Note: This is an unofficial translation of the Japanese original version and is provided foryour reference and convenience only. Where there are any discrepancies between
the Japanese original and the translated document, the original Japanese
document shall prevail.
To Our Shareholders:
Stock Code: 6741
May 29, 2020
Nippon Signal Co., Ltd.
5-1, Marunouchi, 1-Chome,
Chiyoda-ku, Tokyo
President & CEO
Hidehiko Tsukamoto
Notice of Convocation of the Ordinary General Meeting of
Shareholders for the 137th Business Term
Notice is hereby given that the Ordinary General Meeting of Shareholders for the 137 th
Business Term of Nippon Signal Co., Ltd. (hereinafter referred to as the ‘Company’) will
be held as described below.
Your attendance at the meeting is cordially requested.

1. Date and Time: Tuesday, June 23, 2020 at 10:00 a.m. (Japantime) (Reception will start at 9:00 a.m.)
2. Venue:Hall of Otemachi Sankei Plaza 4th Floor, Tokyo Sankei Building
7-2, Otemachi 1-chome, Chiyoda-ku, Tokyo

3. Agenda for the Meeting：[Matters for Reporting]
1 - Reports on the contents of the Business Report and Consolidated Financial
Statements for the 137th Business Term (from April 1, 2019 to March 31, 2020),
and reports on the Auditing Results of Accounting Auditor and Audit & Supervisory
Board regarding the Consolidated Financial Statements.
2 - Reports on the content of the Financial Statements for the 137th Business Term(from April 1, 2019 to March 31, 2020).
[Matters for Resolution]- Election of nine Directors
Recently, the government and prefectural governors have strongly requested
residents to refrain from leaving their homes in order to prevent the spread of thenovel coronavirus infection. After carefully considering this request, we have decided
to implement appropriate precautionary measures in holding this General Meeting of
Shareholders.
In light of this call on residents to stay at home, shareholders are requested toexercise the voting rights in advance by postal mail or via the Internet as much as
possible from the standpoint of preventing the spread of the infection. Shareholders
1are also urged to refrain from attending the Meeting in person regardless of yourhealth condition.
We will discontinue providing souvenirs to shareholders attending the Meeting, andwould appreciate your understanding.

2

Guide to the Exercise of Voting Rights
Voting by postal mail:Please indicate your approval or disapproval concerning the proposals shown on the
Voting Form and send it back to us.
Deadline for exercising voting rights:
Voting Form must be received by 5:05 p.m. on Monday, June 22, 2020 (Japan time)
Internet
Please input your approval or disapproval concerning each proposal via the voting
website designated by the Company (https://soukai.mizuho-tb.co.jp/).
Deadline for exercising voting rights:
No later than 5:05 p.m. on Monday, June 22, 2020 (Japan time)
Voting by “Smart Exercise”
Please input your approval or disapproval by the deadline for exercising voting rights
after scanning the QR code for “Smart Exercise” on the lower right of the enclosed
Voting Form using a smartphone or tablet device.
Deadline for exercising voting rights:
No later than 5:05 p.m. on Monday, June 22, 2020 (Japan time)● When you exercise the voting rights through a proxy, such proxy must be only one
shareholder who is entitled to attend the general meeting of shareholders. In this case,please submit a written power of attorney and the enclosed Cards for Exercise of
Voting Rights to the receptionist of the Meeting.
● Any changes in the matters described in Reference Documents for General Meetingof Shareholders, Business Report, Consolidated Financial Statements and Financial
Statements will be posted on our website (https://www.signal.co.jp/ir/).
● In accordance with the provisions of laws and regulations and Article 16 of the Articles
of Incorporation, the following items are posted on our website(https://www.signal.co.jp/ir/library/meeting.html) and thus they are not included in thisNotice of Convocation.
• “Basic Policy on Parties Who Control Decisions on the Company’s Financial andBusiness Policies” in the Business Report.
• “Consolidated Statements of Changes in Net Assets” and “Note to Consolidated
Financial Statements” in Consolidated Financial Statements• “Statements of Changes in Net Assets” and “Notes to Financial Statements” inFinancial Statements
The above documents disclosed on our website have been audited as part of theBusiness Report audited by the Audit & Supervisory Board Members, and theConsolidated Financial Statements and the Financial Statements audited by the
Audit & Supervisory Board Members and the Accounting Auditor.

