Nippon Ceramic : Notice of the 47th ordinary general shareholders meeting

This document has been translated for the purpose of reference. In case of any differences between the original Japanese document and the translation, the Japanese document shall take precedence.

Securities Code: 6929

March 7, 2022

Nippon Ceramic Co., Ltd.

176-17, Hirooka, Tottori-shi, Tottori, Japan

Shinichi Taniguchi, President and CEO

Notice of the 47th Ordinary General Meeting of Shareholders

Dear shareholders,

We hereby give notice that the 47th Ordinary General Meeting of Shareholders shall be convened as outlined below.

You may exercise your voting rights in advance in writing or via the Internet in lieu of voting in person at the meeting. After reviewing the following reference documents for the general meeting of shareholders, please exercise your voting rights following the instructions below no later than 4:00 p.m. on Thursday, March 24, 2022

Details

1. Time & Date:

Friday, March 25, 2022, 10:00 a.m., Japan time. (Registration begins at 9:00 a.m.)

1. Venue: Torigin Cultural Hall (Tottori Prefectural Culture Hall), Conference Room 2 101-5, Shotokucho, Tottori-shi, Tottori, Japan
2. Purposes:

Items to Be Reported:

1. Business Report, Consolidated Financial Statements, and Auditing Reports of Accounting Auditor and Audit &Supervisory Committee for Consolidated Financial Statements, for the 47th fiscal year (January 1 to December 31, 2021)
2. Financial statements for the 47th fiscal year (January 1 to December 31, 2021)

Matters to Be Voted On:

Proposal 1: Partial amendment of Articles of Incorporation

Proposal 2: Election of three (3) Directors (excluding Directors who are Members of the Audit and Supervisory Committee)

Proposal 3: Election of four (4) Directors who are Members of the Audit and Supervisory Committee

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Notes:

*Among the documents that are to be attached to this notice, the following have not been included because these have been posted on the Company's website, which is listed below, in accordance with legal statutes and with the provisions of Article 18 of the Company's Articles of Incorporation. Therefore, the documents attached to this notice constitute only part of the audited Consolidated Financial Statements and Business Report prepared by the Audit and Supervisory Board for the internal audit report and part of the audited Consolidated Financial Statements and other financial documents prepared by the Independent Auditor for the Independent Auditor's Report.

・Company structure and policy in the Business Report

・Consolidated Statement of Changes in Shareholders' Equity in the Consolidated Financial Statements and Notes to the Consolidated Financial Statements

・Statement of Changes in Shareholders' Equity in the Non-Consolidated Financial Statements and Notes to the Non- Consolidated Financial Statements

*Attendees are requested to hand over the attached voting card at the conference hall registration desk.

*In the event that the reference documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements, or the Financial Statements are revised, such revisions shall be posted on the website below.

• Souvenirs and beverages will not be provided this year in order to reduce the risk of infection. In addition, the briefing session after the General Meeting of Shareholders will be cancelled . Your cooperation is appreciated.
• The seats in the venue will be set apart from each other to enable social distancing. As a result, there will be fewer seats available this year compared to previous years. Please note that admission may be restricted.
• Your temperature will be checked at the entrance to the venue with a thermal imaging camera. If you feel unwell, for instance, if you have a temperature of 37.5 degrees or higher, you may be asked to refrain from entering the venue.
• Please wear a mask and use the alcohol-based hand sanitizer provided at the venue.
• Company officers and staff who attend the general meeting of shareholders will all wear masks.
• If there is any major change in the arrangements for the General Meeting of Shareholders due to future circumstances, this will be announced on the website below.

Company's website (https://www.nicera.co.jp/).

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Guidance on Exercising Voting Rights

Voting rights at General Meetings of Shareholders are important rights of you as a shareholder.

Please exercise your voting rights after reading and considering the details of the attached Reference Documents for the General Meeting of Shareholders.

The following three ways to exercise your voting rights are available.

If you attend the General Meeting of Shareholders

Please present the enclosed voting card at the reception desk upon your arrival.

Time & Date

Friday, March 25, 2022, 10:00 a.m., Japan time. (Registration begins at 9:00 a.m.)

If you exercise voting rights in writing (by mail)

Please indicate your approval or disapproval for the proposals on the enclosed voting card and return it to us.

