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 inperson at the meeting. After reviewing the following reference documents for the general meeting ofshareholders, 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.)
2. Venue: Torigin Cultural Hall (Tottori Prefectural Culture Hall), Conference Room 2
101-5, Shotokucho, Tottori-shi, Tottori, Japan
3. 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-1-Notes:*Among the documents that are to be attached to this notice, the following have not been included because these havebeen posted on the Company’s website, which is listed below, in accordance with legal statutes and with the provisionsof Article 18 of the Company’s Articles of Incorporation. Therefore, the documents attached to this notice constituteonly 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 NonConsolidated 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, theConsolidated Financial Statements, or the Financial Statements are revised, such revisions shall be posted on thewebsite below.

<Requests to shareholders who attend>● 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 tofuture circumstances, this will be announced on the website below.

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

-2-

Guidance on Exercising Voting Rights
Voting rights at General Meetings of Shareholders are important rights of you as ashareholder.
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

If you exercise voting rights
in writing (by mail)If you exercise voting rights
via the Internet

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

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

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

Time & Date

Deadline

Deadline

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

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

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 thelatter 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.

-3-

On Voting Rights via the Internet
How to scan the QR code: Smart
Exercise

How to enter your voting code andpassword

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

Voting website

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

1. Please access the voting website for PCs.

voting card.

https://www.web54.net

・Click Next

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

2. Please enter your voting code printed on the voting card.
・Enter voting code.

2. Please follow the instructions on the screen to register

・Click Login.

whether you approve or disapprove of each proposal.
3. Please enter your password printed on the voting card.

● In Smart Exercise, exercise of voting rights may be

・Enter password

carried out only once.

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

If you wish to change your vote after exercising your・Click Register.

voting rights, please access the website for PCs, log in to
the website by entering your voting code and password

4. Please follow the instructions on the screen to register

printed on your voting card, and exercise your voting

whether you approve or disapprove of each proposal.

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

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

Sumitomo Mitsui Trust Bank Securities Agency Web Support
Dedicated Dial
TEL: 0120-652-031 (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.

-4-

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 (ActNo.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 ofincorporation. 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 generalshareholder 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 ofIncorporation will be unnecessary. Accordingly, the said provisions are proposed to be deleted.
(4) The establishment of supplementary provisions regarding the effect of the establishment anddeletion 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(Disclosure on the Internet and De Facto Provisionof Shareholders' General Meeting Reference
Documents, etc.)
Article 18. In conjunction with the convening of aGeneral Meeting of Shareholders,
information on matters that should be
described or indicated in shareholders'
general meeting reference documents,
business reports, financial statements andconsolidated financial statements shall bedeemed to have been provided toshareholders, if the Company discloses
such information by any Internet-basedmeans pursuant to the Ministry of Justiceordinance.

Proposed Amendments(Deleted)(New provision)(Electronic Provision Measure, etc.)
Article 18. Upon convening a General Meeting of
Shareholders, the Company shall take theelectronic provision measure with respect
to information that constitutes the content
of reference documents for the meetingof shareholders, etc.

-5-(ii) Among matters for which the electronic
provision measure will be taken, theCompany will not be required to state allor part of the matters prescribed by the
Ministry of Justice ordinance in the
document that will be issued toshareholders who requested the issuance ofthe document by the record date for voting
rights.

(New provision)(New provision)

Supplementary Provisions(Transitional Measures Concerning Measures forElectronic Provision, etc. of Documents)
1. The deletion of the current Article 18 (Disclosureon the Internet and De Facto Provision of
Shareholders’ General Meeting Reference
Documents, etc.) of the Articles of Incorporationand the addition of Article 18 (Electronic
Provision Measure, etc.) of the proposed revision
shall take effect on September 1, 2022, the date ofenforcement of the revised provision in theproviso of Article 1 of the Supplementary
Provisions of the Act Partially Amending theCompanies Act (Act No. 70, 2019) (“Enforcement
Date”).
(ii) Notwithstanding the provisions of the preceding
paragraph, the current Article 18 of the Articles
of Incorporation shall remain in force withrespect to a general meeting of shareholders to beheld within six (6) months from the Date of
Enforcement.
(iii) These Supplementary Provisions shall be deleted
on the date on which six (6) months haveelapsed from the Enforcement Date or the dateon which three (3) months have elapsed from thedate of the General Meeting of Shareholders
under the preceding paragraph, whichever islater.

