NOK : Notice of the 118th 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 6, 2024

(Start Date of Electronic Provision Measures) June 4, 2024

To Shareholders

Masao Tsuru

Representative Director, Chief Executive Officer

NOK CORPORATION

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

Notice of the 118th Annual Shareholders' Meeting

We are pleased to inform you that the 118th 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 25, 2024.

1. Time: 10:00 a.m., June 26, 2024 (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 118th Term (April 1, 2023 to March 31, 2024)
2. Financial Statements for the 118th Term (April 1, 2023 to March 31, 2024)

Items for Resolution

First Item Appropriation of surplus

Second Item Amendment to the Articles of Incorporation

Third Item Election of four (4) Directors who are not Audit & Supervisory Committee Members

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Fourth Item Election of five (5) Directors who are Audit & Supervisory Committee Members

Fifth Item Setting of amount of remuneration for Directors who are not Audit & Supervisory Committee Members

Sixth Item Setting of amount of remuneration for Directors who are Audit & Supervisory Committee Members

Seventh Item Revision of share-based remuneration for Directors and Operating Officers

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 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 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: ¥8,381,174,900

As ¥37.50 per share was paid as an interim dividend, total dividends per share for this fiscal year will be ¥87.50.

1. Date from which dividends from surplus come into effect June 27, 2024

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Second Item: Amendment to the Articles of Incorporation

1. Reasons for the amendment
   The Company has decided to transition to a company with an audit & supervisory committee in order to enhance its corporate governance and enable swift decision-making by further distinguishing between the roles of supervision and execution, through which the Board of Directors will be able to focus exclusively on important management policies and plans, and on the supervision of business execution. In conjunction with this transition, the Company will propose to amend its Articles of Incorporation, making the necessary changes such as establishing new provisions concerning the Audit & Supervisory Committee and the Audit & Supervisory Committee Members, deleting the provisions concerning the Board of Corporate Auditors and the Corporate Auditors, and renumbering the articles accordingly.
2. Details of the amendment
   The details of the amendment are as follows. This proposal shall come into effect at the conclusion of this Annual Shareholders' Meeting.

			(Amended parts are underlined.)
	Current Articles of Incorporation		Proposed amendment
(Number of Directors and Election)	(Number of Directors and Election)
Article 19.	Article 19.
1.	The number of Directors of the Company shall	1.	The number of Directors of the Company
	be no more than fifteen (15).		(excluding those who are Audit & Supervisory
2.	A resolution for the election of Directors at a		Committee Members)shall be no more than
	General Shareholder's Meeting shall require		six (6).
	the presence of shareholders representing one-	2.	The number of Directors who are Audit &
	third (1/3) or more of the voting rights of all		Supervisory Committee Members of the
	shareholders, and it shall be adopted by a		Company (hereinafter, "Audit & Supervisory
	majority vote of the shareholders present.		Committee Members") shall be no more than
3.	A resolution for the election of Directors shall		five (5).
	not be made by cumulative voting.	3.	Directors shall be elected by a resolution at a
			General Meeting of Shareholders, with a
			distinction made between Audit & Supervisory
			Committee Members and other Directors.A
			resolution for the election of Directors at a
			General Shareholder's Meeting shall require
			the presence of shareholders representing one-
			third (1/3) or more of the voting rights of all
			shareholders, and it shall be adopted by a
			majority vote of the shareholders present.
		4.	A resolution for the election of Directors shall
			not be made by cumulative voting.
(Representative Directors and Directors with Titles)	(Representative Directors and Directors with Titles)
Article 20.	Article 20.
1.	Representative Directors of the Company shall	1.	Representative Directors of the Company shall
	be appointed by resolution of the Board of		be appointed by resolution of the Board of
	Directors.		Directors, from among Directors who are not
2.	The Company may, by a resolution of the		Audit & Supervisory Committee Members.
	Board of Directors, appoint one Chairman of	2.	The Company may, by a resolution of the
	the Board, one President, and several Vice		Board of Directors, appoint one Chairman of
	Presidents, Senior Managing Directors and		the Board andone President, from among
	Managing Directors.		Directors who are not Audit & Supervisory
			Committee Members.

