NHK Spring : Notice of the 104th Annual General Meeting of Shareholders（2024）

Note: This notice in English is for reference purposes only. In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

Securities code: 5991 Date of sending by postal mail: June 6, 2024 Start date of measures for electronic provision: June 4, 2024

To Our Shareholders,

Kazuhisa Uemura,

Representative Member of the Board President & COO

NHK SPRING CO., LTD.

3-10, Fukuura, Kanazawa-ku, Yokohama

Notice of the 104th Annual General Meeting of Shareholders

NHK SPRING CO., LTD. (the "Company") hereby provides notice of the 104th Annual General Meeting of Shareholders of the Company to be held as follows:

When convening the General Meeting of Shareholders, we have adopted measures for providing information in electronic format, which is posted on the following website on the Internet. Please access one of the websites for confirmation.

The Company's website: https://www.nhkspg.co.jp/ (in Japanese)

(Please access the Company's website above, select "Investors" and "General Meeting of Shareholders" from the menu, in that order, and confirm.)

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Access the TSE website by using the internet address shown above, enter "NHK Spring" in "Issue name (company name)" or the Company's securities code "5991" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].")

1. Date and Time: Tuesday, June 25, 2024, at 10:00 a.m. (Reception starts at 9:00 a.m.) (JST)
2. Venue: NHK SPRING CO., LTD. Head Office

3-10, Fukuura, Kanazawa-ku, Yokohama

3. Purpose of the Meeting: Matters to be reported:

1. The Fiscal Year 2023 Business Report, the Consolidated Financial Statements, and audit results of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board for the 104th term (from April 1, 2023 to March 31, 2024)
2. The Fiscal Year 2023 Non-consolidated Financial Statements for the 104th term (from April 1, 2023 to March 31, 2024)

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Matters to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Nine (9) Members of the Board

Proposal 3: Election of Three (3) Audit & Supervisory Board Members

Proposal 4: Election of One (1) Substitute Audit & Supervisory Board Member (External)

Proposal 5: Revision of the Amount of Remuneration for Members of the Board

Proposal 6: Revision of the Amount of Remuneration for Audit & Supervisory Board Members

Proposal 7: Approval of Remuneration Amount for Restricted Stock-based Remuneration System

4. Matters determined relating to convocation

1. When voting rights are exercised in writing, if there is no indication of approval or disapproval of the proposal in the voting right exercise form, it will be treated as if there was an indication of approval of the company proposals and disapproval of the shareholder proposal.
2. If voting rights are exercised multiple times via the Internet, the last exercise of voting rights will be treated as valid.
3. If voting rights are duplicately exercised via the Internet and in writing (by mail), the exercise of voting rights via the Internet will be treated as valid regardless of the date and time of arrival.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

The Company recognizes return of profits to our shareholders as the top priority and our basic policy is to continue to distribute dividends stably.

In light of this and as a result of comprehensive consideration given to such matters as consolidated business performance and dividend payout ratio, the Company proposes that the year-end dividend for the term will be 25 yen per share, increasing the payment by 8 yen per share compared with the previous term.

year-end dividend>

1. Type of dividend property Cash
2. Assignment of the dividend property to shareholders and the total amount:
   25 yen per share of common stock of the Company Total amount: 5,541,438,550 yen
   As the Company has already paid an interim dividend of 17 yen per share, the annual dividend for the term will be 42 yen per share.
3. Effective date of dividends of surplus June 26, 2024

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Proposal 2: Election of Nine (9) Members of the Board

The terms of office of all eight (8) Members of the Board will expire at the conclusion of this General Meeting of Shareholders.

Accordingly, we hereby request the election of nine (9) Members of the Board, increasing the number of Members of the Board (External) by one (1).

The candidates for positions of Members of the Board are as follows:

					Important		Attendance
			(Gender)	Position and areas of responsibility in	concurrent	Number of
No.	Name		at Board of
	positions	years in
	(Age)	the Company	Directors
			outside the	office
					meetings
					Company
1	Takashi Kayamoto	[Reelection]	(Male)	Chairman & Representative Member			13/13
-	9	meetings
(68 years old)	of the Board, CEO
					(100%)
2	Kazuhisa Uemura	[Reelection]	(Male)	Representative Member of the Board			13/13
-	6	meetings
(63 years old)	President & COO
					(100%)
3	Kiyohiko Kanmei	[Reelection]	(Male)	Representative Member of the Board			13/13
Executive Vice President & CQO,	-	5	meetings
(66 years old)
			CTO			(100%)
4	Hidefumi Yoshimura	[Reelection]	(Male)	Representative Member of the Board			13/13
Executive Vice President & CFO	1	3	meetings
(66 years old)
			President of Procurement Division			(100%)
5	Shunsuke Sasaki	[Reelection]	(Male)	Member of the Board			10/10
Senior Corporate Officer	-	1	meetings
(59 years old)
			President of Sales Division			(100%)
		[Reelection]	(Male)				13/13
6	Keiichiro Sue	[External]	Member of the Board (External)	-	9	meetings
(66 years old)
		[Independent]				(100%)
		[Reelection]	(Female)				13/13
7	Katsuko Tanaka	[External]	Member of the Board (External)	-	8	meetings
(78 years old)
		[Independent]				(100%)
		[Reelection]	(Female)				13/13
8	Hiromi Tamakoshi	[External]	Member of the Board (External)	-	4	meetings
(61 years old)
		[Independent]				(100%)
		[New					13/13
9	Reiko Furukawa	election]	(Female)			[New
Member of the Board (External)	1	meetings
[External]	(65 years old)	election]
				(100%)
		[Independent]

