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 31, 2018
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 135th Business Term
Notice is hereby given that the Ordinary General Meeting of Shareholders for the 135th
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: Friday, June 22, 2018 at 10:00 a.m. (Japan time)(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 135th Business Term (from April 1, 2017 to March 31, 2018),
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 135th Business Term(from April 1, 2017 to March 31, 2018).
[Matters for Resolution]
1 - Election of nine Directors
2 - Election of one Alternate Audit & Supervisory Board Member
Upon attending the Meeting, please present the enclosed Voting Form to thereceptionist of the Meeting.

1

Guide to the Exercise of Voting Rights
If you attend the Meeting
Please present the Voting Form to the receptionist of the Meeting.
Date and time: Friday, June 22, 2018 at 10:00 a.m. (Japan time)(Reception will start at 9:00 a.m.)
If you are unable to attend the Meeting
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 Thursday, June 21, 2018 (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 Thursday, June 21, 2018 (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 thiscase, please submit a written power of attorney and the enclosed Cards for Exerciseof 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 (http://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(http://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
Consolidated Financial Statements and Financial Statements audited by Audit &Supervisory Board Members and the Accounting Auditor consist of the
documents included in this Notice of Convocation, and the “Consolidated
Statements of Changes in Net Assets,” “Notes to Consolidated Financial
Statements,” “Statements of Changes in Net Assets” and “Notes to Financial
Statements” posted on our website.

2

No.1 - Election of nine Directors
The terms of all eight Directors will expire at the end of this General Meeting of
Shareholders. Accordingly, the Company requests the election of nine Directors byincreasing one Independent Outside Director, with an aim to further enhance its
management transparency and corporate value.
The candidates for the Directors are as follows.
In addition, in selecting candidates for the Directors, the Company obtains 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.

Current status

Responsibilities

Attendanceat the Boardof Directors’
meetings

Reappointment

Yohei
Furuhata

Representative Director
Chairman and Chief
Executive Officer (CEO)Overallmanagement

13 / 13
meetings

Reappointment

Hidehiko
Tsukamoto

Representative Director
President and Chief
Operating Officer (COO)

Overallmanagement

13 / 13
meetings

Reappointment

Yoshitaka
Tokubuchi

Director
Deputy Chief Executive
OfficerBusiness
administration

13 / 13
meetings

4

Reappointment

TakeshiFujiwara

Domestic sales

13 / 13
meetings

5

Reappointment

Hideo
OshimaOverseas sales

13 / 13
meetings

6

New appointment

MakotoTanno

Technology
anddevelopment

─7

Reappointment
OutsideIndependent

8

Reappointment
OutsideIndependent

9

New appointment
OutsideIndependent

No.

1

2

3

Name

Yoshiteru
Yoneyama
YasukoMatsumotoDirector
Managing Executive
Officer
Director
Managing Executive
OfficerManaging Executive
Officer
Outside Director─Outside Director──

Yuriko Inoue─

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

3

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1974
April 1997

Number of theCompany's
shares held

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:69June 2016
Chairman (to present)
May 2017
Outside Auditor ofYearsinofficeas
Matsuya Co., Ltd. (to190,400
Director: 14 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 his deep insight gained
through his connection to other global
companies and organizations makes him
qualified to lead the Company in promoting
group management and aiming for sustained
improvement of corporate value. Therefore,
we have nominated him as a candidate tocontinue as a Director.
There are no special interests between the Company and Yohei Furuhata.

4

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1982
May 2005

Number of theCompany's
shares held

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
OfficerJune 2014
Deputy Chief Executive
Reappointment
Officer
April 2015
Representative Director
Hidehiko
Executive Vice President
Tsukamoto& Chief Operating Officer(September(COO) (to present)
15, 1958)
June 2016
President (to present)
Age:59[Significant concurrent positions]2
62,100None
Years in office as
Director: 6 years[Reason for nomination as a candidate for(at the end of thisDirector]
Meeting)
Hidehiko Tsukamoto has been responsible for
Attendance at the management as the Company’s
Board of Directors’
Representative Director since 2015, and ismeetings:
13 / 13 (100%)
demonstrating leadership based on his wealthof experience and achievements as amanager. He is also well-versed in technicaldevelopment, and we have determined that
his track record of creating new businesses
and contributing to the expansion of businessdomains in line with globalization makes him
qualified to lead the Company in responding
appropriately to changes in the environment
surrounding the Company. Therefore, wehave nominated him as a candidate tocontinue as a Director.
There are no special interests between the Company and Hidehiko Tsukamoto.

