Corporate Information Officers

Appointment and Dismissal of Officers

In the nomination and appointment of candidates for Directors, Audit & Supervisory Board Members and executive officers, the Company comprehensively considers the legal requirements and the following matters.

• Nobility of character, wisdom, a high level of ethics, fairness, honesty, and a law-abiding spirit
• The ability to conduct duties in a manner that will help realize the OKI Group's corporate philosophy and enhance corporate value sustainably
• Length of tenure
• Audit & Supervisory Board Members must have the necessary financial, accounting, and legal knowledge.
• The Company's independence criteria for Outside Officers

The criteria for submitting a proposal to dismiss a Director, an Audit & Supervisory Board Member, or an executive officer take into consideration the following: where the person's act violates or infringes on the law and the Articles of Incorporation; whether the person has become unable to properly perform his/her duties. Such proposals are immediately deliberated by the Personnel Affairs and Compensation Advisory Committee, which then submits its proposal to the Board of Directors.

• Management

Outside Officers Election Reasons and Status of Attendance (As of June 21,2024)

	Name	Reasons for Appointment and Expected Roles	Status of Attendance at meeting of the Board of Directors or the meetings of the Audit & Supervisory Board (FY2023)
Outside Directors	Shigeru Asaba	Mr. Shigeru Asaba is currently a professor of Waseda Business School (Graduate School of Business and Finance). Mr. Asaba has academic expertise in business in general and high ethical standards through his specialist knowledge in the fields of industrial organizations, corporate strategy, competitive strategy, ownership structures, corporate governance and corporate conduct. In addition, he has a high degree of independence from the management team, experience as an outside director of other companies, and serves as the chairman of the Personnel Affairs and Compensation Advisory Committee. Based on the above, and particularly on his academic expertise in all aspects of business, including marketing and innovation, the Company has appointed him as an Outside Director as it is expected that he will contribute to the deepening of deliberations on the progress of Medium-Term Business Plan, oversight of the medium- to long-term strategy and development plan of successors, and improvement of risk and crisis response at the Board of Directors meetings. Although he has never had experience of being involved in corporate management other than as an outside officer, the Company determined that he will be able to carry out the duties of Outside Director appropriately for the aforementioned reason. The Company believes that he is sufficiently independent and has no risk of conflicts of interest with general shareholders.	Board of Directors 13/13 (100%)
	Tamotsu Saito	As a long-time representative director of IHI Corporation and a business leader not only in the industry but also in Japan, Mr. Tamotsu Saito has a wealth of management experience and high ethical standards in the manufacturing industry. In addition, he has a high degree of independence from the management team, experience as an outside director of other companies, and serves as the member of the Personnel Affairs and Compensation Advisory Committee. Based on the above, and particularly on his manufacturing, development and global management experience, the Company has appointed him as an Outside Director as it is expected that he will contribute to the deepening of deliberations on the progress of Medium-Term Business Plan, oversight of the medium- to long-term strategy and development plan of successors, and improvement of risk and crisis response at the Board of Directors meetings. The Company believes that he is sufficiently independent and has no risk of conflicts of interest with general shareholders.	Board of Directors 13/13 (100%)
	Izumi Kawashima	Ms. Izumi Kawashima is currently a professor of the Faculty of Social Sciences at Waseda University. She specializes in commercial law (mainly the Companies Act) and the Financial Instruments and Exchange Act, and particularly has academic specialist knowledge relating to the Companies Act and corporate governance as well as high ethical standards. In addition, she has a high degree of independence from the management team, and has devoted her energies to the display of the Board of Directors functions as the chairperson of the Company's Board of Directors since June 2021. Ms. Kawashima also has experience as an outside director of other companies, and serves as a member of the Personnel Affairs and Compensation Advisory Committee. Based on the above, and particularly on her knowledge as a legal expert in the Companies Act and the Financial Instruments and Exchange Act, etc., the Company has appointed her as an Outside Director as it is expected that she will contribute to the deepening of deliberations on the progress of Medium-Term Business Plan, oversight of the medium- to long-term strategy and development plan of successors, and improvement of risk and crisis response at the Board of Directors meetings. Although she has never had experience of being involved in corporate management other than as an outside officer, the Company determined that she will be able to carry out the duties of Outside Director appropriately for the aforementioned reason. The Company believes that she is sufficiently independent and has no risk of conflicts of interest with general shareholders.	Board of Directors 13/13 (100%)
