(Translation)
This document is an English translation of the notice for the general meeting of shareholders originally written in
Japanese. This translation was made for reference purpose only and all warranties, and in particular the accuracy ofthis translation, are hereby disclaimed.

Securities Identification Code: 6703
Date of sending by postal mail: June 3, 2024
Start date of measures for electronic provision: May 27, 2024

NOTICE OF 100TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,Oki Electric Industry Co., Ltd. (the “Company”) would hereby like to inform you that the 100th ordinary general
meeting of shareholders will be held as follows.
When convening this general meeting of shareholders, the Company takes measures for providing in electronic
format the information that constitutes the content of reference documents for the shareholders meeting, etc.
(items for which measures for providing information in electronic format will be taken). This information isposted on each of the following websites as “Notice of Meeting of Shareholders (May 27, 2024),” so please
access either of those websites to confirm the information.
If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet, etc. or inwriting. Shareholders are kindly requested to review “Reference Documents for the General Meeting of
Shareholders” and exercise their voting rights by no later than 5:15 p.m. on June 20 (Thursday), 2024 (JST).
The Company’s website:
https://www.oki.com/jp/ir/stock/meeting.html (in Japanese)
Website for informational materials for the general meeting of shareholders:
https://d.sokai.jp/6703/teiji/ (in Japanese)
Exercise of voting rights via the Internet, etc.:
Please access the voting site designated by the Company (https://soukai.mizuho-tb.co.jp/ (in Japanese)), use the“voting right exercise code” and “password” indicated on the enclosed ballot, and follow the instructions on thescreen to enter your approval or disapproval of the proposals. When exercising your voting rights via theInternet, etc., please refer to the “Instructions for the Exercise of Voting Rights via the Internet, etc.” below.
Exercise of voting rights in writing (postal mail):
Please indicate your approval or disapproval to each agenda in the space provided on the enclosed ballot andreturn it to the Company by mail so that it arrives before the deadline shown above.
Yours faithfully,
Takahiro Mori
President, Representative Director
Oki Electric Industry Co., Ltd.
1-7-12 Toranomon, Minato-ku, Tokyo-1-

(Translation)
Guide to the system for providing informational materials for the general meeting of shareholders inelectronic format
Due to the revision of the Companies Act, since the 99the ordinary general meeting of shareholders of last year,
a notice of ordinary general meeting of shareholders has been, in principle, available on the website provided inthis Notice of Ordinary General Meeting of Shareholders instead of being mailed in writing. Shareholders
who wish to receive the materials of the General Meeting of Shareholders in writing from next year onward arerequested to contact the following contact point.
For inquiries regarding the system for providing informational materials for the general meeting of shareholders
in electronic format and receipt of the materials of the General Meeting of Shareholders in writing, pleasecontact below.
Stock Transfer Agency Department, Mizuho Trust & Banking Co., Ltd.
Contact for inquiries regarding web-based materials for the General Meeting of Shareholders
Tel: 0120-524-324 (toll free, only in Japan)(9:00 a.m. to 5:00 p.m., excluding Saturdays, Sundays, and national holidays)

1. Date and Time:
Friday, June 21, 2024, from 10:00 a.m. (Reception will open at 9:30 a.m.)
2. Location:“Providence Hall,” 2F Tokyo Prince Hotel, 3-3-1 Shiba-koen, Minato-ku, Tokyo
3. Meeting Agenda
Items to be reported:
1. Business Report, Consolidated Financial Statements and audit results of the Consolidated
Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the
100th fiscal year (from April 1, 2023 to March 31, 2024)
2. Non-consolidated Financial Statements for the 100th fiscal year (from April 1, 2023 to March
31, 2024)
Items to be resolved:
Agenda Item 1:
Agenda Item 2:
Agenda Item 3:

Appropriation of Surplus
Election of Eight (8) Directors
Election of Two (2) Audit & Supervisory Board Members

4. Items to be decided upon convocation(1) Among the items subject to measures for electronic provision, in accordance with the provisions of laws
and regulations and Article 15 of the Articles of Incorporation of the Company, the following items are notprovided in the paper-based documents to be delivered to shareholders who requested the delivery of paperbased documents. The Audit & Supervisory Board Members and the Accounting Auditor have audited
the documents subject to audit, including the following items.
(i) “Major offices,” “Employees,” “Major creditors,” “Other significant events of the OKI Group,”“Shareholders’ Equity,” “Equity Warrants,” “Status of Accounting Auditor” and “Policies andprocedures of the Company” in the Business Report(ii) Consolidated Financial Statements(iii) Non-consolidated Financial Statements(iv) Audit Reports (Audit Reports of the Accounting Auditor and the Audit & Supervisory Board,
including Consolidated Financial Statements)(2) If you exercise your voting rights in duplicate via both the Internet, etc. and the voting rights exercise form,
we will regard the vote cast via the Internet, etc. to be effective. If you exercise your voting rights morethan once via the Internet, etc., we will regard the last vote you cast to be the effective one.
(3) If no approval or disapproval is indicated to the respective agendas in the returned voting rights exercise-2-

(Translation)
form, it will be treated as an approval vote for the Company’s proposals.
◎◎

If attending the meeting in person, please submit the enclosed voting rights exercise form to reception.
If amendment to the items subject to measures for electronic provision arise, a notice of the amendment
and the details of the items before and after the amendment will be posted on each of the websites shown
above.

-3-

(Translation)
Request for the Exercise of Voting Rights
Exercise of voting rights at the Company’s General Meeting of Shareholders is shareholders’ important right.
Please refer to the following and exercise your voting rights by either of the following methods.
In case of not attending the General Meeting of Shareholders
To exercise your voting rights via postal mailPlease indicate your approval or disapproval to each agenda on the enclosed voting rights exercise form, andreturn the completed form.
Deadline for voting:
To be received no later than 5:15 p.m. on June 20 (Thursday), 2024 (JST).
To exercise your voting rights via the Internet, etc.
Please refer to the following page for details.
Deadline for voting:
To be received no later than 5:15 p.m. on June 20 (Thursday), 2024 (JST).
In case of attending the General Meeting of Shareholders
Please submit the enclosed voting rights exercise form to reception.
Date and time of the General Meeting of Shareholders: From 10:00 a.m. on June 21 (Friday), 2024 (JST)Treatment of Voting Rights Exercised Multiple Times
If you exercise your voting rights in duplicate via both postal mail and the Internet, etc., we will regard thevote cast via the Internet, etc. to be effective.

If you exercise your voting rights more than once via the Internet, etc., we will regard the last vote you cast
to be the effective one.

-4-

(Translation)

Instructions for the Exercise of Voting Rights via the Internet, etc.
How to scan QR code using smartphone“Smart Exercise”
1. To exercise your voting rights via smartphone,
you do not need to enter your “voting rights
exercise code” and “password.” You can log
in by reading the “QR code for login” indicatedon the slip of enclosed ballot (right side).
* “QR code” is a registered trademark of Denso
Wave Incorporated.
2. Please input approval or disapproval to each
proposal in accordance with the instructions on
the screen.

Exercising voting rights by “Smart Exercise” isavailable only once.
Please follow the instructions on the right for thesecond and subsequent login.

You can view major contents of the notice ofordinary general meeting of shareholders via yourpersonal computer or smartphone.
https://p.sokai.jp/6703/ (in Japanese)

If you have any inquiries about the operation of apersonal computer, a smartphone or a cellular phone
regarding the exercise of voting rights via theInternet, please contact on the right-hand side:

How to entervoting rights exercise code and password

How to use the voting site
Voting site:
https://soukai.mizuho-tb.co.jp/ (in Japanese)

1.

Please access the voting site.

2.

Please enter the “voting rights exercise code”
printed on the voting rights exercise form.

3.

Please enter the “password” printed on thevoting rights exercise form.

4.

Please input approval or disapproval to each
proposal in accordance with the instructions on
the screen.

Internet Help Dial, Stock Transfer Agency Department,
Mizuho Trust & Banking Co., Ltd.
Tel: 0120-768-524 (toll free, only in Japan)(Operating hours: 9:00 a.m. to 9:00 p.m.)

Institutional investors can utilize the electronic voting platform operated by ICJ, Inc.

-5-

(Translation)

To Our Shareholders■■■ Medium-Term Business Plan 2025 - First Year Completed
I would like to take this opportunity to express my sincere gratitude to our shareholders for your continued
support. I am pleased to deliver to you this notice of the 100th Ordinary General Meeting of Shareholders.
OKI solves social issues through critical Mono-zukuri (product manufacturing) and Koto-zukuri (creation ofsolutions and services) as a company “Delivering OK! to your life.”
OKI’s vision for 2031, the 150th anniversary of the company’s founding, is to provide value that leads to theresolution of social issues as a company that does not stop and contributes to the maintenance of social
infrastructure in the three fields of contribution: safe and convenient social infrastructure; job satisfaction andproductivity enhancement; and protection of the global environment.
In order to realize OKI’s vision, we have started the Medium-Term Business Plan 2025, covering the period
from FY2023 through FY2025.
The basic policy of the Medium-Term Business Plan 2025 is to “steer toward growth and break free from thedownward trend,” and in the first year in the fiscal year ended March 31, 2024, the OKI Group was able totake a firm first step forward with a significant increase in sales and profit compared to the previous year, with
net sales of ¥421.9 billion (a year-on-year improvement of ¥52.8 billion) and operating income of ¥18.7
billion (a year-on-year improvement of ¥16.3 billion). In the fiscal year ending March 31, 2025, the second
year of the Medium-Term Business Plan, we will accelerate cultural transformation and style change to further
steer the Company toward growth.
Growth business:

In Public Solutions, we will steadily secure projects mainly for firefighting,disaster prevention, roads, and TOKKI systems. In EMS, we will leverage
production capacity enhancement to respond steadily to market recovery.
Stabilizing business:
In Enterprise Solutions, we will continue to ensure the implementation of largescale projects while promoting a shift to a more resilient management structure forthe future. In Component Products, we will promote OEM expansion andrationalization of the development and production systems.
Creating future businesses: We will promote business expansion strategies for the CFB (Crystal Film
Bonding) business and promote activities at our global R&D sites as a restart ofour overseas business.
Furthermore, we will aim to sustainably increase corporate value and shareholder value by striving to improvefinancial soundness and capital efficiency through investment execution based on ROIC and strengthening ofworking capital management.
For 140 years since its founding in 1881, OKI has supported social infrastructure and made people’s lives
safer and more convenient. We will continue this path and aim for sustainable growth together with society.
I would like to sincerely ask all of our shareholders for your continued support and encouragement.
Takahiro Mori
President, Representative Director and Chief Executive Officer-6-

(Translation)■■■ Major Initiatives in the First Year of the Medium-Term Business Plan 2025
— 5 Measures in Steering toward Growth 1st Stage —Medium-Term Business Plan 2025
https://www.oki.com/en/ir/corporate/strategy/

Revision of Business Portfolio
Following the activities of the first year of the Medium-Term Business Plan, a new organization for marketingand business development has been established to further strengthen the business structure.
- We will maintain our response to existing global business, while strengthening our resources to invigorate
new business development, as well as transfer the CFB business to strengthen our global business activities.
- We will centralize new development activities across the organization and strengthen solution businessdevelopment.
We will continue to emphasize dynamic and expeditious business operations, including subsidiaries, in orderto realize structural reform of stabilizing businesses and initiatives for future growth, while steadily securing
large-scale projects.

-7-

(Translation)

Create future businesses

Innovation initiatives

Formulation of “Innovation Strategy 2025” to create future businesses andtransform corporate culture
Aiming to create businesses worth more than ¥50 billion by 2031 in four new
areas

Advanced remote operations
Real-time collaboration between people and edge
devices to realize remote operation solutions
between different operations
In line with the actual characteristics of on-site
work, OKI has developed “REMOWAY™,” anadvanced remote operation platform that combinesedge modules (ROMBOX®) with reliable wirelesscommunications to flexibly handle cooperative work
between people and edge devices in real time. Our
aim is to achieve the integrated management ofmulti-vendor robots and devices as well as
autonomous cooperation between people and robots
in various fields (security/facility management,
offices, shopping centers, plants (manufacturing),
and construction sites), thereby realizing both theincreased efficiency of various types of on-site workand business expansion.

Logistics
Advancing logistics operations with real-time
automation and overall supply chain optimization

Healthcare, medical care
Sensing and data utilization for realizing social
well-being
OKI has developed “Wellbit™,” a behavioral change
platform that encourages health-promoting behavior
through real-time notifications of messages in linewith each person’s behavioral characteristics atappropriate times. Utilizing this technology, OKI
has commercialized “Wellbit™Sleep,” a behavioral
change service that improves sleep habits. By
doing so, we will support healthy sleep for many
people and contribute to supporting a Japanesesociety where people can work vigorously.

CFB
Realizing new displays and devices with CFB
technology for bonding dissimilar materials
By applying “CFB (Crystal Film Bonding)”—ourdissimilar semiconductor material bonding
technology, which we cultivated in the LED printerbusiness—we create unique micro-LED displays, we
support semiconductor-device-industry combination(More than Moore) with bonding technology, andwe thereby contribute to increasing thesophistication of semiconductor devices. OKI does
not take on challenges such as the above alone.
Instead—by pursuing co-creation with ourcustomers and partners—we use CFB as a catalyst to
make new combinations of different materials,
industries, and ideas, thereby contributing to theopen innovative development of micro-LED
displays as well as increased added value forsemiconductor devices.

-8-

OKI aims to resolve site-level issues while
promoting digital transformation efforts and utilizing
real-time AI processing to optimize the overall
supply chain. In March of 2023, as a result of the
Yume Pro process, we commercialized the delivery
plan optimization service “LocoMoses®,” whichuses AI to achieve more efficient deliveries in
response to “2024 logistics problems.” In addition,in terms of warehouse work, we are focusing on the
problem of shipping work grinding to a halt as aresult of freight temporarily getting lost, and we areaiming to achieve simple location management by
utilizing sensing technology to automatically track
the position of freight.

(Translation)
Providing sustainable, safe and convenient social infrastructure through“Edge Platform”
The “Edge Platform” technology concept is being steadily strengthened in each business segment under the
Medium-Term Business Plan 2025 through “data sharing” and “standardization of components.” By 2031,
while incorporating global technological innovation, we aim to contribute to diverse businesses and provide asustainable, safe, and convenient social infrastructure by accelerating the combination of “components” and“data” that transcend business segments.
Technology strategy

Innovation and Technology Strategy Meeting Briefing Materials
https://www.oki.com/en/ir/data/presen/

Restarting overseas
Restart company-wide product development and R&D activities forbusiness
technologies and products from a global perspective
We will position our overseas sales companies as front-line bases for all of OKI, not only to expand sales ofexisting products but also to develop company-wide products. What is even more important is R&D
activities for technologies and products from a global perspective. As a first step, we will open overseas
technology sites to search for the latest technologies and find partners.

Strengthen sales, technology, and production functions
The OKI Group continues to build a structure that enables the group as a whole to demonstrate its collective
strengths. The sales and promotion divisions underwent organizational restructuring to further strengthen
integrated operations with business divisions. In the business operations divisions, sales process operations
were integrated, and a new organization was established to standardize and streamline business processes.
We are also promoting activities across the board to maximize efficiency and optimize QCD (quality, cost,delivery) and supply chains at all plants and facilities. In technology development, in line with ourtechnology strategy, we are continuing research and development of platforms that can be used for various
businesses and products that transverse business segments.

Improve financial foundation and effective investment
We will execute investments for business expansion premised on improving our financial foundation andmaintaining our BBB credit rating. We will increase profits by steadily reaping the benefits of rollover andlarge-scale projects from the previous Medium-Term Business Plan period. We will also normalize working
capital, which has become excessive due to supply chain effects, and optimize our held assets by selling
policy-held stocks and other measures. We will also return profits to shareholders, reduce interest-bearing
debts, and make steady capital investments in a balanced manner, including aggressive capital investments ingrowth businesses.

-9-(Translation)

Practicing sustainability management
The OKI Group will steadily advance its sustainability initiatives through practicing sustainability
management of the updated Material Issues (Materiality) in conjunction with the announcement of theMedium-Term Management Plan 2025.

■ Environment
Revised “OKI Group Environmental Vision 2030/2050” with a view toward 2050
Regarding the greenhouse gas emission reduction targets for FY2030 set forth in “OKI Group Environmental
Vision 2030/2050,” our medium- to long-term environmental goals, we obtained SBT certification from theinternational Science Based Targets Initiative (SBTi) in November 2023 for emissions reduction targets
grounded in science for achieving the 1.5°C target of the Paris Agreement. In February 2024, the Board of
Directors deliberated and made resolutions on revisions, such as reducing CO₂ emissions not only from ourown sites but from the entire value chain to net zero by fiscal 2050.
OKI Group Environmental Vision 2030/2050 (Overview)(1) Prevention of global warming SDGs 7 and 13
FY2030: 42% CO2 emissions reduction at OKI sites and 25% CO2 emissions reduction at
suppliers and from the use of products (compared to FY2020)
FY2050: Net zero CO2 emissions at OKI site and the entire value chain
Net zero power consumption by new products(2) Contribution to achieving SDGs
SDGs 3, 6, 7, 9, 11, 12, 13 and 14
FY2030: Through the following activities,
contribute to achieving the targeted reductions in environmental impact set out by the 2030
SDGs(i) Generate innovative products and services and provide solutions conducive to resolving awide range of environmental issues(ii) Realize innovative technologies for manufacturing and creating things in the value chain,including workplaces
FY2050: In addition to preventing global warming and adapting to climate change, we will promote
innovation in products and services that contribute to solving environmental issues, andsupport social infrastructure by promoting development and provision.

- 10 -

(Translation)■ Society
Promoting Measures to Encourage Diverse Human Resources to Proactively Take on
Challenges
The OKI Group defines “OKI Well-being” as a state in which “workplaces offering
psychological safety,” “mental and physical health,” and “fostering of job satisfaction” arerealized, and is working to create an environment and transform its organizational culture
in which diverse human resources can proactively take on challenges. Furthermore, inorder to improve organizational performance and create new value, in April 2023, for the
first time in 20 years, the OKI Group changed the grading system for management
positions with the aim of assigning personnel according to their aptitude, and for the firsttime in eight years, we reviewed compensation levels and raised them by an average ofabout 8%. Also, we are working to expand diverse learning opportunities to support thegrowth of every employee. In addition, from the perspective of promoting the use of socalled childcare leave by men, in October 2022, OKI introduced “Baby8 leave,” a systemthat allows employees to take up to 25 days of paid leave to care for a child within eightweeks after birth during the relevant period. In FY2023, the childcare leave utilization
rate for male employees at OKI was 78.6%.

Character toPromote Childcare
Leave by Men
Baby8-chan
Designed by an
employee of our
special subsidiary OKI
WorkWelFor more information on the OKI Group’s sustainability initiatives, please refer to our website and the
OKI Report 2023
Sustainability
https://www.oki.com/en/sustainability/

OKI Report 2023
https://www.oki.com/en/sustainability/report/index.html- 11 -

(Translation)■■■Business Results for FY2023 and Future Outlook
In the fiscal year ended March 31, 2024, net sales were ¥421.9 billion (a year-on-year improvement of 14.3%
or ¥52.8 billion). The increase was due to a reduction in the impact of the production decline caused bydifficulties in procuring parts and materials, and an increase in the volume of large-scale projects in theEnterprise Solutions business. On the profit front, despite an increase in fixed costs due to personnel
expenses and growth investments, operating income was ¥18.7 billion (a year-on-year improvement of ¥16.3
billion or 677.8%), due to increased sales and steady implementation of price optimization. Even excluding
the one-time gain of ¥4.3 billion from the reversal of allowance for doubtful accounts for ATM claims in
China, which was recorded in the first quarter of the fiscal year, profit increased year on year. Ordinary
income was ¥18.3 billion (a year-on-year improvement of ¥18.6 billion from the previous year), mainly due toan improvement in foreign exchange gains and losses. Profit attributable to owners of the parent was ¥25.6
billion (a year-on-year improvement of ¥28.4 billion) due to the recording of income taxes-deferred (gain).
The earnings forecast for the fiscal year ending March 31, 2025 is as follows: net sales are expected toincrease by ¥38.1 billion year-on-year to ¥460 billion, operating income is expected to decrease by ¥2.7
billion to ¥16.0 billion, ordinary income is expected to decrease by ¥3.8 billion to ¥14.5 billion, and profit
attributable to owners of parent is expected to decrease by ¥16.1 billion to ¥9.5 billion. We plan to achieve
higher net sales and operating income in real terms, excluding one-time factors for the fiscal year underreview. In the next fiscal year, we will steadily execute large-scale projects in Public Solutions including
firefighting and TOKKI systems, and work to achieve the plan.
<Reference>

Financial highlights
Net sales andoverseas sales ratio¥421.9 billion

11.8%

Operating income andoperating profit margin¥18.7 billion

4.4%

Financial Results for FY2023
https://www.oki.com/en/ir/data/presen/- 12 -

Profit attributable to owners ofparent and return on equity (ROE)¥25.6 billion

21.4%

(Translation)

Reference Documents for the General Meeting of Shareholders
Agenda Items and Reference Matters
Agenda Item 1:

Appropriation of Surplus

The Company has given consideration to matters including the business performance of the fiscal year
under review, business earnings projections for the next fiscal year (FY2024), the Company’s financial position,etc., and it proposes to pay year-end dividends for the fiscal year under review as follows.
1.

Type of dividend asset
Cash

2.

Allocation of dividend assets and total amount of dividends
Common stock of the Company¥30 per share
Total dividends¥2,600,263,740

3.

Effective date of dividend of surplus
June 24, 2024

(Reference) Dividend Policy
The Company regards the return of profits to shareholders as one of its most important management policies.
In terms of dividends, while maintaining the continuity of stable dividends as a basic policy, we will determine the dividend
amount by comprehensively considering the cash flow situation based on business performance and investments necessary for future
growth (capital investment, research and development investment, human capital investment) and the level of retained earnings. We
will continue to strive to enhance shareholder returns while strengthening our financial base.

- 13 -

(Translation)
Agenda Item 2:

Election of Eight (8) Directors

The tenure of office of all eight (8) Directors will expire at the conclusion of this general meeting ofshareholders. Accordingly, the Company proposes the election of eight (8) Directors, and the candidates areshown as follows. The candidates for Directors have been approved by the Board of Directors after
deliberation by the Personnel Affairs and Compensation Advisory Committee.

Candidate number 1

Candidate number 2

Candidate number 3

Candidate number 4

Shinya Kamagami

Re-election
InsideCandidate number 5

Shigeru Asaba

Re-election
OutsideIndependent

Current position/responsibility in the Company
Director and Chairman of the Board

Current position/responsibility in the Company
Independent Outside Director

Number of attendance atmeetings of the Board of
Directors

100%(13 out of 13 times)

Number of attendance atmeetings of the Board of
Directors

100%(13 out of 13 times)

Number of years in office

10 years

Number of years in office

7 years

Takahiro Mori

Re-election
InsideTamotsu Saito

Re-election
OutsideIndependent

Candidate number 6

Current position/responsibility in the Company
President, Representative Director and Chief
Executive Officer

Current position/responsibility in the Company
Independent Outside Director

Number of attendance atmeetings of the Board of
Directors

100%(13 out of 13 times)

Number of attendance atmeetings of the Board of
Directors

100%(13 out of 13 times)

Number of years in office

2 years

Number of years in office

6 years

Teiji Teramoto

Re-election
InsideIzumi Kawashima

Re-election
OutsideIndependent

Candidate number 7

Current position/responsibility in the Company
Senior Executive Vice President, Representative
Director
Chief Compliance Officer
Chief Financial Officer
Chief Human Resource Officer
Internal Control Administrator

Current position/responsibility in the Company
Independent Outside Director

Number of attendance atmeetings of the Board of
Directors

100%(10 out of 10 times)

Number of attendance atmeetings of the Board of
Directors

100%(13 out of 13 times)

Number of years in office

1 yearNumber of years in office

6 years

Yuichiro Katagiri

Newly nominatedInsideMakoto Kigawa

Re-election
OutsideIndependent

Candidate number 8

Current position/responsibility in the Company
Executive Vice President
Chief Quality Officer, Chief Environmental Officer
Construction Business Executive Officer
Head of Cross Industry Business Center
President, OKI Software Co., Ltd.

