Nippon Piston Ring : Notice of Convocation of the 127th Annual General Meeting of Shareholder

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

(Stock Exchange Code 6461)

June 7, 2021

To Shareholders with Voting Rights:

Teruo Takahashi

President

NIPPON PISTON RING CO., LTD.

Head Office: 5-12-10,

Honmachi-Higashi,Chuo-ku,

Saitama City, Saitama

NOTICE OF CONVOCATION OF

THE 127th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

You are cordially invited to attend the 127th Annual General Meeting of Shareholders of NIPPON PISTON RING CO., LTD. (the "Company"). The meeting will be held for the purposes as described below.

If you are unable to attend the meeting, you can exercise your voting rights by mail or via the Internet. Please review the attached Reference Documents for the General Meeting of Shareholders, indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on Wednesday, June 23, 2021, Japan time.

1. Date and Time: Tuesday, June 24, 2021 at 10:00 a.m. Japan time

2. Place:	2F Hall, NPR Yono Building (the Company's Head Office Building) located at
	5-12-10,Honmachi-Higashi,Chuo-ku, Saitama City, Saitama, Japan

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

125th Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 125th Fiscal Year (April 1, 2020 - March 31, 2021)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation

Proposal 3: Election of 6 Directors (excluding Directors who are Audit & Supervisory Committee Members)

Proposal 4: Election of 3 Directors Who are Audit & Supervisory Committee Members

Proposal 5: Election of 1 Substitute Director Who is an Audit & Supervisory Committee Member

Proposal 6: Determination of the Amount of Remuneration for Directors (excluding Directors who are Audit & Supervisory Committee Members)

Proposal 7: Determination of the Amount of Remuneration for Directors Who Are Audit & Supervisory Committee Members

Proposal 8: Determination of Remuneration for Granting Restricted Stock to Directors (excluding Directors who are Audit & Supervisory Committee Members, and Outside Directors)

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When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. In order to save resources, please bring this Notice with you to the meeting.

The Systems for Ensuring the Properness of Business Activities, Basic Policy on the Control over the Company, Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements are posted on the Company's website (https://www.npr.co.jp/) in accordance with provisions of laws and regulations as well as Article 15 of the Company's Articles of Incorporation and therefore are not provided in the Notice. However, the Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements, as well as the Appendix to the Reported Matters, are subject to audit by the Accounting Auditor and the Audit & Supervisory Board.

Should the Reference Documents for the General Meeting of Shareholders, the Business Report, the Non-consolidated Financial Statements and Consolidated Financial Statements require revisions, the revised versions will be posted on the Company's website (https://www.npr.co.jp/).

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Reference Documents for the General Meeting of Shareholders

Proposal 1: Appropriation of Surplus

It is proposed that the surplus be appropriated as indicated below.

1. Matters Concerning Year-End Dividend
   It is proposed that the year-end dividend for the 125th fiscal year be as follows, taking into consideration matters such as business results for the fiscal year under review and future business development.
2. 1. Type of dividend Cash
   2. Matters concerning allotment of property to be distributed and total amount 20 yen per share of the Company's common stock
      The total amount of dividend will be ¥159,680,620 in this case.
   3. Effective date of dividend of surplus June 25, 2021
3. Matters Concerning Other Appropriation of Surplus Not applicable.

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reason for the proposal

The Company has been engaged in the initiative for enhancing corporate governance with a view to materializing sustainable growth and enhancing its corporate value over the medium to long-term.

Amid radically changing business environment surrounding the Company at present, the Company, with a view to further accelerating decision-making in management, activating discussions at the Board of Directors on corporate strategies and other issues, and strengthening the supervisory function, intend to transition into a company with an audit & supervisory committee, a framework whereby the Board of Directors can entrust to executive Directors considerable portion of its authority to make decisions on important business execution. In line with this change in structure, the Articles of Incorporation of the Company shall be in need of amendments including changes to provisions regarding Directors and the Board of Directors, deletion of the provisions regarding the Audit & Supervisory Board Members and the Audit & Supervisory Board, and the establishment of provisions regarding the Audit & Supervisory Committee.

2. Details of amendments to the Articles of Incorporation The details of the amendments are as follows.

These amendments to the Articles of Incorporation shall take effect as at the conclusion of this the General Meeting of Shareholders (Underlining indicates changes).