3

Election of nine Directors
The terms of all nine Directors will expire at the end of this General Meeting of
Shareholders. Accordingly, the Company requests the election of nine Directors.
The candidates for the Directors are as follows.
In addition, in selecting candidates for the Directors, the Company receives a
recommendation by the “Appointment and Remuneration Committee,” a majority ofthe members of which are Independent Outside Directors, in order to enhance theobjectivity and transparency in the decision-making process.

No.

Name

Current status

Responsibilities

Attendanceat the Boardof Directors’Meetings

1

Reappointment

Yohei
Furuhata

Representative Director
Chairman and Chief
Executive Officer (CEO)Overallmanagement

13 / 13
meetings

2

Reappointment

Hidehiko
Tsukamoto

Representative Director
President and Chief
Operating Officer (COO)

Overallmanagement

13 / 13
meetings

Director and Executive
Vice President
Executive Vice
President and Executive
Officer

Assistant to
President
Control ofplants13 / 13
meetings

Director
Deputy Chief
Executive Officer

3

Reappointment

Yoshitaka
Tokubuchi

4

Reappointment

TakeshiFujiwara

5

Reappointment

Hideo
OshimaDirector
Managing Executive
Officer

6

New Appointment

Masahiro
Kubo

Managing Executive
Officer

7

Reappointment
OutsideIndependent

Yoshiteru
Yoneyama

8

Reappointment
OutsideIndependent

9

Reappointment
OutsideIndependent

Domestic andoverseasbusinesses
Branch offices
Kuki Plant
Total Quality
Management
Promoting
Department

13 / 13
meetings
13 / 13
Meetings

In charge ofbusiness
administration-

Outside Director–

12 / 13
meetings

YasukoMatsumotoOutside Director–

13 / 13
meetings

Yuriko Inoue

Outside Director–

13 / 13
meetings* The Company’s “Criteria for the Independence of Outside Officers” is described on pages 16 and 17.

4

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1974
April 1997

1

Joined the Company
General Manager ofAutomatic Fare Collection
Sales Dept. of Sales andMarketing Head Office
June 2000
Executive Officer
June 2004
Director
Managing Executive
OfficerJune 2006
Deputy Chief Executive
OfficerJune 2008
Representative Director
Reappointment
President & Chief
Operating Officer (COO)
Yohei Furuhata June 2012
Chief Executive Officer(May 28,1949)(CEO) (to present)
Age:71
June 2016
Chairman (to present)
May 2017
Outside Auditor ofYears in office as
Matsuya Co., Ltd. (toDirector: 16 years
present)(at the end of thisMeeting)[Significant concurrent positions]
Attendance at the Outside Auditor of Matsuya Co., Ltd.
Board of Directors’ [Reason for nomination as a candidate formeetings:
Director]
13 / 13 (100%)
Yohei Furuhata has been responsible formanagement as the Company’s
Representative Director since 2008, andpossesses a wealth of experience andachievements as a manager. We havedetermined that he is qualified to play animportant role in realizing the Company’sgroup management promotion and aiming at
the sustained enhancement of corporate
value, considering his deep insight gained
through his connection to other global
companies and organizations. Therefore, wehave nominated him as a candidate tocontinue as a Director.

Number of theCompany’s
shares held

99,100

There are no special interests between the Company and Yohei Furuhata.