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	Current Articles of Incorporation		Proposed amendment
(Term of Office of Directors)	(Term of Office of Directors)
Article 21.	Article 21.
1.	The term of office of Directors shall expire at	1.	The term of office of Directors who are not
	the conclusion of the Ordinary General		Audit & Supervisory Committee Members
	Shareholder's Meeting for the last business		shall expire at the conclusion of the Ordinary
	year within one (1) year after their assumption		General Shareholder's Meeting for the last
	of the office.		business year within one (1) year after their
2.	The term of office of Directors who are elected		assumption of the office.
	to fill a vacancy or to increase the number of	2.	The term of office of Audit & Supervisory
	Directors shall be until the expiring of the term		Committee Members shall expire at the
	of office of the other Directors in office.		conclusion of the Ordinary General
			Shareholder's Meeting for the last business
			year within two (2) years after their
			assumption of the office.
		3.	The term of office of Directors who are not
			Audit & Supervisory Committee Members
			who are elected to fill a vacancy or to increase
			the number of Directors shall be until the
			expiring of the term of office of the other
			Directors who are not Audit & Supervisory
			Committee Membersin office.
		4.	The term of office of Audit & Supervisory
			Committee Members who are elected to fill a
			vacancy shall be until the expiring of the term
			of office of the retired Audit & Supervisory
			Committee Member.
		5.	The effective period of a resolution for the
			election of a substitute Audit & Supervisory
			Committee Member, who is elected pursuant
			to Article 329, paragraph 3 of the Companies
			Act, shall be until the commencement of the
			Ordinary General Shareholder's Meeting for
			the last business year within two (2) years after
			their assumption of the office, unless such
			period is shortened by the resolution.
(Remuneration for Directors)	(Remuneration for Directors)
Article 22. Remunerations for Directors shall be	Article 22. Remunerations for Directors shall be
	determined by a resolution at a General		determined by a resolution at a General
	Shareholder's Meeting.		Shareholder's Meeting, with a distinction
			made between Audit & Supervisory
			Committee Members and other Directors.
	(Newly established)	(Delegation of Decisions on Execution of Business
		Affairs to Directors)
		Article 25. The Company may, pursuant to Article 399-
			13, paragraph 6 of the Companies Act,
			delegate all or part of decisions on the
			execution of important business affairs
			(excluding matters set forth in the items of
			paragraph 5 of the same Article) to Directors
			by resolution of the Board of Directors.
(Authority of Board of Directors)	(Regulations of Board of Directors)
Article 25.	Article 26. In addition to the matters provided for by
1.	The Board of Directors shall make decision on		laws or ordinances, or these Articles of
	the execution of business affairs of the		Incorporation, the Board of Directors shall
	Company, as well as the matters provided by		be governed by the Regulations of the Board
	laws or ordinances or these Articles of		of Directors established separately by the
	Incorporation.		Board of Directors.

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Current Articles of Incorporation

Proposed amendment

2.The Board of Directors shall be governed by the Regulations of the Board of Directors established separately by the Board of Directors.

Article 26. (Omitted)	Article 27. (Unchanged)
(Convocation Notice of Board of Directors)	(Convocation Notice of Board of Directors)
Article 27.	Article 28.
1.	Convocation notice of meetings of the Board	1.	Convocation notice of meetings of the Board
	of Directors shall be sent to each Director and		of Directors shall be sent to each Director at
	Corporate Auditorfour (4) days prior to the		leastfour (4) days prior to the date of the
	date of the meeting; provided, however, that		meeting; provided, however, that such period
	such period may be shortened in case of		may be shortened in case of emergency.
	emergency.	2.	If the consent of all Directors is obtained, a
2.	If the consent of all Directors and Corporate		meeting of the Board of Directors may be held
	Auditorsis obtained, a meeting of the Board of		without the foregoing convocation procedures.
	Directors may be held without the foregoing
	convocation procedures.
Article 28. (Omitted)	Article 29. (Unchanged)
(Omission of Resolutions of Board of Directors)	(Omission of Resolutions of Board of Directors)
Article 29. Where all Directors (limited to those who	Article 30. Where all Directors (limited to those who
	are entitled to participate in voting for a		are entitled to participate in voting for a
	resolution) have given consent in writing or		resolution) have given consent in writing or
	electromagnetic records for an issue that		electromagnetic records for an issue that
	requires a resolution of the Board of		requires a resolution of the Board of
	Directors, the Company shall deem the		Directors, the Company shall deem the
	Board of Directors to have adopted a		Board of Directors to have adopted a
	resolution on the said issue, unless an		resolution on the said issue.
	objection is raised by a Corporate Auditor.
(Minutes)	(Minutes)
Article 30. The substance of proceedings, the results of	Article 31. The substance of proceedings, the results of
	meetings of the Board of Directors and other		meetings of the Board of Directors and other
	items provided for in laws or ordinances		items provided for in laws or ordinances
	shall be entered or recorded in the minutes,		shall be entered or recorded in the minutes,
	and the chairperson of the meeting and		and the chairperson of the meeting and
	Directors and Corporate Auditorspresent		Directors present shall place their signature
	shall place their signature and seals thereon		and seals thereon or put their electronic
	or put their electronic signatures thereon.		signatures thereon. The minutes of the
	The minutes of the meeting shall be kept at		meeting shall be kept at the head office of
	the head office of the Company for ten (10)		the Company for ten (10) years.
	years.
	Chapter 5		Chapter 5
Corporate Auditors and Board of Corporate Auditors		Audit & Supervisory Committee
(Appointment of Corporate Auditors andEstablishment	(Establishment of Audit & Supervisory Committee)
of Board of Corporate Auditors)	Article 32. The Company shall establish the Audit &
Article 31. The Company shall have Corporate Auditors		Supervisory Committee.
	andshall establish the Board of Corporate
	Auditors.

