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Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.         )

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Northern Technologies International Corporation
(Name of Registrant as Specified In Its Charter)

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NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

January 28, 2005

The Annual Meeting of the Stockholders of Northern Technologies International Corporation, a Delaware corporation, will be held at Northern Technologies International Corporation Headquarters, 6680 North Highway 49, Lino Lakes, Minnesota 55014, beginning at 8:30 a.m., local time, on Friday, January 28, 2005, for the following purposes:

1.
  To elect eleven persons to serve as our directors until the next annual meeting of the stockholders or until their respective successors shall be elected and qualified.

2.
  To transact such other business as may properly come before the meeting or any adjournment of the meeting.

Only stockholders of record at the close of business on December 3, 2004 will be entitled to notice of, and to vote at, the meeting and any adjournments thereof. A stockholder list will be available at our corporate offices beginning January 17, 2004 during normal business hours for examination by any stockholder registered on Northern Technologies’ stock ledger as of the record date, December 3, 2004, for any purpose germane to the annual meeting.

It is important that your shares be represented and voted at the meeting. Please mark, sign, date and mail the enclosed proxy card in the postage-paid envelope provided.

By Order of the Board of Directors,

Matthew Wolsfeld
Corporate Secretary

December 12, 2004
Lino Lakes, Minnesota

  Important: The prompt return of your proxy card will save the company the expense of further requests for proxies to ensure a
  quorum at the meeting. A self-addressed envelope is enclosed for your convenience. No postage is required if mailed within the
  United States.


NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
6680 N. Highway 49, Lino Lakes, Minnesota 55014



PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
 
January 28, 2005


INFORMATION CONCERNING THE ANNUAL MEETING

Date, Time, Place and Purposes

The Annual Meeting of the Stockholders of Northern Technologies International Corporation (sometimes referred to as “NTIC” in this proxy statement) will be held on Friday, January 28, 2005, at 8:30 a.m., local time, at the principal executive offices of Northern Technologies International Corporation, 6680 North Highway 49, Lino Lakes, Minnesota 55014, for the purposes set forth in the Notice of Meeting.

Stockholders Entitled to Vote

Stockholders of record at the close of business on December 3, 2004 will be entitled to vote at the meeting. As of that date, there were 3,581,982 shares of our common stock outstanding. Each share of our common stock is entitled to one vote on each matter to be voted on at the Annual Meeting. Stockholders are not entitled to cumulate voting rights.

Proxies

This proxy statement is being mailed to our stockholders beginning on or about December 12, 2004, in connection with the solicitation of proxies by the Board of Directors for use at the Annual Meeting of Stockholders.

Your vote is important. A proxy card is enclosed for your use. You are solicited on behalf of the Board of Directors to mark, sign, date and return the proxy card in the accompanying envelope. No postage is required if mailed within the United States.

Proxies will be voted as specified by you. Signed proxies that lack any specification will be voted in favor of the election of all of the nominees for director listed in this proxy statement.

The Board recommends that you vote FOR the approval of all of the nominees for director listed in this proxy statement.

Revocation of Proxies

Any stockholder giving a proxy may revoke it at any time prior to its use at the Annual Meeting by:

•  
  giving written notice of your revocation to our Corporate Secretary,

•  
  filing a duly executed proxy bearing a later date with our Corporate Secretary, or

•  
  appearing at the Annual Meeting and filing written notice of revocation with our Corporate Secretary prior to use of the proxy.

Quorum Requirement

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock (1,790,992 shares) as of the record date will constitute a quorum for the transaction of business at the Annual Meeting. In general, shares of our common stock represented by a properly signed and

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returned proxy card will be counted as shares present and entitled to vote at the Annual Meeting for purposes of determining a quorum, without regard to whether the card reflects abstentions (or is left blank) or reflects a “broker non-vote” on a matter. A “broker non-vote” is a card returned by a broker on behalf of its beneficial owner customer that is not voted on a particular matter because voting instructions have not been received by the broker from the customer, and the broker has no discretionary authority to vote on behalf of such customer on such matter.

Vote Required

Assuming a quorum is represented at the Annual Meeting, either in person or by proxy, the election of the nine nominees for director requires the affirmative vote of a plurality of the shares of common stock present in person or by proxy and entitled to vote.

Shares represented by a proxy card including any broker non-votes on a matter will be treated as shares not entitled to vote on that matter, and thus will not be counted in determining whether that matter has been approved. Shares represented by a proxy card voted as abstaining on any of the proposals will be treated as shares present and entitled to vote that were not cast in favor of a particular matter, and thus will be counted as votes against that matter.

Signed proxies that lack any specification will be voted in favor of the election of all of the nine nominees for directors listed in this proxy statement.

Proxy Solicitation Costs

The cost of soliciting proxies, including the preparation, assembly and mailing of proxies and soliciting material, as well as the cost of forwarding this material to the beneficial owners of our common stock will be borne by NTIC. Our directors, officers and regular employees may, without compensation other than their regular compensation, solicit proxies by telephone, facsimile, telegraph or personal conversation. We may reimburse brokerage firms and others for expenses in forwarding proxy materials to the beneficial owners of our common stock.

Procedures at the Annual Meeting

The presiding officer at the Annual Meeting will determine how business at the meeting will be conducted. Only matters brought before the Annual Meeting in accordance with our bylaws will be considered.

Only a natural person present at the Annual Meeting who is either a NTIC stockholder, or is acting on behalf of a stockholder, may make a motion or second a motion. A person acting on behalf of a stockholder must present a written statement executed by the stockholder or the duly authorized representative of the stockholder on whose behalf the person purports to act.

Householding of Annual Meeting Materials

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this proxy statement or NTIC’s Annual Report to Stockholders may have been sent to multiple stockholders in each household. NTIC will promptly deliver a separate copy of either document to any stockholder upon written or oral request to NTIC’s Stockholder Information Department, Northern Technologies International Corporation, 6680 North Highway 49, Lino Lakes, Minnesota 55014, telephone: (651) 784-1250. Any stockholder who wants to receive separate copies of this proxy statement or NTIC’s Annual Report to Stockholders in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact the stockholder’s bank, broker, or other nominee record holder, or the stockholder may contact NTIC at the above address and phone number.