5

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1982
May 2005

2

Joined the Company
General Manager ofAutomatic Fare Collection
Sales Dept. of Automatic
Fare Collection Systems
Division
June 2006
Executive Officer
June 2010
Director
Managing Executive
Officer
Reappointment
June 2014
Deputy Chief Executive
Officer
Hidehiko
April 2015
Representative Director
TsukamotoExecutive Vice President(September& Chief Operating Officer
15, 1958)(COO) (to present)
Age:61
June 2016
President (to present)[Significant concurrent positions]Years in office as
None
Director: 8 years[Reason for nomination as a candidate for(at the end of thisMeeting)
Director]
Attendance at the Hidehiko Tsukamoto, as the Company’s
Board of Directors’ Representative Director, possesses a wealthmeetings:
of experience and achievements in leading the
13 / 13 (100%)
business management of the Company. We
have determined that he is qualified to play animportant role as the Company pursues
business structural reforms to adapt to rapidchanges in the business environment such as
globalization and technical innovations since
he is also well-versed in technicaldevelopment and has contributed to creating
new businesses and expanding businessareas. Therefore, we have nominated him as a
candidate to continue as a Director.

Number of theCompany’s
shares held

70,800

There are no special interests between the Company and Hidehiko Tsukamoto.

6

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1982
July 2006

3

Joined the Company
General Manager of
Production Control Dept.
of Kuki Plant
Executive Officer
June 2008
General Manager ofCorporate Strategy Dept.
May 2011
Managing Executive
OfficerJune 2011
Director
June 2014
Deputy Chief Executive
Officer
April 2018
Chief General Manager ofBusiness Administration
Reappointment
Division
April 2019
Director and Executive
Yoshitaka
Vice President (toTokubuchi
present), Executive Vice
(NovemberPresident and Executive
21,1957)
Officer (to present)
Age:62
In Control of Plants andGroup Companies,
Years in office as
Director: 9 years
Responsible for IT(at the end of thisStrategy Department
Meeting)(assigned to Kuki Plant)
Attendance at theAssistant to President, In
April 2020
Board of Directors’
Control of Plants (tomeetings:
present) (assigned to Kuki
13 / 13 (100%)
Plant)[Significant concurrent positions]
None[Reason for nomination as a candidate for
Director]
Yoshitaka Tokubuchi possesses a wealth ofexperience and achievements from having
served as the manager of the Business
Administration Division and the Monodukuri
Division. He has been promoting groupmanagement as Executive Vice President
since April 2019. We have determined that heis qualified to lead the Company in further
enhancing corporate value of the Group withsuch broad knowledge and leadership.
Therefore, we have nominated him as a
candidate to continue as a Director.

Number of theCompany's
shares held

60,700

There are no special interests between the Company and Yoshitaka Tokubuchi.
7

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1983
July 2009

4

Joined the Company
General Manager ofPrivate Railways Sales
Dept. of Railway Signal
Systems Division
June 2010
Executive Officer
April 2013
Managing Executive
Officer
Reappointment
June 2013
Director (to present)
April 2016
Chief General
TakeshiManager of Sales
Fujiwaraand Marketing Head
(November 7,
Office1959)
April 2019
Responsible for Domestic
Age:60Business and Branch
Offices
Years in office as
Director: 7 years
April 2020
Deputy Chief Executive(at the end of this
Officer, Responsible for
Meeting)
Domestic and Overseas
Attendance at theBusinesses and Branch
Board of Directors’
Offices (to present)
meetings:
13 / 13 (100%)[Significant concurrent positions]
None[Reason for nomination as a candidate for
Director]
Takashi Fujiwara has achievements of leading
our domestic business, having served as the
manager of the Business Head Office handlingrailway signals and Automatic Fare Collection
systems, and deep insight based on his broad
experience. We have determined that he isqualified to lead the Company in expanding its
business areas including those overseas andenhancing its competitiveness in the future.
Therefore, we have nominated him as a
candidate to continue as a Director.

Number of theCompany's
shares held

39,700

There are no special interests between the Company and Takeshi Fujiwara.

