Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 6926
June 8, 2022
To Our Shareholders
Akira Takayashiki
President & Representative Director

OKAYA ELECTRIC
INDUSTRIES CO., LTD.

6-16-9 Todoroki, Setagaya-ku, Tokyo,
Japan

Notice of the 99th Annual General Meeting of Shareholders
The 99th Annual General Meeting of Shareholders of OKAYA ELECTRIC INDUSTRIES CO., LTD. (the“Company”), will be held as described below.
The material for the general meeting of shareholders is available on the Company’s website(http://www.okayaelec.co.jp). To prevent infection by COVID-19, we recommend that shareholders do notattend the general meeting of shareholders in person but exercise their voting rights in writing or online inadvance. We also request that shareholders examine the reference documents for the general meeting ofshareholders provided below and then exercise their voting rights by 5:20 p.m. on Thursday, June 23, 2022
(JST).
1. Date and Time

Friday, June 24, 2022, at 10:00 a.m. (JST)(The reception desk is scheduled to open at 9:00 a.m. on the day of the meeting.)

2. Venue

Fuji (East) (3F), Arcadia Ichigaya (Shigaku Kaikan)
4-2-25 Kudankita, Chiyoda-ku, Tokyo

3. Purpose of the Meeting:
Matters to be Reported
1. Report on the Business Report, the Consolidated Financial Statements, andresults of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board for the 99th Fiscal Year (from April
1, 2021 to March 31, 2022).
2. Report on Non-consolidated Financial Statements for the 99th Fiscal Year (from
April 1, 2021 to March 31, 2022)
Matters to be Resolved
Proposal No. 1 Partial Amendments of the Articles of Incorporation
Proposal No. 2 Election of Five Directors
Proposal No. 3 Election of One Substitute Audit & Supervisory Board Member
Those attending in person are kindly asked to submit the enclosed Voting Rights Exercise Form at the reception desk on arrivalat the meeting. If revisions are made to the Business Report, the Non-consolidated Financial Statement or the Consolidated
Financial Statement for the general meeting of shareholders, they will be posted on the Company’s website(http://www.okayaelec.co.jp).

-1-Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Partial Amendments of the Articles of Incorporation

The reasons for the amendments of the Articles of Incorporation are as follows.
(1) Clarification of the positioning of Directors with special titles and Executive Officers
The Company has introduced an executive officer system to efficiently promote swift decision-making
and execution related to the conduct of business. By clarifying the definition of Directors with special
titles and Executive Officers with special titles in the articles of incorporation, we aim to improve theagility and efficiency of the operation of the business execution system.
(2) Introduction of measures for providing reference documents for general meetings of shareholders, etc.
in electronic format
We plan to amend the Company’s Articles of Incorporation, as follows, to prepare for the introductionof the system to provide materials for general meetings of shareholders in electronic format. This isbecause the revised provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of
the “Act for Partially Amending the Companies Act” (Act No. 70 of 2019) are due to come into effecton September 1, 2022.
1)
2)

Article 15, paragraph 1 in “Proposed amendments” below will stipulate that the Company shalltake measures for providing information that constitutes the content of reference documents for thegeneral meeting of shareholders, etc. in electronic format.
The proposed amendment to Article 15, Paragraph 2 is to establish a provision to limit the scopeof the items to be stated in the paper-based documents to be delivered to shareholders who haverequested the delivery of paper-based documents.

3)

Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for
the General Meetings of Shareholders, etc. (Article 15 of the current Articles of Incorporation) will
no longer be required, they will be deleted.

4)Regarding the abovementioned provisions to be newly established and deleted, supplementaryprovisions regarding the effective date and so on will be established.