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SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth information known to us with respect to the beneficial ownership of our common stock as of November 2, 2004 for (1) each person known by us to beneficially own more than 5% of our common stock, (2) each of our directors, (3) each of the executive officers named in the Summary Compensation Table on page 12 under the heading “Executive Compensation and Other Benefits” and (4) all of our directors and executive officers as a group.

Shares are deemed to be “beneficially owned” by a person if such person, directly or indirectly, has sole or shared power to vote or to direct the voting of such shares or sole or shared power to dispose or direct the disposition of such shares. Except as otherwise indicated, we believe that each of the beneficial owners of our common stock listed below, based on information provided by these owners, has sole dispositive and voting power with respect to its shares, subject to community property laws where applicable. Shares not outstanding but deemed beneficially owned by virtue of the right of a person or member of a group to acquire them within 60 days are treated as outstanding only when determining the amount and percent owned by such person or group.

Name
         Shares Subject to Options
Immediately Exercisable or
Exercisable Within 60 Days
     Total Number of Shares
of Common Stock
Beneficially Owned
     Percent of
Total Voting
Power
Inter Alia Holding Company (1)
                    0               911,668              25.5 %  
Kern Capital Management, LLC (2)
                    0               516,800              14.4 %  
Philip M. Lynch
                    3,334              917,002 (3)           25.6 %  
G. Patrick Lynch
                    3,000              916,368 (3)           25.6 %  
Pierre Chenu
                    0               0               0.0 %  
Dr. Donald A. Kubik
                    2,667              110,508              3.1 %  
Dr. Sunggyu Lee
                    0               0               0.0 %  
Tao Meng
                    0               0               0.0 %  
Mark Stone
                    2,334              12,334 (4)           *    
Stephan Taylor
                    2,334              2,334              *    
Ms. Tatiana Yakubovskaya
                    0               0               0.0 %  
Dr. Ramani Narayan
                    0               0               0.0 %  
Mark Mayers
                    0               0               0.0 %  
Matthew C. Wolsfeld
                    6,666              8,190              *    
Dr. Mehmet A. Gencer
                    1,334              7,334              *    
Directors and executive officers as a group (13 persons) (5)
                    19,002              1,062,402              30.7 %  
 


*  
  less than 1%.

(1)
  Inter Alia Holding Company is a financial and management consulting firm, of which Mr. Philip M. Lynch, our Chairman of the Board of Directors and Chief Executive Officer; Mr. G. Patrick Lynch, our President of North American Operations; are stockholders. Messrs. Philip M. Lynch and G. Patrick Lynch share voting and dispositive power over such shares. Inter Alia Holding Company’s address is 16210 Parkland Drive Shaker Heights, Ohio 44120.

(2)
  On February 13, 2004, Kern Capital Management, LLC reported in an amended Schedule 13G filed with the Securities and Exchange Commission that as of December 31, 2003, Kern Capital Management, LLC beneficially owned 516,800 shares of our common stock. Robert E. Kern Jr. and David G. Kern are principals and controlling members of Kern Capital Management, LLC. Robert E. Kern Jr. and David G. Kern’s principal business address is 114 West 47th Street, Suite 1926, New York, NY 10036.

(3)
  Includes 911,688 shares held by Inter Alia Holding Company. See footnote (1) above.

(4)
  Includes 10,000 shares held jointly with Mr. Stone’s wife.

(5)
  The amount beneficially owned by all current directors and executive officers as a group includes 911,668 shares held of record by Inter Alia Holding Company. See footnote (1) above.

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ELECTION OF DIRECTORS

Number of Directors

Our bylaws provide that the Board of Directors will consist of at least one member, or such other number as may be determined by the Board of Directors from time to time or by the stockholders at an annual meeting. The Board of Directors has fixed the number of directors at eleven.

Nominees for Director

The Board of Directors has nominated the following individuals to serve as our directors until the next annual meeting of our stockholders or until their successors are elected and qualified. All of the nominees named below are current members of the Board of Directors, except Dr. Ramani Narayan and Mark Mayers. In February 2004, the Board of Directors expanded the size of the Board and elected Mr. G. Patrick Lynch and Ms. Tatiana Yakubovskaya as directors.

  Philip M. Lynch
  Pierre Chenu
  Dr. Donald A. Kubik
  Dr. Sunggyu Lee
  G. Patrick Lynch
  Tao Meng
  Mark J. Stone
  Stephan C. Taylor
  Tatiana Yakubovskaya
  Dr. Ramani Narayan
  Mark Mayers

Proxies can only be voted for the number of persons named as nominees in this proxy statement, which is nine.

Dr. Mehmet A. Gencer, a former director of NTIC, was elected as President and Chief Operating Officer of NTIC effective as of November 12, 2004. In light of this new officer position and NTIC’s efforts to increase the number of independent directors on its Board of Directors, Dr. Gencer resigned as a director.

Richard G. Lareau and Ursula Kiel-Dixon, two former directors of NTIC, resigned effective as of August 31, 2004. Mr. Lareau had served as a director of NTIC for 24 years and Ms. Kiel-Dixon had served as a director since 2001. The Board of Directors thanks Mr. Lareau and Ms. Kiel-Dixon for their many years of service to NTIC.

Vote Required

Assuming a quorum is represented at the Annual Meeting, either in person or by proxy, the election of a nominee for director requires the affirmative vote of a plurality of the shares of common stock represented in person or by proxy at the Annual Meeting.

Board Recommendation

The Board of Directors recommends a vote FOR the election of all of the nominees named above.

If prior to the Annual Meeting, the Board of Directors should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board of Directors. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board of Directors has no reason to believe that any of the nominees will be unable to serve.

4


Information About Nominees

The following table sets forth the name, age and principal occupation of each nominee for director, as of November 22, 2004, as well as how long each nominee has served as a director of NTIC.

