This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
Securities code: 6644
June 9, 2023
(Commencement date of measures for electronic provision: June 6, 2023)

To Shareholders with Voting Rights:
Yoshihide Watanabe
Chairman and CEO
Osaki Electric Co., Ltd.
2-10-2 Higashi-Gotanda, Shinagawa-ku,
Tokyo

Notice of the 109th Annual General Meeting of Shareholders
Dear Shareholders:
We are pleased to inform you that the 109th Annual General Meeting of Shareholders of Osaki ElectricCo., Ltd. (the “Company”) will be held as described below.
The Company has, for convening this General Meeting of Shareholders, taken measures for electronicprovision. Matters to be provided electronically (Electronic Provision Measures Matters) have been placedon the following website as “Notice of the 109th Annual General Meeting of Shareholders” and “Noticeof the 109th Annual General Meeting of Shareholders (Matters not included in a paper copy to deliveredto shareholders).”
The Company’s website:
https://www.osaki.co.jp/ja/ir/stock/meeting.html
In addition to the above website, the Electronic Provision Measures Matters have been placed on thefollowing website.
Tokyo Stock Exchange’s website:
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Please access the above “Listed Company Search”, enter the Company’s name or securities code to search,then click on “Basic information” and “Documents for public inspection/PR information.”
You may exercise your voting rights in writing by mail or via the Internet, etc., instead of attending theGeneral Meeting of Shareholders. Please review the Reference Documents for the General Meeting ofShareholders included in the Electronic Provision Measures Matters and exercise your voting rights by
5:30 p.m. (Japan time) on Tuesday, June 27, 2023.
1. Date and Time:
2. Venue:

Wednesday, June 28, 2023 at 10:00 a.m. (Japan time)(The reception will open at 9:00 a.m.)
NUIT, 1st Floor, HAPPO-EN Main Building
1-1-1 Shirokanedai, Minato-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1 Business Report and the Consolidated Financial Statements for the109th Fiscal Year (April 1, 2022–March 31, 2023) and results of auditsof the Consolidated Financial Statements by the Accounting Auditor
and the Board of Auditors-1-2 Non-consolidated Financial Statements for the 109th Fiscal Year (April1, 2022–March 31, 2023)

Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of One (1) Director
Proposal 2:
Election of One (1) Statutory Auditor
Proposal 3:
4. Other Matters Decided for this Convocation:
If neither approval nor disapproval of a proposal is indicated on the Voting
Rights Exercise Form, it shall be deemed a vote of approval for proposals.
When attending the General Meeting of Shareholders, please submit the Voting Rights Exercise
Form to the reception desk at the venue.
If the Electronic Provision Measures Matters are revised, the revised version will be posted on eachrelevant website.
We do not give out souvenirs for shareholders attending the General Meeting of Shareholders. We
would appreciate your understanding.
To shareholders who did not request the paper copy, the Reference Documents for the General
Meeting of Shareholders have also been sent. To shareholders who requested the paper copy, the one
which does not include part of the Electronic Provision Measures Matters has been sent, inaccordance with relevant laws and regulations, as well as Article 14 of the Company’s Articles ofIncorporation. Accordingly, numbers of pages and items, and reference pages are the same as theones of the Electronic Provision Measures Matters.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

We regard the return of profits to shareholders as one of our important management policies. Our basic
policy is to distribute returns in accordance with business performance while maintaining stabledividends.
Specifically, dividend will be determined based on the dividend on equity (DOE) ratio of 2% or thedividend payout ratio of 30%, whichever the amount is higher.
We will use internal reserves as a source of funds for R&D and capital expenditures with the aim ofincreasing corporate value of the long term as well effectively apply them for future businessdevelopment, including M&As, to enhance business performance.
Based on the above policy, the Company proposes to pay year-end dividends as follows:
Matters related to year-end dividends(1) Type of property for dividend
Cash(2) Allotment of property for dividends and total amount¥10 per share of the Company’s common stock
Total amount: ¥468,024,250(3) Effective date of distribution of surplus
June 29, 2023
(Reference)
Dividend per share
Fiscal year ended March31, 2022
Fiscal year ended
March 31, 2023 (plan)

Total dividends

Consolidated
dividend payout
ratioInterimYear-endAnnual¥10¥10¥20¥974 million–¥10¥10¥20¥942 million

71.8%-3-Proposal 2:

