Nippon Sheet Glass : Notice of Convening the 158th Ordinary General Meeting of Shareholders [PDF 1.

Note: This document is a translation for the convenience of non-Japanese speakers. In the event of any discrepancy between this translation and the original Japanese document, the latter shall prevail.

Notice of Convening

The 158th

Ordinary General Meeting

of Shareholders

• We will be streaming live via the Internet so that you can watch the General Meeting of Shareholders from the comfort of your home or other locations.
• Questions may also be submitted in advance via the Internet.
  For details, please refer to pages 5 to 6 of this Notice of the Ordinary General Meeting of Shareholders.

Nippon Sheet Glass Company, Limited

Securities Code: 5202

Date and Time:

10:00 A.M., Wednesday, 26 June 2024 (Reception to open from 9:00 A.M.)

Venue:

Hall D7, Tokyo International Forum

3-5-1 Marunouchi, Chiyoda-ku, Tokyo

Matters to be Resolved:

Proposal : Election of Six Directors

Deadline to exercise the voting rights in writing or via the Internet:

5:45 P.M. (Japan time) Tuesday, 25 June 2024

Dear Shareholders,

On behalf of the NSG Group, I would like to express my sincere gratitude for your continued support. Here is the Notice of the Company's 158th Ordinary General Meeting of Shareholders to be held on Wednesday, June 26, 2024. Please see the attachments for details.

In accordance with "Our Vision", the Group's management principles, we aim to contribute to the sustainable development of society by swiftly and appropriately providing value and services with focus on "glass and related technologies, which are our strengths, to meet the diverse needs of our customers and society. Under the "Revival Plan 24 (RP24)", which is the medium-term plan covering the period from FY2022 to FY2024, various reform measures were implemented and we were able to achieve certain results in building a foundation for sustainable growth.

In FY2024, although the Group's business was significantly affected by rising raw materials and labor costs along with global inflation, and especially in the second half of the year, by the economic slowdown in Europe and the rising interest rates in Europe and the United States, we continued to strive to reduce costs, expand VA product ranges, and increase selling prices, resulting in a significant improvement from the previous year when impairment losses on goodwill and intangible assets were recognized as exceptional items. That said, as to financial KPIs set forth in RP24, while the Group attained the equity ratio and free cash flow targets, it failed to achieve ROS and net profit.

In this business environment, it is truly regretful but the Group decided not to declare dividends on common shares for the fiscal year to 31st March 2024, taking into consideration its financial situations comprehensively. I am deeply sorry and sincerely apologize to our shareholders. The Group recognizes the importance of dividends to its shareholders and will concentrate its efforts to improve profitability and shore up its financial base with a view to the resumption of dividend payment as early as possible.

The Group announced the new medium-term plan "2030 Vision: Shift the Phase" in May this year. Guided by the goal "to shift our company's phase and become vital in advancing a sustainable society", we seek to drastically reduce debt and increase our equity capital by enhancing profitability and cash generating capabilities through the strategy focused on the 4D's (Business Development、Decarbonization、Digital Transformation、Diverse Talent).

I would like to ask your continued understanding and support.

Munehiro Hosonuma Representative Executive Officer President and CEO Nippon Sheet Glass Co., Ltd.

Contents

• Notice of Convening the 158th Ordinary General Meeting of Shareholders ········ 1
• Reference Materials to Proposals ········ 7
  Proposal : Election of Six Directors
• Business Report ···························· 18
• Consolidated Financial Statements ····· 55
• Financial Statements ······················ 59

Securities Code: 5202 4 June 2024 (Start date of electronic provisioning measures 28 May 2024)

Munehiro Hosonuma

Director, Representative Executive Officer, Poresident and CEO

Nippon Sheet Glass Co., Ltd.

5-27, Mita 3-Chome,Minato-ku, Tokyo

Notice of Convening the 158th Ordinary General Meeting of Shareholders

Dear Shareholders,

Thank you for your continuing support and patronage of NSG Group.

As described below, this is to notify you of the forthcoming 158th Ordinary General Meeting of Shareholders of the Company.

You remain capable of exercising your voting rights either in writing or by electronic or magnetic means (via the Internet) , so even in the case of your absence from the meeting, we would much appreciate it if you could take your time to review and consider the "Reference Materials to Proposals at the General Meeting of Shareholders" below, and then exercise your voting rights by no later than 5:45 P.M., Tuesday, 25 June 2024 (Japan time).