Name
         Age
     Principal Occupation
     Director Since
Philip M. Lynch (4)
              
68
    
Chief Executive Officer and Chairman of the Board of NTIC and Executive Vice President of Inter Alia Holding Company
          1979    
Pierre Chenu (1)(2)(4)
              
66
    
Retired Vice President, Worldwide Operations, Flat Glass Company within the Asahi-Glaverbel Glass Group
          2003    
Donald A. Kubik, M.D. (4)
              
64
    
Vice Chairman and Chief Technology Officer of NTIC
          1995    
Sunggyu Lee, M.D. (2)(4)
              
52
    
C.W. LaPierre Professor and Chairman of Chemical Engineering Department, University of Missouri-Columbia
          2004    
G. Patrick Lynch (4)
              
38
    
President of North American Operations of NTIC
          2004    
Tao Meng (4)
              
40
    
General Manager of Tianjin Zerust Co.
          2003    
Mark J. Stone (1)(3)(4)
              
45
    
President of Petrus International, Inc.
          2001    
Stephan C. Taylor (4)
              
57
    
President and Co-founder of Taylor Packaging Ltd. and Chief Executive Officer of Zerust (U.K.) Ltd. and Zerust B.V.
          2001    
Tatiana Yakubovskaya (4)
              
45
    
Managing Partner of MostNIC
          2004    
Dr. Ramani Narayan (4)
              
55
    
Professor of Chemical & Biochemical Engineering in the Department of Chemical Engineering & Materials Science at Michigan State University
          2004    
Mark Mayers (1)(3)(4)
              
72
    
Co-Chairman, Harbor Group NY, Inc.
          2004    
 


(1)   Member of the Audit Committee
(2)   Member of the Compensation Committee
(3)   Member of the Nominating Committee
(4)   Member of the Strategic Planning Committee

Other Information About Nominees

Philip M. Lynch has been our Chief Executive Officer and Chairman of the Board of NTIC since 1979. From May 2000 to May 2004, Mr. Lynch served as Co-Chief Executive Officer of NTIC. Mr. Lynch has also served as Executive Vice President of Inter Alia Holding Company, a financial and management consulting firm, for more than six years. Mr. Lynch is a member of the Board of Directors of EDR Media Inc. in Cleveland, Ohio. Mr. Philip M. Lynch is the father of G. Patrick Lynch, a director of NTIC and President of North American Operations of NTIC.

Pierre Chenu, a citizen of Belgium, has been a director of NTIC since 2003. Mr. Chenu is currently retired. Prior to his retirement, Mr. Chenu served as Vice President, Worldwide Operations, Flat Glass Activities within the Asahi-Glaverbel Glass Group, a position he had served for at least five years. Prior to that, Mr. Chenu was a member of the Executive Committee of Glaverbel S.A., with various operating responsibilities in France, Spain, Italy, Russia, Germany, China and the United States. Before joining Glaverbel, Mr. Chenu worked for U.S. Steel in steel production in Pittsburgh, Pennsylvania and for Corning Inc. where he held various staff, line and executive

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positions in the United States, France and the United Kingdom. Mr. Chenu holds a Master’s Degree in Engineering, with a specialty in metallurgy, from the University of Liege (Belgium) and a M.B.A. from Harvard University.

Dr. Donald A. Kubik has been a director of NTIC since 1995. He has been employed by NTIC since 1978. He was elected Vice Chairman in September 1999 and Chief Technology Officer in May 2000. Dr. Kubik served as Vice President from 1979 to September 1999 and as Co-Chief Executive Officer from September 1999 to May 2000. Dr. Kubik was responsible for developing the patent that led to the introduction by NTIC of protective plastic film and paper products incorporating volatile corrosion inhibitors. Prior to joining NTIC, Dr. Kubik held a research and development position with Minnesota Mining & Manufacturing (3M).

Dr. Sunggyu Lee was elected a director of NTIC in January 2004. Dr. Lee has been C.W. LaPierre Professor and Chairman of Chemical Engineering Department, University of Missouri-Columbia since 1997. Previously, he served as Robert Iredell Professor and Head of Chemical Engineering Department, the University of Akron, for eight years. He has authored six books and over 400 archival publications and received 19 U.S. patents in a variety of chemical and polymer processes and products. He is currently serving as Editor of Dekker Encyclopedia of Chemical Processing, Marcel Dekker, New York, NY. Throughout his career, he has served as consultant and technical advisor to a number of national and international companies. He received his Ph.D. from Case Western Reserve University, Cleveland, OH in 1980.

G. Patrick Lynch has been a director of NTIC since February 2004. Mr. G. Patrick Lynch has been an employee of NTIC since 1995. He currently serves as President of North American Operations, a position he has held since May 2004. From May 2000 to May 2004, he served as President and Co-Chief Executive Officer, Vice President of Strategic Planning and Corporate Secretary. Mr. G. Patrick Lynch is also an officer and director of Inter Alia Holding Company. Prior to joining NTIC, Mr. G. Patrick Lynch held positions in sales management for Fuji Electric Co., Ltd. in Tokyo, Japan, and programming project management for BMW AG in Munich, Germany. Mr. G. Patrick Lynch received an M.B.A. degree from the University of Michigan Business School in Ann Arbor, Michigan. Mr. G. Patrick Lynch is the son of Mr. Philip M. Lynch.

Tao Meng, a citizen of China, has been a director of NTIC since 2003. Mr. Meng received his Bachelor’s and Master’s Degrees in Systems Engineering at the Huazhong University of Science and Technology. Following successful completion of Advanced Training Programs in International Trading and International Cooperation in England and Canada, Mr. Meng was appointed Deputy Director, Division of America and Oceania in the Department of International Cooperation at the Ministry of Internal Trade of the People’s Republic of China. From there, Mr. Meng was posted to New York where he served as Chief Representative of the Ministry of Internal Trade of the People’s Republic of China in the United States from 1996 to 1999. In 1999, Mr. Meng was named General Manager of Tianjin Zerust Co., NTIC’s joint venture company in China, a position he currently holds.

Mark J. Stone has been a director of NTIC since 2001. Mr. Stone has been President of Petrus International, Inc., an international consulting firm, since 1992. Mr. Stone has advised a variety of Japanese and other multi-national corporations in areas including project finance and international investment strategy. Mr. Stone was a director of Aqua Design, Inc., an international water desalination company, from 1988 to 1996. Mr. Stone was Director, Marketing & Business Development of Toray Marketing & Sales (America) Inc. from 1986 to 1992. From 1980 to 1986 Mr. Stone was employed by Mitsui & Co. (U.S.A.), Inc. where he founded and was Treasurer of Hydro Management Resources, a Mitsui subsidiary, which finances, owns, and operates water treatment projects. Mr. Stone holds an A.B. from Harvard University.