(3) Minor revisions to the wording of each article of the Articles of Incorporation of the Company
We will make minor revisions to the wording of each article of the Articles of Incorporation of theCompany.
Details of the Amendments
The details of the amendments are as follows.
(Underlined parts are those to be amended or deleted.)
Proposed Amendments
Article 1
Article 1(No change)(Purpose)(Purpose)
Article 2
Article 2
The purpose of the Company shall be to engage in the
The purpose of the Company shall be to engage in thefollowing business activities.
following business activities.
1. Manufacturing and sale of parts for electronic and
1. Manufacturing and sale of parts for electronic andcommunication equipment, and electronic component
communication equipment, and electronic component(Change in Japanese only; English unchanged)
Current Articles of Incorporation(Text omitted)

-2-

2.

Current Articles of Incorporation
Manufacturing and sale of communication equipment,
electrical measuring instruments, electronic
application equipment, industrial- and consumer-use
electric appliances

3.

Contracting business and maintenance of electric
appliance installation work, electrical work,
telecommunications work and instrumentation work

4.

Manufacturing and sale, and lease of information
processing and telecommunications equipment andsoftware5.

Manufacturing and sale of physical and chemical
appliances, medical equipment, precise measuring
instruments and their parts

6.
7.

Real estate leasing
All business activities accompanying the preceding
items(Location of the head office)
Article 3
The head office of the Company is located in Setagaya-ku,
Tokyo, Japan.
Article 4 to Article 7 (Texts omitted)(Rights regarding shares less than one unit)
Article 8
Shareholders of the Company may not exercise any rights
other than the rights listed below with respect to shares lessthan one unit that they hold.
(1) Rights stipulated in each item of Article 189,
Paragraph (2) of the Companies Act(2) Rights stipulated in Article 166, Paragraph (1) of theCompanies Act(3) Rights to receive an allotment of shares to be offered
and an allotment of stock acquisition rights to beoffered in accordance with the number of shares heldby shareholders(4) The right to make the request set forth in thefollowing article(Adding to holdings of shares less than one unit)
Article 9
A shareholder of the Company may, pursuant to the Share
Handling Regulations, demand that the Company sell to theshareholder the number of shares that, together with theshares constituting less than one unit held by theshareholder, would constitute one unit.

Proposed Amendments
Manufacturing and sale of communication equipment,
electrical measuring instruments, electronic
application equipment, industrial- and consumer-use
electric appliances (Change in Japanese only; English
unchanged)
3. Contracting business and maintenance of electric
appliance installation work, electrical work,
telecommunications work and instrumentation work
(Change in Japanese only; English unchanged)
4. Manufacturing and sale, and lease of information
processing and telecommunications equipment andsoftware (Change in Japanese only; English
unchanged)
5. Manufacturing and sale of physical and chemical
appliances, medical equipment, precise measuring
instruments and their parts (Change in Japanese only;
English unchanged)
6. Real estate leasing
7. All business activities accompanying the preceding
items(Location of the head office)
Article 3
The head office of the Company is located in Setagaya-ku,
Tokyo, Japan. (Change in Japanese only; English
unchanged)
Article 4 to Article 7 (No change)(Rights regarding shares less than one unit)
Article 8
Shareholders of the Company may not exercise any rights
other than the rights listed below with respect to shares lessthan one unit that they hold.
(1) Rights stipulated in each item of Article 189,
Paragraph (2) of the Companies Act(2) Rights stipulated in Article 166, Paragraph (1) of theCompanies Act(3) Rights to receive an allotment of shares to be offered
and an allotment of stock acquisition rights to beoffered in accordance with the number of shares heldby shareholders (Change in Japanese only; English
unchanged)(4) The right to make the request set forth in thefollowing article(Adding to holdings of shares less than one unit)
Article 9
A shareholder of the Company may, pursuant to the Share
Handling Regulations, demand that the Company sell to theshareholder the number of shares that, together with theshares constituting less than one unit held by theshareholder, would constitute one unit. (Change in Japanese
only; English unchanged)

-3-

2.

Current Articles of Incorporation(Share Handling Regulations)
Article 10
The handling services and fees related to the Company’s
shares shall be governed by laws, regulations and the
Articles of Incorporation as well as the Share Handling
Regulations established by the Board of Directors.
(Shareholder registry administrator)
Article 11
1. The Company shall have a shareholder registryadministrator.
2.

