Okamura : Notice of The 86th Annual General Meeting of Shareholders(PDF 198KB)

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Stock Exchange Code 7994

June 7, 2021

To Shareholders with Voting Rights:

Masayuki Nakamura

Representative Director

Okamura Corporation

7-18, Kitasaiwai 2-chome,Nishi-Ku,

Yokohama

NOTICE OF

THE 86TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

We would also like to extend our deepest sympathies to all those who are affected by COVID-19 and are currently facing difficult situations as a result.

We hereby notify you of the 86th Annual General Meeting of Shareholders of Okamura Corporation (the "Company"). The meeting will be held for the purposes as described below.

From the perspective of preventing the spread of COVID-19, you are requested to refrain from attending this General Meeting of Shareholders and exercise your voting rights in advance, in writing or via the Internet.

Please review the attached Reference Documents for the General Meeting of Shareholders, indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form and return it to us, or input your vote for or against the proposal at the website for exercising voting rights (https://evote.tr.mufg.jp/) designated by the Company. In either case, please exercise your voting rights by 5:20 p.m. on Monday, June 28, 2021, Japan time.

1. Date and Time: Tuesday, June 29, 2021 at 10:00 a.m. Japan time

2. Place:	Banquet Room "Jubilee" on the 5th floor of HOTEL YOKOHAMA CAMELOT
	Japan located at 11-3, Kitasaiwai 1-chome,Nishi-Ku, Yokohama, Japan
	* This year, the venue and start time of the meeting might be unavoidably
	changed due to the impact of the spread of COVID-19. In addition, you may be
	declined admission even if you are present at the venue on the day of the
	meeting. For more information, please kindly view our "Requests to
	Shareholders" provided below.

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

86th Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits by the Accounting Auditor and the Board of Auditors of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 86th Fiscal Year (April 1, 2020 - March 31, 2021)

- 1 -

Proposals to be resolved:

Proposal 1: Dividends from Surplus

Proposal 2: Election of 11 Directors

Proposal 3: Election of 1 Auditor

Proposal 4: Election of 1 Substitute Auditor

4. Remarks on exercising voting right

Please note that any voting right exercised without indicating for or against a proposal will be counted as a vote for approval of the proposal.

• When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
• The following items are posted on the Company's website (https://www.okamura.co.jp/) in accordance with

the provisions of laws and regulations as well as Article 14 of the Company's Articles of Incorporation, and therefore are not provided in this Notice and its Appendix.

(1) Notes to Consolidated Financial Statements (2) Notes to Non-consolidated Financial Statements

The Consolidated Financial Statements and Non-consolidated Financial Statements that were audited by the Board of Auditors and the Accounting Auditor consist of every document provided in this Notice and its Appendix as well as the Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements, which are posted on the website mentioned above.

• Should the Reference Documents for the General Meeting of Shareholders and the Appendix require revisions, the revised versions will be posted on the Company's website (https://www.okamura.co.jp/).
• This notice of the General Meeting of Shareholders and the Appendix, as well as their English translation can be viewed at the Company's website.

Requests to Shareholders

・The above-mentioned specifications are subject to change depending on the spread of infection and the content of announcements by the Japanese Government, etc. by the date of the General Meeting of Shareholders. Please kindly make sure to check the news and updates at the Company's website (https://www.okamura.co.jp/).

・In order to prevent the spread of infection, the distance between seats will be increased, thereby greatly reducing seating capacity. Therefore, you may be declined admission even if you are present at the venue on the day of the meeting.

・Based on the Act on Special Measures for Pandemic Influenza and New Infectious Diseases Preparedness and Response, HOTEL YOKOHAMA CAMELOT Japan may be subject to restricted use, etc. and the venue and start time might be unavoidably changed. In that case, this information will be posted on the Company's website (https://www.okamura.co.jp/). If you plan to attend the meeting, please kindly make sure to check the Company's website in advance.

・The process of returning and collecting the Voting Rights Exercise Forms can increase risk of infection. Therefore, if possible, we kindly ask you to exercise your voting rights via the Internet.

・If you wish to attend the meeting, please bring a face mask to wear.

・Alcohol disinfectant will be available for shareholders near the reception desk.

・Those who have had their temperature measured near the entrance and are found to have a fever, or are considered to be in poor physical health, may be declined admission and asked to leave the venue.

・Staff members for the General Meeting of Shareholders will wear face masks during the meeting after confirming their physical condition, which includes taking their temperature.

- 2 -

Guidance on exercise of voting rights

Exercise of voting rights at Shareholders' Meeting is one of the important rights of the shareholders. You can exercise your voting rights following either of the procedures as follows.

Please review the attached Reference Documents for the General Meeting of Shareholders (from page 5 to 18) and exercise your voting rights.

If you exercise your voting rights in advance

When exercising voting rights in writing

Please indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:20 p.m. on Monday, June 28, 2021, Japan time.

When exercising voting rights via the Internet

Please access the website for exercise of voting rights and exercise your voting rights by 5:20 p.m. on

Monday, June 28, 2021, Japan time.

For the actual procedure, please refer to the following page.

The Company participates in an electronic voting rights exercise platform for institutional investors operated by Investor

Communications Japan.

If you attend the meeting

Please submit the enclosed Voting Rights Exercise Form at the reception desk.

Also, please bring this notice of convocation with you.

If possible, we kindly ask you to refrain from attending the meeting this year and exercise your voting rights in advance.

- 3 -

Procedure to exercise voting rights via the Internet

You can exercise your voting rights via the Internet only by using the website for exercise of voting rights (https://evote.tr.mufg.jp/) designated by the Company. (You cannot access the website from 2:00 a.m. to 5:00 a.m. daily. You may not be able to use the website depending on your Internet environment.)

By scanning the "QR Code"

*Note that you can exercise your voting rights only once by using the QR Code.

For the initial instance only, you can exercise your voting rights by scanning the QR Code without entering your "log-inID" and "temporary password."

1. Scan the "QR Code."
2. Choose the method of exercising your voting rights.
3. Enter your vote for or against each proposal.

Follow the instructions on the screen to complete your exercise of voting rights.

(*QR Code is the registered trademark of DENSO WAVE INCORPORATED.)

By entering the log-in ID and temporary password

Website for exercise of voting rights: https://evote.tr.mufg.jp/

1. Access the website for exercise of voting rights.
2. Enter the "log-in ID" and "temporary password" provided on the right side of your Voting Rights Exercise Form.
3. Enter a new password both in the fields of "New password" and "New password (for confirmation)."

Then, follow the instructions on the screen and enter your vote for or against the proposals.

For Inquiries with Respect to the Exercise of Voting Rights via the Internet (Help Desk)

Stock Transfer Agency Department of Mitsubishi UFJ Trust and Banking Corporation Telephone: [phone](toll-free)

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

- 4 -

Reference Documents for the General Meeting of Shareholders

Proposal 1: Dividends from Surplus

The Company considers an adequate return of profits to shareholders to be one of its most important management priorities.

The Company intends to distribute an appropriate share of profits in accordance with its business performance, and will endeavor to maintain a stable dividend payout while taking into consideration its financial position, future business developments and retained earnings.

The distribution of year-end dividends for the fiscal year under review is proposed as follows. As a result, including the interim dividends (¥12.00 per share) already paid, the annual dividends will be ¥32 per share.

1. Type of dividend property Cash
2. Matters concerning the allotment of dividend property to shareholders and the total amount thereof
   20 yen per share of the Company's common shares Total amount: ¥2,012,414,160
3. Effective date of distribution of surplus June 30, 2021

- 5 -