Note: This document has been translated from a part of 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.

Securities Code: 4064
June 8, 2018
To our shareholders:Tokio Matsuo
President and CEO
NIPPON CARBIDE INDUSTRIES CO., INC.
16-2, 2-Chome Konan, Minato-ku, Tokyo, JapanNOTICE OF THE 119TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 119th Ordinary General Meeting of Shareholders of NIPPON CARBIDEINDUSTRIES CO., INC. (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing (by postal mail) orvia the Internet. Please review the attached Reference Documents for the General Meeting of Shareholders, andindicate your approval or disapproval of the proposals no later than 5:40 p.m., Wednesday, June 27, 2018 (JST).
1. Date and Time: Thursday, June 28, 2018 at 10:00 a.m. (JST)
2. Venue:
Meeting room, NIPPON CARBIDE INDUSTRIES CO., INC.
22nd floor, Taiyo-Seimei Shinagawa Building,
16-2, 2-Chome Konan, Minato-ku, Tokyo, Japan
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 119th Term (from April 1, 2017 to March31, 2018), and the results of audit of the Consolidated Financial Statements by the Accounting Auditor andthe Board of Corporate Auditors
2. Non-Consolidated Financial Statements for the 119th Term (from April 1, 2017 to March 31, 2018)
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Three (3) Directors
Proposal 3:
Election of One (1) Substitute Corporate Auditor-1-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Matters related to year-end dividends
The Company aims to be a company that will develop its business in the future and respond to changes to its
management environment. At the same time, it considers that the distribution of profits to shareholders is an
important responsibility, and its basic policy is to realize long-term and stable dividend payments.
The Company proposes 30 yen per share year-end dividends for this term as follows, upon taking into account thebusiness results of this term, future business development, retained earnings, and all other matters.
Effective October 1, 2017, the Company conducted consolidation of shares at a rate of ten (10) shares to one (1)share of common shares of the Company. If the year-end dividend for the previous term is calculated after thisconsolidation of shares, it would be equivalent to 20 yen per share, thus an increase of 10 yen per share for thisterm.
(1) Type of dividend property
Cash(2) Allocation of dividend property to shareholders and total amount thereof
30 yen per common share of the Company
Total amount of dividends: 245,626,170 yen(3) Effective date of distribution of dividends of surplus
June 29, 2018-2-

Proposal 2:

Election of Three (3) Directors

The term of office of three (3) Directors, Tokio Matsuo, Toshimichi Fujikawa, and Nobukazu Kotake, will expire
and Director Fumio Nishimura will resign at the conclusion of this Ordinary General Meeting of Shareholders.
Therefore, the Company proposes the election of three (3) Directors.
The candidates for Directors are as follows:No.

Name(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1980
Jan. 2006

12

Number of theCompany’s shares
ownedJoined Asahi Glass Co., Ltd.
General Manager of Engineering Center, Asahi
Glass Co., Ltd.
Jan. 2010
Executive Officer, General Manager of CSR
Office, Asahi Glass Co., Ltd.
Tokio Matsuo
2,500(April 26, 1957)
Jan. 2016
Executive Officer, Assistant to CEO, Asahi
Glass Co., Ltd.
Mar. 2016
Counselor of the Company
June 2016
President and Chief Executive Officer of theCompany (present position)[Reasons for his nomination as a candidate for Director]
Tokio Matsuo served as Executive Officer at Asahi Glass Co., Ltd., and he has served as President and Chief Executive
Officer since June 2016, acquiring a wealth of corporate management experience. He is expected to draw on such
experience and expertise and contribute fully as a Director to the Company’s significant decision-making processes andsupervision of other Directors in their execution of duties. In consideration of these reasons, the Company proposes hiselection as Director.
Apr. 1985
Joined the Company.
June 2010
General Manager, Manufacturing Departmentof Uozu and Hayatsuki Factory
Apr. 2013
General Manager of Specialty Polymers
Division, Operational Headquarters ofFunctional Products
Apr. 2016
General Manager of Specialty Polymers
Division, Operational Headquarters ofFunctional Products, and Osaka Branch*June 2016
Executive Officer, General Manager of
Yukinobu Hasegawa
1,500Specialty Polymers Division, Operational(March 18, 1962)
Headquarters of Functional Products, andOsaka Branch
Apr. 2017
Executive Officer, Deputy Senior General
Manager of Operational Headquarters ofFunctional Products, and General Manager ofSpecialty Polymers Division
Apr. 2018
Executive Officer and Senior General Managerof Operational Headquarters of Films andSheets Division (present position)[Reasons for his nomination as a candidate for Director]
Yukinobu Hasegawa has overseen manufacturing and business departments of the Company for many years. As
Executive Officer and Senior General Manager of the Operational Headquarters of the Films and Sheets Division, he iscurrently in charge of business strategy in the same business. Given his wealth of experience and expertise in thebusinesses of the Company, he is expected to contribute fully as a Director to the Company’s significant decisionmaking processes and supervision of other Directors in their execution of duties. In consideration of these reasons, theCompany proposes his election as Director.

