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 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.

Code Number: 7309 March 6, 2024 (Start date of measures for electronic provision: March 4, 2024)

To Those Shareholders with Voting Rights

Taizo Shimano

President

SHIMANO INC.

3-77Oimatsu-cho,Sakai-ku, Sakai City, Osaka, Japan

Notice of Convocation of the 117th Ordinary General Meeting of Shareholders

You are hereby notified that the 117th Ordinary General Meeting of Shareholders of Shimano Inc. will be held as below.

In convening this General Meeting of Shareholders, the Company takes measures for electronic provision and posts the matters subject to the measures for electronic provision on each of the following websites on the Internet in accordance with the provisions of Article 325-3 of the Companies Act. Please access either of the websites to confirm the matters subject to the measures for electronic provision.

To view the information on the Tokyo Stock Exchange website (Listed Company Search), please access the said website, perform a search by entering the "Issue name (company name)" (Shimano) or "Code" (7309), select "Basic information" and "Documents for public inspection/PR information" in this order, and view the information of "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting."

< Company's website >

URL:https://www.shimano.com/en/ir/shareholdermeeting.html

URL:https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do

When not attending the Meeting in person on the day of the Meeting, shareholders can exercise their voting rights via the Internet, etc. or by post. Please review the Reference Documents for the General Meeting of Shareholders posted on this paper copy stating matters subject to the measures for electronic provision or on the matters subject to the measures for electronic provision, and exercise your voting rights by 5:00 p.m. (Japan Standard Time) onTuesday, March 26, 2024.

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1. Date and Time: 10:00 a.m. (Japan Standard Time), Wednesday, March 27, 2024 (The reception desk will open at 9:00 a.m.)

2. Venue:

Manufacturing Technology Center, Shimano Inc. Head Office

3-77Oimatsu-cho,Sakai-ku, Sakai City, Osaka

3. Agenda:

Matters to be reported: (1) The Business Report, Consolidated Financial Statements, and

Non-consolidated Financial Statements for the 117th Fiscal Year (from January 1, 2023 to December 31, 2023)

  1. Results of Audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board

Proposals to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of 4 Directors

Proposal No. 3: Election of 1 Audit & Supervisory Board Member

Proposal No. 4: Election of 1 Substitute Audit & Supervisory Board Member

Instructions for the Exercise of Voting Rights

(1) Exercise of Voting Rights by Post

Please indicate your approval or disapproval of the proposals on the enclosed ballot form and return it so that it arrives by 5:00 p.m. (Japan Standard Time) on Tuesday, March 26, 2024. If you do not indicate your approval or disapproval for a proposal, your vote for the proposal shall be counted as approval.

(2) Exercise of Voting Rights via the Internet etc.

When exercising voting rights via the Internet etc., please refer to the Guidance for Exercising Voting Rights on pages 3 and 4 and exercise your voting rights by 5:00 p.m. (Japan Standard Time) on Tuesday, March 26, 2024.

(Notes)

  • If you exercise your voting rights both by post and via the Internet etc., the exercise of voting rights via the Internet etc. shall prevail.
  • If you exercise your voting rights via the Internet etc. multiple times, the final exercise of voting rights shall prevail.
  • The Company participates in the electronic voting platform for institutional investors operated by ICJ, Inc., a joint-venture company established by the Tokyo Stock Exchange Inc., etc.

〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

  • Shareholders who will attend the meeting are requested to submit the enclosed ballot form at the reception desk.
  • If any necessary revisions are made to the contents of the matters subject to the measures for electronic provision up to the day before the General Meeting of Shareholders, revisions will be posted on each website described on the previous page.
  • This notice of convocation serves also as a paper copy stating matters subject to the measures for electronic provision to be provided according to the request for delivery of a paper copy. Pursuant to provisions of laws and regulations as well as Article 16, Paragraph 2 of the Articles of Incorporation of the Company, the following

matters are not stated in this notice of convocation.

Business Report:Systems to Ensure the Appropriateness of Operations (Internal Control Systems) and the Status of Implementation of Such Systems

  • Consolidated Financial Statements: Consolidated Statement of Shareholders' Equity Notes relating to Consolidated Financial Statements

Non-consolidated Financial

Non-consolidated Statement of Shareholders' Equity

Statements:

Notes relating to Non-consolidated Financial Statements

2

[Guidance for Exercising Voting Rights]

If you are refraining from attending the General Meeting of Shareholders

・Exercising voting rights by post

Please indicate your approval or disapproval of each proposal shown on the enclosed ballot form and mail it back to the Company.