	Makoto Kigawa	After serving as an officer at a financial institution, Mr. Makoto Kigawa served as Representative Director of Yamato Holdings Co., Ltd. for more than ten years, and has extensive management experience and high ethical standards, mainly in the logistics industry, including the transformation of business models using ICT. In addition, he has a high degree of independence from the management team, experience as an outside director of other companies, and serves as the member of the Personnel Affairs and Compensation Advisory Committee. Based on the above, and particularly on his supply chain management and risk management experience, the Company has appointed him as an Outside Director as it is expected that he will contribute to the deepening of deliberations on the progress of Medium-Term Business Plan, oversight of the medium- to long-term strategy and development plan of successors, and improvement of risk and crisis responseat the Board of Directors meetings. The Company believes that he is sufficiently independent and has no risk of conflicts of interest with general shareholders.	Board of Directors 13/13 (100%)
Outside Audit & Supervisory Board Members	Yoshihiro Tsuda	As a certified public accountant, Mr. Yoshihiro Tsuda has been involved in global accounting audits in various industries for many years. The Company has judged that he can conduct objective and neutral audits of the Company's management from a global perspective by utilizing his wealth of experience, knowledge and high ethical standards, and has therefore been appointed him as an Audit & Supervisory Board Member. Although he has no experience of being involved in the management of a company in the past, the Company believes that he will be able to appropriately execute his duties as Outside Audit & Supervisory Board Member for the reasons mentioned above. The Company believes that he is sufficiently independent and has no risk of conflicts of interest with general shareholders.	Board of Directors 13/13 (100%) Audit & Supervisory Board 18/18 (100%)
	Yasuyuki Oda	Mr. Yasuyuki Oda has served as GM, Finance & Accounting Div. and Corporate Planning Div. of the head office, president of an overseas subsidiary, and executive officer at a manufacturer, as well as having worked overseas for many years. He is nominated as a candidate for Outside Audit & Supervisory Board Member as it is judged that he has experience as a corporate auditor and chairman of Audit & Supervisory Committee, and will be able to utilize his extensive experience, global insight, and high ethical standards and conduct appropriate audits of the Company's management. The Company believes that he is sufficiently independent and has no risk of conflicts of interest with general shareholders.	Board of Directors —/— (—%) Audit & Supervisory Board —/— (—%)
	Hiroshi Niinomi	As an attorney-at-law for many years, Mr. Hiroshi Niinomi has been responsible for many listed companies with respect to corporate law and financial law matters. He is nominated as a candidate for Outside Audit & Supervisory Board Member as it is judged that since he also has the experience of serving as an Audit & Supervisory Board Member for an investment advisory company for a long time, he will be able to utilize his extensive experience, knowledge, and high ethical standards and conduct objective and neutral audits of the Company's management. Although he has never had experience of being involved in corporate management, the Company determined that he will be able to carry out the duties of Outside Audit & Supervisory Board Member appropriately for the aforementioned reason. Although he does not have any conflicts of interest with general shareholders and meets the requirements for independent officers as stipulated by the Tokyo Stock Exchange, due to the policy of his law firm, he is not designated or notified as an independent officer.	Board of Directors —/— (—%) Audit & Supervisory Board —/— (—%)

Independence Criteria

The Company has established independence criteria for Outside Directors and Outside Audit & Supervisory Board Members (hereinafter collectively "Outside Officers") that it appoints. When examining officer candidates, the Company emphasizes their independence based on these criteria.

