Neturen : Notice of Convocation of the 113th Annual Shareholders’Meeting

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the Japanese original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Stock Exchange Code 5976 June 6, 2024 (Date of commencement of electronic provision of materials: June 4, 2024)

To Our Shareholders,

Katsumi Omiya

Representative Director, Member of

the Board, President and Chief

Executive Officer

Neturen Co., Ltd.

2-17-1Higashi-Gotanda,Shinagawa-ku,

Tokyo, Japan

Notice of Convocation of the 113th Annual Shareholders' Meeting

We would like to take this opportunity to express our heartfelt gratitude to you, our shareholders, for your continued support to Neturen Co., Ltd. (the "Company," together with its subsidiaries, the "Group").

We are pleased to inform you that the 113th Annual Shareholders' Meeting of the Company will be held as set forth below.

In convening this Annual Shareholders' Meeting, the Company has taken electronic provision measures, which provide information contained in the Reference Documents for the Shareholders' Meeting (the "matters subject to electronic provision measures") in electronic format, and it has posted this information on the following websites on the Internet. Please access either of the following websites to review the information.

[The Company website] https://www.k-neturen.co.jp/en/ir/stock/meeting.html

[Tokyo Stock Exchange (TSE) website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the TSE website above, enter "Neturen" in the "Issue name (company name)" field or our stock exchange code "5976" in the "Code" field, and click on "Search" to find search results. Then, click on "Basic information" and "Documents for public inspection/PR information" in this order to find "[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting]" in the "Filed information available for public inspection" section.

If you are not attending the meeting on the day, you can exercise your voting rights in written form or via the Internet. Please review the Reference Documents for the Shareholders' Meeting posted in the matters subject to electronic provision measures and exercise your voting rights by 5:45 p.m. JST, Tuesday, June 25, 2024.

Yours very truly,

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Notes

1. Date and Time: 10:00 a.m. JST on Wednesday, June 26, 2024 (Registration will start at 9:00 a.m.)

2. Venue:	The Company's conference room, 15th Floor, Oval Court Ohsaki Mark West,
	2-17-1Higashi-Gotanda,Shinagawa-ku, Tokyo
	(Please see the access map to the venue at the bottom of this document.)

3. Meeting Agenda:

Purpose of the Meeting 1. Report on the Business Report, Consolidated Financial Statements, and audit

Matters to be reported: results for Consolidated Financial Statements by the independent auditor and the Audit & Supervisory Board for the 113th fiscal year (from April 1, 2023, to March 31, 2024)

2. Report on Non-consolidated Financial Statements for the 113th fiscal year (from April 1, 2023, to March 31, 2024)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of 6 Directors, Members of the Board

Proposal 3: Election of 3 Audit & Supervisory Board Members

Proposal 4: Election of 1 Substitute Audit & Supervisory Board Member

End

• If you are attending the meeting, you are kindly requested to submit the enclosed voting rights exercise form to the reception desk at the venue.
• Pursuant to the relevant laws and regulations and provisions of the Company's Articles of Incorporation, the following matters of the matters subject to electronic provision measures will not be included in the paper- based documents provided to shareholders who requested the delivery of such documents. The Audit & Supervisory Board Members and the independent auditor have audited the documents subject to audit,

including the following items.

• 1. The following item of the Consolidated Financial Statements Notes to the Consolidated Financial Statements
  2. The following item of the Non-Consolidated Financial Statements Notes to the Non-Consolidated Financial Statements
• If any amendments are made to matters subject to electronic provision measures, such amendments will be posted on the respective websites where the matters are posted.

(Information) We plan to distribute the progress of this year's Shareholders' Meeting on our website in early July. We will notify shareholders about how to view this information by a resolution notice that will be sent to shareholders after the closure of the Shareholders' Meeting.

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Guidance to Shareholders for Voting

We inform you that you can exercise your voting rights via the Internet or in written form (the voting rights exercise form).

Exercising your voting rights by attending the Shareholders' Meeting

The Shareholders' Meeting will be held at 10:00 a.m. JST on Wednesday, June 26, 2024. Please submit the enclosed voting rights exercise form to the reception desk at the venue.