Current position/responsibility in the Company
Independent Outside Director

Number of attendance atmeetings of the Board of
Directors–%( – out of – times)

Number of attendance atmeetings of the Board of
Directors

100%(13 out of 13 times)

Number of years in office– years

Number of years in office

5 years- 14 -

(Translation)
Number of years in office as Director:

Candidatenumber

1

Shinya Kamagami

10 years(as of the conclusion of this general meeting of shareholders)Number of attendance at meetings of the Board of Directors(the year under review):
13 out of 13 times(100%)
Number of Oki shares held:
Common stock:
17,600 shares

Brief personal profile, position and responsibility in the Company andsignificant concurrent positions
Apr. 1981
Joined Oki Electric Industry Co., Ltd.
Apr. 2001

Manager, Hardware Development Department No. 2, Terminal Systems Division,
Systems Solution Company

Apr. 2005

Head of Systems Hardware Development Division, Systems Hardware Company,
Systems Networks Business Group

Apr. 2011

Executive Officer

Apr. 2012
Senior Vice President(Born on February 9, 1959)
Jun. 2014
Senior Vice President and Member of the Board[Re-election]
Apr. 2016
President, Representative Director
Expected knowledge andApr. 2022
Representative Director and Chief Executive Officer
experience
Corporate management
Apr. 2023
Director and Chairman of the Board (incumbent)
MarketingTechnology & innovation Reason for the selection of candidate for Director
Legal affairs &Based on his past experience serving in business divisions and headquarters divisions, Mr. Shinyarisk management
Kamagami has the knowledge and experience to decide important matters and supervise the business
Manufacture & SCM
execution of Directors and Executive Officers in an appropriate, fair, and efficient manner. Mr.
Kamagami assumed the office of Director in June 2014, and had been engaging in management of
the Company as President and Representative Director since fiscal 2016, and as Representative
Director and Chief Executive Officer in fiscal 2022. He has been providing the management teamwith support and advice as Director and Chairman of the Board since fiscal 2023. He is nominatedas a candidate for Director as it is expected that, as a member of the Board of Directors, he willcontinue to share information with other Directors and strengthen the decision-making function.

- 15 -

(Translation)
Number of years in office as Director:

Candidatenumber2

Takahiro Mori

2 years(as of the conclusion of this general meeting of shareholders)Number of attendance at meetings of the Board of Directors(the year under review):
13 out of 13 times(100%)
Number of Oki shares held:
Common stock:
7,200 shares

Brief personal profile, position and responsibility in the Company andsignificant concurrent positions
Apr. 1988
Joined Oki Electric Industry Co., Ltd.
Nov. 2006

General Manager of Partner Business Dept, Domestic Sales Division, Oki Data
Corporation

Oct. 2017

Director, Deputy Head of Product Development and Business Division, and Headof Office Printing Department, Oki Data Corporation

Apr. 2019

Managing Executive Officer, Head of Product Development and Business Division,
Oki Data Corporation(Born on August 29, 1964)[Re-election]

Oct. 2019

Managing Executive Officer, Head of Product Development and Business Division,and Head of Domestic Sales Division, Oki Data Corporation

Expected knowledge andexperience
Corporate management
MarketingTechnology & innovation
Human resourcesmanagement
Legal affairs &risk management

Apr. 2020

Representative Director and President, Oki Data Corporation and Executive
Officer, Oki Electric Industry Co., Ltd.

Apr. 2021

Executive Officer, Head of Business Collaboration Division, Components &Platforms Business Group, Oki Electric Industry Co., Ltd.

Apr. 2022

President and Chief Operating Officer

Jun. 2022

President, Representative Director and Chief Operating Officer

Apr. 2023

President, Representative Director and Chief Executive Officer (incumbent)

Reason for the selection of candidate for Director
Mr. Takahiro Mori has knowledge and experience necessary for deciding important matters for theCompany and supervising job execution by Directors and Executive Officers in an appropriate, fairand efficient manner, based on his past experience in marketing divisions and the management of a
subsidiary, etc. Mr. Mori assumed the office of Executive Officer at the Company and the office ofPresident at Oki Data Corporation in fiscal 2020. He has taken charge of the Company’s
management as President, Representative Director and Chief Operating Officer since fiscal 2022 andas Chief Executive Officer since fiscal 2023. He is nominated as a candidate for Director as it isexpected that, as a member of the Board of Directors, he will continue to share information withother Directors and strengthen the decision-making function.

- 16 -

(Translation)
Number of years in office as Director:

Candidatenumber3

Teiji Teramoto

1 year(as of the conclusion of this general meeting of shareholders)Number of attendance at meetings of the Board of Directors(the year under review):
10 out of 10 times(100%)
Number of Oki shares held:
Common stock:
5,100 shares

Brief personal profile, position and responsibility in the Company andsignificant concurrent positions
Apr. 1985
Joined The Fuji Bank, Ltd.

(Born on June 10, 1962)[Re-election]
Expected knowledge andexperience
MarketingGlobalFinance & accounting
Legal affairs &risk management

Apr. 2013

Executive Officer, General Manager, Investment Banking Coordination Division,
Mizuho Financial Group, Inc. & Mizuho Bank, Ltd.

Apr. 2014

Executive Officer, Europe, Middle East and Africa, Mizuho Bank, Ltd.

Apr. 2015

Managing Executive Officer, Head of Europe, Middle East and Africa, Mizuho
Financial Group, Inc. & Mizuho Bank, Ltd.

Apr. 2017Managing Executive Officer, Mizuho Financial Group, Inc. and Managing
Executive Officer, Head of Global Corporate Division, Mizuho Bank, Ltd.

Apr. 2018

Senior Managing Executive Officer, Head of the Americas, Mizuho Financial
Group, Inc. & Mizuho Bank, Ltd.

Jul. 2021

Senior Vice President, Deputy Head of Marketing & Sales Group, and Deputy
Head of Components & Platforms Business Group, Oki Electric Industry Co., Ltd.

Apr. 2022

Senior Vice President, Head of Marketing & Sales Group, Deputy Head ofComponents & Platforms Business Group, and Head of Business Collaboration
Division

Apr. 2023

Executive Vice President

Jun. 2023

Executive Vice President and Member of the Board

Apr. 2024

Senior Executive Vice President, Representative Director, Chief Compliance
Officer, Chief Financial Officer, Chief Human Resource Officer, Internal Control
Administrator (incumbent)

Reason for the selection of candidate for Director
Mr. Teiji Teramoto has abundant experience and broad insight gained as Senior Managing Executive
Officer at Mizuho Financial Group, Inc., which the candidate comes from, and is familiar with theglobal business and governance on which the Company focuses. Moreover, Mr. Teramoto has theknowledge and experience to decide important matters of the Company and supervise the businessexecution of Directors and Executive Officers in an appropriate, fair, and efficient manner. As acore member of management, since fiscal 2023, he has served as Executive Vice President andOfficer in charge of Marketing & Sales and Global Business & Marketing, in June 2023, he assumed
the office of Director, and since fiscal 2024, he has served as Senior Executive Vice President andRepresentative Director. He is nominated as a candidate for Director as it is expected that, as amember of the Board of Directors, he will continue to share information with other Directors andstrengthen the decision-making function.

- 17 -

(Translation)
Number of years in office as Director:

Candidatenumber4

Yuichiro Katagiri–(as of the conclusion of this general meeting of shareholders)Number of attendance at meetings of the Board of Directors(the year under review):– out of – times(–%)
Number of Oki shares held:
Common stock:
5,500 shares

Brief personal profile, position and responsibility in the Company andsignificant concurrent positions
Apr. 1984
Joined Oki Electric Industry Co., Ltd.

(Born on August 9, 1961)[Newly nominated]
Expected knowledge andexperience
MarketingTechnology & innovation
Legal affairs &risk management
Manufacture & SCM

Apr. 2000

Manager, SE Department, Intelligent Transport Systems Division, Systems Solution
Company

Apr. 2008

Senior Manager of Business Promoting Department, Government & Public
Solutions Division, System Solutions Company, Information System BusinessGroup, Systems Network Group

Apr. 2011

Senior Manager of Intelligent Transport Systems & Safety Systems Department,
Public Systems Business Division

Apr. 2015

Executive Officer, Deputy Head of Public Systems Business Division, Senior
Manager of Next Social Infrastructure Business Planning Taskforce

Apr. 2020

Senior Executive Officer, Deputy Head of Solution Systems Business Group

Apr. 2022

Senior Vice President, Head of Solution Systems Business Group

Apr. 2023

Senior Vice President, Chief Quality Officer (incumbent), Chief Environmental
Officer (incumbent), Construction Business Executive Officer (incumbent)
President, OKI Software Co., Ltd. (incumbent)

Apr. 2024

Executive Vice President (incumbent), Head of Cross Industry Business Center(incumbent)

Reason for the selection of candidate for Director
Based on his past experience serving in social infrastructure and information and communication
business divisions, software divisions, and subsidiary management, Mr. Yuichiro Katagiri has theknowledge and experience to decide important matters and supervise the business execution of
Directors and Executive Officers in an appropriate, fair, and efficient manner. He has been playing
a core role in management by serving as Executive Vice President, Chief Quality Officer, Chief
Environmental Officer and Construction Business Executive Officer since fiscal 2024. He is
nominated as a candidate for Director as it is expected that, as a member of the Board of Directors,
he will share information with other Directors and strengthen the decision-making function.

- 18 -

(Translation)

Number of years in office as Director:

Candidatenumber5

Shigeru Asaba

7 years(as of the conclusion of this general meeting of shareholders)Number of attendance at meetings of the Board of Directors(the year under review):
13 out of 13 times(100%)
Number of Oki shares held:
Common stock:
2,400 shares

Brief personal profile, position and responsibility in the Company andsignificant concurrent positions
Apr. 1992
Associate Professor, Faculty of Economics, Gakushuin University(Born on May 21, 1961)[Re-election][Outside][Independent]
Expected knowledge andexperience
MarketingTechnology & innovation
Human resourcesmanagement

Mar. 1994

Ph.D., Economics, University of Tokyo

Apr. 1997

Professor, Faculty of Economics, Gakushuin University

Apr. 2013

Professor, Graduate School of Commerce, Waseda University

Apr. 2016

Professor, Waseda Business School (Graduate School of Business and Finance)(incumbent)

Jun. 2016

Outside Director, Nippon Beet Sugar Manufacturing Co., Ltd. (incumbent)

Sep. 2016

Dean, Waseda Business School (Graduate School of Business and Finance)

Jun. 2017

Outside Director, Oki Electric Industry Co., Ltd. (incumbent)

Reason for the selection of candidate for Outside Director and expected role, etc.
Mr. Shigeru Asaba is currently a professor of Waseda Business School (Graduate School of Businessand Finance). Mr. Asaba has academic expertise in business in general and high ethical standards
through his specialist knowledge in the fields of industrial organizations, corporate strategy,
competitive strategy, ownership structures, corporate governance and corporate conduct. In
addition, he has a high degree of independence from the management team, experience as an outside
director of other companies, and serves as the chairman of the Personnel Affairs and Compensation
Advisory Committee. Based on the above, and particularly on his academic expertise in all aspectsof business, including marketing and innovation, Mr. Asaba is nominated as a candidate for Outside
Director as it is expected that he will contribute to the deepening of deliberations on the progress of
Medium-Term Business Plan, oversight of the medium- to long-term strategy and development planof successors, and improvement of risk and crisis response at the Board of Directors meetings.
Although he has never had experience of being involved in corporate management other than as an
outside officer, the Company determined that he will be able to carry out the duties of Outside
Director appropriately for the aforementioned reason.
Significant concurrent positions and business relationships with the Company
Position/
responsibilities at Category
Business relationshipthe entity
Nippon Beet Sugar
Outside Director Listed
There are no business relationships between
Manufacturing Co., Ltd.
Nippon Beet Sugar Manufacturing Co., Ltd.
and OKI Group.
Entity- 19 -

(Translation)
Number of years in office as Director:

Candidatenumber6

6 years(as of the conclusion of this general meeting of shareholders)Number of attendance at meetings of the Board of Directors(the year under review):
13 out of 13 times(100%)
Number of Oki shares held:
Common stock:
6,700 shares

Tamotsu Saito

Brief personal profile, position and responsibility in the Company andsignificant concurrent positions
Apr. 1975
Joined Ishikawajima-Harima Heavy Industries Co., Ltd.

(Born on July 13, 1952)[Re-election][Outside][Independent]
Expected knowledge andexperience
Corporate management
MarketingTechnology & innovation
Human resourcesmanagement
GlobalLegal affairs &risk management
Manufacture & SCM

Jun. 2006

Executive Officer, Vice President of Aero-Engine & Space Operations

Apr. 2008

Director, Executive Officer, President of Aero-Engine & Space Operations, IHI
Corporation

Apr. 2011

Executive Vice President

Apr. 2012

President

Apr. 2016

Chairman of the Board

Jun. 2017

Outside Director, JAPAN POST INSURANCE Co., Ltd.

Jun. 2018

Outside Director, Oki Electric Industry Co., Ltd. (incumbent)

Apr. 2020

Director, IHI Corporation

Jun. 2020

Advisor

Jun. 2021

Outside Director, Furukawa Electric Co., Ltd. (incumbent)

Jun. 2022

Outside Director, KAJIMA CORPORATION (incumbent)

Apr. 2023

Chairman, New Energy and Industrial Technology Development Organization(incumbent)

Apr. 2024

Senior Advisor, IHI Corporation (incumbent)

Reason for the selection of candidate for Outside Director and expected role, etc.
As a long-time representative director of IHI Corporation and a business leader not only in theindustry but also in Japan, Mr. Tamotsu Saito has a wealth of management experience and highethical standards in the manufacturing industry. In addition, he has a high degree of independence
from the management team, experience as an outside director of other companies, and serves as themember of the Personnel Affairs and Compensation Advisory Committee. Based on the above, andparticularly on his manufacturing, development and global management experience, he is nominatedas a candidate for Outside Director as it is expected that he will contribute to the deepening ofdeliberations on the progress of Medium-Term Business Plan, oversight of the medium- to long-term
strategy and the development plan of successors, and improvement of risk and crisis response at theBoard of Directors meetings.
Significant concurrent positions and business relationships with the Company
Position/
responsibilities at Category
Business relationshipthe entity
IHI Corporation
Senior Advisor
ListedThe volume of transactions between IHI
Corporation and OKI Group accounts forless than 1% of each company’s net sales.
Furukawa Electric Co., Outside Director Listed
The volume of transactions between
Ltd.
Furukawa Electric Co., Ltd. and OKI Groupaccounts for less than 1% of eachcompany’s net sales.
KAJIMA
Outside Director Listed
The volume of transactions between
CORPORATION
KAJIMA CORPORATION and OKI Groupaccounts for less than 1% of eachcompany’s net sales.
Entity- 20 -

(Translation)
New Energy andIndustrial Technology
Development
Organization

Chairman- 21 -Other

The volume of transactions between New
Energy and Industrial Technology
Development Organization and OKI Groupaccounts for less than 1% of eachcompany’s net sales.

(Translation)
Number of years in office as Director:

Candidatenumber7

6 years(as of the conclusion of this general meeting of shareholders)Number of attendance at meetings of the Board of Directors(the year under review):
13 out of 13 times(100%)
Number of Oki shares held:
Common stock:
1,300 shares

Izumi Kawashima

Brief personal profile, position and responsibility in the Company andsignificant concurrent positions
Mar. 1985
Left Graduate School of Law, Waseda University after completing a doctoral
course(Born on June 25, 1955)[Re-election][Outside][Independent]
Expected knowledge andexperience
Human resourcesmanagement
Legal affairs &risk management

Apr. 1989

Associate Professor, Faculty of Economics, Gifu Keizai University

Apr. 1996

Professor, School of Law, Senshu University

Sep. 2004

Professor, Faculty of Social Sciences, Waseda University (incumbent)

Jun. 2016

Outside Director, Oki Electric Cable Co., Ltd.

Jun. 2018

Outside Director, Oki Electric Industry Co., Ltd. (incumbent)

Aug. 2023

Outside Director, TAKARA & COMPANY LTD. (incumbent)

Reason for the selection of candidate for Outside Director and expected role, etc.
Ms. Izumi Kawashima is currently a professor of the Faculty of Social Sciences at Waseda
University. She specializes in commercial law (mainly the Companies Act) and the Financial
Instruments and Exchange Act, and particularly has academic specialist knowledge relating to theCompanies Act and corporate governance as well as high ethical standards. In addition, she has ahigh degree of independence from the management team, and has devoted her energies to the displayof the Board of Directors functions as the chairperson of the Company’s Board of Directors sinceJune 2021. Ms. Kawashima also has experience as an outside director of other companies, andserves as a member of the Personnel Affairs and Compensation Advisory Committee. Based on theabove, and particularly on her knowledge as a legal expert in the Companies Act and the Financial
Instruments and Exchange Act, etc., she is nominated as a candidate for Outside Director as it isexpected that she will contribute to the deepening of deliberations on the progress of Medium-TermBusiness Plan, oversight of the medium- to long-term strategy and the development plan ofsuccessors, and improvement of risk and crisis response at the Board of Directors meetings.
Although she has never had experience of being involved in corporate management other than as an
outside officer, the Company determined that she will be able to carry out the duties of Outside
Director appropriately for the aforementioned reason.
Significant concurrent positions and business relationships with the Company
EntityTAKARA &COMPANY LTD.

Position/
responsibilities at Category
Business relationshipthe entity
Outside Director Listed
There are no business relationships between
TAKARA & COMPANY LTD. and OKI
Group.

- 22 -

(Translation)
Number of years in office as Director:

Candidatenumber8

5 years(as of the conclusion of this general meeting of shareholders)Number of attendance at meetings of the Board of Directors(the year under review):
13 out of 13 times(100%)
Number of Oki shares held:
Common stock:
1,100 shares

Makoto Kigawa

Brief personal profile, position and responsibility in the Company andsignificant concurrent positions
Apr. 1973
Joined The Fuji Bank, Ltd.
Apr. 2004

Managing Director, Mizuho Corporate Bank, Ltd.

Mar. 2005

Resigned Mizuho Corporate Bank, Ltd.

Nov. 2005

Representative Managing Director, Yamato Holdings, Co., Ltd.

Apr. 2011

Representative Director, Executive Officer and President

Jun. 2016

Outside Director, Komatsu Ltd.

(Born on December 31, 1949) Apr. 2018
[Re-election]
Jun. 2018[Outside]
Jun. 2019[Independent]
Expected knowledge andexperience
Corporate management
Marketing
Human resourcesmanagement
Finance & accounting
Legal affairs &risk management
Manufacture & SCM

Chairperson of the Board of Directors, Yamato Holdings, Co., Ltd.
Outside Director, Seven Bank, Ltd. (incumbent)
Outside Director, Oki Electric Industry Co., Ltd. (incumbent), Special Advisor,
Yamato Holdings, Co., Ltd.

Apr. 2020

Outside Corporate Auditor, The Higo Bank, Ltd.

Jun. 2021

Outside Director, The Higo Bank, Ltd. (incumbent)

Jun. 2022

External Board Member, ICMG Co., Ltd. (incumbent)

Jun. 2023

Associate Director, Yamato Holdings, Co., Ltd.

Reason for the selection of candidate for Outside Director and expected role, etc.
After serving as an officer at a financial institution, Mr. Makoto Kigawa served as Representative
Director of Yamato Holdings Co., Ltd. for more than ten years, and has extensive management
experience and high ethical standards, mainly in the logistics industry, including the transformationof business models using ICT. In addition, he has a high degree of independence from the
management team, experience as an outside director of other companies, and serves as the memberof the Personnel Affairs and Compensation Advisory Committee. Based on the above, andparticularly on his supply chain management and risk management experience, he is nominated as a
candidate for Outside Director as it is expected that he will contribute to the deepening ofdeliberations on the progress of Medium-Term Business Plan, oversight of the medium- to long-term
strategy and the development plan of successors, and improvement of risk and crisis response at theBoard of Directors meetings.
Significant concurrent positions and business relationships with the Company
EntitySeven Bank, Ltd.
The Higo Bank, Ltd.

ICMG Co., Ltd.

Position/
responsibilities at Category
Business relationshipthe entity
Outside Director Listed
There are no business relationships between
Seven Bank, Ltd. and OKI Group.
Outside Director Unlisted The volume of transactions between The
Higo Bank, Ltd. and OKI Group accounts
for less than 1% of each company’s net
sales.
External Board
Unlisted There are no business relationships between
MemberICMG Co., Ltd. and OKI Group.

- 23 -

(Translation)
Notes:
1. There is no special conflict of interest between each candidate and the Company.
2. Mr. Shigeru Asaba, Mr. Tamotsu Saito, Ms. Izumi Kawashima, and Mr. Makoto Kigawa are candidates for outside directors.
3. Mr. Tamotsu Saito served as a director of IHI Corporation from April 2008 to June 2020. During the term of office, it was revealed
that the inspections of the maintenance of commercial aircraft engines were performed inappropriately. In March 2019, theMinistry of Economy, Trade and Industry ordered that IHI Corporation conduct the necessary repairs in an approved manner
pursuant to the Aircraft Manufacturing Industry Act. In April 2019, IHI Corporation received a business improvement order from
the Ministry of Land, Infrastructure, Transport and Tourism in accordance with the Civil Aeronautics Law. IHI Corporation
announced in April 2024 that there had been manipulation of some test records undertaken during the manufacturing process for
products such as diesel engines manufactured by its subsidiaries. IHI Corporation has established a special investigationcommittee and is working towards determining the cause and formulating measures to prevent recurrence. It came to light that at
JAPAN POST INSURANCE Co., Ltd., where Mr. Saito served as an outside director from June 2017 to June 2023, there was acase pertaining to contract transfers, etc. where it is possible to have caused a loss without acting in accordance with customers’
wishes. With regard to this case, the aforementioned company received administrative sanctions from the Financial Services
Agency on December 27, 2019 based on the Insurance Business Act. However, Mr. Saito fulfilled his duties by continuously
making proposals from the viewpoint of legal compliance, and after this case came to light, he made proposals, etc. in order toprotect customers and prevent recurrence.
4. Mr. Makoto Kigawa served as a director of Yamato Holdings Co., Ltd. until June 2019. In February 2017, the Yamato Groupstarted to investigate the actual labor hours of employees and found out various problems remained unrecognized, such as no enoughbreaks for many employees. Because this situation was considered to be serious, the Yamato Group has been promoting workstyle reforms, for example, “improve and strictly conduct labor management” and “promote a work-life balance,” and implementing
various structural reforms. Yamato Home Convenience Co., Ltd., a consolidated subsidiary of Yamato Holdings Co., Ltd., madepayment requests in an inappropriate manner in violation of contract provisions when it provided relocation services to employeesof its corporate customers. In January 2019, it became subject to an administrative disposition and received a business
improvement order from the Ministry of Land, Infrastructure, Transport and Tourism. Yamato Holdings Co., Ltd. has striven tobuild the necessary structure to prevent Yamato Home Convenience Co., Ltd. from facing similar situations and to strengthen
governance in order to enhance the soundness of group management.
5. The Company has entered into a liability limitation agreement with Mr. Shigeru Asaba, Mr. Tamotsu Saito, Ms. Izumi Kawashima,
and Mr. Makoto Kigawa. The outline of the agreement is provided in “Company Officers” of the Business Report. If theirreappointment is approved, the Company will continue this agreement with them.
6. The Company has entered into a directors and officers liability insurance policy, naming all Directors as insured, and a summary of
it is shown in “Company Officers” of the Business Report. The Company plans to continue and renew this policy, and if theappointment of each candidate is approved and they are appointed as Directors, each candidate will be insured under the policy.
7. Mr. Shigeru Asaba, Mr. Tamotsu Saito, Ms. Izumi Kawashima, and Mr. Makoto Kigawa are independent officers based on theterms of the Tokyo Stock Exchange. If their reappointment is approved, they will continue to be independent officers. Pleaserefer to the Company’s website for its independence criteria. (https://www.oki.com/en/ir/corporate/governance/officers.html)- 24 -

(Translation)(Reference)

Skills Matrix for the Board of Directors Following the Approval of Agenda Item 2 (Plan)

The Company thinks that skills its Board of Directors needs as a whole for performing its roles and fulfilling its responsibilities
become satisfied when respective Directors display their abilities by making the most of knowledge and experience expected fromthem according to the Company’s management philosophy, vision and management plans, etc.

