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, 2024

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

Notice of the 49th Ordinary General Meeting of Shareholders
Dear shareholders,
We would like to take this opportunity to express our gratitude for your continued support of ouroperations.
We would also like to express our deepest sympathies to all those affected by the 2024 Noto
Peninsula earthquake and pray for a speedy recovery.
We hereby give notice that the 49th Ordinary General Meeting of Shareholders shall be convened
as outlined below.
Measures for the electronic provision of information that is the content of reference documents forthe general meeting of shareholders are taken (“Matters for Electronic Provision”) for this meeting,and Matters for Electronic Provision are posted on the Company’s website in accordance with theprovisions of Article 325-3 of the Companies Act. Please access the website below, select “IR
Library” from the menu “Investor Relations” and find the information posted under the “Financial
statement and financial statement”
Company’s website（https://www.nicera.co.jp/）
Matters for Electronic Provision are also posted on the website of Tokyo Stock Exchange Inc.
(TSE), in addition to the Company’s website. If you cannot view Matters for Electronic Provision on
the Company’s website, please access the TSE website (“Listed Company Search”) below, input andsearch the name of the issue (name of company) or securities code, and select “Basic Information” >“Documents for Public Inspection/PR Information” > “Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting”, in order to view the information filedwith the TSE.
TSE website (“Listed Company Search”)
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
You may exercise your voting rights in advance via the Internet or in writing (by postal mail) in lieu
of voting in person at the meeting. After reviewing the reference documents for the general meetingof shareholders, please exercise your voting rights following the instructions on the exercise of voting
rights no later than 4:00 p.m. on Tuesday, March 26, 2024.

-1-

Details
1. Time & Date:
Wednesday, March 27, 2024, 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 49th fiscal year (January 1 to December 31, 2023)
2. Financial statements for the 49th fiscal year (January 1 to December 31, 2023)
Matters to Be Voted On:
Proposal 1: Election of two (2) Directors (excluding Directors who are Members of the
Audit and Supervisory Committee)
Proposal 2: Election of four (4) Directors who are Members of the Audit and Supervisory
Committee
4. On Voting Rights(1) Exercising voting rights via the Internet, etc.
If you exercise your voting rights via the Internet, etc., please read “On Voting Rights via theInternet” below, and exercise your voting rights no later than 4:00 p.m. on Tuesday, March 26,
2024.
(2) If you exercise your voting rights in writing (by mail)Please indicate your approval or disapproval of the agenda items on the enclosed voting form
and return it by 4:00 p.m. on Tuesday, March 26, 2024. If neither approval nor disapproval ofeach proposal is indicated on the voting form, the Company will deem that you indicated yourapproval of the proposal.
(3) Exercise of voting rights several times
If you exercise your voting rights more than once using both the Internet, etc. and postal mail,the Company will treat the vote via the Internet, etc. as the effective exercise of your voting
rights. If you exercise your voting rights via the Internet, etc. several times, we will treat the last
exercise as the effective exercise of your voting rights.

-2-Notes:*The Company will uniformly deliver a document stating items subject to measures for electronic provision for this
General Meeting of Shareholders. Of the matters to be stated in Matters for Electronic Provision, the following
content is posted on the Company’s website below and the TSE website in accordance with legal statutes and Article
18 of the Articles of Incorporation of the Company, and the Company omits stating such content on documents thedelivery of which is requested by shareholders. Therefore, business reports, consolidated financial statements andfinancial statements contained in the said documents constitute only part of the documents subject to audits for
preparing the audit report by the accounting auditor and audits for preparing the internal audit report by the Audit
and Supervisory Board.
・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 Matters for Electronic Provision are revised, the revisions will be posted on the Company’s website
below and the TSE website by stating to that effect and unrevised and revised matters.

<Requests to shareholders who attend>● No gifts or beverages will be provided.
● 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/＜TSE website＞
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show-3-

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 exercise voting rights
via the Internet

If you exercise voting rights
in writing (by mail)If you attend the General
Meeting of Shareholders

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

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

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

Deadline

Deadline

Time & Date

Entries completed by 4:00 p.m.,
Tuesday, March 26, 2024

Votes reaching us by 4:00 p.m.
on Tuesday, March 26, 2024

Wednesday, March 27, 2024,
10:00 a.m., Japan time.
(Registration begins at 9:00
a.m.)

If you exercise your voting rights more than once using both the Internet, etc. and postal mail, theCompany will treat the vote via the Internet, etc. as the effective exercise of your voting rights. If
you exercise your voting rights via the Internet, etc. several times, we will treat the last exercise as
the effective exercise of your voting rights.

-4-

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 and smartphones, please contact theinquiry 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.