5

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1982
July 2006

Number of theCompany's
shares held

Joined the Company
General Manager of
Production Control Dept.
of Kuki Plant
June 2008
Executive Officer
General Manager ofCorporate Strategy Dept.
May 2011
Managing Executive
Officer
Reappointment
June 2011
Director (to present)
June 2014
Deputy Chief Executive
Yoshitaka
Officer
Tokubuchi
April 2018
Deputy Chief Executive(November
Officer
21,1957)
Chief General Manager of
Age:60Business Administration
3
52,000
Division (to present)
Years in office as
Director: 7 years[Significant concurrent positions](at the end of thisNone
Meeting)[Reason for nomination as a candidate for
Attendance at the Director]
Board of Directors’
Yoshitaka Tokubuchi has served as ameetings:
13 / 13 (100%)manager of the Company’s Business
Administration Division and Monodukuri
Division, and possesses a wealth ofknowledge backed by his experience in broadbusiness management. We have determinedthat his knowledge will be beneficial to thegroup company in its managerial
decision-making process hereafter.
Therefore, we have nominated him as a
candidate to continue as a Director.
There are no special interests between the Company and Yoshitaka Tokubuchi.

6

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1983
July 2009

Number of theCompany's
shares held

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 2017Managing Executive
Takeshi
Officer, Chief General
Fujiwara
Manager of Sales and(November 7,
Marketing Head Office,
1959)
Responsible for Branch
Age: 58
Offices (to present)
4
34,200[Significant concurrent positions]Years in office as
Director: 5 years
None(at the end of this[Reason for nomination as a candidate for
Meeting)
Director]
Attendance at the
Takashi Fujiwara has achievements of leading
Board of Directors’
our domestic business, having served as themeetings:
13 / 13 (100%)manager of the Company’s 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
and enhancing its competitiveness.
Therefore, we have nominated him as a
candidate to continue as a Director.
There are no special interests between the Company and Takeshi Fujiwara.

7

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1979
September 2004

Number of theCompany's
shares held

Joined the Company
General Manager of
MEMS Business
Development Dept. of
Visionary Business Center
April 2009
Chief General Manager ofOverseas Division
May 2011
Executive Officer
April 2016
Managing Executive
Officer
Reappointment
June 2016
Director (to present)
April 2017Managing Executive
Hideo Oshima
Officer,(July 25, 1956)
Chief General Manager of
Age: 61
Overseas Head Office,Chief General Manager ofYears in office as
530,200
Director: 2 years
Overseas Division (to(at the end of thispresent)
Meeting)[Significant concurrent positions]
Attendance at the None
Board of Directors’[Reason for nomination as a candidate formeetings:
13 / 13 (100%)
Director]
Hideo Oshima possesses experience andachievements having served as a manager of
the Company’s Overseas Division andcontributing to the expansion of businesses.
We have determined that his knowledge will
be beneficial 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.

8

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1980
May 2012

June 2014
April 2017

New appointment

6

Makoto Tanno(April 14,
1956)
Age: 62

Joined the Company
General Manager ofSystem Design Dept.,
Transportation
Infrastructure Technology
Division
Executive Officer
Managing Executive
Officer, Chief General
Manager of TechnicalDevelopment Head Office,Responsible for Visionary
Business Center (topresent)

Number of theCompany's
shares held

15,700[Significant concurrent positions]
None[Reason for nomination as a candidate for
Director]
Makoto Tanno, having served as a managerof the Company’s Technology Development
Division, possesses experience andachievements in promoting advanced
technical strategy utilizing ICT. We expect him
to make further contribution to technologicalinnovation, and have therefore nominated him
as a new candidate for Director.
There are no special interests between the Company and Makoto Tanno.

9

No.

Name
(Date of birth)

Biography, status, and responsibilities
July 2002

Number of theCompany's
shares held

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)
Reappointment
June
2014
Outside Director of theOutsideCompany (to present)
Independent[Significant concurrent positions]
President and Chief Executive Officer of
Yoshiteru
Fukoku Mutual Life Insurance Company
Yoneyama(June 23,1950) [Reason for nomination as a candidate for
Outside Director]
Age: 677
2,000
Yoshiteru Yoneyama possesses a wealth ofexperience, achievements and knowledge as
Years in office as
Director: 4 years
a manager, and we expect him to use these(at the end of thiscapabilities for the benefit of the Company’s
Meeting)management and exercise effective
Attendance at the management supervisory function. Therefore,
Board of Directors’
we have nominated him as a candidate tomeetings:
13 / 13 (100%)
continue as an Outside Director.
Yoshiteru Yoneyama has served as an
Outside Director for four years at the end of
this General Meeting of Shareholders.
Fukoku Mutual Life Insurance Company
where Yoshiteru Yoneyama serves as
President and Chief Executive Officer is amajor shareholder and a business partner of
the Company. However, its shareholding ratio
is less than 10% and the transaction amountis immaterial (less than 0.5% of theconsolidated net sales of the said company
and of the Company), and we therefore
believe that it does not affect his
independence as an Outside Director.
1. There are no special interests between the Company and Yoshiteru Yoneyama.
10

2. Yoshiteru Yoneyama is an Outside Director candidate.
3. Yoshiteru Yoneyama meets the conditions of an Independent Officer as defined 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 fordamages under Article 423, Paragraph 1 of the Companies Act. However, basedon the agreement, the minimum liability amount will be the amount prescribed bylaws and regulations.