OutsideInsideThe Company expects the display of skills in the following fields in particular.
・ “Corporate management,” such as management strategy, business management and business strategy, for increasing the earning
power of businesses and strengthening the governance structure・ “Marketing” for promoting the development of eco-systems in collaboration with customers
・ “Technology & innovation” for developing new businesses toward the goals of further business development and growth・ “Human resources management” for securing human resources necessary for sustainable growth and cultivating abilities, thereby
giving employees job satisfaction and enabling them to display abilities
・ “Global” viewpoints for globalizing operations indispensable for securing growth opportunities
・ “Finance & accounting” and “Legal affairs & risk management” that act as the basis for making decisions related to management
and business activities
・ “Manufacture & SCM” that act as important management bases in strengthening manufacturing and enhancing competitivenesscomprising the Company’s strengths
Corporate
management

MarketingTechnology &innovation

Shinya Kamagami(Male)●●●

Takahiro Mori
(Male)

●

●

●

Human
resources
management●

Yuichiro Katagiri(Male)●●

Shigeru Asaba(Male)

〇

〇

〇

〇

〇

〇

〇

●

Izumi Kawashima(Female)Makoto Kigawa(Male)

Finance &accounting●

Teiji Teramoto(Male)

Tamotsu Saito(Male)

Global〇〇Manufacture
& SCM

●

●

●
●

●

〇

〇
〇

Legal affairs& riskmanagement

●
●

●

〇

〇

〇
〇

〇

The above list does not represent all knowledge and experience respective individuals have.
●Required skills for Directors that have been acquired as a result of business execution experience at the OKI Group (up to five skills)〇
Outside experience and specialist knowledge the Company expects in particular- 25 -〇

(Translation)
Agenda Item 3:Election of Two (2) Audit & Supervisory Board Members

The tenure of office of Audit & Supervisory Board Members Hideo Shiwa and Ryuichi Makino will
expire at the conclusion of this general meeting of shareholders. Accordingly, the Company proposes theelection of two (2) Audit & Supervisory Board Members, and the candidates are shown as follows.
This agenda has been approved by the Audit & Supervisory Board.
Number of years in office as Audit & Supervisory Board Member:

Candidatenumber1–(as of the conclusion of this general meeting of shareholders)Number of attendance at meetings of the Board of Directors(the year under review):– out of – times(–%)
Number of attendance at meetings of the Audit & Supervisory Board(the year under review):– out of – times(–%)
Number of Oki shares held:
Common stock:0 shares

Yasuyuki Oda

Brief personal profile, position and significant concurrent positions
Apr. 1980
Joined Fujikura Electric Wire Corporation (currently Fujikura Ltd.)May 2006

GM, Finance & Accounting Div., Fujikura Ltd.

Apr. 2009

GM, Corporate Planning Div.

Apr. 2013

Executive Officer & GM, Corporate Planning Div.

Jan. 2015

Executive Officer & Managing Director, Fujikura Europe Ltd. UK

Jun. 2016

Corporate Auditor, Fujikura Ltd.

Jun. 2017
Member of the Board, Chairman of Audit & Supervisory Committee(Born on September 5, 1957) Jun. 2023
President, The Social Welfare Corporation, Fujikura Gakuen (incumbent)[Newly nominated]
Reason for the selection of candidate for Outside Audit & Supervisory Board Member[Outside][Independent]
Mr. Yasuyuki Oda has served as GM, Finance & Accounting Div. and Corporate Planning Div. ofthe head office, president of an overseas subsidiary, and executive officer at a manufacturer, as wellas having worked overseas for many years. He is nominated as a candidate for Outside Audit &Supervisory Board Member as it is judged that he has experience as a corporate auditor and chairmanof Audit & Supervisory Committee, and will be able to utilize his extensive experience, global
insight, and high ethical standards and conduct appropriate audits of the Company’s management.
Significant concurrent positions and business relationships with the Company
Position/
responsibilities at Category
Business relationshipthe entity
Fujikura Gakuen social President
Other
There are no business relationships between
welfare corporation
Fujikura Gakuen social welfare corporation
and OKI Group.
Entity- 26 -

(Translation)
Number of years in office as Audit & Supervisory Board Member:

Candidatenumber2–(as of the conclusion of this general meeting of shareholders)Number of attendance at meetings of the Board of Directors(the year under review):– out of – times(–%)
Number of attendance at meetings of the Audit & Supervisory Board(the year under review):– out of – times(–%)
Number of Oki shares held:
Common stock:0 shares

Hiroshi Niinomi

Brief personal profile, position and significant concurrent positions
Apr. 1998
Registered as attorney with the Tokyo Bar Association
Joined Asahi Law Office (currently Nishimura & Asahi, Foreign Law Joint
Enterprise)(Born on April 24, 1972)[Newly nominated][Outside]

Jun. 2003

Audit & Supervisory Board Member, Dai-Ichi Kangyo Asset Management Co.,
Ltd. (currently Asset Management One Co., Ltd.)

Jan. 2006

Partner, Nishimura & Asahi, Foreign Law Joint Enterprise

Jan. 2021

Office Executive Committee Partner (incumbent)

Reason for the selection of candidate for Outside Audit & Supervisory Board Member
As an attorney-at-law for many years, Mr. Hiroshi Niinomi has been responsible for many listedcompanies with respect to corporate law and financial law matters. He is nominated as a candidate
for Outside Audit & Supervisory Board Member as it is judged that since he also has the experienceof serving as an Audit & Supervisory Board Member for an investment advisory company for a longtime, he will be able to utilize his extensive experience, knowledge, and high ethical standards andconduct objective and neutral audits of the Company’s management. Although he has never had
experience of being involved in corporate management, the Company determined that he will be able
to carry out the duties of Outside Audit & Supervisory Board Member appropriately for the
aforementioned reason.
Significant concurrent positions and business relationships with the Company
EntityNishimura & Asahi,
Foreign Law Joint
Enterprise

Position/
responsibilities at Category
Business relationshipthe entity
Office Executive Other
The volume of transactions between
Committee
Nishimura & Asahi, Foreign Law Joint
PartnerEnterprise and OKI Group accounts for lessthan 1% of each company’s net sales.

Notes:
1. There is no special conflict of interest between each candidate and the Company.
2. Mr. Yasuyuki Oda and Mr. Hiroshi Niinomi have served in the positions described above and have extensive knowledge in finance,accounting and judicial affairs necessary for auditing of the Company.
3. Mr. Yasuyuki Oda served as a Member of the Board, Chairman of Audit & Supervisory Committee of Fujikura Ltd. from June 2017
to June 2021. In August 2018, during his tenure, the company announced that there were incidents of inappropriate practices
related to product quality management, such as recording values different from actual measurements in test and inspection
documents submitted to customers and not conducting agreed-upon quality inspections with customers. Although Mr. Yasuyuki
Oda was not aware of these facts until the incidents were discovered, he has fulfilled his responsibilities by consistently providing
recommendations from the perspective of legal compliance and making various recommendations and statements for strengthening
internal control to conduct investigations and prevent recurrence.
4. If the appointment of Mr. Yasuyuki Oda and Mr. Hiroshi Niinomi is approved, the Company will enter into a liability limitationagreement with them. The outline of this agreement is provided in “Company Officers” of the Business Report.
5. The Company has entered into a directors and officers liability insurance policy, naming all Audit & Supervisory Board Members
as insured, and a summary of it is shown in “Company Officers” of the Business Report. The Company plans to continue andrenew this policy, and if the appointment of each candidate is approved and they are appointed as Audit & Supervisory Board- 27 -

(Translation)

6.
7.

Members, each candidate will be insured under the policy.
If the appointment of Mr. Yasuyuki Oda is approved, he will be an independent officer based on the terms of the Tokyo Stock
Exchange.
Although Mr. Hiroshi Niinomi does not have any conflicts of interest with general shareholders and meets the requirements forindependent officers as stipulated by the Tokyo Stock Exchange, due to the policy of his law firm, he is not designated or notified
as an independent officer.

- 28 -

(Translation)

Business Report(From April 1, 2023 to March 31, 2024)
1.

Status of the OKI Group(1) Operating progress and results
Business environment
Although economic activities have normalized with the easing of restrictions related to COVID-19
countermeasures, the situation remains uncertain due to rising prices from soaring resource prices, monetary
tightening to curb inflation in various countries, the economic stagnation in China, and increasing geopoliticalrisks such as the situation in Ukraine and the Middle East.
Against this backdrop, the OKI Group has formulated the new Medium-Term Business Plan 2025 andupdated its materiality issues. To clarify the relationship between materiality issues and business, we have
set three fields of contribution: safe and convenient social infrastructure, conservation of global environment,
and enhancement of job satisfaction and productivity. We are committed to delivering value that contributes
to solving social issues centered on these fields of contribution as a company to maintain social infrastructure
and contributes to its maintenance.
Operating results for the fiscal year under review
For the business conditions in the fiscal year, net sales were ¥421.9 billion, a year-on-year increase of
14.3% or ¥52.8 billion. Net sales increased due to an improvement in the impact of production decreasecaused by difficulties in procurement of parts and materials and an increase in the number of large projects inthe Enterprise Solutions business.
For the profit side, operating income was ¥18.7 billion, a year-on-year increase of ¥16.3 billion, or
677.8%, due to higher sales and steady price optimization, despite higher fixed costs due to personnel expenses
and growth investments. Even excluding the one-time gain of ¥4.3 billion from the reversal of allowancefor doubtful accounts for ATM receivables from China, which was recorded in the first quarter of the fiscal
year, profit increased year on year.
Ordinary income was ¥18.3 billion, a year-on-year improvement of ¥18.6 billion, due mainly to theimprovement in the foreign exchange gain or loss.
Profit attributable to owners of parent was ¥25.6 billion, a year-on-year improvement of ¥28.4 billion.
This was due mainly to the recording of income taxes deferred (a profit).
Looking at non-consolidated business performance, net sales were ¥286.5 billion, operating loss was¥5.0 billion, ordinary income was ¥16.8 billion and profit was ¥23.6 billion.

Please refer to the financial results presentation materials posted on our website for more detailed information
on financial results for the fiscal year ended March 31, 2024.
https://www.oki.com/en/ir/data/presen/- 29 -

(Translation)
The OKI Group manufactures and sells products, builds systems and provides solutions, and performs
construction, maintenance, and other services in the four business segments of Public Solutions, Enterprise
Solutions, Component Products, and EMS, as well as Others. The main businesses by business segment are
as follows.
These business segments are the same as the segment classifications.
- Major businessBusiness segments

Major business

Public Solutions businessThis segment is mainly engaged in manufacturing and sales of the following products, system building andprovision of solutions, and other services. [Road-related systems, aviation-related systems, firefighting anddisaster prevention-related systems, systems for public offices, defense-related systems, aircraft equipment,
telecommunications equipment for telecommunications carriers, etc.]

Enterprise Solutions
business

This segment is mainly engaged in manufacturing and sales of the following products, providing
construction, maintenance, and other services. [ATM, cash processors, store terminals, reservation ticket
terminals, check-in terminals, currency exchange machines, ATM monitoring and operation services,financial sales branch systems, centralized office systems, reservation ticket systems, construction andmaintenance services, etc.]

Component Products
business

This segment is mainly engaged in manufacturing and sales of the following products, and other services.
[Edge devices (IoT), sensor networks, PBX, business phones, contact centers, cloud services, LED printers,etc.]

EMS businessThis segment is mainly engaged in manufacturing and sales of the following products, and other services.
[Contract design and production services, printed circuit boards, cables and electrode wires, engineering, etc.]

Others“Others” includes the service provision.

- Net Sales by Segments(Unit: Billions of yen)Segment

FY2022 (reference:previous fiscal
year)

FY2023 (Fiscal
year under review)

Changes (amount)

Changes (%)

Public Solutions

95.7

94.0

(1.7)

(1.8)

Enterprise Solutions

112.9

180.1

67.2

59.6

Component Products

84.6

73.4

(11.2)(13.3)

EMS

75.3

73.9

(1.4)

(1.9)

Others
Total

0.5

0.4

(0.1)

(18.6)

369.1

421.9

52.8

14.3

Net sales and operating income from external customers by business segment are as follows.
We have changed the reportable segment classifications starting this fiscal year, and the following comparison with theprevious fiscal year is based on the numbers recombined the numbers of previous fiscal year into the new segmentclassifications.
<Public Solutions business>
Net sales came to ¥94.0 billion, a year-on-year decrease of 1.8% or ¥1.7 billion. Although sales in the focus areas of roads,
firefighting, disaster prevention, and TOKKI systems were strong, sales decreased from the previous fiscal year due to a
decline in projects for telecommunications carriers. Operating income was ¥4.4 billion, a year-on-year increase of 30.3% or¥1.0 billion. Overall segment income increased from the previous fiscal year, driven by special machinery.
<Enterprise Solutions business>
Net sales came to ¥180.1 billion, a year-on-year increase of 59.6% or ¥67.2 billion. Net sales increased significantly due tofactors including an improvement in the impact of production decrease caused by difficulties in procurement of parts andmaterials and the increase of large projects. Operating income was ¥22.0 billion, an increase of ¥20.5 billion year-on-year.
Profit increased year on year due to an increase in profit from an increase in volume and a one-time gain from a reversal of
allowance for doubtful accounts.
<Component Products business>
Net sales were ¥73.4 billion, down ¥11.2 billion or 13.3% year-on-year, and operating income decreased by ¥1.0 billion or
64.6% year-on-year to ¥0.6 billion. In printers, the impact of lower sales due to stagnant demand overseas was significant,resulting in lower overall segment sales and profit compared to the previous fiscal year.

- 30 -

(Translation)<EMS business>
Net sales came to ¥73.9 billion, a year-on-year decrease of 1.9% or ¥1.4 billion, and operating income came to ¥1.1 billion, a
year-on-year decrease of 50.3% or ¥1.2 billion. Both sales and profit decreased from the previous fiscal year due to theimpact of lower demand in the factory automation and robotics markets caused by the delayed recovery of the semiconductor
market and the slowdown of the Chinese economy.
<Others>
Net sales came to ¥0.4 billion, a year-on-year decrease of 18.6% or ¥0.1 billion, and operating loss came to ¥1.1 billion, a yearon-year decrease of ¥1.5 billion, due to investments essential for growth, including R&D for future business creation.

(2) Capital expenditure and research and development expenses
Capital expenditures and research and development expenses for the fiscal year under review
equaled ¥11.3 billion and ¥12.5 billion, respectively.
Investment by segment were as follows.
(Unit: Billions of yen)Segment

Public Solutions

Enterprise Solutions

Amount of capital expenditure(Amount of research anddevelopment expenses)

Major capital expenditure

1.9

(2.4)

Upgrading, etc. of facilities to design/manufacture new
products and incidental facilities of plants in the areas ofsocial infrastructure, network systems, and other fields, thedefense business (marine and aviation), and the marine
business(4.0)

Development of solutions and new automated products andmodules to solve social issues such as labor shortages andpost-COVID-19 work efficiency improvements andadoption of non-contact/non-personal contact solutions

3.6

Component Products

1.4

(2.1)

Investment in the creation of new products in edge areas forbusiness growth and strengthening the competitiveness ofexisting products, as well as the renewal of facilities toachieve a stable supply of products and services

EMS

3.9

(0.3)

Investments in production facility automation and IT to
increase production capacity, upgrade to the latest facilities,
solve labor shortages, and improve productivity in order tostrengthen comprehensive manufacturing services

Others/Companywide (shared)

0.5

(3.8)

11.3

(12.5)

Total(3) Financing
Operating funds and funds for capital expenditures necessary for business activities will beobtained from our own funds, borrowed funds, or other sources.
The Company maintains good business relationships with major partner financial institutions, so
recognizes that it will be able to raise operating funds, funds for capital expenditure, etc. necessary forbusiness activities without any problem.
In addition to the cash and cash equivalents at hand that are currently held, the OKI Group has acommitment line to ensure sufficient liquidity.
The OKI Group places emphasis on the financial discipline and exercises discerning control overinvestments that are necessary for business expansion.

- 31 -

(Translation)(4) Future challenges
OKI aims to resolve social issues through critical Mono-zukuri (the spirit and mind-set to innovate,
create and improve products) and Koto-zukuri (working together, proactively seeking opportunities thatdeliver value to customers). OKI’s vision for 2031, the 150th anniversary of the company’s founding,is to provide value that leads to the resolution of social issues as a company that does not stop andcontributes to the maintenance of social infrastructure in the three fields of contribution: safe andconvenient social infrastructure; job satisfaction and productivity enhancement; and conservation of the
global environment. The Medium-Term Business Plan 2025 was put in place from fiscal 2023 toachieve this vision.
The basic policy in the Medium-Term Business Plan 2025 is to “Steer toward growth and breakfree from the downward trend” and we were able to steadily take the first step in fiscal 2023, the firstfiscal year of the plan, with large increases in both revenue and profits, including net sales of ¥421.9
billion (up ¥52.8 billion year on year) and operating income of ¥18.7 billion (up ¥16.3 billion year onyear). We will accelerate cultural reforms and style changes, and further promote steering toward
growth in fiscal 2024, the second fiscal year of the plan.
Growth business:

In Public Solutions, we steadily secured transactions particularly for
firefighting, disaster preparedness, roads, and TOKKI systems. In EMS, we
reliably responded to the market recovery leveraging our strengthened
production capacity.
Stabilizing business:
In Enterprise Solutions, we continued to reliably implement large-scale
projects while promoting the conversion to a robust management structure forthe future. In Component Products, we expanded OEM and promoted therationalization of development and production systems.
Future business creation: We promoted the business expansion strategy for the CFB business andpromoted activities at global R&D sites for restarting the overseas business.
In addition, by working to improve financial soundness and capital efficiency through theimplementation of investments based on an ROIC perspective and stronger working capital management,
we aim for continuous improvement of the corporate value and improvement in shareholder’s value.
In the 140 years since its founding in 1881, OKI has supported social infrastructure and helped
people achieve safer and more convenient lives. Maintaining this history, we will continue to aim forsustained growth together with society.

- 32 -

(Translation)(5) Trends in assets and profit/loss
Trends in assets and profit/loss for the fiscal year under review and the past three years are as
follows.
97th year(FY2020)98th year(FY2021)100th year
(Fiscal year underreview, FY2023)

99th year(FY2022)Net sales

392.9

billion yen

352.1

billion yen

369.1

billion yen

421.9

billion yen

Profit attributable toowners of parent(819)

million yen

2,065

million yen(2,800) million yen

25,649million yen

Basic earnings per
share(9.47)

yen

23.85

yen

(32.33)yen

295.93yen

Total assets

371.5

billion yen

369.2

billion yen

390.4

billion yen

423.4

billion yen

Net assets

111.6

billion yen

107.6

billion yen

99.3

billion yen

141.3

billion yen

Net assets per share

1,286.41

yen

1,240.62

yen

1,143.96

yen

1,628.78

yen

Notes:
1. Basic earnings per share is computed based on the average number of shares during the year (weighted average). Net
assets per share are computed based on the number of shares outstanding at the year-end. These figures exclude treasury
stocks.
2. The accounting policies have been updated for configuration and customization costs in cloud computing agreements inthe 98th fiscal year (fiscal 2021); therefore, the associated values in the 97th fiscal year (fiscal 2020) have retrospectively
been applied corrections.
3. The Company has applied “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020)
and related implementation guidance from the beginning of the 98th fiscal year (fiscal 2021), and the figures for the 98th
fiscal year onward are figures after application of the accounting standard.

(6) Status of major subsidiaries(i) Status of major subsidiariesName

OKI Crosstech Co., Ltd.

OKI Circuit Technology Co.,Ltd.

OKI Software Co., Ltd.

Company’s voting
right ratio (%)

Major business

2,001 million yen

100

Equipment work, designing, construction andmaintenance of electricity, telecommunication,
firefighting and other facilities, maintenance, operations
and technical support for ICT equipment and systems,
and sales of related equipment and supplies

480 million yen

100

Development, design, manufacture and sales of printed
circuit boards, electronic equipment and electronic parts

100

Development, design, manufacture and maintenance ofsoftware and embedded software, system building
services, SI/solution services (CTI, CRM, SCM, NMS,etc.), consulting (system solutions, infrastructure
construction support systems, network systems, various
design support), outsourcing (system operation andmanagement), and sales of information equipment

Capital

400 million yen

OKI Nextech Co., Ltd.

400 million yen

100

Development, design, manufacture, sales andmaintenance of information and communications
devices, industrial electronic devices, medical electronicequipment and other electronic devices as well as
electronic parts

Oki Data Manufacturing(Thailand) Co., Ltd.

420 million baht

100

Manufacture of printers and multifunction machines

Oki Europe Ltd.

141 million euro

100

Sales and service of printers and multifunction machines
for all of Europe, the Middle East, and Africa- 33 -

(Translation)
(ii)
1)

2)

Major partners
Major technical partners:
International Business Machines Corporation (US)Canon Inc.
Major business partners:
Hewlett-Packard Company (US)Cisco Systems G.K.

(7) Major offices
Our major offices are as follows.
Name

Classification

Location

Head office

Minato-ku, Tokyo

Branch offices

Hokkaido region (Sapporo, Hokkaido), Tohoku region(Sendai, Miyagi), Chubu region (Nagoya, Aichi), Kansai
region (Osaka, Osaka), Chugoku region (Hiroshima,
Hiroshima), Shikoku region (Takamatsu, Kagawa), andKyushu region (Fukuoka, Fukuoka)

Business offices

Minato-ku (Tokyo), Warabi (Saitama), Honjo (Saitama),
Takasaki (Gunma), Tomioka (Gunma), Numazu(Shizuoka), and Akiruno (Tokyo)

Research institutes

Warabi (Saitama) and Osaka (Osaka)

Oki Electric Industry Co., Ltd.

OKI Crosstech Co., Ltd.

Head officeChuo-ku (Tokyo)

OKI Circuit Technology Co., Ltd.

Head office

Tsuruoka (Yamagata)

OKI Software Co., Ltd.

Head office

Warabi (Saitama)

OKI Nextech Co., Ltd.

Head office

Tokorozawa (Saitama)

Oki Data Manufacturing(Thailand) Co., Ltd.

Head office

Oki Europe Ltd.

Head office

ThailandUK(8) Employees(i) Employees by segment
Segment

Number of employees
OKI Group

Oki Electric Industry

Public Solutions

3,063

1,580

Enterprise Solutions

4,862

1,204

Component Products

2,947

984

EMS

2,356

162

Others560

67

Company-wide (shared)

651

651

14,439

4,648

Total

(ii)

Employees of Oki Electric Industry
Number of employees

Average age

Average years ofservice

Average annual
wage (yen)4,648 (decreased by 92 from the end of the previous
fiscal year)

44.5

19.6

7,516,713- 34 -

(Translation)(9) Major creditors
Major creditors of the OKI Group are as follows:(Unit: Billions of yen)
Creditor

Loan balance

Mizuho Bank, Ltd.

32.3

Sumitomo Mitsui Banking Corporation

22.2

Mizuho Trust & Banking Co., Ltd.