Election of One (1) DirectorThe Company decided to welcome a new Board member, a Director to further enhance our management
system. Accordingly, the election of one (1) Director is proposed. Term of office of a newly appointed
Director shall be until terms of office of other incumbent Directors expire in accordance with provisionsof the Company’s Articles of Incorporation.
The candidate for Director is as follows:
Name(Date of birth)

Career summary
Apr. 1987
Jan. 1989
Oct. 1996
Apr. 2002
Apr. 2005

Shoko Kuroki(May 26, 1963)
New appointment
OutsideIndependentOct. 2005
Apr. 2010
Feb. 2017
Jun. 2019
Jun. 2021
Apr. 2022

Joined The Mitsubishi Trust and Banking Corporation(currently Mitsubishi UFJ Trust and Banking Corporation)
Joined Watson Wyatt (currently WTW)
Joined Fujitsu Limited (Left in Feb. 2017)
General Manager, Planning, Global HR Department,
Corporate Division
General Manager in charge of Financial Department,
Corporate Division
Auditor (part-time), Global Innovation Partners Inc.
Member (part-time), Fund Management Committee, Pension
Fund Association for Local Government Officials
Member of the Board, Executive Officer, CFO, CHRO,JASTEC Co., Ltd.
Outside Director, IX Knowledge Inc. (to date)Outside Director, C’BON COSMETICS Co., Ltd. (to date)Professor, Faculty of Economics, Teikyo University (todate)

Number ofshares of theCompany held-Significant concurrent positions
Outside Director, IX Knowledge Inc.
Outside Director, C’BON COSMETICS Co., Ltd.
Professor, Faculty of Economics, Teikyo University
Special interests with the Company
None
Reason for nomination as a candidate for Outside Director and expected role
Ms. Shoko Kuroki has practical and managerial experience at international consulting firms and a major IT company,
as well as expertise in corporate governance, personnel, and finance. The Company expects that Ms. Kuroki willcontribute to enhancement of our governance and provide appropriate advice and suggestions on generalmanagement. Hence, the Company nominates her as a candidate for Outside Director.
Matters concerning independence of candidate
The Company has registered Ms. Shoko Kuroki as Independent Director stipulated in the regulations of Tokyo Stock
Exchange.
There is no attribute information on the candidate’s independence.
Notes: 1. Ms. Shoko Kuroki’s name in the family register is Shoko Chida.
2. Ms. Shoko Kuroki is a candidate for Outside Director.
3. If the election of Ms. Shoko Kuroki, a candidate for new Outside Director, is approved, the Company
will, pursuant to Article 427, Paragraph 1 of the Companies Act, conclude an agreement with her tolimit her liability for damages as provided in Article 423, Paragraph 1 of said Act. The maximum
amount of liability for damages under such an agreement is the aggregate sum of the amounts
stipulated in each item of Article 425, Paragraph 1 of said Act.

-4-4. The Company has concluded a directors and officers liability insurance contract with an insurancecompany with the candidate as the insured. Please refer to “4. Matters Regarding Directors andOther Officers, (3) Outline of Contents of Directors and Officers Liability Insurance Contract” inthe Business Report (Japanese only). The Company plans to renew the policy with the same content
at the time of the next renewal.

-5-Proposal 3:

Election of One (1) Statutory Auditor

The term of office of Statutory Auditor Ms. Kumiko Kitai will expire at the conclusion of this General
Meeting of Shareholders. Accordingly, the Company proposes the election of one (1) Statutory Auditor.
The Board of Auditors has given its approval to this proposal.
The candidate for Statutory Auditor is as follows:
Name(Date of birth)

