Oki Electric Industry Company, Limited TSE:6703
Oki Electric Industry : Notice of Meeting of Shareholders (May 29, 2026)
Source: MarketScreener
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.
I would like to take this opportunity to express my sincere gratitude to our shareholders for your continued support. I am pleased to deliver to you this notice of the 102nd Ordinary General Meeting of Shareholders. Since its founding in 1881, OKI has overcome countless changes in the environment as an information and telecommunications equipment company and has supported social infrastructure by making use of its
technological capabilities and human resources, which are the Company's strengths.
In FY2025, which was the final year of the Medium-Term Business Plan 2025, net sales were partially
affected by the absence of special demand from the previous years. However, profit increased substantially year on year due to steady business performance and the recording of extraordinary income from the
integration of printer development and production functions into ETRIA in October 2025. Net sales were
¥421.6 billion, operating income was ¥18.8 billion, ROE was 13.2%, and the shareholder's equity ratio was 40.5%; the Company generally achieved the targets announced in Medium-Term Business Plan 2025. Given those business results, we are proposing a year-end dividend of ¥65 per share for the fiscal year under review, for an increase of ¥20 over that of the previous fiscal year.
OKI has started its Management Plan 2031, which spans six years from FY2026 to FY2031. In implementing the Management Plan 2031, OKI has re-established its corporate philosophy with four elements, Purpose, Vision, Value, and OKI Spirit, by returning to the founder's aspirations in order to
communicate the new OKI to stakeholders both inside and outside the Company. Adopting this new corporate philosophy as a compass for its future direction, OKI will continue to create social value through initiatives based on the practice of intellectual capital management.
We sincerely appreciate the continued unwavering support and guidance of our shareholders going forward.
Takahiro MoriPresident, Representative Director and Chief Executive Officer
Review of the Medium-Term Business Plan 2025Themes of Medium-Term Business Plan 2025
Return to FY2019 levels of performance and restore the weakened financial foundation
Create future businesses for FY2026 and beyond
(Unit: Billions of yen) | FY2022 Results | Medium-Term Business Plan Management Targets | FY2024 Results | FY2025 Results | |
Growth potential | Net sales | 369.1 | 450.0 | 452.5 | 421.6 |
Operating income | 2.4 | 18.0 | 18.6 | 18.8 | |
Profit | (2.8) | 10.0 | 12.5 | 21.5 | |
Profitability | Operating income margin | 1% | 4% | 4% | 4.5% |
Financial soundness | Shareholder's equity ratio | 25% | 30% | 35% | 40.5% |
Capital efficiency | ROE -Excluding one-time factors*1 | (3)% | 8% | 9% | 13% [10%] |
Shareholder returns | Dividend payout ratio | - | 30% or more | 31% | 26% |
Steering toward growth 1st STAGE |
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(*1) Actual figures excluding one-time factors (extraordinary income in conjunction with the Company's involvement with ETRIA Co., Ltd.)
(*2) ATM: Automatic Teller Machine
(*3) CFB: Crystal Film Bonding technology
Overview of the Management Plan 2031OKI has formulated Management Plan 2031, a six-year plan covering the period from FY2026 to FY2031.
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Corporate Philosophy (Purpose / Vision / Value)
In implementing the Management Plan 2031, OKI has reorganized and re-established its corporate philosophy with four elements, Purpose, Vision, Value, and OKI Spirit, in order to communicate the new OKI to
stakeholders both inside and outside the Company. With the new corporate philosophy as a compass for its future direction, OKI will become a company that grows through a virtuous cycle by committing to "social value," "unique capabilities," and "employee growth."
Purpose
Shaping Next for Society
Vision
Becoming Future-Makers: Powered by People and Technology
Value
Integrity and Beyond, Together
OKI Spirit
Lead the Way
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Management Plan 2031: Basic Policy
For the first three of the six years of the Management Plan 2031, the Company will simultaneously advance business growth and further structural reforms, positioning this period as one for strengthening its growth base, and for the latter three years, the Company will make use of this base to proceed with transformation, positioning this period as the time at which to produce results.
Steering toward growth 1st STAGE
Themes |
|
FY2022 Results | FY2025 Results | |
Credit rating | BBB | |
Net sales | ¥369.1 billion | ¥421.6 billion |
Operating income margin | 1% | 4.5% |
ROE | (3)% | 10%* |
Shareholder's equity ratio | 25% | 40.5% |
Dividend payout ratio | - | 26% |
(*) Actual figures excluding one-time factors (extraordinary income in conjunction with the Company's involvement with ETRIA Co., Ltd.)
Steering toward Growth 2nd STAGE
Themes |
Implement intellectual capital management (Philosophy x Strategy x Execution)
|
FY2031 Targets for OKI's 150th Anniversary | |
Credit rating | A |
Net sales | ¥600.0 billion+ |
Operating income margin | 7%+ |
ROE | 10%+ |
Shareholder's equity ratio | 40%+ |
Dividend payout ratio | 35%+ |
- Value Creation Model
The Company aims to enhance sustainable corporate value by individually strengthening and organically integrating and utilizing its intellectual capital (its distinctive characteristics and uniqueness).
Strengthening OKI's unique intellectual capital and create social valuePurpose | Shaping Next for Society |
Please refer to the Company's website for details of the Management Plan 2031. https://www.oki.com/global/ir/corporate/strategy/index.html
Please access the website on the right for financial highlights Financial Results for FY2025
https://www.oki.com/global/ir/data/slide/
*1 Revenue status in real terms excluding one-time factors (allowance for doubtful accounts related to trade receivables for Chinese ATM projects)
*2 Profit of ¥10.5 billion and ROE of 9.4% if one-time factors (income taxes-deferred of ¥11.0 billion, allowance for doubtful accounts of ¥4.1 billion in *1) are excluded
*3 Profit of ¥16.4 billion and ROE of 10.1% if one-time factors (extraordinary income of ¥5.1 billion associated with participation in ETRIA Co., Ltd.) are excluded
Securities Identification Code: 6703 Date of sending by postal mail: June 8, 2026
Start date of measures for electronic provision: May 29, 2026
NOTICE OF 102ND ORDINARY GENERAL MEETING OF SHAREHOLDERSDear Shareholders,
Oki Electric Industry Co., Ltd. (the "Company") would hereby like to inform you that the 102nd ordinary general meeting of shareholders will be held as follows.