7.3

The Norinchukin Bank

4.5

Resona Bank, Limited

3.8(10) Corporate governance(i)

Basic policy
Guided by the corporate philosophy of “The people of OKI, true to the company’s“enterprising spirit,” are committed to creating superior network solutions and providing excellent
information and communications services globally to meet the diversified needs of communities
worldwide in the information age,” the OKI Group recognizes sustainable growth and increases
corporate value over medium- to long-term as its most important management priorities in earning
the trust of its various stakeholders. To this end, we are working to enhance corporate governancebased on our fundamental policies of “enhancement of management fairness and transparency,”“timely decision-making processes,” and “full compliance and fortification of risk management.”(ii)

Corporate governance structure(a) Outline of the structure
As a company with the Audit & Supervisory Board, the Company establishes the Board of
Directors and Audit & Supervisory Board and adopts an executive officer system, aiming topromote “timely decision-making processes” by separating business execution and supervision.
In addition, the Company also works on the “enhancement of management fairness andtransparency” by nominating Outside Directors as well as setting up a voluntary committee
concerned with personnel affairs and compensation, so as to ensure effective supervision from an
independent and objective standpoint. In addition to audits by the Audit & Supervisory Boardand its members, OKI seeks to ensure “full compliance and fortification of risk management,” suchas by establishing the Risk Management Committee.
During the fiscal year under review (fiscal 2023), the Company was operated by eight
Directors, including four Outside Directors (including one female Director); five Audit &Supervisory Board Members, including three Outside Audit & Supervisory Board Members; and16 Executive Officers not serving concurrently as Directors. Outside Directors and Outside Audit& Supervisory Board Members are independent officers who are neutral and independent of the
management. Furthermore, there is no system to receive consulting and advice, etc., from former
representative directors and presidents, etc.
(b) Reason for selecting the current structure
The Company judges that it can stably achieve “enhancement of management fairness andtransparency,” “timely decision-making processes,” and “full compliance and fortification of risk
management” by conducting various measures including (i) enhancing the supervisory function of
the Board of Directors by separating business execution and supervision and promoting active
involvement of outside directors; (ii) having objective auditing by Audit & Supervisory Board- 35 -

(Translation)members who are independent of management and have a strong authority for investigation; and(iii) establishing voluntary Personnel Affairs and Compensation Advisory Committee. The
Company will continue to seek sustainable growth and increase corporate value from a mediumto long-term viewpoint while recognizing its responsibility to its stakeholders and complying withthe aims of the Corporate Governance Code.
Corporate Governance Structure(iii) General Meeting of Shareholders
The General Meeting of Shareholders of the Company, a company with the Board of
Directors, resolves items set forth in laws and regulations, and the Articles of Incorporation. The
Board of Directors is authorized to resolve the following matters in accordance with relevant laws
and regulations. It is stipulated that the amount of dividends, other than interim dividends, isdetermined at general meetings of shareholders.
(a) Organization to determine the acquisition of treasury stock
The Articles of Incorporation stipulate that the Company may acquire treasury stock throughmarket transactions, etc. upon a resolution of the Board of Directors pursuant to Article 165,
paragraph (2) of the Companies Act to swiftly implement capital policies.
(b) Organization to determine interim dividend
The Articles of Incorporation stipulate that the Company may pay interim dividends upon aresolution of the Board of Directors to distribute profits swiftly to shareholders.
(c) Requirements for special resolutions of a general meeting of shareholders
The Articles of Incorporation stipulate that, for smooth operations of general meetings ofshareholders, special resolutions at a general meeting of shareholders set forth in Article 309,
paragraph (2) of the Companies Act are passed by a majority of two-thirds or more of the votes ofthe shareholders present at the meeting where the shareholders holding one-third or more of votesof the shareholders entitled to vote at such shareholders meeting are present.
(iv) Board of Directors(a) Duties, Composition, Operations, etc.
During the fiscal year under review, the Board of Directors consisted of eight Directors, helda meeting once a month in principle as well as special meetings when necessary, decided on
significant matters including basic management policy, and supervised business execution basedon laws and regulations, and the Articles in Incorporation.
To secure the functions of the Board of Directors, the Company selects candidates for
Directors in consideration of diversities, such as expertise, career and gender, based on the skills- 36 -

(Translation)
matrix in the Reference Documents for the General Meeting of Shareholders, and includes four
Independent Outside Directors (including one female Director) to improve the fairness andtransparency of management, thinking that the roughly equal numbers of internal Executive
Directors and highly independent Outside Directors create an appropriate balance.
The Board of Directors is chaired by a Director who is mutually appointed, but was chairedby an Independent Outside Director during the fiscal year under review.
The Board of Directors held 13 meetings during the fiscal year under review, and thesemeetings were attended by all Directors every time. The attendance rates of the Outside Directors
and Outside Audit & Supervisory Board Members are shown in “Outside Directors and Audit &Supervisory Board Members” of the Business Report. To contribute to in-depth discussions at
the Board of Directors meetings, outside officers are given materials and explanations in advanceby the secretariat of the Board of Directors, etc.
During the fiscal year under review, the Board of Directors meetings focused on confirming
the progress of the Medium-Term Business Plan 2025, and each division in charge reported directlyon the current status on a regular basis, based on which the Board of Directors held active
discussions. In addition, with a view to enhancing ESG initiatives, the Board of Directors alsodeliberated on the revision of the environmental vision. Furthermore, complying with the aimsof the Corporate Governance Code, the Board of Directors continues to deepen discussions on
dialogue with shareholders (SR implementation plan and results), publication of the FY2023
version of the OKI Report, the Integrated Report, board effectiveness evaluations, and managementof profits such as ROIC.
(b) Matters concerning Directors
i. Number of Directors
The Articles of Incorporation stipulate that the number of Directors of the Company shallbe no more than 15.
ii. Requirements for resolution of election of Directors
The Articles of Incorporation stipulate that resolutions for election of Directors shall bepassed by more than half of the votes of the shareholders present at the meeting where theshareholders holding one-third or more of votes of the shareholders entitled to vote at suchshareholders meeting are present, and that no cumulative vote is adopted in the election of
Directors.
iii. Tenure of office
The Articles of Incorporation stipulate that the tenure of office of Directors shall be set as
one year to clarify management responsibility for each fiscal year.
(v)

Personnel Affairs and Compensation Advisory Committee
The Company has established the Personnel Affairs and Compensation Advisory Committee
as a voluntary committee to secure transparency and objectiveness in the decision-making
processes concerning appointment and dismissal of Directors and determination of compensationfor officers. The Committee holds a meeting as necessary. The Committee is consulted prior toresolutions at a Board of Directors meeting on appointment and dismissal of Directors, Executive
Officers, etc. and the structure and level of their compensation, deliberates on these issues from an
objective viewpoint, and reports the results to the Board of Directors. In addition, the Committeedelivers its opinion on nomination of candidates for Audit & Supervisory Board Members to Audit& Supervisory Board Members. During the fiscal year under review, the Committee consisted offour Outside Directors and a Non-executive Inside Director, and was chaired by an Independent
Outside Director by resolution of the Board of Directors. The Committee held 12 meetings in thefiscal year under review, with all members in attendance at each meeting.
During the fiscal year under review, the committee deliberated and reported to the Board of- 37 -

(Translation)
Directors on such issues as the executive structure for achieving the Medium-Term Business Plan
2025, the revision of the executive compensation system so that it functions sufficiently as anincentive to enhance performance for the continuous enhancement of corporate value, and the longterm issue of development plan of successors (management human resources development).
(vi) Election and dismissal of company officers
Upon the nomination of candidates for Directors and Audit & Supervisory Board Members
and the appointment of Executive Officers, the Company makes a comprehensive judgment basedon their legal eligibility, together with the following requirements.
 Those with excellent personality, insights, high ethical standards, fairness and integrity
as well as a high-level awareness of compliance Those who can execute their duties towards the realization of the OKI Group’s
corporate philosophy and continuous improvement of the corporate value
 Those who have had a long term of office Audit & Supervisory Board Members who have the necessary knowledge of finance,accounting and legal affairs
 Outside officers who satisfy the independence criteria
A dismissal of a director, Audit & Supervisory Board member, or executive officer is
proposed in cases where the said person engages, or is likely to engage, in an act in violation oflaws and regulations or the Articles of Incorporation, or where a certain event occurs, which makes
it difficult for the said person to fulfill the duties appropriately, and the Personnel Affairs andCompensation Advisory Committee promptly deliberates on such an event, and proposes a
dismissal to the Board of Directors.
(vii) Matters related to stocks owned by the Company (As of March 31, 2024)(a) Policy on cross-shareholdings
The Company will reduce cross-shareholdings phase by phase as a result of comprehensive
consideration of conditions such as the medium- and long-term improvement of the corporate valueof the Company and a share certificate-issuing company. The Company aims to achieve a net
asset ratio of approximately 20% by the end of FY2025, the final year of the Medium-TermBusiness Plan 2025.
(b) Outline of consideration-related cross-shareholdings
Every year, the Board of Directors validates cross-shareholdings. The decision on thesuitability of holding is made for each stock based on a comprehensive consideration ofquantitative and qualitative factors.
(c) Standards for the exercise of voting rights regarding cross-shareholdings
For the exercise of voting rights regarding cross-shareholdings, we classify proposals as
follows, establish standards for exercise to make a decision and exercise the rights.
 In case of a proposal to elect an officer, the total number, ratio of independent officers, etc.
 In case of a proposal related to remuneration for officers, performance, asset status, etc.
 In case of a proposal for appropriation of surplus, performance, condition of retained
earnings, etc.
 We shall pay extra attention to the deliberation of a proposal for anti-takeover measures,
M&A or third-party allocation of shares.

- 38 -

(Translation)(d) Number of brands of the stocks that the Company owns for purposes other than pureinvestment and the total amount recorded in the balance sheet

Number of stocks(Stock)Total amountrecorded in thebalance sheet(Unit: Billions ofyen)

100th year
(Fiscal year
under review,
FY2023)96th year(FY2019)

97th year(FY2020)98th year(FY2021)99th year(FY2022)

Unlisted stock

66

59

52

50

45

Stocks other thanunlisted stock

27

25

26

24

20

Total

93

84

78

74

65

Unlisted stock

6.3

6.3

6.2

6.2

6.2

Stocks other thanunlisted stock

25.4

29.2

25.3

25.0

34.9

Total

31.7

35.5

31.5

31.2

41.0

41.0

35.5

31.5

31.2

93

84

78

74

96th year(FY2019)

97th year(FY2020)98th year(FY2021)

31.7

Total amount recorded in the balance sheet(Unit: Billions of yen)65

99th year
100th year
(FY2022) (Fiscal year under review, FY2023)
Number of stocks (Stock)(11) Other significant events of the OKI GroupOki Banking Systems (Shenzhen) Co., Ltd. (hereinafter “OBSZ”), a consolidated subsidiary of theCompany in China, has filed a request for arbitration against Shenzhen Yihua Computer Industrial Co.,
Ltd. (hereinafter “Yihua Industrial”) on October 10, 2015, demanding payment of accounts receivableof RMB1,115,463 thousand (¥23,246 million if converted to Japanese yen based on the exchange rate asof the end of the fiscal year under review) and compensation of damages (hereinafter “Case A”) with theSouth China International Economic and Trade Arbitration Commission. Further, OBSZ filed litigation
to commingle property beyond legal personality with the High People’s Court of Guangdong Province
against Shenzhen Yihua Computer Co., Ltd. (“Yihua Computer”), the parent of Yihua Industrial, andothers as defendants, claiming that they are jointly and severally responsible for payment of the above
claims against Yihua Industrial which had been unpaid, to request protection of property (Case B).
Subsequently, Case A was adjudicated by the South China International Economic and Trade
Arbitration Commission on December 16, 2020, and it ruled that Yihua Industrial pay OBSZ the unpaid
amount for merchandise of RMB1,096.866 million (¥22,858 million if converted to Japanese yen basedon the exchange rate as of the end of the fiscal year under review) as well as interest for arrears, legal
costs, and others, and this is being settled by arbitration. Regarding Case B, on December 23, 2021,
the High People’s Court of Guangdong Province sentenced Yihua Computer and affiliates to take thecollective liability for the payment to be made by Yihua Industrial to OBSZ. In response, Yihua
Computer and affiliates lodged an appela of Case B to the Supreme People’s Court on January 5, 2022,
but on June 1, 2023, the Supreme People’s Court upheld the decision of the High People’s Court ofGuangdong Province (original court) and dismissed the appeal by Yihua Computer and affiliates. The
OKI Group is making every effort to collect the full amount awarded.

- 39 -

(Translation)
2.

Shareholders’ Equity
(1)
(2)

(3)
(4)

Number of shares authorized to be issued by the Company:
240,000,000 shares
Number of outstanding shares:
87,217,602 shares(including 542,144 shares of treasury stock)
Number of shareholders:
66,517
Major shareholders (Top 10)
Number of shares held
(shares)Name of shareholder

Percentage of shares
held (%)

The Master Trust Bank of Japan, Ltd. (trust account)

11,944,800

13.78

Custody Bank of Japan, Ltd. (trust account)

4,024,200

4.64

Oki Denki Group Employees’ Shareholdings Committee

2,171,861

2.51

BNYM AS AGT/CLTS 10 PERCENT

1,968,900

2.27

Mizuho Bank, Ltd.

1,419,648

1.64

Meiji Yasuda Life Insurance Company

1,400,097

1.62

Custody Bank of Japan, Ltd. (trust account 4)

1,318,200

1.52

DFA INTL SMALL CAP VALUE PORTFOLIO

1,204,986

1.39

JUNIPER

1,188,700

1.37

JP Morgan Chase Bank 385781

1,163,683

1.34

Note: The percentages of shares held are calculated after deducting treasury stock.

- 40 -

(Translation)
3.

Equity Warrants(1) Equity warrants granted to the Company’s officers as consideration for their performance of
duties(i) Number of equity warrants
626(ii) Type and number of shares subject to equity warrants
62,600 shares of the Company’s common stock (100 shares per equity warrant)(iii) Status of equity warrants held by the Company’s officers
Directors
Issued Number(Exercise Price)

FY2016 equity warrant (1 yen)
(Issued on August 16, 2016)
FY2017 equity warrant (1 yen)
(Issued on August 15, 2017)
FY2018 equity warrant (1 yen)
(Issued on August 14, 2018)
FY2019 equity warrant (1 yen)
(Issued on August 14, 2019)
FY2020 equity warrant (1 yen)
(Issued on August 18, 2020)

Exercise period(excluding Outside Directors)
Number ofequity warrants

Number ofholders

August 17, 2016 to August 16, 2041

98

2

August 16, 2017 to August 15, 2042

119

2

August 15, 2018 to August 14, 2043

1192

August 15, 2019 to August 14, 2044

131

2

August 19, 2020 to August 18, 2045

1593(2) Equity warrants issued to employees in consideration of performance during the fiscal year underreview
No notes since no equity warrant was issued in this fiscal year.

- 41 -

(Translation)
4.

Company Officers(1) Names, etc. of Directors and Audit & Supervisory Board Members
Note 1

Position

Name

Status or main duties

Director and Chairmanof the Board

Shinya Kamagami

X

President,
Representative Director

Takahiro Mori

Chief Executive Officer

X

Senior Executive Vice
President

Masayuki Hoshi

Chief Compliance Officer
Chief Financial Officer
Chief Human Resource Officer
Internal Control Administrator

X

Executive Vice
President and Memberof the Board

Teiji Teramoto

Director

Shigeru Asaba

Outside Director, Nippon Beet Sugar Manufacturing Co.,
Ltd.
Advisor, IHI Corporation
Outside Director, Furukawa Electric Co., Ltd.

Director

Tamotsu Saito

Outside Director, KAJIMA CORPORATION
Chairman, New Energy and Industrial Technology
Development Organization

Director

Izumi Kawashima

Outside Director, TAKARA & COMPANY LTD.
Associate Director, Yamato Holdings, Co., Ltd.

Director

Makoto Kigawa

Outside Director, Seven Bank, Ltd.
Outside Director, The Higo Bank, Ltd.
External Board Member, ICMG Co., Ltd.

Standing Audit & Supervisory
Board Member

Masashi Fuse

Standing Audit & Supervisory
Board Member

Toshiyuki Yokota

Audit & Supervisory Board
Member

Hideo Shiwa

External Director (Audit Committee Member),
OUTSOURCING Inc.

Audit & Supervisory Board
MemberRyuichi Makino

Standing Audit & Supervisory Board Member, Synchro
Food Co., Ltd.

Audit & Supervisory Board
MemberYoshihiro Tsuda

Outside Standing Audit & Supervisory Board Member,
Tribeck Inc.
Outside Audit & Supervisory Board Member, PRONEXUS
Inc.

Notes:
1. X indicates Executive Officer.
2. Directors Shigeru Asaba, Tamotsu Saito, Izumi Kawashima, and Makoto Kigawa are Outside Directors.
3. Audit & Supervisory Board Members Hideo Shiwa, Ryuichi Makino, and Yoshihiro Tsuda are Outside Audit &Supervisory Board Members.
4. Directors Shigeru Asaba, Tamotsu Saito, Izumi Kawashima, and Makoto Kigawa and Audit & Supervisory Board Members
Hideo Shiwa, Ryuichi Makino, and Yoshihiro Tsuda have been reported as independent officers to Tokyo Stock Exchange.
5. Audit & Supervisory Board Member Masashi Fuse has served in positions such as Officer in charge of the Accounting &Control Division, and has extensive knowledge in finance and accounting.
6. Audit & Supervisory Board Member Hideo Shiwa headed the finance & accounting and planning divisions and presided
over a business company and unit of the head office of a manufacturing company, and has extensive knowledge in financeand accounting.
7. Audit & Supervisory Board Members Ryuichi Makino and Yoshihiro Tsuda are certified public accountants, and haveextensive knowledge in finance and accounting.
8. Executive officers as of March 31, 2024 are as follows (excluding those who concurrently serve as Directors).
Position
Senior Vice President

Name
Yuichiro Katagiri

Principal duty
Chief Quality Officer, Chief Environmental Officer, Construction
Business Executive Officer, in Charge of Special Missions- 42 -

(Translation)
Position

Name

Principal duty

Senior Vice President

Hiroshi Tomizawa

Head of Enterprise Solutions Division

Senior Executive Officer

Tetsuya Takimoto

Head of Public Office Marketing & Sales Division

Senior Executive Officer

Hiroshi Nishimura

Head of Electronics Manufacturing Services Division

Senior Executive Officer

Yoichi Katou

Head of TOKKI Systems Division

Executive Officer

Shuutarou Ootahara

In Charge of Special Missions

Executive Officer

Yuhiko Fujiwara

Chief Innovation Officer

Executive Officer

Takashi Inoue

Head of Component Products Division

Toru Hattanda

General Manager of Human Resources & General Affairs
Division

Executive Officer

Hajime Inoue

Head of Social Infrastructure Solutions Division

Executive Officer

Takashi Itou

Head of Corporate Planning Division

Executive Officer

Shotaro Nakatsu

Deputy Head of Enterprise Solutions Division

Executive Officer

Akira Ogasawara

Head of Accounting & Control Division

Executive Officer

Nobuya Suzuki

Head of Public Business Promotion Division (Business for
Government & Social Infrastructure)

Executive Officer

Masaya Motosugi

Head of Corporate Strategy Division

Executive Officer

Kurato Maeno

Chief Technology Officer and Head of Technology Division

Executive Officer(2) Outline of liability limitation agreements
The Company concluded agreements to limit liabilities with all Outside Directors and Audit &Supervisory Board Members under the provisions of Article 427, paragraph (1) of the Companies Act.
The outline of the agreements is as follows: In cases where Outside Directors and Audit & Supervisory Board Members are liable for any
damages arising from their negligence to the Company, they shall compensate for such damages
only to the extent of the minimum liabilities as stipulated in laws and regulations.
 The above limitation shall be applied only when the relevant Outside Directors and Audit &Supervisory Board Members have executed their duties that caused the liabilities in good faith andwithout gross negligence.
(3) Outline of liability insurance agreement for Directors
The Company concluded liability insurance agreements as defined in the provisions of Article 4303, paragraph (1) of the Companies Act covering Directors, Audit & Supervisory Board Members,
Executive Officers, Executive General Managers, and those who concurrently serve as Outside Directors,
etc. of the Company; Directors, Executive Officers, Audit & Supervisory Board Members and Corporate
Officers of all of the domestic subsidiaries; and Directors, Executive Officers, Audit & Supervisory
Board Members, Corporate Officers and employees who hold executive positions at some foreignsubsidiaries in the U.S., China, Thailand, etc. as the insured. The Company or a subsidiary bears thefull amount of premium including riders, and the insured has no burden to pay the premium. The
insurance agreement compensates for damage which may be incurred when the insured has responsibility
to execute duties or receives a claim related to the pursuit of responsibility. However, it determines
certain reasons for exceptions such as damage that arises due to an act conducted while realizing it
breaches laws and regulations. In addition, the insurance agreement defines the scope of deductibles,
and the damage up to the deductibles will not be compensated for by the insurance. In this way, by
defining the provisions on the reasons for exceptions and deductibles, the Company intends not to impair
the adequacy of the duties of Directors, etc.
- 43 -

(Translation)(4) Compensation, etc. paid to Directors and Audit & Supervisory Board Members in the fiscal year
under review(i)

Policy on determining the content of individual compensation, etc. for Directors
The Company established the policy on determining the content of individual compensation,etc. for Directors, and a summary is as follows.
・Basic policy
OKI’s basic policy on compensation for directors and executive officers is to serve as
incentives for the performance improvement with the aim of the continuous enhancement of thecorporate value and enforcement of the corporate competitiveness while being the compensation
structure that can attract excellent human resources.
・Structure of compensation
The compensation structure is divided into performance-linked compensation andcompensation other than performance-linked compensation, and consists of basic compensation,
which is a fixed compensation; and annual incentive compensation and medium- to long-term
incentive compensation, which are performance-linked compensation. These compensations
have been provided as part of efforts to develop an environment for a shift to the management
focused on “more aggressive goal setting” and “growth over medium- to long-term” in order toachieve “continuous growth” of the OKI Group. The compensation for outside directors consists
only of basic compensation.
Basic compensation

Annual incentive

Medium- to long-term
incentive

Inside Directors(Concurrently serving as
Executive Officer)

〇

〇

〇

Outside Directors

〇

–

–

As for medium- to long-term incentive compensation, the 99th Ordinary General Meeting of
Shareholders held on June 27, 2023, approved a resolution for a performance-linked stockcompensation system for Directors, and the Company has adopted a performance-linked stockcompensation (performance share units) in which shares will be delivered in proportion to theachievement of the performance of the Medium-Term Business Plan (three years) from FY2023.

- 44 -

(Translation)
・Content of compensation
Content of compensation is as shown in the table below.
Type

Basic compensation

Content of compensation

Fixed compensation

・ When serving as Executive Officer concurrently, monetarycompensation shall be determined and paid monthly while
being individually tailored to the position, followed by duties.
・ Once a year, monetary compensation shall be paid anddetermined individually with a linkage with the single year’s
consolidated business performance of the OKI Group and thatof the division each Director is responsible for.
・ The rate of payment is determined within a scope of 0% to250%, according to linkage with the quantitative assessmentby business performance and qualitative assessment by the
President or the Personnel Affairs and Compensation
Advisory Committee.

Annual incentive
compensation

・ It is set that the degree of linkage with business performanceis higher for a person in a higher position. The amount of
payment is set to 35% to 45% of the basic compensation
when the rate of payment is 100%.
・ Performance-linked stock compensation (performance share
units) is adopted.
Performance-linked
compensation

Medium- to long-term
incentive compensation

・ The performance share units will be granted for the
performance evaluation period of three years, which is theperiod of the Medium-Term Business Plan, and shares will bedelivered after the evaluation period in accordance with thedegree of achievement of the Medium-Term Business Plan
(however, a portion of the shares to be delivered will be paidin cash).
・ The rate of payment will be determined within the scope of 0
to 250%, depending on the degree of achievement of thetargets.
・ It is set that the degree of linkage with business performanceis higher for a person in a higher position. The amount of
payment is set to 15% to 20% of the basic compensation
when the rate of payment is 100%.
・ In the event that the Board of Directors recognizes that a
director, etc. has violated laws or regulations, etc. in amaterial respect, the right to receive delivery of shares will be
forfeited (clawback provision)・Calculation method for performance-linked compensation

For annual incentive compensation, 80% of the amount to be paid is calculated bymultiplying the standard compensation amount set for each position in advance by a performance
evaluation factor based on quantitative evaluation, and 20% of the amount to be paid is calculated
by qualitative evaluation. The performance indicators used in the quantitative evaluation arethose (sales, operating income, and working capital) that have been determined to be appropriate
as performance evaluation indicators for achieving the OKI Group’s sustainable growth. The
quantitative evaluation consists of the OKI Group’s consolidated performance-linked portion andthe performance-linked portion by the division in charge, and the announced figures (the targets
are set based on the following announced figures) and actual results of the performance evaluation
indicators for the OKI Group’s consolidated performance-linked portion are as follows. Working
capital is calculated based on the number of days.

- 45 -

(Translation)(Unit: Billions of yen)
Performance evaluation indicator

Announced figures

Actual results

Net sales

440.0

421.9

Operating income

11.0

18.7

Working capital

–

114.7

Note: The announced figures are the figures that were announced on May 10, 2023.