Stephan Taylor, a citizen of the United Kingdom, has been a director of NTIC since 2001. Mr. Taylor graduated in education from Bede College, Durham University, England in 1969. He then spent four years teaching before founding, with his Father, Taylor Packaging Ltd. Taylor Packaging maintains a 50% ownership in both Zerust (UK) Ltd. and Zerust B.V., NTIC’s joint ventures in the United Kingdom and the Netherlands. Mr. Taylor is Chief Executive Officer of both companies, a position he has served for at least five years. Mr. Taylor is also Chairman and Managing Director of Taylor Packaging Ltd, Taypac Moroc Sarl and T.P. Enterprises Ltd and Vice Chairman of Business Link County Durham, Business Support Advisory Board, County Durham, England.

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Tatiana Yakubovskaya, a citizen of the Russian Federation, was elected a director of NTIC in February 2004. Ms. Yakubovskaya was awarded a Diploma in International Relations from the Ministerial Institute of Foreign Affairs of the USSR in 1978 and a Diploma in Linguistics, and the Theory and History of Languages from the Moscow Institute of Foreign Languages in 1984. In 1981, Ms. Yakubovskaya assumed a position as Manager in a Soviet International Trade Association. Thereafter, she served as a Managing Instructor in the State Commission on Rehabilitation of Victims of Illegal Repressions in the Soviet Union during the period 1937 — 1950. Ms. Yakubovskaya joined NTIC in 1993. Her first involvement with NTIC was that of a SABIT (Soviet-American Business Internship and Training Program) Intern in the US under the aegis of the U.S. Department of Commerce. In 1994, Ms. Yakubovskaya returned to Moscow where she has since been serving as Managing Partner of NTIC’s Russian joint venture partner, “MostNIC”.

Dr. Ramani Narayan has been a director since November 2004. He is Professor of Chemical & Biochemical Engineering in the Department of Chemical Engineering & Materials Science at Michigan State University, E. Lansing, MI where he has 90 refereed publications in leading journals to his credit, 18 patents, edited three books and one expert dossier in the area of bio-based polymeric materials. His research area encompasses engineering and design of sustainable, biobased products, biodegradable plastics and polymers, reactive extrusion polymerization and processing, studies in polymer biodegradation and composting. He has major research programs with industry and serves as consultant for several companies. He is on the Board of Directors of ASTM International — a premier international standards setting organization. He also chairs the committee on Environmentally Degradable Plastics and Biobased Products and the Terminology committee. He is also the technical expert for the United States on Plastics — specifically for Terminology and Biodegradable plastics. Dr. Narayan also chairs the scientific committee of Biodegradable Products Institute (BPI), North America. He has testified before U.S. congressional hearings on the biodegradable and biobased plastics issues.

Mark M. Mayers has been a director since November 2004. Mr. Mayers has been a co-chairman of the Harbor Group NY, Inc. since 1996. Harbor is a small boutique investment firm which primarily creates financial products which it markets or licenses to principally insurance companies to market. His primary expertise is with energy related matters, technology and finance. Prior to 1996, Mr. Mayers served as the CEO of Columbia Energy Storage Company, Inc. for seven years. In addition from 1970 to 1986, Mr. Mayers served in various capacities as a technical, energy, and financial advisor to the Reynolds Metals Company. Mr. Mayers holds a BA from the University of Maryland.

Information About the Board and its Committees

The Board of Directors believes it has obtained full disclosure from each director of all material relationships between each such director and NTIC that would interfere with the exercise by the director of independent judgment. Based on this information, and as required by the listing standards of the American Stock Exchange, the Board has affirmatively determined that the following directors are “independent” within the meaning of the listing standards of the American Stock Exchange: Dr. Lee and Narayan and Messrs. Chenu, Stone and Mayers.

The Board of Directors met four times during the fiscal year ended August 31, 2004. Each of the directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all Board committees on which he or she served.

It is the policy of the Board of Directors that directors standing for reelection should attend our annual meeting of stockholders, if their schedules permit. A Board of Directors meeting is generally held on the same day as the Annual Meeting of Stockholders. Last year was an exception and the Board of Directors meeting was held one week after the Annual Meeting of Stockholders. Accordingly, none of the directors of NTIC attended the 2004 Annual Meeting of NTIC’s Stockholders, except for Mr. Kubik and Mr. Lareau.

The Board of Directors has a standing Audit Committee, Compensation Committee, Nominating Committee and Strategic Planning Committee.

Audit Committee. The Audit Committee provides assistance to the Board of Directors in fulfilling its responsibilities for oversight, for quality and integrity of the accounting, auditing, reporting practices, systems of

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internal accounting and financial controls, the annual independent audit of our financial statements, and the legal compliance and ethics programs of NTIC as established by management. The Audit Committee operates under a written charter adopted by the Board of Directors.

The Audit Committee for fiscal 2004 consisted of Messrs. Lareau, Chenu and Stone. The Audit Committee met five times during fiscal 2004, three times outside the presence of management. Messrs. Stone, Chenu and Mayers currently serve as members of the Audit Committee and will continue to serve on the Audit Committee for fiscal 2005. The Board of Directors has determined that Messrs. Stone, Chenu and Mayers are “independent directors” within the meaning of the listing standards of the American Stock Exchange and otherwise satisfy the independence standards for serving on an audit committee under the federal securities laws. The Board has also determined that Messrs. Stone, Chenu and Mayers are able to read and understand fundamental financial statements and that Mr. Stone satisfies the “financial sophistication” requirement of the listing standards of the American Stock Exchange and meets the definition of “audit committee financial expert” within the meaning of Item 401(e) of Regulation S-B under the Securities Exchange Act of 1934, as amended, as a result of his extensive financial background and various financial positions has held throughout his career.

Compensation Committee. The Compensation Committee discharges the responsibilities of the Board of Directors relating to compensation of NTIC’s executive officers and administers NTIC’s stock incentive plans. The Compensation Committee for fiscal 2004 consisted of Mr. Stone and Ms. Kiel-Dixon until February 2004 and Messrs. Lee and Taylor and Ms. Kiel-Dixon since February 2004. The Compensation Committee met three times during fiscal 2004. Messrs. Lee and Chenu are currently and will continue to serve as a member of the Compensation Committee during fiscal 2005. The Compensation Committee does not currently operate under a written charter adopted by the Board of Directors.

Nominating Committee. The primary responsibilities of the Nominating Committee include making recommendations for board nominees. It also reviews board practices, approves management succession plans and reviews outside directors’ compensation. The Nominating Committee does not currently operate under a written charter adopted by the Board of Directors.

