NOK : Notice of the 117th Annual Shareholders’ Meetin

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

The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Securities Code No. 7240)

(Issue Date) June 8, 2023

(Start Date of Electronic Provision Measures) June 6, 2023

To Shareholders

Masao Tsuru

Representative Director, Chief Executive Officer

NOK CORPORATION

12-15,Shiba-Daimon1-chome, Minato Ward, Tokyo

Notice of the 117th Annual Shareholders' Meeting

We are pleased to inform you that the 117th Annual Shareholders' Meeting of NOK CORPORATION will be held as per the schedule given below.

In the course of convening this Annual Shareholders' Meeting, we have taken measures for providing information that constitutes the content of reference materials, etc. for the shareholders' meeting in electronic format by posting it on the following websites. Please visit any of the following websites to familiarize yourself with this electronically provided information.

The Company's website: https://www.nok.co.jp (in Japanese)

(Please visit this website and then click "Investor Relations," "Stock Information," and "Materials of Shareholders Meeting" in that order.)

Dedicated website for Reference Materials for the Annual Shareholders' Meeting: https://d.sokai.jp/7240/teiji/ (in Japanese)

Tokyo Stock Exchange website (TSE Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Please visit this website and enter "NOK" into the "Issue name (company name)" field or "7240" into the "Code" field, click "Search," "Basic information," and "Documents for public inspection/PR information" in that order. Under "Filed information available for public inspection," click a button for "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting.")

If you are unable to attend the meeting in person, you may exercise your right to vote online or in writing. Please review the attached Reference Materials for the Annual Shareholders' Meeting and exercise your voting rights by 5:15 p.m. on Tuesday, June 27, 2023.

1. Time: 10:00 a.m., June 28, 2023 (Wednesday)
2. Place: Meeting room at the Company's head office

12-15,Shiba-Daimon1-chome, Minato Ward, Tokyo

3. Agenda:

Report

1. Business Report, Consolidated Financial Statements and Audit Reports concerning Consolidated Financial Statements by the Independent Auditor and the Board of Corporate Auditors for the 117th Term (April 1, 2022 to March 31, 2023)
2. Financial Statements for the 117th Term (April 1, 2022 to March 31, 2023)

Items for Resolution

First Item Appropriation of surplus

Second Item Election of eight (8) Directors

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4. Exercise of voting rights

If you exercise your voting rights both in writing and via the Internet, the vote you cast via the Internet will be considered as the valid exercise of your voting rights.

If you exercise your voting rights via the Internet more than once, your most recent vote will be considered the valid exercise of your voting rights.

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• If you plan to attend the meeting in person, please present the enclosed voting form at the reception desk.
• If electronically provided information is revised, the Company will post a notice of the revisions and the original and revised versions of the information on the websites listed above.
• The Company has attached the Reference Materials for the Annual Shareholders' Meeting to this notice so that you have what you need to check the details of proposals.
• The physical copies of electronically provided information the Company sends to all shareholders who request them do not include the following information under the provisions of laws and regulations and Article 14-2 of the Articles of Incorporation of the Company.
  (i) "System for Ensuring Properness of Operations" for Business Report
  (ii) "Consolidated Statement of Changes in Net Assets" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
  (iii) "Statement of Changes in Net Assets" and "Notes to Financial Statements" in the Financial Statements
  In the course of preparing their Audit Report Concerning Financial Statements and Audit Report, the Independent Auditor and Corporate Auditors audited the three items listed above in addition to the documents listed in the business report and consolidated and non-consolidated financial statements.
• Please note that you may be refused entry into the meeting venue if you show fever symptoms or seem unwell.
• No gifts will be distributed at this Annual Shareholders' Meeting.

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Reference Materials for the Annual Shareholders' Meeting

First Item: Appropriation of surplus

We propose to appropriate surplus as follows.

Matters concerning year-end dividends

Regarding the year-end dividend for this fiscal year, we believe that it is important, in principle, to maintain stable dividend payments at appropriate levels in response to our mid- to long-term performance, while retaining a sufficient amount of reserves to prepare for future business expansion and strengthen our financial foundation is equally important. Therefore, we will determine the year-end dividend after taking these factors into overall consideration. Additionally, the new Medium-Term Management Plan covering April 1, 2023 to March 31, 2026 includes a dividend policy that calls for a dividend on equity (DOE) ratio of at least 2.5%. The Board of Directors decided on this policy at their meeting on April 19, 2023 in order to enhance shareholder returns.

After taking this basic policy for profit sharing and other factors into overall consideration, we propose to pay dividends as follows:

1. Type of dividend property: monetary dividends
2. Matters concerning assignment of dividend property to shareholders and amounts thereof

¥50.00 per common share Total sum: ¥8,652,940,300

As ¥25.00 per share was paid as an interim dividend, total dividends per share for this fiscal year will be ¥75.

1. Date from which dividends from surplus come into effect June 29, 2023

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Second Item: Election of eight (8) Directors

The terms of office for the current nine (9) Directors will expire at the conclusion of the 117th Annual Shareholders' Meeting. Accordingly, the Company requests shareholder approval for the election of eight (8) Directors (including three (3) Outside Directors).

