This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 4064

June 10, 2016
To our shareholders:
Yasutoshi Hirata
President and CEO

NIPPON CARBIDE INDUSTRIES CO., INC.
16-2, 2-Chome Konan, Minato-ku, Tokyo, JapanNOTICE OF THE 117TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 117th Ordinary General Meeting of Shareholders of NIPPONCARBIDE INDUSTRIES 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 by postal mail.
Please indicate your approval or disapproval of the proposals on the enclosed voting form after reviewing
the attached Reference Documents for the General Meeting of Shareholders, and return it by postal mailto reach us no later than 5:40 p.m., Tuesday, June 28, 2016.

Meeting Details
1.

Date and time:

Wednesday, June 29, 2016 at 10:00 a.m.

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 117th Term (from April 1,2015 to March 31, 2016), and the results of audit of the Consolidated Financial Statements
by the Accounting Auditor and the Board of Corporate Auditors
2. Non-Consolidated Financial Statements for the 117th Term (from April 1, 2015 to March31, 2016)
Items to be resolved:
Proposal 1: Appropriation of surplus
Proposal 2: Election of three (3) Directors
Proposal 3: Election of one (1) Corporate Auditor
Proposal 4: Election of one (1) substitute Corporate Auditor
Proposal 5: Revision of the remuneration for Directors

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 tochanges to its management environment. At the same time, it considers that the distribution ofprofits to shareholders is an important responsibility, and its basic policy is to realize long-termand stable dividend payments.
The Company proposes the year-end dividends for this term as follows, upon taking into
account the business results of this term, future business development, retained earnings, andall other matters.
(1) Type of dividend property
Cash(2) Allocation of dividend property to shareholders and total amount thereof
2 yen per common share of the Company
Total amount of dividends: 163,758,336 yen(3) Effective date of distribution of dividends of surplus
June 30, 2016

2Proposal 2:

Election of three (3) Directors

The term of office of Directors Yasutoshi Hirata, Takashi Hayase, Toshimichi Fujikawa and Masami
Uemae will expire and Director Hidenori Nitta will resign at the conclusion of this Ordinary General
Meeting of Shareholders. In light of the introduction of the post of Executive Officers, we propose adecrease in the number of Directors and the election of three Directors.
The candidates for Directors are as follows:No.

Name(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
April 1980January 2006
January 2010
January 2016

*Tokio Matsuo
1March 2016

Joined Asahi Glass Co., Ltd.
General Manager of Engineering Center, Asahi
Glass Co., Ltd.
Executive Officer, General Manager of CSR
Office, Asahi Glass Co., Ltd.
Executive Officer, Assistant to CEO, Asahi GlassCo., Ltd.
Counselor of the Company (present position)

Number of theCompany's
shares owned0(April 26, 1957)[Reasons for his nomination as a candidate for Director]
Tokio Matsuo comes from the engineering division of Asahi Glass Co., Ltd., and has
many years of experience managing that division. He has been in the role ofExecutive Officer and General Manager of the CSR Office since 2010 and has awealth 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 and supervision of other Directors in their
execution of duties. In consideration of these reasons, the Company proposes hiselection as Director.

3No.

Name(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
April 1979
April 2007
June 2008
April 2010

Toshimichi Fujikawa
2(May 31, 1956)

Joined the Company.
General Manager of Chemical Division
Director, General Manager of Chemical Division
Director, General Manager of China Business
Strategy Office
October 2011
Director, General Manager of Functional Films
Division and General Manager of China Business
Strategy Office
April 2013
Director, Senior General Manager of Operational
Headquarters of Functional Products
June 2013
Managing Director, Senior General Manager ofOperational Headquarters of Functional Products
and General Manager of Corporate Planning
SectionDecember 2013 Managing Director, Senior General Manager ofOperational Headquarters of Functional Products,
and General Manager of Corporate Planning
Section and General Manager of Purchasing
Department
April 2014
Managing Director, Senior General Manager ofOperational Headquarters of Electronic andOptical Products, and General Manager ofCorporate Planning Section (present position)

Number of theCompany'sshares owned

68,000[Reasons for his nomination as a candidate for Director]
Toshimichi Fujikawa has overseen various operations of the Company for many
years and he is in charge of corporate strategy. Given his expertise and a wealth ofexperience as Director, he is expected to contribute fully as a Director to theCompany's significant decision-making processes and supervision of other Directors
in their execution of duties. In consideration of these reasons, the Company proposeshis election as Director.

