Note : This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

May 9, 2024

Company name:Name of representative:

Inquiries:

NORITAKE CO., LIMITED
Akira Higashiyama, Representative
Director and President(Securities code: 5331; Tokyo Stock
Exchange – Prime Market)
Hiroki Kataoka, General Manager ofGeneral Administration Department(Telephone: +81-52-561-7110)

Notice Regarding the Introduction of an Annual-Delivery Type
Performance-Linked Stock Compensation PlanNORITAKE CO., LIMITED (the “Company”), hereby, announces that it has resolved, at a meeting of theBoard of Directors held on May 9, 2024, to introduce an annual-delivery type performance-linked stockcompensation plan (the “Plan”) for the Company’s Directors (excluding Directors who are Audit &Supervisory Committee Members and Outside Directors) and Executive Officers who have met certain
requirements (collectively referred to as “Director(s), etc.,” however, excluding non-residents), and to submit
the relevant proposal to the 143rd Annual Shareholders’ Meeting to be held on June 24, 2024 (the“Shareholders’ Meeting”), as described below.
1. Introduction of the Plan
(1) The Company will introduce the Plan to encourage the early holding of shares as compensation forDirectors, etc. while motivating them to contribute to improving and achieving corporate performanceas well as increasing shareholder value.
(2) The introduction of the Plan is subject to the approval of the proposal relating to the introduction ofthe Plan (the “Proposal”) at the Shareholders’ Meeting.
(3) The Plan is a separate plan from the performance-linked stock compensation plan whose introduction
was approved at the 135th Annual Shareholders’ Meeting held on June 29, 2016 and the reestablishment and continuation of the remuneration framework following the transition to a company
with an audit and supervisory committee was approved at the 142nd Annual Shareholders’ Meeting
held on June 23, 2023, consisting of delivery, etc., of the Company’s shares, in principle, at the timeof retirement (the “Performance-Linked Stock Compensation Plan for Delivery at Retirement”).
* Upon introduction of the Plan, the compensation of the Company’s Directors, etc., shall comprise
fixed monthly compensation, annual delivery-type performance-linked stock compensation, and the
Performance-Linked Stock Compensation for Delivery at Retirement.
12. Outline of the Plan
[The Scheme](ii)[Settlor](iii) Set up trust(iv) Payment for shares(iv) The Company’sshares

Stock market(iv) Payment forshares(iv) The Company’s shares[Trustees (Co-trustees)]
Mitsubishi UFJ Trust andBanking Corporation
The Master Trust Bank of Japan, Ltd.
The Trust
The Company’s shares and cash

Establishment ofStock Compensation Regulations

The Company(v) Dividends(viii) Continued use, transfer
without consideration, andcancellation of remaining shares(ix) Attribution of remaining assets(i) Resolution of the Shareholders’ Meeting(vii) Delivery of theCompany’s sharesand provision ofmoney[Beneficiary]
Directors, etc.

(vi) Instruction not to exercise voting rights
Trust administrator(i)

The Company shall obtain approval regarding executive compensation for the introduction of the Plan
at the Shareholders’ Meeting.

(ii)

The Company’s Board of Directors shall establish rules (Stock Compensation Regulations) on
compensation to Directors, etc. related to the Plan.

(iii)

The Company shall contribute money to a trust, beneficiaries of which will be Directors, etc. whosatisfy the beneficiary requirements (the “Trust”), within the range approved by resolution of theShareholders’ Meeting.

(iv)

The Trust shall purchase the Company’s shares from the stock market or from the Company (disposalof treasury shares), in accordance with the instructions of the trust administrator, using the money
entrusted to the Trust in (iii).
The number of shares to be acquired by the Trust shall be within the range approved by resolution ofthe Shareholders’ Meeting in (i).

(v)

Dividends on the Company’s shares held by the Trust will be paid in the same manner as other sharesof the Company.

(vi)

The voting rights of the Company’s shares held by the Trust shall not be exercised throughout the trust
period.