The shareholder registry administrator and the place
for handling its affairs shall be selected by resolutionof the Board of Directors and public notice thereof
shall be given.

3.

The preparation and maintenance of the shareholder
registry and the registry of stock acquisition rights
and other administrative matters relating to theshareholder registry and the register of stockacquisition rights of the Company shall be entrusted
to the shareholder registry administrator and will not
be handled by the Company.

Article 12 to Article 13(Texts omitted)(Convener and Chairperson)
Article 14(Text omitted)(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, etc.)
Article 15
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be statedor presented in the reference documents for the general
meeting of shareholders, business reports, nonconsolidated financial statements and consolidated
financial statements through the Internet in accordancewith the provisions prescribed by the Ministry of Justice
Order, it may be deemed that the Company has provided
this information to shareholders.
(Newly established)

Proposed Amendments(Share Handling Regulations)
Article 10
The handling services and fees related to the Company’s
shares shall be governed by laws, regulations and the
Articles of Incorporation as well as the Share Handling
Regulations established by the Board of Directors. (Change
in Japanese only; English unchanged)(Shareholder registry administrator)
Article 11
1. The Company shall have a shareholder registryadministrator. (Change in Japanese only; English
unchanged)
2. The shareholder registry administrator and the place
for handling its affairs shall be selected by resolutionof the Board of Directors and public notice thereof
shall be given. (Change in Japanese only; English
unchanged)
3. The preparation and maintenance of the shareholder
registry and the registry of stock acquisition rights
and other administrative matters relating to theshareholder registry and the register of stockacquisition rights of the Company shall be entrusted
to the shareholder registry administrator and will not
be handled by the Company. (Change in Japanese
only; English unchanged)
Article 12 to Article 13 (No change)(Convener and Chairperson)(Change in Japanese only; English unchanged)
Article 14(No change)(Deleted)(Measures, etc. for Providing Information in Electronic
Format)Article 15
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders,etc. in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to bedelivered to shareholders who requested the deliveryof paper-based documents by the record date ofvoting rights.

-4-Current Articles of Incorporation
Article 16 to Article 17(Texts omitted)
Chapter 4
Director and the Board of Directors

Proposed Amendments
Article 16 to Article 17 (No change)
Chapter 4
Director and the Board of Directors(Change in Japanese only; English unchanged)
Article 18 to Article 20(Texts omitted)
Article 18 to Article 20 (No change)(Board of Directors)(Board of Directors)
Article 21
Article 21
The Company shall have a Board of Directors.
The Company shall have a Board of Directors. (Change inJapanese only; English unchanged)(Representative Director and Directors with special titles)(Representative Director and Directors with special titles)(Change in Japanese only; English unchanged)
Article 22
Article 22
1. (Text omitted)
1. (No change)
2. The Board of Directors may, by its resolution, appoint
2. The Board of Directors may, by its resolution, elect a
a Chairperson and Director, a President and Director
Chairperson and Director.
and a few Senior Managing Executive Directors andManaging Executive Directors.
(Newly established)(Executive Officer and Executive Officer with special title)
Article 23
1. The Board of Directors may, by its resolution, appoint
Executive Officers and have them share in theexecution of the operations of the Company.
2. The Board of Directors may, by its resolution, electExecutive Officers with special titles.
(Convener and Chairperson of the Board of Directors)(Convener and Chairperson of the Board of Directors)(Change in Japanese only; English unchanged)
Article 23(Text omitted)
Article 24(No change)(Notice of convocation of Board of Directors Meeting)(Notice of convocation of Board of Directors Meeting)
Article 24
Article 25
1. Notice of the convocation of a meeting of the Board
1. Notice of the convocation of a meeting of the Boardof Directors shall be issued to each Director and eachof Directors shall be issued to each Director and each
Audit & Supervisory Board Member at least three
Audit & Supervisory Board Member at least threedays before the date of the meeting. However, if there
days before the date of the meeting. However, if there
is an urgent need, this period can be shortened.
is an urgent need, this period can be shortened.
(Change in Japanese only; English unchanged)
2. With the consent of all Directors and Audit &2. With the consent of all Directors and Audit &Supervisory Board Members, a meeting of the Board
Supervisory Board Members, a meeting of the Boardof Directors may be held without taking theof Directors may be held without taking theconvocation procedure.
convocation procedure. (Change in Japanese only;
English unchanged)
Article 25(Text omitted)
Article 26(No change)(Regulations for the Board of Directors)(Regulations for the Board of Directors)(Change in Japanese only; English unchanged)
Article 26
Article 27
Matters related to the Board of the Directors shall be
Matters related to the Board of Directors shall be governed
governed by laws, regulations and the Articles ofby laws, regulations and the Articles of Incorporation as well
Incorporation as well as the Regulations for the Board ofas the Regulations for the Board of Directors established by
Directors established by the Board of Directors.
the Board of Directors. (Change in Japanese only; English
unchanged)
Article 27 to Article 28(Texts omitted)
Article 28 to Article 29 (No change)-5-Current Articles of Incorporation
Chapter 5
Audit & Supervisory Board Member and the Audit &Supervisory Board(Audit & Supervisory Board Member and the Audit &Supervisory Board)
Article 29
The Company shall have Audit & Supervisory Board
Members and an Audit & Supervisory Board.
Article 30 to Article 34(Texts omitted)(Regulations for the Audit & Supervisory Board)
Article 35
Matters related to the Audit & Supervisory Board shall begoverned by laws, regulations and the Articles ofIncorporation as well as the Regulations for the Audit &Supervisory Board established by the Audit & Supervisory
Board.
Article 36 to Article 37(Texts omitted)(Accounting Auditor)
Article 38
The Company shall have an Accounting Auditor.
Article 39 to Article 46(Texts omitted)(Newly established)