Not attending the Shareholders' Meeting

Exercising your voting rights in written form

Deadline: to be received by 5:45 p.m. JST, Tuesday, June 25, 2024

Please send us the enclosed voting rights exercise form indicating your approval or disapproval of each proposal so that it is received by the deadline. In the case of not indicating your approval or disapproval of each proposal, the vote will be considered approval.

Exercising Voting Rights by "Smart Exercise"

Deadline: to be exercised by 5:45 p.m. JST, Tuesday, June 25, 2024

Please scan the "QR Code® for logging in on the voting rights exercise website using a smartphone" printed on the enclosed voting rights exercise form. Please see the following page for details.

Exercising Voting Rights by Entering Your Voting Rights Exercise Code and Password Deadline: to be exercised by 5:45 p.m. JST, Tuesday, June 25, 2024

Please access the voting rights exercise website https://www.web54.net using a PC or other device, enter the voting rights exercise code and password printed on the enclosed voting rights exercise form, and follow the onscreen instructions to enter your approval or disapproval of each proposal. Please see the following page for details.

Handling of duplicate voting

1. In the case of duplicate voting done both via the Internet (including "Smart Exercise") and in written form, the vote placed via the Internet (including "Smart Exercise") will be considered valid.
2. In the case of voting twice or more times via the Internet (including "Smart Exercise"), the last vote will be considered valid.
3. In the case of voting twice or more times in written form, the last vote will be considered valid.

If you have any questions, please contact the following:

Shareholders register administrator:

Stock Transfer Agency Administration Center, Sumitomo Mitsui Trust Bank

Questions on exercise of voting rights:

[Telephone] 0120 (652) 031 (hours of operation: 9:00 a.m. to 9:00 p.m. JST)

Other questions:

[Telephone] 0120 (782) 031 (hours of operation: 9:00 a.m. to 5:00 p.m. JST on weekdays)

For institutional investors

Institutional investors may opt to exercise their voting rights electronically via the "Electronic Voting Rights Exercise Platform" operated by ICJ, Inc.

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Guidance on Exercising your Voting Rights via the Internet

Exercising Voting Rights by "Smart Exercise"

1. Access the voting rights exercise website for smartphones
   Use a smartphone or a tablet device to scan the "QR Code® for logging in on the voting rights exercise website using a smartphone" printed on the bottom right of the enclosed voting rights exercise form.
2. Open the voting rights exercise website
   When you open the indicated URL, the window of the voting rights exercise website will open. You have two options to exercise your voting rights (Please see (3) or (4) below).
3. Vote for or against each proposal separately
   Enter approval or disapproval of each proposal separately following the onscreen instructions.
4. Vote for all proposals as originally proposed by the Company
   After indicating your vote in (3) or (4) above, proceed to the confirmation window. If you have no objection to what is indicated on the confirmation window, press the button for "Vote with this content," and the exercise of your voting rights is completed.

If you want to change your vote after you have once exercised your voting rights, you will need to scan the QR Code® again and enter the "voting rights exercise code" and "password" printed on the enclosed voting rights exercise form (you can also exercise your voting rights by directly accessing the voting rights exercise website https://www.web54.net using a PC or other device).

Exercising Voting Rights by Entering Your Voting Rights Exercise Code and Password

1. Access the voting rights exercise website
   Access the voting rights exercise website using a PC or other device. https://www.web54.net
2. Login
   Enter the "voting rights exercise code" printed on the enclosed voting rights exercise form.
3. Enter the password
   Enter the "password" printed on the enclosed voting rights exercise form.

Subsequently, follow the onscreen instructions to enter your approval or disapproval for each proposal.

• Fees associated with using the voting rights exercise website such as connection fees and telecommunication charges are to be borne by the shareholder.
• Depending on the Internet user environment, subscribed service, and the model of the device you are using, you may not be able to use the voting rights exercise website.
• QR Code is a registered trademark of Denso Wave Inc.