When convening this general meeting of shareholders, the Company takes measures for providing in electronic format the information that constitutes the content of reference documents for the shareholders meeting, etc. (items for which measures for providing information in electronic format will be taken). This information is posted on each of the following websites as "Notice of Meeting of Shareholders" so please access either of those websites to confirm the information.
The Company's website:
https://www.oki.com/global/ja/ir/stock/meeting/ (in Japanese)
Website for informational materials for the general meeting of shareholders:
https://d.sokai.jp/6703/teiji/ (in Japanese)
If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet, etc. or in writing. Shareholders are kindly requested to review "Reference Documents for the General Meeting of Shareholders" and exercise their voting rights no later than 5:15 p.m. on June 23 (Tuesday), 2026 (JST).
Please refer to pages 10-11 for the detailed procedures on exercising your voting rights via the Internet, etc., or in writing.
Yours faithfully,
Takahiro Mori President, Representative Director Oki Electric Industry Co., Ltd.
1-7-12 Toranomon, Minato-ku, Tokyo
- Date and Time: Wednesday, June 24, 2026, from 10:00 a.m. (Reception will open at 9:30 a.m.)
- Location: "Providence Hall," 2F Tokyo Prince Hotel, 3-3-1 Shiba-koen, Minato-ku, Tokyo
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Meeting Agenda
Items to be reported:
Business Report, Consolidated Financial Statements and audit results of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 102nd fiscal year (from April 1, 2025 to March 31, 2026)
Non-consolidated Financial Statements for the 102nd fiscal year (from April 1, 2025 to March 31, 2026)
Items to be resolved:
Agenda Item 1: Appropriation of Surplus Agenda Item 2: Amendment to the Articles of Incorporation Agenda Item 3: Election of Eight (8) Directors
- Items to be decided upon convocation
Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations and Article 15 of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents.
The Audit & Supervisory Board Members and the Accounting Auditor have audited the documents subject to audit, including the following items.
Business Report Employees, Major creditors, Other significant events of the OKI Group, Shareholders' Equity, Equity Warrants, Status of Accounting Auditor and Policies and procedures of the Company
Consolidated Financial Statements Consolidated Balance Sheet, Consolidated Statement of
Operations, Consolidated Statement of Changes in Net Assets, Notes to Consolidated Financial Statements
Non-consolidated Financial Statements Non-Consolidated Balance Sheet, Non-Consolidated
Statement of Operations, Non-Consolidated Statement of Changes in Net Assets, Notes to Non-consolidated Financial Statements
Audit Reports Audit Reports of the Accounting Auditor and the Audit & Supervisory Board, including Consolidated Financial Statements
If you exercise your voting rights in duplicate via both the Internet, etc. and the voting rights exercise form, 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.
If no approval or disapproval is indicated to the respective agendas in the returned voting rights exercise form, it will be treated as an approval vote for the Company's proposals.
If amendment to the items subject to measures for electronic provision arise, a notice of the amendment and the details of the items before and after the amendment will be posted on each of the websites shown above.
We will accept questions regarding the meeting agenda for this general meeting of shareholders in advance via the Smart SR website. Of the questions received, those deemed to be of high interest to our shareholders will be addressed at this general meeting of shareholders.
Submission Deadline To be received no later than 5:15 p.m. on June 16 (Tuesday), 2026 (JST).
If entering information using a smartphone, tablet, or similar device.
Please scan the QR code printed on the ballot (right side).
Tap "Click here to submit questions in advance of the General Meeting of Shareholders" on the "Smart SR" screen.
If entering information on a PC, etc.
Please log in to "Smart SR" from the URL shown below by entering the voting rights exercise code and password stated on the reverse side of the ballot.
"Smart SR" URL https://smart-sr.m041.mizuho-tb.co.jp/SA (in Japanese)
Click the "Questions in Advance of the General Meeting of Shareholders" button on the "Smart SR" screen.
Please limit your questions to matters related to the meeting agenda for this General Meeting of Shareholders and keep them concise, at no longer than 200 characters per question, with up to three questions per shareholder.
Please note that questions not addressed during this general meeting of shareholders will be taken into consideration as reference for the future, and we do not guarantee responses to all questions received; we would appreciate your understanding in advance.
Exercise of voting rights at the Company's General Meeting of Shareholders is shareholders' important right. Please refer to the following and exercise your voting rights by either of the following methods.
In case of not attending the General Meeting of Shareholders To exercise your voting rights via postal mailPlease indicate your approval or disapproval to each agenda on the voting rights exercise form and return the completed form.
Deadline for voting: To be received no later than 5:15 p.m. on June 23 (Tuesday), 2026 (JST).
To exercise your voting rights via the Internet, etc.Please refer to the following page for details.
Deadline for voting: To be received no later than 5:15 p.m. on June 23 (Tuesday), 2026 (JST).
In case of attending the General Meeting of ShareholdersPlease submit the voting rights exercise form to reception.
Date and time of the General Meeting of Shareholders: From 10:00 a.m. (Reception will open at 9:30 a.m.) on June 24 (Wednesday), 2026 (JST)
Treatment of Voting Rights Exercised Multiple Times
If you exercise your voting rights in duplicate via both the Internet, etc. and the voting rights exercise form, 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.
How to scan your login QR code using smartphone "Smart SR" | How to enter voting rights exercise code and password |
1. To exercise your voting rights via smartphone, you do not need to enter your "voting rights exercise code" and "password." Please scan the QR code printed on the ballot (right side). * "QR code" is a registered trademark of Denso Wave Incorporated. 2. Tap the "To the Voting Rights Exercise Website" button at the top of the "Smart SR" screen. 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. Please follow the instructions on the right for the second and subsequent login. | Voting site: https://soukai.mizuho-tb.co.jp/ (in Japanese)
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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. 0120-768-524 (Operating hours: 9:00 a.m. to 9:00 p.m., excluding the year-end and New Year holidays) |
Institutional investors can utilize the electronic voting platform operated by ICJ, Inc.