(vii)

During the trust period, points will be granted to Directors, etc., based on their position, the degree towhich performance targets were achieved, and other factors, at a specified time each year.
Additionally, at a specified time each year, Directors, etc., who satisfy certain beneficiary
requirements, will receive delivery of the Company’s shares corresponding to a certain ratio of thepoints granted, and money equivalent to the number of shares corresponding to the remaining numberof points, upon conversion into cash within the Trust.
2(viii)

Any shares of the Company remaining in the Trust at the time of expiry of the Trust will be transferredto the Company without consideration on the condition of cancellation of the shares. Additionally, anyremaining cash will be distributed to the beneficiaries who satisfy certain beneficiary requirements.

(ix)

In the liquidation of the Trust, any remaining assets will belong to the Company within the range ofthe reserve for trust expenses derived by deducting the funds for purchasing shares from the funds ofthe Trust.

(1) Outline of the Plan
The Plan is a performance-linked stock compensation plan under which the Company’s shares areacquired by a trust established by the Company using cash contributed by the Company. Through theTrust, the Company’s shares are delivered and cash equivalent to the amount of the Company’s sharesconverted into cash is paid (the “Share Delivery, etc.”) to Directors, etc. on an annual basis, according
to the degree of achievement of corporate performance targets, among other factors, based on the Stock
Compensation Regulations established by the Company.
Additionally, the upper limit of cash to be contributed to the Trust, the upper limit of the number of
the Company shares subject to the Share Delivery, etc. to the Directors, etc., and other required mattersshall be resolved at the Shareholders’ Meeting.
In continuing the Plan, modifications to the trust agreement at the expiry of the trust period andadditional contributions to the Trust shall be determined by resolution of the Board of Directors, within
the range approved by resolution of the Shareholders’ Meeting.
(i) Persons eligible under the Plan (Persons eligible for the Share Delivery, etc. under the Plan)・Directors, etc. (Directors (excluding Directors who are Audit & Supervisory Committee Members
and Outside Directors), and Executive Officers who meet certain requirements, however, excludingnon-residents)
・Survivors of Directors, etc. (excluding non-residents) who meet certain requirements(ii) Applicable period of the Plan
・The initial period shall be the one business year ending March 31, 2025
・After the expiry of the initial period, the three business years from the business year ending March31, 2026 to the business year ending March 31, 2028 shall be the applicable period. Thereafter, theapplicable period shall be the following three consecutive business years.

3(iii) The impact of the Company’s shares subject to the Plan on the total number of issued sharesa. Upper limit of cash to becontributed to the Trust:

378 million yen for each applicable period of threebusiness years. However, 126 million yen per businessyear in the initial period.

b. Upper limit of the number of the93 thousand shares for each applicable period of threeCompany’s shares subject to thebusiness years. However, 31 thousand shares per

Share Delivery, etc. from the Trust:business year in the initial period.

c. The proportion of the upper limit

0.4%*3 for the applicable period of three business yearsof the number of the Company’s(The proportion of the upper limit of the number ofshares subject to the Share

shares to the total number of issued shares is 0.1%*3 per

Delivery, etc. to the total numberbusiness year)of issued shares*1*2:*3 Rounded up to one decimal place.

*1 Asof March 31, 2024, after thededuction of treasury shares, etc.
*2 Reflecting the stock split with effectfrom April 1, 2024.

d. Method of the acquisition of theAcquisition through the disposal of treasury shares by theCompany’s shares by the Trust:Company through a third-party allotment or purchasesfrom the stock market(iv) How the Plan is linked to performance
・The Plan is linked to the degree of achievement of the corporate performance targets (ROIC in theinitial period) set for each business year(v) The timing and content of the Share Delivery, etc. to Directors, etc.
a. Timing:

Delivery, etc. of shares shall be conducted annually after the corporateperformance has been finalized during the business year subject to assessment(Shall mean the one business year ending March 31. Hereinafter the same applies).
However, the Company’s shares acquired through the Plan shall be continuously
held until that time at which one year has elapsed after retirement.

b. Content:

Delivery of the Company’s shares and payment of cash equivalent to the amountof the Company’s shares converted into cash.