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Reference Documents for the Shareholders' Meeting

Proposals and References

Proposal 1: Appropriation of Surplus

The Company has a basic policy to maintain stable dividends to shareholders while making strategic investments for growth and conducting stable business operations.

Please note that "stable dividends" are dividends on equity (DOE) rate of 3.0% or more.

With regard to the year-end dividend (ordinary dividend) for the fiscal year ended March 31, 2024, we propose a year-end dividend of 25 yen per share, placing importance on shareholder returns and taking into comprehensive consideration its business performance, financial conditions, and other factors. As a result, the total annual dividend, including the interim dividend of 24 yen, will be 49 yen per share.

1. Kind of property for dividends Cash
2. Matters related to allotment of property for dividends to shareholders and its total amount 25 yen per share of common stock of the Company
   Total amount: 905,100,425 yen
3. Effective date for distribution of dividends from surplus June 27, 2024

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Proposal 2: Election of 6 Directors, Members of the Board

The terms of office of six (6) Directors, Members of the Board will expire at the closure of this Annual Shareholders' Meeting. Accordingly, the election of six (6) Directors, Members of the Board is proposed.

The candidates for Directors, Members of the Board are as follows:

					Attendance at the
No.	Name	Gender	Current positions	meetings of the
					Board of Directors
		Katsumi		Representative Director, Member of the	100%
1	[Reelection]	Male	Board
Omiya	(15/15)
			President and Chief Executive Officer
2	[Reelection]	Nobumoto	Male	Director, Member of the Board	100%
Ishiki	Senior Managing Executive Officer	(15/15)
3	[Reelection]	Takashi Suzuki	Male	Director, Member of the Board	100%
Managing Executive Officer	(15/15)
4	[Reelection]	Tomokatsu	Male	Director, Member of the Board	100%
Yasukawa	Executive Officer	(15/15)
	[Reelection]
5	[Outside officer]	Mineo Hanai	Male	Director, Member of the Board	100%
[Independent	(15/15)
	officer]
	[Reelection]
6	[Outside officer]	Yoshiko	Female	Director, Member of the Board	100%
[Independent	Moriyama	(15/15)

officer]

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Attendance at the

meetings of the

Board of Directors:

2 15/15 times

Candidates for Directors, Members of the Board

No.

1

			No. of the
Name		Career summary, positions, assignments and	Company's shares
(Date of birth)	status of other important positions concurrently assumed	owned by the
			candidate
	April 1983	Joined the Company
Reelection	June 2012	Director, Member of the Board
	June 2016	Managing Director, Member of the Board
Katsumi Omiya	October 2020	Representative Director, Member of the Board and President
(March 24, 1960)	June 2021	Representative Director, Member of the Board, President and Chief
		Executive Officer (present)	74,008
Attendance at the
meetings of the
Board of Directors:
15/15 times

Reasons for nomination as a candidate for Director, Member of the Board

Since his appointment as Director, Member of the Board in June 2012, Mr. Katsumi Omiya has appropriately operated businesses in line with management strategies, and contributed to resolving management issues of the Company, as well as those of the entire Group both domestically and overseas.

In addition, since October 2020, he has been performing the supervision and management of the entire Group as Representative Director, Member of the Board and President of the Company actively and appropriately.

Based on his abundant experience and track record, the Company has judged that he is an asset for the Company that can supervise and manage the entire Group appropriately in implementing any and all measures for improving the corporate value of the Group, and proposes his continued appointment as Director, Member of the Board.

	April 1982	Joined TRW Automotive Japan Co., Ltd. (currently, ZF Japan Co.,
		Ltd.)
	February 2001	Joined Colin Corporation (currently, Fukuda Colin Co., Ltd.)
Reelection	April 2001	Joined the Company
February 2006	Joined Toyo Fastener Co., Ltd.
Nobumoto Ishiki	April 2007	Joined the Company
June 2017	Director, Member of the Board
(October 9, 1959)	April 2020	Managing Director, Member of the Board	38,769
	June 2021	Director, Member of the Board, Managing Executive Officer
	April 2023	Director, Member of the Board, Senior Managing Executive Officer
	April 2024	Director, Member of the Board, Senior Managing Executive Officer;
		supervising engineering development, business planning and

development, DX promotion, and facilities; General Manager, Information Strategy Office (present)

[Status of other important concurrent position]

Representative Director and President, Neturen Heat Treat Co., Ltd.