-6-

Proposal2 : Election of three (3) Directors (excluding Directors who are Members of the Audit
and Supervisory Committee)
At the close of this General Meeting of Shareholders, the terms of office three (3) Directors(excluding Directors who are Members of the Audit and Supervisory Committee) will expire.
Therefore, we propose the appointment of three (3) Directors (excluding Directors who are Membersof the Audit and Supervisory Committee). Moreover, with respect to this proposal, we have received
the approval of all of the Director candidates from the Audit and Supervisory Committee.
The candidates for Director (excluding Directors who are Members of the Audit andSupervisory Committee) position are as follows:

Candidatenumber1

Name(Date of birth)

Numberof
Background, positions and responsibilities, and major concurrent
Company
positionssharesowned
July 1996

Joined the Company

March 2002

Director of the Company

April 2002

Concurrently, Executive Officer of theCompany (Current position)

January 2003

General Manager, Shanghai Nicera Sensor Co.,Ltd.

March 2006

Senior Managing Director of the Company

Shinichi Taniguchi

March 2009

（February 26, 1973)[Reappointment]

Representative Director of the Company(Current position)

April 2011

Concurrently, Head of the General Affairs
Department of the Company (Current position)

February 2012

Concurrently, Head of the Corporate Planning
Division of the Company

February 2014

President and CEO of the Company (Current
position)

455,225
shares[Other major concurrent positions]
President and CEO, Taniguchi Kosan Co., Ltd.
President and CEO, Nicera Kosan Co., Ltd.
Chairperson, Kunshan Nicera Electrical Appliance Co., Ltd.
[Reasons for Nomination]
Mr. Shinichi Taniguchi has a wealth of experience in all areas of the Company, including production,
development, sales, and overseas operations. He has led the Company as Representative Director since2009, during which he guided the Group’s management team and worked diligently to develop theGroup’s business. We nominate him as a candidate for reelection as Director because his wealth ofexperience and knowledge is deemed to be essential to the sustained improvement of the corporate valueof Company.

-7-

Candidate
numberName(Date of birth)

Eiki Fujiwara(November 18, 1961)

Numberof
Background, positions and responsibilities, and major concurrent
Company
positionssharesownedJune 1992

Joined the Company

April 2000

General Manager, Technology Group, Module
Department

April 2007

Executive Officer in charge of the Module
Department of the Company

March 2016

Concurrently, Director and Executive Officer of
the Company (Current positions)January 2017

Head of the Module Department, Infrared
Sensor Department, MEMS Research
Department, and Module and Infrared Sensor
Sales Management Department of the Company

July 2018

Head of the Infrared Sensor Department of theCompany (Current positions)[Reappointment]
2

1,000
shares[Reasons for Nomination]
Mr. Eiki Fujiwara, as the head of the Infrared Sensor Department and Module and IR sensor sales department
has been contributing to the growth of the Company’s sales and profits through his work in research anddevelopment. We nominate him as a candidate for reelection as Director because his wealth of experienceand knowledge is deemed to be essential to the sustained improvement of the corporate value of Company.

Haruko Kawasaki(November 8, 1964)[Reappointment]

April 1987

Joined San-in Godo Bank

March 2013

Director of the Company (Current position)

January 2014

Resigned from San-in Godo Bank

March 2019

Head of the Corporate Planning Division of theCompany(Current position)

465,200
shares3[Reasons for Nomination]
Ms. Haruko Kawasaki has long experience working for a financial institution and possesses considerable
knowledge of finance and accounting. We nominate her as a candidate for reelection as Director because
her wealth of experience and knowledge is deemed to be essential to the sustained improvement of thecorporate value of Company
Note: There are no conflicts of interest between the Company and any of the candidates.

