Atlantis Japan Growth Fund : Proposals for the voluntary winding up of the Company and combination with Nippon Active Value Fund plc

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO THE VOLUNTARY WINDING-UP AND RECONSTRUCTION OF ATLANTIS JAPAN GROWTH FUND LIMITED ON WHICH YOU ARE BEING ASKED TO VOTE AND IN RELATION TO WHICH SHAREHOLDERS HAVE THE RIGHT TO MAKE AN ELECTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION TO BE TAKEN, YOU ARE RECOMMENDED TO SEEK IMMEDIATELY YOUR OWN PERSONAL FINANCIAL ADVICE FROM AN APPROPRIATELY QUALIFIED INDEPENDENT ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000.

If you have sold or otherwise transferred all of your Ordinary Shares in Atlantis Japan Growth Fund Limited (the "Company" or "AJG"), you should pass this document, together with the accompanying documents (but not the accompanying personalised Form of Proxy or personalised Form of Election), as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, the related prospectus published by Nippon Active Value Fund plc (the "NAVF Prospectus") should not be forwarded to or transmitted in or into any member state of the European Economic Area, Canada, the Republic of South Africa, Australia, New Zealand or Japan or into any other jurisdictions if to do so would constitute a violation of the relevant laws and regulations in such other jurisdictions. Shareholders who are resident in, or citizens of, territories outside the United Kingdom should read the section headed "Overseas Shareholders and Sanctions Restricted Persons" in Part 3 of this document.

The definitions used in this document are set out in Part 7 of this document.

ATLANTIS JAPAN GROWTH FUND LIMITED

(A non-cellular company limited by shares incorporated in the Island of Guernsey under the Companies (Guernsey) Law, 2008, as amended, with registered number 30709 and registered as an Authorised Closed-ended Collective Investment Scheme with the Guernsey Financial Commission)

Recommended Proposals for the voluntary winding up of the Company

and combination with Nippon Active Value Fund plc

and

Notice of Extraordinary General Meeting

This document should be read in conjunction with the NAVF Prospectus relating to Nippon Active Value Fund plc ("NAVF") which has been prepared in accordance with the Prospectus Regulation Rules, approved by the Financial Conduct Authority in accordance with Section 84 of the Financial Services and Markets Act 2000, and made available to the public in accordance with the Prospectus Regulation Rules. In relation to NAVF this document is not a prospectus and does not constitute an offer of any securities for sale or subscription. Investors should not subscribe for any New NAVF Shares referred to in this document except on the basis of information provided in the NAVF Prospectus. The NAVF Prospectus is available on the NAVF website at www.nipponactivevaluefund.com. The website will not be available to Overseas Shareholders. A copy of the NAVF Prospectus is also enclosed with this document unless the recipient is an Overseas Shareholder or holds their Shares in uncertificated form.

The Proposals described in this document are conditional, among other things, on Shareholder approval. Notice of the Extraordinary General Meeting, to be held at 3.00 p.m. on 10 October 2023, at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH, is set out at the end of this document. The Company will notify Shareholders of any changes to the proposed format for the Extraordinary General Meeting as soon as possible via a Regulatory Information Service and its website.

All Shareholders are encouraged to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting and, if their Shares are not held directly, to arrange for their nominee to vote on their behalf. A Form of Proxy for use in conjunction with the Extraordinary General Meeting is enclosed. To be valid for use at the Extraordinary General Meeting, the Form of Proxy must be completed and returned in accordance with the instructions printed thereon to the Registrars, Computershare Investor Services (Guernsey) Limited at c/o The Pavilions, Bridgwater Road, Bristol, BS99 6AH, as soon as possible, but in any event so as to be received no later than 48 hours (excluding non-working days) before the time of the Extraordinary General Meeting. Alternatively, you may appoint a proxy or proxies electronically by visiting www.investorcentre.co.uk/eproxy and following the instructions. Proxies submitted via www.investorcentre.co.uk/eproxy must be transmitted so as to be received by the Registrars by no later than 48 hours (excluding non-working days) before the time of the Extraordinary General Meeting.

Shareholders who hold their Shares in uncertificated form (i.e. in CREST) may vote using the CREST electronic voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the notice of the Extraordinary General Meeting set out at the end of this document). Proxies submitted via CREST for the Extraordinary General Meeting must be transmitted so as to be received by the Registrars as soon as possible

and, in any event, by no later than 48 hours (excluding non-working days) before the time of the Extraordinary General Meeting. Shareholders who hold Shares in certificated form will also find enclosed with this document a Form of Election for use in connection with the Proposals.