The Nominating Committee for fiscal 2004 consisted of Messrs. Philip M. Lynch and Stone until February 2004 and Messrs. Philip M. Lynch, Lareau and Meng since February 2004. The Nominating Committee met once during fiscal 2004 and met on an informal basis on several occasions. Messrs. Stone and Mayers will serve as members of the Nominating Committee during fiscal 2005. The Board of Directors has determined that both Mr. Stone and Mayers are considered an “independent director” within the meaning of the listing standards of the American Stock Exchange.

In accordance with procedures set forth in NTIC’s bylaws, NTIC stockholders may propose nominees for election to the Board of Directors only after providing timely written notice to our Corporate Secretary. To be timely, a stockholder’s notice to the Corporate Secretary must be delivered to or mailed and received at NTIC’s principal executive offices not less than 90 days nor more than 120 days prior to the date of the annual meeting of stockholders; provided, however, that in the event that less than 100 days’ notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by the stockholder to be timely must be so delivered not less than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or public disclosure was made, whichever first occurs. The notice must set forth, among other things:

  the nominee’s name, age, business address and residence address;
  the nominee’s principal occupation or employment;
  the class and number of shares of NTIC capital stock which are beneficially owned by the nominee;
  signed consent to serve as a director of NTIC; and
  any other information concerning the nominee required under the rules of the Securities and Exchange Commission in a proxy statement soliciting proxies for the election of directors.

The Nominating Committee will evaluate candidates recommended by stockholders in the same manner as those recommended by others.

8


The Nominating Committee generally solicits recommendations for nominees from persons whom the Nominating Committee believes are likely to be familiar with qualified candidates having the qualifications, skills and characteristics required for Board nominees from time to time. Such persons may include members of the Board and senior management of NTIC. The Nominating Committee reviews and evaluates each candidate whom it believes merits serious consideration, taking into account available information concerning the candidate, the existing composition of the Board, and other factors that it deems relevant. In conducting its review and evaluation, the Committee may solicit the views of NTIC’s management, other Board members, and any other individuals it believes may have insight into a candidate. The Nominating Committee has not adopted any formal requirements or minimum qualifications that a candidate must meet in order for the Nominating Committee to recommend the candidate to the Board. The Nominating Committee believes that each nominee should be evaluated based on his or her merits as an individual, taking into accounts the needs of NTIC and the Board. The Nominating Committee will evaluate whether it should adopt more formal policies and procedures regarding the director nominations process.

Strategic Planning Committee. The primary responsibilities of the Strategic Planning Committee include developing the strategy of NTIC and evaluating the feasibility of our long-term projects. The Strategic Planning Committee for fiscal 2004 consisted of Messrs. Kubik, Gencer, Stone, Taylor, G.P. Lynch and Chenu. The Strategic Planning Committee met twice during fiscal 2004. Messrs. P. Lynch, Kubik, Stone, Taylor, G.P. Lynch, Chenu, Meng, Yakubovskaya and Mayers and Dr. Lee and Narayan are currently serving and will continue to serve as members of the Strategic Planning Committee during fiscal year 2005.

Director Compensation

Fees. Each person who was a non-employee director for all of fiscal 2004 and the Chairman of the Board received an annual retainer of $10,000 in fiscal 2004 for services rendered as one or our directors, and each person who was a non-employee director for a portion of fiscal 2004 received a prorated portion of such fee. Each of our non-employee directors also received $1,000 for each Board meeting and each Strategic Planning Committee meeting and $500 for each Audit Committee, Compensation Committee and Nominating Committee meeting attended. Any director that is an employee of NTIC does not receive any Board or Committee meeting fees. NTIC pays the premium on a group health insurance policy for the Chairman of the Board. In addition, all of our directors are reimbursed for travel expenses for attending meetings.

Stock Options. Pursuant to our 1994 and 2000 Stock Incentive Plans, each non-employee director of NTIC is automatically granted a five-year non-qualified option to purchase 2,000 shares of our common stock on the first day of each fiscal year in respect to their past year’s services as a non-employee director of NTIC. Non-employee directors who are elected or appointed to the Board following the first day of our fiscal year receive a pro rata portion of 2,000 shares of common stock calculated by dividing the number of months remaining in the fiscal year at the time of election or appointment divided by 12, which options are granted at the end of the relevant fiscal year. Each automatically granted option becomes exercisable, on a cumulative basis, with respect to 33-1/3% of the shares covered by such option on each anniversary of the date of its grant. The exercise price of such option is equal to the fair market value of a share of our common stock on the date of grant.

On September 1, 2003, the following directors received an automatic option grant to purchase 2,000 shares of our common stock at an exercise price of $5.30 per share: Mr. Meng, Mr. Chenu, Mr. Stone and Mr. Taylor. Richard Lareau and Dr. Gencer also received an option grant as directors of NTIC at that time.

In addition to these automatic option grants to the non-employee directors, Mr. Philip M. Lynch was granted a five-year option on September 1, 2003 to purchase 2,000 shares of common stock at an exercise price of $5.30 per share.

9


EXECUTIVE COMPENSATION AND OTHER BENEFITS

Summary of Cash and Other Compensation

The following table provides summary information concerning the cash and non-cash compensation earned during the fiscal years indicated below by our Chief Executive Officer, our former Co-Chief Executive Officer and our most highly compensated executive officers whose cash and non-cash salary and bonus exceeded $100,000 in the fiscal year ended August 31, 2004.

