This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
Securities code: 6644
June 10, 2024
(Commencement date of measures for electronic provision: June 5, 2024)

To Shareholders with Voting Rights:
Yoshihide Watanabe
Chairman and CEO
Osaki Electric Co., Ltd.
2-10-2 Higashi-Gotanda, Shinagawa-ku,
Tokyo

Notice of the 110th Annual General Meeting of Shareholders
Dear Shareholders:
We are pleased to inform you that the 110th Annual General Meeting of Shareholders of Osaki ElectricCo., Ltd. (the “Company”) will be held as described below.
The Company has, for convening this General Meeting of Shareholders, taken measures for electronic
provision. Matters to be provided electronically (Electronic Provision Measures Matters) have been placedon the following website as “Notice of the 110th Annual General Meeting of Shareholders” and “Notice ofthe 110th Annual General Meeting of Shareholders (Matters not included in a paper copy to be delivered
to shareholders).”
The Company’s website:
https://www.osaki.co.jp/en/index.html
In addition to the above website, the Electronic Provision Measures Matters have been placed on thefollowing website.
Tokyo Stock Exchange’s website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above “Listed Company Search”, enter the Company’s name or securities code to search,then click on “Basic information” and “Documents for public inspection/PR information.”
You may exercise your voting rights in writing by mail or via the Internet, etc., instead of attending theGeneral Meeting of Shareholders. Please review the Reference Documents for the General Meeting of
Shareholders included in the Electronic Provision Measures Matters and exercise your voting rights by
5:30 p.m. (Japan time) on Wednesday, June 26, 2024.
We will present a digital gift certificate worth ¥500 by lot to shareholders who exercised the voting rights
via the Internet in advance, regardless of approval or disapproval of a proposal.
 How to apply: https://youtu.be/UUeO-dBG2cw

1. Date and Time:
2. Venue:

Thursday, June 27, 2024 at 10:00 a.m. (Japan time)(The reception will open at 9:00 a.m.)
NUIT, 1st Floor, HAPPO-EN Main Building
1-1-1 Shirokanedai, Minato-ku, Tokyo-1-3. Meeting Agenda:
Matters to be reported: 1 Business Report and the Consolidated Financial Statements for the110th Fiscal Year (April 1, 2023–March 31, 2024) and results of auditsof the Consolidated Financial Statements by the Accounting Auditor
and the Board of Auditors
2 Non-consolidated Financial Statements for the 110th Fiscal Year (April
1, 2023–March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Seven (7) Directors
Proposal 2:
Election of One (1) Statutory Auditor
Proposal 3:
4. Other Matters Decided for this Convocation:
If neither approval nor disapproval of a proposal is indicated on the Voting
Rights Exercise Form, it shall be deemed a vote of approval for proposals.
When attending the General Meeting of Shareholders, please submit the Voting Rights Exercise
Form to the reception desk at the venue.
If the Electronic Provision Measures Matters are revised, the revised version will be posted on eachrelevant website.
We do not give out souvenirs for shareholders attending the General Meeting of Shareholders. We
would appreciate your understanding.
To shareholders who did not request the paper copy, the Reference Documents for the General
Meeting of Shareholders have also been sent. To shareholders who requested the paper copy, the one
which does not include part of the Electronic Provision Measures Matters has been sent, in
accordance with relevant laws and regulations, as well as Article 14 of the Company’s Articles ofIncorporation. Accordingly, numbers of pages and items, and reference pages are the same as theones of the Electronic Provision Measures Matters.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