Medium- to long-term incentive compensation is based on ROE, which is judged to be an
appropriate indicator* for improving corporate and shareholder’s value over the medium and longterm and for sharing value with shareholders, as well as on sales and ESG (the CO2 emissions
reduction rate of the Company’s sites and the percentage of female executives), which is judged to
be an appropriate indicator for placing greater emphasis on medium- to long-term growth and for
improving linkage with the Medium-Term Business Plan. The number of shares to be delivered
will be calculated by dividing the pre-determined standard compensation amount for each positionby the stock price at the beginning of the performance evaluation period, and multiplying thisnumber by a performance evaluation factor. (However, a portion of the shares to be delivered
will be converted into cash at the stock price at the time of delivery.) The actual values of theperformance evaluation indicators are calculated at the end of the performance evaluation period
and therefore are not fixed at the time of reporting.
* Medium-Term Management Plan 2025 targets (ROE 8%, net sales of ¥450 billion, 21% reduction in CO2 emissions
at the Company’s sites, 5% female ratio in executive roles)

・Compensation decision process
As for how to determine the policy on determining individual compensation, etc. for
Directors and Executive Officers, in order to secure transparency and objectiveness in the decisionmaking processes concerning compensation for officers, the Company has established the
Personnel Affairs and Compensation Advisory Committee, consisting of four Outside Directors
and one Non-executive Internal Director and chaired by an Outside Director. It deliberates, prior
to resolutions at a Board of Directors meeting, on the structure and level of compensation for
Directors and Executive Officers, and reports the results to the Board of Directors. In addition,
the appropriateness of the structure and level of compensation is validated mainly utilizing
objective evaluation data from external organizations.
The Personnel Affairs and Compensation Advisory Committee held a total of 12 meetings
during the fiscal year under review, discussed the compensation structure for officers in four ofthese meetings, and reported the results three times.
Since the Board of Directors decided the content of individual compensation, etc. for
Directors for the fiscal year under review after confirming the content of the report, it was evaluatedthat the content of the individual compensation, etc. for Directors for the fiscal year under review
complied with the policy above.
(ii)

Matters related to the resolution for the compensation, etc. for Directors and Audit & Supervisory
Board Members of the ordinary general meeting of shareholders
As for the amount of monetary compensation for Directors, at the 82nd ordinary general
meeting of shareholders held on June 29, 2006, it was resolved that the annual amount for Directors- 46 -

(Translation)
would be ¥600 million or less (not including employee salary for an employee who is serving as
Director). The number of Directors at the end of the ordinary general meeting of shareholders
was eleven (including one outside director).
Separately from such monetary compensation, the 99th ordinary general meeting ofshareholders held on June 27, 2023, resolved that the maximum number of shares for performancelinked stock compensation (performance share units) shall be 362,100 shares for each performance
evaluation period, and the maximum amount shall be 362,100 shares multiplied by the stock priceat the time of delivery. The number of Directors (excluding Outside Directors) at the end of theordinary general meetings of shareholders was four (including three eligible Directors).
As for the amount of monetary compensation for Audit & Supervisory Board Members, atthe 82nd ordinary general meeting of shareholders held on June 29, 2006, it was resolved that it
would be ¥100 million or less per year. The number of Audit & Supervisory Board Members at
the end of the ordinary general meeting of shareholders was four.
(iii) Matters related to the commission of the decision on the content of individual compensation, etc.
for Directors
The Company commissions the decision on the specific content of individual remuneration
related to annual incentive compensation for Directors based on a resolution for the commission of
the Board of Directors as below. As for the part commissioned to a Director who is concurrently
serving as President and Executive Officer, the Company has taken measures such as deliberating
the validation at the Personnel Affairs and Compensation Advisory Committee to ensure that the
Director adequately executes his/her authority.
Applicable Directors

Commissioned person

Director concurrently
serving as the
President andExecutive Officer

Members of the
Personnel Affairs andCompensation Advisory
Committee (Directors
Shinya Kamagami,
Shigeru Asaba,
Tamotsu Saito, Izumi
Kawashima, and
Makoto Kigawa)

Executive Director
other than the above

Director concurrently
serving as the President
and Executive Officer(Director Takahiro
Mori)

Content of thecommissioned
authority

Qualitative evaluationfor 20% of annual
incentivecompensation- 47 -

Reason for the commission of theauthority

To secure transparency of theprocess and objectivity ofevaluation

To focus on aggressive goal-setting
for each task assigned to the person

(Translation)(iv) Compensation paid to Directors and Audit & Supervisory Board Members, etc.
Amount of payment by type of compensation
Fixed
Performance-linked compensationcompensation
Basic
Medium- to longAnnual incentive
compensation
term incentive

Officer Title

Amount ofpayment

Number ofapplicable officers

Directors(excluding Outside
Directors)¥254 million¥179 million¥47 million¥28 million

5

Audit &
Supervisory Board
Members(excluding Outside
Audit &
Supervisory Board
Members)¥46 million¥46 million

–

–

3

Outside officers
Outside Directors
Outside Audit &Supervisory
Board Members¥55 million¥55 million–¥27 million¥27 million

–

–
–

4
3

Notes:
1.
Medium- to long-term incentive compensation is performance-linked stock compensation (performance share
units), the details of which are described in (i) above, and the amount recorded as expenses in the current fiscal
year.
2.
The numbers of Directors (excluding Outside Directors) and Audit & Supervisory Board Members (excluding
Outside Audit & Supervisory Board Members) as of the end of the fiscal year under review are different from thenumber shown above, and the above numbers include those who retired at the conclusion of the 99th Ordinary
General Meeting of Shareholders held on June 27, 2023.

- 48 -

(Translation)(5) Outside Directors and Audit & Supervisory Board Members(i)Status of material concurrent positions at other organizations, etc. and the Company’s relationshipwith the aforesaid organizations
EntityShigeru Asaba,
Director

Nippon Beet Sugar
Manufacturing Co.,Ltd.

IHI Corporation

Furukawa ElectricCo., Ltd.
Tamotsu Saito,
Director

Izumi Kawashima,
Director

Makoto Kigawa,Director

KAJIMA
CORPORATION

Position/responsibilities
at the entity
Outside Director

AdvisorOutside Director

Outside Director

Category

Business relationship

ListedThere are no business relationships
between Nippon Beet Sugar
Manufacturing Co., Ltd. and OKI
Group.

ListedThe volume of transactions between
IHI Corporation and OKI Groupaccounts for less than 1% of eachcompany’s net sales.

ListedThe volume of transactions between
Furukawa Electric Co., Ltd. and OKI
Group accounts for less than 1% ofeach company’s net sales.

ListedThe volume of transactions between
KAJIMA CORPORATION and OKI
Group accounts for less than 1% ofeach company’s net sales.

New Energy andIndustrial
Technology
Development
Organization

ChairmanOther

The volume of transactions between
New Energy and Industrial Technology
Development Organization and OKI
Group accounts for less than 1% ofeach company’s net sales.

TAKARA &COMPANY LTD.

Outside Director

ListedThere are no business relationships
between TAKARA & COMPANY
LTD. and OKI Group.

Yamato Holdings,
Co., Ltd.

Associate Director

ListedThere are no business relationships
between Yamato Holdings, Co., Ltd.
and OKI Group.

Seven Bank, Ltd.

Outside Director

ListedThere are no business relationships
between Seven Bank, Ltd. and OKI
Group.

The Higo Bank,Ltd.

Outside Director

Unlisted

The volume of transactions between
The Higo Bank, Ltd. and OKI Groupaccounts for less than 1% of eachcompany’s net sales.

ICMG Co., Ltd.

External Board
MemberUnlisted

There are no business relationships
between ICMG Co., Ltd. and OKI
Group.

Hideo Shiwa,
Audit &
Supervisory Board
MemberOUTSOURCINGInc.

External Director(Audit Committee
Member)ListedThe volume of transactions between
OUTSOURCING Inc. and OKI Groupaccounts for less than 1% of eachcompany’s net sales.

Ryuichi Makino,
Audit &
Supervisory Board
MemberSynchro Food Co.,
Ltd.

Standing Audit &Supervisory Board
MemberListedThere are no business relationships
between Synchro Food Co., Ltd. and
OKI Group.

Outside Standing Audit& Supervisory Board
MemberUnlisted

There are no business relationships
between Tribeck Inc. and the OKI
Group.

Outside Audit &Supervisory Board
Members

ListedThe volume of transactions between
PRONEXUS Inc. and OKI Groupaccounts for less than 1% of eachcompany’s net sales.

Yoshihiro Tsuda,
Audit &
Supervisory Board
MemberTribeck Inc.

PRONEXUS Inc.

- 49 -

(Translation)(ii)

Major activities in the fiscal year under review(a) Attendance at meetings of the Board of Directors, the Audit & Supervisory Board, and the
Personnel Affairs and Compensation Advisory Committee
Board of Directors meeting(number of meetings inparenthesis)

Audit & Supervisory
Board meeting(number of meetings inparenthesis)

Personnel Affairs andCompensation Advisory
Committee(number of meetings inparenthesis)

Attendance
frequency

Attendance
rate

Attendance
frequency

Attendance
rate

Attendance
frequency

Attendance
rate

Shigeru Asaba,
Director

13(13)

100%––

12(12)

100%

Tamotsu Saito,
Director

13(13)

100%––

12(12)

100%

Izumi Kawashima,
Director

13(13)

100%––

12(12)

100%

Makoto Kigawa,Director

13(13)

100%––

12(12)

100%

Hideo Shiwa,
Audit &
Supervisory Board
Member13(13)

100%

18(18)

100%––

Ryuichi Makino,
Audit &
Supervisory Board
Member13(13)

100%

18(18)

100%––

Yoshihiro Tsuda,
Audit &
Supervisory Board
Member13(13)

100%

18(18)

100%––- 50 -

(Translation)(b) Major activities
Principal comments at the Board of the Directors and summary of the duties executed for the role
expected of outside director

Shigeru Asaba,
Director

He provided advice and made proposals for the appropriateness and properness of decision making by
the Board of Directors. He also contributed to strengthening compliance by providing a good example
to managerial personnel through his leadership and enhancing the management fairness and transparency
as the Chairperson of the Personnel Affairs and Compensation Advisory Committee. He has
contributed to the improvement of the Company’s corporate value by fulfilling his expected role, inparticular by actively giving advice and making proposals based on his academic expertise in all aspectsof business, including marketing and innovation, in order to supervise the progress of the Medium-TermBusiness Plan and the development plan of successors, and deepen deliberations on risk and crisis
response by the Board of Directors.

Tamotsu Saito,
Director

He provided advice and made proposals for the appropriateness and properness of decision making by
the Board of Directors. He also contributed to strengthening compliance by providing a good
example to managerial personnel through his leadership and enhancing the management fairness andtransparency as a member of the Personnel Affairs and Compensation Advisory Committee. He has
contributed to the improvement of the Company’s corporate value by fulfilling his expected role, inparticular by actively giving advice and making proposals based on his experience in manufacturing,development, and global management, in order to supervise the progress of the Medium-TermBusiness Plan and the development plan of successors, and deepen deliberations on risk and crisis
response by the Board of Directors.

Izumi Kawashima,
Director

She led discussions by the Board of Directors as its chairperson, and provided advice and made proposals
for the appropriateness and properness of decision making by the Board of Directors. She also
contributed to strengthening compliance by providing a good example to managerial personnel throughher leadership and enhancing the management fairness and transparency as a member of the Personnel
Affairs and Compensation Advisory Committee. She has contributed to the improvement of theCompany’s corporate value by fulfilling her expected role, in particular by actively giving advice andmaking proposals based on her knowledge as a legal expert of the Companies Act, Financial Instruments
and Exchange Act, etc. in order to supervise the progress of the Medium-Term Business Plan and thedevelopment plan of successors, and deepen deliberations on risk and crisis response by the Board of
Directors.

Makoto Kigawa,Director

He provided advice and made proposals for the appropriateness and properness of decision making by
the Board of Directors. He also contributed to strengthening compliance by providing a good example
to managerial personnel through his leadership and enhancing the management fairness and transparency
as a member of the Personnel Affairs and Compensation Advisory Committee. He has contributed tothe improvement of the Company’s corporate value by fulfilling his expected role, in particular byactively giving advice and making proposals based on his management experience in supply chain
management and risk management in order to supervise the progress of the Medium-Term Business Plan
and the succession planning, and deepen deliberations on risk and crisis response by the Board of
Directors.

Hideo Shiwa,
Audit &
Supervisory Board
Member

He audited the business execution of Directors and leveraged his extensive experience and knowledge
as an executive and a Director at a manufacturing company to make statements aimed at achieving
sustainable growth and producing medium- to long-term corporate value for the Company.

Ryuichi Makino,
Audit &
Supervisory Board
Member

He audited the business execution of Directors, and leveraged his extensive experience and knowledge
concerning accounting audit on companies centered on manufacturers as a certified public accountant tomake statements aimed at achieving sustainable growth and establishing high-quality corporate
governance systems for the Company.

Yoshihiro Tsuda,
Audit &
Supervisory Board
Member

He audited the business execution of Directors, and leveraged his extensive experience and knowledge
concerning accounting audit on companies operating globally as a certified public accountant to makestatements aimed at achieving sustainable growth and establishing high-quality corporate governancesystems for the Company.

- 51 -

(Translation)
5.

Status of Accounting Auditor(1) Name: PricewaterhouseCoopers Japan LLC(2) Policy and reason for the appointment
The Company has appointed the accounting auditor with comprehensive consideration by assessing
indicators, such as the quality control scheme, independence, auditing scheme, and estimatedcompensation for auditing services.
(3) Policy regarding decision to dismiss or not reappoint
The Audit & Supervisory Board, in principle, will determine the detail of the proposal to besubmitted to the general meeting of shareholders regarding dismissal or non-reappointment of theaccounting auditor if it is deemed unlikely that the accounting auditor will be able to perform audits
properly. In addition, if the accounting auditor falls under provisions of the items in Article 340,
paragraph (1) of the Companies Act, the Audit & Supervisory Board will dismiss the accounting auditor
upon the consent of all the Audit & Supervisory Board Members.
(4) Assessment of the audit corporation by Audit & Supervisory Board members and the Audit &Supervisory Board
The Audit & Supervisory Board members and the Audit & Supervisory Board of the Company
assess the audit corporation. The assessment is comprehensive based on indicators, such as the audit
corporation’s quality control scheme, independence, auditing scheme, group auditing scheme, andestimated compensation for auditing services.
(5) Contents, etc. of compensation for auditing services(i) Compensation, etc.
Previous fiscal year

Fiscal year under review

Compensation foraudit attestation
services(millions of yen)Compensation for
non-auditing
services(millions of yen)Compensation foraudit attestation
services(millions of yen)Compensation for
non-auditing
services(millions of yen)

Oki ElectricIndustry

259

3

296

7

Consolidated
subsidiaries

82

–

82

–

Total

341

3

378

7

Category

Notes:
1. PricewaterhouseCoopers Aarata LLC merged with PricewaterhouseCoopers Kyoto on December 1, 2023, and changed its
name to PricewaterhouseCoopers Japan LLC.
2. The Company does not distinguish between auditor compensation regarding (i) auditing in accordance with the Companies
Act, and (ii) auditing in accordance with the Financial Instruments and Exchange Act. The total of these amounts isrecorded above.
3. Among our major subsidiaries, Oki Data Manufacturing (Thailand) Co., Ltd. and Oki Europe Ltd. have undergone statutory
audits by accounting auditors other than the accounting auditor of the Company.

- 52 -

(Translation)(ii) Content of non-auditing services(Previous fiscal year)
The Company has entrusted the accounting auditor with “procedures for securitization ofreceivables” and other services, which are services other than the audits specified in Article 2, paragraph(1) of the Certified Public Accountants Act, and pays the auditor compensation for the services.
(Fiscal year under review)
The Company has entrusted the accounting auditor with “procedures for securitization ofreceivables” and other services, which are services other than the audits specified in Article 2, paragraph(1) of the Certified Public Accountants Act, and pays the auditor compensation for the services.
(iii) Policy regarding determination of compensation for auditing services
The Company has no particular rules or regulations regarding decisions on compensation forauditing services to the audit corporation but has determined the compensation after having fully
considered the audit plan, etc. of the audit corporation and verified the validity of the time, contents, etc.
of the auditing services(iv) Reason for the Audit & Supervisory Board to consent to compensation for accounting auditor
The Audit & Supervisory Board has decided to consent to the compensation to be paid to theaccounting auditor proposed by the Board of Directors in accordance with Article 399, paragraph (1) of
the Companies Act. This is because it has performed necessary verification as to the appropriatenessof matters such as the content of the accounting auditor’s audit plan, the status of performance of duties
by the accounting auditor, and the basis for calculating the estimated compensation for the accounting
auditor, and has found them appropriate.

- 53 -

(Translation)
6.

Policies and procedures of the Company(1) Procedures to ensure that Directors and employees comply with applicable laws, regulations andthe Articles of Incorporation in conducting their business and other systems to ensure appropriate
operations
The Company’s Board of Directors has adopted a resolution on the Basic Policy for the
Establishment of an Internal Control System in accordance with the Companies Act, and confirms thestatus of establishment and operation of the internal control system at the end of each fiscal year, andreports the results to the Board of Directors. The details of the resolution on the basic policy as of theend of the current fiscal year are as follows.
[Basic Policy for the Establishment of an Internal Control System]
In accordance with the Companies Act and the Regulations for Enforcement of the Companies Act,
the Company has established the following basic policy regarding internal control, and will establish,
operate, and continuously improve an internal control system based on this basic policy, with the aim ofcontributing to the sustainable development of society through the voluntary and autonomous
achievement of goals and the enhancement of corporate value.
(i)

Procedures to ensure that Directors and employees comply with applicable laws, regulations andthe Articles of Incorporation in conducting their business(a) Directors and Executive Officers shall take the initiative in setting an example of the OKI
Group Charter of Corporate Conduct and the OKI Group Code of Conduct, which were
established to establish corporate ethics in the Company and its subsidiaries (hereinafter “OKIGroup”) and to ensure compliance with laws, the Articles of Incorporation, and internal
regulations by Directors, Executive Officers, and other employees, and shall repeatedly
communicate and disseminate the importance of compliance with these codes.
(b) The Company has established a Compliance Committee chaired by the Chief Compliance
Officer to report, deliberate, and decide on matters related to compliance in the OKI Group.
(c) Based on the decisions formulated by the Compliance Committee, the division responsible forcompliance plans, draws up, and promotes specific measures such as education and training
for Directors, Executive Officers, and employees in order to raise awareness of complianceamong all OKI Group personnel.
(d) Violations of laws, regulations, the Articles of Incorporation, etc. shall be strictly punished inaccordance with disciplinary regulations.
(e) The OKI Group’s compliance with laws, the Articles of Incorporation, and internal regulations
shall be audited by an independent internal audit department under the direct control of the
President, and problems shall be pointed out and remedial measures shall be proposed.
(f) The Company establishes whistle-blowing regulations which enable reporting to Outside
Directors and Audit & Supervisory Board Members and provides a contact point for reportingand consultation, aiming to detect any misconduct at its earliest stages and make
improvements.
(g) The Company stands firmly against antisocial groups that threaten the order and safety of civilsociety in cooperation with the police and related organizations, and refuses to have any
relationship with them as a whole.

(ii)

Procedures to retain and manage information relating to Directors’ conduct of business(a) The Company retains and manages documents and information relating to the conduct ofbusiness by Directors as appropriate in accordance with applicable laws, regulations and- 54 -

(Translation)internal rules.
(b) With respect to information security, the OKI Group shall clarify its responsibility for
information security in accordance with rules for electronic information management andrelated regulations, and establish a system to continuously implement measures to maintainand improve information security in the OKI Group.
(c) The Company shall establish regulations related to personal information protection and trade
secret management, and appropriately and safely store and manage personal information andimportant trade secrets.
(d) The Company shall establish rules related to the disclosure of important corporate information,and put in place a system to ensure the appropriate, timely, and fair disclosure of information
to be disclosed in accordance with the requirements of laws, regulations, or the rules andregulations of the stock exchange.
(iii) Rules concerning risk management and other procedures(a) For risk management, the Company shall establish a Risk Management Committee chaired by
the President and Executive Officer pursuant to risk management rules for appropriately
grasping risks that may occur in relation to business activities of the OKI Group andpreventing such risks from emerging.
(b) Pursuant to risk management rules, each section of the OKI Group manages risks that may
occur in relation to its main duties. At the same time, the Company has established asupervisory section to deal with risks needing company-wide management. This section
assesses risks, draws up policies for risk countermeasures and develops appropriate structures
based on such policies.
(c) In the event that the OKI Group recognizes the occurrence or signs of a crisis, etc., it shallpromptly report the situation to the Risk Management Committee. The Committee shall give
instructions on how to respond, and report particularly important matters to the Directors andAudit & Supervisory Board Members. In the event of a disaster, etc., the Company shall
respond by establishing an emergency countermeasure headquarters, taking into consideration
the area of occurrence, the scale of the disaster, and other relevant factors.
(d) The Board of Directors shall also review the risk management system annually.
(iv) Procedures to secure efficient business performance by Directors(a) The Company holds regular meetings of the Board of Directors once a month in principle todecide important matters including basic management policies and supervise the businessexecution of Directors.
(b) The Company appoints Executive Officers to execute business based on basic management
policies determined by the Board of Directors so as to separate the functions of businessexecution and supervision, and promote timely decision-making processes. In addition, theCompany holds meetings of the Management Committee consisting of Executive Officers, etc.
to assist the President in making decisions.
(c) The Company assigns Directors responsibilities and authority pursuant to rules on division ofduties and authorities.
(d) The Board of Directors shall determine the OKI Group’s Medium-Term Business Plan andannual plan, and supervise the execution thereof.
(e) Executive Officers shall efficiently execute their duties in accordance with the OKI Group’s
Medium-Term Business Plan and annual plan determined by the Board of Directors, and theprogress of the annual plan shall be confirmed by the Management Committee and reported
to the Board of Directors.
- 55 -

(Translation)(v)

Procedures to secure appropriate Group (Company and subsidiaries) operations(a) Provide guidance and support to subsidiaries with respect to the procedures to secure
appropriate their operations.
(b) In order to improve the soundness and efficiency of management within the OKI Group,
Directors and Audit & Supervisory Board Members shall be dispatched to each subsidiary as
necessary in accordance with the Subsidiaries and Affiliates Management Rules, and an
administrative division within the Company shall be designated to receive reports from anddiscuss important matters concerning the business operations of the subsidiary. In addition,
particularly important matters shall be submitted to the Company’s Management Committeeor the Board of Directors.
(c) Each subsidiary establishes whistle-blowing regulations that enable reporting to their Outside
Directors and Audit & Supervisory Board Members, provides a contact point for reporting andconsultation, and aims to detect any misconduct at its earliest stages and make improvements
after reporting to the Company.
(d) The Company shall establish various rules and regulations to be complied with by the Groupas the Group’s common rules, in order to improve the efficiency of each company’s decisionmaking and business operations.
(e) The internal audit section of the Company shall audit the appropriateness of the OKI Group’s
operations and provide verification, advice, etc.

(vi) System to ensure the reliability of financial reporting(a) In order to secure the reliability of the OKI Group’s financial reporting, the Company shallestablish, maintain, and improve an internal control system for financial reporting inaccordance with the Corporate Calculation Regulations, the Financial Instruments andExchange Act, and other applicable laws and regulations.
(b) Each section of the Company and its subsidiaries shall endeavor to ensure the appropriatenessof financial reporting by implementing checks and balances through segregation of duties anddaily monitoring in the execution of their own duties.
(vii) Matters concerning employees assisting Audit & Supervisory Board Members and independenceof such employees from Directors(a) The Company assigns employees as staff to assist Audit & Supervisory Board Members.
(b) The Company assigns employees, who are not subject to Directors’ instructions and orders, as
staff to assist Audit & Supervisory Board Members, and any reassignment and evaluation ofsuch employees requires the prior consent of the Audit & Supervisory Board.
(viii) Procedures for Directors and employees to report to Audit & Supervisory Board Members;
procedures for Audit & Supervisory Board Members to receive other reports(a) If any Director or employee, or any Director, Audit & Supervisory Board Member, or employee
of a subsidiary discovers any fact that may cause significant damage to the Company, they are
required to immediately report it to the Audit & Supervisory Board Members, either directlyor through the administrative division, pursuant to applicable laws and regulations.
(b) In addition to the Board of Directors meetings, Directors shall ensure that Standing Audit &Supervisory Board Members have opportunities to attend management meetings and haveaccess to important documents such as approval documents so that Audit & Supervisory Board
Members can grasp the process of important decision-making and the status of businessexecution.
(c) Directors shall establish a system to enable Audit & Supervisory Board Members to attend and- 56 -

(Translation)
receive reports from the Risk Management Committee.
(d) Directors shall ensure that Audit & Supervisory Board Members receive whistle-blowing
reports based on whistle-blowing regulations, and that a system is in place to report to Audit& Supervisory Board Members on the status of internal reporting.
(e) Directors shall ensure a system to regularly report to Audit & Supervisory Board Members on
the status of establishment and operation of the internal control system and the status of internal
audits, and to request reports from Directors and employees on matters deemed necessary by
the Audit & Supervisory Board Members.
(f) The Company ensures that a person who made a whistle-blowing report to Audit & Supervisory
Board Members will not be treated unfavorably on account of making such report.
(g) Directors and employees of subsidiaries shall promptly report to the Audit & Supervisory
Board Members of subsidiaries on matters for which they are requested to report by the Audit& Supervisory Board Members of subsidiaries, in addition to matters required by laws,
regulations, and rules, and shall report to the administrative division in charge of thesubsidiaries of the Company.
(ix) Other procedures to secure effective audits by Audit & Supervisory Board Members(a) In conducting inspections on the Company’s operations and assets and performing other audit
duties, Audit & Supervisory Board Members shall conduct audits efficiently and effectively inclose cooperation with the internal audit section.
(b) Audit & Supervisory Board Members implement efficient audits by closely cooperating withthe accounting auditor. To this end, Audit & Supervisory Board Members hold meetings withthe accounting auditor on a regular basis, attend on-site audits by the accounting auditor, andrequest reports from the accounting auditor on the progress of audits when necessary.
(c) The Company pays all the expenses necessary for the execution of the duties of Audit &Supervisory Board Members.
(d) When deemed necessary in conducting audits, Audit & Supervisory Board Members may, at
the Company’s expense, obtain advice on audit work from attorneys, certified public
accountants, and other professionals.

