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THE GROUP / GOVERNANCETHE NEXROC GROUP / INVESTOR RELATIONS

GOVERNANCE

Governance, share capital, corporate organization and shareholder reference materials.

CORPORATE GOVERNANCE DOCUMENT INDEX

NO.SECTION / DOCUMENTDESCRIPTIONLINK
01CORPORATE GOVERNANCECorporate structure and oversight
02EXECUTIVE TEAMExecutive leadership, responsibilities and professional background information.
03BOARD OF DIRECTORSBoard composition, director responsibilities and corporate oversight.
04BOARD OF ADVISORSAdvisory appointments, expertise and the scope of advisory mandates.
05RISK COMMITTEERisk oversight, committee mandate and escalation procedures.
06INVESTMENT COMMITTEEInvestment oversight, decision rights and committee governance.
07OUTSIDE PARTNERSExternal professional relationships and institutional partners.
08ENTITIESGroup legal entities, jurisdictions and designated roles
09SHARE CAPITALCapital structure and classes
10SHAREHOLDERSShareholder information and interests
11DEVELOPMENTCorporate progress information
12DIVISIONSGroup divisions
13ORGANIZATION CHARTIllustrative organizational relationships
14SHAREHOLDER STATUTESShareholder terms and provisions

ENTITIES

GROUP LEGAL ENTITY REGISTER

19 ENTITIES
LEGAL ENTITYJURISDICTIONROLE
KINTSUGI HOLDINGS REVOCABLE TRUSTNEVADAUltimate Beneficiary
KIKI INAVOAR HOLDINGS REVOCABLE TRUSTNEVADAUltimate Beneficiary
SAINT-LAMAS & CO Ltd.BRITISH VIRGIN ISLANDSBeneficiary Management
THE NEXROC GROUP LLCDELAWAREParent Company
BCKD MANAGEMENT GROUP LLCDELAWAREGeneral Partner
NEXROC PARTNERS VOTING TRUSTDELAWAREVoting Trust
SVCV INCDELAWAREConsumer Holding Entity
NEXROC INCDELAWAREAsset Management Holding Entity
THE GOGOPAPA COMPANY INCDELAWAREEntertainment Holding Entity
THE NEXLIFE GROUP INCDELAWAREInsurance Holding Entity
SVCV GOGOPAPA IP MANAGEMENT GROUP GMBHGERMANYIntellectual Property Holding Entity
NEXROC TECH MANAGEMENT LIMITEDIRELANDTechnology Holding Entity
THE NEXROC GROUP PTE. LTD.SINGAPORELocal Representative Entity
THE NEXROC GROUP CO., LTD.KOREALocal Representative Entity
THE NEXROC GROUP K.K.JAPANLocal Representative Entity
THE NEXROC GROUP LIMITEDHONG KONGLocal Representative Entity
THE NEXROC GROUP PRIVATE LIMITEDINDIALocal Representative Entity
THE NEXROC GROUP S.A.BRAZILLocal Representative Entity
BREIN TECHNOLOGIES AND INTELLIGENCE LLPTEXASLegal Management Entity

GOVERNANCE & SHAREHOLDER SCHEDULES

The NEXROC Group / CORPORATE INFORMATION

Governance & Shareholders

Organization, capitalization, ownership and shareholder provisions

GOVERNANCE

Corporate Structure

Partners & Leadership Organization

VIEW ORGANIZATIONAL DIAGRAM 01 SPONSOR SPONSOR SPONSOR SPONSOR Chief Executive Officer Chief Investment Officer Chief Financial Officer GP Founding Partner Holdings GP Founding Partner Credit GP Founding Partner Insurance Outside Founding Partner Outside Founding Partner Holdings Partner Holdings Partner Holdings Partner Holdings Partner Holdings Partner Holdings Partner Advisor Advisor Advisor Advisor

Illustrative organizational model; role labels are structural placeholders and do not verify current appointments or legal ownership.