We regard the return of profits to shareholders as one of our important management policies. Our basic
policy is to distribute returns in accordance with business performance while maintaining stabledividends.
Specifically, dividend will be determined based on the dividend on equity (DOE) ratio of 2% or thedividend payout ratio of 30%, whichever the amount is higher.
We will use internal reserves as a source of funds for R&D and capital expenditures with the aim ofincreasing corporate value of the long term as well effectively apply them for future businessdevelopment, including M&As, to enhance business performance.
Based on the above policy, the Company proposes to pay year-end dividends as follows:
Matters related to year-end dividends(1) Type of property for dividend
Cash(2) Allotment of property for dividends and total amount¥10 per share of the Company’s common stock
Total amount: ¥469,137,710(3) Effective date of distribution of surplus
June 28, 2024
(Reference)
Dividend per share
Fiscal year ended March
31, 2023
Fiscal year ended
March 31, 2024 (plan)

Total dividends

Consolidated
dividend payout
ratioInterimYear-end

Annual

¥10

¥10

¥20

¥942 million

71.8%

¥10

¥10

¥20

¥938 million

38.9%

-3-

Proposal 2:

Election of Seven (7) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this Annual General
Meeting of Shareholders. Accordingly, the Company proposes the election of seven (7) Directors.
The candidates for Directors are as follows:
No.

Current Positions and Responsibilities
at the Company

Name

1

Yoshihide Watanabe

Reappointment

Chairman and CEO (Representative Director)

2

Mitsuyasu Watanabe

Reappointment

President and COO (Representative Director)

3

Haruyuki Kawabata

Reappointment

Executive Vice President(Representative Director)

4

Ryuichi Ueno

Reappointment

Managing Executive Officer
Head of Corporate Strategy Division

5

Nobuhiro Kasai

6

Shoko Kuroki

7

Masami Mizuno

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
New appointment
OutsideIndependent-4-

Director
Director

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Jan. 1977
Jul. 1980

1

Joined Nomura Research Institute, Ltd.
Director, General Manager of President’s Office, theCompany
Jul. 1984 Managing Director, Head of Domestic Sales Division
Jan. 1986 Managing Director, General Manager of Systems andEquipment Business Division, and General Manager of
New Product Development Office
Jul. 1986 Senior Managing Director, General Manager of Systems
and Equipment Business Division, and General Manager
of New Product Development Office
Yoshihide Watanabe Jun. 1987 Executive Vice President (Representative Director)(July 31, 1948)
Nov. 1988 President and COO (Representative Director)
Jan. 2009 Chairman and CEO (Representative Director) (to date)
Reappointment
Representative Director and Chairman, OSAKIELECTRIC SYSTEMS CO., LTD
Mar. 2012 Chairman, SMB United Limited (currently OSAKI UnitedInternational Pte. Ltd.) (to date)

Number ofshares of theCompany held

1,241,153

Significant concurrent positions
Chairman, OSAKI United International Pte. Ltd.
Attendance at Board of Directors meetings
100% (18/18)
Special interests with the Company
See Note 1 below.
Reason for nomination as a candidate for Director
Mr. Yoshihide Watanabe has led the Group for many years with excellent management skills and leadership. He has
built up the current position of the Group by overcoming changes of the times and expanding global businessdevelopment. His extensive knowledge and management experience are indispensable for the future growth of theGroup. Accordingly, the Company renominates him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Aug. 1983
Aug. 1986
Jun. 1987
Jun. 1988
Jun. 1990

2

Joined Nomura Research Institute, Ltd.
Joined the Company
General Manager of Saitama Factory
Director and General Manager of Saitama Factory
Director, Deputy General Manager of Electric PowerBusiness Division, and General Manager of Saitama
Factory
Jun. 1992 Director, General Manager of Systems and Equipment
Business Division, and Deputy Head of Research &Development DivisionJun. 1994 Managing Director and Head of Research &Development DivisionJun. 2004 Senior Managing Director
Mitsuyasu Watanabe
Jan. 2009 Executive Vice President (Representative Director)(May 2, 1955)
Mar. 2012 Director and Chief Executive Officer, SMB United
Limited (currently OSAKI United International Pte. Ltd.)
Reappointment(to date)
Jun. 2014 President and COO (Representative Director), theCompany
Jun. 2020 President and COO (Representative Director) and
Executive Officer (to date)