(2) Overview of Status of Operations
The following is a summary of the status of operation of the internal control system at the Company.
The status of such operation is evaluated at the end of each fiscal year, and the results are reported at a
meeting of the Board of Directors.
(i) Status of procedures relating to compliance(a) As a basis for ensuring compliance, the OKI Group Charter of Corporate Conduct, whichclearly states the social responsibilities that the OKI Group must fulfill based on its corporate
philosophy, and the OKI Group Code of Conduct, which serves as a code to which all OKI
Group officers and employees must conform in order to realize these responsibilities, havebeen established. In addition, the management team, having re-affirmed the importance ofcompliance, takes the initiative in compliance activities, and officers of the Company andGroup companies are working on compliance activities in conformance with the Compliance
Commitment. The Company has established this commitment to reassure shareholders,customers, employees and all other stakeholders within and outside the Company that it strives
to foster awareness of compliance and makes a thorough commitment to compliancethroughout the OKI Group.
- 57 -

(Translation)(b) The Compliance Committee, chaired by the Chief Compliance Manager, held meetings twicea year, where it summarized activities in the previous fiscal year, formulated education plans,
and reviewed the status of implementation of various measures in individual sections.
(c) The Company held group training such as training sessions for compliance managers, in which
compliance managers and promoters of the OKI Group participated, and training sessions on
the Anti-Monopoly Act for officers and employees chiefly in the Market & Sales Section. It
also conducted e-learning on personal information protection, information security, internal
control and general compliance-related topics for all employees in Japan. The Company also
regularly presents case studies on compliance on the intranet and internal publications.
(d) The Company clearly has defined that in case of non-compliance, the Company takes
disciplinary action in accordance with the workplace regulations, etc., and has the Group
Disciplinary Action Committee, which is chaired by the President and Executive Officer, toconsider said action.
(e) The Company has established a whistle-blower system that allows employees to directly report
improper conduct and ensure that all employees are aware of the system to ensure quick
discovery and effective correction of improper conduct.
(f) The internal audit section conducts operational audits of the OKI Group and evaluates internal
controls over financial reporting to ensure the effectiveness and efficiency of operations andthe reliability of financial reporting.
(ii) Status of procedures relating to risk management(a) In accordance with the Risk Management Regulations, the OKI Group has established a Risk
Management Committee chaired by the President and Chief Executive Officer and advised by
the Audit & Supervisory Board Members, to develop measures to prevent risks frommaterializing and a system to prepare for the occurrence of risks.
(b) The OKI Group’s risk management system categorizes risks that exist within the Group anddefines them as risk areas to cover the entire Group, and the department responsible for therisk area provides support, guidance, and advice, etc. to each department and subsidiary
regarding events that occur in the area. In addition, the department responsible for the risk
area handles risks that are common to the OKI Group and require focused management incooperation with the department responsible for the risk area.
(c) If any risk materializes, the department in which it arises takes the necessary steps for the risk,
and promptly reports the details of the event to the Risk Management Committee according to
the OKI Group Emergency Response System. This Committee manages crisis information
in a unified manner, determines a response system and manager promptly, giving consideration
to the severity and urgency of the said crisis, implements necessary measures, and gives
support to the said department.
(iii) Status of procedures relating to subsidiary management(a) The officer in charge of the management administrative division of each subsidiary designatedin the Subsidiaries and Affiliates Management Rules manages it with the authority andresponsibilities stipulated by the authority regulations, clarifies the mission of the subsidiary
under their control, and provides the necessary support and guidance. Appointment anddismissal of chief officers of subsidiaries is determined by the President and Executive Officerof the Company, and appointment and dismissal of other officers is determined by the officers
who are in charge of the respective management administrative divisions.
(b) The head of the management administrative division provides support, guidance, and periodic
monitoring in the formulation and implementation of business policies, conducts corporate
performance evaluations, and also monitors the operational status of the general meeting ofshareholders and the Board of Directors and the compliance adherence of Directors of- 58 -

(Translation)
subsidiaries. In addition, when necessary, a division in charge of a particular business isestablished to manage that business.
(c) At the accounting division of each subsidiary, the Company has appointed staff with thenecessary knowledge and experience. The Company works to conduct the maintenance andimprovement of an internal control system for financial reporting conducted in accordancewith related laws and regulations.
(d) To prevent losses from violations, misconduct, scandals, or accidents related to any laws, rules
or ethics, or loss from failing to appropriately perform risk management, the Company holds
regular training seminars for directors and audit & supervisory board members of subsidiaries.
Seminar topics include responsibilities and obligations as a subsidiaries’ officer, compliance,
and internal controls.
(iv) Status of procedures to ensure appropriateness of audits by Audit & Supervisory Board Members(a) One staff member independent from the execution of duties is assigned to assist Audit &Supervisory Board Members in their duties. The Standing Audit & Supervisory Board
Members assess important decision-making processes and the status of business operations byattending meetings of the Board of Directors and the Management Committee in addition toreading resolution approval documents.
(b) The Audit & Supervisory Board Members have received whistle-blowing reports based onwhistle-blowing regulations, and frequently received detailed reports on the status of operation.
(c) In addition to receiving reports on the development and operational status of the internal
control system at the meetings of the Board of Directors, the Audit & Supervisory Board
Members exchange opinions with the President, executive officers, general managers ofdivisions and representatives of the subsidiaries, confirming the development and operation of
the internal control system in the process.
(d) The Audit & Supervisory Board Members hold discussions and exchanges of opinion with theInternal Auditing Division by taking part in site visits and meetings to report on the results ofaudits held by the Internal Auditing Division, and utilize the results of audits in audits by Audit& Supervisory Board Members.
(e) The Audit & Supervisory Board Members have maintained close cooperation with the
Accounting Auditor including meeting and exchanging opinions with the Accounting Auditor
and attending site visits by the Accounting Auditor, to implement effective audits.
Note: indication of amounts
Figures in this business report are indicated as follows.
1. Units of ¥1 million: Figures less than one unit are disregarded.
2. Units of ¥100 million: Figures less than one unit are rounded to the nearest unit.

- 59 -

(Translation)

Consolidated Balance Sheet(as of March 31, 2024)(Millions of yen)Account title

AmountAccount title(Assets)
Current assets

Amount(Liabilities)
239,687

Current liabilities

188,369

Cash and deposits

35,044

Notes and accounts payable

64,030Notes and accounts receivable, and contract assets

114,115

Short-term borrowings

60,012

Lease receivables and lease investment assets

5,866

Income taxes payable

4,349

Finished goods:

17,981Others59,976Work in process:

17,380Long-term liabilities

93,715

Raw materials and supplies:

35,409Long-term debt

50,017

Others13,909Lease obligations

5,119

Deferred tax liabilities

5,072

183,711

Liability for retirement benefits

27,887

Property, plant and equipment

60,569OthersBuildings and structures

24,951

Total liabilities

Machinery, equipment and vehicles

8,654(Net Assets)

Allowance for doubtful receivables
Non-current assets

(19)

5,619

Tools, furniture and fixtures

8,845

Land

15,979

Capital stock

44,000Construction in progress

2,138

Additional paid-in capital

18,960Intangible assets

15,924Retained earnings

73,622

Investments and other assets

107,218

Treasury stock, at cost

(761)

Investments in securities

43,336

Other accumulated comprehensive income

5,353

Asset for retirement benefits

37,234

Net unrealized holding gain/loss on othersecurities

9,069

Long-term trade receivables

21,791

Loss on deferred hedges(10)

Others15,167

Translation adjustments(7,020)(10,313)

Accumulated retirement benefits liability
adjustments

3,315

Allowance for doubtful receivables

Shareholders’ equity

282,084

Subscription rights to shares
Non-controlling interests
Total assets

423,399- 60 -

135,82073
65

Total net assets

141,314

Total liabilities and net assets

423,399

(Translation)

Consolidated Statement of Operations(From April 1, 2023 to March 31, 2024)(Millions of yen)Account title

AmountNet sales

421,854

Cost of sales

316,443

Gross profit

105,411

Selling, general and administrative expenses

86,718Operating income

18,692Non-operating income
Interest income

1,094

Dividend income

1,401

Foreign exchange gain

500

Other

1,571

4,569

Non-operating expenses
Interest expense

2,289

Commission for syndicated loan

678

Other

1,999

Ordinary income

4,967
18,293Extraordinary profit
Gain on sale of investments in securities

1,390

1,390

1,481

1,481

Extraordinary loss
Loss on sale and disposition of property, plant and equipment
Profit before income taxes

18,202

Income taxes

3,562

Income taxes deferred(11,014)

Profit(7,452)25,654

Profit attributable to non-controlling interests

5

Profit attributable to owners of parent

25,649- 61 -

(Translation)

Consolidated Statement of Changes in Net Assets(From April 1, 2023 to March 31, 2024)(Millions of yen)
Shareholders’ equity
Additional paid-in
capitalCapital stock
Balance at April 1, 2023

44,000Retained earnings

18,994

Treasury stock, at cost

Total shareholders’equity(841)

111,858

49,705

Changes during the term
under review
Dividends from surplus(1,732)(1,732)

Profit attributable toowners of parent

25,64925,649Purchases of treasury
stock
Disposition of treasury
stock

(33)

(2)

(2)

81

47

Net changes in items
other than shareholders’equity during the term
under review
Net changes during the term
under review

–

(33)

23,91679

23,962

Balance at March 31, 2024

44,00018,96073,622(761)

135,820

Accumulated other comprehensive income
Net unrealized
holding gain/loss
on othersecurities
Balance at April 1, 2023

1,077

Loss ondeferredhedges(32)

Translation
adjustments

Accumulated
retirement
benefits liability
adjustments(8,341)(5,473)

Total
accumulated
othercomprehensive
income(12,770)

Subscription
rights to shares

121

Noncontrollinginterests

Total net
assets69

99,279Changes during the term
under review
Dividends from surplus(1,732)

Profit attributable toowners of parent

25,649Purchases of treasury
stock

(2)

Disposition of treasury
stock

47

Net changes in items
other than shareholders’equity during the term
under review

7,991

21

1,321

8,788

18,124(47)(3)

18,072

Net changes during the term
under review

7,991

21

1,321

8,788

18,124(47)(3)

42,035

Balance at March 31, 2024

9,069

(10)

(7,020)

3,315

5,353

73

65

141,314- 62 -

(Translation)

Notes to Consolidated Financial Statements
Notes to Principles for Preparing Consolidated Financial Statements
1.

Scope of consolidation(1) Number of consolidated subsidiaries: 57
Names of major consolidated subsidiaries:
OKI Crosstech Co., Ltd.; OKI Circuit Technology Co., Ltd.; OKI Software Co., Ltd.; OKI
Nextech Co., Ltd.; Oki Data Manufacturing (Thailand) Co., Ltd.; Oki Europe Ltd.
(2) Changes in scope of consolidation:
The newly established OKI AVIONICS ASIA PTE. LTD. is included in the consolidated
account from this fiscal year. Likewise, BANKING CHANNEL SOLUTIONS LIMITED,
which used to be an affiliated company to which the equity method is applied, is included in
the consolidated account from this fiscal year since the Company obtained its additional
shares. OKI Proassist Co., Ltd. is not included in the consolidated account since it has beenabsorbed by the consolidated subsidiary Oki Proserve Co., Ltd. Likewise, OKI Electric
Cable Wire Harness Co., Ltd. is not included in the consolidated account since it has beenabsorbed by the consolidated subsidiary Oki Electric Cable Co., Ltd.

2.

Application of equity method(1) The number of affiliated companies to which the equity method is applied: 1
Name of major company, etc.
Force Co., Ltd.
(2) Changes in scope of application of equity method
BANKING CHANNEL SOLUTIONSLIMITED has been excluded from the scope of equity
method because it became a consolidated subsidiary due tothe Company obtaining additional shares.

- 63 -

(Translation)
3.

Accounting standards(1) Valuation standards and methods for significant assets(i) Negotiable securities
The Company and its domestic consolidated subsidiaries value securities in accordance withhow they are held as indicated below.
Other negotiable securities:
Those other than shares without market value:
Stated at fair value (Any difference between book value and fair value is included in
net assets; sales costs are calculated by mainly the moving average method.)
Shares without market value:
Mainly stated at cost based on the moving average method(ii) Inventories
The Company and its domestic consolidated subsidiaries value inventories as below.
Overseas consolidated subsidiaries primarily apply the lower of cost or fair value.
Products:
Primarily stated at cost based on the moving average method. (Balance sheet values
are measured by the method of devaluing the book price to reflect declines in
profitability.)Work in process:Primarily stated at cost based on the specific identification method. (Balance sheet
values are measured by the method of devaluing the book price to reflect declines in
profitability.)
Raw materials and supplies:
Primarily stated at cost based on the moving average method. (Balance sheet values
are measured by the method of devaluing the book price to reflect declines in
profitability.)(iii) Derivatives:
Stated at fair value(2) Depreciation and amortization of important assets(i) Property, plant and equipment (excluding lease assets):
The Company and its domestic consolidated subsidiaries primarily apply the declining-balancemethod; overseas consolidated subsidiaries primarily apply the straight-line method.
(ii) Intangible assets (excluding lease assets)
The Company and its domestic consolidated subsidiaries apply the straight-line method.
For software sold in the market, amortization is based on the estimated amounts of sales in theestimated number of years for sales (3 years). For software for internal use, the straight-line method,
based on the estimated durable years (mainly 5 years), is used.
Overseas consolidated subsidiaries primarily apply the straight-line method.
(iii) Lease assets
Lease assets relating to finance lease transactions that do not transfer ownership are depreciatedover the lease contract’s lifetime by the straight-line method, assuming the residual value is zero.
(3) Basis for provision of reserves
Allowance for doubtful receivables
To prepare for any losses of accounts receivable and loans, the Company and its domestic- 64 -

(Translation)
consolidated subsidiaries calculate the amount of potential loss by using the historical loss ratio for nonclassified loans/receivables and individual assessment for classified loans/receivables. Overseas
consolidated subsidiaries calculate the amount of potential loss by individually assessing the possibilityof collection for specific loans/receivables.
(4) Basis for provision of income and expense(i) Sales of products
Revenue from product sales in the Public Solutions business, the Enterprise Solutions business,
the Component Products business and the EMS business is recognized when the customer’s
acceptance inspection is complete if the acceptance inspection is carried out, or when the delivery ismade in the case where the acceptance inspection is not carried out, depending on the agreement,
etc. with the given customer. This is because the Company deems that the control transfers to thecustomer and the performance obligation is satisfied at such timing.
Consideration for transactions is received mainly within one year from the satisfaction of theperformance obligation and does not include a significant financial component.
(ii) Provision of services
Revenue from provision of services in the Public Solutions business, the Enterprise Solutions
business, the Component Products business and the EMS business is recognized accordance to theprovision of services. In the case that the provision of services is made over the agreed duration,such as regular maintenance contracts, revenue is recognized based on the elapsed time period
because the Company deems that the performance obligation is satisfied corresponding to theelapsed time period.
For contract productions and engineering work of social infrastructure mainly in the Public
Solutions business and the Enterprise Solutions business, revenue is recognized based on the
progress of the performance obligation, on the assumption that the obligation is satisfied over acertain period. In such a case, the progress is measured by the ratio of the costs incurred by the endof the term to the estimated total costs.
Consideration for transactions is received mainly within one year from the satisfaction of theperformance obligation and does not include a significant financial component.
(5) Important hedge accounting methods(i) Hedge accounting methods
Deferred hedging is applied. Allocation treatment is applied for forward exchange contracts
eligible for allocation treatment. Special treatment is applied to interest rate swaps that meet therequirements for special treatment.
(ii) Means of hedging and hedged item
Forward exchange contracts are used to hedge fluctuations of exchange rates on credits anddebts in foreign currencies. Interest rate swaps are employed to hedge fluctuations of market
interest rates on variable-rate and long-term debt.
(iii) Hedging policy
Derivative instruments are used to hedge fluctuations of market rates on credits and debts.
(iv) Assessment method of the effectiveness of hedges
To determine the effectiveness, the Company compares the accumulated total of the market
fluctuations or the cash flow fluctuations for the hedged item and that of the market fluctuations or
the cash flow fluctuations for the means of hedging, during the period from the start of hedging to
the assessment. The Company then makes a decision based on the changes of the two.

- 65 -

(Translation)(6) Amortization of goodwill and amortization period
Goodwill is evenly amortized over its useful life (mainly five years).
(7) Other important matters in preparation of consolidated financial statements(i) Method of accounting for retirement benefitsa. Attributing expected retirement benefits to a period
When calculating retirement benefit obligations, the Company applies the benefit formulabasis to attribute expected retirement benefits to the period until the end of the fiscal year underreview.
b. Accounting for actuarial gains and losses, and prior service costs
Prior service costs are amortized by the straight-line method over a set number of years (9to 13 years) within the average remaining years of service of employees.
Actuarial gains and losses are amortized by the straight-line method over a set number ofyears (9 to 13 years) within the average remaining years of service of employees.
(ii) Application of group tax sharing system
The group tax sharing system is applied.

Notes on Accounting Estimates
1. Estimate of recoverability of claims for which litigation is currently pending(1) Amount recognized on the consolidated financial statements for the fiscal year
Long-term trade receivables¥18,094 million
Allowance for doubtful receivables ¥(334) million(2) Information regarding important accounting estimates for the item identified(i) Overview
Oki Banking Systems (Shenzhen) Co., Ltd. (hereinafter “OBSZ”), a consolidated subsidiary of
the Company in China, has filed a request for arbitration with the South China International
Economic and Trade Arbitration Commission against Shenzhen Yihua Computer Industrial Co., Ltd.
(hereinafter “Yihua Industrial”), on October 10, 2015, demanding payment of accounts receivableof RMB1,115.463 million (¥23,246 million if converted to Japanese yen based on the exchange rate
as of the end of the fiscal year under review) and compensation of damages (Case A). Further,
OBSZ filed litigation to commingle property beyond legal personality with the High People’s Courtof Guangdong Province against Shenzhen Yihua Computer Co., Ltd. (“Yihua Computer”), the parentof Yihua Industrial, and others as defendants, claiming that they are jointly and severally responsible
for payment of the above claims against Yihua Industrial which had been unpaid, to request
protection of property (Case B).
Subsequently, Case A was adjudicated by the South China International Economic and Trade
Arbitration Commission on December 16, 2020, and it ruled that Yihua Industrial pay OBSZ theunpaid amount for merchandise of RMB1,096.866 million (¥22,858 million if converted to Japanese
yen based on the exchange rate as of the end of the fiscal year under review) as well as interest for
arrears, legal costs, and others, and this is being settled by arbitration. Regarding Case B, on
December 23, 2021, the High People’s Court of Guangdong Province sentenced Yihua Computerand affiliates to take the collective liability for the payment to be made by Yihua Industrial to OBSZ.
In response to this, Yihua Computer and affiliates lodged an appeal regarding Case B to the Supreme
People’s Court on January 5, 2022, but the Supreme People’s Court upheld the sentence of the High
People’s Court of Guangdong Province (original trial) on June 1, 2023 in a ruling that rejected theappeal of Yihua Computer and affiliates.
Given that it was expected to take a considerable amount of time before Yihua Industrial would- 66 -

(Translation)
fulfill the arbitration result of Case A, OBSZ had recorded allowance for doubtful receivables.
However, considering the abovementioned status of the lawsuits, we are revising future cash flows
and the future period of collection in light of outcomes such as the forced execution of assets heldby Yihua Computer and affiliates, including real estate that is protected property (hereinafter“protected real estate”) and the fair value of protected real estate. Due to those impacts, a reversalof doubtful receivables of ¥4,277 million was accounted for as a reversal of selling, general andadministrative expenses, and interest income of ¥938 million was accounted for as non-operating
income during the fiscal year under review.
(ii) Calculation method for the amount recognized on the consolidated financial statements for the fiscal
year and major assumptions to the calculation
By discounting cash flows that are considered recoverable when the outcomes such as theforced execution of assets held by Yihua Computer and affiliates and the fair value of protected realestate are taken into account for a period that is considered to be required for recovery, OBSZ has
recorded RMB868.250 million (¥18,094 million if converted to Japanese yen based on the exchange
rate as of the end of the fiscal year under review) of long-term trade receivables and estimates that
RMB16.042 million (¥334 million if converted to Japanese yen based on the exchange rate as of theend of the fiscal year under review) to be irrecoverable and added this to allowance for doubtfulreceivables. Note, the fair value measurement of protected real estate, primarily uses the real estateappraisal values obtained from real estate appraisers.
(iii) Impact on the consolidated financial statements for the next fiscal year
The amount that is estimated to be irrecoverable and the period that is considered to be required
for recovery may vary significantly according to the outcomes such as the forced execution of assets
held by Yihua Computer and affiliates and the fluctuation in fair value of protected real estate.
2.

Estimate of total costs used to measure the progress of the performance obligation in the recognitionof revenue(1) Amount recognized on the consolidated financial statements for the fiscal year
Among the revenue associated with the performance obligation satisfied over a certain period, revenue
recorded based on the progress calculated by the ratio of the incurred costs to the estimated total costs
was ¥66,309 million (including revenue for projects completed before the end of the fiscal year). Of
which, an amount recognized for the fiscal year in relation to construction projects that were work-inprogress at the end of the fiscal year is ¥35,026 million.
(2) Information regarding important accounting estimates for the item identified(i) Calculation method for the amount recognized on the consolidated financial statements for the fiscal
year and major assumptions to the calculation
As for the method of estimating progress towards satisfaction of performance obligations, thedegree of progress is calculated at the proportion of actual cost to estimated total costs (input method).
In addition, when estimating total cost, a reliably estimate of the amount is made based on
judgment of construction supervisors and the management. For example, we review the execution
budget in a timely and appropriate way and it has been developed by collecting sufficient and detailed
information relating to changes in the work scope based on customers’ requests.
(ii) Impact on the consolidated financial statements for the next fiscal year
Contract manufacturing and construction for social infrastructure performed by the Group arehighly individualized in nature given they are designed based on instructions of customers.
Accordingly, changes in work scope at the request of a customer, unexpected defects during the
manufacturing process of software, and other factors may result in a considerable increase in workhours required for manufacturing. On the other hand, cost to be incurred in the future may be
reduced as a result of our own efforts.
- 67 -

(Translation)
If the estimated total cost changes due to those impacts and other factors, net sales may change
in conjunction with a change in the degree of progress.
3.

Estimate of recoverability of deferred tax assets(1) Amount recognized on the consolidated financial statements for the fiscal year
Deferred tax assets:¥21,547 million(Of which, those related to the Company’s tax sharing group) ¥21,178 million(2) Information regarding important accounting estimates for the item identified(i) Calculation method for the amount recognized on the consolidated financial statements for the fiscal
year and major assumptions to the calculation
The Group evaluates the recoverability of deferred tax assets by taking into account thepossibility of being able to use deductible temporary difference and part of loss carry forwards in theestimation of future taxable income.
With regard to the deferred tax assets of the Company and domestic subsidiaries within theGroup that apply the Group tax sharing system (hereinafter “tax sharing group”), the Company has
determined corporate classifications based on the “Implementation Guideline on Recoverability ofDeferred Tax Assets” (ASBJ Guidance No. 26, October 28, 2022), and records deferred tax assets
within the forecast scope of the effects of mitigating the future amount of tax payable based on theestimate of taxable income before adjusting for future temporary differences, etc. within a reasonably
estimable period and on the results of scheduling the temporary differences, etc. corresponding tosuch corporate classification.
When examining the above corporate classifications as of the end of the fiscal year under review,
we have judged that such deferred tax assets are recoverable due to rationally founded forecasts of
tax income before adjusting for temporary difference for multiple future years despite the fact thatmaterial tax losses have arisen in the past at tax sharing group. This is as a result of considering
the cause of such material tax losses, the Medium-Term Business Plan, the status of past achievementof Medium-Term Business Plans, as well as the trend in taxable income and tax losses in the pastand in the fiscal year under review. Consequently, the tax sharing group recorded 21,178 million
yen of deferred tax assets (before offsetting deferred tax liabilities) for the fiscal year under review.
Estimate of taxable income before adjusting for future temporary differences, etc. is based on
the next year’s business plan and the Medium-Term Business Plan 2025, which enlist projections of
future net sales and expenses, etc., based on management strategy taking into account past
performance and the current business environment, as major assumptions.
(ii) Impact on the consolidated financial statements for the next fiscal year
The management judges the abovementioned major assumptions reasonable. However, if
actual future taxable income differs from the estimate as a result of significant changes in the
management environment and other factors, the recoverability of deferred tax assets may beevaluated differently.

Notes to Consolidated Balance Sheet
1. Assets pledged as collateral for borrowings
Investments in securities
Liabilities collateralized by the abovementioned assets:
Short-term borrowings¥8,322 million

2.

¥167,201 million

Accumulated depreciation on property, plant and equipment- 68 -¥3,500 million

(Translation)
3.

