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 24, 2024
Nippon Signal Co., Ltd.
5-1, Marunouchi, 1-Chome,
Chiyoda-ku, Tokyo
President & CEO & COO
Hidehiko Tsukamoto

Notice of Convocation of the Ordinary General Meeting of
Shareholders for the 141st Business Term

Notice is hereby given that the Ordinary General Meeting of Shareholders for the 141st
Business Term of Nippon Signal Co., Ltd. (hereinafter referred to as the ‘Company’) will
be held on the coming June 21.
Your attendance at the meeting is cordially requested.
In convening this Meeting, the Company has taken measures for electronic provision of theinformation that constitutes the Reference Documents for the General Meeting of
Shareholders, etc. (matters subject to electronic provision) and posted the matters subject
to electronic provision on the Company’s website as the “Notice of Convocation of theOrdinary General Meeting of Shareholders for the 141st Business Term.” Please access theCompany’s website shown below to check this information.
The Company’s website: https://english.signal.co.jp/ir/
Matters subject to electronic provision are also posted on the “Net de Shoshu (online
convocation)” service website and the Tokyo Stock Exchange (TSE) website shown below,
in addition to the Company’s website.
“Net de Shoshu (online convocation)” service (https://s.srdb.jp/6741/) (Japanese only)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website above, enter the Company name or the Company’s securities
code “6741” and click “Search.” Select “Basic information” and then “Documents for public
inspection/PR information” in that order and refer to the relevant information.
Should you not attend the meeting, you can exercise your voting rights via the internet or inwriting. Please review the Reference Documents for the General Meeting of Shareholders
and exercise your voting rights no later than 5:05 p.m. on Thursday, June 20, 2024 (Japantime).

1

Guide to the Exercise of Voting Rights
Voting via the Internet:
Please access the voting website designated by the Company (https://soukai.mizuhotb.co.jp/), enter the exercise voting rights code and password indicated in the enclosed Cards
for Exercise of Voting Rights, and input your approval or disapproval concerning each
proposal following the on-screen guidance.
For exercise of voting rights via the internet, please refer to the “Voting via Internet” sectionin the Guide to the Exercise of Voting Rights on page 4 of this notice.
Voting by postal mail:As described in the “Voting by postal mail” section in the Guide to the Exercise of Voting
Rights on page 4 of this notice, please indicate your approval or disapproval concerning the
proposals shown on the Voting Form and send it back to us no later than the abovementioned
deadline for exercising voting rights.

2

1. Date and Time: Friday, June 21, 2024 at 10:00 a.m. (Japan time)(Reception will start at 9:00 a.m.)
2. Venue:Hall D7, Tokyo International Forum,
5-1 Marunouchi 3-chome, Chiyoda-ku, Tokyo* Please note that the meeting venue is different from that of last year’s
meeting.
3. Agenda for the Meeting:[Matters for Reporting]
1 Reports on the contents of the Business Report and Consolidated Financial
Statements for the 141st Business Term (from April 1, 2023 to March 31, 2024),
and reports on the Auditing Results of Accounting Auditor and Audit andSupervisory Committee regarding the Consolidated Financial Statements.
2 Reports on the content of the Financial Statements for the 141st Business Term(from April 1, 2023 to March 31, 2024).
[Matters for Resolution]
1- Partial Amendments to the Articles of Incorporation
2- Election of Seven Directors (Excluding Directors who are Audit and Supervisory
Committee Members)
3- Election of One Director who is an Audit and Supervisory Committee Member
4. Matters decided in convening the Meeting:(1) The following items are not recorded in the physical documents provided toshareholders who made requests for provision of physical documents in accordancewith the provisions of laws and regulations and Article 16 of the Articles of Incorporationof the Company. Items that are omitted from the physical documents will be posted on
the Company’s website.
• “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• Notes to Consolidated Financial Statements• Statements of Changes in Net Assets• Notes to Financial Statements(2) Should you vote both in writing on the Cards for Exercise of Voting Rights and via the
Company’s designated voting website on the Internet, only your vote placed via theInternet will be valid. In addition, should you submit your vote multiple times via theInternet, only the last vote will be valid.
(3) Should you indicate neither approval nor disapproval of the proposal in the Cards for
Exercise of Voting Rights, it shall be treated as an approval vote.