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Current Articles of Incorporation	Proposed amendment
(Number of Corporate Auditors and Election)	(Deleted)
Article 32.

1. The number of Corporate Auditors of the Company shall be no more than five (5).
2. A resolution for the election of Corporate Auditors at General Shareholder's Meeting shall require the presence of shareholders representing one-third (1/3) or more of the voting rights of all shareholders who are entitled to exercise voting rights, and it shall be adopted by a majority of vote of the shareholders present.

(Term of Office of Corporate Auditors)	(Deleted)
Article 33.

1. The term of office of Corporate Auditors shall expire at the conclusion of the Ordinary General Shareholder's Meeting for the last business term ending within four (4) years after their assumption of the office.
2. The term of office of Corporate Auditors who are elected to fill a vacancy of the Corporate Auditor who retired before the expiration of their term of office shall be until the expiring of the term of office of the retired Corporate Auditor.

(Remuneration for Corporate Auditors)	(Deleted)
Article 34.	Remunerations for Corporate Auditors shall
	be determined by a resolution at a General
	Shareholder's Meeting.
(Exemption from Liability of Corporate Auditors)	(Deleted)
Article 35.

1. The Company may, by a resolution of the Board of Directors and pursuant to Article 426, Paragraph 1 of the Corporation Law, grant its Corporate Auditors (including former Corporate Auditors) exemption from liability provided for in Article 423, Paragraph 1 of the said law to the extent permitted by applicable laws or ordinances.
2. The Company may, pursuant to Article 427, Paragraph 1 of the Corporation Law, enter into a contract with Outside Corporate Auditors to limit their liability provided for in Article 423, Paragraph 1 of the said law. However, the limit of the liability based on such a contract shall be the amount set by laws or ordinances.

(Standing Corporate Auditors)	(Standing Audit & Supervisory Committee Members)
Article 36. The Board of Corporate Auditors shall	Article 33. The Audit & Supervisory Committee may
appoint Standing Corporate Auditor(s)	appoint Standing Audit & Supervisory
among the Corporate Auditors.	Committee Member(s)among the Audit &
	Supervisory Committee Members.

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	Current Articles of Incorporation	Proposed amendment
(Authority of Board of Corporate Auditors)	(Regulations of Audit & Supervisory Committee)
Article 37.	Article 34. In addition to the matters provided for by
1.	The Board of Corporate Auditors shall, within	laws or ordinances, or these Articles of
	the limit of not discouraging to execute	Incorporation, the Audit & Supervisory
	Corporate Auditors' power, make decision on	Committeeshall be governed by the
	the matters relating to performance of their	Regulations of the Audit & Supervisory
	duties, as well as the matters provided for by	Committeeestablished separately by the
	laws or ordinances, or these Articles of	Audit & Supervisory Committee.
	Incorporation.

2.The Board of Corporate Auditorsshall be governed by the Regulations of the Board of Corporate Auditorsestablished separately by the Board of Corporate Auditors.