Reference Documents for the General Meeting of Shareholders Agenda Items and Reference Matters Agenda Item 1: Appropriation of SurplusThe Company has given consideration to matters including the business performance of the fiscal year under review, business earnings projections for the next fiscal year (FY2026), the Company's financial position, etc., and it proposes to pay year-end dividends for the fiscal year under review as follows.
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Type of dividend asset
Cash
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Allocation of dividend assets and total amount of dividends
Common stock of the Company ¥65 per share
Total dividends ¥5,638,493,575
- Effective date of dividend of surplus
June 25, 2026
(Reference) Dividend PolicyThe Company regards the return of profits to shareholders as one of its most important management policies.
In terms of dividends, while maintaining the continuity of stable dividends as a basic policy, we will determine the dividend amount by comprehensively considering the cash flow situation based on business performance and investments necessary for future growth (capital investment, research and development investment, human capital investment) and the level of retained earnings. We will continue to strive to enhance shareholder returns while strengthening our financial base.
Agenda Item 2: Amendment to the Articles of Incorporation-
Reasons for the amendment
As the Company approaches its 150th anniversary in 2031, it is entering a major turning point.
While carrying on the traditions it has long valued, the Company has decided to change its trade name from Oki Electric Industry Company, Limited to OKI Co., Ltd. in order to demonstrate its commitment to creating new value suited to the coming era and achieving sustainable enhancement of corporate value.
The principal reasons for this change are as follows:
While leveraging its strengths as a manufacturing company, the Company is expanding its business domain into the solutions field, including services.
As the Company moves to strengthen its overseas business development again, it will promote the unification of its name and brand.
The change will also encourage a shift in employee mindset as the Company launches its Management Plan 2031.
Taking this change of trade name as an opportunity, the Company will strive to become a company that is even more trusted and continuously valued by all its stakeholders.
- Details of the amendment
The details of the amendment are as follows.
(Underlined portions indicate amendments.)
Current Articles of Incorporation | Proposed amendment |
Chapter 1 General Provisions Article 1 (Trade Name) The name of the Company shall be "沖電気工業株 式会社" in Japanese and "Oki Electric Industry Company, Limited" in English. (Newly established) | Chapter 1 General Provisions Article 1 (Trade Name) The name of the Company shall be "株式会社OKI" in Japanese and "OKI Co., Ltd." in English. (Supplementary Provisions) 1. The amendment to Article 1 of the Articles of Incorporation shall become effective on April 1, 2027. This supplementary provision shall be deleted as of the effective date of the amendment to Article 1 of the Articles of Incorporation. |
The tenure of office of all eight (8) Directors will expire at the conclusion of this general meeting of shareholders. Accordingly, the Company proposes the election of eight (8) Directors, and the candidates are shown as follows. The candidates for Directors have been approved by the Board of Directors after deliberation by the Personnel Affairs and Compensation Advisory Committee.
(Reference)
Candidate number | Name | Current position in the Company | Number of years in office as Director: (as of the conclusion of this general meeting of shareholders) | |
1 | Re-election | Takahiro Mori | President, Representative Director | 4 years |
2 | Re-election | Teiji Teramoto | Senior Executive Vice President, Representative Director | 3 years |
3 | Re-election | Yuichiro Katagiri | Executive Vice President and Member of the Board | 2 years |
4 | Re-election | Yoichi Kato | Senior Vice President and Member of the Board | 1 year |
5 | Re-election Outside Independent | Tamotsu Saito | Independent Outside Director | 8 years |
6 | Re-election Outside Independent | Makoto Kigawa | Independent Outside Director | 7 years |
7 | Re-election Outside Independent | Ryoko Toyama | Independent Outside Director | 1 year |
8 | Newly nominated Outside Independent | Yukimi Ozeki | - | - years |
Outside: Candidate for Outside Director Independent: Candidate for independent officer
Candidate number 1 | Takahiro Mori | Number of years in office as Director: 4 years (as of the conclusion of this general meeting of shareholders) Number of attendance at meetings of the Board of Directors (the year under review): 13 out of 13 times (100%) Number of Oki shares held: Common stock: 12,600 shares |
Brief personal profile, position and responsibility in the Company and significant concurrent positions | ||
Apr. 1988 Nov. 2006 Oct. 2017 Apr. 2019 Oct. 2019 Apr. 2020 Apr. 2021 Apr. 2022 Jun. 2022 Apr. 2023 Apr. 2026 | Joined Oki Electric Industry Co., Ltd. General Manager of Partner Business Dept, Domestic Sales Division, Oki Data Corporation Director, Deputy Head of Product Development and Business Division, and Head of Office Printing Department, Oki Data Corporation Managing Executive Officer, Head of Product Development and Business Division, Oki Data Corporation Managing Executive Officer, Head of Product Development and Business Division, and Head of Domestic Sales Division, Oki Data Corporation Representative Director, Executive Officer, Oki Data Corporation, and Executive Officer, Oki Electric Industry Co., Ltd. Executive Officer, Head of Business Collaboration Division, Components & Platforms Business Group, Oki Electric Industry Co., Ltd. President and Chief Operating Officer President, Representative Director and Chief Operating Officer President, Representative Director and Chief Executive Officer President, Representative Director and CEO (incumbent) | |
(Born on August 29, 1964) [Re-election] | ||
Expected knowledge and experience
| ||
Reason for the selection of candidate for Director | ||
Mr. Takahiro Mori has extensive experience and achievements in leading the printer business to date through the Marketing Department and management of subsidiaries. In addition, he has served as President, Representative Director of the Company since June 2022, and has led the Company in promoting various measures toward reviewing the business portfolio and creating future businesses to realize the Company's medium- to long-term growth strategy. The Company requests his continued election as a Director because it can expect that he will contribute to strengthening the effectiveness of the decision-making and supervisory functions of the Board of Directors by utilizing at the Board of Directors his broad, bird's-eye view of the entire Group and his high level of strategic thinking skills in driving corporate transformation. | ||