3

Guide to the Exercise of Voting Rights
Voting by postal mailPlease indicate your approval or disapproval concerning the proposals shown on the
Voting Form and send it back to us.
Deadline for exercising voting rights:
The Voting Form must be received by 5:05 p.m. on Thursday, June 20, 2024 (Japan time)
Voting via 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 Thursday, June 20, 2024 (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.
* QR Code is a registered trademark of DENSO WAVE INCORPORATED.
Deadline for exercising voting rights:
No later than 5:05 p.m. on Thursday, June 20, 2024 (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 subject to electronic provisions will be posted on eachwebsite where such information is posted.

4

No.1 – Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal of the amendments
The Company has introduced an executive officer system in order to enhance theagility of business execution and expedite decision-making. The Company alsotransitioned to a Company with an Audit and Supervisory Committee at the previous
ordinary General meeting of shareholders. The Company decided, in the course ofadvancing separation between management and business execution with an eye tothe functionality of the Board of Directors as a monitoring board, to decrease thenumber of directors in order to set the number at a suitable level for the Company’s
size of business.
Accordingly, the Company proposes these amendments to Article 18 of theCompany’s Articles of Incorporation.
2. Contents of the amendments
The contents of the amendments are as follows.
(Underlines indicate amended sections)
Current Articles of Incorporation
Chapter 1 General Provisions

Proposed amendments
Chapter 1 General Provisions

Articles 1. to 17. <Text omitted>

Articles 1. to 17. <Unchanged>

Chapter 4 Directors and Board of Directors

Chapter 4 Directors and Board of Directors(Number of directors)
Article 18. Number of the directors shall be
not more than fourteen (14).
2 Of the directors, number of thedirectors who are Audit andSupervisory Committee Members
shall be not more than five (5).

(Number of directors)
Article 18. Number of the directors shall be
not more than eleven (11).
2 Of the directors, number of thedirectors who are Audit andSupervisory Committee Members
shall be not more than four (4).

Articles 19. to 36. <Text omitted>

Articles 19. to 36. <Unchanged>5No.2 – Election of Seven Directors (Excluding Directors who are Audit and Supervisory
Committee Members)
The terms of all seven Directors (Excluding Directors who are Audit and Supervisory
Committee Members. The same shall apply hereinafter in this Proposal) will expire at
the end of this General Meeting of Shareholders. Accordingly, the Company requests
the election of seven 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.
The Audit and Supervisory Committee confirmed that the process of selection of
Directors who are not Audit and Supervisory Committee members was appropriately
conducted after reviewing the content of the deliberation by the Appointment andRemuneration Committee, and therefore there are no special matters to be stated at
the General Meeting of Shareholders according to the regulations of the Companies
Act.

No.

Name
Reappointment

1
Reappointment

2
Reappointment

3

Reappointment

4
New Appointment

5

Current status

Hidehiko
President and Chief
Tsukamoto Executive Officer andChief Operating Officer
Takeshi
Director and Executive
Fujiwara
Vice President

Primary responsibilities
Overall management

In charge of businessadministration
In charge of Monodukuri
Responsible for TQM Promoting
Dept.
Masayoshi Director
In charge of business
Sakai
Deputy Chief Executive management
Responsible for Kuki Plant
Officer
Responsible for transportation
infrastructure businessIn charge of technology researchand development
Responsible for Group IT Strategy
Dept.
Kazuhiro
Director
Chief General Manager, Osaka
HiranoManaging Executive
Branch Office
Responsible for western Japan
Officerarea
RyuichiManaging Executive
Deputy in charge of business
Goto
Officermanagement
Responsible for Utsunomiya Plant
Responsible for ICT solutions
business
Responsible for branch offices

6

Attendanceat theBoard ofDirectors’Meetings
13 / 13
meetings
13 / 13
meetings

13 / 13
meetings

13 / 13
meetingsー6Reappointment
OutsideIndependent

YurikoInoue

Outside Directorー

12 / 13
meetings

7

Reappointment
OutsideIndependent

Yoshiyuki
MurataOutside Directorー11 / 13
meetings* The Company has entered into a directors and officers liability insurance agreement as stipulated in Article
430-3, Paragraph 1 of the Companies Act with an insurance company. The insurance covers damages tobe borne by the insured parties that arise from the insured parties as individuals being subject to a claim
for damages such as derivative lawsuits and third-party lawsuits. The candidates will be included as
insured parties under the insurance agreement. The Company intends to renew the agreement with theabove contents at the time of renewal in July 2024.