(Convocation Notice of Board of Corporate Auditors)	(Convocation Notice of Audit & Supervisory
Article 38.		Committee)
1.	Convocation notice of meetings of the Board	Article 35.
	of Corporate Auditorsshall be sent to each	1.	Convocation notice of meetings of the Audit &
	Corporate Auditorfour (4) days prior to the		Supervisory Committeeshall be sent to each
	date of the meeting; provided, however, that		Audit & Supervisory Committee Member at
	such period may be shortened in case of		leastfour (4) days prior to the date of the
	emergency.			meeting; provided, however, that such period
2.	If the consent of all Corporate Auditorsis		may be shortened in case of emergency.
	obtained, a meeting of the Board of Corporate	2.	If the consent of all Audit & Supervisory
	Auditorsmay be held without the foregoing		Committee Membersis obtained, a meeting of
	convocation procedures.		the Audit & Supervisory Committeemay be
				held without the foregoing convocation
				procedures.
(Method of Adopting Resolutions of Board of Corporate	(Method of Adopting Resolutions of Audit &
Auditors)		Supervisory Committee)
Article 39. Unless otherwise provided by laws or	Article 36. Resolutions of the Audit & Supervisory
	ordinances, resolutions of the Board of		Committeeshall be adopted by a majority
	Corporate Auditorsshall be adopted by a		vote at a meeting where a majority of Audit
	majority vote of the Corporate Auditors.		& Supervisory Committee Members entitled
				to participate in resolutions are present.
(Minutes)		(Minutes)
Article 40. The substance of proceedings, the results of	Article 37. The substance of proceedings, the results of
	meetings of the Board of Corporate Auditors		meetings of the Audit & Supervisory
	and other items provided for in laws or		Committeeand other items provided for in
	ordinances shall be entered or recorded in		laws or ordinances shall be entered or
	the minutes, and Corporate Auditorspresent		recorded in the minutes, and Audit &
	shall place their signature and seals thereon		Supervisory Committee Memberspresent
	or put their electronic signatures thereon.		shall place their signature and seals thereon
	The minutes of the meeting shall be kept at		or put their electronic signatures thereon.
	the head office of the Company for ten (10)		The minutes of the meeting shall be kept at
	years.			the head office of the Company for ten (10)
				years.
Article 41. to 43.	(Omitted)	Article 38. to 40.	(Unchanged)
(Remuneration for Accounting Auditors)	(Remuneration for Accounting Auditors)
Article 44. Remunerations for Accounting Auditors	Article 41. Remunerations for Accounting Auditors
	shall be determined by the Representative		shall be determined by the Representative
	Directors with consent from the Board of		Directors with consent from the Audit &
	Corporate Auditors.		Supervisory Committee.

Article 45. to 48.

(Omitted)

Article 42. to 45.

(Unchanged)

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Current Articles of Incorporation	Proposed amendment
(Newly established)	Supplementary Provisions
	(Transitional Measures Concerning Exemption of
	Liability of Corporate Auditors)
	Article 1. The Company may, by resolution of the
	Board of Directors, exempt Corporate
	Auditors (including former Corporate
	Auditors) from their liability for damages
	prescribed in Article 423, paragraph 1 of the
	Companies Act concerning actions taken
	prior to conclusion of the 118th Annual
	Shareholder's Meeting to the extent
	permitted by laws and regulations.

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Third Item: Election of four (4) Directors who are not Audit & Supervisory Committee Members

The Company will transition to a company with an Audit & Supervisory Committee subject to the condition that the Second Item "Amendment to the Articles of Incorporation" is approved. As a result, all (eight) Directors will complete their terms of office at the conclusion of this Annual Shareholders' Meeting and we therefore request the election of four (4) Directors who are not Audit & Supervisory Committee Members.

This Item shall take effect subject to the condition that the amendment to the Articles of Incorporation in the Second Item "Amendment to the Articles of Incorporation" takes effect.

The candidates for Directors who are not Audit & Supervisory Committee Members are as follows:

					Number of
					attendance at
Candidate	Name	Gender	Attribute of	Current Positions and	the Board of
No.	Candidate	Responsibilities in the Company	Directors
					meetings
					(FY2023)
1	Masao Tsuru	Male	Reappointed	Representative Director	13/13
candidate	Chief Executive Officer	(100%)
			Reappointed	Director	13/13
2	Akira Watanabe	Male	Executive Operating Officer, Chief
candidate	(100%)
				Financial Officer
				Director
3	Junichi Orita	Male	Reappointed	Executive Operating Officer	13/13
candidate	General Manager, Corporate	(100%)
				Business Strategy Office
4	Yuki Sato	Male	New candidate	Senior Operating Officer, Chief	-
Technology Officer, Head of NOK
				R&D
Reappointed	candidate: Candidate	for reelection as	Director
New candidate: New candidate for election as Director

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