(Translation)
This document is an English translation of the notice of resolution at the general meeting of shareholders
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 8, 2005

June 29, 2005

NOTICE OF RESOLUTION
AT 81ST 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 81st 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 81st fiscal
year (from April 1, 2004 to March 31, 2005)
2. Consolidated Balance Sheets, Consolidated Statements of Income, audit resultsof consolidated financial statements by the Account Auditor and the Board ofCorporate Auditors for the 81st fiscal year (from April 1, 2004 to March 31,2005)
Resolved Items:
Agenda 1:

Agenda 2:

Approval of the proposed appropriation of unappropriated retained earnings
for the 81st fiscal year
Approved as proposed.
Also, the dividend for the fiscal year under review was determined to be 3yen per share.
Partial amendment to the Articles of Incorporation
Approved as proposed.
The reasons for amendments are as follows.

-1-(Translation)
Following the execution of the “Law for Partial Revision of theCommercial Code for the Introduction of the Electronic Announcement
System” (No. 87, 2004) on February 1, 2005, we decided to change ourannouncement method from placement on the Nihon Keizai Shimbun toelectronic announcements, and establish measures for cases in which an
electronic announcement is not possible due to unavoidable events. Also,
following the establishment of the management structure based on theexecutive system, we decided to reduce the number of Directors.
The details of amendments are as follows.
(Underlined portions are the amendments.)
Previous Articles of Incorporation

New Articles of Incorporation

Article 4. Announcement Method
Announcements of the Company shall be conductedby advertising in the Nihon Keizai Shimbun
published in Tokyo.

Article 4. Announcement Method
Announcements of the Company shall be conductedby electronic announcement. Provided, however,that they shall be done by advertising in the Nihon
Keizai Shimbun published in Tokyo in case electronicannouncement is not possible due to unavoidable
events.

Article 17. Number of Directors
The number of Directors of the Company shall be up
to twenty (20).

Article 17. Number of Directors
The number of Directors of the Company shall be up
to fifteen (15).

Agenda 3:

Election of three Directors
Nobuhide Hara, Hideichi Kawasaki and Minoru Morio were elected asDirectors, and subsequently assumed their posts. Executive Officers as ofthe end of the ordinary general meeting of shareholders are as follows.
CEO:Senior Executive Officers:□ Katsumasa Shinozuka
Kazushige Matsui
Senior Managing Executive
Hironori Kitabayashi
Officers:
Executive Officers:□ Kazuo Tanaka
Keiichi Fukumura□ Yutaka Maeda
Masayoshi Matsushita
Senior Executive Officers:
Masataka Sase
□ Tadao Murase
Yutaka Asai
□ Nobuhide Hara
Shigeru Yamamoto□ Takashi Hattori
Kiyoharu Miyatake□ Naoki Sato
Akira Kamo
□ Harushige Sugimoto
Masao Miyashita□ Hideichi Kawasaki* Hiroshi Enomoto* Kichiro Akino
Notes:
1. CEO stands for Chief Executive Officer.
2. □ indicates those concurrently appointed as Director.
3. Asterisk indicates executive officers newly appointed on April 1, 2005.

-2-(Translation)
Agenda 4:

Revision of wages for Directors and Auditors
It was approved as proposed to revise wages for Directors to up to 480
million yen per year (not including any salaries Directors receive asemployees), and wages for Corporate Auditors to up to 84 million yen peryear.

Agenda 5:

Issuance of stock acquisition rights as stock options
It was approved as proposed to issue free of charge stock acquisition rights
amounting to 442 units (the number of shares for one unit: 1,000), with themaximum number of common shares being 442,000, to Directors engaged in
the business operations of the Company, Executive Officers, senior staff
members participating in management and Directors of certain subsidiaries.

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