4No.

Name(Date of birth)

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

April 2003

January 2004

*Nobukazu Kotake

April 2007

3(January 1, 1951)

April 2010
April 2013

Joined Komatsu Ltd.
General Manager of Construction Equipment
Technical Center 1, Development Division,Komatsu Ltd.
Executive Officer, General Manager ofConstruction Equipment Technical Center 1,Development Division, Komatsu Ltd.
Executive Officer, Vice President ofDevelopment Division, Komatsu Ltd.
Senior Executive Officer, President ofDevelopment Division, Komatsu Ltd.
Deputy Representative of All China Operations,Komatsu Ltd.
Senior Fellow, Komatsu Ltd. (present position)

Number of theCompany'sshares owned

0[Reasons for his nomination as a candidate for Outside Director]
Nobukazu Kotake comes from the engineering division of Komatsu Ltd. He has
worked overseas and has a wealth of corporate management experience. By utilizing
his experience and expertise, he is expected to make suggestions regarding theCompany's management in general and to contribute to strengthening the Company'scorporate governance. In consideration of these reasons, the Company proposes hiselection as Outside Director.
Notes:
1. There are no special interests between the candidates and the Company.
2. Nobukazu Kotake is a candidate for Outside Director. He is also a candidate for Independent Officer asprescribed by the Tokyo Stock Exchange, Inc.
3. If the election of Nobukazu Kotake is approved, in accordance with the provisions of Article 427, Paragraph 1 ofthe Companies Act, the Company will conclude with him an agreement to limit his liability for damages underArticle 423, Paragraph 1 of the same Act. The maximum amount of damages under said agreement will be theminimum amount stipulated by the laws and regulations.
4. Candidates marked with an asterisk (*) are newly nominated.

5Proposal 3:

Election of one (1) Corporate Auditor

Since Corporate Auditor Yoshiro Nagashima will resign at the conclusion of this Ordinary General
Meeting of Shareholders, the Company proposes that one (1) Corporate Auditor be elected.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for Corporate Auditor is as follows:
Name(Date of birth)

Career summary and position(Significant concurrent positions outside the Company)
April 1979
May 1999

January 2001

May 2001

Shinsuke Kumazawa

May 2003(April 26, 1956)
May 2006
June 2008
February 2012

Joined The Mitsubishi Bank, Ltd. (currently The Bank ofTokyo-Mitsubishi UFJ, Ltd.)
General Manager of Toritsu Daigaku Ekimae Branch,
The Bank of Tokyo-Mitsubishi, Ltd. (currently The Bankof Tokyo-Mitsubishi UFJ, Ltd.)
General Manager of Himonya Branch, The Bank ofTokyo-Mitsubishi, Ltd. (currently The Bank of TokyoMitsubishi UFJ, Ltd.)
Deputy General Manager of Corporate Business
Department, The Bank of Tokyo-Mitsubishi, Ltd.
(currently The Bank of Tokyo-Mitsubishi UFJ, Ltd.)
General Manager of Retail HR Office, The Bank ofTokyo-Mitsubishi, Ltd. (currently The Bank of TokyoMitsubishi UFJ, Ltd.)
General Manager of Shibuya Branch, The Bank ofTokyo-Mitsubishi UFJ, Ltd.
Representative Director and President of Mitsubishi UFJLoan Business Co., Ltd.
Corporate Auditor, JALCARD, INC. (present position)

