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, 2023
To Our Shareholders
Akira Takayashiki
President & Representative Director

OKAYA ELECTRIC
INDUSTRIES CO., LTD.
6-16-9 Todoroki, Setagaya-ku, Tokyo,
Japan

Notice of the 100th Annual General Meeting of Shareholders
The 100th 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. (mattersof an electronic provision measures) in electronic format. This information is posted on each of thefollowing websites, so please access either of those websites to confirm the information.
The Company’s website:
https://www.okayaelec.co.jp (in Japanese)(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/ (in Japanese)
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 “OKAYA ELECTRIC
INDUSTRIES” in “Issue name (company name)” or the Company’s securities code “6926” in “Code,” andclick “Search.” Then, click “Basic information” on the Company as displayed under “Search results” andselect “Documents for public inspection/PR information.” Under “Filed information available for publicinspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /InformationalMaterials 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 Thursday, June 22, 2023 (JST).

-1-1. Date and Time

Friday, June 23, 2023, at 10:00 a.m. (JST)(The reception desk is scheduled to open at 9:00 a.m. on the day of themeeting.)

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 100th Fiscal Year (fromApril 1, 2022 to March 31, 2023)
2. Report on Non-consolidated Financial Statements for the 100th Fiscal Year(from April 1, 2022 to March 31, 2023)
Matters to be Resolved
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Two Audit & Supervisory Board Members
Proposal No. 3 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 of
proposals is made on the Voting Rights Exercise Form, it will be treated as an indication ofapproval 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
the meeting.
* If revisions to the items of an electronic provision measures are to be taken arise, a notice of the revisions and the detailsof 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 whohave requested 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 BusinessReport2.
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 bythe Accounting Auditors and the Audit Report by the Audit & Supervisory Board Members.

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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 100th 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: 90,860,696 yen

3.

Effective date of dividends of surplus
June 26, 2023-3-

Proposal No. 2

Election of Two Audit & Supervisory Board Members

The term of service of Audit & Supervisory Board Members Takashi Yoshino and Hiroaki Yuzawa will
expire at the conclusion of this general meeting of shareholders. Accordingly, the Company proposes theelection of two Audit & Supervisory Board Members.
The consent of the Audit & Supervisory Board has been received for this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
CandidatenumberName(Date of birth)

Career summary, positions, and material concurrent positions
Apr. 1974

Joined Oki Electric Industry Co., Ltd.

Apr. 2006

Head of Accounting & Control Division ofOki Electric Industry Co., Ltd.

Nov. 2007

Senior Adviser of the Company

Apr. 2008

Executive Officer, Manager of Accounting &Control Division

Apr. 2009

Executive Officer, Deputy General Managerof Administration Headquarters

June 2010

Director, Executive Officer, and Deputy
General Manager of Administration
Headquarters

Apr. 2013

Director, Executive Officer, and in Charge ofOverall Accounting of Management
Headquarters

June 2014

Director, Executive Officer, and in Charge ofOverall Administration

June 2015

Audit & Supervisory Board Member (currentposition)

Reelection
Takashi Yoshino(April 22, 1950)
1

Number of theCompany’s
shares owned

20,900 shares

Reason for nomination as a candidate for Audit & Supervisory Board Member
We nominated Takashi Yoshino as a candidate for Audit & Supervisory Board Member having judged that hecan appropriately execute his duties in that capacity in light of the broad experience that he accumulated in hispast positions and at the Company and his achievements as an Audit & Supervisory Board Member of theCompany.

New election

2Yoshikazu Aruga(August 27, 1956)

Apr. 1979

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

June 2011

General Manager of Overseas Operations
Department of TPR Co., Ltd.

June 2013

Executive Officer, General Manager ofOverseas Operations Department of TPRCo., Ltd.

June 2014Executive Officer, General Manager ofOverseas Operations Department No. 1 of
TPR Co., Ltd.

June 2015

Executive Officer, General Manager ofOverseas Operations Department No. 1, andGeneral Manager of Overseas SalesDepartment No. 2 of TPR Co., Ltd.

June 2017

Executive Officer, General Manager ofOverseas Sales Department No. 2 of TPR
Co., Ltd.

June 2019

Full-Time Audit & Supervisory Board
Member of TPR Co., Ltd. (current position)

0 shareReason for nomination as a candidate for Outside Audit & Supervisory Board Member
We nominated Yoshikazu Aruga as a candidate for Audit & Supervisory Board Member having judged that hecan appropriately execute his duties in that capacity in light of the broad experience and achievements that heaccumulated at TPR Co., Ltd.

-4-Notes:

1. There is no special interest between any of the candidates and the Company.
2. Yoshikazu Aruga is a candidate for Outside Audit & Supervisory Board Member. He meets the requirements forindependent officer as provided for by the Tokyo Stock Exchange, and if his election is approved, the Company
plans to submit notification to the aforementioned exchange concerning his designation as an independent officer.
3. Based on the provisions of Article 427, Paragraph (1) of the Companies Act, the Company has concluded anagreement with Audit & Supervisory Board Members to limit their liability for damages as specified in Article
423, Paragraph (1) of the same act. The Company has established a minimum liability amount specified inArticle 425, Paragraph (1) of the Companies Act as the maximum liability for damages as stipulated by theCompany’s Articles of Incorporation. If the reelection of Takashi Yoshino is approved, the Company intends tocontinue that agreement with him. Additionally, if the new election of Yoshikazu Aruga is approved, theCompany intends to conclude a similar limited liability agreement with him.
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 each candidate is elected, the candidates will be included in the officers coveredby this insurance policy.
5. Takashi Yoshino attended all 26 of Board of Director meetings and all 15 of the Audit & Supervisory Board
meetings held during the fiscal year ended March 31, 2023.

-5-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 Department No. 2of 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 of TPR Co., Ltd.

Apr. 2022

Executive Officer (in charge of Management
Planning, Systems), Senior General Manager ofCorporate Planning Office 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 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 inArticle 425, Paragraph (1) of the Companies Act as the maximum liability as stipulated by the Company’s
Articles of Incorporation.
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.

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