Candidate number 2 | Teiji Teramoto | Number of years in office as Director: 3 years (as of the conclusion of this general meeting of shareholders) Number of attendance at meetings of the Board of Directors (the year under review): 13 out of 13 times (100%) Number of Oki shares held: Common stock: 7,000 shares |
Brief personal profile, position and responsibility in the Company and significant concurrent positions | ||
Apr. 1985 Apr. 2013 Apr. 2015 Apr. 2017 Apr. 2018 Jul. 2021 Apr. 2022 Apr. 2023 Jun. 2023 Apr. 2024 Apr. 2026 | Joined The Fuji Bank, Ltd. (currently Mizuho Bank, Ltd.) Executive Officer, General Manager, Investment Banking Coordination Division, Mizuho Financial Group, Inc. & Mizuho Bank, Ltd. Managing Executive Officer, Head of Europe, Middle East and Africa, Mizuho Financial Group, Inc. & Mizuho Bank, Ltd. Managing Executive Officer, Mizuho Financial Group, Inc. and Managing Executive Officer, Head of Global Corporate Division, Mizuho Bank, Ltd. Senior Managing Executive Officer, Head of the Americas, Mizuho Financial Group, Inc. & Mizuho Bank, Ltd. Senior Vice President, Deputy Head of Marketing & Sales Group, and Deputy Head of Components & Platforms Business Group, Oki Electric Industry Co., Ltd. Senior Vice President, Head of Marketing & Sales Group, Deputy Head of Components & Platforms Business Group, and Head of Business Collaboration Division Executive Vice President Executive Vice President and Member of the Board Senior Executive Vice President, Representative Director, Chief Compliance Officer, Chief Financial Officer, Chief Human Resource Officer, Internal Control Administrator Senior Executive Vice President, Representative Director, CFO, CHRO (incumbent) | |
(Born on June 10, 1962) [Re-election] | ||
Expected knowledge and experience
| ||
Reason for the selection of candidate for Director | ||
Mr. Teiji Teramoto has held key positions at financial institutions and possesses extensive financial knowledge, a high level of expertise in financial and capital strategies, and outstanding insight and experience in global management. In addition, since FY2024, he has promoted initiatives including the recovery of the financial base and management system reforms as Senior Executive Vice President, Representative Director. The Company requests his continued election as a Director because it can expect that he will contribute to strengthening the effectiveness of the decision-making and supervisory functions of the Board of Directors by utilizing his international and broad-based perspective as well as his high level of financial management and risk management capabilities at the Board of Directors. | ||
Candidate number 3 | Yuichiro Katagiri | Number of years in office as Director: 2 years (as of the conclusion of this general meeting of shareholders) Number of attendance at meetings of the Board of Directors (the year under review): 13 out of 13 times (100%) Number of Oki shares held: Common stock: 6,700 shares |
Brief personal profile, position and responsibility in the Company and significant concurrent positions | ||
Apr. 1984 Apr. 2000 Apr. 2008 Apr. 2011 Apr. 2015 Apr. 2020 Apr. 2022 Apr. 2023 Apr. 2024 Jun. 2024 Apr. 2025 Apr. 2026 | Joined Oki Electric Industry Co., Ltd. Senior Manager, SE Department, Intelligent Transport Systems Division, Systems Solution Company Senior Manager of Business Promoting Department, Government & Public Solutions Division, System Solutions Company, Information System Business Group, Systems Network Group Senior Manager of Intelligent Transport Systems & Safety Systems Department, Public Systems Business Division Executive Officer, Deputy Head of Public Systems Business Division, Senior Manager of Next Social Infrastructure Business Planning Taskforce Senior Executive Officer, Deputy Head of Solution Systems Business Group Senior Vice President, Head of Solution Systems Business Group Senior Vice President, Chief Quality Officer, Chief Environmental Officer, Construction Business Executive Officer (incumbent) President, OKI Software Co., Ltd. (incumbent) Executive Vice President, Head of Cross Industry Business Center Executive Vice President and Member of the Board Chief Information Officer Executive Vice President and Member of the Board, CIO (incumbent) | |
(Born on August 9, 1961) [Re-election] | ||
Expected knowledge and experience
| ||
Reason for the selection of candidate for Director | ||
Mr. Yuichiro Katagiri has extensive experience and achievements, including responsibility for the | ||
social infrastructure and information and communication business divisions, software division, and | ||
subsidiary management. In addition, since FY2024, he has promoted initiatives mainly related to | ||
management system reforms as Executive Vice President and Member of the Board. | ||
The Company requests his continued election as a Director because it can expect that he will | ||
contribute to strengthening the decision-making and supervisory functions of the Board of Directors | ||
by utilizing his business experience and knowledge in the Group at the Board of Directors. | ||
Candidate number 4 | Yoichi Kato | Number of years in office as Director: 1 year (as of the conclusion of this general meeting of shareholders) Number of attendance at meetings of the Board of Directors (the year under review): 10 out of 10 times (100%) Number of Oki shares held: Common stock: 1,900 shares |
Brief personal profile, position and responsibility in the Company and significant concurrent positions | ||
Apr. 1987 Apr. 2012 Apr. 2015 Apr. 2016 Apr. 2021 Apr. 2022 Apr. 2023 Apr. 2025 Jun. 2025 Apr. 2026 | Joined Oki Electric Industry Co., Ltd. Senior Manager, Engineering Department No. 1, Defense Systems Department, Public Systems Business Division Senior Manager, SE Department No.1, Defense Systems Department, Public Systems Business Division Head of Defense Systems Department, ICT Business Group Executive Officer, Head of TOKKI Systems Division, Solution Systems Business Group Executive Officer, Deputy Head of Solution Systems Business Group and Head of TOKKI Systems Division Senior Executive Officer, Head of TOKKI Systems Division Senior Vice President, Chief Technology Officer, Head of Technology Division Senior Vice President and Member of the Board Senior Vice President and Member of the Board, CTO, Head of Technology Division (incumbent) | |
(Born on February 12, 1963) [Re-election] | ||
Expected knowledge and experience
| ||
Reason for the selection of candidate for Director | ||
Mr. Yoichi Kato has extensive experience and achievements, including leading the TOKKI systems | ||
business. In addition, since FY2025, he has promoted initiatives mainly related to global open | ||