	Note:
1. Date and Time	10:00 A.M., Wednesday, 26 June 2024 (Reception to open from 9:00 A.M.)
2. Venue	Hall D7, Tokyo International Forum
	(Please note that the venue is different from last year)
	3-5-1 Marunouchi, Chiyoda-ku, Tokyo
	(Please come to the reception desk on the 6th floor.)
3. Agenda	Matters to be Noted
	1. Business Report, Reports of the Consolidated Financial Statements, and Audit
	Reports of the Accounting Auditor and the Audit Committee on the
	Consolidated Financial Statements, for the 158th fiscal period from 1 April
	2023 to 31 March 2024
	2. Reports of the Financial Statements for the 158th fiscal period from 1 April
	2023 to 31 March 2024
	Matters to be Resolved
	Proposal : Election of Six Directors
	End

1

Information related to electronic provisioning measures

In convening the 158th Ordinary General Meeting of Shareholders, the Company has taken measures for providing the information that constitutes the content of reference materials for the General Meeting of Shareholders, etc., in electronic format as "Notice of the 158th Ordinary General Meeting of Shareholders" and "Other Matters Subject to Measures for Electronic Provision for the 158th

Ordinary General Meeting of Shareholders (Matters Omitted from Delivered Paper-Based Documents)". To review the information, please access either of the websites below.

NSG website

Website for the the 158th Ordinary General Meeting of Shareholders

https://www.nsg.com/en/investors/ir- library/shareholders-meeting

Please access the TSE website, and search by "Nippon Sheet Glass" or "Ticker code (5202)", select "Basic information" and then "Document for public inspection/PR information" to review filed information.

Tokyo Stock Exchange (TSE) website

Listed Company Search

https://www2.jpx.co.jp/tseHpFront/JJK020010A

ction.do?Show=Show

Other Matters related to this Convening

• Among the matters subject to electronic provision measures, the following matters are only posted on the Company's website and TSE website above-mentioned based on the laws and Article 14 of the Articles of Incorporation and not included in the document sent by mail to shareholders who requested paper delivery.
• 1. Business Report: "Matters Related to the Stock Acquisition Rights, etc." and "Systems to Secure appropriateness of businesses"
  2. Consolidated Financial Statements: "Consolidated Statement of Changes in Equity" and "Notes to the Consolidated Financial Statements"
  3. Financial Statements: "Statement of Changes in Net Assets" and "Notes to the Financial Statements"

  Consolidated Financial Statements and Financial Statements audited by the Audit Committee and the Accounting Auditor consist of the documents listed in "Notice of Convening the 158th Ordinary General

  Meeting of Shareholders" postssed on the Company's website as well as those listed in (2) and (3). Business Report audited by the Audit Committee consists of documents listed in "Notice of Convening the 158th Ordinary General Meeting of Shareholders" posted on the Company's website as well as those listed in (1).

• If any revision of information that constitutes the content of reference materals provided electronically for the General Meeting of Shareholders, matters before and after amendment will be posted on the the websites of the Company as well as TSE mentioned above.
• Voting results of the meeting will be filed and shown via EDINET (https://disclosure2.edinet-fsa.go.jp/) in the form of an Extraordinary Report (in Japanese only), and also disclosed on website at https://www.nsg.com/(in English) and at https://www.nsg.co.jp/(in Japanese). You are kindly asked to acknowledge and confirm that these actions are intended to operate as substitute for the issue and posting of a resolution notice.

The shareholders meeting is live-streamed on the Internet (for details on how to watch the meeting, please refer to " Information on Live Streaming of the General Meeting of Shareholders via the Internet and Acceptance of Questions in Advance " on page 5 to 6).

2

Exercising Voting Rights

• Voting by attending the meeting
  Date and time of the meeting: 10:00 A.M., Wednesday, 26 June 2024 (Japan time) Please present the enclosed voting rights exercising card at the reception desk.
• Exercise of voting rights via the Internet
  Exercise deadline: 5:45 P.M., Tuesday, 25 June 2024 (Japan time)
  Please carefully read information on the next page and exercise your voting rights by no later than the above deadline.
• Exercise of voting rights via mail
  Exercise deadline: Arrival by 5:45 P.M., Tuesday, 25 June 2024 (Japan time)
  Please indicate your approval or disapproval of the proposals in the enclosed voting rights exercising card and return it so that it will be received by no later than the above deadline.

Electronic Voting Platform for Institutional Shareholders

The Electronic Voting Platform operated by ICJ, Inc. is also available for institutional shareholders.

Voting Rights

• When a shareholder exercises his or her voting rights both in writing and via the Internet, the voting rights exercised via the Internet shall take precedence over the one in writing. When a shareholder exercises his or her voting rights multiple times via the Internet, the last valid exercise of voting rights via the Internet shall be considered as the shareholder's final vote.
• If you do not indicate your approval or disapproval of any of the proposals on the returned voting form, we will treat it as if you indicated your approval.