Independence Criteria for Outside Officers

1. An Independent Officer has not been an executive(*1) of the OKI Group in the past 10 years.
2. An Independent Officer has not been a party whose major client is the OKI Group (a party whose sales to the OKI Group exceed 2% of the total sales of that party's group), or an executive of such a party, in the most recent business year or in the past three business years.
3. An Independent Officer has not been a party whose major client is the OKI Group (the OKI Group's sales to the party's group exceed 2% of the total sales of the OKI Group), or an executive of such a party, in the most recent business year or in the past three business years.
4. An Independent Officer has not been a major shareholder of the Company (a shareholder directly or indirectly holding 10% or more of the total voting rights of the Company) or an executive of a party that is a major shareholder of the Company in the past five years.
5. An Independent Officer has not been an executive of a party whose major shareholder is the Company in the past five years.
6. An Independent Officer is not a consultant, accounting professional such as certified public accountant, or legal professional such as a lawyer who receives a large amount of money or other assets from the OKI Group aside from officer compensation (if an organization such as a corporation or an association receives the money or other assets, the consultant, accounting professional, or legal professional refers to an individual who belongs to the organization. A large amount is over ¥10 million per year on average in the past three fiscal years if the recipient is an individual, and over ¥10 million or 2% or more of the consolidated net sales of an organization per year in the past three fiscal years, whichever is higher, if the recipient is an organization).
7. An Independent Officer has not belonged to an auditing firm that conducts the statutory audit of the Company in the past five years.
8. A person is not a relative within the second degree of kinship to any the following people.

   a. People listed in (2) to (7) above (limited to important executives(*2) for "executives" in (2) to (5), (2) for "people belonging to associations" in (6), important executives and people whose associations have professional qualifications such as certified public accountants or lawyers in the case of accounting or legal expert associations such as audit firms or legal firms, and people who have professional qualifications such as certified public accountants and certified public accountants for "people belonging to audit firms" in (7).

   b. An important executive of the OKI Group

• *1 "Executive" refers to a person who performs the business such as a Director (excluding Outside Directors), executive officer, employee, etc.
• *2 "Important executive" refers to a person who performs important business such as a Director (excluding Outside Directors), an executive officer, or a department head. We have provided notice that outside officers who qualify as independent officers are Independent Officers.

When the Company appoints Outside Officers, it emphasizes the criteria above. The Company also considers whether the candidate's experience and knowledge in their fields of expertise are useful for the Company.

Compensation for the Board Members and Executive Directors

Compensation, etc. paid to Directors and Audit & Supervisory Board Members in FY2023

1. Policy on determining the content of individual compensation, etc. for Directors

The Company established the policy on determining the content of individual compensation, etc. for Directors, and a summary is as follows.

Basic policy

OKI's basic policy on compensation for directors and executive officers is to serve as incentives for the performance improvement with the aim of the continuous enhancement of the corporate value and enforcement of the corporate competitiveness while being the compensation structure that can attract excellent human resources.

Structure of compensation

The compensation structure is divided into performance-linked compensation and compensation other than performance-linked compensation, and consists of basic compensation, which is a fixed compensation; and annual incentive compensation and medium- to long-term incentive compensation, which are performance-linked compensation. These compensations have been provided as part of efforts to develop an environment for a shift to the management focused on "more aggressive goal setting" and "growth over medium- to long-term" in order to achieve "continuous growth" of the OKI Group. The compensation for outside directors consists only of basic compensation.

	Basic compensation	Annual incentive	Medium- to long-term incentive
Inside Directors (Concurrently serving as Executive Officer)
Outside Directors		—	—

As for medium- to long-term incentive compensation, the 99th Ordinary General Meeting of Shareholders held on June 27, 2023, approved a resolution for a performance-linked stock compensation system for Directors, and the Company has adopted a performance-linked stock compensation (performance share units) in which shares will be delivered in proportion to the achievement of the performance of the Medium-Term Business Plan (three years) from FY2023.