If you do not indicate your approval or disapproval of a proposal, it will be treated as if you have indicated your approval.

Deadline for the exercise of voting rights: The ballot form must arrive no later than 5:00 p.m. (Japan Standard Time) on Tuesday, March 26, 2024

・Exercising voting rights with a smartphone and via the Internet

Please access the website for exercising voting rights (https://www.web54.net). Please refer to the next page for details.

Deadline for the exercise of voting rights: 5:00 p.m. (Japan Standard Time) on Tuesday, March 26, 2024

If you are attending the General Meeting of Shareholders

・Attending the General Meeting of Shareholders

Please submit the enclosed ballot form at the reception desk.

Please bring this Notice of Convocation with you to conserve resources.

Date and time of the General Meeting of Shareholders: 10:00 a.m. (Japan Standard Time) on Wednesday, March 27, 2024

(The reception desk will open at 9:00 a.m.)

Exercising voting rights by post

*As it may take more time than usual for your mail to arrive, we request that you mail your ballot form early. ・How to fill in the ballot form

Please indicate your approval or disapproval of each proposal here. For the proposals of officer election,

if you approve all candidates mark ○ in the 賛 column

if you disapprove all candidates mark ○ in the 否 column

if you disapprove some of the candidates mark ○ in the 賛 column and, in the blank column next to it, enter the candidate number for each candidate you disapprove of.

・Notes for filling in the ballot form

If you have marked ○ in both the 賛 and 否columns to indicate approval or disapproval on the ballot form the vote will be invalid.

If you have accidentally marked ○ in both the 賛 and 否 columns, please cross out either one.

3

Exercising voting rights via the Internet

  1. Access the website for exercising voting rights:https://www.web54.netClick
  2. Log in

Enter the voting rights code

  1. Enter the password Enter the password
    Please follow on-screen instructions to indicate your approval or disapproval of each proposal.

Exercising voting rights on a smartphone

1) Access the website for exercising voting rights on a smartphone

Scan "the QR Code for logging into the website for exercising voting rights on a smartphone" located on the bottom right of the enclosed ballot form with your smartphone or tablet device.

  • "QR Code" is a registered trademark of DENSO WAVE INCORPORATED. 2) Open the website for exercising voting rights
    Please follow on-screen instructions to indicate your approval or disapproval of each proposal.

Note: If you wish to change your votes after you have exercised your voting rights, you will need to scan the QR Code again and enter the "voting rights code" and the "password" printed on the enclosed ballot form (you may also exercise your voting rights by directly accessing the website for exercising voting rights (https://www.web54.net) from a computer).

  • The Company shall not be responsible for any charge for a dial-up connection and any telecommunication charges incurred when you use the website for exercising voting rights.
  • Depending on your Internet environment, services you have subscribed to, and devices you use, the website for exercising voting rights may not be available.

Inquiries Concerning Exercising Voting Rights via the Internet

If you have any questions concerning the exercise of voting rights via the Internet, please address inquiries to the following point of contact.

Sumitomo Mitsui Trust Bank

Stock Transfer Agency Web Support

Dedicated number:

®0120-652-031 (open from 9:00 a.m. to 9:00 p.m. (Japan Standard Time))

Please address inquiries concerning matters other than the exercise of voting rights to the following point of contact:

® 0120-782-031 (open from 9:00 a.m. to 5:00 p.m. (excluding Saturday, Sunday and public holidays) (Japan Standard Time))

4

Reference Documents for the General Meeting of Shareholders

Proposal No. 1 Appropriation of Surplus

The Company considers the return of earnings to shareholders to be one of the most important issues for management. The Company's basic policy is to continue providing stable returns reflecting overall business performance and strategy.

In accordance with the above policy, we propose payment of year-end cash dividends for fiscal year 2023 as below.

As the Company has paid an interim dividend of 142.50 yen per share, the annual dividend will amount to 285.00 yen per share.