• The position and areas of responsibility in the Company describes the schedule for approval of the election of each candidate.
• Important concurrent positions are the number of concurrent positions as of the date of notification of convocation of this Annual General Meeting of Shareholders.
• The number of years in office is the number of years in office at the conclusion of this Annual General Meeting of Shareholders.
• Attendance at the Board of Directors meetings for Ms. Reiko Furukawa denotes the number of meetings attended as an Audit & Supervisory Board Member (External).

[Reelection]	Candidate for reelected Member of the Board
[New election]	Candidate for newly elected Member of the Board
[External]	Candidate for Member of the Board (External)
[Independent]	Candidate for Independent Officer

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No.	Name	Career summary, position and areas of responsibility in the	Number of
Company's
(Date of birth)	Company and important concurrent positions
	shares owned
	Takashi Kayamoto	Apr. 1979	Joined the Company
	Jun. 2010	Corporate Officer
	(Male)		Vice President of Research and Development
	(February 5, 1956)		Division and Director of Development
	(68 years old)		Department
		Apr. 2013	Senior Corporate Officer
			President of Suspension Spring Division
		Jun. 2015	Member of the Board
			Senior Corporate Officer
			President of Sales Division	81,564
		Apr. 2016	Member of the Board
1			Executive Corporate Officer
			President of Sales Division
	[Reelection]	Apr. 2017	Representative Member of the Board
		President & COO
	Attendance at Board of	Apr. 2019	Representative Member of the Board
	Directors meetings		President & CEO
	13/13 meetings	Apr. 2024	Chairman & Representative Member of the
			Board, CEO (present)
	Reason for election
	Dr. Takashi Kayamoto was appointed Representative Member of the Board and President in 2017, and he has
	abundant experience and advanced knowledge about the business activities of the Company through his duties
	as President and Chairman, and accordingly, we request his reelection as a Member of the Board.
	Kazuhisa Uemura	Apr. 1983	Joined the Company
	Apr. 2014	Corporate Officer
	(Male)
	(July 24, 1960)		Vice President of Sales Division and Director
	(63 years old)		of Seating & Component Sales Department
		Apr. 2018	Senior Corporate Officer
			President of Sales Division
		Jun. 2018	Member of the Board
			Senior Corporate Officer
			President of Sales Division	20,142
		Apr. 2022	Member of the Board
2			Executive Corporate Officer
		President of Sales Division
	[Reelection]	Apr. 2023	Member of the Board
		Executive Corporate Officer
	Attendance at Board of		President of Corporate Planning and Control
		Division
	Directors meetings	Apr. 2024	Representative Member of the Board
	13/13 meetings
		President & COO (present)
	Reason for election
	Mr. Kazuhisa Uemura has many years of experience in Sales Division and deep insight into this field, as well
	as a wealth of experience relating to management through his duties as President of Sales Division and
	President of Corporate Planning and Control Division, and accordingly, we request his reelection as a Member
	of the Board.

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No.	Name	Career summary, position and areas of responsibility in the		Number of
	Company's
(Date of birth)	Company and important concurrent positions
		shares owned
		Apr. 1980	Joined the Company
		Jun. 2011	Corporate Officer
	Kiyohiko Kanmei		Vice President of Seating Division and
		Director of Global Business Promotion
	(Male)
		Department
	(June 10, 1957)
	Apr. 2015	Senior Corporate Officer
	(66 years old)
			President of Seating Division
		Apr. 2018	Executive Corporate Officer
			President of Engineering Division
		Apr. 2019	Executive Corporate Officer
			President of Engineering Division		18,206
			CQO
3		Jun. 2019	Member of the Board
		Executive Corporate Officer
			President of Engineering Division
	[Reelection]		CQO
	Attendance at Board of		Director of Takano Co., Ltd. (non-executive)
	Apr. 2020	Representative Member of the Board
	Directors meetings
		Executive Vice President & CQO
	13/13 meetings
	Apr. 2022	Representative Member of the Board
			Executive Vice President & CQO, CTO
			(present)
	Reason for election
	Mr. Kiyohiko Kanmei has many years of experience in engineering and manufacturing fields and deep insight
	into these fields, as well as a wealth of experience relating to management through his duties as President of
	Seating Division, President of Engineering Division, and since 2020, Representative Member of the Board and
	Executive Vice President, and accordingly, we request his reelection as a Member of the Board.