11

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:
64
8
1,500
Part-time Lecturer of Tokyo University of theArts
Years in office as[Reason for nomination as a candidate for
Director: 3 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 three 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 toenter into a limited liability agreement with her, which limits her liability fordamages under Article 423, Paragraph 1 of the Companies Act. However, basedon the agreement, the minimum liability amount will be the amount prescribed bylaws and regulations.

12

No.

Name
(Date of birth)

Biography, status, and responsibilities
November 1993

Number of theCompany's
shares held

Full-time Lecturer ofGraduate Schools for Law
and Politics, The
University of Tokyo
April 2001
Assistant Professor of
Graduate Schools ofBusiness Sciences,
University of Tsukuba
April 2004
Professor of Graduate
School of Law, Kobe
University
October 2010
Professor of The Graduate
School of International
New appointment
Corporate Strategy,
OutsideHitotsubashi University (toIndependent
present)
90[Significant concurrent positions]
Yuriko Inoue(May 29, 1963) Professor of The Graduate School ofInternational Corporate Strategy, Hitotsubashi
Age: 55
University[Reason for nomination as a candidate for
Outside Director]
Yuriko Inoue is a professional in intellectual
property right and possesses a wealth ofexperience and knowledge through teachingat multiple universities including Hitotsubashi
University where she currently serves. We
expect that she will offer advice on the
Company’s management and exercise
effective management supervisory function.
Therefore, we have nominated her as a new
candidate for 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 theagreement, the minimum liability amount will be the amount prescribed by laws
and regulations.

13

No.2 - Election of one Alternate Audit & Supervisory Board Member
To ensure that the Company will not lack the number of Audit & Supervisory Board
Members stipulated by laws and regulations, the Company requests the election of
one Alternate Audit & Supervisory Board Member. The Company has obtained theconsent of the Audit & Supervisory Board regarding this proposal.
The candidate for the Alternate Audit & Supervisory Board Member is as follows.
The candidate has resigned from The Industrial Bank of Japan, Limited (current
Mizuho Bank, Ltd.) more than 30 years ago, and we therefore believe that it does notaffect his independence as an Outside Audit & Supervisory Board Member.
Number of theName
Biography, status, andCompany's(Date of birth)
significant concurrent positions
shares held
April 1971
Joined The Industrial Bank ofJapan, Limited
September 1981 Director of Tokyo Tatsuno
Corporation
May 1984
Managing Director of Tokyo
Tatsuno Corporation
May 1986
President of Tokyo Tatsuno
Corporation
May
1996
President of Nippon Engineer
Reappointment
Service Co., Ltd.
OutsideApril 2012
President of Tatsuno
Independent
Corporation (to present)
Hiromichi[Significant concurrent positions]0TatsunoPresident of Tatsuno Corporation(November 1,[Reason for nomination as a candidate for
1948)
Alternate Audit & Supervisory Board Member]Age:69Hiromichi Tatsuno is the President of one of theworld’s three major gasoline weighing machine
manufacturers and possesses a wealth ofexperience, achievements and knowledge as a
global manager. We expect that he will offer
auditing and advice on the Company’s
management by making use of these capabilities.
Therefore, we have nominated him as a candidate
for Alternate Audit & Supervisory Board Member.
1. There are no special interests between the Company and Hiromichi Tatsuno.
2. Hiromichi Tatsuno is an Alternate Outside Audit & Supervisory Board Member
candidate.
3. If election of Hiromichi Tatsuno is approved and he assumes the office of Audit &Supervisory Board Member, the Company plans to register him as an
Independent Officer as defined by Tokyo Stock Exchange, Inc. and notify the
Exchange to that effect.
4. If this proposal is approved as proposed and Hiromichi Tatsuno assumes the officeof Outside Audit & Supervisory Board Member, the Company plans to enter into alimited liability agreement with him, which limits his liability for damages under
Article 423, Paragraph 1 of the Companies Act. However, based on the agreement,14the minimum liability amount will be the amount prescribed by laws andregulations.
5. Hiromichi Tatsuno resigned from The Industrial Bank of Japan, Limited (current
Mizuho Bank, Ltd.) in June 1981 and joined Tokyo Tatsuno Corporation in
September of the same year. As more than 30 years have passed since his
resignation from the said Bank, we believe that it does not affect his
independence as an Outside Audit & Supervisory Board Member.

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 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 ormore 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 thelast three fiscal years exceeding 2% of the consolidated net sales of such business partner.
Such business 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 theCompany 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
the total 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