  1. Type of dividend property: Cash
  2. Matters concerning the allotment of dividend property to shareholders and the total amount:
    142.50 yen per share of the Company's common stock, for a total amount of 12,820,151,153 yen
  3. Effective date of dividends from surplus: March 28, 2024 (Thursday)

5

Proposal No. 2 Election of 4 Directors

The terms of office of the following 4 Directors will expire at the close of this General Meeting of Shareholders: Messrs. Yozo Shimano, Taizo Shimano, Takashi Toyoshima, and Masahiro Tsuzaki. Accordingly, we request the election of 4 Directors.

The candidates for Directors are listed below.

Candidate

Name

Number of shares

Career summary, position, assignment, and significant concurrent positions

of the Company

No.

(Date of birth)

held

Mar. 1974

Joined Shimano Inc.

Feb. 1986

Director and Vice President, Sales Planning Dept.

Dec. 1987

Director and Vice President, Domestic Fishing Tackle Sales

Dept.

Sep. 1990

Director and Head of Fishing Operations Div.

Jan. 1995

Representative Director and Senior Executive Vice President

Yozo Shimano

Mar. 2001

Representative Director and President

Mar. 2021

Representative Director, Chairman and CEO (to present)

(Nov. 12, 1948)

Reasons for nomination as a candidate for Director:

1

703,355 shares

Male

Having served as the head of divisions, Mr. Yozo Shimano has a wealth of

experience and advanced knowledge in the Company's businesses. He has

Reappointment

been responsible for the Company's management as Representative

Director and President since 2001 and Representative Director, Chairman

and CEO of the Company since 2021 and has been contributing to the

Company's development. Considering that based on his wealth of

experience and achievements, he is able to make decisions on the

Company's management and supervise the execution of business, the

Company has nominated him as a candidate for Director.

6

Candidate

Name

Number of shares

Career summary, position, assignment, and significant concurrent positions

of the Company

No.

(Date of birth)

held

Sep. 1991

Joined Shimano Inc.

Jul. 2004

Vice President and Factory Manager, Shimano (Kunshan)

Bicycle Components Co., Ltd.

Apr. 2006

Vice President, Marketing Dept., Bicycle Components Div.

Jan. 2010

Head of Fishing Operations Div.

Mar. 2010

Director and Head of Fishing Operations Div.

Mar. 2016

Executive Vice President and Head of Fishing Operations

Div.

Jan. 2018

Executive Vice President, Supervising of Fishing Operations

Div. and Chief of Marketing Officer, Bicycle Components

Div.

Jan. 2019

Executive Vice President, Head of Bicycle Components Div.

and Vice President, Marketing Dept., Sales Administration

Taizo Shimano

Dept., Bicycle Components Div.

Mar. 2019

Senior Executive Vice President, Head of Bicycle

(Dec. 17, 1966)

Components Div. and Vice President, Marketing Dept.,

2

109,377 shares

Sales Administration Dept., Bicycle Components Div.

Male

Jul. 2019

Senior Executive Vice President, Head of Bicycle

Reappointment

Components Div. and Vice President, Marketing Dept.,

Bicycle Components Div.

Jan. 2021

Senior Executive Vice President and Head of Bicycle

Components Div.

Mar. 2021

Representative Director and President (to present)

Reasons for nomination as a candidate for Director:

Having served as the head of divisions, Mr. Taizo Shimano has a wealth of

experience and advanced knowledge in the Company's businesses. He has

been contributing to the Company's development as Representative

Director and President of the Company since 2021. Considering that based

on his wealth of experience and achievements, he is able to make decisions

on the Company's management and supervise the execution of business,

the Company has nominated him as a candidate for Director.

7

Candidate

Name

Number of shares

Career summary, position, assignment, and significant concurrent positions of the Company

No.

(Date of birth)

held

Oct. 2001

General Manager, Imaging Systems Development Dept. and

General Manager, Imaging Systems Purchasing Dept.,

Imaging Systems Company, Olympus Optical Co., Ltd.

Apr. 2002

Division Manager, Imaging Systems Development &

Purchasing Division and General Manager, Design Office,

Olympus Optical Co., Ltd.

Oct. 2002

Managing Director, Olympus Hong Kong and China Ltd.