Proposed Amendments
Chapter 5
Audit & Supervisory Board Member and the Audit &Supervisory Board(Change in Japanese only; English unchanged)(Audit & Supervisory Board Member and the Audit &Supervisory Board) (Change in Japanese only; English
unchanged)
Article 30
The Company shall have Audit & Supervisory Board
Members and an Audit & Supervisory Board. (Change inJapanese only; English unchanged)
Article 31 to Article 35 (No change)(Regulations for the Audit & Supervisory Board)(Change in Japanese only; English unchanged)
Article 36
Matters related to the Audit & Supervisory Board shall begoverned by laws, regulations and the Articles ofIncorporation as well as the Regulations for the Audit &Supervisory Board established by the Audit & Supervisory
Board. (Change in Japanese only; English unchanged)
Article 37 to Article 38 (No change)(Accounting Auditor)
Article 39
The Company shall have an Accounting Auditor. (Change inJapanese only; English unchanged)
Article 40 to Article 47 (No change)
Supplementary Provisions
1. The deletion of Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meetings of Shareholders, etc.) in the preamended Articles of Incorporation and theestablishment of the new Article 15 (Measures, etc.
for Providing Information in Electronic Format) in theamended Articles of Incorporation shall be effectivefrom September 1, 2022, the date of enforcement of
the revised provisions provided for in the proviso to
Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of2019) (hereinafter referred to as the “Date of
Enforcement.”)
2. Notwithstanding the provision of the preceding
paragraph, Article 15 of the pre-amended Articles ofIncorporation (Internet Disclosure and Deemed
Provision of Reference Documents for the General
Meetings of Shareholders, etc.) shall remain effective
regarding any general meeting of shareholders held
on a date within six months from the Date of
Enforcement.
3. Supplementary Provisions shall be deleted on the datewhen six months have elapsed from the Date of
Enforcement or three months have elapsed from thedate of the general meeting of shareholders in thepreceding paragraph, whichever is later.

-6-

Proposal No. 2

Election of Five Directors

The terms of all five directors will end as of the closing of this general meeting of shareholders. Therefore,
we request the election of five directors (two of whom are Outside Directors).
The candidates for Director are as follows:
CandidatenumberName(Date of birth)

Reelection
Naoto Yamada(April 26, 1957)
1

Career summary, positions, responsibilities, and material
concurrent positions
Apr. 1980

Joined the Company

May 2004

President of OKAYA ELECTRIC(SINGAPORE) PTE LTD.

Apr. 2007

Domestic Sales General Manager, Sales
Headquarters

Apr. 2008

Executive Officer, Domestic Sales General
Manager

Apr. 2010

Executive Officer, General Manager of Sales
Headquarters and Business Sales General
Manager

Apr. 2011

Executive Officer, General Manager of Sales
Headquarters

June 2012

Director, Executive Officer, General
Manager of Sales Headquarters

Apr. 2013

Director, Executive Officer, Domestic
Business Company Manager, and in chargeof overall sales of Management Headquarters

June 2014

Director, Managing Executive Officer,
Domestic Business Company Manager, andin charge of overall sales

Apr. 2016

President & Representative Director

Apr. 2022

Chairperson & Representative Director(current position)

Number of theCompany’s
shares owned

50,300 shares

Reason for nomination as a candidate for Director
Naoto Yamada has been leading management and making important decisions on business execution sinceApril 2016 as President & Representative Director. He was appointed Chairperson and Representative Director
in April 2022 and it was judged that he will continue to appropriately supervise executive directors andofficers.

-7-

Candidate
numberName(Date of birth)

Reelection
Akira Takayashiki(July 6, 1961)
2

Career summary, positions, responsibilities, and material
concurrent positions
Apr. 1985

Joined the Company

Apr. 2007

President of OKAYA ELECTRIC(SINGAPORE) PTE LTD.

Apr. 2011

Business Sales General Manager, Sales
Headquarters and Noise Business Sales
Department Manager

Apr. 2012

Executive Officer, Deputy General Manager
of Sales Headquarters and Business Sales
General Manager

Apr. 2013

Executive Officer, Senior General Manager
of Sales Division, International BusinessCompany

Apr. 2016

Senior Executive Officer, General Manager
of Sales Headquarters

June 2017

Director, Senior Executive Officer, General
Manager of Sales Headquarters

Apr. 2020

Director, Managing Executive Officer, andGeneral Manager of Sales Headquarters

Apr. 2022

President & Representative Director, andGeneral Manager of Sales Headquarters(current position)

Number of theCompany’s
shares owned

22,400 shares

Reason for nomination as a candidate for Director
Akira Takayashiki has been leading sales activities in Japan and overseas for many years and has a track recordand experience in this field. In April 2022, he took up the position of President & Representative Director. He
has directed management and made important decisions regarding the conduct of business. It is our judgmentthat he will continue to contribute to the improvement of business performance as chairperson and member ofthe Board of Directors.

-8-Candidate
numberName(Date of birth)

Reelection
Tsutomu Homma(November 23, 1960)
3

Career summary, positions, responsibilities, and material
concurrent positions
Apr. 1983

Joined The Fuji Bank, Limited (present-day
Mizuho Bank, Ltd.)

Nov. 1999

Vice Branch Manager, London Branch of
The Fuji Bank, Limited

Apr. 2002

Deputy General Manager, Europe Planning
Department, Mizuho Corporate Bank, Ltd.

Apr. 2008

General Manager of Europe Administration
Department of Mizuho Corporate Bank, Ltd.

May 2010

General Manager of Corporate Planning
Department, Mizuho Financial Group, Inc.

Apr. 2013

Associate Director of the Company

Apr. 2014

Executive Officer and Deputy General
Manager of Management Headquarters

Apr. 2016

Senior Executive Officer and Senior General
Manager of Corporate Planning Office

Apr. 2020

Senior Executive Officer, General Manager
of Manufacturing Headquarters, and General
Manager of Manufacturing Department

July 2020

Director, Senior Executive Officer, General
Manager of Manufacturing Headquarters,
and General Manager of Manufacturing
Department

Apr. 2022

Director, Senior Executive Officer, General
Manager of Manufacturing Headquarters(current position)

Number of theCompany’s
shares owned

18,600 shares

Reason for nomination as a candidate for Director
Tsutomu Homma has a track record and knowledge of various fields both in Japan and overseas because of his
experience at his previous job and the Company. In addition to his performance as the Senior General Manager
of Corporate Planning Office, he has driven the organization as General Manager of Manufacturing
Headquarters since June 2020, and it is our judgment that he will continue make further contributions to theCompany’s business as a member of the Board of Directors.

-9-Candidate
numberName(Date of birth)

Career summary, positions, responsibilities, and material
concurrent positions
Apr. 1975

Joined OVAL Engineering Co., Ltd. (presentday OVAL Corporation)

Mar. 2003

Senior General Manager of Corporate
Planning Office of OVAL Corporation and
Director of Oval Europe B.V.

June 2004

Executive Officer, Senior General Manager
of Corporate Planning Office, Head of
Administration Division of OVAL
Corporation

June 2007

Director, Executive Officer, Senior General
Manager of Corporate Planning Office, Headof Administration Division of OVAL
Corporation

Apr. 2008

Director, Executive Officer, in charge ofAudit Office and Corporate Planning Office,Head of Administration Division of OVAL
Corporation

June 2011

Director, Managing Executive Officer, incharge of Audit Office and Corporate
Planning Office, Head of Administration
Division of OVAL Corporation

June 2015

Standing Senior Advisor of OVAL
Corporation

June 2018

Outside Director of the Company (current
position)

Reelection
Hideyuki Sakuma(March 28, 1952)
4

Number of theCompany’s
shares owned

0 share[Reason for nomination as a candidate for Outside Director and overview of his expected roles]
Hideyuki Sakuma took up the post of director after serving as a director of an overseas affiliate in his previous
job and possesses a wide range of experience in and knowledge of corporate management.
At the Company, he has made fair and effective business decisions from a neutral perspective, and it is ourjudgment that he can continue to execute the duties of an Outside Director. He took up the position of Outside
Director of the Company in June 2018 and will have served four years as of the close of the general meeting ofshareholders.

Reelection
Yoshikazu Fusasaki(August 17, 1952)

Apr. 1977

Joined NIKKISO CO., LTD.

Apr. 2001

Factory Manager of Fluid Technology
Factory

Apr. 2006

Executive Officer and Factory Manager of
Fluid Technology Factory

Apr. 2008

President of Nikkiso-KSB GmbH

Apr. 2009

President of Nikkiso Technology ResearchInstitute Co., Ltd. (present-day Nikkiso
Giken Co., Ltd.)

Dec. 2011

Executive Officer and Deputy General
Manager of Headquarter of Industrial
Division, NIKKISO CO., LTD.

Apr. 2014

Business Promotion Manager of NIKKISO
CO., LTD.

June 2018

Outside Director of the Company (current
position)

50 share[Reason for nomination as a candidate for Outside Director and overview of his expected roles]
Yoshikazu Fusasaki possesses a wide range of experience and knowledge having served as a factory manager
and president of an overseas affiliate in his previous job.
At the Company, he has made various proposals and decisions regarding business activities and managementfrom a neutral perspective, and it is our judgment that he can continue to execute his duties as an Outside
Director. He took up the position of Outside Director of the Company in June 2018 and will have served four
years as of the close of the general meeting of shareholders.

- 10 -

Notes:1. There is no special interest between any of the candidates and the Company.
2. Hideyuki Sakuma and Yoshikazu Fusasaki are candidates for Outside Director. In addition, both meet therequirements for independent officer stipulated by the Tokyo Stock Exchange and the Independence Standards for
Outside Directors of the Company. If this proposal is approved and they are reelected as Outside Directors, theCompany intends to once again designate them as independent officers.
3. The Company has concluded an agreement with Hideyuki Sakuma and Yoshikazu Fusasaki to limit their liability
for damages stipulated in Article 423, Paragraph (1) of the Companies Act in line with the provisions of Article
427, Paragraph (1) of the same act. As stipulated by the Company’s Articles of Incorporation, the maximum
liability for damages based on this agreement is the minimum amount specified in Article 425, Paragraph (1) of
the Companies Act, and if Hideyuki Sakuma and Yoshikazu Fusasaki are reelected, the Company intends tomaintain the agreement with both of them.
4. Naoto Yamada, Tsutomu Homma, Hideyuki Sakuma, and Yoshikazu Fusasaki attended all 27 of the Board of
Director meetings held during the fiscal year ended March 31, 2022. Akira Takayashiki attended 26 of the 27
Board of Director meetings held during the fiscal year ended March 31, 2022.
5. The Company has entered into a directors’ and officers’ liability insurance (the “D&O Insurance”) contract withan insurance company as provided for in Article 430-3, Paragraph (1) of the Companies Act. This policy covers
damages incurred by the Company’s Directors, etc. based on claims for compensation arising from theirperformance of duties (provided that those that fall under the category of an exemption under the terms andconditions of the policy will be excluded). The Company shall pay the total amount of the D&O insurance
premiums. The contract term of the D&O insurance is one year. Prior to the expiration of the term, the Board of
Directors, by its resolution, will renew the policy.

- 11 -

Proposal No. 3

Election of One Substitute Audit & Supervisory Board Member

In the case of an insufficient number of Audit & Supervisory Board Members as stipulated by laws andregulations, we request the election of one substitute Audit & Supervisory Board Member.
The consent of the Audit & Supervisory Board has been received for this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Kazuhiro Haneishi(February 1, 1966)

Career summary, positions, and material concurrent positions
Jan. 1991

Joined Teikoku Piston Ring Co., Ltd. (present-day
TPR Co., Ltd.)Mar. 2012

Senior Specialist of Corporate Planning Office of
TPR Co., Ltd

June 2015

Chief of Overseas Operations Dept. No.2 of TPR
Co., Ltd.; Seconded to TPR America, Inc.
(President)

June 2017

Chief of Nagoya Sales Office of TPR Co., Ltd.

Feb. 2020

Senior Specialist of Corporate Planning Office of
TPR Co., Ltd

Apr. 2020

Executive Officer, Senior General Manager ofCorporate Planning Office

Apr. 2022

Executive Officer (in charge of Management
Planning, Systems), Senior General Manager ofCorporate Planning Office (current position)

Number of theCompany’s sharesheld

0 share[Reason for nomination as a candidate for substitute Outside Audit & Supervisory Board Member]
We highly value Kazuhiro Haneishi’s performance as Senior General Manager of Corporate Planning Office of TPR Co.,
Ltd., and it is our judgment that he can provide appropriate guidance and appropriately execute the duties of an Outside
Audit & Supervisory Board Member from a perspective independent of the Company. Therefore, we request that he beelected substitute Outside Audit & Supervisory Board Member.
Notes:

1. There is no special interest between the candidate and the Company.
2. Kazuhiro Haneishi is a candidate for substitute Outside Audit & Supervisory Board Member.
3. Based on the provisions of Article 427, Paragraph (1) of the Companies Act, the Company’s Articles ofIncorporation stipulate that the Company can conclude an agreement with Audit & Supervisory Board Members
to limit their liability for damages as specified in Article 423, Paragraph (1) of the same act. If the substitute Audit& Supervisory Board Member candidate takes up the position of Audit & Supervisory Board Member, theCompany intends to conclude a limited liability agreement with the minimum liability amount specified in Article
425, Paragraph (1) of the Companies Act as the maximum liability as stipulated by the Company’s Articles ofIncorporation.
4. The Company has taken out a directors’ and officers’ liability insurance policy with an insurance company asprovided for in Article 430-3, Paragraph (1) of the Companies Act. This policy covers damages incurred by theCompany’s Directors and Audit & Supervisory Board Members based on claims for compensation arising fromtheir performance of duties. If the substitute Audit & Supervisory Board Member candidate takes up the positionof Audit & Supervisory Board Member, the candidate will be included in the officers covered by this insurance
policy.

- 12 -