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No.	Name	Career summary, position and areas of responsibility in the	Number of
Company's
(Date of birth)	Company and important concurrent positions
	shares owned
		Apr. 1981	Joined the Company
		Jun. 2007	Director of Planning and Control
			Department, Suspension Spring Division
		Apr. 2014	Corporate Officer;
			President & CEO and Member of the Board,
			NHK of America Suspension Components
			Inc.;
			President & CEO and Member of the Board,
			New Mather Metals, Inc.
		Apr. 2015	Corporate Officer
	Hidefumi Yoshimura		Director of Human Resources Department,
	(Male)		Corporate Planning and Control Division
	(May 4, 1958)	Apr. 2017	Senior Corporate Officer
	(66 years old)		Vice President of Corporate Planning and
			Control Division and Director of Human
			Resources Department
		Apr. 2020	Senior Corporate Officer
			President of Corporate Planning and Control
			Division	4,990
		Apr. 2021	Executive Corporate Officer
			President of Corporate Planning and Control
4			Division
	Jun. 2021	Member of the Board
	[Reelection]		Executive Corporate Officer
			President of Corporate Planning and Control
	Attendance at Board of		Division
	Directors meetings	Apr. 2022	Member of the Board
	13/13 meetings		Executive Corporate Officer
			President of Corporate Planning and Control
			Division and President of Procurement
			Division
		Apr. 2023	Representative Member of the Board
			Executive Vice President & CFO,
			President of Procurement Division (present)
		Jun. 2023	Director of Takano Co., Ltd. (non-executive)
			(present)

[Important concurrent positions outside the Company] Director of Takano Co., Ltd. (non-executive)

Reason for election

Mr. Hidefumi Yoshimura has a wealth of experience in the management through his duties as Director of Planning and Control Department of Suspension Spring Division, President & CEO and Member of the Board of NHK of America Suspension Components Inc., President & CEO and Member of the Board of New Mather Metals, Inc., Director of the Human Resources Department, President of the Corporate Planning and Control Division, and President of the Procurement Division, and accordingly, we request his reelection as a Member of the Board.

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No.	Name	Career summary, position and areas of responsibility in the	Number of
Company's
(Date of birth)	Company and important concurrent positions
	shares owned
	Shunsuke Sasaki	Apr. 1987	Joined the Company
	(Male)	Apr. 2018	Corporate Officer;
	(October 2, 1964)		Representative Member of the Board and
	(59 years old)		Executive Vice President of NHK
			International Corporation
		Apr. 2019	Corporate Officer
			Vice President of Suspension Spring Division
			and Director of Planning and Control
			Department	5,336
		Apr. 2022	Senior Corporate Officer
5			Vice President of Suspension Spring Division
		and Director of Planning and Control
			Department
	[Reelection]	Apr. 2023	Senior Corporate Officer,
	Attendance at Board of		President of Sales Division
	Jun. 2023	Member of the Board
	Directors meetings
		Senior Corporate Officer
	10/10 meetings		President of Sales Division (present)
	Reason for election
	Mr. Shunsuke Sasaki has many years of experience in Sales Division and deep insight into this field, as well as
	a wealth of experience relating to management through his duties as Representative Member of the Board and
	Executive Vice President of NHK International Corporation, and Director of Planning and Control Department,
	Suspension Spring Division, and accordingly, we request his reelection as a Member of the Board.