innovation in technology strategy and the creation of next-generation value through the use of | ||
generative AI as Senior Vice President and Member of the Board. | ||
The Company requests his continued election as a Director because it can expect that he will | ||
contribute to strengthening the decision-making and supervisory functions of the Board of Directors | ||
by utilizing his business experience and knowledge in the Group at the Board of Directors. | ||
Candidate number 5 | Tamotsu Saito | Number of years in office as Director: 8 years (as of the conclusion of this general meeting of shareholders) Number of attendance at meetings of the Board of Directors (the year under review): 13 out of 13 times (100%) Number of Oki shares held: Common stock: 8,600 shares |
Brief personal profile, position and responsibility in the Company and significant concurrent positions | ||
Apr. 1975 Joined Ishikawajima-Harima Heavy Industries Co., Ltd. (currently IHI Corporation) Jun. 2006 Executive Officer, Vice President of Aero-Engine & Space Operations Apr. 2008 Director, Executive Officer, President of Aero-Engine & Space Operations Apr. 2011 Executive Vice President Apr. 2012 President Apr. 2016 Chairman of the Board | ||
(Born on July 13, 1952) [Re-election] [Outside] [Independent] | Jun. 2018 Outside Director, Oki Electric Industry Co., Ltd. (incumbent) Apr. 2020 Director, IHI Corporation Jun. 2020 Advisor | |
Expected knowledge and experience
| Apr. 2024 Senior Advisor (incumbent) (Significant concurrent positions) Senior Advisor, IHI Corporation Outside Director, Furukawa Electric Co., Ltd. Outside Director, KAJIMA CORPORATION Chairman, New Energy and Industrial Technology Development Organization | |
Reason for the selection of candidate for Outside Director and expected role, etc. | ||
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, broad insight, and high ethical standards in the manufacturing industry. Since assuming office as Outside Director of the Company, he has contributed to improving the fairness and transparency of management as a member of the Personnel Affairs and Compensation Advisory Committee, in addition to actively providing advice and proposals based particularly on his experience in manufacturing, development, and global management. The Company requests his continued election as an Outside Director because it can expect that he will contribute to strengthening the decision-making and supervisory functions of the Board of Directors from a standpoint independent from management. | ||
Candidate number 6 | Makoto Kigawa | Number of years in office as Director: 7 years (as of the conclusion of this general meeting of shareholders) Number of attendance at meetings of the Board of Directors (the year under review): 13 out of 13 times (100%) Number of Oki shares held: Common stock: 1,500 shares |
Brief personal profile, position and responsibility in the Company and significant concurrent positions | ||
Apr. 1973 Joined The Fuji Bank, Ltd. (currently Mizuho Bank, Ltd.) Apr. 2004 Managing Director, Mizuho Corporate Bank, Ltd. (currently Mizuho Bank, Ltd.) Mar. 2005 Resigned Mizuho Corporate Bank, Ltd. Nov. 2005 Representative Managing Director, Yamato Holdings, Co., Ltd. Apr. 2011 Representative Director, Executive Officer and President Apr. 2018 Director and Chairman of the Board Jun. 2019 Outside Director, Oki Electric Industry Co., Ltd. (incumbent) Special Adviser, Yamato Holdings, Co., Ltd. Jun. 2023 Associate Director (Significant concurrent positions) Outside Director, ICMG Co., Ltd. | ||
(Born on December 31, 1949) [Re-election] [Outside] [Independent] | ||
Expected knowledge and experience
| ||
Reason for the selection of candidate for Outside Director and expected role, etc. | ||
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, broad insight, and high ethical standards, mainly in the logistics industry, including the transformation of business models using ICT. Since assuming office as Outside Director of the Company, he has actively provided advice and proposals based on his extensive management experience and has contributed to improving the fairness and transparency of management as Chair | ||
of the Personnel Affairs and Compensation Advisory Committee. | ||
The Company requests his continued election as an Outside Director because it can expect that he | ||
will contribute to strengthening the decision-making and supervisory functions of the Board of | ||
Directors from a standpoint independent from management. | ||
Candidate number 7 | Ryoko Toyama | Number of years in office as Director: 1 year (as of the conclusion of this general meeting of shareholders) Number of attendance at meetings of the Board of Directors (the year under review): 10 out of 10 times (100%) Number of Oki shares held: Common stock: 200 shares |
(Born on January 4, 1965) [Re-election] [Outside] [Independent] Expected knowledge and experience
| Brief personal profile, position and responsibility in the Company and significant concurrent positions | |
Mar. 1989 Completed the Master's Program at Division of Commerce, Hitotsubashi University Graduate School Dec. 1997 Completed the Doctoral Program at School of Business Administration, The University of Michigan; Ph.D. Apr. 2001 Associate Professor, Japan Advanced Institute of Science and Technology (JAIST) Apr. 2008 Dean, Chuo Graduate School of Strategic Management, Business School (incumbent) Jun. 2025 Outside Director, Oki Electric Industry Co., Ltd. (incumbent) (Significant concurrent positions) Director (external), TOPPAN Holdings Inc. | ||
Reason for the selection of candidate for Outside Director and expected role, etc. | ||
Ms. Ryoko Toyama is currently a professor at the Graduate School of Strategic Management, Chuo University, specializing in management strategy, and has academic expertise and extensive experience in international business strategy and innovation management. Since assuming office as Outside Director of the Company, she has actively provided advice and proposals to management based on her knowledge in management strategy, innovation, and other fields, and has contributed to improving the fairness and transparency of management as a member of the Personnel Affairs and Compensation Advisory Committee. The Company requests her continued election as an Outside Director because it can expect that she will contribute to strengthening the decision-making and supervisory functions of the Board of Directors from a standpoint independent from management. | ||
Candidate number 8 | Yukimi Ozeki | Number of years in office as Director: - (as of the conclusion of this general meeting of shareholders) Number of attendance at meetings of the Board of Directors (the year under review): - out of - times (-%) Number of Oki shares held: Common stock: 0 shares |
(Born on September 13, 1970) [Newly nominated] [Outside] [Independent] Expected knowledge and experience