Liabilities for guarantee
Guarantee for borrowings by employees¥21 million

Notes to Consolidated Statement of Changes in Net Assets
1. Matters concerning class and total number of shares outstanding as of the end of FY2023
Common stock:
87.217 million shares
2.

Matters concerning appropriation of surplus(1) Dividends paid
Resolution

Class ofshares

Source ofdividends

Total dividends(millions ofyen)

Ordinary General
Meeting of
Shareholders on
June 27, 2023

Commonstock

Retainedearnings

1,732

Dividends per
share (yen)20.00

Record date

Effective date

March 31, 2023

June 28, 2023

(2) Dividends for which the record date falls in the fiscal year under review and the effective date falls in
the following fiscal year.

3.

Proposal

Class ofshares

Source ofdividends

Total dividends(millions ofyen)

Dividends per
share (yen)Record date

Effective dateOrdinary General
Meeting of
Shareholders on
June 21, 2024

Commonstock

Retainedearnings

2,600

30.00

March 31, 2024

June 24, 2024

Number of shares to be issued upon exercise of stock acquisition rights
Category

Breakdown of stock acquisitionrightsThe Company

FY2016 Stock Acquisition Rights(issued on August 16, 2016)
FY2017 Stock Acquisition Rights(issued on August 15, 2017)
FY2018 Stock Acquisition Rights(issued on August 14, 2018)
FY2019 Stock Acquisition Rights(issued on August 14, 2019)
FY2020 Stock Acquisition Rights(issued on August 18, 2020)

Type of shares to be issued
upon exercise of stockacquisition rights

Number of shares to be issued
upon exercise of stockacquisition rights (shares)

Common stock

12,500Common stock

17,300Common stock

17,300Common stock

18,500Common stock

24,500- 69 -

(Translation)
Notes on Financial Instruments
1. Matters concerning the status of financial instruments(1) Policy on financial instruments
The OKI Group mainly uses short-term deposits and highly safe marketable securities for fundmanagement. Also, it raises its funds primarily through borrowings from financial institutions andissuance of corporate bonds. The Group uses derivatives to hedge risk as described below, and does
not engage in speculative transactions.
(2) Description of financial instruments, related risks, and risk management system
The Group strives to mitigate its customers’ credit risks associated with notes and accounts
receivable, which are operating receivables, by carrying out customer credit investigations inaccordance with regulations for the management of accounts receivable of individual companies.
For borrowings, the Group raises short-term funds mainly for working capital and long-term funds
for working capital and capital investment. For borrowings exposed to the interest rate risk, the Groupapplies derivative instruments (interest rate swap transactions) to hedge its risk.
Derivative transactions consist of forward foreign exchange contracts, which aim to hedge
exchange rate fluctuation risks related to foreign currency-denominated receivables and payables, andinterest rate swap transactions, which aim to hedge interest rate fluctuation risks related to the paymentof borrowings. The assessment of hedge effectiveness for interest rate swap transactions that satisfy
the requirements for special treatment is omitted. The Group executes and manages derivativetransactions in accordance with the OKI Group’s policy.
Financing related liquidity risk is managed by the Finance Department preparing and updating
funding plans in a timely manner based on information from each department, and aiming to maintainliquidity on hand.
(3) Supplemental explanation regarding the disclosure concerning fair value of financial instruments
The fair value of financial instruments is based on market prices, but if no market prices areavailable, their fair value reflects the value reasonably calculated. Because fluctuation factors areincorporated into the calculation of the said value, it may change if different prerequisites, etc. are used.

- 70 -

(Translation)2.

Disclosure concerning fair value of financial instruments
As of March 31, 2024 (consolidated balance sheet date), the amount recorded in the consolidatedbalance sheet, fair value, and the amount of differences are as shown in the table below.
(Unit: Millions of yen)Amount recorded inconsolidated balance
sheet (*1)

(1) Investments in securities (*3)

35,736(2) Long-term trade receivables

21,791

Allowance for doubtful receivables (*4)(3) Long-term debt (*5)

Fair value (*1)

Difference

35,74811

17,766

19,0171,251(73,293)(73,624)331(4,024)(4) Derivative transactions (*6)
(31)
(31)
–
(*1) Those recorded as liabilities are shown in brackets.
(*2) Notes are omitted on cash and deposits; notes and accounts receivable, and contract assets; notes and accounts payable; and shortterm borrowings, because they are settled within a short period and thus the fair values are close to the book values.
(*3) Shares without market value (unlisted shares, ¥7,600 million in the consolidated balance sheet) are not included in “(1) Investments
in securities.”(*4) Allowance for doubtful receivables specifically provided for long-term trade receivables is deducted.
(*5) Long-term debt that will be reimbursed within one year (¥23,276 million) is classified as “short-term” borrowings in the
consolidated balance sheet.
(*6) Net claims receivable and payable incurred from derivative transactions are shown in net amount, and items whose totals are net
liabilities are shown in brackets.

- 71 -

(Translation)
3.

Matters concerning components of fair value of financial instruments by appropriate category, etc.
The fair value of financial instruments is categorized into the following three levels, depending on theobservability and significance of the inputs used to calculate the fair value.
Level 1: The fair value that is calculated from the market price associated with the asset or liability
subject to the calculation of given fair value in the active market, among inputs used to
calculate an observable fair value
Level 2: The fair value that is calculated using inputs other than the inputs applicable to Level 1, among
inputs used to calculate an observable fair value
Level 3: The fair value that is calculated using inputs that are used for calculation of unobservable fairvalue
In the case where more than one input is used, among inputs that have a significant impact on thecalculation of the fair value, the fair value is categorized into the level with the lowest priority forcalculation of the fair value, among the levels to which those inputs belong.
(1) Financial instruments listed in the consolidated balance sheet with their fair value
Category
Investments in securities
Other negotiable securities
Equity Securities

Fair value (Millions of yen)
Level 2
Level 3

Level 1

Total

35,730––35,730

–

(31)

–

(31)

Derivative transactions** Net claims receivable and payable incurred from derivative transactions are shown in net amount, anditems whose totals are net liabilities are shown in brackets.
(2) Financial instruments other than those listed in the consolidated balance sheet with their fair value
Category
Investments in securities
Other negotiable securities
Golf club memberships
Long-term trade receivables
Long-term debt

Fair value (Millions of yen)
Level 2
Level 3

Level 1

–
–
–

17
–
73,624–19,017–

Total

17
19,01773,624(Note) Fair value evaluation technique and inputs for fair value calculation
Investments in securities
Listed shares and golf club memberships are evaluated using the market price. Since listed sharesare traded in the active market, the fair value is categorized in Level 1. On the other hand, golfclub memberships are traded in the inactive market at the market value of the same asset; therefore,
the fair value is categorized in Level 2.
Long-term trade receivables
The fair values of long-term trade receivables are calculated by discounting estimated cash flows,which are considered recoverable from business partners, for a period that is considered to berequired for recovery. Based on this, the fair value is categorized in Level 3.
Long-term debt
The fair value of these items is based primarily on the method of calculation whereby the sum of
principal and interest is discounted by an assumed interest rate on the assumption that the said sum
is freshly borrowed in a similar manner. Some long-term debt with floating interest rates isprescribed to be subject to special accounting treatment applicable to interest rate swaps. Hence,
the fair value of a long-term debt is based on the method of calculation whereby the sum of principal- 72 -

(Translation)and interest, treated in combination with the said interest rate swap, is discounted by a reasonably
estimable interest rate on the assumption that the said amount is freshly borrowed in a similar manner.
The fair value of the long-term debt is categorized in Level 2.
Derivative transactions
The fair value is calculated based on the price presented by the partner financial institutions, and iscategorized in Level 2. Derivative transactions subject to special accounting treatment applicable
to interest rate swaps are treated in combination with long-term debt as hedged items. Hence, theirfair value is included in that of long-term debt.

- 73 -

(Translation)
Notes on Revenue Recognition
1. Information on disaggregation of revenue from contracts with customers(Unit: Millions of yen)
PublicSolutions<Breakdown of net sales>
Revenue from contracts withcustomers
Other revenue
Total net sales<Geographical market>
Revenue from contracts withcustomers
Japan
Europe

Total

Other
(Note)

Total

93,977

177,401

73,40073,889418,669429

419,098－
93,977

2,742
180,144

13
73,413－73,8892,756
421,425

－
429

2,756
421,854

91,089129

170,976
258

40,916
18,69065,953714

368,936
19,792

429－

369,365
19,792

2,759

6,064

6,836

6,124

21,784－

21,784

－

－

3,864

1,071

4,935

－

4,935

－

102

3,092

25

3,220

－

3,220

－

2,742

13

－

2,756

－

2,756

27,26736,576

66,963

69,685200,49362

200,555

66,710140,825

6,436

4,204

218,176367

218,543

Asia
North America
OthersOther revenue
Japan<Timing of revenue recognition>
Revenue from contracts withcustomers
Revenue recognized at one
point
Revenue recognized overtime

Reportable segment
CompoEnterprise
nent
Solutions
EMS
Products(Note) “Other” includes businesses that are not under the reporting segment, such as service provision.
2.

Information to understand the revenue from contracts with customers
Information forming the basis for understanding revenue is as stated in “Notes to Principles for
Preparing Consolidated Financial Statements 3. Accounting standards (4) Basis for provision of income andexpense.”3.

Information to understand the revenue in this fiscal year and onwards(1) Balances of receivables from contracts with customers, contract assets and contract liabilities(Unit: Millions of yen)
As of March 31, 2024

As of April 1, 2023
Receivables from contracts withcustomers
Of which, notes receivable
Of which, accounts receivable
Contract assets
Contract liabilities

70,93879,443

4,691
66,24623,1997,217

3,960
75,482
34,2296,116(Note 1) Contract assets are recognized as right to consideration recorded by recognition of revenue inaccordance with the degree of progress mainly on contracted manufacturing and various types of
construction work. When the right to consideration becomes unconditional, they are transferred
into receivables. Contract liabilities are related mainly to deposits received from customers basedon service provision contracts that recognize revenue over a certain period, and are revised uponrecognition of revenue.
- 74 -

(Translation)(Note 2) Among the revenue recognized in this fiscal year, the amount included in the contract liabilities atthe beginning of the year was ¥5,167 million. The amount of revenue recognized from theperformance obligation that was satisfied (or partly satisfied) in the past period has no significance.
(Note 3) The increase in contract assets is mainly due to progress on contracted manufacturing and various
types of construction work.
(Note 4) Contract liabilities are included in “Others” under the current liabilities in the consolidated financial
statements.
(2) Trading amount of unsatisfied performance obligation
The Group applies practical expedient to the notes on the trading amount allocated to the unsatisfied
performance obligation. Notes are omitted for unsatisfied performance obligation based on the agreements
initially expected to last for a year or shorter.
The total trading amount allocated to the unsatisfied performance obligation at the end of this fiscal
year and the duration within which the revenue may be recognized are as follows.

Within one year
One year to three years
Over three years
Total(Unit: Millions of yen)
Fiscal year under review
45,99931,3552,464
79,818Notes to Per-share Information
1. Net assets per share:¥1,628.78
2. Earnings per share:¥295.93- 75 -

(Translation)

Transcript of Accounting Auditors’ Report on Consolidated Financial Statements

Independent Auditors’ Report
May 20, 2024
To: Board of Directors
Oki Electric Industry Co., Ltd.
PricewaterhouseCoopers Japan LLC
Tokyo Office
Tsuyoshi Saito,
Engagement Partner, Certified Public Accountant
Takeaki Ishibashi,
Engagement Partner, Certified Public Accountant
Tomomi Shinbo,
Engagement Partner, Certified Public Accountant
Audit opinion
We have audited the consolidated financial statements – the consolidated balance sheet, the consolidated statement of operations,the consolidated statement of changes in net assets equity and notes to the consolidated financial statements – of Oki ElectricIndustry Co., Ltd. for the 100th term from April 1, 2023 to March 31, 2024 in accordance with Article 444 paragraph (4) of theCompanies Act.
We concluded that the consolidated financial statements fairly present in all aspects of Oki Electric Industry’s and its subsidiaries’
assets and income or loss in accordance with corporate accounting standards generally accepted in Japan.
Basis for audit opinion
We have conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities underthose standards are further described in the “Responsibility of auditors for the audit of the consolidated financial statements”
section of our report. We are independent of the Company and its consolidated subsidiaries in accordance with the ethicalrequirements that are relevant to our audit of the consolidated financial statements in Japan, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
Other Information
The other information refers to the business report and its supplementary schedules. Management is responsible for preparing
and disclosing the other information. In addition, the Audit & Supervisory Board Members and the Audit & Supervisory Board
are responsible for overseeing the Directors’ performance of duties within the maintenance and operation of the reporting process
for the other information.
The scope of our audit opinion on the consolidated financial statements does not include the content of the other information, andwe do not express an opinion regarding the other information.
Our responsibility in auditing the consolidated financial statements is to read through the other information, and in the process ofreading it, we examine whether there are material differences between the other information and the consolidated financial
statements or the knowledge we have gained in the auditing process, and we also pay attention as to whether there are any
indications in the other information of material errors besides such material differences.
If we determine there to be material errors in the other information based on the work we have performed, we are required toreport those facts.
There are no matters to report regarding the other information.
Responsibilities of management, Audit & Supervisory Board Members and the Audit & Supervisory Board for preparing
consolidated financial statements
Oki Electric Industry’s management is responsible for preparing and presenting fairly these consolidated financial statements inaccordance with corporate accounting standards generally accepted in Japan. This includes designing and operating internal
control that the management determines necessary to prepare and fairly present these consolidated financial statements that arewithout material misstatement due to fraud or errors.
In preparing the consolidated financial statements, management is responsible for assessing whether it is appropriate to prepare
the consolidated financial statements with the assumption of a going concern, and in accordance with corporate accounting
standards generally accepted in Japan, for disclosing, as necessary, matters related to going concern.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the Directors’
performance of duties within the maintenance and operation of the financial reporting process.

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(Translation)

Responsibility of auditors for the audit of the consolidated financial statements
Our responsibilities are to obtain reasonable assurance about whether the consolidated financial statements as a whole are freefrom material misstatement, whether due to fraud or error, and to issue an auditor’s report that expresses our opinion on the
consolidated financial statements based on our audit from an independent point of view. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the decisionsof users of these consolidated financial statements.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional
skepticism throughout the audit process to perform the following:• Identify and assess the risks of material misstatement, whether due to fraud or error, and design and perform audit procedures
responsive to those risks. Selecting audit procedures to be applied is at the discretion of the auditor. Obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion.
• When auditing the consolidated financial statements, obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstances in making risk assessments, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control.
• Evaluate the appropriateness of accounting policies used by management and their method of application, as well as thereasonableness of accounting estimates made by management and the appropriateness of related notes thereto.
• Conclude on the appropriateness of preparing the consolidated financial statements with the assumption of a going concern
by management, and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the notes to the consolidated financial statements
or, if the notes to the consolidated financial statements on material uncertainty are inadequate, to express a qualified opinion
with exceptions on the consolidated financial statements. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going
concern.
• Evaluate whether the presentation of the consolidated financial statements and notes to the consolidated financial statements
are in accordance with corporate accounting standards generally accepted in Japan, as well as evaluate the presentation,
structure, and content of the consolidated financial statements, including the related notes thereto, and whether the
consolidated financial statements fairly present the underlying transactions and accounting events.
• Obtain sufficient and appropriate audit evidence regarding the financial information of the Company and its consolidated
subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervisionand performance of the audit of the consolidated financial statements. We remain solely responsible for our audit opinion.
We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit process, and other matters required by auditing standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with a statement that we havecomplied with relevant ethical requirements in Japan regarding independence, and communicate with them all relationships andother matters that may reasonably be deemed to bear on our independence, any countermeasures we have taken to eliminate
obstruction factors, and any safeguards we have applied in order to reduce obstruction factors to an acceptable level.
Conflict of interest
We or engagement partners have no interests in the Company and its consolidated subsidiaries, which should be stated incompliance with the Certified Public Accountants Act.

- 77 -

(Translation)

Non-Consolidated Balance Sheet(as of March 31, 2024)
Account title(Assets)

AmountCurrent assets
Cash and deposits
Notes receivable
Accounts receivable, trade
Contract assets
Lease investment assets
Finished goods:
Work in process:Raw materials and supplies:
Advance payments - trade
Prepaid expenses
Short-term loans receivable
Accounts receivable, others
Others22,9901,146
59,69725,906
5,831
10,308
11,393
20,427249
3,544
16,868
10,384923

Allowance for doubtful receivables(10)

Total current assets

189,660

Non-current assets
Property, plant and equipment
Buildings
Accumulated depreciation
Structures
Accumulated depreciation
Machinery and equipment
Accumulated depreciation
Vessels
Accumulated depreciation
VehiclesAccumulated depreciation
Tools, furniture and fixtures
Accumulated depreciation
Land
Construction in progress
Total property, plant and equipment
Intangible assets
Right of using facilities
SoftwareTotal intangible assets
Investments and other assets
Investments in securities
Investments in and advances tosubsidiaries and affiliates
Contribution
Contribution in subsidiaries andaffiliates
Long-term loans receivable fromsubsidiaries and affiliates
Claims provable in bankruptcy,
rehabilitation and other
Long-term prepaid expenses

43,70030,0972,417
1,795
14,238
12,626
192
111

13,603
621
1,612
81

90
83
43,56937,004

6
6,565
8,666
594
31,75132
14,77214,80541,03831,214
6

24,421

Total shareholders’ equity

26
848
21,583

Lease and guarantee deposits

2,646

Allowance for doubtful receivables
Total investments and other assets
Total non-current assets
Total assets

Other retained earnings
Retained earnings carriedforwardTreasury stock, at cost

1,545

Prepaid pension cost
Others

Account title(Liabilities)
Current liabilities
Notes payable
Accounts payable, trade
Short-term borrowings
Current portion of long-term debt
Lease obligations
Accounts payable, others
Other accrued expenses
Income taxes payable
Contract liabilities
Deposits received
Unearned revenue
Provision for product warranties
Provision for directors’ bonuses
Provision for loss on construction
contracts
Provision for contingent loss
Valuation reserve for purchasecommitments
Provision for loss on the AntiMonopoly Act
OthersTotal current liabilities
Long-term liabilities
Long-term debt
Lease obligations
Deferred tax liabilities
Retirement benefits
Provision for product warranties
Provision for loss on business of
subsidiaries and affiliates
Provision for contingent loss
Provision for share awards
Asset retirement obligations
OthersTotal long-term liabilities
Total liabilities(Net Assets)
Shareholders’ equity
Capital stock
Additional paid-in capital
Capital reserve
Other additional paid-in capital
Retained earnings

238(4,970)118,598
165,155
354,816

Valuation, translation adjustments andothersNet unrealized holding gain/loss onother securities
Loss/gain on deferred hedges
Total valuation, translation
adjustments and others(Millions of yen)Amount2,498
50,35835,55023,276
2,774
16,741
8,351
633
4,097
27,192
3
1,115
160
4,169
484
18
10
95
177,533
50,017
4,183
6,028
10,976
276
543
28
93
1,181

1,206
74,534
252,067
44,00021,442
15,0006,442
29,31729,31729,317(754)
94,006

8,678
(10)
8,668

Subscription rights to shares

73

Total net assets
Total liabilities and net assets

102,748354,816- 78 -

(Translation)

Non-Consolidated Statement of Operations(From April 1, 2023 to March 31, 2024)(Millions of yen)Account title

AmountNet sales

286,525

Cost of sales

231,504

Gross profit

55,020

Selling, general and administrative expenses

60,018Operating loss

(4,997)

Non-operating income
Interest income

549

Dividend income

17,569

Other

2,514

20,632Non-operating expenses
Interest expense

2,162

Commission for syndicated loan

678

Provision of allowance for doubtful receivables(4,657)

Other

638

Ordinary income(1,177)
16,812Extraordinary profit
Gain on sale of investments in securities

1,374

1,374

Extraordinary loss
Loss on sale and disposition of property, plant and equipment

1,245

Loss on impairment of fixed assets

1,951

Nondeductible write-downs of shares of subsidiaries and affiliates

312

Profit before income taxes

3,509
14,677

Income taxes(2,452)

Income taxes deferred(6,474)

Profit(8,927)
23,604- 79 -

(Translation)

Non-Consolidated Statement of Changes in Net Assets(From April 1, 2023 to March 31, 2024)(Millions of yen)
Shareholders’ equity
Additional paid-in capital
Capitalstock

Balance at April 1,
2023

Capitalreserve

44,00015,000Retained earnings

Other
Additional
paid-in
capitalTotal
additional
paid-in capital

6,476

21,476

Other retained
earnings
Retained earnings
carried forward

Total Retained
earnings

Treasury stock,at costTotal
shareholders’equity(833)

72,088

7,445

7,445

Dividends fromsurplus(1,732)(1,732)(1,732)

Profit23,60423,60423,604

Changes during theterm under review

Purchases oftreasury stock
Disposition oftreasury stock

(33)

(33)

(2)

(2)

81

47

Net changes in
items other thanshareholders’equity during theterm underreview
Net changes during
the term underreview
Balance at March
31, 2024

–

–

(33)

(33)

21,872

21,872

79

21,91844,00015,0006,442

21,442

29,31729,317(754)

94,006

Valuation, translation adjustments and others
Unrealized holding
gain/loss on other securities
Balance at April 1, 2023

Loss/gain on deferredhedges807(32)

Total valuation, translation
adjustments and others
775

Subscription
rights to shares

Total net assets

121

72,985

Changes during the term
under review
Dividends from surplus(1,732)

Profit23,604Purchases of treasury stock(2)

Disposition of treasury stock47

Net changes in items otherthan shareholders’ equity
during the term under review

7,871

21

7,892

(47)

7,844

Net changes during the term
under review

7,871

21

7,892

(47)

29,763

Balance at March 31, 2024

8,678

(10)

8,668

73

102,748- 80 -

(Translation)

Notes to Non-consolidated Financial Statements
Significant Accounting Policies
1.

Standards and valuation methods for negotiable securities
Shares of subsidiaries and affiliated companies:
Stated at cost based on the moving average method
Other negotiable securities:
Those other than shares without market value:
Stated at fair value.
(The difference between book value and fair value is included in net assets. The sale costis calculated by using the moving average method.)
Shares without market value: Stated at cost based on the moving average method

2.

Standards and valuation methods for derivatives
Derivatives: Stated at fair value

3.

Standards and valuation methods for inventories
Finished goods:
Primarily stated at cost based on the moving average method. (Balance sheet
values are measured by the method of devaluing the book price to reflect declines
in profitability.)Work in process:Primarily stated at cost based on the specific identification method. (Balance
sheet values are measured by the method of devaluing the book price to reflect
declines in profitability.)
Raw materials and supplies:
Primarily stated at cost based on the moving average method. (Balance sheet
values are measured by the method of devaluing the book price to reflect declines
in profitability.)

4.

Depreciation and amortization of non-current assets
Property, plant and equipment (excluding lease assets): Declining-balance method
The straight-line method is applied to buildings, excluding annexed structures, acquired on
or after April 1, 1998.
Intangible assets (excluding lease assets)
Software for sale in the market:
Amortization method based on the estimated amounts of sales in the estimated number ofyears for sales (3 years)
Software for internal use:
Straight-line method based on the estimated durable years (mainly 5 years)
Others:Straight-line method
Lease assets(Lease assets relating to finance lease transactions without transfer of ownership):
They are depreciated over the lease contract’s lifetime by the straight-line method,
assuming the residual value is zero.

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(Translation)
5.

Basis for provision of reserves
Allowance for doubtful receivables
To prepare for any losses on accounts receivable and loans, the Company calculates the amount ofpotential loss by using the historical loss ratio in the case of non-classified loans/receivables and byindividual assessment in the case of classified loans/receivables.
Provision for product warranties
To prepare for the expenses caused by free repairs that occur after product sales, the Company
includes a provision for product warranties based on past performance or individual estimates.
Provision for directors’ bonuses
To prepare for the payment of bonuses to officers (includes Executive Officers, the same applies
below), the Company records the amount attributable to the current fiscal year out of the amount ofbonuses expected to be paid to officers.
Provision for loss on construction contracts
To prepare for any losses on construction contracts, the estimated amounts of losses for thefollowing fiscal years are calculated for some of the order backlog as of the end of the fiscal year underreview, which are likely to incur losses and for which the amounts thereof can be reasonably estimated.
Provision for contingent loss
To prepare for losses that may occur in the future, the Company includes a provision forcontingency losses rationally calculated based on individual risks, etc.
Provision for share awards
To prepare for granting stock compensation to officers in accordance with the performance-linked
stock compensation plan, the estimated amount of stock benefit obligation as of the end of the fiscal
year under review is recorded.
Valuation reserve for purchase commitments
To prepare for future possible losses, the estimated amount that would be incurred in relation to raw
materials for which there is an obligation to pick up for unpurchased items due to a preexisting agreement
to purchase products when the sale of such products ends is recorded.
Provision for loss on the Anti-Monopoly Act
To prepare for any losses relating to the Anti-Monopoly Act, the estimated amount for the current
fiscal year end is recorded.
Retirement benefits
To prepare for payment of retirement benefits to employees, the Company records the amountrecognized to accrue at the end of the fiscal year based on the estimated values of retirement benefit
obligations and pension assets.
Prior service cost is amortized by the straight-line method over a certain number of years (12 years)
within the average remaining years of service of employees.
The actuarial difference is amortized proportionately using the straight-line method over a certain
number of years (12 years) within the average remaining service period of the employees from the fiscal
year after the one in which it arises.
Provision for loss on business of subsidiaries and affiliates
In order to prepare for a loss on business of subsidiaries and affiliates, the Company records theamount of expected loss to bear in consideration of the financial position, operating results, etc. of thesecompanies.
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(Translation)
6.