7

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1982
May 2005

Number of theCompany’s
shares held

Joined the Company
General Manager of AFC
Systems Sales Dept. of
AFC Systems Division
June 2006
Executive Officer
June 2010
Director andManaging Executive
OfficerJune 2014
Deputy Chief
Executive Officer
Business
Administration
Reappointment
Headquarters
Hidehiko
April 2015
Representative Director
TsukamotoExecutive Vice President& Chief Operating(September
Officer
15, 1958)
June 2016
President (to present)
Age:65June 2020
Chief Executive Officer
1131,900
Years in office as
April 2021
Chief Operating Officer
Director: 12(to present)
years (at the end[Significant
concurrent
positions]of this Meeting)
None
Attendance at theBoard of Directors’ [Reason for nomination as a candidate formeetings:
Director]
13 / 13 (100%)
Hidehiko Tsukamoto, as the Company’s
Representative Director, possesses a wealthof experience and achievements in leading thebusiness 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 asa candidate to continue as a Director.
There are no special interests between the Company and Hidehiko Tsukamoto.

8

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1983
July 2009

2

Joined the Company
General Manager ofPrivate Railways Sales
Dept. of Railway
Signal Systems
Division
June 2010
Executive Officer
April 2013
Managing
Executive Officer
June 2013
Director
April 2016
Chief General
Manager of Sales
and Marketing Head
OfficeReappointment
April 2019
Responsible for
TakeshiDomestic Business andFujiwara
Branch Offices
April 2020
Deputy Chief Executive(November
Officer
7, 1959)
Responsible for Domestic
Age: 64
and Overseas Businesses
Years in office as
and Branch Offices
Director: 11
June
2020
Responsible for Smart
years (at the end
Mobility Sectionof this Meeting)
April 2022
In charge of business
Attendance at the
management
Board of Directors’
Responsible for Transportmeetings:
Systems, Smart Mobility
13 / 13 (100%)
Systems Promotion
Division, and Branch
Offices
April 2024
Director andExecutive Vice
President (to present)
In charge of businessadministration, In
charge ofMonodukuri, andResponsible for TQM
Promoting Dept. (topresent)[Significant concurrent positions]
None

Number of theCompany’s
shares held

954,200No.

Name(Date of birth)

Biography, status, and responsibilities

Number of theCompany’s
shares held

[Reason for nomination as a candidate for
Director]Takeshi Fujiwara has achievements inleading our domestic business, having held
positions including the manager of theBusiness Head Office handling railway
signals and Automatic Fare Collection
systems, and deep insight based on his
broad experience including Monodukuri(manufacturing). We have determined that heis qualified to lead the Company in expanding
its business areas and enhancing its
competitiveness in the future. Therefore, wehave nominated him as a candidate tocontinue as a Director.
There are no special interests between the Company and Takeshi Fujiwara.

10

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1985
June 2014
April 2016

April 2020

Reappointment

Masayoshi
Sakai(September 20,
1960)
Age: 633

Years in office as
Director: 3 years(at the end of thisMeeting)

April 2021

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

June 2021
April 2023

April 2024

Joined the Company
Chief General Manager ofKuki Plant, Monodukuri
Division
Executive Officer, Chief
General Manager ofResearch & Development
Center, TechnicalDevelopment Head Officeand Chief General
Manager of Visionary
Business Center
Senior Executive Officer, In
charge of research anddevelopment, Chief
General Manager ofResearch & Development
Section, Chief General
Manager of ANSHIN
Center, General Manager
of Safety Technology
Research Dept., andGeneral Manager ofAdvanced Railway System
Development Section
Managing Executive
Officer
Responsible for Kuki Plant(to present), In charge oftechnology, research anddevelopment (to present),
Chief General Manager ofResearch & Development
Section, General Manager
of Patent Management
Dept., General Manager ofAdvanced Railway System
Development Section,
Responsible for TQM
Promoting Dept.
Director (to present)
Responsible for Railway
Signal Systems Division
Responsible for Smart
Mobility Systems Division
Deputy Chief Executive
Officer (to present)
In charge of business
management, Responsible
for transportation
infrastructure business,
11

Number of theCompany’s
shares held

26,500No.

Name(Date of birth)

Biography, status, and responsibilities

Number of theCompany’s
shares held

and Responsible for GroupIT Strategy Dept.
[Significant concurrent positions]
None[Reason for nomination as a candidate for
Director]
Having held positions including the managerof the research and development divisions,
Masayoshi Sakai possesses experience andachievements in promoting advanced
technological strategies that make use of ICT.
We have determined that he is qualified tolead business expansion utilizing IoT and AI.
Therefore, we have nominated him as a
candidate to continue as a Director.
There are no special interests between the Company and Masayoshi Sakai.