To be valid, Forms of Election must be completed and returned to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH (the "Receiving Agent") so as to arrive as soon as possible and in any event not later than 1.00 p.m. on 5 October 2023. Shareholders who hold their Shares in uncertificated form will not receive a Form of Election and should elect in accordance with the instructions contained in the section of this document titled "Shares held in uncertificated form (that is, in CREST)", which can be found on page 16 in Part 2 of this document.

Singer Capital Markets Advisory LLP ("Singer Capital Markets") is authorised and regulated in the United Kingdom by the FCA and is advising the Company and no one else in connection with the Proposals (whether or not a recipient of this document). Singer Capital Markets will not be responsible to any person other than the Company for providing the protections afforded to its customers, nor for providing advice in relation to the Proposals or the contents of this document.

The New NAVF Shares (as defined below) are not and will not be registered under the United States Securities Act of 1933 (the "US Securities Act"), or the securities laws of any state or other jurisdiction of the United States and the New NAVF Shares may not be offered, sold, pledged or otherwise transferred within the United States, or to or for the benefit of "US persons" as defined in Regulation S under the US Securities Act ("US Persons") except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Additionally, NAVF is not, and does not intend to be, registered as an investment company under the United States Investment Company Act of 1940 (the "US Investment Company Act") and Shareholders are not, and will not be, entitled to the benefits of the US Investment Company Act. No issuance, offer, purchase, sale or transfer of New NAVF Shares may be made except in a manner which would not require NAVF to register under the US Investment Company Act. In connection with the Scheme, US Persons which are existing holders of shares in the Company ("US Shareholders") are requested (where applicable) to execute the AI/QP Investor Letter (the ("AI/QP Investor Letter") annexed to the NAVF Prospectus and return it to NAVF in accordance with the instructions printed thereon. There has not been and will be no public offer of the New NAVF Shares in the United States.

Neither the US Securities and Exchange Commission (the "SEC") nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Scheme or reviewed it for its fairness, nor have the contents of this document or any other documentation relating to the Scheme been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.

It is important that you complete and return the Form of Proxy, appoint a proxy or proxies electronically or use the CREST voting service in the manner referred to above, and return the Form of Election or submit a TTE Instruction (as applicable) as soon as possible. Your attention is drawn to Part 2 of this document at pages 16 to 22.

Dated 12 September 2023

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applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The Shareholder Helpline can only provide information regarding the completion of the Form of Proxy and/or the Form of Election and cannot provide you with financial, tax, investment or legal advice.

The Dividend that the Company intends to pay prior to implementation of the Scheme will be paid on 29 September 2023.

Only Shareholders who hold Shares as at 6.00 p.m. on 5 October 2023 are able to elect for the Cash Option in respect of those Shares. The extent to which a Shareholder elects for the Cash Option is a matter for each Shareholder to decide, and will be influenced by their own individual financial and tax circumstances and investment objectives. Shareholders should seek advice from their own independent financial adviser.

Overseas Shareholders who wish to receive New NAVF Shares under the Scheme should contact the Company directly if they are able to demonstrate, to the satisfaction of the NAVF and/or the Liquidators and the Directors, that they can be issued New NAVF Shares without breaching any relevant securities laws. Unless NAVF and/or the Liquidators and the Directors are so satisfied (in their respective absolute discretions), to the extent that an Overseas Shareholder is entitled to and would otherwise receive New NAVF Shares under the Scheme, either because no Election for the Cash Option was made or because an Excess Application for the Cash Option is scaled back in accordance with the Scheme, then such New NAVF Shares will be issued to the Liquidators as nominees for the relevant Overseas Shareholder and sold by the Liquidators in the market (which shall be done by the Liquidators without regard to the personal circumstances of the relevant Overseas Shareholder and the value of the Shares held by the relevant Overseas Shareholder) and the net proceeds of such sale (after deduction of any costs incurred in effecting such sale) will be paid to the relevant Overseas Shareholder entitled to them as soon as reasonably practicable, and in any event no later than 10 Business Days after the date of sale, save that entitlements of less than £5.00 per Overseas Shareholder will be retained in the Liquidation Pool.

IF YOU ARE NOT AN OVERSEAS SHAREHOLDER AND YOU WISH TO RECEIVE NEW NAVF SHARES IN RESPECT OF YOUR ENTIRE HOLDING OF SHARES IN AJG, YOU NEED TAKE NO ACTION AND DO NOT NEED TO COMPLETE THE FORM OF ELECTION OR SEND A TTE (TRANSFER TO ESCROW) INSTRUCTION.

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