Notice of the 158th Ordinary General Meeting of Shareholders

These documents have been translated from a part of Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

(Securities Code 5302)

March 2, 2017

To the Shareholders with Voting Rights:

Dear Shareholders:

Notice is hereby given that the 158th Ordinary General Meeting of Shareholders of the Company will be held as described below. You are cordially invited to attend the meeting.

If you are unable to attend the meeting, you may exercise your voting rights in writing. In order to exercise your voting rights in writing, please review the Reference Documents for the General Meeting of Shareholders, indicate your approval or disapproval for the proposals on the enclosed Exercise of Voting Rights Form, and then return it to the Company by 5:30 p.m. on Tuesday, March 28, 2017.

Yours very truly,

Takafumi Miyashita

President and Representative Director

Nippon Carbon Co., Ltd.

14-1, Kyobashi 2-chome, Chuo-ku, Tokyo

1. Date and time:
2. Place:
3. Agenda of the meeting:

   March 29, 2017 (Wednesday) at 10:00 a.m.

   8F Conference Room 801 at Tekko Kaikan 3-2-10, Nihonbashikayaba- cho, Chuo-ku, Tokyo

   Matters to be reported: Reports for the Business Report, the Consolidated Financial Statements, and the Non-consolidated Financial Statements for the 158th financial year (from January 1, 2016 to December 31, 2016) , and Audit Reports of the Accounting Auditor and the Board of Corporate Auditors for the Consolidated Financial Statements Proposals to be resolved: Proposal No.1: Appropriation of surplus Proposal No.2: Share Consolidation Proposal No.3: Election of eight (8) Directors Proposal No.4: Election of one (1) Substitute Proposal No.5: Introduction of a Performance-linked Stock-based Remuneration System for Directors Proposal No.6: Renewal of countermeasures to large-scale acquisitions of shares
4. Guide for the exercising of voting rights, etc.

5. If you do not indicate your vote of approval or disapproval for each proposal on the Exercise of Voting Rights Form, we will consider you to have approved any proposal on which you did not vote.

6. You may exercise your voting rights by appointing another shareholder with voting rights as your proxy. In this case, you may need a written submission (your letter of proxy and the like) to attest to the proxy rights.

7. Please refer to the Company's website (http://www.carbon.co.jp/) for any changes in the Reference Documents for the General Meeting of Shareholders and the Attached Documents.

8. If you attend the meeting on the day, you are kindly requested to hand over the enclosed Exercise of Voting Rights Form to us at the site reception.