(Translation)
This document is an English translation of the notice of resolution at the general meeting ofshareholders which is originally written in Japanese. This translation was made for reference purpose
only and any kinds of warranty, in particular, accuracy of this translation, are hereby disclaimed.

June 29, 2006

NOTICE OF RESOLUTION
AT 82ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholder,
Oki Electric Industry Co., Ltd. (the “Company”) would hereby like to inform you of the reports
submitted and resolutions reached at its 82nd ordinary general meeting of shareholders.
Yours faithfully,Katsumasa Shinozuka
President and Chief Executive Officer
Oki Electric Industry Co., Ltd.
1-7-12 Toranomon, Minato-ku, Tokyo

Reported Items:
1. Business Report, Balance Sheets and Statements of Income for the 82nd fiscal year (from April 1,2005 to March 31, 2006)
2. Consolidated Balance Sheets, Consolidated Statements of Income, audit results of consolidated
financial statements by the Account Auditor and the Board of Corporate Auditors for the 82ndfiscal year (from April 1, 2005 to March 31, 2006)
Resolved Items:
Agenda 1: Approval of the Proposed Appropriation of Unappropriated Retained Earnings forthe 82nd Fiscal Year
Approved as proposed.
Also, the dividend for the fiscal year under review was determined to be 3 yen pershare.
Agenda 2: Partial Amendment to the Articles of Incorporation
Approved as proposed.
The principal items of amendment include:.
(1) Establishment of regulations governing issuance of stock certificates;(2) Deletion of regulations governing specification of venues for general meetings ofshareholders;(3) Establishment of regulations enabling Internet-based disclosure of reference
documents, etc.;(4) Establishment of regulations enabling written resolutions of the Board of Directors;(5) Increase in the number of Corporate Auditors for the purpose of meeting future
requirements; and(6) Development and incorporation of phraseology and expressions which would fit inmore properly with those of the new Companies Act.
Agenda 3: Election of Eight Directors
Katsumasa Shinozuka, Kazuo Tanaka, Yutaka Maeda, Tadao Murase, Naoki Sato,
Harushige Sugimoto, Hironori Kitabayashi, Mikihiko Maeno were elected as Directors,
and subsequently assumed their posts.
Agenda 4: Election of One Corporate Auditor
Yoshikatsu Shiraishi was elected as Corporate Auditor, and subsequently assumed hispost.
Agenda 5: Revision of Wages for Directors and Auditors
It was approved as proposed to revise wages for Directors to up to 600 million yen peryear (not including any salaries Directors receive as employees), and wages for
Corporate Auditors to up to 100 million yen per year.
Agenda 6: Granting of Equity Warrants as Stock Options to Directors
It was approved as proposed to grant equity warrants as “Non-Monetary
Remuneration,” to Company’s Directors who are charged with executing the relevant
operations. The equity warrants shall be the fair price as calculated using theBlack-Scholes Option Pricing Model as of the date of allotment of equity warrants,
amounting to 185 units (the number of shares for one unit: 1,000).
Agenda 7: Determining Particulars of Offering Equity Warrants Granted as Stock Options toExecutive Officers Excluding Those Concurrently Serving as Directors
It was approved as proposed to issue free of charge equity warrants to Company’s
Executive Officers, senior staff members and Directors of certain subsidiaries,
amounting to 162 units (the number of shares for one unit: 1,000).