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 9, 2020

Nippon Ceramic Co., Ltd.
176-17, Hirooka, Tottori-shi, Tottori, Japan
Shinichi Taniguchi, President and CEO

Notice of the 45th Ordinary General Meeting of Shareholders
Dear shareholders,
We hereby give notice that the 45th Ordinary General Meeting of Shareholders shall be convened as
outlined below, and invite you to attend.
However, if you are unable to attend the meeting in person, you may exercise yourvoting rights by a written proxy. We request you to review the attached documents withrespect to the shareholders' meeting, and to indicate your agreement or disagreementwith the proposals on the enclosed voting card. Please return it to ensure that it arrives
no later than 3:00 p.m. on Wednesday, March 25, 2020, Japan time.

Details
1. Time & Date:
Thursday, March 26, 2020, 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 ofAccounting Auditor and Audit &Supervisory Committee for Consolidated Financial
Statements, for the 45th fiscal year (January 1 to December 31, 2019)
2. Financial statements for the 45th fiscal year (January 1 to December 31, 2019)
Matters to Be Voted On:
Proposal 1: Election of three (3) Directors (excluding Directors who are Members of theAudit and Supervisory Committee)
Proposal 2: Election of four (4) Directors who are Members of the Audit andSupervisory Committee-1-Notes:*Among the documents that are to be attached to this notice, the following have not been included because thesehave been posted on the Company’s website, which is listed below, in accordance with legal statutes and with theprovisions of Article 18 of the Company’s Articles of Incorporation. Therefore, the documents attached to thisnotice constitute only part of the audited Consolidated Financial Statements 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.
・Notes to the Consolidated Financial Statements
・Notes to the Non-consolidated Financial Statements*Attendees are requested to hand over the attached voting card at the conference hall registration desk.
*Attendees are requested to arrive at the venue ahead of time, since we expect the registration desk to bevery busy at the meeting’s start time.
*In the event that the reference materials for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements, or the Financial Documents are revised, such revisions shall be postedon the Company’s website (https://www.nicera.co.jp/).

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Reference Materials for the General Meeting of Shareholders
Proposal 1: Election of three (3) Directors (excluding Directors who are Members of the Auditand 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:

Candidatenumber1Name(Date of birth)

NumberofBackground, positions and responsibilities, and major concurrent
Companypositions
sharesowned
July 1996

Joined the Company

March 2002

Director of the CompanyApril 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 (Currentposition)

448,225
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.

-3-Candidate
numberName(Date of birth)

Eiki Fujiwara(November 18, 1961)[Reappointment]

Numberof
Background, positions and responsibilities, and major concurrent
Companypositions
sharesownedJune 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 ofthe 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 andInfrared Sensor Sales Management Departmentof the Company (Current positions)2

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

Haruko Kawasaki(November 8, 1964)[Reappointment]

April 1987

Joined San-in Godo BankMarch 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)

454,125
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.

-4-Proposal 2: 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 asDirectors. 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 ofthe Company

March 2016

Director of the Company (Member of theAudit and Supervisory Committee) (Currentposition)

1139
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.

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Candidate
numberName(Date of birth)

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

NumberofBackground, 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
AssociationsApril 2012

Member, Election Board, Japan Federation ofBar 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) (Currentposition)-[Years of service as an External Director]
Six (6) years (of which, Four (4) years as a Director and Memberof the Audit and Supervisory Committee)[Reasons for Nomination]
Mr. Yasuaki Tamura is an experienced attorney. We nominate him as a candidate for reelection as anExternal Director and Member of the Audit and Supervisory Committee because the Company wishes tobenefit from his experience and extensive specialist knowledge to ensure that the decisions made by theCommittee of Directors are fitting and appropriate.

Tomoaki Seko
(February 15, 1971)[Reelection][External][Independent Director]
3

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) (Currentposition)-[Years of service as an External Director]
Four (4) years (period of service as a Director and Member ofthe Audit and Supervisory Committee)[Reasons for Nomination]
Mr. Tomoaki Seko is well versed in accounting matters and the law due to his standing as a certified public
accountant and attorney. We nominate him as a candidate for reelection as an External Director andMember of the Audit and Supervisory Committee because the Company wishes to benefit from his
experience and extensive specialist knowledge to ensure that the decisions made by the Committee ofDirectors are fitting and appropriate.

-6-CandidatenumberName(Date of birth)

NumberofBackground, positions and responsibilities, and major concurrent
Companypositions
sharesowned
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 (Currentposition)

March 2011

Registered as a Certified Public TaxAccountant

March 2015

Auditor of the Company

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

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]
Four (4) years (period of service as a Director and Member ofthe Audit and Supervisory Committee)[Reasons for Nomination]
Mr. Koichi Ikehara is well versed in accounting matters due to his status as a Certified Public Accountant.
He possesses the necessary skills to assess and make judgments on accounting issues in terms ofaccounting and finance. We nominate him as a candidate for reelection as an External Director andMember of the Audit and Supervisory Committee because the Company wishes to benefit from his
experience and extensive specialist knowledge to ensure that the decisions made by the Committee ofDirectors are fitting and appropriate.

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.

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