| Brief personal profile, position and responsibility in the Company and significant concurrent positions | |
Mar. 1999 Completed the doctoral program in Economic Law and Civil Law (Corporate Law), Graduate School of Hitotsubashi University. Apr. 1999 Full-time Lecturer, Faculty of Economics, General Economics, Nagasaki University Apr. 2004 Associate Professor, Department of Law, Faculty of Law, Komazawa University Apr. 2010 Professor, Law School, Seikei University Apr. 2021 Professor, Graduate School of Law, Chuo University (incumbent) (Significant concurrent positions) Outside Director, Bourbon Corporation (scheduled to retire in June 2026) Outside Audit & Supervisory Board Member, Nissan Chemical Corporation (scheduled to be appointed in June 2026) | ||
Reason for the selection of candidate for Outside Director and expected role, etc. | ||
Ms. Yukimi Ozeki is currently a Professor at Graduate School of Law, Chuo University, specializing in the Companies Act, and has academic expertise in the Companies Act and corporate governance and extensive experience. In addition, she has a high degree of independence from the management team, and experience as an outside director and outside audit & supervisory board member of other companies. The Company requests her election as an Outside Director because it can expect that she will provide advice and recommendations on management based on her knowledge of the Companies Act and corporate governance, and contribute to strengthening the effectiveness of the decision-making and supervisory functions of the Board of Directors from a standpoint independent from management. | ||
Notes:
There is no special conflict of interest between each candidate and the Company.
Mr. Tamotsu Saito, Mr. Makoto Kigawa, Ms. Ryoko Toyama, and Ms. Yukimi Ozeki are candidates for outside directors.
Although Ms. Ryoko Toyama and Ms. Yukimi Ozeki have never been involved in corporate management other than as outside officers, the Company determined that they will be able to carry out the duties of Outside Director appropriately for the reasons stated in "Reason for the selection of candidate for Outside Director and expected role, etc." for each of them.
The Company has entered into a liability limitation agreement with candidates for Outside Director Mr. Tamotsu Saito, Mr. Makoto Kigawa, and Ms. Ryoko Toyama. The outline of the agreement is provided in "Company Officers" of the Business Report. If their reappointment is approved, the Company will continue this agreement with them. In addition, if the appointment of Ms. Yukimi Ozeki as Outside Director is approved, the Company will enter into a liability limitation agreement with her.
The Company has entered into a directors and officers liability insurance policy, naming all Directors as insured, and a summary of it is shown in "Company Officers" of the Business Report. The Company plans to continue and renew this policy, and if the appointment of each candidate is approved and they are appointed as Directors, each candidate will be insured under the policy.
There are transactions accounting for less than 1% of sales from the perspective of both parties between the Company and IHI Corporation, where Mr. Tamotsu Saito serves as Senior Advisor. Further, there is no trading relationship between the Company and the New Energy and Industrial Technology Development Organization, where he serves as Chairman.
It came to light that at JAPAN POST INSURANCE Co., Ltd., where Mr. Tamotsu Saito served as an outside director from June 2017 to June 2023, there was a case pertaining to contract transfers, etc. where it is possible to have caused a loss without acting in accordance with customers' wishes. With regard to this case, the aforementioned company received administrative sanctions from the Financial Services Agency on December 27, 2019 based on the Insurance Business Act. However, Mr. Saito fulfilled his duties by continuously making proposals from the viewpoint of legal compliance, and after this case came to light, he made proposals, etc. in order to protect customers and prevent recurrence.
The Company has designated Mr. Tamotsu Saito, Mr. Makoto Kigawa, and Ms. Ryoko Toyama as independent officers based on the terms of the Tokyo Stock Exchange and has submitted notification to the exchange. If their reappointment is approved, they will continue to be independent officers. In addition, if the appointment of Ms. Yukimi Ozeki is approved, the Company plans to designate her as an independent officer. Please refer to the Company's website for its independence criteria. (https://www.oki.com/global/ir/corporate/governance/officers/)
(Reference) Skills Matrix for the Board of Directors Following the Approval of Agenda Item 3 (Plan)The Company believes that for the Board of Directors to appropriately perform its roles and fulfill its responsibilities, it is important to be composed of personnel with diverse knowledge, experience, and expertise, and to make balanced use of the abilities possessed by each Director, in light of the Company's management philosophy, vision and management plans, etc.
The Company expects the display of skills in the following fields in particular.
"Corporate management," such as management strategy, business management and business strategy, for increasing the earning power of businesses and strengthening the governance structure
"Marketing" for promoting the development of eco-systems in collaboration with customers
"Technology & innovation" for developing new businesses toward the goals of further business development and growth
"Human resources management" for securing human resources necessary for sustainable growth and cultivating abilities, thereby giving employees job satisfaction and enabling them to display abilities
"Global" viewpoints for globalizing operations indispensable for securing growth opportunities
"Finance & accounting" and "Legal affairs & risk management" that act as the basis for making decisions related to management and business activities
"Manufacture & SCM" that act as important management bases in strengthening manufacturing and enhancing competitiveness comprising the Company's strengths
Corporate management | Marketing | Technology & innovation | Human resources management | Global | Finance & accounting | Legal affairs & risk management | Manufacture & SCM | ||
Inside | Takahiro Mori (Male) | ● | ● | ● | ● | ● | |||
Teiji Teramoto (Male) | ● | ● | ● | ● | ● | ||||
Yuichiro Katagiri (Male) | ● | ● | ● | ● | |||||
Yoichi Kato (Male) | ● | ● | ● | ||||||
Outside | Tamotsu Saito (Male) | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | |
Makoto Kigawa (Male) | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | |||
Ryoko Toyama (Female) | 〇 | 〇 | 〇 | ||||||
Yukimi Ozeki (Female) | 〇 | 〇 |
The above list does not represent all knowledge and experience respective individuals have.