Oct. 2004

Director and Division Manager, Imaging Systems

Purchasing Group, General Manager, Components Business

Promotion Dept., and General Manager, Imaging Systems

OEM Procurement Dept., Olympus Imaging Corp.

May 2007

Joined Shimano Inc.

Technology Advisor, Bicycle Components Div.

Jan. 2008

Vice President, System Engineering Dept., Bicycle

Components Div.

Mar. 2010

Director and Vice President, System Engineering Dept.,

Bicycle Components Div.

Mar. 2016

Executive Vice President and Chief of Technology Officer

Jan. 2017

Executive Vice President, Chief of Technology Officer,

Bicycle Components Div. and Vice President, Technology

R&D Dept. and SMA (Shimano Modular Architecture)

Development Dept., Bicycle Components Div.

Jan. 2018

Executive Vice President, Chief of Technology Officer,

Bicycle Components Div. and Vice President, Technology

R&D Dept., SMA (Shimano Modular Architecture)

Development Dept. and Product R&D Dept., Bicycle

Components Div.

Jan. 2019

Executive Vice President, Head of SDM (Shimano Digital

Manufacturing) Development Div., Chief of Technology

Takashi

Officer, Bicycle Components Div. and Vice President,

Technology R&D Dept., Bicycle Components Div.

Toyoshima

Mar. 2019

Senior Executive Vice President, Head of SDM (Shimano

3

(Jun. 12, 1956)

Digital Manufacturing) Development Div., Chief of

2,875 shares

Technology Officer, Bicycle Components Div. and Vice

Male

President, Technology R&D Dept., Bicycle Components

Div.

Reappointment

Aug. 2019

Senior Executive Vice President, Head of SDM (Shimano

Digital Manufacturing) Development Div., Vice President,

Assembly Engineering Dept., SDM Development Div.,

Chief of Technology Officer, Bicycle Components Div. and

Vice President, Technology R&D Dept., Bicycle

Components Div.

Jan. 2020

Senior Executive Vice President, Head of SDM (Shimano

Digital Manufacturing) Development Div., Vice President,

Shimano Research Laboratories, SDM Development Div.,

Chief of Technology Officer, Bicycle Components Div. and

Vice President, Technology R&D Dept., Bicycle

Components Div.

Jan. 2021

Senior Executive Vice President, Head of SDM (Shimano

Digital Manufacturing) Development Div., Vice President,

Assembly Engineering Dept., Forming Technology Dept.

and Information Systems Dept., SDM Development Div.,

Chief of Technology Officer, Bicycle Components Div. and

Vice President, Technology R&D Dept., Bicycle

Components Div.

Mar. 2021

Representative Director and Deputy President (to present)

Reasons for nomination as a candidate for Director:

Having served as the head of development departments of the Bicycle Components Div. and the head of the Bicycle Components Div., Mr. Takashi Toyoshima has a wealth of experience and advanced knowledge in the Company's businesses. He has been contributing to the Company's development as Representative Director and Deputy President of the Company since 2021. Considering that based on his wealth of experience and achievements, he is able to make decisions on the Company's management and supervise the execution of business, the Company has nominated him as a candidate for Director.

8

Candidate

Name

Number of shares

Career summary, position, assignment, and significant concurrent positions

of the Company

No.

(Date of birth)

held

Mar. 1980

Joined Shimano Inc.

Jan. 2006

Vice President, Corporate Communications

Jan. 2009

Vice President, Corporate Communications & Human

Resources Dept., General Operations Div.

Jan. 2010

Vice President, Corporate Communications Dept. and

Human Resources Dept., General Operations Div.

Mar. 2010

Director and Vice President, Corporate Communications

Dept. and Human Resources Dept., General Operations Div.

Mar. 2016

Executive Vice President, Chief of Human Resources and

Corporate Communications Officer, General Operations

Div.

Jul. 2016

Executive Vice President, Chief of Human Resources and

Corporate Communications Officer, General Operations

Div. and Vice President, Corporate Communications Dept.

Jan. 2018

Executive Vice President, Chief of Human Resources,

Corporate Communications and General Affairs Officer,

General Operations Div. and Vice President, Corporate

Communications Dept.