(2) Upper limit of cash to be contributed to the Trust
The Company shall contribute cash to the Trust during the applicable period of three consecutive
business years (126 million yen per business year for the initial period) within the upper limit of 378
million yen. Using this contributed cash, the Trust will acquire the Company’s shares to be subject tothe Share Delivery, etc. to Directors, etc., by means of the disposal of shares by the Company through athird-party allotment or purchases from the stock market.
Even after the expiry of the applicable period, in lieu of setting a new trust, the Trust may be continued
by modifying the trust agreement and making additional contributions to the Trust. In such cases, the4three business years after the extension shall be a new applicable period. For each extended trust period,
the Company shall make additional contributions within the upper limit of 378 million yen and continue
to grant points and make delivery, etc. of the Company’s shares to the Directors, etc., during the extended
trust period. However, in making additional contributions, if there are any shares of the Company(excluding the Company’s shares corresponding to the points granted to the Directors, etc., for which
the Share Delivery, etc. has not been completed) and cash remaining in the Trust prior to the extensionof the Trust (“Remaining Shares, etc.”), the total amount of Remaining Shares, etc., and the trust money
to be additionally contributed by the Company shall be within 378 million yen.
(3) Calculation method and the upper limit of the number of the Company’s shares subject to the Share
Delivery, etc. to Directors, etc.
The number of the Company’s shares subject to the Share Delivery, etc. to Directors, etc. shall becalculated based on the points granted to Directors, etc. These points are granted according to position
and rank, and shall vary according to the degree of achievement of corporate performance targets.
Under the Plan, on a specified date that has been set as the record date each business year, a standard
number of points for the relevant business year that has been set according to position and rank will be
granted to Directors, etc., who have satisfied certain conditions. These points shall vary according to thedegree of achievement of corporate performance targets (ROIC in the initial period) in the business year
subject to assessment.
Under the Plan, the upper limit of the number of the Company’s shares subject to the Share Delivery,
etc. per business year shall be 31 thousand shares. Accordingly, the upper limit of the number of theCompany’s shares to be acquired by the Trust for each applicable period of three business years shall be
93 thousand shares.
In the event that the Company’s shares undergo a share split, reverse share split, etc., the number ofshares corresponding to one point may be adjusted according to the split ratio, reverse split ratio, etc., if
it is deemed that the adjustment of the number of points corresponding to shares is fair.
(4) Timing and the content of the Share Delivery, etc. to Directors, etc.
Directors, etc., who meet the beneficiary requirements shall receive the Share Delivery, etc. from theTrust corresponding to the number of points held after the corporate performance has been finalized
during the business year subject to assessment.
The Share Delivery, etc. to Directors, etc., shall comprise the delivery of 1) the Company’s sharescorresponding to a certain ratio of the total points held by the Directors, etc., and 2) the Company’sshares corresponding to the remaining points, which shall be converted within the Trust and the cash
equivalent to the converted amount shall be paid for use in the payment of income taxes, etc. (As for thecash equivalent of the converted amount, the Company will take the necessary tax payment procedures,and pay the amount remaining after tax payment to the Directors, etc.)
If a Director, etc., passes away during the trust period, the Company’s shares equivalent to the points
held by such Director, etc. at the time of his or her death will be converted within the Trust and the cash
equivalent of the converted amount will be paid to the survivor of such Director, etc., who meets certain
5requirements.
(5) Clawback Provisions, etc
Under the Plan, in the event of serious misconduct, violation or other such incident by Eligible
Directors arises, the Company may forfeit or expropriate the Eligible Director’s rights to receive theCompany Shares, etc. under the Plan (malus), or may seek return of money equivalent to the CompanyShares, etc. that have been vested (clawback).
(6) Voting rights for the Company’s shares within the Trust
The voting rights for the Company’s shares within the Trust shall not be exercised during the trust
period, in order to ensure the neutrality of management.
(7) Handling of dividends relating to the Company’s shares within the Trust
The dividends relating to the Company’s shares within the Trust shall be received by the Trust andused to cover the trust fees and trust expenses of the Trust.
(8) Handling at the termination of the TrustAt the termination of the Trust, the Company’s shares remaining within the Trust will be transferredto the Company without compensation, as shareholder returns, on the condition that the Company wouldcancel such shares. In addition, any cash remaining within the Trust at the time of termination will bepaid to the beneficiaries of the Trust who have satisfied the beneficiary requirements as stipulated in thetrust agreement, upon being used to cover various expenses.

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