Password and voting rights code when exercising voting rights via the Internet

• The password is very important information to enable us to identify those who would exercise the voting rights as our shareholders themselves truly, so please treat it very carefully.
• If you mistakenly enter a wrong password more than a certain number of times, this password will become invalid. If you wish the reissue of another password, please follow the instruction shown on the screen.
• The voting rights code written on voting rights exercising card shall be valid only for this General Meeting of Shareholders.

Inquiries regarding your shareholding and its related matters

• Contact the following for any queries regarding your shareholding and its related matters:
• 1. If you have a shareholder account in a securities company

Please contact the securities company administrating your shareholder account 2) If you do NOT have a shareholder account in a securities company

Please contact the Administration Center of Transfer Agency of Sumitomo Mitsui Trust Bank Telephone number: 0120-782-031 (Weekdays from 9:00 to 17:00 Japan time, toll free in Japan)

3

Information concerning Exercising Voting Rights via the Internet

• Exercise of voting rights by "Smart Voting" (available only in Japanese)
• 
  Please scan the "Smartphone use voting right exercise website login QR cord" on the lower right of the enclosed voting rights exercising card with a smartphone or tablet. The URL that then appears will bring you to the voting right exercise website screen by clicking on it. Please follow the screen instructions to exercise your voting rights.
• Exercise of voting rights by the voting rights code and password (available only in Japanese)
• • 
    Please access the website for exercising voting rights, https://www.web54.net,with a personal computer or other Internet-capable device of yours. Log in by entering the "voting rights code" described in the enclosed voting rights exercising card and enter "password" on the card. Please follow the screen instructions to exercise your voting rights.
  • If you wish to change your vote after exercising your voting rights, you will need to scan the QR Code® again and enter your "voting rights code" and "password" on your enclosed voting rights exercising card. (You can also exercise your voting rights by directly accessing the voting website https://www.web54.net.)
  • Connection fees and communication charges for using the website for exercising voting rights shall be borne by the shareholder.
  • You may not be able to use the website for exercising voting rights depending on your Internet environment, the service you have subscribed to, or the device you are using.
• Contact the following for any inquiries regarding the exercise of voting rights via the Internet. Web support desk of Stock Transfer Agency Department, Sumitomo Mitsui Trust Bank, Limited Telephone number: 0120-652-031 (from 9:00 to 21:00 Japan time, toll free in Japan)

4

Information on Live Streaming of the General Meeting of Shareholders via the Internet

and Acceptance of Questions in Advance

• On the day of the meeting, Live Streaming of the General Meeting of Shareholders will be available for shareholders to view at home or other locations.
• In addition, prior to the meeting, the Company will accept questions from shareholders regarding the matters on the meeting agenda via the designated website.

How to access the designated website

1. Access the website using the URL below.
2. • URL: https://web.sharely.app/mb
3. Enter the following login items.
4. • "Shareholder number": "Shareholder number" (9-digit number) as shown on the "Voting Rights Exercise Form" *If the number starts and/or ends with zero, please make sure to enter zero as well.
   • "Postal code": Postal code of the address registered in the shareholder registry (7 digits) *Please enter the postal code registered as of March 31, 2024.

Live Streaming of the General Meeting of Shareholders

1. Date and time of Live Streaming

10:00 a.m., Wednesday, 26 June 2024

Please access the designated website at the time shown above.

Requests and Notes

• Watching or listening the live-streaming of the meeting does not constitute attendance at a general meeting of shareholders as defined by the Companies Act of Japan. Please exercise your voting rights in advance via the Internet or in writing.
• On the day of the meeting, in consideration of the privacy protection of the attending shareholders, we will try to broadcast mainly the footage of the chairperson and directors on the stage.
• The provision of "shareholder number" and "postal code" to any third party is strictly prohibited.
• Please refrain from recording the meeting including videotaping for the purpose of disclosing voice or video data.
• Depending on your computer environment (model, performance, etc.) and Internet connection environment (line status, connection speed, etc.), you may experience problems with video footage or audio, or may not be able to view the video at all.
• Telecommunication charges for viewing the video streaming shall be borne by the shareholder.

Sharely Co., Ltd.

Phone: [phone]

(from 9:00 a.m. on Wednesday, 26 June 2024 until the end of the General Meeting of Shareholders)

5

Acceptance of Questions in Advance

1. Question Submission Period
   Wednesday, 5 June 2024 - Tuesday, 18 June 2024
   Please access the designated website during the above period , click on "Select Adenda Item" to choose the relevant item, and enter your question.
2. Requests and Notes
3. • Please keep your questions as brief and to the point as possible (within 200 characters).
   • We plan to respond to questions that we believe will be of interest to our shareholders at the General Meeting of Shareholders. However, please note that we do not commit to answering all questions or responding to each question individually.

