Nippon Carbon : Notice of the 163rd Annual General Meeting of Shareholders

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: 5302) March 7, 2022

To our shareholders:

Takafumi Miyashita Representative Director, CEO

Nippon Carbon Co., Ltd.

10-7, Hatchobori, 1-chome,Chuo-ku, Tokyo

Notice of the 163rd Annual General Meeting of Shareholders

You are cordially notified of the 163rd Annual General Meeting of Shareholders of Nippon Carbon Co., Ltd. (the "Company"), which will be held as indicated below.

The Company will take appropriate measures to prevent infection of the novel coronavirus disease (COVID-19) in the holding of the General Meeting of Shareholders. However, the Company strongly requests that shareholders exercise their voting rights in advance in writing or via the Internet to the best of their ability and refrain from attending on the date of the General Meeting of Shareholders regardless of physical condition from the perspective of preventing the spread of COVID-19.

Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting rights by 5:30 p.m. on Monday, March 28, 2022 (JST).

1. Date and Time: Tuesday, March 29, 2022, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)
2. Venue: 8F Conference Room 801 at Tekko Kaikan

2-10,Nihonbashi-kayabacho3-chome,Chuo-ku, Tokyo

Measures to prevent the spread of COVID-19

• Shareholders attending this General Meeting of Shareholders in person are requested to check the status of infection on the date of the meeting and take note of your own health condition. Please take measures to protect yourself from infection, such as wearing a face mask.
• We plan to set alcohol disinfectant, take temperatures, etc. in front of the reception desk as measures to prevent infection. Individuals found to have a feverand those appearing unwellmay be restricted entry.
• We expect to prepare approximately 50 seatsin the venue in order to increase the space between shareholders' seats. As a result, if all seats are filled, it is possible that entry will be restrictedwhen you arrive at the venue on the day.
• Please note that this year, the provision of gifts to attendants has been cancelledon the date of the meeting. We ask for the understanding and cooperation of our shareholders.

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3. Purpose of the Meeting: Matter to be reported:

The Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements for the 163rd fiscal year (from January 1, 2021 to December 31, 2021), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board

Matters to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Amendment to the Articles of Incorporation

Proposal No. 3: Election of Four Directors

Proposal No. 4: Election of One Audit & Supervisory Board Member

Proposal No. 5: Election of One Substitute Audit & Supervisory Board Member

Proposal No. 6: Renewal of Countermeasures against Large-scale Purchases of Company Shares (Takeover Defense Measures)

4. Instructions for Exercising Voting Rights:

To avoid the risk of infection of COVID-19, you are asked to consider refraining from attending the meeting in person this year and, instead, to exercise your voting rights beforehand in writing (via postal mail) or via the Internet if possible.

1. If no indication is made in the voting form, the vote shall be deemed as an intention of approval.
2. If you intend to exercise your voting rights by proxy, it is possible to delegate one other shareholder with voting rights. Please have your proxy submit a written document (a proxy statement, etc.) certifying the authority of proxy.
3. Because the system for ensuring properness of operations and outline of its operating status, the basic policy on control of stock company, the Consolidated Statements of Changes in Equity, the Notes to Consolidated Financial Statements, the Non-consolidated Statements of Changes in Equity and the Notes to Non- consolidated Financial Statements, which must be provided at the time of providing this Notice, are reported on the Company's website (https://www.carbon.co.jp/) in accordance with the provisions of laws and regulations and Article 17 of the Articles of Incorporation, they are not provided in the attached documents regarding the matter to be reported. In addition, these documents are included in the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements, which have been audited by Audit & Supervisory Board Members to prepare the audit report and by Financial Auditor to prepare the accounting audit report.
4. Any change made to the Reference Documents for General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements will be posted on the Company's website (https://www.carbon.co.jp/) in Japanese only.

If you attend the meeting in person, please present the enclosed voting form at the reception desk upon your arrival at the meeting.

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Reference Documents for General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1: Appropriation of Surplus

The Company attaches importance to the return of profits to shareholders, and proposes a year-end dividend for the 163rd fiscal year as follows, in accordance with its basic policy of paying long-term, stable dividends, while also taking internal reserves into consideration.

Year-end dividends

1. Type of dividend property Cash
2. Allotment of dividend property and their aggregate amount ¥100 per common share of the Company
   Total dividends: ¥1,110,463,800
3. Effective date of dividends of surplus March 30, 2022

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Proposal No. 2: Amendment to the Articles of Incorporation

1. Reasons for amendment
   On September 1, 2022, the amended provisions prescribed in the proviso to Article 1 of the Supplementary Provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will come into effect. Accordingly, the following amendment will be made to the Articles of Incorporation of the Company, in order to prepare for the introduction of a system for providing general shareholder meeting materials in electronic format.
2. 1. Article 17, paragraph 1 of the proposed amendment determines that the Company will take measures to provide information that constitutes the content of the reference documents of the general meeting of shareholders in electronic format.
   2. Article 17, paragraph 2 of the proposed amendment establishes a provision limiting the scope of matters that will be provided in documents delivered to shareholders who request the delivery of such documents.
   3. Provisions pertaining to Internet Disclosure and Deemed Provision of Reference Documents of the General Meeting of Shareholders, Etc. (Article 17 of the current Articles of Incorporation), will no longer be necessary, and will thus be deleted.
   4. In accordance with the establishment of new provisions and deletion of provisions described above, supplementary provisions will be established in relation to the effective date, etc.
3. Details of amendment
   The details of the amendment are as follows.

	(Amended parts are underlined)
Current Articles of Incorporation	Proposed amendment
Article 17. (Internet Disclosure and Deemed Provision of	< Deleted >
Reference Documents of the General Meeting of
Shareholders, Etc.)
When the Company convenes a general meeting of
shareholders, if it discloses information that is to be stated or
indicated in the reference documents of the general meeting
of shareholders, business report, financial statements and/or
consolidated financial statements through the internet in
accordance with the provisions prescribed by the Ministry of
Justice Order, it may be deemed that the Company has
provided this information to shareholders.
< Newly established >	Article 17. (Measures to Provide Information in Electronic
	Format, Etc.)
	1. When the Company convenes a general meeting of
	shareholders, it will take measures to provide information
	that constitutes the content of the reference documents of
	the general meeting of shareholders, etc. in electronic
	format.
	2. Of the matters for which it takes measures to provide in
	electronic format, the Company may omit all or part of the
	matters prescribed by the Ministry of Justice Order from
	the documents to be delivered to shareholders who have
	made a request for the delivery of documents by the
	record date for voting rights.
< Newly established >	(Supplementary Provisions)
	1. Deletion of Article 17 of the Articles of Incorporation
	before amendment (Internet Disclosure and Deemed
	Provision of Reference Documents of the General
	Meeting of Shareholders, Etc.) and the proposed
	establishment of Article 17 (Measures to Provide
	Information in Electronic Format, Etc.) will take effect on
	the day the amended provisions prescribed in the proviso
	to Article 1 of the Supplementary Provisions of the Act
	Partially Amending the Companies Act (Act No. 70 of
	2019) come into effect (the "Effective Date").

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Current Articles of Incorporation	Proposed amendment
	2. Notwithstanding the provision of the preceding paragraph,
	Article 17 of the Articles of Incorporationbefore
	amendment will remain effective for all general meetings
	of shareholders held on days falling within six months of
	the Effective Date.
	3. These supplementary provisions will be deleted on the day
	when six months have passed from the Effective Date or
	the day when three months have passed from a general
	meeting of shareholders as provided for in the preceding
	paragraph, whichever is later.

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