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

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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.

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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

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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.

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.

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:

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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.

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AUDIT COMMITTEE REPORT

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.

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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.

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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.

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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.

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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

By Order of the Board of Directors

December 12, 2004
Lino Lakes, Minnesota

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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

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

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

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE