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 7, 2024
To Our Shareholders
Akira Takayashiki
President & Representative Director

OKAYA ELECTRIC
INDUSTRIES CO., LTD.

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

Notice of the 101st Annual General Meeting of Shareholders
The 101st Annual General Meeting of Shareholders of OKAYA ELECTRIC INDUSTRIES CO., LTD. (the“Company”) will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing theinformation that constitutes the content of reference documents for the shareholders meeting, etc. (items ofan electronic provision measures) in electronic format. This information is posted on each of the following
websites, so please access either of those websites to confirm the information.
The Company’s website:
https://www.okayaelec.co.jp/en.html(Access the Company’s website by using the Internet address shown above and view the “IR News”
column displayed in “Investor Information.”)Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/6926/teiji/
Note: The website is available only in Japanese.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the Internet address shown above, enter the “Issue name (company
name)” or the Company “Code,” and click “Search.” Then, click “Basic information” on the Company asdisplayed under “Search results” and select “Documents for public inspection/PR information.” Under“Filed information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet or inwriting (regular mail). Please examine the reference documents for the general meeting of shareholders
provided below and then exercise your voting rights by 5:20 p.m. on Monday, June 24, 2024 (JST).

-1-1. Date and Time

Tuesday, June 25, 2024, 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

Kirishima (6F), 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 101st Fiscal Year (from April
1, 2023 to March 31, 2024)
2. Report on Non-consolidated Financial Statements for the 101st Fiscal Year (from
April 1, 2023 to March 31, 2024)
Matters to be Resolved
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Partial Amendments of the Articles of Incorporation
Proposal No. 3 Election of Five Directors
Proposal No. 4 Election of One Substitute Audit & Supervisory Board Member
4. Matters to Resolve upon Convocation of General Meeting of Shareholders(Information on Exercise of Voting Rights)
1. When voting rights are exercised in writing (regular mail), if no indication of approval ordisapproval of proposals is made on the Voting Rights Exercise Form, it will be treated as anindication of approval having been made.
2. When voting rights are exercised more than once via the Internet, the last exercise of voting
rights conducted will be treated as valid.
3. When voting rights are exercised in duplicate voting conducted both via the Internet and inwriting (regular mail), the exercise of voting rights conducted via the Internet will be treatedas valid regardless of the date and time on which the Voting Rights Exercise Form arrives.
4. When voting rights are to be exercised by a proxy, one other shareholder who has voting
rights may attend the General Meeting of Shareholders as that proxy. Note that proof of theright of proxy must be submitted in writing.
* Those attending in person are kindly asked to submit the Voting Rights Exercise Form at the reception desk on arrival at themeeting.
* If revisions to the items of an electronic provision measures are to be taken arise, a notice of the revisions and the details of
the items before and after the revisions will be posted on the above websites.
* Paper-based documents stating items of an electronic provision measures are to be taken are sent to shareholders who haverequested the delivery of paper-based documents. However, those documents do not include the following matters inaccordance with the provisions of laws and regulations and Article 15 of the Company’s Articles of Incorporation.
1.

“Structure for Ensuring Appropriateness of Business and Status of Operation of That Structure” in the Business
Report2.
3.

“Basic Policy on Control of Company” in the Business Report“Notes to Consolidated Financial Statements” in the Consolidated Financial Statements

4. “Notes to Non-consolidated Financial Statements” in the Non-consolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements stated inthose documents represent part of the documents subject to auditing upon the preparation of the Financial Audit Report by
the Accounting Auditors and the Audit Report by the Audit & Supervisory Board Members.

-2-

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

Appropriation of Surplus

The Company proposes to conduct the following with respect to the appropriation of surplus.
Matters Regarding Year-End Dividends
Taking its business performance for this fiscal year and the future development of its business into
consideration, the Company proposes to conduct the following with respect to year-end dividends for its
101st Fiscal Year.
1.

Type of dividend property
Cash

2.

Matters related to allocation of dividend property and the total amount thereof
4 yen per common share of the Company
Total amount: 90,859,112 yen

3.

Effective date of dividends of surplus
June 26, 2024

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Proposal No. 2

Partial Amendments of the Articles of Incorporation

The reasons for the amendments of the Articles of Incorporation are as follows.
(1) Amendment of the term of service of directors
The Company proposes to shorten the term of service of directors from two years to one year as stipulated in
Article 20 (Term of Service of Directors) of the Company’s Articles of Incorporation, in order to build amanagement structure that can flexibly respond to changes in the business environment, increase
opportunities for shareholders to approve directors, and clarify the management responsibility of directors.
Current Articles of Incorporation
Articles 1 through 19 (text of articles omitted)(Term of service of directors)
Article 20
1. The term of service of Directors shall expire at theconclusion of the annual general meeting ofshareholders relating to the latest fiscal year ending
within 2 years after their election.
2. The term of service of a director elected to increase or
fill a vacancy shall expire at the end of the term ofservice of the other directors in office.
Articles 21 through 47 (text of articles omitted)

Proposed Amendments
Articles 1 through 19 (as in current Articles)(Term of service of directors)
Article 20
1. The term of service of Directors shall expire at theconclusion of the annual general meeting ofshareholders relating to the latest fiscal year ending
within 1 year after their election.
2. The term of service of a director elected to increase or
fill a vacancy shall expire at the end of the term ofservice of the other directors in office.
Articles 21 through 47 (as in current Articles)-4-

Proposal No. 3

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

65,600 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.

-5-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

Apr. 2024

President & Representative Director (current
position)

Number of theCompany’s
shares owned

37,400 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.

-6-

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 (currently
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

25,400 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 to make further contributions to theCompany’s business as a member of the Board of Directors.

Reelection
Yoshikazu Fusasaki(August 17, 1952)
4

Apr. 1977

Joined NIKKISO CO., LTD.

Apr. 2001

Factory Manager of Fluid Technology
Factory of NIKKISO CO., LTD.

Apr. 2006

Executive Officer and Factory Manager of
Fluid Technology Factory of NIKKISO CO.,LTD.

Apr. 2008

President of Nikkiso-KSB GmbH

Apr. 2009

President of Nikkiso Technology ResearchInstitute Co., Ltd. (currently 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)0 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 anddecisions regarding business activities and management from 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 theCompany in June 2018 and will have served six years as of the close of the general meeting of shareholders.

-7-Candidate
numberName(Date of birth)

New election
Susumu Teramoto(September 12, 1958)
5

Career summary, positions, responsibilities, and material
concurrent positions
Apr. 1982

Joined Origin Electric Co., Ltd. (currently
Origin Co., Ltd.)

June 2016

Executive Officer, General Manager of theElectronics Division, Production
Management Department of the company

Dec. 2016

Executive Officer, Head of Technology
Development and Technology Management,
Electronics Division of the company

Apr. 2018

Executive Officer, Deputy General Manager
of Electronics Division and General Manager
of Yoshimi Plant of the company

May 2019

Executive Officer, Deputy General Manager
and Quality Supervisor of the Electronics
Division of the company

Apr. 2020

Quality Supervisor of the Electronics
Division of the company

Dec. 2020

Quality Supervisor of the Electronics
Division of the company, and Professor,
Graduate School of Science and Engineering,
Saitama University

Apr. 2022

General Manager of the Management
Planning Division of the company, andProfessor, Graduate School of Science andEngineering, Saitama University

Number of theCompany’s
shares owned

0 share(resigned in March 2024)[Reason for nomination as a candidate for Outside Director and overview of his expected roles]
Susumu Teramoto has a wide range of experience and insight from his previous positions, including technicaldevelopment and quality control, and has also engaged in research and education as a graduate school
professor. We believe that he will be able to appropriately perform his duties as an Outside Director of theCompany.
Notes:

1. There is no special interest between any of the candidates and the Company.
2. Yoshikazu Fusasaki and Susumu Teramoto are candidates for Outside Director. In addition, both meet therequirements for independent officers 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. If the election of Susumu Teramoto isapproved at this General Meeting, the Company plans to report him as an independent officer as stipulated by the
Tokyo Stock Exchange.
3. The Company has concluded an agreement with 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 thesame 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
Yoshikazu Fusasaki is reelected, the Company intends to maintain the agreement with him. If the election of
Susumu Teramoto is approved at this General Meeting, the Company plans to enter into an agreement with him to
limit his liability for damages in the same manner.
4. Director candidates Naoto Yamada, Akira Takayashiki, Tsutomu Homma, and Yoshikazu Fusasaki attended all 27of the Board of Director meetings held during the fiscal year ended March 31, 2024.
5. The Company has entered into an indemnification agreement with its current Directors as stipulated in Article 4302, Paragraph 1 of the Companies Act. An overview of the details of the indemnification agreement is provided in“(iii) Overview of the Details of the Indemnification Agreement” in the Business Report. If the reelection of thefour candidates who are currently directors is approved at this General Meeting, the Company intends to continue
the said agreement. If the election of Susumu Teramoto is approved at this General Meeting, the Company plansto enter into an indemnification agreement with him in the same manner.
6. 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. If each candidate is elected to the position of director and takes office, the candidates will be insured-8-

by this insurance policy. 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.

-9-

Proposal No. 4

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. (currently
TPR Co., Ltd.)Mar. 2012

Senior Manager of Corporate Planning
Department of TPR Co., Ltd.

June 2015

Senior Manager of Overseas Operations
Department No. 2 of TPR Co., Ltd.; Seconded to
TPR America, Inc. (President)

June 2017

General Manager of Nagoya Sales Office of TPR
Co., Ltd.

Feb. 2020

Senior Manager of Corporate Planning
Department of TPR Co., Ltd.

Apr. 2020

Executive Officer, General Manager of Corporate
Planning Department of TPR Co., Ltd.

Apr. 2022

Executive Officer (in charge of Management
Planning, Systems), General Manager ofCorporate Planning Department of TPR Co., Ltd.

Apr. 2023

Executive Officer (in charge of Management
Planning, Human Resources, General Affairs,
Secretarial Affairs, Systems) of TPR Co., Ltd.
(current position)

Number of theCompany’s sharesheld

0 shareReason for nomination as a candidate for substitute Outside Audit & Supervisory Board Member
We highly value Kazuhiro Haneishi’s performance as General Manager of Corporate Planning Department 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 entered into an indemnification agreement with its Audit & Supervisory Board Members as
stipulated in Article 430-2, Paragraph 1 of the Companies Act. If the candidate for substitute Audit & Supervisory
Board Member is appointed, the Company intends to enter into such an agreement.
5. 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.

- 10 -