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Name(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1974
June 2000

3Notes:Number of theCompany’s shares
ownedJoined Komatsu Ltd.
General Manager of Construction Equipment
Technical Center 1, Development Division,Komatsu Ltd.
Apr. 2003
Executive Officer, General Manager ofConstruction Equipment Technical Center 1,Development Division, Komatsu Ltd.
Nobukazu Kotake
Jan. 2004
Executive Officer, Vice President of0(January 1, 1951)
Development Division, Komatsu Ltd.
Apr. 2007
Senior Executive Officer, President ofDevelopment Division, Komatsu Ltd.
Apr. 2010
Deputy Representative of All China Operations,Komatsu Ltd.
Apr. 2013
Senior Fellow, Komatsu Ltd.
June 2016
Director of the Company (present position)[Reasons for his nomination as a candidate for Outside Director]
Nobukazu Kotake comes from the engineering division of Komatsu Ltd. where he has served as Senior ExecutiveOfficer. He has worked overseas and has a wealth of corporate management experience. By utilizing his experience andexpertise, he is expected to make suggestions regarding the Company’s management in general and to contribute tostrengthening the Company’s corporate governance. In consideration of these reasons, the Company proposes hiselection as Outside Director. At the conclusion of this Ordinary General Meeting of Shareholders, his tenure as Outside
Director will have been two (2) years.
1. There are no special interests between the candidates and the Company.
2. Nobukazu Kotake is a candidate for Outside Director.
3. The Company has submitted notification to the Tokyo Stock Exchange that Nobukazu Kotake has been appointed as anindependent officer. If his reelection is approved, the Company plans to continue the notification that he has been
appointed as an independent officer.
4. The Company has concluded with Nobukazu Kotake an agreement to limit his liability for damages under Article 423,
paragraph 1 of the Companies Act in accordance with the provisions of Article 427, paragraph 1 of the same act. If his
reelection is approved, the Company plans to renew the agreement. The maximum amount of the liability for damages
under said agreements will be the minimum amount stipulated by the laws and regulations.
5. Candidate marked with an asterisk (*) is newly nominated.

-4-Proposal 3:

Election of One (1) Substitute Corporate Auditor

Since the election of substitute Corporate Auditor Takashi Hayase, who was elected at the 118th Ordinary General
Meeting of Shareholders held on June 29, 2017, will cease to be effective at the commencement of this Ordinary
General Meeting of Shareholders, the Company proposes that one (1) substitute Corporate Auditor be elected toprepare for a case where the number of Corporate Auditors falls below the number stipulated by laws andregulations.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary and position(Significant concurrent positions outside the Company)
Apr. 1975
Apr. 2004
June 2004

Number of theCompany’s shares
ownedJoined the Company.
General Manager of Electronic Materials Division
Director, responsible for President’s special missions (sales),General Manager of Electronic Materials Division
June 2007
Director, in charge of Manufacturing Technology
Department, Quality and Environment Management
Department, and Factory Manager of Uozu and Hayatsuki
Factory
June 2010
Managing Director, responsible for Uozu and Hayatsuki
Factory, Manufacturing Technology Department andPurchasing Department, and General Manager of Electronic
Materials Division
June 2012
Senior Managing Director, in charge of Technology, andGeneral Manager of Electronic Materials DivisionApr. 2013
Senior Managing Director, in charge of Technology, SeniorTakashi Hayase
9,200
General Manager of Operational Headquarters of Electronic(May 29, 1952)
and Optical Products, and General Manager of Research andDevelopment Center
June 2013
Representative Director and Senior Managing Director, incharge of Technology, Senior General Manager ofOperational Headquarters of Electronic and Optical
Products, and General Manager of Research andDevelopment CenterApr. 2014
Representative Director and Senior Managing Director, andOverall Business Management (Technology), General
Manager of Research and Development CenterApr. 2015
Representative Director and Senior Managing Director, andOverall Business Management (Technology), in charge ofGroup-wide Safety and Quality Improvement
June 2016
Counselor of the Company
June 2017Retired as Counselor of the Company[Reasons for his nomination as a candidate for substitute Corporate Auditor]
Takashi Hayase has overseen the Company’s business and technology divisions and has served as Representative Director andSenior Managing Director, acquiring a wealth of experience about the Company’s management. The Company proposes his election
as substitute Corporate Auditor, as he is expected to utilize his experience and knowledge and apply them in playing the role as
Corporate Auditor.
Notes: 1. There are no special interests between the candidate and the Company.
2. If Takashi Hayase assumes the office of Corporate Auditor, in accordance with the provisions of Article 427, paragraph 1of the Companies Act, the Company will conclude with him an agreement to limit his liability for damages under Article
423, paragraph 1 of the same Act. The maximum amount of the liability for damages under said agreement will be theminimum amount stipulated by the laws and regulations.

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