Number ofshares of theCompany held

526,461Significant concurrent positions
Director and Chief Executive Officer, OSAKI United International
Pte. Ltd.
Attendance at Board of Directors meetings
100% (18/18)
Special interests with the Company
See Note 1 below.
Reason for nomination as a candidate for Director
Mr. Mitsuyasu Watanabe has been involved in the operation and management of each division of the Company formany years and has a wealth of experience and achievements. While serving as Executive Vice President, he has built
up the current position of the Group by demonstrating his skills in global business development. His management
skills and extensive knowledge with respect for the spirit of challenge are indispensable for the new growth of theGroup. Accordingly, the Company renominates him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1970
Jun. 1992
Jun. 2000

May 2002

Jun. 2004

3

Jun. 2005
Haruyuki Kawabata(February 1, 1948) Jun. 2011
Jun. 2012
Reappointment
Jun. 2014
Jul. 2014
Jun. 2016
Jun. 2020

Joined the Company
General Manager of Electric Power Sales Department I
Director, General Manager of Electric Power Department
I, Domestic Sales Division, and General Manager ofMarketing OfficeDirector, General Manager of Marketing Office,Domestic Sales Division, General Manager of Systems
and Equipment Department, and in charge of Defense
Equipment Department
Managing Director, Head of Administration Division,and General Manager of General Affairs Department
Managing Director and Head of Administration Division
Managing Director and Head of Domestic Sales Division
Senior Managing Director and Head of Domestic Sales
Division
Executive Vice President (Representative Director) andHead of Domestic Sales Division
Director, OSAKI United International Pte. Ltd. (to date)
Executive Vice President (Representative Director), theCompany
Executive Vice President (Representative Director) and
Executive Officer (to date)

Number ofshares of theCompany held

83,534

Attendance at Board of Directors meetings
100% (18/18)
Special interests with the Company
See Note 1 below.
Reason for nomination as a candidate for Director
Mr. Haruyuki Kawabata has a wealth of experience and achievements mainly in the electric power sales division andgeneral affairs administration division at the Company. He was appointed to Director of the Company in June 2000,
and currently serves as Executive Vice President (Representative Director) and Executive Officer. He will continue
to exercise leadership and realize strategies centered on the sales division and play an important role in companywide management decision-making. Accordingly, the Company renominates him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1984

Ryuichi Ueno
(August 20, 1961)
4
Reappointment

Joined The Industrial Bank of Japan (currently Mizuho
Bank, Ltd.)
Apr. 2007 General manager of Disclosure Office, Accounting
Department
Jul. 2010 Joined the Company, Deputy General Manager ofInternational Division
Mar. 2012 Director, SMB United Limited (Currently OSAKI UnitedInternational Pte. Ltd.) (to date)Jul. 2012 Managing Advisor and Deputy General Manager ofInternational Division, the Company
Jun. 2013 Director and Deputy Head of Corporate Strategy DivisionJun. 2014 Managing Director and Deputy Head of Corporate
Strategy DivisionJun. 2018 Managing Director and Head of Corporate Strategy
Division
Jun. 2020 Managing Executive Officer, Head of Corporate Strategy
Division (to date)

Number ofshares of theCompany held

24,836

Attendance at Board of Directors meeting
100% (18/18)
Special interests with the Company
See Note 1 below.
Reason for nomination as a candidate for Director
Mr. Ryuichi Ueno has a wealth of experience and achievements mainly in overseas divisions at the major bank andthe Company. He assumed the position of Director of the Company in June 2013 and currently serves as Managing
Executive Officer. He will continue to lead the Corporate Strategy Division, implemented global strategies, and play
an important role in management decision-making. Accordingly, the Company renominates him as a candidate for
Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1981