SHARES

Share Distribution

NextRock & Co. / SVCV Ownership Allocation Framework

Shareholder / CategoryClassOwnershipVoting PowerSharesNotes
Founder / Principal

Founder-controlled common equity allocation with strategic control and long-term governance rights.

Class A60%75%60,000,000Control Block
Founding Managing Partners

Equity pool reserved for senior founding executives, managing partners and operating leadership.

Class B10%10%10,000,000Vesting Pool
Strategic Sponsor Investors

Preferred allocation for anchor sponsors, institutional partners and strategic co-investors.

Preferred15%7.5%15,000,000Preferred Rights
Employee Incentive Plan

Reserved equity for future hires, executives, directors, advisors and long-term incentive compensation.

Options / RSU7.5%3%7,500,000Unissued Reserve
Treasury / Corporate Reserve

Unallocated reserve for acquisitions, financing, joint ventures, market-making or future strategic issuances.

Reserve7.5%4.5%7,500,000Treasury Shares
TotalAll classes100%100%100,000,000Fully diluted

Proposed allocation model. The figures above are not presented as an issued-share register.

Share Capital Structure

Authorized Share Distribution

Founder Shares70,000,000
Investors10,000,000
Employee Option Pool10,000,000
Advisor Grants5,000,000
Future Reserve5,000,000
Total Authorized100,000,000

The authorized share distribution and the proposed allocation model are separate supplied scenarios and have not been reconciled.

SHAREHOLDERS

Corporate Ownership Distribution

Updated Cap Table Structure

The NEXROC Group

Total: 100%
  • 80.0% — Founding Partners
  • 20.0% — GP Stake Partners

THE GOGOPAPA COMPANY

Total: 100%
  • 100.0% — The NEXROC Group

NEXROC, INC

Source label: 110% · Listed shares: 100%
  • 2.5% — NEXLIFE GROUP
  • 2.5% — SVCV, INC
  • 20.0% — THE GOGOPAPA COMPANY
  • 10.0% — Joint Venture GP Financial Partners
  • 10.0% — Founding Partners
  • 10.0% — Strategic LP Sponsors
  • 10.0% — Convertible Bond SPAV 1 LP Investors
  • 10.0% — Float Hong Kong Stock Exchange
  • 10.0% — Convertible Bond SPAV 2 LP Investors
  • 10.0% — Dual Public Listing
  • 5.0% — Company Treasury / Future Issuance Reserve

NEXLIFE GROUP

Source label: 110% · Listed shares: 100%
  • 2.5% — NEXROC, INC
  • 2.5% — SVCV, INC
  • 20.0% — THE GOGOPAPA COMPANY
  • 10.0% — Founding Partners
  • 20.0% — Joint Venture GP Partners
  • 10.0% — Side Car LP 1
  • 10.0% — Float NYSE Listing
  • 10.0% — Side Car LP 2
  • 10.0% — Dual Public Listing
  • 5.0% — Company Treasury / Future Issuance Reserve

SVCV, INC

Source label: 110% · Listed shares: 100%
  • 2.5% — NEXLIFE GROUP
  • 2.5% — NEXROC, INC
  • 20.0% — THE GOGOPAPA COMPANY
  • 10.0% — Founding Partners
  • 10.0% — Portfolio Founders
  • 10.0% — Strategic LP Sponsors
  • 10.0% — Convertible Bond SPAV 1 LP Investors
  • 10.0% — Float Tokyo Stock Exchange
  • 10.0% — Convertible Bond SPAV 2 LP Investors
  • 10.0% — Dual Public Listing
  • 5.0% — Company Treasury / Future Issuance Reserve

Illustrative source allocations only. The supplied NEXROC, NEXLIFE and SVCV diagrams are labeled 110%, while their individual percentages total 100%. Neither the stated totals nor the ownership positions have been independently verified.