6

Reference Materials to Proposals at General Meeting of Shareholders Proposal and the References thereto

Proposal : Election of Six Directors

The term of office of all the six Directors shall expire as of the end of this Ordinary General Meeting of Shareholders. Hence the shareholders are hereby asked to approve of election of six Directors based on and pursuant to the decision of Nomination Committee of the Company. Those director candidates are as follows. For further information on each director candidate please refer to the pages from 10 to 15 of this Convening Notice:

No

Current Responsibilities

Record of

.

Name

Position

			at the Company				attendance at
										Board meeting
	Board		NC		AC		CC

Hiroshi Ishino

1

External

Chairpers

Chairpers

100% (10/10)

Member

Member

on

on

To be re-elected

Independent

2

Munehiro Hosonuma

Representative

Executive Officer,

Member

Member

100% (10/10)

To be re-elected

President and CEO

Jörg Raupach Sumiya

3

External

Chairpers

100% (10/10)

Member

Member

on

To be re-elected

Independent

Kunihito Minakawa

4

External

Chairpers

100% (10/10)

Member

Member

on

To be re-elected

Independent

Shinji Asatsuma

5

External

100% (10/10)

Member

Member

Member

To be re-elected

Independent

Eriko Sakurai

6

External

88% (7/8)

To be re-elected

Independent

Notes:

1. Messrs. Hiroshi Ishino, Jörg Raupach Sumiya, Kunihito Minakawa, Shinji Asatsuma and Eriko Sakurai are all candidates for the External Directors stipulated in Article 2-3.7 of Regulation for Enforcement of the Companies Act. In addition, all of them have been notified to Tokyo Stock Exchange (hereinafter called "TSE") as Independent Directors. The Company has on its own created and applied more stringent criteria with respect to such independency of directors considering their relationships with the Group itself, Group's directors and/or Group's major shareholders, which above five candidates for External Directors also meet. For the detail of the criteria, please see page 16.
2. The Company has entered into an agreement on limitation of liabilities with all the candidates of the External Directors whose tenure is expiring (Messrs. Hiroshi Ishino, Jörg Raupach Sumiya, Kunihito Minakawa, Shinji Asatsuma and Eriko Sakurai) respectively to the effect that the level of the liability of each of the External Directors in having performed their duties in good faith and without

gross negligence on their part should be capped by the amount allowed by law.

3.The Company contracts the Directors and Officers liability insurance based on the Article 430-3, Paragraph 1 of the Companies Act of Japan with insurance companies, and the policy will compensate any reasonable and necessary legal or other defense costs incurred in defending an action brought against them during the policy period. It also pays any ensuing damages, judgements and settlements that are awarded to the plaintiff or third party against the director or officer. Messrs. Hiroshi Ishino, Munehiro Hosonuma, Jörg Raupach Sumiya, Kunihito Minakawa, Shinji Asatsuma and Eriko Sakurai as director candidates respectively are included to insured persons, if elected as a director. The premium of the insurance for all insured persons is paid by the Company. The Company plans to renew the contract with the same terms and conditions at the time of the next renewal.

4. Ms. Eriko Sakurai has served as an External Director of Sumitomo Mitsui Financial Group ("SMFG") but in October 2022 SMFG and its subsidiary SMBC Nikko Securities Inc. ("SMBC Nikko") became the subject of an administrative order under the Financial Instruments and Exchange Act ("FIE Act") by Financial Services Agency of Japan ("FSA") due to acts of certain former officers and employees of SMBC Nikko alleged to have run afoul of Article 159, Paragraph 3 of the FIE Act (i.e. illegal stabilizing transactions). In this connection SMBC Nikko itself was also convicted by the Tokyo District Court in February 2023 and the judgment became final. Further in October 2022, SMBC Nikko was also the subject of another administrative order from the FSA pursuant to FIE Act

7

regarding exchange of material non-public information among officers and employees of SMBC Nikko and a subsidiary of SMFG, Sumitomo Mitsui Banking Corporation ("SMBC"). For this incident SMFG and SMBC were also ordered by the FSA to report to it in accordance with the FIE Act and the Banking Act of Japan. Ms. Eriko Sakurai was not aware of any of those situations or incidents and [in fact] she constantly had stressed on, and made propositions to embed in the organization, the importance of compliance with laws and regulations, ensuring fair and appropriate execution of business and risk management on occasions such as meetings of the board of directors and various committees of SMFG. On and after these incidents were found, she has been using the occasions such as deliberations at the board of directors and various committees of SMFG and promoting such actions with a view towards preparation and implementation of effective countermeasure for prevention of any such recurrence, further strengthening of statutory compliance and internal controls of the Group, as well as for fostering of a wholesome corporate culture.

8