Reasons for nomination as a candidate for Director, Member of the Board

Since his appointment as Director, Member of the Board in June 2017, Mr. Nobumoto Ishiki has contributed to resolving issues on the engineering aspect of management of the Company, particularly concerning engineering development and production engineering of the Company and the domestic and overseas group companies.

Based on his abundant experience and track record, the Company has judged that he is an asset for the Company that can supervise and manage the entire Group and businesses he is in charge of appropriately in aiming at the early introduction of new products and technologies as well as business reforms for improving the corporate value of the Group, and proposes his continued appointment as Director, Member of the Board.

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				No. of the
No.	Name		Career summary, positions, assignments and	Company's shares
(Date of birth)	status of other important positions concurrently assumed	owned by the
				candidate
		April 1985	Joined the Company
	Reelection	June 2016	Director, Member of the Board
		April 2021	Managing Director, Member of the Board
	Takashi Suzuki	June 2021	Director, Member of the Board, Managing Executive Officer
	(June 29, 1962)	April 2024	Director, Member of the Board, Managing Executive Officer;
			General Manager, Specialty Steel & Wire Products Division;	43,330
	Attendance at the		General Manager, Global Procurement Headquarters (present)
	meetings of the	[Status of other important concurrent positions]
	Board of Directors:		Representative Director and President, Neturen America
	15/15 times		Corporation;
3			President, Neturen (China) Slewing Bearing Co., Ltd.

Reasons for nomination as a candidate for Director, Member of the Board

Since his appointment as Director, Member of the Board in June 2016, Mr. Takashi Suzuki has contributed to resolving global management issues concerning procurement particularly of raw materials, electricity, etc. for the Company and the domestic and overseas group companies, as well as management issues concerning the revenue management of the entire Group.

Based on his abundant experience and track record, the Company has judged that he is an asset for the Company that can supervise and manage the entire Group and businesses he is in charge of appropriately in aiming at global development and revenue growth for improving the corporate value of the Group, and proposes his continued appointment as Director, Member of the Board.

	April 1986	Joined the Company
Reelection	June 2012	Director, Member of the Board
	June 2021	Director, Member of the Board, Executive Officer
Tomokatsu	April 2022	Director, Member of the Board, Executive Officer; supervising
Yasukawa		safety, health and environmental affairs; General Manager,
(January 6, 1963)		Administrative Headquarters (present)	53,011
	[Status of other important concurrent position]
Attendance at the		Representative Director and President, Neturen Meinan Co., Ltd.
meetings of the
Board of Directors:

4	15/15 times

Reasons for nomination as a candidate for Director, Member of the Board

Since his appointment as Director, Member of the Board in June 2012, Mr. Tomokatsu Yasukawa has contributed to resolving management issues on the governance system for the Company as well as the domestic and overseas group companies and management issues on CSR activities positioning SDGs as the fundamentals of management.

Based on his abundant experience and track record, the Company has judged that he is an asset for the Company that can supervise and manage the entire Group appropriately in promoting corporate management with a focus on ESG for improving the corporate value of the Group, and proposes his continued appointment as Director, Member of the Board.

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No.

Name

(Date of birth)

Reelection

Outside officer

Independent officer

Mineo Hanai

(July 19, 1947)

Attendance at the

meetings of the

Board of Directors:

15/15 times

Career summary, positions, assignments and

status of other important positions concurrently assumed

April 1972 Joined Nippondenso Co., Ltd. (currently, Denso Corporation) March 2000 Earned a doctoral degree in Engineering at Nagoya Institute of

Technology

June 2006 Senior Managing Director, Denso Corporation

June 2008 Representative Director and President, Asmo Co., Ltd. (currently, Denso Corporation)

June 2017 Outside Director, Member of the Board, the Company (present)

No. of the

Company's shares

owned by the

candidate

6,431

5

6

Reasons for nomination as a candidate for Outside Director, Member of the Board and expected role

Since his appointment as Outside Director, Member of the Board in June 2017, Mr. Mineo Hanai has carried out the task with his abundant experience and achievements as a corporate manager in addition to specialist knowledge in the manufacturing industry to provide accurate advice and suggestions for issues for the improvement of technology development capabilities and business expansion promotion, contributing to resolving issues.

