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 12, 2018

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

Notice of the 43rd Ordinary General Meeting of Shareholders
Dear shareholders,
We hereby give notice that the 43rd 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 28, 2018, Japan time.

Details
1. Time & Date:
Thursday, March 29, 2018, 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. Agenda:
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 43rd fiscal year (January 1 to December 31, 2017)
2. Financial statements for the 43rd fiscal year (January 1 to December 31, 2017)
Matters to Be Voted On:
Proposal 1: Election of four (4) 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
4. Resolutions to be made at the Meeting:
The Company has posted this notice of the General Meeting of Shareholders, and theaccompanying documents and the reference materials of the shareholders’ meeting on its
website. Therefore, in accordance with legal statutes and the provisions of Article 18 of
the Company’s Articles of Incorporation, this meeting notice does not include the items
listed below. Therefore, the documents included with this meeting notice only form partof the audited Business Report, Consolidated Financial Statements, and Non-1 -consolidated Financial Statements prepared by the Audit and Supervisory Committee forthe internal audit report, and a part of the audited Consolidated Financial Statements andNon-consolidated Financial Statements prepared by the Accounting Auditor for thepublic audit 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 four (4) 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 five (5) Directors(excluding Directors who are Members of the Audit and Supervisory Committee) will expire.
Therefore, we propose the appointment of four (4) 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 concurrentCompanypositions
sharesowned
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)[Reelection]

Representative Director of the Company(Current position)

April 2011

444,025
sharesConcurrently, 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)[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)

Numberof
Background, positions and responsibilities, and major concurrent
Companypositions
sharesowned
August 1986

Joined the Company

January 2000

Concurrently, acting Executive Officer, Module
Production Department, and General Manager,
Module Production Department

March 2001

Director of the Company

April 2002

Concurrently, Executive Officer of theCompany (Current position)

March 2010

Managing Director of the Company (Currentposition)

March 2013

Head of the Infrared Sensor Department andDevelopment Department of the Company

January 2016

Head of the Electric Component Quality
Assurance Department of the Company(Current position)

January 2017

Head of the Sensor Application Planning
Department of the Company (Current position)

Kazutaka Hirotomi(April 24, 1957)[Reelection]
25,567
shares[Reasons for Nomination]
Mr. Kazutaka Hirofumi is involved in new business development for the Company. He has expanded theCompany’s business and contributed to its development. We nominate him as a candidate for reelection asDirector because his wealth of experience and knowledge is deemed to be essential to the sustained
improvement of the corporate value of Company.

June 1992

Joined the Company

April 2000

General Manager, Technology Group, ModuleDepartment

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(Current positions)

Eiki Fujiwara(November 18, 1961)[Reelection]
3

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 acandidate for reelection as Director because his wealth of experience and knowledge is deemed to be
essential to the sustained improvement of the corporate value of Company.

-4 -Candidate
numberName(Date of birth)

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

Retired from San-in Godo Bank

Haruko Kawasaki(November 8, 1964)[Reelection]

449,925
shares4[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.

-5 -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)

NumberofBackground, positions and responsibilities, and major concurrent
Companypositions
sharesowned
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) (Current
position)

170
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.

-6 -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]
Four (4) years (of which, two (2) years as a Director andMember of 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.

October 1992

Joined Deloitte Touche Tohmatsu LLCApril 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)

Tomoaki Seko
(February 15, 1971)[Reelection][External][Independent Director]
3-[Years of service as an External Director]
Two (2) years (period of service as a Director and Member of theAudit 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 because
the Company wishes to benefit from his experience and extensive specialist knowledge to ensure that thedecisions made by the Committee of Directors are fitting and appropriate.

-7 -Candidate
numberName(Date of birth)

NumberofBackground, positions and responsibilities, and major concurrentCompanypositions
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 Tax
Accountant

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 localindependent administrative corporation[Years of service as an External Director]
Two (2) years (period of service as a Director and Member of theAudit 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 because theCompany wishes to benefit from his experience and extensive specialist knowledge to ensure that thedecisions made by the Committee of Directors 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. The Company has entered into Contracts for Limitation of Liability with Kazuhito Ichikawa, Yasuaki
Tamura, Tomoaki Seko, and Koichi Ikehara in accordance with the Companies Act, Article 427, Paragraph
1. We expect that these contracts will remain in force in the event that any of these persons is appointed as aDirector and Member of the Audit and Supervisory Committee.

-8 -