Basis for provision of income and expense(1) Sales of products
Revenue from product sales is recognized when the customer’s acceptance inspection iscomplete if the acceptance inspection is carried out, or when the delivery is made in the case where
the acceptance inspection is not carried out, depending on the agreement, etc. with the given
customer. This is because the Company deems that the control transfers to the customer and theperformance obligation is satisfied at such timing. Consideration for transactions is received
mainly within one year from the satisfaction of the performance obligation and does not include asignificant financial component.
(2) Provision of services
Revenue from provision of services is recognized according to the provision of services. In thecase that the provision of services is made over the agreed duration, such as regular maintenancecontracts, revenue is recognized based on the elapsed time period because the Company deems thatthe performance obligation is satisfied corresponding to the elapsed time period.
For contract productions and engineering work of social infrastructure, revenue is recognizedbased on the progress of the performance obligation, on the assumption that the obligation is satisfied
over a certain period. In such a case, the progress is measured by the ratio of the costs incurred by
the end of the term to the estimated total costs.
Consideration for transactions is received mainly within one year from the satisfaction of theperformance obligation and does not include a significant financial component.

7.

Hedge accounting methods(1) Hedge accounting methods
Deferred hedging is applied. Allocation treatment is applied for forward exchange contracts
eligible for allocation treatment. Special treatment is applied to interest rate swaps that meet therequirements for special treatment.
(2) Means of hedging and hedged item
Forward exchange contracts are used to hedge fluctuations of exchange rates on credits and debts
in foreign currencies. Interest rate swaps are employed to hedge fluctuations of market interest rates
on variable-rate and long-term debt.
(3) Hedging policy
Derivative instruments are used to hedge fluctuations of market rates on credits and debts.
(4) Assessment method of hedging effectivenessTo determine the effectiveness, the Company compares the accumulated total of the market
fluctuations or the cash flow fluctuations for the hedged item and that of the market fluctuations or
the cash flow fluctuations for the means of hedging, during the period from the start of hedging to theassessment. The Company then makes a decision based on the changes of the two.

8.

Other important matters in preparation of non-consolidated financial statements(1) Accounting for retirement benefits
The methods of accounting for unappropriated amounts of unrecognized prior service costs andunrecognized actuarial gains and losses for retirement benefits differ from those in the consolidated
financial statements.
(2) Application of group tax sharing system
The group tax sharing system is applied.

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(Translation)
Notes on Accounting Estimates
1. Estimate of recoverability of receivables from consolidated subsidiaries(1) Amount recognized on the non-consolidated financial statements for the fiscal year
Long-term loans receivable from subsidiaries and affiliates¥24,345 million
Allowance for doubtful receivables¥(4,912) million(2) Information regarding important accounting estimates for the item identified(i) Overview
The Company provides Oki Hong Kong, Ltd. (hereinafter “OHL”), a consolidated subsidiary
which primarily engages in the material procurement and logistics management businesses in China,
with loans in the amounts of US$131 million and RMB216.5 million (¥24,345 million if converted
to Japanese yen based on the exchange rate as of the end of the fiscal year under review) as of theend of the fiscal year, and they are included in long-term loans receivable from subsidiaries andaffiliates. In addition, OHL has accounts receivable from Oki Electric Industry (Shenzhen) Co.,
Ltd. (hereinafter “OSZ”), which has accounts receivable from Oki Banking Systems (Shenzhen) Co.,
Ltd. (hereinafter “OBSZ”).
As described in the “Notes to Consolidated Financial Statements, Notes on Accounting
Estimates, 1. Estimate of recoverability of claims for which litigation is currently pending,” accounts
receivable from Shenzhen Yihua Computer Industrial Co., Ltd. (hereinafter “Yihua Industrial”) havebeen outstanding at OBSZ and, as a result, the payment of a similar amount from OBSZ to OSZ, andfrom OSZ to OHL remains unpaid. In light of such retention status, OHL recorded an allowancefor doubtful receivables against accounts receivable from OSZ in conjunction with the accounting
process in OBSZ for accounts receivable from Yihua Industrial. This resulted in negative net worth
at OHL at the end of the fiscal year, giving rise to a serious issue regarding repayment of the loans
provided by the Company.
(ii) Calculation method for the amount recognized on the non-consolidated financial statements for the
fiscal year and major assumptions to the calculation
The Company classifies the loans to OHL into doubtful accounts and recorded an allowancefor doubtful receivables for an estimated amount of loss up to an amount by which OHL’s liabilities
exceed its assets from the previous year, as a result of making judgment of OHL’s activities in thematerial procurement and logistics management businesses, management status, and ability to pay
comprehensively. The amount of US$32.448 million (¥4,912 million if converted to Japanese yen
based on the exchange rate as of the end of the fiscal year) was recognized at the end of the fiscal
year.
(iii) Impact on the non-consolidated financial statements for the next fiscal year
As the amount by which OHL’s liabilities exceed its assets changes in tandem with theaccounting process in OBSZ for accounts receivable from Yihua Industrial, the estimated amount ofloss may vary significantly subject to the status of the appeal by OBSZ.
2.

Estimate of total costs used to measure the progress of the performance obligation in the recognition ofrevenue(1) Amount recognized on the non-consolidated financial statements for the fiscal year
Among the revenue associated with the performance obligation satisfied over a certain period,
revenue recorded based on the progress calculated by the ratio of the incurred costs to the estimatedtotal costs was ¥41,533 million (including revenue for projects completed before the end of the fiscal
year). Of which, an amount recognized for the fiscal year in relation to construction projects thatwere work-in-progress at the end of the fiscal year is ¥26,986 million.
- 84 -

(Translation)(2) Information regarding important accounting estimates for the item identified
The calculation method for the amount in (1) is the same as the one described in the Notes toConsolidated Financial Statements, “Notes on Accounting Estimates 2. Estimate of total costs used
to measure the progress of the performance obligation in the recognition of revenue.”
3.

Future cash flows estimated based on the determination to recognize the impairment loss
(1) Amount recognized on the non-consolidated financial statements for the fiscal year
Property, plant and equipment¥31,751 million
Intangible assets¥12,102 million
Long-term prepaid expenses¥848 million(2) Information regarding important accounting estimates for the item identified(i) Calculation method for the amount recognized on the non-consolidated financial statements for the
fiscal year and major assumptions to the calculation
The Company determines whether to recognize the impairment loss of the given asset or asset
group, when there is an indication that the asset or asset group may be impaired (hereinafter“indication of impairment”) at the end of a fiscal year. An indication of impairment is recognizedwhen a loss or negative cash flow caused by marketing activities in which the asset or asset group is
used is ongoing or likely to be ongoing, or when a significant downturn of the business is identified.
Whether to recognize the impairment loss of the asset or asset group with indication of impairment
is determined by comparing the total future cash flow before discount obtained from the asset or
asset group (including net sales value in future of assets other than main assets) and the book value,
and if the former is smaller than the latter, the Company recognizes the impairment loss.
The Company determines that indication of impairment is found company-wide, includingcommon assets. However, impairment loss has not been recognized because the company-wide
total future cash flow before discount, which was calculated based on the projected profit and loss
in the next fiscal year and onwards, is greater than the book value of the Company’s assets. Major
assumptions used to estimate the future cash flow before discount are net sales and expenses inbusiness plans for the next fiscal year, and those in the Medium-Term Business Plan 2025 for the
fiscal years subsequent to the next fiscal year. Each of the plans enlists projections of future net
sales and expenses, etc., based on management strategy taking into account past performance andthe current business environment.
(ii) Impact on the non-consolidated financial statements for the next fiscal year
It is possible that impairment loss may be reported in the next fiscal year if a significant change
occurs in the business environment, which necessitates a downward revision of the above assumption,
resulting in the company-wide total future cash flow before discount calculated based on the
projected future profit and loss becoming smaller than the book value of the Company’s assets.

4.

Estimate of recoverability of deferred tax assets(1) Amount recognized on the non-consolidated financial statements for the fiscal year
Deferred tax assets¥10,476 million(2) Information regarding important accounting estimates for the item identified
The calculation method for the amount in (1) is the same as the one described in the Notes toConsolidated Financial Statements, “Notes on Accounting Estimates, 3. Estimate of recoverability ofdeferred tax assets.”- 85 -

(Translation)
Notes to Non-consolidated Balance Sheet
1. Assets provided as collateral
Investments in securities
Liabilities collateralized by the abovementioned assets
Short-term borrowings
2.

¥3,500 million

Guarantee liabilities:
The Company provides guarantees for bank borrowings made by employees, and subsidiaries andaffiliates as shown below.
Oki Europe Ltd.

OKI Circuit Technology Co., Ltd.
OKI Crosstech Co., Ltd.
Oki Data Manufacturing (Thailand) Co., Ltd.
OKI INDIA PRIVATE LIMITED
Three other entities:
Total:
3.

¥8,322 million¥2,868 million(GBP15 million)¥1,745 million¥905 million¥832 million($5.5 million)¥798 million(INR438.558 million)¥745 million¥7,896 million

Monetary claims receivable from and payable to subsidiaries and affiliates
Short-term monetary claims receivable from subsidiaries and affiliates:
Long-term monetary claims receivable from subsidiaries and affiliates:
Short-term monetary claims payable to subsidiaries and affiliates:
Long-term monetary claims payable to subsidiaries and affiliates:

Notes to Non-consolidated Statement of Operations
Transactions with subsidiaries and affiliates
Net sales:
Purchases:
Non-operating transactions:
Notes to Non-consolidated Statement of Changes in Net Assets
Type and number of treasury stock as of the end of the fiscal year
Common stock:- 86 -¥34,770 million¥1,161 million¥47,241 million¥67 million¥34,326 million¥84,471 million¥19,783 million

542 thousand shares

(Translation)
Notes to Deferred Tax Accounting
1. Major factors giving rise to deferred tax assets and liabilities
Deferred tax assets
Loss carry forwards
Nondeductible write-downs of shares of subsidiaries and affiliates
Nondeductible retirement benefits
Adjustments of losses on transfers among consolidated subsidiaries
Allowance for doubtful receivables
Nondeductible accrued bonuses
Nondeductible write-downs of inventories
Provision for loss on construction contracts
Loss on impairment of fixed assets
Balance of trust property with retirement benefits
OthersSubtotal deferred tax assets
Valuation allowance
Total deferred tax assets

2.

¥12,424 million¥9,605 million¥4,816 million¥3,418 million¥1,525 million¥1,412 million¥1,365 million¥1,276 million¥825 million¥774 million¥3,635 million¥41,075 million¥(30,598) million¥10,476 million

Deferred tax liabilities
Prepaid pension cost
Gain on valuation of investment securities
Net unrealized holding gain/loss on other securities
Nondeductible unrealized gain on contribution of securities to thepension trust
OthersTotal deferred tax liabilities¥(245) million¥(16,504) million

Net deferred tax assets¥(6,028) million¥(5,597) million¥(5,050) million¥(3,746) million¥(1,866) million

Accounting process of corporate tax and local corporate tax or accounting process of tax effect accounting
relating thereto
The Company has applied the group tax sharing system, and in accordance with “Practical Solution on
the Accounting and Disclosure Under the Group Tax Sharing System” (ASBJ PITF No. 42, August 12,2021), the Company has performed the accounting process of the corporate tax and local corporate tax orthe accounting process of the tax effect accounting relating thereto and has disclosed such information.

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(Translation)
Notes to Related Party Transactions
Subsidiaries, etc.
Attribute

Subsidiary

Subsidiary

Name of company, etc.

OKI Crosstech Co.,Ltd.

OKI Circuit
Technology Co.,Ltd.

Location

Chuo-ku,
Tokyo

Tsuruoka(Yamagata)

CapitalBusiness

Equipment work,
designing, construction
and maintenance ofelectrical,
telecommunication,
firefighting and other¥2,001 million facilities, maintenance,
operations andtechnical support for
ICT equipment andsystems, and sales ofrelated equipment andsupplies¥480 million

Account item

Endingbalance(mil. yen)

Borrowings of
funds

–

Deposits
received

12,053

Sales ofproducts

10,677

Accounts
receivable,
trade

3,908

Short-term
loans
receivable

4,858

Supply products, etc.,
purchase of services

Purchase of products
and services, lendingof funds

Lending of
funds

7,290

Short-term
loans
receivable

7,738(Direct)
100%

Purchase of products

Purchase of
products

27,860Accounts
payable,
trade

5,975

23,594Long-term
loans
receivable
fromsubsidiaries
and affiliates

24,345Tokorozawa(Saitama)¥400 million

Subsidiary

Oki Data
Manufacturing(Thailand) Co., Ltd.

Thailand420 million
Thai baht

Manufacture of
information processing
equipment

US$10.292
millionTransaction
amount(mil. yen)

(Direct)
100%

OKI Nextech Co.,Ltd.

Hong Kong

Description oftransactions(Direct)
100%

Subsidiary

Oki Hong Kong,
Ltd.

(Direct)
100%

Relationship withrelated party

Design, manufacture,assembly and sales ofprinted circuit boards,
electronic equipment
and electronic parts

Development, design,
manufacture, sales andmaintenance of
information andcommunications
devices, industrial
electronic devices,
medical electronicequipment and otherelectronic devices aswell as electronic parts

Subsidiary

Votingright ratio

Holdings company,
material procurement(Direct)
100%

Purchase of products
and services, lendingof funds

Purchase of products
Lending of funds

Lending offunds

Lending of
funds

4,120

Long-term
loans
receivable
fromsubsidiaries
and affiliates

76

Notes:
1. The transaction amount excludes consumption tax, etc., while the ending balance includes consumption tax, etc.
2. Conditions of transactions and policy in determining conditions(1) The Company determines conditions regarding purchase of services and purchase of products based on market prices andconducting negotiation.
(2) The Company determines the interest rate for the lending of funds by taking the market rate of interest into consideration.
However, for some subsidiaries, the Company determines the said interest rate by taking the financial position of thesubsidiaries. Transaction amount shows the average balance during the fiscal year because the transactions are repetitive.
3. An allowance for doubtful accounts of ¥4,912 million has been recorded for loans to Oki Hong Kong, Ltd. Furthermore, anallowance for doubtful accounts of ¥4,656 million has been provisioned this fiscal year.

Notes to Per-share Information
1. Net assets per share:¥1,184.59
2. Earnings per share:¥272.34
Notes on Revenue Recognition
Notes on the information to understand the revenue from contracts with customers are omitted since thesame contents are described in “Notes on Revenue Recognition” in the Notes to Consolidated Financial
Statements.
- 88 -

(Translation)
Explanatory notes on Company to Which Consolidated Dividend Regulations Apply
The Company will be a company to which consolidated dividend regulations apply after the final day of
the fiscal year under review becomes the final day of the final fiscal year.

- 89 -

(Translation)

Transcript of Accounting Auditors’ Report

Independent Auditors’ Report
May 20, 2024
To: Board of Directors
Oki Electric Industry Co., Ltd.
PricewaterhouseCoopers Japan LLC
Tokyo Office
Tsuyoshi Saito,
Engagement Partner, Certified Public Accountant
Takeaki Ishibashi,
Engagement Partner, Certified Public Accountant
Tomomi Shinbo,
Engagement Partner, Certified Public Accountant
Audit opinion
We have audited the non-consolidated financial statements—the non-consolidated balance sheet, the non-consolidated statementof operations, the non-consolidated statement of changes in net assets and notes to the non-consolidated financial statements—
and its supporting schedules (“Financial Statements, etc.”) of Oki Electric Industry Co., Ltd. for the 100th term from April 1,
2023 to March 31, 2024 in accordance with Article 436, paragraph (2), item (i) of the Companies Act.
We concluded that the Financial Statements, etc. fairly present in all aspects of Oki Electric Industry’s assets and income or loss
in accordance with corporate accounting standards generally accepted in Japan.
Basis for audit opinion
We have conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under thosestandards are further described in the “Responsibility of auditor for the audit of the Financial Statements, etc.” section of ourreport. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit in Japan,
and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
The other information refers to the business report and its supplementary schedules. Management is responsible for preparing
and disclosing the other information. In addition, the Audit & Supervisory Board Members and the Audit & Supervisory Board
are responsible for overseeing the Directors’ performance of duties within the maintenance and operation of the reporting process
for the other information.
The scope of our audit opinion on the non-consolidated financial statements does not include the content of the other information,
and we do not express an opinion regarding the other information.
Our responsibility in auditing the non-consolidated financial statements is to read through the other information, and in the processof reading it, we examine whether there are material differences between the other information and the non-consolidated financial
statements or the knowledge we have gained in the auditing process, and we also pay attention as to whether there are any
indications in the other information of material errors besides such material differences.
If we determine there to be material errors in the other information based on the work we have performed, we are required toreport those facts.
There are no matters to report regarding the other information.
Responsibility of management, Audit & Supervisory Board Members and the Audit & Supervisory Board for preparing Financial
Statements, etc.
Oki Electric Industry’s management is responsible for preparing and presenting fairly the Financial Statements, etc. in accordancewith corporate accounting standards generally accepted in Japan. This includes designing and operating internal control that the
management determines necessary to prepare and fairly present the Financial Statements, etc. that are without material
misstatement due to fraud or errors.
In preparing the Financial Statements, etc., management is responsible for assessing whether it is appropriate to prepare the
Financial Statements, etc. with the assumption of a going concern, and in accordance with corporate accounting standards
generally accepted in Japan, for disclosing, as necessary, matters related to going concern.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the Directors’
performance of duties within the maintenance and operation of the financial reporting process.
Responsibility of auditors for the audit of the Financial Statements, etc.
Our responsibilities are to obtain reasonable assurance about whether the Financial Statements, etc. as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor’s report that expresses our opinion on the Financial
Statements, etc. based on our audit from an independent point of view. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected to influence the decisions of users of
the Financial Statements, etc.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional
skepticism throughout the audit process to perform the following:- 90 -

(Translation)• Identify and assess the risks of material misstatement, whether due to fraud or error, and design and perform audit procedures
responsive to those risks. Selecting audit procedures to be applied is at the discretion of the auditor. Obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion.
• When auditing the Financial Statements, etc., obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances in making risk assessments, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control.
• Evaluate the appropriateness of accounting policies used by management and their method of application, as well as thereasonableness of accounting estimates made by management and the appropriateness of related notes thereto.
• Conclude on the appropriateness of preparing the Financial Statements, etc. with the assumption of a going concern bymanagement, and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the notes to the Financial Statements, etc. or, if
the notes to the Financial Statements, etc. on material uncertainty are inadequate, to express a qualified opinion with exceptions
on the Financial Statements, etc. Our conclusions are based on the audit evidence obtained up to the date of our auditor’sreport. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate whether the presentation of the Financial Statements, etc. and notes thereto are in accordance with corporate
accounting standards generally accepted in Japan, as well as evaluate the presentation, structure, and content of the Financial
Statements, etc., including the related notes thereto, and whether the Financial Statements, etc. fairly present the underlying
transactions and accounting events.
We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit process, and other matters required by auditing standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with a statement that we havecomplied with relevant ethical requirements in Japan regarding independence, and communicate with them all relationships andother matters that may reasonably be deemed to bear on our independence, any countermeasures we have taken to eliminate
obstruction factors, and any safeguards we have applied in order to reduce obstruction factors to an acceptable level.
Conflict of interest
We or engagement partners have no interests in the Company, which should be stated in compliance with the Certified Public
Accountants Act.

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(Translation)

Transcript of Audit & Supervisory Board’s Report

Audit & Supervisory Board’s Report
We, the Audit & Supervisory Board, have prepared upon consultation this Audit Report based on reports compiled by each Audit & Supervisory
Board Member with respect to Directors’ performance of their duties during the 100th fiscal year from April 1, 2023 to March 31, 2024, as
follows:
1. Auditing methods used by Audit & Supervisory Board Members and the Audit & Supervisory Board, and details of audit(1) The Audit & Supervisory Board specified an audit policy, compiled audit plans and received reports from each Audit & Supervisory Board
Member on the status of implementation and results of audits and also received reports from Directors and accounting auditors on the statusof the execution of their duties and asked them for explanations as needed.
(2) Each Audit & Supervisory Board Member, according to the audit standards, policy and plans set up by the Audit & Supervisory Board, has
maintained good communications with Directors, the internal audit division and other employees and strived to collect information andimprove the audit environment and conducted an audit by following the methods described below:(a) We attended the meetings of the Board of Directors and other meetings as deemed important, received from Directors and employees
reports on the execution of their duties, asked for explanations as necessary, perused the documents whereby the important decisions
were made, and examined business and financial conditions at the head office and principal operating offices. With respect to thesubsidiaries of the Company, we have maintained good communications and exchanged information with Directors, Audit & Supervisory
Board Members and others and received reports on business conditions from the subsidiaries as needed.
(b) In addition, we have periodically received reports from Directors and employees, among others, required explanation when necessary,and made opinions with regard to the status of operations and the systems established thereon (internal control systems) made by the
Board of Directors concerning the establishment of systems defined in Article 100, paragraph (1) and paragraph (3) of the Regulations
for Enforcement of the Companies Act as necessary for ensuring compliance with laws and the Company’s Articles of Incorporation in
the performance of duties by Directors, described in the Business Report, and for ensuring appropriateness of duties of corporate groupconsisting of joint stock company and its subsidiaries. With respect to the internal controls over financial reporting, we have received
reports on the internal control evaluation and status of the audits from the Directors, etc. and the PricewaterhouseCoopers Japan LLC,
and asked them for explanations as necessary.
(c) We have monitored and verified whether the accounting auditors maintained their independence and properly implemented audits,
received from the auditors reports on the performance of their duties and asked them for explanations as necessary. The accounting
auditors reported to us that “systems for ensuring proper execution of duties” (listed in each item of Article 131 of the Corporate
Calculation Regulations) have been established in accordance with the quality control standards concerning audits (Business Accounting
Council), and asked them for explanations as necessary.
Based on the methods mentioned above, we have reviewed the business report for the said fiscal year and their supplementary schedules, financial
statements for the said fiscal year (balance sheet, statement of operations, statement of changes in shareholders’ equity, and notes to nonconsolidated financial statements), their supplementary schedules and consolidated financial statements (consolidated balance sheet, consolidated
statement of operations, consolidated statement of changes in shareholders’ equity, and notes to consolidated financial statements).
2. Results of Audit(1) Results of audit of the business report(a) We consider that the business report and its supplementary schedules fairly present the situation of the Company in accordance with
relevant laws and regulations and the Company’s Articles of Incorporation.
(b) With respect to the Directors’ performance of their duties, we have found neither undue transactions nor material facts that violate relevantlaws and regulations or the Company’s Articles of Incorporation.
(c) We consider that the details of the resolution made by the Board of Directors concerning internal control procedures are proper. With
respect to the details described in the Business Report and the Directors’ performance of their internal control duties, we have found noissues to be pointed out. Furthermore, regarding internal controls over financial reporting, as of the creation of this audit report, wehave received reports from Directors, etc. and PricewaterhouseCoopers Japan LLC to the effect that there are no significant deficiencies
that should be disclosed.
(2) Results of audit of financial statements and their supplementary schedules
We consider that the auditing methods and results of the Company’s Accounting Auditors, PricewaterhouseCoopers Japan LLC, areproper.
(3) Results of audit of consolidated financial statements
We consider that the auditing methods and results of the Company’s Accounting Auditors, PricewaterhouseCoopers Japan LLC, areproper.
May 21, 2024
The Audit & Supervisory Board, Oki Electric Industry Co., Ltd.
Masashi Fuse, Standing Audit & Supervisory Board Member
Toshiyuki Yokota, Standing Audit & Supervisory Board Member
Hideo Shiwa, Outside Audit & Supervisory Board Member
Ryuichi Makino, Outside Audit & Supervisory Board Member
Yoshihiro Tsuda, Outside Audit & Supervisory Board Member- 92 -