In addition, he has contributed to raising the level of management as a whole through active and appropriate supervision and instruction, including providing suggestions for raising the level of top management and future human resources.

The Company expects that he will continue to offer advice and suggestions on the management appropriately and supervise business execution from an independent position for improving the corporate value of the Company over the medium to long term based on his experience as a manager.

For these reasons, the Company has judged that he is appropriately qualified as an Outside Director, Member of the Board of the Company, and proposes his continued appointment.

Reelection	April 1998	Registered as Attorney-at-Law (Daini Tokyo Bar Association)
Outside officer	December 2004	Qualified as attorney, State of New York, U.S.
July 2006	Joined TMI Associates
Independent officer
January 2010	Partner, TMI Associates
Female	February 2015	Counsel, TMI Associates (present)
June 2022	Outside Director, Member of the Board, the Company (present)
Yoshiko Moriyama	November 2022	Outside Director, YAMATO INTERNATIONAL INC. (present)	1,529
[Status of other important concurrent positions]
(June 26, 1964)

Counsel, TMI Associates;

Attendance at theOutside Director, YAMATO INTERNATIONAL INC. meetings of the

Board of Directors:

15/15 times

Reasons for nomination as a candidate for Outside Director, Member of the Board and expected role

Since her appointment as Outside Director, Member of the Board in June 2022, with her specialist knowledge and abundant experience as an attorney, Ms. Yoshiko Moriyama has contributed to securing the legality and appropriateness of decision- making of the Board of Directors, through providing proactive advice and suggestions regarding management focused on corporate governance and compliance, from a position independent from the Company.

She is also capable of offering suggestions from a broad perspective to promote the reforms, with her abundant experiences in corporate legal affairs at home and abroad and specialist knowledge regarding diversity and corporate social responsibility (CSR), etc.

The Company expects that she will continue to offer advice and suggestions appropriately and supervise business execution from an independent position in terms of the legality and appropriateness of decision-making on the Company's management based on her experience as an attorney.

For these reasons, the Company has judged that she is appropriately qualified as an Outside Director, Member of the Board of the Company, and proposes her continued appointment.

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(Notes) 1. There are no special interests between the candidates and the Company.

1. Mr. Mineo Hanai and Ms. Yoshiko Moriyama are candidates for Outside Directors, Members of the Board and candidates for independent officers based on the stipulations of Tokyo Stock Exchange, Inc.
2. Mr. Mineo Hanai is currently an Outside Director, Member of the Board of the Company, and the number of years since his appointment as Outside Director, Member of the Board shall be seven years at the closure of this Shareholders' Meeting.
3. Ms. Yoshiko Moriyama is currently an Outside Director, Member of the Board of the Company, and the number of years since her appointment as Outside Director, Member of the Board shall be two years at the closure of this Shareholders' Meeting.
4. At the time of the appointment as Director, Member of the Board, the Company entered into an agreement with Mr. Mineo Hanai and Ms. Yoshiko Moriyama as provided for in the Company's Articles of Incorporation, in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act to limit their liability pursuant to Article 423, Paragraph 1 of the Companies Act, and the maximum amount of liability pursuant to the agreement is the amount stipulated by laws and regulations. If the reappointment of Mr. Hanai and Ms. Moriyama is approved, the Company intends to continue the agreement.
5. The Company has entered into a Directors and Officers liability insurance policy with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act insuring all its Directors, Members of the Board to cover damages and litigation expenses incurred by the insured. Insurance premiums are fully borne by the Company. If the candidates take office as Director, Member of the Board, they will be insured under this contract, which is to be renewed with the same terms and conditions during the candidates' terms of office.

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