12

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1983
May 2011

4

Number of theCompany’s
shares held

Joined the Company
Chief General Manager ofTransport Information
Systems Division
June 2014
Executive Officer Chief
General Manager ofRailway Signal Division ofBusiness Division
April 2019
Senior Executive Officer
Chief General Manager ofRailway Signal Division
April 2020
Chief General Manager ofTransport Systems
Division
April 2021
Managing Executive
Reappointment
Officer (to present)
Kazuhiro
Responsible for Transport
HiranoSystems, Chief General(August 6,
Manager of Transport
1960)
Systems Division, andAge: 63
Responsible for Smart
28,200Years in office as
Mobility Systems
Director:
Promotion Division
2 years (at theend of thisApril 2022
Chief General Manager,
Meeting)
Osaka Branch Office (toAttendance at thepresent)
Board of Directors’
Responsible for westernmeetings:
13 / 13 (100%)
Japan area (to present)
June 2022
Director (to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for
Director]
Kazuhiro Hirano has achievements of leading
our domestic business, having held positions
including the manager of the Business Head
Office handling railway signals and transport
signals, and deep insight based on his broad
experience. We have determined that he isqualified to lead the Company in expanding its
business areas and enhancing its
competitiveness in the future. Therefore, wehave nominated him as a candidate tocontinue as a Director.
There are no special interests between the Company and Kazuhiro Hirano.
13

No.

Name
(Date of birth)

Biography, status, and responsibilities
June 1992
May 2011

June 2014
April 2019
April 2020

April 2023

New Appointment

5

Ryuichi Goto

Joined the Company
General Manager of JR
Sales Dept. of Railway
Signal Systems Division
General Manager of
Chubu Branch Office
Officer
Executive Officer, andChief General Manager of
AFC Systems Division
Managing Executive
Officer (to present)
Responsible for
Utsunomiya Plant (topresent)
Responsible for AFC
Systems Division andRobotics & Sensing
Division

Number of theCompany’s
shares held

19,300
Deputy in charge of(April 19, 1964)
business management (toAge: 60
present)
Responsible for ICT
solutions business andResponsible for branch
offices (to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for
Director]
Ryuichi Goto has achievements of leading ourdomestic business, having held positions
including the manager of the Business Head
Office handling railway signals and Automatic
Fare Collection systems, and deep insightbased on his broad experience. We havedetermined that he is qualified to lead theCompany in expanding its business areas andenhancing its competitiveness in the future.
Therefore, we have nominated him as a new
candidate as a Director.
There are no special interests between the Company and Ryuichi Goto.
April 2024

14

No.

Name
(Date of birth)

Biography, status, and responsibilities
November 1993

6

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 ofInternational Corporate
Strategy, Hitotsubashi
University
April 2018
Professor of Business
Law Department,
Graduate School of Law,
Hitotsubashi University
Reappointment
June 2018
Outside Director of theOutsideCompany (to present)
Independent
Outside Director of DaiYuriko Inoueichi Life Holdings, Inc. (to(May 29, 1963)
present)
Age: 61
April 2020
Professor of Business
Years in office as
Law Department,
Outside Director:
6 years (at theGraduate School of Law,
end of thisHitotsubashi University (toMeeting)present)
Attendance at theBoard of Directors’ [Significant concurrent positions]
meetings:
Professor of Business Law Department,
12 / 13 (92%)
Graduate School of Law, Hitotsubashi
University
Outside Director of Dai-ichi Life Holdings, Inc.
[Reason for nomination as a candidate for
Outside Director and an outline of expectedroles]
Yuriko Inoue is a professional in intellectual
property rights 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, and exercise
effective management supervisory function bymaking use of her capabilities in her
specialized field. Therefore, we havenominated her as a candidate to continue as
an Outside Director.
Yuriko Inoue will have served as an Outside
Director for six years at the end of this General
15

Number of theCompany’s
shares held

3,300

No.

Name
(Date of birth)

Biography, status, and responsibilities

Number of theCompany’s
shares held

Meeting of Shareholders.
Dai-ichi Life Insurance Company Limited, asubsidiary of Dai-ichi Life Holdings, Inc. where
Yuriko Inoue serves as an Outside Director, isa major shareholder and business partner of
the Company. However, its voting rights ratio
is less than 2% and the transaction amount isimmaterial (less than 0.1% of the consolidated
net sales of the said company and of theCompany), and we therefore 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.