Summary Compensation Table


 
         Annual Compensation
     Long Term
Compensation
    
Name and Principal Position
         Year
     Salary ($)
     Bonus ($)(1)
     Securities
Underlying
Options (#)
     All Other
Compensation
($)(2)
Philip M. Lynch
Chairman of the Board and
Chief Executive Officer
                    2004
2003
2002
          $ 1
1
0
          $ 0
0
0
             2,000
2,000
2,000
          $ 0 (3)
0 (3)
0 (3)
 
                                                                                                             
G. Patrick Lynch
Former Co-Chief Executive
Officer and Current President
of North American Operations
                    2004
2003
2002
             120,000
116,630
110,000
             90,000
17,500
15,000
             0
0
0
             4,812 (3)
4,607 (3)
3,850 (3)
 
                                                                                                             
Donald A. Kubik
Vice Chairman and Chief
Technology Officer
                    2004
2003
2002
             120,000
200,000
200,000
             120,000
0
0
             0
0
0
             3,675      
5,500      
5,250      
  
 
                                                                                                             
Matthew C. Wolsfeld
Chief Financial Officer
                    2004
2003
2002
             90,000
81,575
65,000
             67,500
17,500
15,000
             0
0
10,000
             3,763      
3,380      
2,275      
  
 
                                                                                                             
Dr. Mehmet Gencer
President and Chief Operating Officer
                    2004
2003
2002
             0
0
0
             0
0
0
             2,000
2,000
2,000
             104,500 (4)
104,000 (4)
79,000 (4)
 


(1)
  Annually, prior to the November meeting of our Board of Directors, the Compensation Committee recommends bonuses to be paid to our executive officers. The Board of Directors then considers and, if it deems appropriate, approves the bonuses. The annual bonuses are paid in the subsequent fiscal year based on the services performed during the prior fiscal year.

(2)
  Unless otherwise indicated, consists of employer contributions to the 401(k) plans of the named executive officers.

(3)
  Does not include any commissions payable to Inter Alia Holding Company, an entity of which Mr. Philip Lynch and Mr. G. Patrick Lynch are stockholders, under a certain Manufacturer’s Representative Agreement. See “Certain Relationships and Related Party Transactions” below.

(4)
  Includes consulting payments made to Atagencer LLC, a limited liability company that is principally owned by Dr. Mehmet Gencer, a former member of NTIC’s Board of Directors and a current executive officer of NTIC. See “Certain Relationships and Related Party Transactions” below.

10


Option Grants in Last Fiscal Year

The following table summarizes option grants during the fiscal year ended August 31, 2004 to or by each of the executive officers named in the Summary Compensation Table above.


 
         Individual Grants (1)
    
Name
         Number of
Securities
Underlying
Options Granted (#)
     Percent of Total
Options Granted
to Employees
in Fiscal Year
     Exercise or
Base Price
($/Sh)
     Expiration
Date
Philip M. Lynch
                    2,000              100%            $5.30 (2)              9/1/2008   
G. Patrick Lynch
                        —                                              
Donald A. Kubik
                        —                                              
Matthew C. Wolsfeld
                        —                                              
Dr. Mehmet Gencer
                    2,000              100%            $5.30 (2)              9/1/2008   
 


(1)
  All options were granted under our 2000 Stock Incentive Plan and are subject to the terms of that plan. Each option granted becomes exercisable, on a cumulative basis, with respect to 33 1/3% of the shares of common stock underlying such option on each anniversary of the date of its grant. Each option will automatically accelerate and become immediately exercisable with respect to all of the shares of common stock underlying the option upon a change of control of NTIC.

(2)
  The per share exercise price of the option granted is equal to the fair market value of a share of our common stock on the date of grant, which is determined as the closing market price per share of our common stock as reported by the American Stock Exchange on that date.

Aggregated Option Exercises In Last Fiscal Year and Fiscal Year-End Option Values

The following table summarizes the number and value of options held by each of the executive officers named in the Summary Compensation Table above as of August 31, 2004. None of these executive officers exercised any stock options during fiscal 2004.


 
         Number of Unexercised Securities
Underlying Options as of
August 31, 2004
     Value of Unexercised
In-the-Money Options
as of August 31, 2004 (1)
    
Name
         Exercisable
     Unexercisable
     Exercisable
     Unexercisable
Philip M. Lynch
                    3,334              4,666            $334             $3,987   
G. Patrick Lynch
                    3,000              0             $0             $0    
Donald A. Kubik
                           0               0             $0             $0    
Matthew C. Wolsfeld
                    6,667              3,333            $4,600            $4,300   
Dr. Mehmet Gencer
                    1,334              4,666            $334             $3,987   
 


(1)
  Value is based on the difference between the fair market value of one share of our common stock as of August 31, 2004 ($5.25), and the exercise price of the options ranging from $3.34 to $7.00 per share. An options is in-the-money if the fair market value of the shares of common stock underlying the option exceeds the option exercise price.

Change in Control Arrangements

Under our 1994 Stock Incentive Plan and 2000 Stock Incentive Plan, options granted under these plans will become fully exercisable following certain changes in control of NTIC, such as:

  the sale, lease, exchange or other transfer of all or substantially all of our assets to a corporation that is not controlled by us;

  the approval by our stockholders of any plan or proposal for our liquidation or dissolution;

11


  certain merger or business combination transactions;

  more than 40% of our outstanding voting shares are acquired by any person or group of persons who did not own any shares of common stock on the effective date of the plan; and

  certain changes in the composition of our Board of Directors.

RELATED PARTY RELATIONSHIPS AND TRANSACTIONS

The Company paid reimbursement for travel and related expenses of $449,000, $421,000, and $240,000, for the fiscal years ended August 31, 2004, 2003, and 2002, respectively, to a financial and management consulting firm, Inter Alia, which beneficially owns 25.1% of the Company’s outstanding common stock, and of which the Company’s Chief Executive Officer and Chairman of the Board and the Company’s President of North American Operations are shareholders. The management consulting firm earned commissions of approximately $99,239, $51,882, and $66,420, for the fiscal years ended August 31, 2004, 2003, and 2002, respectively, on the net proceeds of sales of the Company’s products. In addition, the Company has paid health insurance premiums of $17,158, $10,619 and $10,355 for the years ended August 31, 2004, 2003 and 2002, respectively, related to policies that insure the Company’s Chief Executive Officer and Chairman of the Board.

Messrs. Meng and Taylor and Ms. Yakubovskaya, all of whom are directors of NTIC, are affiliated with certain of our joint venture entities. Mr. Meng is General Manager of Tianjin Zerust Co., our joint venture entity in China. Mr. Taylor is Chief Executive Officer of each Zerust (UK) Ltd. and Zerust B.V., our joint venture entities in the United Kingdom and the Netherlands. Ms. Yakubovskaya is Managing Partner of our Russian joint venture entity, MostNIC. Each of these individuals have personal ownership interests in these joint venture entities, either directly or through other entities, and as a result receive certain distributions of any profits of the joint venture entities based on their respective ownership percentages. These individuals also receive salary and other compensation as employees or consultants to these joint venture entities.