Calculation method for performance-linked compensation

For annual incentive compensation, 80% of the amount to be paid is calculated by multiplying the standard compensation amount set for each position in advance by a performance evaluation factor based on quantitative evaluation, and 20% of the amount to be paid is calculated by qualitative evaluation. The performance indicators used in the quantitative evaluation are those (sales, operating income, and working capital) that have been determined to be appropriate as performance evaluation indicators for achieving the OKI Group's sustainable growth. The quantitative evaluation consists of the OKI Group's consolidated performance-linked portion and the performance-linked portion by the division in charge, and the announced figures (the targets are set based on the following announced figures) and actual results of the performance evaluation indicators for the OKI Group's consolidated performance-linked portion are as follows. Working capital is calculated based on the number of days.

(Unit: Billions of yen)

Performance evaluation indicator	Announced figures	Actual results
Net sales	440.0	421.9
Operating income	11.0	18.7
Working capital	—	114.7

• * The announced figures are the figures that were announced on May 10, 2023.

Medium- to long-term incentive compensation is based on ROE, which is judged to be an appropriate indicator(*) for improving corporate and shareholder's value over the medium and long term and for sharing value with shareholders, as well as on sales and ESG (the CO2 emissions reduction rate of the Company's sites and the percentage of female executives), which is judged to be an appropriate indicator for placing greater emphasis on medium- to long-term growth and for improving linkage with the Medium-Term Business Plan. The number of shares to be delivered will be calculated by dividing the pre-determined standard compensation amount for each position by the stock price at the beginning of the performance evaluation period, and multiplying this number by a performance evaluation factor. (However, a portion of the shares to be delivered will be converted into cash at the stock price at the time of delivery.) The actual values of the performance evaluation indicators are calculated at the end of the performance evaluation period and therefore are not fixed at the time of reporting.

• * Medium-Term Management Plan 2025 targets (ROE 8%, net sales of ¥450 billion, 21% reduction in CO2 emissions at the Company's sites, 5% female ratio in executive roles)

Compensation decision process

As for how to determine the policy on determining individual compensation, etc. for Directors and Executive Officers, in order to secure transparency and objectiveness in the decisionmaking processes concerning compensation for officers, the Company has established the Personnel Affairs and Compensation Advisory Committee, consisting of four Outside Directors and one Non-executive Internal Director and chaired by an Outside Director. It deliberates, prior to resolutions at a Board of Directors meeting, on the structure and level of compensation for Directors and Executive Officers, and reports the results to the Board of Directors. In addition, the appropriateness of the structure and level of compensation is validated mainly utilizing objective evaluation data from external organizations.

The Personnel Affairs and Compensation Advisory Committee held a total of 12 meetings during the fiscal year under review, discussed the compensation structure for officers in four of these meetings, and reported the results three times.

Since the Board of Directors decided the content of individual compensation, etc. for Directors for the fiscal year under review after confirming the content of the report, it was evaluated that the content of the individual compensation, etc. for Directors for the fiscal year under review complied with the policy above.

Type		Content of compensation
Basic compensation	Monetary compensation	When serving as Executive Officer concurrently, monetary compensation shall be determined and paid monthly while being individually tailored to the position, followed by duties.
Annual incentive compensation		Once a year, monetary compensation shall be paid and determined individually with a linkage with the single year's consolidated business performance of the OKI Group and that of the division each Director is responsible for. The rate of payment is determined within a scope of 0% to 250%, according to linkage with the quantitative assessment by business performance and qualitative assessment by the President or the Personnel Affairs and Compensation Advisory Committee. It is set that the degree of linkage with business performance is higher for a person in a higher position. The amount of payment is set to 35% to 45% of the basic compensation when the rate of payment is 100%.
Medium- to long-term incentive compensation	Non-monetary compensation	Performance-linked stock compensation (performance share units) is adopted. The performance share units will be granted for the performance evaluation period of three years, which is the period of the Medium-Term Business Plan, and shares will be delivered after the evaluation period in accordance with the degree of achievement of the Medium-Term Business Plan (however, a portion of the shares to be delivered will be paid in cash). The rate of payment will be determined within the scope of 0 to 250%, depending on the degree of achievement of the targets. It is set that the degree of linkage with business performance is higher for a person in a higher position. The amount of payment is set to 15% to 20% of the basic compensation when the rate of payment is 100%. In the event that the Board of Directors recognizes that a director, etc. has violated laws or regulations, etc. in a material respect, the right to receive delivery of shares will be forfeited (clawback provision)