Career summary and positions at the Company
Apr. 1976
Apr. 1996

Number ofshares of theCompany held

Joined Ministry of Labour
Director, Women’s Policy Planning Division, Women’sBureau
Jul. 1999
Deputy Governor, Shizuoka Prefecture
Aug. 2003
Deputy Director General, Minister's Secretariat, Ministry ofHealth, Labour and Welfare
Aug. 2005
Director General, Equal Employment, Children andFamilies BureauSep. 2006
Director General, Central Labour Relations Commission
Aug. 2007
Retired from Ministry of Health, Labour and Welfare
Aug. 2007
Executive Director, Japan Industrial Safety & Health
AssociationJun. 2011
Outside Statutory Auditor, TAKARA HOLDINGS INC. (toresign on June 29, 2023)
Apr. 2012
Registered as attorney-at-law (Daini Tokyo BarAssociation)
Kumiko Kitai
Oct.
2012
Member, Tokyo Metropolitan Public Safety Commission(October 29, 1952)
Jun. 2014
Outside Director, Kyowa Exeo Corporation
Reappointment
Jun. 2014
Outside Director, Sumitomo Mitsui Construction Co., Ltd.
OutsideJul. 2014
Established Kachidoki Legal Office (to date)
IndependentJun. 2019
Outside Statutory Auditor, the Company (to date)
Dec. 2021
Member, The Tokyo Metropolitan Government Labor
Relations Commission (to date)Jun. 2022
Outside Director, Japan Petroleum Exploration Co., Ltd. (todate)Significant concurrent positions
Attorney-at-law, Kachidoki Legal OfficeMember, The Tokyo Metropolitan Government Labor Relations
Commission
Outside Director, Japan Petroleum Exploration Co., Ltd.
Attendance at the Board of Directors meetings
100% (19/19)
Attendance at the Board of Auditors meetings
100% (18/18)
Special interests with the Company
None
Reason for nomination as a candidate for Outside Statutory Auditor
Ms. Kumiko Kitai has expertise in law and regulations as an attorney-at-law, extensive insights cultivated as holding
important positions at central government offices, and good record as outside director and outside auditor of listed-6-companies. Therefore, the Company trusts that Ms. Kitai will contribute to enhancement of our governance, andappropriately perform duties of Statutory Auditor. Hence, the Company renominates Ms. Kitai as a candidate for
Outside Statutory Auditor.
Matters concerning independence of candidate
The Company has registered Ms. Kumiko Kitai as Independent Auditor stipulated in the regulations of Tokyo Stock
Exchange.
There is no attribute information on the candidate’s independence.
Notes: 1. Ms. Kumiko Kitai is a candidate for Outside Statutory Auditor.
2. Ms. Kumiko Kitai will have been serving as Outside Statutory Auditor of the Company for four (4)years as of the conclusion of this General Meeting of Shareholders.
3. The Company has, pursuant to Article 427, Paragraph 1 of the Companies Act, concluded anagreement with Ms. Kumiko Kitai to limit her liability for damages as provided in Article 423,
Paragraph 1 of said Act. The maximum amount of liability for damages under such an agreement isthe aggregate sum of the amounts stipulated in each item of Article 425, Paragraph 1 of said Act.
If the reappointment of Ms. Kumiko Kitai is approved, the Company plans to continue the liability
limitation agreement with her.
4. The Company has concluded a directors and officers liability insurance contract with an insurancecompany with the candidate as the insured. Please refer to “4. Matters Regarding Directors andOther Officers, (3) Outline of Contents of Directors and Officers Liability Insurance Contract” inthe Business Report (Japanese only).
The Company plans to renew the policy with the same content at the time of the next renewal.

-7-<Reference> Skills Matrix
The Company has a small Board of Directors, which is responsible for important management decisionmaking functions and business execution supervisory functions, with capable personnel. The Company
places importance on the following eight fields as skills that the Directors are expected to have so as toappropriately fulfill the functions.
The skills matrix below shows the skills that each Director and Statutory Auditor must have if the proposals
for the appointment of Directors and Statutory Auditors are approved as proposed. We believe that theBoard of Directors as a whole has a diversity and balance of skills.
Representative

OutsideCommittee
member*

○

●

○

●

○

Directors●

Officers

Yoshihide
Watanabe
Mitsuyasu
WatanabeHaruyuki
Kawabata

Industryknowledge

GlobalSales andmarketing

Manufacturinganddevelopment

●

●

●

●

●

●

●

●

●

●

Ryuichi

●

Ueno

●
●

◎

○

Seiji
Takashima
Nobuhiro
Kasai

Choichiro
Hori

●

●

YutakaHasegawa

●

○

●

○

Kumiko

●

●

●●

●

●Yamamoto●●●

Shigehiko

●

●

●
●

Personnel,labor, andHR
development●●●KurokiLegal affairs,
governance,and risk
management

Finance andaccounting

●

●

Shoko

●

Statutory Auditors

Corporatemanagement

●
●

Kitai

* Committee member: Nomination and Remuneration Advisory Committee (Chairperson ◎, Member ○)-8-●