On June 1, 2003, the Company made a loan of $25,000 and agreed to make an additional loan to cover undetermined secretarial fees that later were determined amounted to $6,781, bringing the total loan to $31,781 for Tao Meng, who subsequently became a member of NTIC’s Board of Directors on July 15, 2003. The loan was evidenced by a promissory note held by NTIC. The note was due to us five years from the date of issuance. The loan was made to Mr. Meng to enable him to obtain a 25% ownership interest in Tianjin Zerust Co., NTIC’s joint venture entity in China, of which NTIC maintains a 25% ownership interest. This loan has since been repaid in full and is no longer outstanding.

On January 21, 2004, the Company made a consulting payment to Dr. Sunggyu Lee of $50,000. This consulting payment is not part of a formal written agreement and is not reoccurring. The consulting services related to research and development associated with various new technologies.

On July 6, 2004 and January 21, 2004, the Company made consulting payments to Dr. Ramani Narayan of $10,000 and $25,000, respectively. Additionally, in fiscal 2003 and 2002 consulting payments were made totaling $50,000 and $30,000 respectively. These consulting payments are not part of a formal written agreement and are not reoccurring. The consulting services related to research and development associated with various new technologies.

On May 31, 2002, the Company made a loan of $50,000 to Atagencer LLC, a limited liability company that is principally owned by Dr. Mehmet Gencer, a former member of NTIC’s Board of Directors and a current executive officer of NTIC. This loan was evidenced by a promissory note held by NTIC and the outstanding principal balance bore interest at a rate of 2% per annum. The note was due five years from the date of issuance. The loan was made to Atagencer LLC to enable Atagencer LLC to obtain a 25% ownership interest in Fibro NTI, NTIC’s joint venture entity in Turkey, of which NTIC has a 50% ownership interest. This note was repaid in full in July 2003. Additionally, in 2001 prior to Dr. Gencer becoming a director of NTIC in 2002, NTIC and Atagencer LLC entered into a consulting agreement pursuant to which NTIC pays Atagencer LLC fees for consulting services rendered. During fiscal 2004 and 2003, NTIC paid Atagencer LLC $104,500 and $104,000, respectively, in consulting fees. Atagencer LLC also has a 6.25% ownership interest in Polymer Energy LLC, a joint venture entity in the United States, of which NTIC has a 50% ownership interest.

12


AUDIT COMMITTEE REPORT

Notwithstanding anything to the contrary set forth in any of NTIC’s previous or future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate this proxy statement or future filings with the Securities and Exchange Commission, in whole or in part, the following report shall not be deemed to be incorporated by reference into any such filing.

The Audit Committee has reviewed and discussed the audited financial statements of NTIC for the fiscal year ended August 31, 2004 with our management. The Audit Committee has discussed with Virchow Krause & Company LLP, our independent public accountants, the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees). The Audit Committee believes that the provision by Virchow Krause & Company LLP of services other than auditing and review of our quarterly financial statements is compatible with the maintenance by Virchow Krause & Company LLP of its independence from NTIC.

The Audit Committee has also received the written disclosures and the letter from Virchow Krause & Company LLP required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and the Audit Committee has discussed the independence of Virchow Krause & Company LLP with that firm.

Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Directors that our audited financial statements be included in our Annual Report on Form 10-KSB for the fiscal year ended August 31, 2004 for filing with the SEC.

Audit Committee
Mark Stone
Pierre Chenu
Mark Mayers

13


INDEPENDENT PUBLIC ACCOUNTANTS

Dismissal of Prior Independent Accountants

On June 8, 2004, the Audit Committee elected not to retain Deloitte & Touche, LLP, which had previously served as NTIC’s independent accountants. The reports of Deloitte & Touche, LLP on NTIC’s financial statements for the past two fiscal years, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits by Deloitte & Touche, LLP of NTIC’s fiscal 2002 and fiscal 2003 financial statements and interim financial statements through June 8, 2004, NTIC had no disagreements with Deloitte & Touche, LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte & Touche, LLP, would have caused Deloitte & Touche, LLP to make reference to such disagreements in its report on the financial statements for such periods. Following Deloitte & Touche, LLP’s completion of the audit of NTIC’s fiscal 2003 financial statements, Deloitte & Touche, LLP provided the Audit Committee with a letter noting certain deficiencies in the design or operation of NTIC’s internal control which, in the judgment of Deloitte & Touche, LLP, could adversely affect NTIC’s ability to record, process, summarize and report financial data consistent with the assertions of NTIC’s management in such financial statements. These conditions were discussed with NTIC’s management and Audit Committee on various dates through June 8, 2004. Deloitte & Touche, LLP has furnished NTIC a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter was filed as Exhibit 16.1 to a Current Report on Form 8-K that was filed by NTIC with the SEC on June 8, 2004.

Appointment of Current Independent Accountants

On June 8, 2004, the Audit Committee approved the engagement of Virchow Krause & Company LLP, to serve as our independent certified public accountants to audit our financial statements for the fiscal year ended August 31, 2004. We expect that Virchow Krause & Company LLP will continue to serve as our independent certified public accountants during fiscal 2005.

We have requested and expect a representative of Virchow Krause & Company LLP to be present at the Annual Meeting, either by phone or in person, to make a statement if they so desire and to respond to appropriate questions.

Audit, Audit-Related, Tax and Other Fees

The following table presents fees billed by Deloitte & Touche LLP, our prior independent certified public accountants, for the fiscal years ended August 31, 2004 and August 31, 2003.


 
         Aggregate Amount Billed
by Deloitte & Touche LLP ($)
    

 
         Fiscal 2004
     Fiscal 2003
Audit Fees (1)                  $ 116,950           $ 96,430   
Audit-Related Fees                   $0             $0    
Tax Fees                  $ 116,450           $ 65,902   
All Other Fees                   $0             $0    
 


(1)
  Aggregate fees billed for professional services rendered by Deloitte & Touche, LLP for the audit of our annual financial statements by fiscal year, review of financial statement included in our quarterly reports on Form 10-QSB and other services normally provided in connection with our statutory and regulatory filings or engagements.

14


The following table presents fees billed by Virchow Krause & Company LLP, our current independent certified public accountants, for the fiscal year ended August 31, 2004.