-5-

Reference Documents for the General Meeting of Shareholders
Proposal 1: Election of two (2) Directors (excluding Directors who are Members of the Audit
and Supervisory Committee)
The term of office for all (two) Directors (excluding Directors who are Audit & Supervisory
Committee Members; the same applies hereinafter in this agenda item) will expire at the close of thisAnnual Shareholders Meeting. Accordingly, we propose to appoint two (2) Directors. Furthermore,in conjunction with this agenda item, the Audit and Supervisory Committee has provided us with astatement saying that all of the Directorial candidates are appropriate.
The candidates for Director (excluding Directors who are Members of the Audit and Supervisory
Committee) position are as follows:

CandidatenumberName(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

Representative Director of the Company（February 26, 1973)[Reappointment]

April 2011

Concurrently, Head of the General Affairs
Department of the Company

February 2012

Concurrently, Head of the Corporate Planning
Division of the Company

February 2014

President and CEO of the Company (Current
position)

1455,225
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.

-6-

Candidate
numberName(Date of birth)

Haruko Kawasaki(November 8, 1964)[Reappointment]
2

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

Director of the Company in charge of the
Corporate Planning Department (Current
position)

477,100
shares[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.

-7-

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 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
December 1990

Joined the Company and assigned to the
Accounting Section of General Affairs
Department

June 1996

Seconded to Kunshan Nicera Electrical
Appliance Co., Ltd.

December 2002

Management Office of the Company

Masateru Ueda
(January 5, 1970）
Newly appointed

Deputy Section Manager of the Affiliates

March 2005

Deputy General Manager of the Accounting
Department of the Company

March 2018

President of Nicera Philippines Inc.

March 2020

Deputy General Manager of the General

1

2,805
sharesAffairs Department of the Company
March 2022

Executive Officer in charge of the General
Affairs Department of the Company (Current
position)[Reasons for Nomination]
Mr. Masateru Ueda has gained experience mainly at overseas facilities as an expatriate as well as indepartments related to accounting, finance and corporate governance. Mr. Ueda is very familiar with theoperations of affiliated companies, including those overseas. In addition, he has a wealth of experiencein personnel and general affairs. He is the right person to take on a role of implementing proper audits of
the Company’s overall management from a broad perspective. Base on this, the Company has nominatedhim as a candidate for Director who is a member of the Audit and Supervisory Committee.

-8-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]
10 years (including 8 years as a Director who is an Audit &Supervisory Committee member)[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 External 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 andobjective 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 External Director, even though he has never been involved in corporate
management except as outside officer.

-9-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]
THE SAN-IN GODO BANK, LTD. External Director(Member of the Audit and Supervisory Committee)[Years of service as an External Director]
8 years (as a Director who is an Audit & Supervisory Committee
member)[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 External Director as we expect him toprovide oversight of 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 isapproved, we expect him to be involved in the selection of officers of the Company and thedetermination of officers’ remuneration, etc. from a neutral and objective perspective as the Chairpersonof the Remuneration Committee and a member of the Nomination Committee. For the reasons describedabove, we made the decision that Mr. Seko could adequately carry out his assignment as External
Director, even though he has never been involved in corporate management except as outside officer.

- 10 -

Candidate
numberName(Date of birth)

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

4

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)－[Other major concurrent positions]Auditor, Tottori Institute of Industrial Technology, a local
independent administrative corporation
External Audit & Supervisory Board Member of GLAD CUBE Inc.

[Years of service as an External Director]
Years of service as an External Directors 8 years (as a Director
who is an Audit & Supervisory Committee member)[Reasons for nomination and overview of expected roles]
Mr. Koichi Ikehara has extensive knowledge and experience as a certified public accountant and a tax
accountant. We have nominated him to be a candidate for reelection to be an External Director because
we expect him to continue to provide us with oversight and advice regarding the Directors' execution of
their duties, as they pertain to accounting and tax affairs in particular, from a professional perspective
based on his relevant knowledge. If the proposition is approved, we expect him to be involved in theselection of officers of the Company and determination of officers’ remuneration, etc. from a neutral andobjective 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 External 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. Yasuaki Tamura, Mr.
Tomoaki Seko, and Mr. Koichi Ikehara and no gross negligence on the part of the latter, the Company willconclude with each individual a contract for a limitation of liability that limits liability up to the limit set bylaws and regulations and will continue said contract if the reappointment of each of the aforementioned
individuals is approved.
5. Mr. Masateru Ueda is a full-time Audit & Supervisory Committee member candidate.

- 11 -

(For reference) Skills matrix of the Board of Directors after the closing of the General Meeting of
Shareholders
If the proposal is approved without modification, the skills matrix of the Board of Directors after theclosing of the General Meeting of Shareholders will be as follows.

Name

Title

ShinichiPresident andTaniguchi

CEO

HarukoKawasakiDirector

Corporate

Finance /R&D /management

accounting

Production

〇

〇

〇

〇

〇

〇

〇

Sales

〇

OverseasLegalexperienceaffairs〇

Director
Masateru
Ueda(Member of the
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)- 12 -〇