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 11, 2019

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

Notice of the 44th Ordinary General Meeting of Shareholders
Dear shareholders,
We hereby give notice that the 44th 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 27, 2019, Japan time.

Details
1. Time & Date:
Thursday, March 28, 2019, 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 44th fiscal year (January 1 to December 31, 2018)
2. Financial statements for the 44th fiscal year (January 1 to December 31, 2018)
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 Financial Auditor
4. Decision on Convocation:
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 theCompany’s Articles of Incorporation. Therefore, the documents attached to this notice
constitute only part of the audited Consolidated Financial Statements prepared by theAudit and Supervisory Board for the internal audit report and part of the audited
Consolidated Financial Statements and other financial documents prepared by the-1-

Independent Auditor for the Independent Auditor’s Report.
・Notes to the Consolidated Financial Statements
・Notes to the Non-consolidated Financial Statements

Notes:*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 (http://www.nicera.co.jp/).

-2-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 four (4) 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
Company
positionssharesowned
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 (Current position)

February 2014

President and CEO of the Company (Currentposition)

444,025
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
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 ofthe Company (Current positions)January 2017

Head of the Module Department, InfraredSensor 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)

21,000shares[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 Bank

March 2013

Director of the Company (current position)

January 2014

Resigned from San-in Godo Bank

449,925
shares3[Reasons for Nomination]
Ms. Haruko Kawasaki has long experience working for a financial institution and possesses considerable
knowledge of administration 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 improvementof the corporate value of Company
Note: There are no conflicts of interest between the Company and any of the candidates.

-4-Proposal 2: Election of Financial Auditor
The Company’s financial Auditor, Grant Thornton Taiyo LLC, is stepping down at the expirationof its term at the closing of the General Meeting of Shareholders.
Therefore, in accordance with the decision of the Audit and Supervisory Board, the Company isasking for approval to appoint PricewaterhouseCoopers Kyoto as its new financial auditor.
The Audit and Supervisory Board has selected PricewaterhouseCoopers Kyoto as its candidate forfinancial auditor because, in an overall consideration, the firm was deemed to have the appropriate
independence, expertise, quality control system, audit fees, etc.
The candidate for independent auditor is as follows:
NameMain officePricewaterhouseCoopers Kyoto (PwC Kyoto)
Kyoto Mitsui Building 7th Floor, Shijo Karasuma Higashiiru, Shimogyo-ku,
Kyoto-city, Kyoto 600-8008

History

March 2007: Established Kyoto office
March 2013: Became a PwC member firm
December 2016: Changed name to PwC Kyoto

Overview

CapitalJPY 303 million

StaffPartners

28

composition

CPAs

97

members

Personnel who passed the CPA exam

40

Other132

Total

297

Number of Clients301(As of January 31, 2019)（Note）In the event that PwC Kyoto is appointed as proposed, the Company and PwC Kyoto areexpected to enter into a Companies Act Article 423(1) limited liability contract in accordance withthe provisions of Companies Act Article 427(1). The maximum amount of liability for damages
under such contract shall be the maximum amount set forth by law.

-5-