 
         Aggregate Amount Billed
by Virchow Krause & Company
LLP in Fiscal 2004 ($)
Audit Fees (1)
                  $13,442   
Audit-Related Fees
                  $         0    
Tax Fees
                  $         0    
All Other Fees
                  $         0    
 


(1)
  Aggregate fees billed for professional services rendered by Virchow Krause & Company LLP for the audit of our annual financial statements for fiscal 2004, review of financial statement included in our quarterly reports on Form 10-QSB and other services normally provided in connection with our statutory and regulatory filings or engagements.

Audit Committee Pre-Approval Policies and Procedures

Rules adopted by the Securities and Exchange Commission in order to implement requirements of the Sarbanes-Oxley Act of 2002 require public company audit committees to pre-approve audit and non-audit services provided by a company’s independent auditor. The Audit Committee has not adopted any formal pre-approval policies and procedures in response to these rules. All services rendered by Deloitte & Touche LLP and Virchow Krause & Company LLP were permissible under applicable laws and regulations and all services provided were approved in advance by the Audit Committee in accordance with these rules. The Audit Committee intends to consider whether to adopt formal pre-approval policies and procedures in the near future.

15


OTHER MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and all persons who beneficially own more than 10% of the outstanding shares of our common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock. Executive officers, directors and greater than 10% beneficial owners are also required to furnish NTIC with copies of all Section 16(a) forms they file.

To our knowledge, based upon a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended August 31, 2004, none of our directors or executive officers or beneficial owners of greater than 10% of our common stock failed to file on a timely basis the forms required by Section 16 of the Exchange Act, except that G. Philip Lynch failed to file timely a Form 3 reporting his appointment as one of our directors. To date, all late Form 3 reports have been filed.

Stockholder Proposals for 2006 Annual Meeting

Stockholder proposals intended to be presented in the proxy materials relating to the 2006 Annual Meeting of Stockholders must be received by us on or before August 14, 2005, unless the date of the meeting is delayed by more than 30 calendar days, and must satisfy the requirements of the proxy rules promulgated by the Securities and Exchange Commission.

Any other stockholder proposals to be presented at the 2006 Annual Meeting of Stockholders must be given in writing to our Corporate Secretary and received at our principal executive offices on or before September 13, 2005. The proposal must contain specific information required by our Bylaws, a copy of which may be obtained by writing to our Corporate Secretary. If a proposal is not timely and properly made in accordance with the procedures set forth in our Bylaws, it will be defective and may not be brought before the meeting. If the proposal is nonetheless brought before the meeting and the Chairman of the meeting does not exercise the power and duty to declare the proposal defective, the persons named in the proxy may use their discretionary voting with respect to the proposal.

Other Business

Our management does not intend to present other items of business and knows of no items of business that are likely to be brought before the Annual Meeting, except those described in this proxy statement. However, if any other matters should properly come before the Annual Meeting, the persons named in the enclosed proxy will have discretionary authority to vote such proxy in accordance with their best judgment on the matters.

Communications with Directors

Stockholders may communicate with our Board of Directors by sending correspondence, addressed to our Corporate Secretary, NTIC International Corporation, 6680 N. Highway 49, Lino Lakes, Minnesota 55014, with an instruction to forward the communication to a particular director. Our Corporate Secretary will receive the correspondence and forward it to any individual director or directors to whom the communication is directed.

16


Copies of 2004 Annual Report

We will furnish without charge a copy of our Annual Report on Form 10-KSB for the fiscal year ended August 31, 2004, to each person who was a stockholder of NTIC as of December 3, 2004 upon receipt from any such person of a written request for such an Annual Report. Such a request should be sent to:

Northern Technologies International Corporation
6680 N. Highway 49
Lino Lakes, Minnesota 55014
Attention: Stockholder Information


Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote your shares of NTIC common stock by marking, signing, dating and promptly returning the enclosed proxy card in the envelope provided. No postage is required for mailing in the United States.

By Order of the Board of Directors

Philip M. Lynch
Chairman and Chief Executive Officer

December 12, 2004
Lino Lakes, Minnesota

17




NORTHERN TECHNOLOGIES
INTERNATIONAL CORPORATION
6680 N. HIGHWAY 49
LINO LAKES, MINNESOTA 55014
VOTE BY MAIL
Mark, sign, and date your proxy card and return it in the
postage-paid envelope we have provided or return it to
Northern Technologies International Corporation,
c/o ADP 51 Mercedes Way, Edgewood, NY 11717.

 

 

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: NRTRN1 KEEP THIS PORTION FOR YOUR RECORDS

    DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.


NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS
VOTE "FOR" PROPOSAL 1.

Vote On Directors   For
All
Withhold
All
For All
Except
 
To withhold authority to vote, mark "For All Except"
and write the nominee's number on the line below.
1.

PROPOSAL TO ELECT DIRECTORS:

01) Philip M. Lynch
02) Pierre Chenu
03) Dr. Donald A. Kubik
04) Dr. Sunggyu Lee
05) G. Patrick Lynch
06) Tao Meng
07) Mark J. Stone
08) Stephan C. Taylor
09) Tatiana Yakubovskaya
10) Dr. Ramani Narayan
11) Mark Mayers

   
o
 
o
 
o
 



 
2. To transact such other business as may roperly come before the meeting.      

For comments, please check this box and write them on the back where indicated.

PLEASE SIGN exactly as the name appears on this card. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.
   
o







 





Signature [PLEASE SIGN WITHIN BOX] Date   Signature (Joint Owners) Date








THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

ANNUAL MEETING OF STOCKHOLDERS

January 28, 2005

The undersigned, having duly received the Notice of Annual Meeting of Stockholders and Proxy Statement, hereby appoints Philip M. Lynch and Donald A. Kubik, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Northern Technologies International Corporation that the undersigned is entitled to vote at The Annual Meeting of Stockholders of Northern Technologies International Corporation, a Delaware corporation (the “Company”), to be held at Northern Technologies International Corporation Headquarters, 6680 North Highway 49, Lino Lakes, Minnesota 55014, beginning at 8:30 a.m., local time, on Friday, January 28, 2005, for the purposes stated on the reverse side, and any adjournment or postponement thereof.

WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTORS AND, IN THE DISCRETION OF THE PROXY HOLDER, ON OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE


Comments:


(If you noted any comments above, please mark corresponding box on other side.)

CONTINUED AND TO BE SIGNED ON REVERSE SIDE