Nobuhiro Kasai(February 6, 1957)
5

Reappointment
OutsideIndependent

Joined Yokogawa Hewlett-Packard Company (currently
Hewlett Packard Japan, G.K.)
Nov. 1996 General Manager of Electronic Design Automation(EDA) Sales Department
Nov. 1998 General Manager of Electronic Measurement Business
Marketing DivisionNov. 2000 General Manager of Marketing Department, Components
Measurement Business Division, Agilent Technologies
Japan, Ltd.
Jul. 2005 Executive Officer and Head of Consumer Business
Division, Jabil Circuit Japan, Inc.
Jan. 2009 President & CEO, ROHDE & SCHWARZ JAPAN K.K.
Jun. 2016 Director, the Company (to date)
Oct. 2016 Head of Sales Division, Phase One Japan Co., Ltd.

Number ofshares of theCompany held-

Attendance at Board of Directors meetings
100% (18/18)
Special interests with the Company
None
Reason for nomination as a candidate for Outside Director and expected role
Mr. Nobuhiro Kasai has long been involved in the measurement business, where he gained highly specialized
knowledge in the field, as well as experience as a corporate manager. The Company expects him to contribute to thestrengthening of the Company’s governance and provide appropriate advice and suggestions on overall management.
Accordingly, the Company renominates him as a candidate for Outside Director.
Matters concerning independence of candidate
The Company has registered Mr. Nobuhiro Kasai as Independent Director stipulated in the regulations of Tokyo
Stock Exchange.
There is no attribute information on the candidate’s independence.

-9-

No.

Name
(Date of birth)

Shoko Kuroki(May 26, 1963)
6

Reappointment
OutsideIndependent

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1987 Joined The Mitsubishi Trust and Banking Corporation(currently Mitsubishi UFJ Trust and Banking Corporation)
Jan. 1989 Joined Watson Wyatt (currently WTW)
Oct. 1996 Joined Fujitsu Limited (Left in Feb. 2017)
Oct. 2005 Auditor (part-time), Global Innovation Partners Inc.
Apr. 2010 Member (part-time), Fund Management Committee,
Pension Fund Association for Local Government Officials
Feb. 2017 Member of the Board, Executive Officer, CFO, CHRO,JASTEC Co., Ltd.
Jun. 2019 Outside Director, IX Knowledge Inc. (to date)Jun. 2021 Outside Director, C’BON COSMETICS Co., Ltd.
(scheduled to retire in June 2024)
Apr. 2022 Professor, Faculty of Economics, Teikyo University (todate)
Jun. 2023 Director, the Company (to date)
Dec. 2023 Acting Chairman, Fund Management Committee,
Organization for Workers’ Retirement Allowance Mutual
Aid (part-time, to date)Jan. 2024 Outside Director, PARK24 CO., LTD. (to date)Jun. 2024 Outside Director, Chiyoda Corporation (scheduled to takeoffice in June 2024)

Number ofshares of theCompany held-

Significant concurrent positions
Outside Director, IX Knowledge Inc.
Professor, Faculty of Economics, Teikyo University
Acting Chairman, Fund Management Committee, Organization forWorkers’ Retirement Allowance Mutual Aid
Outside Director, PARK24 CO., LTD.
Outside Director, Chiyoda Corporation
Attendance at Board of Directors meetings
100% (14/14)*Board of Directors meetings held after the conclusion of the 109th
Annual General Meeting of Shareholders and her assuming office areincluded.

Special interests with the Company
None
Reason for nomination as a candidate for Outside Director and expected role
Ms. Shoko Kuroki has practical and managerial experience at international consulting firms and a major IT company,
as well as expertise in corporate governance, personnel, and finance. The Company expects that Ms. Kuroki willcontribute to enhancement of our governance and provide appropriate advice and suggestions on generalmanagement. Hence, the Company renominates her as a candidate for Outside Director.
Matters concerning independence of candidate
The Company has registered Ms. Shoko Kuroki as Independent Director stipulated in the regulations of Tokyo Stock
Exchange.
There is no attribute information on the candidate’s independence.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1975
Jun. 2002