Required skills for Directors that have been acquired as a result of business execution experience at the OKI Group (up to five skills)
〇 Outside experience and specialist knowledge the Company expects in particular
Business Report(From April 1, 2025 to March 31, 2026)
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Status of the OKI Group
Profit attributable to owners of parent
¥21.5 billion
-
Operating progress and results
Net sales
Operating income
Ordinary income
¥421.6 billion
¥18.8 billion
¥20.8 billion
The Japanese economy has continued on a moderate recovery trend, supported by improvements in employment and income conditions as well as the effects of various policy measures. On the other hand, uncertainties about the future have persisted due to continued price increases, developments in U.S. trade policy, fluctuations in financial and capital markets, and the situation in the Middle East.
In such an environment, OKI's vision for 2031, the 150th anniversary of the company's founding, is to provide value that leads to the resolution of social issues as a company that does not stop and contributes to the maintenance of social infrastructure in the three fields of contribution: safe and convenient social infrastructure; job satisfaction and productivity enhancement; and conservation of the global environment. The Medium-Term Business Plan 2025 was put in place from fiscal 2023 to achieve this vision. The fiscal year under review, the final year of the Medium-Term Business Plan 2025, we worked to bring the plan to completion while accelerating initiatives aimed at achieving sustainable growth beyond the Medium-Term Business Plan 2025 period.
For the business conditions in the fiscal year under review, net sales were ¥421.6 billion (a year-on-year decrease of ¥30.9 billion, or 6.8%), operating income was ¥18.8 billion (a year-on-year increase of ¥200 million, or 1.2%), ordinary income was ¥20.8 billion (a year-on-year increase of ¥4.0 billion, or 23.6%), and profit attributable to owners of parent was ¥21.5 billion (a year-on-year increase of ¥9.0 billion, or 72.4%). Although the large-scale project for the Enterprise Solutions business had the impact of the remaining contractual obligations, the Public Service business performed strongly, and net sales were secured at a certain level, while operating income was generally on par with the previous fiscal year. Profit attributable to owners of parent for the fiscal year under review increased substantially due to gains on business transfers, etc., in conjunction with the equity participation in ETRIA Co., Ltd.
Looking at non-consolidated business performance, net sales were ¥289.6 billion, operating profit was
¥3.7 billion, ordinary profit was ¥12.6 billion and profit was ¥17.5 billion.
Status by major business Public Solutions businessBusiness:
Unit: Billions of yen
FY2024 (reference: previous fiscal year)
FY2025 (Fiscal year under review)
Changes
Net sales
130.5
139.7
7.1%
Operating income
14.1
18.1
28.7%
Mainly manufacturing and sales of products such as road-related systems, aviation-related systems, firefighting and disaster prevention-related systems, systems for public offices, defense-related systems, aircraft equipment, and telecommunications equipment for telecommunications carriers, as well as system building and provision of solutions, and other services
Net sales
composition ratio 33.1%
Sales and income increased due to growth in the social infrastructure solutions business, while the TOKKI systems business fell below the level of the previous fiscal year but remained steady, mainly in underwater acoustics, against the backdrop of expanding demand in defense.
Enterprise Solutions businessBusiness:
Unit: Billions of yen
FY2024 (reference: previous fiscal year)
FY2025 (Fiscal year under review)
Changes
Net sales
179.8
150.6
(16.3)%
Operating income
13.1
10.3
(21.4)%
Operating income (excluding one-time factors)
17.0
10.6
(37.6)%
Mainly manufacturing and sales of products such as ATM, cash processors, store terminals, reservation ticket terminals, check-in terminals, currency exchange machines, ATM monitoring and operation services, financial sales branch systems, centralized office systems, reservation ticket systems, as well as construction, maintenance, and other services
Net sales
composition ratio 35.7%
Although sales and income decreased due to the rebound from large-scale projects, etc., an operating income margin of 7% was secured through the promotion of production efficiency and other measures.
Component Products businessBusiness:
Mainly manufacturing and sales of products such as edge devices (IoT), sensor networks, PBX, business phones, contact centers, cloud services, and other services
Unit: Billions of yen
FY2024 (reference: previous fiscal year)
FY2025 (Fiscal year under review)
Changes
Net sales
75.8
68.2
(10.1)%
Operating income
2.9
2.0
(32.7)%
Note: With respect to LED printers, with the development and production business being succeeded by ETRIA CO., LTD., effective October 1, 2025, the Company engaged in product sales and other services.
Net sales
composition ratio 16.2%
Although sales and income decreased due to the impact of fluctuations in demand in Japan and overseas, the Company implemented structural reforms towards stabilizing the business.
EMS businessBusiness:
Unit: Billions of yen
FY2024 (reference: previous fiscal year)
FY2025 (Fiscal year under review)
Changes
Net sales
65.9
62.7
(4.8)%
Operating income
(0.8)
1.0
-
Mainly manufacturing and sales of products such as contract design and production, printed circuit boards, cables and electrode wires, engineering, and other services
Net sales
composition ratio 14.9%
The D/EMS business encountered tough conditions due to the impact of a sluggish market, although the recovery of the components business contributed to an overall improvement in income for the segment.
Please refer to the financial results presentation materials posted on our website for more detailed information on financial results for the fiscal year ended March 31, 2026.
https://www.oki.com/global/ir/data/slide/
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Future challenges
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Review of the Medium-Term Business Plan 2025
In the Medium-Term Business Plan 2025, covering the three-year period from fiscal 2023 through fiscal 2025, the Company has adopted a basic policy of "Steering toward growth and breaking free from the downward trend," and has worked to recover business results to the fiscal 2019 level as well as to restore the financial base that was damaged. At the time the plan was formulated, the business environment had deteriorated significantly due to the impact of COVID-19 alongside prolonged difficulty in procuring parts and materials, and the OKI Group fell into an extremely challenging situation. However, under the new business structure, each business has been promoting a revision of business portfolio and the restructuring of its business operating systems, and has focused on improving its income structure.