2. Matters related to the resolution for the compensation, etc. for Directors and Audit & Supervisory Board Members of the ordinary general meeting of shareholders

As for the amount of monetary compensation for Directors, at the 82nd ordinary general meeting of shareholders held on June 29, 2006, it was resolved that the annual amount for Directors would be ¥600 million or less (not including employee salary for an employee who is serving as Director). The number of Directors at the end of the ordinary general meeting of shareholders was eleven (including one outside director).

Separately from such monetary compensation, the 99th ordinary general meeting of shareholders held on June 27, 2023, resolved that the maximum number of shares for performance-linked stock compensation (performance share units) shall be 362,100 shares for each performance evaluation period, and the maximum amount shall be 362,100 shares multiplied by the stock price at the time of delivery. The number of Directors (excluding Outside Directors) at the end of the ordinary general meetings of shareholders was four (including three eligible Directors).

As for the amount of monetary compensation for Audit & Supervisory Board Members, at the 82nd ordinary general meeting of shareholders held on June 29, 2006, it was resolved that it would be ¥100 million or less per year. The number of Audit & Supervisory Board Members at the end of the ordinary general meeting of shareholders was four.

3. Matters related to the commission of the decision on the content of individual compensation, etc. for Directors

The Company commissions the decision on the specific content of individual remuneration related to annual incentive compensation for Directors based on a resolution for the commission of the Board of Directors as below. As for the part commissioned to a Director who is concurrently serving as President and Executive Officer, the Company has taken measures such as deliberating the validation at the Personnel Affairs and Compensation Advisory Committee to ensure that the Director adequately executes his/her authority.

Applicable Directors	Commissioned person	Content of the commissioned authority	Reason for the commission of the authority
Director concurrently serving as the President and Executive Officer	Members of the Personnel Affairs and Compensation Advisory Committee (Directors Shinya Kamagami, Shigeru Asaba, Tamotsu Saito, Izumi Kawashima, and Makoto Kigawa)	Qualitative evaluation for 20% of annual incentive compensation	To secure transparency of the process and objectivity of evaluation
Executive Director other than the above	Director concurrently serving as the President and Executive Officer (Director Takahiro Mori)		To focus on aggressive goal-setting for each task assigned to the person

4. Compensation paid to Directors and Audit & Supervisory Board Members, etc.

Officer Title	Amount of payment	Amount of payment by type of compensation			Number of applicable officers
		Fixed compensation	Performance-linked compensation
		Basic compensation	Annual incentive	Medium- to long-term incentive
Directors (excluding Outside Directors)	¥254 million	¥179 million	¥47 million	¥28 million	5
Audit & Supervisory Board Members (excluding Outside Audit & Supervisory Board Members)	¥46 million	¥46 million	—	—	3
Outside officers Outside Directors Outside Audit & Supervisory Board Members	¥55 million ¥27 million	¥55 million ¥27 million	— —	— —	4 3

• *1 Medium- to long-term incentive compensation is performance-linked stock compensation (performance share units), the details of which are described in (1.) above, and the amount recorded as expenses in the current fiscal year.
• *2 The numbers of Directors (excluding Outside Directors) and Audit & Supervisory Board Members (excluding Outside Audit & Supervisory Board Members) as of the end of the fiscal year under review are different from the number shown above, and the above numbers include those who retired at the conclusion of the 99th Ordinary General Meeting of Shareholders held on June 27, 2023.