8

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1979
September 2004

Joined the Company
General Manager of
MEMS Business
Development Dept. of
Visionary Business Center

July 2008

Chief General Manager of
Visionary BusinessCenterChief General Manager ofOverseas Division
Executive Officer
Managing Executive Officer(to present)
Director (to present)
Responsible for Corporate
Strategy Department andOverseas BusinessResponsible for Kuki
Plant and Total Quality
Management Promoting
Department (to present)

April 2009
Reappointment

Hideo Oshima(July 25, 1956)
Age: 63
5

Years in office as
Director: 4 years(at the end of thisMeeting)

Attendance at theBoard of Directors’
meetings:
April 13 / 13 (100%)

May 2011
April 2016
June 2016
April 2019

April 2020

Number of theCompany's
shares held

35,700[Significant concurrent positions]
None[Reason for nomination as a candidate for
Director]
Hideo Oshima possesses experienceand achievements, having served as the
manager of the new businesses and theOverseas Division and contributing to the
expansion of businesses. We havedetermined that his knowledge will bebeneficial to the Company in further
expanding the business areas and promoting
global management. Therefore, we havenominated him as a candidate to continue asa Director.
There are no special interests between the Company and Hideo Oshima.

9

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1983

Number of theCompany's
shares held

Joined the Company

July 2006

General Manager of
Accounting Dept.
July 2009
General Manager of
Tohoku Branch Office
June 2014
General Manager ofGeneral Affairs Dept.,
Business Administration
Division
April 2016
Executive Officer,
General Manager ofCorporate Strategy Dept.
April 2018
General Manager of Kuki
Plant, Monodukuri
Division
New Appointment
April 2019
Senior Executive Officer,
General Manager ofMasahiro Kubo
22,900
Corporate Strategy Dept.,(April 13,
Responsible for Finance
1960)
Dept.
Age: 60
6April 2020
Managing Executive
Officer (to present), In
Attendance at theCharge of Business
Board of Directors’
Administration, General
meetings:- / - (-%)
Manager of Corporate
Strategy Dept. (topresent)[Significant concurrent positions]
None[Reason for nomination as a candidate for
Director]
Masahiro Kubo possesses experience andachievements in strengthening themanagement foundation of the Group, having
served as the manager of a wide range ofdivisions such as the Business Administration
Division of the Company. We have determinedthat his knowledge will be beneficial to theCompany in pursuing sustained enhancementof corporate value. Therefore, we havenominated him as a new candidate for a
Director.
There are no special interests between the Company and Masahiro Kubo.

10

No.

Name
(Date of birth)

Biography, status, and responsibilities

Number of theCompany's
shares held

July 2002

Reappointment
OutsideIndependent

Yoshiteru
Yoneyama

Director of Fukoku MutualLife Insurance Company
July 2005
Managing Director of
Fukoku Mutual Life
Insurance Company
April 2009
Director and Managing
Executive Officer of
Fukoku Mutual Life
Insurance Company
July 2010
President and Chief
Executive Officer of
Fukoku Mutual Life
Insurance Company (topresent)
June 2014
Outside Director of theCompany (to present)[Significant concurrent positions]
President and Chief Executive Officer of
Fukoku Mutual Life Insurance Company[Reason for nomination as a candidate for
Outside Director]
Yoshiteru Yoneyama possesses a wealth of
7
3,100
experience, achievements and knowledge as
Years in office asa manager, and we expect him to use these
Director: 6 years
capabilities for the benefit of the Company’s(at the end of thisMeeting)management and exercise effective
Attendance at the management supervisory function. Therefore,
Board of Directors’ we have nominated him as a candidate tomeetings:
continue as an Outside Director.
12 / 13 (92%)
Yoshiteru Yoneyama has served as an
Outside Director for six years at the end of
this General Meeting of Shareholders.
Fukoku Mutual Life Insurance Company where
Yoshiteru Yoneyama serves as President andChief Executive Officer is a major shareholder
and business partner of the Company.
However, its shareholding ratio is less than
10% and the transaction amount is immaterial(less than 0.5% of the consolidated net salesof the said company and of the Company),
and we therefore believe that it does not affecthis independence as an Outside Director.
1. There are no special interests between the Company and Yoshiteru Yoneyama.
2. Yoshiteru Yoneyama is an Outside Director candidate.
3. Yoshiteru Yoneyama meets the conditions of an Independent Officer as defined(June 23,1950)
Age: 69

11

by Tokyo Stock Exchange, Inc.
4. If Yoshiteru Yoneyama is elected as an Outside Director, the Company plans toenter into a limited liability agreement with him, which limits his liability for damages
under Article 423, Paragraph 1 of the Companies Act. However, based on theagreement, the minimum liability amount will be the amount prescribed by laws
and regulations.