16

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 2009

April 2011
April 2013

June 2013
April 2015

Reappointment
OutsideIndependent

Yoshiyuki
Murata(July 19, 1954)
Age:697

June 2020

June 2021

Years in office as
Outside Director:
3 years (at theend of thisMeeting)
Attendance at theBoard of Directors’
meetings:
11 / 13 (85%)

April 2022
June 2022

President andRepresentative Directorof TAISEI HOUSINGCORPORATION
Executive Officer of
TAISEI CORPORATIONManaging
Executive Officer of
TAISEICORPORATION
Member of the Board of
TAISEI CORPORATION
President and Chief
Executive Officer,
Representative Directorof TAISEICORPORATION
Vice Chairman,
Representative Directorof TAISEICORPORATION
Outside Director of theCompany (to present)
Director and Executive
Vice President of DAIWA
HOUSE INDUSTRY CO.,LTD.
Outside Director of Fujita
Corporation (to present)

Representative Directorand Executive Vice
President of DAIWA
HOUSE INDUSTRY CO.,LTD. (to present)[Significant concurrent positions]Representative Director and Executive Vice
President of DAIWA HOUSE INDUSTRY
CO., LTD.
Outside Director of Fujita Corporation[Reason for nomination as a candidate for
Outside Director and an outline of expectedroles]
Yoshiyuki Murata possesses a wealth ofexperience, achievements and knowledge asa manager, and we expect him to use thesecapabilities for the benefit of the Company’s
management and exercise effective
17

Number of theCompany’s
shares held

2,600

No.

Name
(Date of birth)

Biography, status, and responsibilities

Number of theCompany’s
shares held

management supervisory function. Therefore,
we have nominated him as a candidate tocontinue as an Outside Director.
Yoshiyuki Murata will have served as an
Outside Director for three years at the end of
this General Meeting of Shareholders.
A subsidiary of DAIWA HOUSE INDUSTRY
CO., LTD., where Yoshiyuki Murata serves as
Director and Executive Vice President, is abusiness partner of the Company. However,
the transaction amount is immaterial (less than
0.1% of the consolidated net sales of the said
company and of the Company), and wetherefore believe that it does not affect his
independence as an Outside Director.
1. There are no special interests between the Company and Yoshiyuki Murata.
2. Yoshiyuki Murata is an Outside Director candidate.
3. Yoshiyuki Murata meets the conditions of an Independent Officer as defined by
Tokyo Stock Exchange, Inc.
4. TAISEI CORPORATION, where Yoshiyuki Murata served as Representative
Director until June 2021, has received a cease and desist order from the Japan
Fair Trade Commission in December 2020 on the grounds of violating the
Antimonopoly Act in relation to construction work on the Chuo Shinkansen.
However, the said company has filed an action for the revocation of the order, andthe case is now pending.
5. If Yoshiyuki Murata is elected as an Outside Director, the Company plans to enter
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.

18

No.3 – Election of One Director who is an Audit and Supervisory Committee Member
Audit and Supervisory Committee Member Masayuki Tamagawa will resign at the endof this General Meeting of shareholders.
Accordingly, as his substitute, the Company requests the election of one Director
who is an Audit and Supervisory Committee Member.
The term of office of a substitute for a Director who is an Audit and Supervisory
Committee Member elected to fill a vacancy shall expire at the time the term of officeof the retiring member expires according to the regulations of the Articles ofIncorporation of the Company.
This proposal has been approved by the Audit and Supervisory Committee.
The candidate for the Director who is an Audit and Supervisory Committee Member
is as follows.

19

Name
(Date of birth)

Biography, status, and responsibilities
April 1985

New appointment
OutsideIndependentToshihiko
Aizawa(November
29, 1961)
Age: 62

Joined COSMO OIL CO.,LTD.
July 1995
Joined Andersen Consulting(currently Accenture Japan
Ltd.)
September 1999 Joined Booz Allen Hamilton,
Inc
August 2000
Joined Accenture Japan Ltd.
September 2002 Executive Partner ofAccenture Japan Ltd.
May 2006
Director of The Daiei, Inc.
February 2007
Representative Director andChief Executive Officer of
am/pm Japan Co., Ltd.
August 2009
Representative Director of
TSUNAGU･ Partners Co.,
Ltd. (to present)
April 2010
Professor of Graduate
School of Management,
GLOBIS University (topresent)
June 2012
Director of SPARX Group
Co., Ltd.
December 2020 Representative Director of
Quantum Leaps Food
Innovation Co., Ltd. (topresent)[Significant concurrent positions]Representative Director of TSUNAGU･Partners
Co., Ltd.
Professor of Graduate School of Management,
GLOBIS University
Representative Director of Quantum Leaps Food
Innovation Co., Ltd.
[Reason for nomination as a candidate for
Outside Director who is Audit and Supervisory
Committee Member and an outline of expectedroles]
Toshihiko Aizawa possesses a wealth ofexperience, achievements and knowledge as amanager, a management consultant, and aprofessor of a graduate school of management.
We expect him to use such knowledge to offer
advice on the management strategy
development, corporate restructuring, digitaltransformation, new business development, etc.
and exercise effective management supervisory
function. Therefore, we have nominated him as a20

