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 7, 2019
To our shareholders:Tokio Matsuo
President and CEO
NIPPON CARBIDE INDUSTRIES CO., INC.
16-2, 2-Chome Konan, Minato-ku, Tokyo, JapanNOTICE OF THE 120TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 120th 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 26, 2019 (JST).
1. Date and Time: Thursday, June 27, 2019 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 120th Term (from April 1, 2018 to March31, 2019), 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 120th Term (from April 1, 2018 to March 31, 2019)
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 in 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 40 yen per share year-end dividends for this term as follows, which is an increase of 10 yen
per share compared to the previous fiscal year, upon taking into account the business results of this term, futurebusiness development, retained earnings, and all other matters.
(1) Type of dividend property
Cash(2) Allocation of dividend property to shareholders and total amount thereof
40 yen per common share of the Company
Total amount of dividends: 327,492,840 yen(3) Effective date of distribution of dividends of surplus
June 28, 2019-2-Proposal 2:

Election of Three (3) DirectorsThe term of office of Directors Hiroshi Serizawa and Motoi Kondo will expire at the conclusion of this Ordinary
General Meeting of Shareholders. Therefore, the Company proposes the election of three (3) Directors, increasing
the number of Directors by one (1) to strengthen the management system.
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
Apr. 2011

1Number of theCompany’s shares
ownedJoined the Company.
General Manager of Chemicals & Specialty
Polymers Division and Leader of SpecialtyPolymers Business Unit
June 2011
Director, General Manager of Chemicals &Specialty Polymers Division and Leader ofSpecialty Polymers Business Unit
Apr. 2012
Director, General Manager of Chemicals &Specialty Polymers Division
Apr. 2013
Director, General Manager of Electronic
Materials Division, Operational Headquartersof Electronic and Optical Products
Apr. 2015
Director, Senior General Manager ofOperational Headquarters of Functional
Products
June 2016
Director and Executive Officer, in charge ofHiroshi Serizawa
Technology, Senior General Manager of
3,700(February 28, 1958)
Operational Headquarters of Functional
Products
June 2017
Director and Managing Executive Officer, incharge of Technology, Senior General Managerof Operational Headquarters of Functional
ProductsApr. 2018
Director and Managing Executive Officer, incharge of Technology, Senior General Managerof Electronic and Functional Products Division
June 2018
Representative Director and Managing
Executive Officer, Chief Technical Officer,
Senior General Manager of Electronic andFunctional Products Division
Apr. 2019
Representative Director and Senior Managing
Executive Officer, Chief Technical Officer,
Senior General Manager of Electronic andFunctional Products Division (present position)[Reasons for his nomination as a candidate for Director]
Hiroshi Serizawa has overseen various operations of the Company for many years and he is in charge of the promotionof corporate strategy and technical departments. Given his wealth of experience in corporate management gained
through assisting in overall business management as Representative Director and Senior Managing Executive Officer,
he is expected to contribute fully as a Director to the Company’s significant decision-making processes and supervisionof other Directors in their execution of duties. In consideration of these reasons, the Company proposes his election asDirector.

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Name(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 198223Notes:

Number of theCompany’s shares
ownedJoined The Mitsubishi Bank, Ltd. (currentlyMUFG Bank, Ltd.)
Jan. 2001
General Manager of Ikebukuro-Higashiguchi
Branch, The Bank of Tokyo-Mitsubishi, Ltd.
(currently MUFG Bank, Ltd.)
Apr. 2004
General Manager of Ebisu Branch, The Bank ofTokyo-Mitsubishi, Ltd. (currently MUFG Bank,Ltd.)
Jan. 2006
Deputy General Manager of Corporate Banking
Division No. 2, The Bank of Tokyo-Mitsubishi
UFJ, Ltd. (currently MUFG Bank, Ltd.)*May 2007
General Manager of Shinbashi Branch, The0Yoshitada Iguchi
Bank of Tokyo-Mitsubishi UFJ, Ltd. (currently(December 18, 1958)
MUFG Bank, Ltd.)May 2009
General Manager of Financial Institution
Division, The Bank of Tokyo-Mitsubishi UFJ,Ltd. (currently MUFG Bank, Ltd.)
June 2011
Managing Executive Officer of Mitsubishi UFJ
Research and Consulting Co., Ltd.
Jan. 2019
Counselor of the Company
Apr. 2019
Managing Executive Officer, in charge ofAdministrative Department, General Managerof Corporate Planning Department (presentposition)[Reasons for his nomination as a candidate for Director]
Yoshitada Iguchi has served as Managing Executive Officer of Mitsubishi UFJ Research and Consulting Co., Ltd., inaddition to overseeing Administrative Department and promoting business strategies as Managing Executive Officer incharge of Administrative Department of the Company. He is expected to draw on such experience and expertise andcontribute 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 his election as Director.
Apr. 2001
Joined The Dai-ichi Mutual Life Insurance
CompanyMar. 2004
Retired from The Dai-ichi Mutual Life
Insurance Company*Nov. 2007
Appointed as Judicial Apprentice
Naoko Endo0Dec. 2008
Registered as an attorney at law (present(July 23, 1978)
position)
Joined Ono Sogo Legal Profession Corporation(Significant concurrent positions outside the Company)
Attorney at law (Ono Sogo Legal Profession Corporation)[Reasons for his nomination as a candidate for Outside Director]
The Company proposes the election of Naoko Endo as Outside Director because it expects she will utilize her abundant
experience and specialist knowledge as an attorney at law in the management of the Company. She has never been
directly involved in the management of a company. However, the Company judges she is suitable for an Outside
Director based on her experience and knowledge as an attorney at law.
1. There are no special interests between the candidates and the Company.
2. Naoko Endo is a candidate for Outside Director. She is a candidate to be appointed as an independent officer as provided
for by Tokyo Stock Exchange, Inc.
3. If the election of Naoko Endo is approved, in accordance with the provisions of Article 427, paragraph 1 of theCompanies Act, the Company will conclude with her an agreement to limit her 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.
4. 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 119th Ordinary General
Meeting of Shareholders held on June 28, 2018, 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, in charge of President’s special missions (sales),General Manager of Electronic Materials Division
June 2007
Director, responsible for 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 Division
Apr. 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 Center
Apr. 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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