Deadline

Votes reaching us by 4:00 p.m. on Thursday, March 24, 2022

If you exercise voting rights via the Internet

Please follow the instructions on the next page and enter your approval or disapproval for the proposals.

Deadline

Entries completed by 4:00 p.m., Thursday, March 24, 2022

If you exercise your voting rights both in writing (by mail) and via the Internet, we will treat the latter as the effective exercise of your voting rights.If you exercise your voting rights via the Internet several times, we will treat the last exercise as the effective exercise of your voting rights.

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On Voting Rights via the Internet

How to scan the QR code: Smart

Exercise

You can log into the voting website without entering a voting code and password.

1. Please scan the QR code on the lower right part of the voting card.

*QR Code is the registered trademark of DENSO WAVE INCORPORATED.

2. Please follow the instructions on the screen to register whether you approve or disapprove of each proposal.

• In Smart Exercise, exercise of voting rights may be carried out only once.

If you wish to change your vote after exercising your voting rights, please access the website for PCs, log in to the website by entering your voting code and password printed on your voting card, and exercise your voting right again.

*If you scan the QR code again, you can move to the PC website.

How to enter your voting code and

password

Voting website https://www.web54.net

1. Please access the voting website for PCs. ・Click Next
2. Please enter your voting code printed on the voting card. ・Enter voting code.

・Click Login.

1. Please enter your password printed on the voting card. ・Enter password

・Please set a new password that you will actually use. ・Click Register.

1. Please follow the instructions on the screen to register whether you approve or disapprove of each proposal.

For inquiries about operation procedure for exercising voting rights via the Internet using PCs, smartphones, and cell phones, please contact the inquiry desk on the right.

Sumitomo Mitsui Trust Bank Securities Agency Web Support

Dedicated Dial

TEL: [phone] (toll-free)

(Reception time: 9:00-21:00)

Institutional investors are permitted to use the platform for the electronic exercise of voting rights for institutional investors operated by ICJ, Inc.

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Reference Documents for the General Meeting of Shareholders

Proposal 1: Partial Amendments to the Articles of Incorporation

1. Reason for proposal

With the enforcement on September 1, 2022 of the revised provisions stipulated in the proviso of

Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No.70 of 2019), the Company proposes amending its Articles of Incorporation to prepare for the adoption of a system for the electronic provision of materials for general meetings of shareholders, as follows.

1. The establishment of a system for providing information on the content of general shareholder meeting materials in electronic format will be required to be specified in articles of incorporation. Accordingly, the establishment of Article 18 (Electronic Provision Measure, etc.), Paragraph 1 is proposed.
2. In order to limit the scope of information on documents in writing to the scope determined by the Ministry of Justice ordinance, in the case where shareholders request to receive the delivery of the said documents that describe certain matters among matters which are the content of general shareholder meeting materials in electronic format, the establishment of Article 18 (Electronic Provision Measure, etc.), Paragraph 2 is proposed.
3. With the introduction of a system for providing information on the content of general shareholder meeting materials in electronic format, Article 18 (Internet Disclosure and De Facto Provision of Shareholders' General Meeting Reference Documents, etc.) of the current Articles of Incorporation will be unnecessary. Accordingly, the said provisions are proposed to be deleted.
4. The establishment of supplementary provisions regarding the effect of the establishment and deletion of the above provisions is proposed. The said supplementary provisions shall be deleted after the expiration of specified periods.

2. Details of amendments

Details of the amendments are as follows.

(Underlining indicates amendments)

Current Articles of Incorporation

Proposed Amendments

(Disclosure on the Internet and De Facto Provision

(Deleted)

of Shareholders' General Meeting Reference

Documents, etc.)

Article 18. In conjunction with the convening of a

General Meeting of Shareholders,

information on matters that should be

described or indicated in shareholders'

general meeting reference documents,

business reports, financial statements and

consolidated financial statements shall be

deemed to have been provided to

shareholders, if the Company discloses

such information by any Internet-based

means pursuant to the Ministry of Justice

ordinance.

(New provision)

(Electronic Provision Measure, etc.)

Article 18. Upon convening a General Meeting of

Shareholders, the Company shall take the

electronic provision measure with respect

to information that constitutes the content

of reference documents for the meeting

of shareholders, etc.

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