Number of theCompany’s
shares held

0

Name
(Date of birth)

Biography, status, and responsibilities

Number of theCompany’s
shares held

candidate as an Outside Director who is an Audit
and Supervisory Committee Member.
1. There are no special interests between the Company and Toshihiko Aizawa.
2. Toshihiko Aizawa is an Outside Director candidate.
3. Toshihiko Aizawa meets the conditions of an Independent Officer as defined by
Tokyo Stock Exchange, Inc.
4. If Toshihiko Aizawa is elected as an Outside Director, the Company plans to enter
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.

21

(Reference)
Competence (knowledge, experience, and capabilities) required of candidates for
Directors (including Directors who are Audit and Supervisory Committee Members)
The Group aims to continue being a provider that supports evolution of infrastructure with safe
and trustworthy solutions. In order to lead sustainable business growth, the Company selects
as candidates for Director those who possess strong acumen and experience as a corporate
manager, deep insight into technological development surrounding the Company, capabilities
to drive the expansion of business domains conducted on a global scale, and expert knowledge
that contributes to corporate governance.
[Candidates for Director selected from within the Company]
The Company selects those who possess strong acumen for overall management, withknowledge regarding the business environment surrounding the Company and its industries,
understanding of the Company’s strengths and issues through manufacturing, technologicalresearch and development, marketing, and sales activities, and experience in managementadministration such as accounting, legal affairs, and risk management.
[Candidates for Outside Director]
The Company selects those who can provide advice on management strategies and perform
an effective supervisory function on management by drawing on advanced and specialized
knowledge and experience in fields other than the Group’s business domains, while
appropriately ensuring well-rounded diversity. Furthermore, in order to sufficiently incorporate
opinions from an objective and independent position into management of the Company, theCompany selects those who meet the requirements for Independent Officers as stipulated by
the Tokyo Stock Exchange, Inc. as candidates for Outside Director. In addition, the Company
selects candidates for Director so that at least one-third of the candidates are candidates for
Outside Director, and at least one of the candidates for Outside Director must possess
experience in management in other companies.

22

Skills Matrix of the Board of Directors of the Company is as follows.
◆Knowledge, experience, and capabilities of Directors (If the proposals are approved asoriginally proposed)
Name

Proposed title

Corporate
management

Hidehiko
Tsukamoto

Representative
Director●TakeshiFujiwara

Director

Masayoshi
Sakai

Director

Kazuhiro
HiranoDirector

Ryuichi
Goto

Director

YurikoInoue

Director
Independent
Outside

Yoshiyuki
MurataDirector
Independent
Outside●

Yoshitaka
Tokubuchi

Audit andSupervisory
Committee
Member●TakashiTokunaga

Audit andSupervisory
Committee
MemberIndependent
OutsideMasakoSuzukiToshihiko
Aizawa●Finance/Accounting

Riskmanagement
Legal affairs

Globalexperience

Technology
R&D

Manufacturing

Sales
Marketing

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●
●
●

●

●

Audit andSupervisory
Committee
MemberIndependent
Outside●Audit andSupervisory
Committee
MemberIndependent
Outside

●

●

●

●
●

●

●

●

●

●

●

The above table shows the areas of expertise of Directors the Company particularly expects.

23●

(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
under unavoidable circumstances).
1. A person who is, or has been in the past 10 years, a business executor (*1) or
Non-executive Director 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 businessexecutor of 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 thanofficer 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 eight years or morein total24

(*1) A business executor refers to a person who executes the duties of a Director (excluding an
Outside Director), Executive Officer, or employee, etc.
(*2) A party for whom the Group is a major business partner refers to 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 such business
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 a loan to
the Group in the amount at 2% or more of the consolidated net assets of the Company at theend 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 to 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.

25