-8-

Proposal 3: Election of four (4) Directors who are Members of the Audit and Supervisory
Committee
At the close of this General Meeting of Shareholders, the terms of office of the four (4) Directors
who are Members of the Audit and Supervisory Committee will expire. Therefore, we propose theappointment of the four candidates who are Members of the Audit and Supervisory Committee as
Directors. Furthermore, this proposal has received the endorsement of the Audit and Supervisory
Committee.
The candidates for the position of Director who are Members of the Audit and Supervisory
Committee are as follows.

CandidatenumberName(Date of birth)

Numberof
Background, positions and responsibilities, and major concurrent
Company
positionssharesowned
March 1987

Joined the Company

June 2012

General Manager, Procurement Department,
Sensor Department of the Company

December 2014

General Manager, Production Department,
Ultrasonic Sensor Department of theCompany

Kazuhito Ichikawa(December 25, 1963）[Reelection]

December 2015

General Manager, Improvement Promotion
Department, Ultrasonic Sensor Department of
the Company

March 2016

Director of the Company (Member of the
Audit and Supervisory Committee) (Current
position)

1

239
shares[Reasons for Nomination]
Mr. Kazuhito Ichikawa has a wealth of experience in production and in improving business for theCompany. We nominate him as a candidate for reelection as a Director and Member of the Audit andSupervisory Committee because his knowledge and experience make him suitably qualified to oversee thebusiness affairs of the Company.

-9-

Candidate
numberName(Date of birth)

Yasuaki Tamura(January 16, 1934)[Reelection][External][Independent Director]2

Numberof
Background, positions and responsibilities, and major concurrent
Company
positionssharesowned
May 1973

Founded Yasuaki Tamura Law Office(Current position)

April 1988

Chairperson, Tottori Bar Association;
Governor, Japan Federation of Bar
Associations

April 2012

Member, Election Board, Japan Federation of
Bar Associations (Current position)

March 2013

Auditor of the Company

March 2014

Director of the Company

March 2016as Director of the Company (Audit andSupervisory Committee Member) (Current
position)-[Years of service as an External Director]
Eight (8) years (of which, Six(6) years as a Director and Memberof the Audit and Supervisory Committee)[Reasons for nomination and overview of expected roles]
Mr. Yasuaki Tamura has extensive knowledge and experience as an attorney. We nominate him as a
candidate for reelection as Outside Director as we expect him to provide oversight of the execution ofduties of Directors, advice, etc. from professional perspectives, especially on legal affairs, utilizing his
wealth of knowledge. If the proposition is approved, we expect him to be involved in the selection of
officers of the Company and the determination of officers’ remuneration, etc. from a neutral and objective
perspective as a member of the Remuneration Committee and a member of the Nomination Committee.
For the reasons described above, we made the decision that Mr. Tamura could adequately carry out his
assignment as Outside Director, even though he has never been involved in corporate management except
as outside officer.

- 10 -

Candidate
numberName(Date of birth)Tomoaki Seko
(February 15, 1971)[Reelection][External][Independent Director]

3

Numberof
Background, positions and responsibilities, and major concurrent
Company
positionssharesowned
October 1992

Joined Deloitte Touche Tohmatsu LLC

April 2006

Joined the Tottori Himawari Fund Law Office(currently, Tottori Aozora Law Office)(Current position)