As a result of these efforts, net sales and operating income recovered at a pace in excess of expectations, and in terms of business results, the Company was able to achieve the target levels shown in the plan ahead of schedule. In the final fiscal year, net sales were affected in part by the absence of the special demand that existed until the previous fiscal year, however, the Company recognizes that it was able to achieve a certain level of results in building a business base capable of improving profitability and providing stable dividends through having secured stable income-generating capability centered on the Public Solutions business, which is a growth business.
On the other hand, the Medium-Term Business Plan 2025 was positioned as a first step toward growth, with the main focus being on recovery from damage, and the Company is still only halfway toward the full scale growth of future businesses as well as the establishment of new pillars of income. In addition, under increasing uncertainty in the external environment, the Company recognizes that, in order to achieve sustainable business growth and increase corporate value, further specifying its growth strategies and strengthening its execution capabilities are important issues.
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Business strategies in the Management Plan 2031
With accelerating social change on-going, the Company has formulated a Management Plan 2031 for the period from fiscal 2026 to fiscal 2031, in order to realize further growth beyond the extension of the Medium-Term Business Plan 2025, with a shift in focus "from defense to offense" based on the strengthening of intellectual capital, with the aim of increasing corporate value through future creation and global growth.
Based on the field capabilities and trust it has cultivated since its founding in 1881, OKI will position "non-stopping" operational responsibility for social infrastructure as its competitive axis, and will shift its income structure from an installation and one-off sales model to a long-term contract model that includes operation, maintenance, and renewal. The Company will develop cross-domain operational platforms and standard services, and aim to establish its position as a layer master.
[Public Solutions]
The Company will focus on and strengthen initiatives in government growth strategy sectors. It will steadily expand production capacity in response to rising defense demand while pursuing overseas equipment transfers. In addition, the Company will enhance its responsiveness to public-sector demand and promote initiatives for next-generation networks.
[Financial & Payments Solutions]
In addition to sales of equipment such as ATMs and systems, the Company will aim to establish a comprehensive service business that handles everything from design to operation for financial institution counters and on-site operations. The Company will realize "non-stopping" operation and operational efficiency in a one-stop manner using financial terminals centered on its maintenance network and ATMs across Japan. Through this, the Company will support the enhancement of services at financial institutions and will contribute to the sustainable operation of cash and payment services, which are a form of social infrastructure.
[Components & Manufacturing]
The Company will pursue two key initiatives: driving growth in the Advanced Components business and implementing structural reforms in the Component Products business and EMS business. In the Advanced Components business, the Company will accelerate commercialization in the optoelectronic integration market by leveraging its strengths in CFB, silicon photonics, and optical fiber components, while also advancing its entry into the GaN power semiconductor market. In addition, the Company will strengthen its high value-added printed circuit board business for AI servers and semiconductor testers, developing it into a high-growth business.
-
Review of the Medium-Term Business Plan 2025
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Trends in assets and profit/loss
Trends in assets and profit/loss for the fiscal year under review and the past three years are as follows.
99th year (FY2022)
100th year (FY2023)
101st year (FY2024)
102nd year
(Fiscal year under review, FY2025)
Net sales
369.1 billion yen
421.9 billion yen
452.5 billion yen
421.6 billion yen
Profit attributable to owners of parent
(2,800) million yen
25,649 million yen
12,479 million yen
21,510 million yen
Basic earnings per share
(32.33) yen
295.93 yen
143.93 yen
247.99 yen
Total assets
390.4 billion yen
423.4 billion yen
411.0 billion yen
445.2 billion yen
Net assets
99.3 billion yen
141.3 billion yen
145.7 billion yen
180.4 billion yen
Net assets per share
1,143.96 yen
1,628.78 yen
1,679.42 yen
2,078.68 yen
Note: Basic earnings per share is computed based on the average number of shares during the year (weighted average). Net assets per share are computed based on the number of shares outstanding at the year-end. These figures exclude treasury stocks.
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Capital expenditure and research and development expenses
Capital expenditures and research and development expenses for the fiscal year under review equaled ¥10.2 billion and ¥8.0 billion, respectively.
Investment by segment is as follows.
(Unit: Billions of yen)
Segment
Amount of capital expenditure
(Amount of research and development expenses)
Major capital expenditure
Public Solutions
3.3
(1.5)
Upgrading, etc. of plants and plant facilities to design/manufacture new products and incidental facilities of plants in the areas of social infrastructure, network systems, and other fields, the defense business (marine and aviation), and the marine business
Enterprise Solutions
2.6
(1.5)
Development of solutions to address social issues such as improving operational efficiency amid labor shortages as well as new automation products and modules, expansion of overseas sites, investment in production equipment, and investment in molds for productivity improvement and cost reduction, etc.
Component Products
1.0
(1.0)
Investment in the creation of new products in edge areas for business growth and strengthening the competitiveness of existing products, as well as the renewal of facilities to achieve a stable supply of products and services
EMS
2.1
(0.2)
Investments in production facility automation and IT to upgrade to the latest facilities, solve labor shortages, and improve productivity in order to strengthen comprehensive manufacturing services
Others/Company-wide (shared)
1.2
(3.7)
-
Total
10.2
(8.0)
-
- Financing
-
Operating progress and results
Operating funds and funds for capital expenditures necessary for business activities will be obtained from our own funds, borrowed funds, or other sources.
The Company maintains good business relationships with major partner financial institutions, so recognizes that it will be able to raise operating funds, funds for capital expenditure, etc. necessary for business activities without any problem.
In addition to the cash and cash equivalents at hand that are currently held, the OKI Group has a commitment line to ensure sufficient liquidity.
The OKI Group emphasizes financial discipline and will focus on executing investments necessary for growth.