Neturen Co., Ltd.TSE: 5976

Notice of Convocation of the 114th Annual Shareholders’Meeting

· Issued by Neturen Co., Ltd.

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, 2025)

(Date of commencement of electronic provision of materials: June 4, 2025)

To Our Shareholders,

Katsumi Omiya

Representative Director, Member of the Board, President and Chief Executive Officer

Neturen Co., Ltd.

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

Notice of Convocation of the 114th 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 114th 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, Wednesday, June 25, 2025.

Yours very truly,

Notes
  1. Date and Time: 10:00 a.m. JST on Thursday, June 26, 2025 (Registration will start at 9:30 a.m.)
  2. Venue: The Company's conference room, 15th Floor, Oval Court Ohsaki Mark West, 2-17-1 Higashi-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 Matters to be reported:

  1. Report on the Business Report, Consolidated Financial Statements, and audit results for Consolidated Financial Statements by the independent auditor and the Audit & Supervisory Board for the 114th fiscal year (from April 1, 2024, to March 31, 2025)

  2. Report on Non-consolidated Financial Statements for the 114th fiscal year (from April 1, 2024, to March 31, 2025)

    Proposals to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Election of 6 Directors, Members of the Board Proposal 3: 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.

    • There is designated wheelchair space in the venue.

Priority restrooms are also located on the first floor of the venue building.

If you require wheelchair support, guidance to your seat or restrooms, etc., please contact the reception desk at the venue.

(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.

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).

Attending the Shareholders' Meeting

The Shareholders' Meeting will be held at 10:00 a.m. JST on Thursday, June 26, 2025. 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, Wednesday, June 25, 2025

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, Wednesday, June 25, 2025

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, Wednesday, June 25, 2025

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.

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.

Reference Documents for the Shareholders' Meeting Proposals and References Proposal 1: Appropriation of Surplus

  1. Matters concerning the year-end dividend

    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, 2025, we propose a year-end dividend of 26 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 25 yen, will be 51 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 26 yen per share of common stock of the Company

      Total amount: 891,623,720 yen

    3. Effective date for distribution of dividends from surplus June 27, 2025

  2. Matters concerning appropriation of surplus

In order to implement a flexible and agile capital policy in response to changes in the business environment, the Company proposes the following.

  1. Item and amount of surplus to be decreased General reserve: 7,000,000,000 yen

  2. Item and amount of surplus to be increased

Retained earnings brought forward: 7,000,000,000 yen