Mar. 2018

Executive Vice President, Vice President, Corporate

Communications Dept., General Operations Div. and

Masahiro Tsuzaki

Supervising of Human Resources Dept., General Affairs

Dept., and Lifestyle Gear Div.

(May 12, 1956)

Mar. 2019

Executive Vice President, Vice President, Corporate

4

Communications Dept., General Operations Div.,

6,975 shares

Male

Supervising of Human Resources Dept., General Affairs

Dept., and Lifestyle Gear Div. and Chief of Internal

Reappointment

Auditing Officer

Jan. 2020

Executive Vice President, Head of General Operations Div.,

Vice President, Corporate Communications Dept., General

Operations Div., Supervising of Lifestyle Gear Div. and

Chief of Internal Auditing Officer

Mar. 2020

Senior Executive Vice President and Head of General

Operations Div.

Jan. 2022

Senior Executive Vice President and Head of SDA

Development Div.

Mar. 2022

Representative Director and Deputy President (to present)

Reasons for nomination as a candidate for Director:

Having served as the head of administration departments, including the Corporate Communications Dept., Human Resources Dept. and General Affairs Dept., Mr. Masahiro Tsuzaki has a wealth of experience and advanced knowledge in the Company's businesses. He has been contributing to the Company's development as Representative Director and Deputy President of the Company since 2022. Considering that based on his wealth of experience and achievements, he is able to make decisions on the Company's management and supervise the execution of business, the Company has nominated him as a candidate for Director.

Notes:

  1. No conflict of interest exists between the Company and each candidate.
  2. The Company has entered into a Directors and Officers liability insurance agreement insuring each Director and Officer with an insurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance policy covers damages and litigation costs incurred by the insured, arising out of claims in connection with the acts performed by the insured (including omissions) in their capacity as Directors and Officers of the Company. Insurance premiums of the insured are fully paid for by the Company.
    If the candidates are elected, each of them will be covered by the insurance agreement, and the Company plans to renew the insurance agreement during their terms of office under the same terms and conditions.

9

Proposal No. 3 Election of 1 Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Yoshihiro Hirata will expire at the close of this General Meeting of Shareholders. Accordingly, we request the election of 1 Audit & Supervisory Board Member.

The consent of the Audit & Supervisory Board has been obtained concerning this proposal.

The candidate for Audit & Supervisory Board Member is listed below. Mr. Masayoshi Yoshimoto is a new candidate for Audit & Supervisory Board Member.

Name

Number of shares

Career summary, position and significant concurrent positions

of the Company

(Date of birth)

held

Mar. 1990

Joined Shimano Inc.

Apr. 2013

Vice President of Strategy & Business Improvement., Dash

America, Inc. (Pearl Izumi USA)

Jan. 2016

Vice President, Supervising Planning and Administration.,

Lifestyle Gear Div.

Jan. 2017

Head of Lifestyle Gear Div.

Apr. 2020

Vice President, Lifestyle Gear Development & Procurement

Masayoshi Yoshimoto

Dept., Fishing Operations Div.

Jan. 2022

Vice President, Fishing Procurement Dept. and SPI Management

(Apr. 26, 1965)

Dept., Fishing Operations Div.

0 shares

Jan. 2024

Vice President, Fishing Procurement Dept., Fishing Operations

Male

Div. (to present)

New candidate

Reasons for nomination as a candidate for Audit & Supervisory Board Member:

Mr. Masayoshi Yoshimoto has served as the head of the division and Vice

President of procurement departments, as well as in other key posts.

Considering that based on his wealth of experience and advanced knowledge in

the Company's systems, he is able to supervise the Company's management as

an Audit & Supervisory Board Member, the Company has nominated him as a

candidate for Audit & Supervisory Board Member.

Notes:

1. No conflict of interest exists between the Company and the above candidate.

2. The Company has entered into a Directors and Officers liability insurance agreement insuring each Director and Officer with an insurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance policy covers damages and litigation costs incurred by the insured, arising out of claims in connection with the acts performed by the insured (including omissions) in their capacity as Directors and Officers of the Company. Insurance premiums of the insured are fully paid for by the Company.

If the candidate is elected, he will be covered by the insurance agreement, and the Company plans to renew the insurance agreement during their terms of office under the same terms and conditions.

10

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Shimano Inc. published this content on 29 February 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2024 04:00:06 UTC.