12

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1978

Number of theCompany's
shares held

Registered as Attorney
Joined Yamashita Oshima
Law Office
April 2000
Part-time Lecturer of
Seikei University
February 2001
Member of Independent
Administrative Institution
Evaluation Committee, theReappointment
Ministry of Economy,
OutsideTrade and Industry
Independent
April 2007
Part-time Lecturer ofTokyo University of the
YasukoArts (to present)
Matsumoto
June 2015
Outside Director of the(September 2,
Company (to present)
1953)[Significant concurrent positions]
Age:
66
8
2,500
Part-time Lecturer of Tokyo University of theArts
Years in office as[Reason for nomination as a candidate for
Director: 5 years(at the end of this Outside Director]
Meeting)
Yasuko Matsumoto possesses advanced
Attendance at the knowledge and experience as a legal expert,
Board of Directors’ and has provided advice and proposals on
meetings:
legitimacy and adequacy from a professional
13 / 13 (100%)
viewpoint. We expect that she will exercise
effective supervisory function on the
Company’s management and strengthen
auditing and supervisory functions. Therefore,
we have nominated her as a candidate tocontinue as an Outside Director.
Yasuko Matsumoto has served as an Outside
Director for five years at the end of this
General Meeting of Shareholders.
1. There are no special interests between the Company and Yasuko Matsumoto.
2. Yasuko Matsumoto is an Outside Director candidate.
3. Yasuko Matsumoto meets the conditions of an Independent Officer as defined by
Tokyo Stock Exchange, Inc.
4. If Yasuko Matsumoto is elected as an Outside Director, the Company plans to enter
into a limited liability agreement with her, which limits her liability for damages
under Article 423, Paragraph 1 of the Companies Act. However, based on theagreement, the minimum liability amount will be the amount prescribed by laws
and regulations.

13

No.

Name
(Date of birth)

Biography, status, and responsibilities
November 1993

9

Full-time Lecturer ofGraduate Schools for Law
and Politics, The
University of Tokyo
April 2004
Professor of Graduate
School of Law, Kobe
University
October 2010
Professor of The Graduate
School of International
Corporate Strategy,
Hitotsubashi University
April 2018
Professor of Business Law
Department, Graduate
School of Law,
Hitotsubashi University
June 2018
Outside Director of theReappointment
Company (to present)
OutsideOutside Director of
IndependentDai-ichi Life Holdings, Inc.
(to present)
Yuriko Inoue
April 2020
Professor of Business Law(May 29, 1963)
Department, Graduate
School of Law,
Age: 57
Hitotsubashi University
Years in office as(Chair of Department) (toDirector: 2 years
present)(at the end of this[Significant
concurrent
positions]Meeting)
Professor of Business Law Department,
Attendance at theGraduate School of Law, Hitotsubashi
Board of Directors’
University (Chair of Department)
meetings:
13 / 13 (100%)
Outside Director of Dai-ichi Life Holdings, Inc.
[Reason for nomination as a candidate for
Outside Director]
Yuriko Inoue is a professional in intellectual
property right and possesses sophisticatedand specialized knowledge and experience.
We expect that she will offer advice on the
Company’s management and strategies
including advice mainly on corporate law,data governance and brand strategy, andexercise effective management supervisory
function by making use of her capabilities inher specialized field. Therefore, we havenominated her as a candidate to continue as
an Outside Director. Yuriko Inoue has served
as an Outside Director for two years at the

Number of theCompany's
shares held

14

800

No.

