Oki Electric Industry : Notice of Meeting of Shareholders (June 6, 2022)

(Translation)

This document is an English translation of the notice for the general meeting of shareholders originally written in Japanese. This translation was made for reference purpose only and all warranties, and in particular the accuracy of this translation, are hereby disclaimed.

(Securities Identification Code: 6703)

June 6, 2022

NOTICE OF 98TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders,

Oki Electric Industry Co., Ltd. (the "Company") would hereby like to inform you that the 98TH ordinary general meeting of shareholders will be held as follows.

To prevent the spread of novel coronavirus disease (COVID-19), shareholders are kindly requested to exercise their voting rights in writing or via the Internet, etc. for this general meeting of shareholders, and refrain from attending the meeting in person. On the meeting day, we will ensure appropriate social distancing between seats and this will limit the number of seats available, compared to the previous years. Accordingly, even if you come to the venue, you may not be able to enter. We would appreciate your understanding in advance.

Shareholders are kindly requested to review "Reference Documents for the General Meeting of Shareholders" provided hereunder and exercise their voting rights by no later than 5:15 p.m. on June

28 (Tuesday), 2022 (JST). Yours faithfully,

Shinya Kamagami,

Representative Director

Oki Electric Industry Co., Ltd.

1-7-12 Toranomon, Minato-ku, Tokyo

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(Translation)

1. Date and Time: Wednesday, June 29, 2022, from 10:00 a.m. (Reception will open at 9:30 a.m.)
2. Location: Nikkei Hall, 3F Nikkei Building, 1-3-7 Otemachi, Chiyoda-ku, Tokyo The date and time, and location are subject to change due to the situation regarding the COVID-19 outbreak. Any change that occurs will be announced on our website (https://www.oki.com/jp/). Should you intend to attend the meeting, please check the website in advance.
3. Meeting Agenda

Items to be reported:

1. Business Report, Consolidated Financial Statements and audit results of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 98th fiscal year (from April 1, 2021 to March 31, 2022)
2. Non-consolidatedFinancial Statements for the 98th fiscal year (from April 1, 2021 to March 31, 2022)

Items to be resolved:

Agenda Item 1: Appropriation of Surplus

Agenda Item 2: Amendment to the Articles of Incorporation

Agenda Item 3: Election of Nine (9) Directors

Instructions for the Exercise of Voting Rights

Exercise of voting rights via postal mail:

Please indicate your approval or disapproval in the space provided on the ballot and return the ballot to the Company no later than 5:15 p.m., June 28 (Tuesday), 2022 (JST).

Exercise of voting rights via the Internet, etc.:

Please read "Instructions for the Exercise of Voting Rights via the Internet, etc." on page 3, and indicate your approval or disapproval no later than 5:15 p.m., June 28 (Tuesday), 2022 (JST).

Exercise of voting rights via attending the meeting:

Please bring and always wear a face mask. Present the enclosed ballot at the reception desk of the meeting.

• If you exercise your voting rights both in writing and via the Internet, etc., we will regard the vote cast via the Internet, etc. to be effective.
• If you exercise your voting rights more than once via the Internet, etc., we will regard the last vote you cast to be the effective one.
• The Company has provided the Notice of 98th Ordinary General Meeting of Shareholders on its Internet website (https://www.oki.com/jp/). Any amendment to the Company's Reference Documents for the General Meeting of Shareholders, the Business Report, and the Consolidated and Non-consolidated Financial Statements will be announced on the website.

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(Translation)

Instructions for the Exercise of Voting Rights via the Internet

How to scan QR code

"Smart Exercise"

You can simply login to the voting site without entering your voting rights exercise code and password.

1. Please scan the QR code provided at the bottom right of the voting rights exercise form.

How to enter

voting rights exercise code and password

Voting site: https://soukai.mizuho-tb.co.jp/

1. Please access the voting site.

• "QR code" is a registered trademark of Denso Wave Incorporated.

2. Please input approval or disapproval to each proposal in accordance with the instructions on the screen.

Exercising voting rights by "Smart Exercise" is available only once.

If you need to change your votes after excising your voting rights, please log in the voting site for a personal computer by using your "voting rights exercise code" and "password" provided on the voting rights exercise form and exercise your voting rights again.

• If you rescan the QR code, you can access the Exercise of Voting Rights Website for a personal computer.

1. Please enter the "voting rights exercise code" printed on the voting rights exercise form.
2. Please enter the "password" printed on the voting rights exercise form.
3. Please input approval or disapproval to each proposal in accordance with the instructions on the screen.

If you have any inquiries about the operation of a personal computer, a smartphone or a cellular phone regarding the exercise of voting rights via the Internet, please contact on the right-hand side:

Internet Help Dial, Stock Transfer Agency Department,

Mizuho Trust & Banking Co., Ltd.

Tel: [phone] (toll free, only in Japan)

(Operating hours: 9:00 a.m. to 9:00 p.m.)

Institutional investors can utilize the electronic voting platform operated by ICJ, Inc.

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(Translation)

Reference Documents for the General Meeting of Shareholders

Agenda Items and Reference Matters

Agenda Item 1: Appropriation of Surplus

The Company has given consideration to matters including the business performance of the fiscal year under review, business earnings projections for the next fiscal year (FY2022), the Company's financial position, etc., and it proposes to pay year-end dividends for the fiscal year under review as follows.

1. Type of dividend asset Cash
2. Allocation of dividend assets and total amount of dividends

Common stock of the Company	¥30 per share
Total dividends	¥2,597,989,950

3. Effective date of dividend of surplus June 30, 2022

(Reference) Shareholder Return Policy

OKI's top management priorities are to strengthen its financial position and ensure retained earnings in order to continually improve the OKI Group's corporate value, as well as to increase shareholder returns so that shareholders are encouraged to hold its shares over the medium- to long-term.

OKI will reinforce its management foundations by applying retained earnings to investments in research & development and facilities that are critical to future growth. OKI will determine the amount of dividends, attaching top priority to the continuation of the stable distribution of profits to shareholders and taking its business results and future management measures, etc. comprehensively into consideration.

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(Translation)

Agenda Item 2: Amendment to the Articles of Incorporation

1. Reasons for the amendment

Since 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 of 2019) are to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation in preparation for the introduction of the system for providing informational materials for the general meeting of shareholders in electronic format.

1. Article 15, paragraph 1 in "Proposed amendments" below will stipulate that the Company shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format.
2. Article 15, paragraph 2 in "Proposed amendments" below will establish the provision to limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents.
3. Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will no longer be required, they will be deleted.
4. Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions regarding the effective date, etc. will be established.

2. Details of the amendment

The details of the amendment are as follows.

	(Underlined portions indicate amendments.)
Current Articles of Incorporation	Proposed amendments
Article 15 (Internet Disclosure and Deemed Provision of
Reference Documents for the General Meeting of
Shareholders, Etc.)
When the Company convenes a general meeting of	(Deleted)
shareholders, if it discloses information that is to be stated
or presented in the reference documents for the general
meeting of shareholders, business report, non-consolidated
financial statements and consolidated financial statements
through the Internet in accordance with the provisions
prescribed by the Ministry of Justice Order, it may be
deemed that the Company has provided this information to
shareholders.
	Article 15 (Measures, etc. for Providing Information in
	Electronic Format)
(Newly established)	1. When the Company convenes a general meeting of
	shareholders, 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, the
	Company may exclude all or some of those items
	stipulated by the Ministry of Justice Order from statements
	in the paper-based documents to be delivered to
	shareholders who requested the delivery of paper-based
	documents by the record date of voting rights.

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