Jan. 2006
Jun. 2006
Masami Mizuno(March 19, 1953)
7

New appointment
OutsideIndependent

Jun. 2010

Jun. 2011
Jun. 2015
Oct. 2015

Number ofshares of theCompany held

Joined Mitsubishi Bank (currently MUFG Bank, Ltd.)
Executive Officer, General Manager, Corporate Banking
Division, Bank of Tokyo-Mitsubishi, Ltd. (currently
MUFG Bank, Ltd.)Managing Executive Officer, Bank of Tokyo-Mitsubishi
UFJ (currently MUFG Bank, Ltd.) (retired in June 2006)
Vice President & Representative Director, Mitsubishi UFJ
Research and Consulting Co., Ltd.
Director, Senior Managing Executive Officer, Mitsubishi
Paper Mills Limited, and Director, Japan Brazil Paper andPulp Resource Development Co., Ltd. (retired in June
2012)
Representative Director, Senior Managing Executive
Officer
AdvisorPresident, Organization for Workers’ Retirement
Allowance Mutual Aid (retired in March 2023)-

Significant concurrent positions
None
Special interests with the Company
None
Reason for nomination as a candidate for Outside Director and expected role
Mr. Masami Mizuno has years of experience in practical business at major financial institutes and businesscompanies, as well as experience of a corporate manager including representative director, and has served as apresident of an incorporated administrative agency. Accordingly, he has extensive experience and knowledge. The
Company expects that Mr. Mizuno will contribute to enhancement of our governance and provide appropriate advice
and suggestions on general management. Hence, the Company nominates him as a candidate for Outside Director.
Matters concerning independence of candidate
The Company has registered Mr. Masami Mizuno as Independent Director stipulated in the regulations of Tokyo
Stock Exchange.
He had been an executive of Bank of Tokyo-Mitsubishi UFJ (currently MUFG Bank, Ltd.) with which the Company
has business transactions, and retired from the bank in June, 2006. Therefore, he is presently not in a position of being
affected by intention of the bank.

Notes: 1. OSAKI United International Pte. Ltd. is the Company’s wholly-owned subsidiary with its
headquarters in Singapore.
2. Ms. Shoko Kuroki’s name in the family register is Shoko Chida.
3. Mr. Nobuhiro Kasai, Ms. Shoko Kuroki, and Mr. Masami Mizuno are candidates for Outside
Director.
4. Mr. Nobuhiro Kasai and Ms. Shoko Kuroki will have served as Outside Director of the Company
respectively for eight (8) years and one (1) year at the conclusion of this Annual General Meetingof Shareholders.
5. The Company has, pursuant to Article 427, Paragraph 1 of the Companies Act, concluded anagreement with Mr. Nobuhiro Kasai and Ms. Shoko Kuroki to limit their liability for damages as- 11 -

provided in Article 423, Paragraph 1 of said Act. The maximum amount of liability for damages
under such an agreement is the aggregate sum of the amounts stipulated in each item of Article 425,
Paragraph 1 of said Act. If the reelection of Mr. Nobuhiro Kasai and Ms. Shoko Kuroki is approved,
the Company plans to continue the liability limitation agreement with them. In addition, if theelection of Mr. Masami Mizuno is newly approved, the Company plans to conclude the same
agreement with him.
6. The Company has concluded a directors and officers liability insurance contract with an insurancecompany with the candidate as the insured. Please refer to “4. Matters Regarding Directors andOther Officers, (3) Outline of Contents of Directors and Officers Liability Insurance Contract” inthe Business Report (Japanese only). The Company plans to renew the policy with the same content
at the time of the next renewal.