	(Amended sections are underlined)
Current Articles of Incorporation	Proposed Amendments
Article 1 - 3 (Provisions omitted)	Article 1 - 3 (Unchanged)
(Governing bodies)	(Governing bodies)
Article 4	Article 4
The Company shall establish the following governing	The Company shall establish the following governing
bodies in addition to the General Meeting of	bodies in addition to the General Meeting of
Shareholders and Directors.	Shareholders and Directors.
(1) Board of Directors	(1) Board of Directors
(2) Audit & Supervisory Board Members	(2) Audit & Supervisory Committee
(3) Audit & Supervisory Board	(Deleted)
(4)Accounting Auditor	(3)Accounting Auditor
Article 5 - 18 (Provisions omitted)	Article 5 - 18 (Unchanged)
Chapter IV Directors and the Board of Directors	Chapter IV Directors,Board of Directors and Audit &
	Supervisory Committee
(Number of Directors)	(Number of Directors)
Article 19	Article 19
The number of Directors of the Company shall not	The number of Directors (excluding Directors who are
exceed nine (9).	Audit & Supervisory Committee Members)of the
	Company shall not exceed nine (9), and the number of
	Directors who are Audit & Supervisory Committee
	Members shall not exceed five (5).
(Method of Election)	(Method of Election)
Article 20	Article 20
Directors shall be elected at a General Meeting of	Directors shall be elected at a General Meeting of
Shareholders.	Shareholders by distinguishing Directors who are Audit
	& Supervisory Committee Members and other
	Directors.
2. (Provisions omitted)	2. (Unchanged)
3. (Provisions omitted)	3. (Unchanged)

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Current Articles of Incorporation	Proposed Amendments
(Term of Office)	(Term of Office)
Article 21	Article 21
The terms of office of Directors shall expire at the	The terms of office of Directors (excluding Directors
conclusion of the Annual General Meeting of	who are Audit & Supervisory Committee Members)
Shareholders held with respect to the latest business	shall expire at the conclusion of the Annual General
year that ends within one year after their appointment.	Meeting of Shareholders held with respect to the latest
	business year that ends within one year after their
	appointment.
(Newly established)	2. The term of office of Directors who are an Audit &
	Supervisory Committee Members shall expire at the
	conclusion of the Annual General Meeting of
	Shareholders held with respect to the latest business
	year that ends within two years after their appointment.
(Newly established)	3. The term of office of a Director who is an Audit &
	Supervisory Committee Member elected as a substitute
	for a Director who is an Audit & Supervisory
	Committee Member who retired prior to the expiry of
	his or her term of office shall be until the expiry of the
	remaining term of his or her predecessor who has
(Newly established)	retired.
4. The effective period of the resolution for electing a
	substitute Director who is an Audit & Supervisory
	Committee Member shall, unless expressly shortened by
	the same resolution, expire at the beginning of the
	Annual General Meeting of Shareholders held with
	respect to the latest business year that ends within two
	years after such resolution.
(Representative Directors and Directors with Corporate	(Representative Directors and Directors with Corporate
Titles)	Titles)
Article 22	Article 22
The Board of Directors shall elect Representative	The Board of Directors shall, by its resolution, elect
Directors by its resolution.	Representative Directors from among Directors
	(excluding Directors who are Audit & Supervisory
	Committee Members).
2. The Board of Directors may, by its resolution, elect	2. The Board of Directors may, by its resolution, elect
one eachof Chairman of the Board of Directors,	one eachof Chairman of the Board of Directors,
Director and President, and one or moreDirector and	Director and President, and Director and Vice President
Vice President, Senior Managing Director, and	from among Directors (excluding Directors who are
Managing Director.	Audit & Supervisory Committee Members).
(Convener and Chairperson of the Board of Directors)	(Convener and Chairperson of the Board of Directors)
Article 23 (Provisions omitted)	Article 23 (Unchanged)
(Notice of Convocation of the Board of Directors)	(Notice of Convocation of the Board of Directors)
Article 24	Article 24
Notice of a meeting of the Board of Directors shall be	Notice of a meeting of the Board of Directors shall be
sent to each Director and each Audit & Supervisory	sent to each Director at least two days prior to the
Board Memberat least two days prior to the scheduled	scheduled date of the meeting, provided, however, that
date of the meeting, provided, however, that such period	such period may be shortened in case of emergency.
may be shortened in case of emergency.
2. A meeting of the Board of Directors may be held	2. A meeting of the Board of Directors may be held

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