March 2014

Auditor of the Company

March 2016as Director of the Company (Audit andSupervisory Committee Member) (Current
position)-[Other major concurrent positions]
Tottori Airport Building Co., Ltd. External Auditor
THE SAN-IN GODO BANK, LTD. External Director(Member of the Audit and Supervisory Committee)[Years of service as an External Director]
Six(6) years (period of service as a Director and Member of the
Audit and Supervisory Committee)[Reasons for nomination and overview of expected roles]
Mr. Tomoaki Seko has extensive knowledge and experience as an attorney and certified public accountant.
We nominate him as a candidate for reelection as Outside Director as we expect him to provide oversightof the execution of duties of Directors, advice, etc. from professional perspectives, especially on legal
affairs and accounting, utilizing his wealth of knowledge. If the proposition is approved, we expect him to
be involved in the selection of officers of the Company and the determination of officers’ remuneration,etc. from a neutral and objective perspective as the Chairperson of the Remuneration Committee and amember of the Nomination Committee. For the reasons described above, we made the decision that Mr.
Seko could adequately carry out his assignment as Outside Director, even though he has never been
involved in corporate management except as outside officer.

- 11 -

Candidate
numberName(Date of birth)

Numberof
Background, positions and responsibilities, and major concurrent
Company
positionssharesowned
October 2001

Joined Ernst & Young ShinNihon (currently,
Ernst & Young ShinNihon LLC)

May 2005

Registered as a Certified Public Accountant

January 2011

Founded Ikehara CPA Office (Current
position)

March 2011

Registered as a Certified Public Tax
Accountant

March 2015

Auditor of the Company

March 2016as Director of the Company (Audit andSupervisory Committee Member) (Current
position)

Koichi Ikehara(January 5, 1978)[Reelection][External][Independent Director]

4-[Other major concurrent positions]Auditor, Tottori Institute of Industrial Technology, a local
independent administrative corporation[Years of service as an External Director]
Six (6) years (period of service as a Director and Member of the
Audit and Supervisory Committee)[Reasons for nomination and overview of expected roles]
Mr. Koichi Ikehara has extensive knowledge and experience as a certified public accountant. We nominate
him as a candidate for reelection as Outside Director as we expect him to provide oversight of theexecution of duties of Directors, advice, etc. from professional perspectives, especially on accounting andtax affairs, utilizing his wealth of knowledge. If the proposition is approved, we expect him to be involvedin the selection of officers of the Company and determination of officers’ remuneration, etc. from a neutral
and objective perspective as the Chairperson of the Nomination Committee and a member of theRemuneration Committee. For the reasons described above, we made the decision that Mr. Ikehara could
adequately carry out his assignment as Outside Director, even though he has never been involved incorporate management except as outside officer.

Notes: 1. There are no conflicts of interest between the Company and any of the candidates.
2. Yasuaki Tamura, Tomoaki Seko, and Koichi Ikehara are candidates for the positions of External Director.
3. Yasuaki Tamura, Tomoaki Seko, and Koichi Ikehara have been designated as Independent Directors inaccordance with the provisions set forth by the Tokyo Stock Exchange, Inc., and the Exchange has beenthus notified.
4. Based on Article 427, Paragraph 1 of the Companies Act, with respect to the liability set forth in Article
423, Paragraph 1 of the Act, if there is good faith between the Company and Mr. Kazuhito Ichikawa, Mr.
Yasuaki Tamura, Mr. Tomoaki Seko, and Mr. Koichi Ikehara and no gross negligence on the part of thelatter, the Company will conclude with each individual a contract for a limitation of liability that limits
liability up to the limit set by laws and regulations and will continue said contract if the reappointment ofeach of the aforementioned individuals is approved.

- 12 -

(Reference)
Skills Matrix of Directors and candidates for Directors who concurrently serve as members of Audit& Supervisory Board

Name

Title

ShinichiPresident andTaniguchi

CEO

Eiki Fujiwara

Director

HarukoKawasakiDirector

Corporate

Finance /R&D /management

accounting

Production

〇

〇

〇

〇

〇

〇

Sales

OverseasLegalexperienceaffairs〇〇

Director
Kazuhito
Ichikawa(Member of the〇

Audit and〇Supervisory
Committee)
External Director

YasuakiTamura(Member of the〇

Audit andSupervisory
Committee)
External Director

Tomoaki
Seko(Member of the
Audit and〇Supervisory
Committee)
External Director

Koichi
Ikehara(Member of the
Audit and〇Supervisory
Committee)- 13 -〇