- 12 -

Proposal 3:

Election of One (1) Statutory Auditor

The term of office of Statutory Auditor Mr. Shigehiko Yamamoto will expire at the conclusion of this
General Meeting of Shareholders. Accordingly, the Company proposes the election of one (1) Statutory
Auditor.
The Board of Auditors has given its approval to this proposal.
The candidate for Statutory Auditor is as follows:
Name(Date of birth)

Career summary and positions at the Company
Oct. 1994
Apr. 1997
Jul. 2006
Jul. 2006

Chihiro Kawai(June 14, 1973)
New appointment
OutsideIndependent

Jun. 2016
Dec. 2018
Jun. 2021

Number ofshares of theCompany held

Joined Asahi & Co. (currently KPMG AZSA LLC)
Registered as a certified public accountant
Registered as a tax accountant
Established Chihiro Kawai Accounting Office (currently
Bayside Partners Accounting Office), Representative (todate)
Established Bayside Partners Co., Ltd., Representative
Director (to date)Member of Yokohama City University Evaluation
Committee (retired in December 2022)
Outside Audit & Supervisory Board Member, Utoc
Corporation (retired in June 2022)-

Significant concurrent positions
Representative Director, Bayside Partners Co., Ltd.
Representative, Bayside Partners Accounting OfficeSpecial interests with the Company
None
Reason for nomination as a candidate for Outside Statutory Auditor
Ms. Chihiro Kawai has experience of working at an auditing firm, obtained qualifications of CPA and tax accountant,established an accounting office and a company, and has been involved in management thereof. With her abundant
knowledge and experience related to finance and accounting, she is capable of appropriately performing duties as
Statutory Auditor of the Company. Hence, the Company nominates Ms. Kawai as a candidate for Outside Statutory
Auditor.
Matters concerning independence of candidate
The Company has registered Ms. Chihiro Kawai as Independent Auditor stipulated in the regulations of Tokyo Stock
Exchange.
There is no attribute information on the candidate’s independence.

Notes: 1. Ms. Chihiro Kawai is a candidate for Outside Statutory Auditor.
2. If the election of Ms. Chihiro Kawai, a new candidate for Outside Statutory Auditor, is approved,
the Company plans to, pursuant to Article 427, Paragraph 1 of the Companies Act, conclude anagreement with her to limit her liability for damages as provided in Article 423, Paragraph 1 of said
Act. The maximum amount of liability for damages under such an agreement is the aggregate sumof the amounts stipulated in each item of Article 425, Paragraph 1 of said Act.
3. The Company has concluded a directors and officers liability insurance contract with an insurancecompany with the candidate as the insured. Please refer to “4. Matters Regarding Directors and- 13 -

Other Officers, (3) Outline of Contents of Directors and Officers Liability Insurance Contract” inthe Business Report (Japanese only). The Company plans to renew the policy with the same content
at the time of the next renewal.

- 14 -

<Reference> Skills Matrix
The Company has a small Board of Directors, which is responsible for important management decisionmaking functions and business execution supervisory functions, with capable personnel. The Company
places importance on the following eight fields as skills that the Directors are expected to have so as toappropriately fulfill the functions.
The skills matrix below shows the skills that each Director and Statutory Auditor must have if the proposals
for the appointment of Directors and Statutory Auditors are approved as proposed. We believe that theBoard of Directors as a whole has a diversity and balance of skills.

Representative

OutsideOfficers

Yoshihide●

Watanabe
Mitsuyasu●

WatanabeHaruyuki●
Directors

Kawabata

Industryknowledge

GlobalSales andmarketing

Manufacturing
anddevelopment

●

●

●

●

●

●

●

●

●

●

Ryuichi

●

Ueno

●
●
●

MasamiMizunoNobuhiro
Kasai

YutakaHasegawa●

Personnel,
labor, andHRdevelopment

●

●

●

●

●

●

●

●

●
●

●

●

●

●

Kuroki

Hori●●

Legal affairs,
governance,and riskmanagement

Finance andaccounting

●

●

Shoko

Choichiro

Statutory Auditors

Corporate
management

●

●

●

Kumiko●Kitai
Chihiro●Kawai- 15 -●●