Okaya Electric Industries : NOTICE OF CONVOCATION OF THE 99TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

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

Current Articles of Incorporation

Proposed Amendments

Article 1

(Text omitted)

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 the

following business activities.

following business activities.

1. Manufacturing andsale of parts for electronic and

1. Manufacturing andsale of parts for electronic and

communication equipment, and electronic component

communication equipment, and electronic component

(Change in Japanese only; English unchanged)

Current Articles of Incorporation

Proposed Amendments

2.

Manufacturing andsale of communication equipment,

2.

Manufacturing andsale of communication equipment,

electrical measuring instruments, electronic

electrical measuring instruments, electronic

application equipment, industrial- and consumer-use

application equipment, industrial- and consumer-use

electric appliances

electric appliances (Change in Japanese only; English

unchanged)

3.

Contracting business andmaintenance of electric

3.

Contracting business andmaintenance of electric

appliance installation work, electrical work,

appliance installation work, electrical work,

telecommunications work and instrumentation work

telecommunications work and instrumentation work

(Change in Japanese only; English unchanged)

4.

Manufacturing andsale, andlease of information

4.

Manufacturing andsale, andlease of information

processing and telecommunications equipment and

processing and telecommunications equipment and

software

software (Change in Japanese only; English

unchanged)

5.

Manufacturing andsale of physical and chemical

5.

Manufacturing andsale of physical and chemical

appliances, medical equipment, precise measuring

appliances, medical equipment, precise measuring

instruments andtheir parts

instruments andtheir parts (Change in Japanese only;

English unchanged)

6.

Real estate leasing

6.

Real estate leasing

7.

All business activities accompanying the preceding

7.

All business activities accompanying the preceding

items

items

(Location of the head office)

(Location of the head office)

Article 3

Article 3

The head office of the Company is locatedin Setagaya-ku,

The head office of the Company is locatedin Setagaya-ku,

Tokyo, Japan.

Tokyo, Japan. (Change in Japanese only; English

unchanged)

Article 4 to Article 7 (Texts omitted)

Article 4 to Article 7 (No change)

(Rights regarding shares less than one unit)

(Rights regarding shares less than one unit)

Article 8

Article 8

Shareholders of the Company may not exercise any rights

Shareholders of the Company may not exercise any rights

other than the rights listed below with respect to shares less

other than the rights listed below with respect to shares less

than one unit that they hold.

than one unit that they hold.

(1)

Rights stipulated in each item of Article 189,

(1)

Rights stipulated in each item of Article 189,

Paragraph (2) of the Companies Act

Paragraph (2) of the Companies Act

(2)

Rights stipulated in Article 166, Paragraph (1) of the

(2)

Rights stipulated in Article 166, Paragraph (1) of the

Companies Act

Companies Act

(3)

Rights to receive an allotment of shares to be offered

(3)

Rights to receive an allotment of shares to be offered

andan allotment of stock acquisition rights to be

andan allotment of stock acquisition rights to be

offered in accordance with the number of shares held

offered in accordance with the number of shares held

by shareholders

by shareholders (Change in Japanese only; English

unchanged)

(4)

The right to make the request set forth in the

(4)

The right to make the request set forth in the

following article

following article

(Adding to holdings of shares less than one unit)

(Adding to holdings of shares less than one unit)

Article 9

Article 9

A shareholder of the Company may, pursuant to the Share

A shareholder of the Company may, pursuant to the Share

Handling Regulations, demand that the Company sell to the

Handling Regulations, demand that the Company sell to the

shareholder the number of shares that, together with the

shareholder the number of shares that, together with the

shares constituting less than one unit held by the

shares constituting less than one unit held by the

shareholder, would constitute one unit.

shareholder, would constitute one unit. (Change in Japanese

only; English unchanged)

Current Articles of Incorporation

Proposed Amendments

(Share Handling Regulations)

(Share Handling Regulations)

Article 10

Article 10

The handling services andfees related to the Company's

The handling services andfees related to the Company's

shares shall be governed by laws, regulations and the

shares shall be governed by laws, regulations and the

Articles of Incorporation as well as the Share Handling

Articles of Incorporation as well as the Share Handling

Regulationsestablished by the Board of Directors.