Number of theCompany'sshares owned

0[Reasons for his nomination as a candidate for Outside Corporate Auditor]
Shinsuke Kumazawa has many years of experience working for a financial institution as
well as Mitsubishi UFJ Loan Business Co., Ltd. and JALCARD, INC. As it expects him toutilize his experience and knowledge and apply them in the performing of audit functions,the Company proposes his election as Outside Corporate Auditor.
Notes:
1. There are no special interests between the candidate and the Company.
2. Shinsuke Kumazawa is a candidate for Outside Corporate Auditor.
3. If the election of Shinsuke Kumazawa is approved, 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 underArticle 423, Paragraph 1 of the same Act. The maximum amount of damages under said agreement will be theminimum amount stipulated by the laws and regulations.
4. Shinsuke Kumazawa is newly nominated.

6Proposal 4:

Election of one (1) substitute Corporate Auditor

Since the election of substitute Corporate Auditor Tatsuo Yoshida, who was elected at the 116th
Ordinary General Meeting of Shareholders held on June 26, 2015, will cease to be effective at thecommencement of this Ordinary General Meeting of Shareholders, the Company proposes that one(1) substitute Corporate Auditor be elected to prepare for a case where the number of CorporateAuditors falls below the number stipulated by laws and regulations.
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)
April 1975
April 2004
June 2004

June 2007

June 2010

June 2012
April 2013
Takashi Hayase(May 29, 1952)

June 2013

April 2014

April 2015

Joined the Company.
General Manager of Electronic Materials Division
Director, responsible for President's special missions(sales), General Manager of Electronic Materials
Division
Director, in charge of Manufacturing TechnologyDepartment, Quality and Environment Management
Department, and Factory Manager of Uozu andHayatsuki FactoryManaging Director, responsible for Uozu and Hayatsuki
Factory, Manufacturing Technology Department andPurchasing Department, and General Manager ofElectronic Materials Division
Senior Managing Director, in charge of Technology, andGeneral Manager of Electronic Materials Division
Senior Managing Director, in charge of Technology,Senior General Manager of Operational Headquarters ofElectronic and Optical Products, and General Manager ofResearch and Development Center
Representative Director and Senior Managing Director, incharge of Technology, Senior General Manager ofOperational Headquarters of Electronic and OpticalProducts, and General Manager of Research andDevelopment Center
Representative Director and Senior Managing Director,
and Overall Business Management (Technology),
General Manager of Research and Development Center
Representative Director and Senior Managing Director,
and Overall Business Management (Technology), incharge of Group-wide Safety and Quality Improvement(present position)

Number of theCompany's
shares owned

90,000[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 and Senior Managing Director, acquiring a wealth ofexperience about the Company's management. As it expects him to utilize this experienceand knowledge and apply them in the performing of audit functions, the Company proposes
his election as substitute Corporate Auditor.
Notes:
1. There are no special interests between the candidate and the Company.
2. If the election of Takashi Hayase is approved, in accordance with the provisions of Article 427, Paragraph 1 ofthe Companies Act, the Company will conclude with him an agreement to limit his liability for damages underArticle 423, Paragraph 1 of the same Act. The maximum amount of damages under said agreement will be theminimum amount stipulated by the laws and regulations.

7Proposal 5:

Revision of the remuneration for Directors

It was decided at the 114th Ordinary General Meeting of Shareholders held on June 27, 2013 that themaximum total remuneration for the Company's Directors should be 240 million yen annually (ofwhich maximum allocation for Outside Directors should be 15 million yen annually), and it has
stayed the same to this day.
We are proposing this year in Proposal 2 that we elect one additional Outside Director in order toreinforce the supervisory function of the Board of Directors. In light of the increasing roles andresponsibilities expected of Outside Directors, the Company proposes that, while keeping themaximum total Directors' remuneration unchanged at 240 million yen annually, the allocation toOutside Directors be raised to maximum 30 million yen.
Directors' remuneration shall continue to not include the employee compensation given to persons
who are concurrently serving as both employee and Director.
There are currently eight Directors (including one Outside Director). If Proposal 2 is approved as is,there will be six Directors (including two Outside Directors).

8