Shareholders

The NEXROC Group — Shareholding Structure

The NEXROC Group — Shareholding Structure

Group ownership allocation. Individual share classes and share counts have not been specified.

ShareholderOwnership (%)
KINTSUGI HOLDINGS 4.00%
THABOR HOLDINGS 4.00%
BCKD MANAGEMENT GROUP 4.00%
LAMAS & CO HOLDINGS 4.00%
DAVID LIU 25.00%
SHOKI M 25.00%
SPONSORS 32.00%
EMPLOYEES 2.00%
Total Group Ownership Allocated100.00%

PROGRESS

Acquisition Progress

Illustrative Proposed Schedule

2026
January 2026 – September 2026Restructuring
November 2026 – January 2027Private Pre-Bid Acquisition Offers
2027
January 2027 – September 2027Tender Offers

DIVISIONS

Group Platforms

Operating and Investment Platforms

Insurance Platform

NEXLIFE GROUP

Sponsor-led reinsurance and insurance-linked capital platform focused on long-duration liabilities, structured capital and institutional risk financing strategies.

Bermuda · Tokyo · New York
Asset Management

NEXROC, INC

Institutional investment and capital allocation platform focused on asset-backed financing, strategic sponsor partnerships and long-term compound capital structures.

Global Multi-Platform Structure
Media & Entertainment

SVCV, INC

Creative media and entertainment platform focused on original productions, music, digital content, events and intellectual property development.

Media · Music · Entertainment
Cultural Holding Company

THE GOGOPAPA COMPANY

Cultural and intellectual property platform operating across fashion, media, entertainment and next-generation digital consumer ecosystems.

Ventures · Brands · IP

CHART

Governance Structure

NEXROC Organization Chart

VIEW ORGANIZATIONAL DIAGRAM 02Shareholders MeetingStatutory AuditorBoard of DirectorsCompliance CommitteeInvestment CommitteeRepresentative DirectorPresidentInternal Audit OfficeCompliance OfficeMetropolitan DivisionIndustrial DivisionFund OperationDepartmentCapital MarketsDepartment

SHAREHOLDER STATUTES

Shareholder Statutes

Shareholder Governance Provisions

Eligibility

Share ownership may be held by founders, managing partners, institutional investors, affiliated holding entities, fund vehicles, and approved strategic participants subject to applicable securities and regulatory restrictions.

Voting Rights

Each ordinary voting share carries one vote, except where separate class rights, preferred terms, or jurisdiction-specific limitations apply under the articles of association and related shareholder agreements.

Transfer Restrictions

Transfers of shares are subject to board approval, rights of first refusal provisions, lock-up arrangements, compliance review, and applicable securities restrictions.

Pre-Emption Rights

Existing shareholders may participate pro rata in qualifying issuances of new shares, convertibles, or equivalent securities, except where approved otherwise by delegated authority.

Dividend Rights

Dividend distributions, if declared, shall be made in accordance with share class rights, retained earnings policy, solvency requirements and board recommendation procedures.

Information Rights

Qualified shareholders may receive annual reports, governance notices, shareholder circulars, meeting documentation and selected disclosures consistent with confidentiality obligations and regulatory standards.

Reserved Matters

Certain corporate actions including mergers, acquisitions, recapitalizations, liquidation events and amendments to governing documents may require enhanced approval thresholds.

Meeting Procedures

Annual and extraordinary shareholder meetings shall be convened pursuant to applicable notice periods, quorum requirements, voting record dates and corporate governance procedures.

Compliance

All shareholders are subject to beneficial ownership disclosure, anti-money laundering review, sanctions screening, insider trading restrictions and exchange compliance obligations where applicable.

Governing Law

Shareholder rights and obligations shall be interpreted in accordance with the constitutional documents of the relevant entity and the governing corporate law of the applicable incorporation jurisdiction.

Illustrative governance provisions supplied for this page; legal rights depend on executed constitutional documents, shareholder agreements and applicable law.

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