Regulationsestablished by the Board of Directors. (Change

in Japanese only; English unchanged)

(Shareholder registry administrator)

(Shareholder registry administrator)

Article 11

Article 11

1. The Company shall havea shareholder registry

1. The Company shall havea shareholder registry

administrator.

administrator. (Change in Japanese only; English

unchanged)

2. The shareholder registry administrator andthe place

2. The shareholder registry administrator andthe place

for handling its affairs shall be selected by resolution

for handling its affairs shall be selected by resolution

of the Board of Directors and public notice thereof

of the Board of Directors and public notice thereof

shall be given.

shall be given. (Change in Japanese only; English

unchanged)

3. The preparation andmaintenance of the shareholder

3. The preparation andmaintenance of the shareholder

registry andthe registry of stock acquisition rights

registry andthe registry of stock acquisition rights

and other administrative matters relating to the

and other administrative matters relating to the

shareholder registry andthe register of stock

shareholder registry andthe register of stock

acquisition rights of the Company shall be entrusted

acquisition rights of the Company shall be entrusted

to the shareholder registry administrator and will not

to the shareholder registry administrator and will not

be handled by the Company.

be handled by the Company. (Change in Japanese

only; English unchanged)

Article 12 to Article 13(Texts omitted)

Article 12 to Article 13 (No change)

(Convener andChairperson)

(Convener andChairperson)

(Change in Japanese only; English unchanged)

Article 14

(Text omitted)

Article 14

(No change)

(Internet Disclosure and Deemed Provision of Reference

(Deleted)

Documents for the General Meeting of Shareholders, etc.)

Article 15

When the Company convenes a general meeting of

shareholders, if it discloses information that is to be stated

or presented in the reference documents for the general

meeting of shareholders, business reports, 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.

(Newly established)

(Measures, etc. for Providing Information in Electronic

Format)

Article 15

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

designated 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.

Current Articles of Incorporation

Proposed Amendments

Article 16 to Article 17(Texts omitted)

Article 16 to Article 17 (No change)

Chapter 4

Chapter 4

Director andthe Board of Directors

Director andthe 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 havea Board of Directors.

The Company shall havea Board of Directors. (Change in

Japanese only; English unchanged)

(Representative Director andDirectors with special titles)

(Representative Director andDirectors 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, electa

a Chairperson and Director, a President and Director

Chairperson and Director.

and a few Senior Managing Executive Directors and

Managing 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 the

execution of the operations of the Company.

2.

The Board of Directors may, by its resolution, elect

Executive Officers with special titles.

(Convener andChairperson of the Board of Directors)

(Convener andChairperson 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 Board

of Directors shall be issued to each Director andeach

of Directors shall be issued to each Director andeach

Audit & Supervisory Board Member at least three

Audit & Supervisory Board Member at least three

days 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 andAudit &

2. With the consent of all Directors andAudit &

Supervisory Board Members, a meeting of the Board

Supervisory Board Members, a meeting of the Board

of Directors may be held without taking the

of Directors may be held without taking the

convocation procedure.

convocation procedure. (Change in Japanese only;

English unchanged)

Article 25

(Text omitted)

Article 26

(No change)

(Regulationsfor the Board of Directors)

(Regulationsfor 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 of

by laws, regulations and the Articles of Incorporation as well

Incorporation as well as the Regulationsfor the Board of

as the Regulationsfor the Board of Directors established by

Directors established by the Board of Directors.

the Board of Directors. (Change in Japanese only; English

unchanged)

Article 27to Article 28(Texts omitted)

Article 28 to Article 29(No change)