Name
(Date of birth)

Biography, status, and responsibilities

Number of theCompany's
shares heldend of this General Meeting of Shareholders.
A subsidiary of Dai-ichi Life Holdings, Inc.,the Dai-ichi Life Insurance Company, Limited
where Yuriko Inoue serves as an Outside
Director is a major shareholder and business
partner of the Company. However, its
shareholding ratio is less than 10% and thetransaction amount is immaterial (less than
0.5% of the consolidated net sales of the said
company and of the Company), and wetherefore believe that it does not affect her
independence as an Outside Director.
1. There are no special interests between the Company and Yuriko Inoue.
2. Yuriko Inoue is an Outside Director candidate.
3. Yuriko Inoue meets the conditions of an Independent Officer as defined by Tokyo
Stock Exchange, Inc.
4. If Yuriko Inoue is elected as an Outside Director, the Company plans to enter intoa limited liability agreement with her, which limits her liability for damages under
Article 423, Paragraph 1 of the Companies Act. However, based on the agreement,
the minimum liability amount will be the amount prescribed by laws and regulations.

15

(Reference) Criteria for the Independence of Outside Officers
The Company prescribes the following criteria for the independence of Outside Officers
to objectively determine the independence of Outside Officers. If an Outside Officer falls
under any of the following items, the Company determines that the Outside Officer is not
sufficiently independent from the Company.
An Outside Officer designated as an Independent Officer as stipulated under the Tokyo
Stock Exchange, Inc. shall endeavor to maintain independence as prescribed in thisCriteria until resignation. If the Outside Officer loses his/her independence, the Outside
Officer shall notify the Company in advance (or as soon as possible after an event underunavoidable circumstances).
1. A person who is, or has been in the past 10 years, a business executor (*1) or
Non-executive Director (if the person is an Outside Audit & Supervisory Board
Member) at the Group (i.e. the Company or its subsidiaries).
2. Any person (party) who falls under any of the following items (1) to (8) in thepast three years.
(1) A party for whom the Group is a major business partner (*2) or a business executorof such party(2) A major business partner of the Group (*3) or a business executor of such partner(3) A consultant, accounting professional, or legal professional who has received asignificant amount of money (*4) or other property from the Group other than officer
remunerations (if a party who receives such property is a corporation, association,or any other entity, a party who belongs to the relevant entity)(4) A current major shareholder of the Group (*5) or a business executor of suchshareholder(5) A business executor of a corporation that is a current major shareholder of theGroup (*5)(6) A person who belongs to the appointed audit firm for the statutory audit of theGroup(7) A business executor of an entity whose Outside Officer is also a businessexecutor of the Group(8) A person, an officer or other business executor of a corporation, association, or
any other entity who receives a large amount of donation or grant (*6) from theGroup
3. If a person who falls under 1. and 2. above is a key person (*7), close relatives(spouse, first or second degree relatives) of such person
4. A person who has assumed the office of Outside Officer for more than eight
years in total

16

(*1) A business executor refers to a person who executes the duties of a Director (excluding an
Outside Director), Executive Officer, or employees, etc.
(*2) A party for whom the Group is a major business partner refers a party who has business
transactions with the Group, with total amount of sales in any of the fiscal year within the last
three fiscal years exceeding 2% of the consolidated net sales of such business partner. Suchbusiness partner shall include its parent company and important subsidiaries if suchbusiness partner is a corporation.
(*3) A major business partner of the Group refers to a party with whom the Group has business
transactions, with total amount of sales in any of the fiscal year within the last three fiscal
years exceeding 2% of the consolidated net sales of the Group, or a party who has made aloan to the Group in the amount at 2% or more of the consolidated net assets of the Company
at the end of the most recent fiscal year.
(*4) A significant amount of money refers to the yearly average money exceeding 10 million yen
over the three most recent fiscal years.
(*5) A major shareholder refers a shareholder who holds, directly or indirectly, 10% or more of thetotal voting rights. Such major shareholder shall include its parent company or important
subsidiaries if such major shareholder is a corporation.
(*6) A large amount of donation or grant refers to a yearly average amount exceeding 10 million
yen over the three most recent fiscal years.
(*7) A key person refers to a Director, Corporate Officer, Executive Officer, business executor
who serves as a General Manager or in a higher rank, or business executor who has
authority equivalent to that of a General Manager or higher position.

17