The candidates for Directors are as follows:

				Number of
Candidate		Attribute of	Current Positions and Responsibilities in the	attendance at
Name	the Board of
No.	Candidate	Company	Directors
				meetings
				(FY2022)
1	Masato Tsuru	Reappointed	Representative Director, Chairman of the Board	12/12
candidate	(100%)
2	Masao Tsuru	Reappointed	Representative Director, Chief Executive	12/12
candidate	Officer	(100%)
3	Yasuhiko Kuroki	Reappointed	Representative Director, Senior Executive	12/12
Officer in charge of Corporate Sales &
candidate	(100%)
		Marketing
		Reappointed	Director, Executive Operating Officer	12/12
4	Akira Watanabe	General Manager, Corporate Finance &
candidate	(100%)
			Accounting Office
			Director, Executive Operating Officer	12/12
5	Junichi Orita	Reappointed	General Manager, Corporate Business Strategy
candidate
		Office and Corporate Environmental	(100%)
			Management Office
		Reappointed
6	Kensaku Hogen	candidate	Outside Director	12/12
[Outside Director]	(100%)
		[Independent
		Director]
		Reappointed
7	Makoto Fujioka	candidate	Outside Director	12/12
[Outside Director]	(100%)
		[Independent
		Director]
		Reappointed
8	Naoki Shimada	candidate	Outside Director	9/9
[Outside Director]	(100%)
		[Independent
		Director]

Reappointed candidate: Candidate for reelection as Director

Outside Director: Candidate for Outside Director

Independent Director: Independent Director stipulated by the Tokyo Stock Exchange

(Note) Since the candidate Mr. Naoki Shimada was newly elected as Director at the 116th Annual Shareholders' Meeting held on June 24, 2022, the number of the Board of Directors meetings for him is different from that of the other candidates.

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Candidate	Name	Brief Personal History, and Position and Area of Responsibility at the Company	Number of the
Company's
No.	(Date of Birth)		(Significant Concurrent Positions)
	Shares Held
		March 1973	Joined NOK Corporation
		June 1977	MBA, Harvard Business School
		February 1978	Deputy General Manager, Corporate Finance & Accounting Office,
			and Deputy General Manager, Planning Division, NOK Corporation
		June 1979	Director, NOK Corporation
		June 1981	Managing Director, NOK Corporation
		June 1981	General Manager, Corporate Finance & Accounting Office, and
			Deputy General Manager, Planning Division, NOK Corporation
		April 1982	General Manager, Corporate Finance & Accounting Office, and
			General Manager, Planning Division, NOK Corporation
		July 1982	General Manager, Corporate Finance & Accounting Office, General
	Reappointed candidate		Manager, Planning Division, and General Manager, Personnel
		Division, NOK Corporation	417,100
	Masato Tsuru	June 1983	Senior Managing Director, NOK Corporation
	shares
	June 1985	President and Representative Director, NOK Corporation
	(January 11, 1948)
	June 1989	Chairman of the Board, President and Representative Director,
1			NOK Corporation
		April 2018	Representative Director, Chairman of the Board,
			NOK Corporation (incumbent)
		Significant concurrent positions
		Representative Director, Chairman of the Board, Nippon Mektron, Ltd.*
		Representative Director, Chairman of the Board, NOK Klüber Co., Ltd.*
		Representative Director, Chairman of the Board, Unimatec Co., Ltd.*
		Chairman of the Board & Representative Director, Seiwa Jisho Co., Ltd.
		* Scheduled to retire from these positions at the conclusion of the respective
		companies' ordinary general meetings of shareholders scheduled to be held on June
		26, 2023.
	Reasons for nomination as	a candidate for Director
	We propose that Mr. Masato Tsuru be re-elected as a Director because we have decided that he is able to execute his duties by
	appropriately making comprehensive managerial judgments and decisions with an overarching view of the NOK Group, as well as
	performing supervision of management objectively. We believe he can do so based on his experience of being involved in management
	in a wide range of areas, such as corporate finance & accounting division and planning division, and his extensive experience and
	achievements as a business manager.
		April 2005	Joined NOK Corporation
		May 2009	MBA, McDonough School of Business, Georgetown University
		April 2015	Department Manager, Corporate Planning Department, Corporate
			Planning Office, NOK Corporation
		April 2017	Operating Officer, NOK Corporation
		April 2017	Deputy General Manager, Corporate Planning Office, NOK
			Corporation
		June 2018	President and Representative Director, NOK Klüber Co., Ltd.
		April 2020	Representative Director, NOK Klüber Co., Ltd.
		April 2020	Senior Operating Officer, NOK Corporation
	Reappointed candidate	April 2020	General Manager, Corporate Business Strategy Office, NOK
		Corporation
	Masao Tsuru	June 2020	Director, NOK Corporation	81,100
	June 2020	Senior Managing Director, NOK Corporation	shares
	(June 13, 1980)	April 2021	President and Representative Director, NOK Corporation
2		June 2022	Representative Director, Chief Executive Officer, NOK Corporation
		(incumbent)
		Significant concurrent positions
		Chairman of the Board & Director, NOK-Freudenberg Singapore Pte. Ltd.
		Representative Director, Seiwa Jisho Co., Ltd.
		* Scheduled to be appointed to these positions by the respective companies' boards of
		directors and ordinary general meetings of shareholders scheduled to be held on
		June 26, 2023.
		Representative Director, Chairman of the Board, Nippon Mektron, Ltd.
		Representative Director, Chairman of the Board, NOK Klüber Co., Ltd.
		Representative Director, Chairman of the Board, Unimatec Co., Ltd.
	Reasons for nomination as	a candidate for Director
	We propose that Mr. Masao Tsuru be re-elected as a Director because we have decided that he is able to execute his duties by
	appropriately making comprehensive managerial judgments and decisions for the entire NOK Group, as well as exercise supervision of
	management objectively. We believe he can do so based on his experience of being involved in the Company's corporate planning
	division and managing NOK Klüber Co., Ltd., as well as his wealth of experience and track record in a wide range of management
	areas.

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