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No.	Name	Career summary, position and areas of responsibility in the	Number of
Company's
(Date of birth)	Company and important concurrent positions
	shares owned
	Keiichiro Sue	Apr. 1984	Registered as Attorney at Law (a member of
	(Male)		Dai-Ichi Tokyo Bar Association)
	(July 27, 1957)		Joined the Nobuo Takai Law Firm
	(66 years old)	Jan. 1989	Joined Matsuo & Kosugi
		Oct. 1995	Registered as Attorney at Law in New York
			State, USA
		Jun. 2009	Partner of Blakemore & Mitsuki (present)
		Jun. 2014	External Director of METAWATER Co., Ltd.
		Jun. 2014	Corporate Auditor (External) of the Company		None
		Jun. 2015	Member of the Board (External) of the
			Company (present)
6	[Reelection]
	[External]
	[Independent]
	Attendance at Board of
	Directors meetings
	13/13 meetings
	Reason for election and expected role
	Since being appointed as Member of the Board (External) in 2015, Dr. Keiichiro Sue has appropriately fulfilled
	the role of overseeing the execution of business, as well as having a wealth of experience as an attorney at law.
	He has never in the past been directly involved in the management of a company except as an external officer.
	However, we judge that he can be expected to provide objective opinions on the operation of a business
	enterprise, and contribute to strengthening the corporate governance of the Company, and accordingly, we
	request his reelection as a Member of the Board (External).
	Katsuko Tanaka	Apr. 1970	Researcher, hygiene class, Okayama
	(Female)		University Medical School (Worked in the
	(September 3, 1945)		local hospital.)
	(78 years old)	Jul. 1970	Medical license registration (No. 207731)
		May 1976	Worked at Yokohama City Hall
		May 1998	Mayor, Sakae Ward, Yokohama City
		Apr. 2000	Director General, Social Welfare Bureau,
			Yokohama City
		Apr. 2004	Director General, Civic Affairs Bureau,		None
			Yokohama City
		Apr. 2006	Trustee and Secretary General of Public
7			University Corporation Yokohama City
[Reelection]		University
	[External]	Apr. 2013	Chairperson of Yokohama City University
	[Independent]	Jun. 2016	Member of the Board (External) of the
	Attendance at Board of		Company (present)
	Directors meetings
	13/13 meetings
	Reason for election and expected role
	Since being appointed as Member of the Board (External) in 2016, Dr. Katsuko Tanaka has appropriately
	fulfilled the role of overseeing the execution of business and she has extensive experience relating to
	organizational management of public bodies. She has never in the past been directly involved in the
	management of a company except as an external officer. However, we judge that she can be expected to
	provide objective opinions on the operation of a business enterprise, and accordingly, we request her reelection
	as a Member of the Board (External).

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No.	Name	Career summary, position and areas of responsibility in the	Number of
Company's
(Date of birth)	Company and important concurrent positions
	shares owned
	Hiromi Tamakoshi	Oct. 1987	Joined Chuo Audit Corporation
	(Female)	Apr. 1999	Registered as Attorney at Law (Kanagawa
	(June 18, 1962)
		Bar Association)
	(61 years old)
		Joined Ryoji Kimura Law Office
		Apr. 2017	Auditor of Yokohama City University
		Jun. 2020	Member of the Board (External) of the
			Company (present)
		Apr. 2021	Established Yokohama Nagomi Law Office
			(present)		None
8	[Reelection]
	[External]
	[Independent]
	Attendance at Board of
	Directors meetings
	13/13 meetings
	Reason for election and expected role
	Since being appointed as Member of the Board (External) in 2020, Ms. Hiromi Tamakoshi has appropriately
	fulfilled the role of overseeing the execution of business, as well as having a wealth of experience as an
	attorney at law. She has never in the past been directly involved in the management of a company except as an
	external officer. However, we judge that she can be expected to provide objective opinions on the operation of
	a business enterprise, and contribute to strengthening the corporate governance of the Company, and
	accordingly, we request her reelection as a Member of the Board (External).
		Apr. 1981	Joined Nippon Univac Kaisha, Ltd.
	Reiko Furukawa		(currently, BIPROGY Inc.)
	Apr. 2005	General Manager of Service Department,
	(Female)
		Mechanical Solutions Division, Nihon
	(February 12, 1959)
		Unisys Excelutions, Ltd. (currently, UEL
	(65 years old)
		Corporation)
		Apr. 2007	General Manager of Industry Development
			Department
		Apr. 2009	Executive Officer
		Apr. 2011	General Manager of Outsourcing Planning
			Department, MBK Outsourcing Center,		None
			UNIADEX, Ltd
		Apr. 2014	General Manager of Quality Assurance
9			Department
[New election]	Jul. 2017	Full-time Audit & Supervisory Board
	[External]		Member of UNIADEX, Ltd
	[Independent]	Jun. 2022	Audit & Supervisory Board Member
	Attendance at Board of		(External) of the Company (present)
		Director (Outsider) of Hanwa Co., Ltd.
	Directors meetings
		(present)
	13/13 meetings
	[Important concurrent positions outside the Company]
		Director (Outsider) of Hanwa Co., Ltd.
	Reason for election and expected role
	Ms. Reiko Furukawa has extensive experience and deep insight into the management of business enterprises,
	and since being appointed as Audit & Supervisory Board Member (External) of the Company in 2022, she has
	appropriately performed audits and can be expected to provide objective opinions on the operation of a
	business enterprise and advice on overall management of the Company based on her experience, and
	accordingly, we request her appointment as a Member of the Board (External).

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