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 26, 2023
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 140th Business Term
Notice is hereby given that the Ordinary General Meeting of Shareholders for the 140th
Business Term of Nippon Signal Co., Ltd. (hereinafter referred to as the ‘Company’) will
be held on coming June 23.
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 140th 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 22, 2023 (Japantime).
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
1

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 23, 2023 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 140th Business Term (from April 1, 2022 to March 31, 2023),
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 140th Business Term(from April 1, 2022 to March 31, 2023).
[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 Four Directors who are Audit and Supervisory Committee Members
4 - Determination of Remuneration Amount for Directors (Excluding Directors who
are Audit and Supervisory Committee Members)
5 - Determination of Remuneration Amount for Directors who are Audit andSupervisory Committee Members
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.
◎ When you attend the Meeting, please submit the enclosed Cards for Exercise of Voting Rights
to the receptionist.
◎ 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 awritten power of attorney and the enclosed Cards for Exercise of Voting Rights to thereceptionist of the Meeting.
◎ Any changes in the matters subject to electronic provisions will be posted on the
aforementioned websites along with the previous versions.
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 22, 2023 (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 22, 2023 (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 22, 2023 (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 will transition to a Company with an Audit and Supervisory Committee,of which the majority of members are Outside Directors, to strengthen the monitoring
functionality of the Board of Directors. The Company aims to enhance its corporate
value by ensuring highly transparent management and further enhanced corporate
governance by appointing Directors who are Audit and Supervisory Committee
Members with voting rights.
Accordingly, the Company proposes the necessary amendments to the Company’s
Articles of Incorporation, including establishing new provisions concerning the Audit
and Supervisory Committee and Audit and Supervisory Committee Members anddeleting provisions concerning the Audit & Supervisory Board and Audit &Supervisory Board Members.
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 3.

Articles 1. to 3.

<Text omitted><Unchanged>(Organization)
Article 4. The Company shall establish
following organizations in addition
to the General Meeting of
Shareholders and directors.
(1) Board of Directors(2) Audit & Supervisory Board
Member(3) Audit & Supervisory Board(4) Accounting auditor(Organization)
Article 4. The Company shall establish
following organizations in addition
to the General Meeting of
Shareholders and directors.
(1) Board of Directors(2) Audit and Supervisory
Committee Member<Deleted>(3) Accounting auditor

Article 5.

Article 5.

<Text omitted>

Chapter 2 Shares
Articles 6. to 9.

<Unchanged>

Chapter 2 Shares<Text omitted>

Articles 6. to 9.

(Share handling regulations)
Article 10. Handling of the Company’s share,
handling
commission
andexecution of shareholders rightshall be executed in compliance
with
the
Share
Handling
Regulations
establishedbyresolution of Board of Directors in
addition to relevant laws andregulations and this Articles of
Association.

<Unchanged>(Share handling regulations)
Article 10. Handling of the Company’s share,
handling
commission
andexecution of shareholders rightshall be executed in compliance
with
the
Share
Handling
Regulations
establishedbyresolution of Board of Directors or
by a director who is delegated by
the Board of Director by resolutionin addition to relevant laws andregulations and this Articles ofIncorporation.

5

Current Articles of Incorporation(Administrator for shareholders registry)
Article 11. <Text omitted>
2. The administrator for shareholders
registry and its administrative
office shall be appointed byresolution of the Board of Directors
and subsequently public notice
thereof shall be given.
3.

Proposed amendments(Administrator for shareholders registry)
Article 11<Unchanged>
2. The administrator for shareholders
registry and its administrative
office shall be appointed by the
Board of Directors or by a director
who is delegated by the Board of
Directorbyresolution
andsubsequently public notice thereof
shall be given.
3.
<Unchanged><Text omitted>

Chapter 3 Shareholders Meeting

Chapter 3 Shareholders Meeting

Articles 12. to 17. <Text omitted>

Articles 12. 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 nine (9).
<Newly established>(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).

(Election and appointment of directors)
Article 19. Directors shall be elected at a
General Meeting of Shareholders.

(Election and appointment of directors)
Article 19. The election of directors shalldistinguish between directors who
are Audit and Supervisory
Committee Members and directors
who are not Audit and Supervisory
Committee Members at a General
Meeting of Shareholders.
2. The resolution for election of
directors, directors who are Audit
andSupervisory
Committee
Members and directors who are
not
Audit
and
Supervisory
Committee Members, shall beseparately made by a majority ofthe votes of the shareholders
present at the Meeting where
shareholders are holding one-third(1/3) or more of the votes and areentitled to exercise the votes.
3.
<Unchanged>
4. The election of substitutes for
Directors who are Audit andSupervisory Committee Members
shall be effective up to thebeginning of the Ordinary General
Meeting of Shareholders for the
final fiscal year that ends within
two (2) years of such Directors’
election.

2. The resolution for election of
directors shall be made by amajority of the votes of theshareholders present at the
Meeting where shareholders areholding one-third (1/3) or more of
the votes and are entitled toexercise the votes.

3.

<Text omitted><Newly established>

6

Current Articles of Incorporation(Term of office of director)
Article 20. The term of office of each director
shall expire at the closure of theOrdinary General Meeting of
Shareholders relating to the lastclosing of accounts to occur withinone (1) year after his or her
assumption of the office.

Proposed amendments(Term of office of director)
Article 20. The term of office of each director(excluding directors who are Audit
andSupervisory
Committee
Members) shall expire at theclosure of the Ordinary General
Meeting of Shareholders relating
to the last closing of accounts tooccur within one (1) year after hisor her assumption of the office.
2. The term of office of each director
who is an Audit and Supervisory
Committee Member shall expire at
the closure of the Ordinary
General Meeting of Shareholders
relating to the last closing ofaccounts to occur within two (2)years after his or her assumptionof the office.
3. The term of office of substitutes for
Directors who are Audit andSupervisory Committee Members
elected to fill a vacancy due toretirement of a member prior to theend of his or her term shall expire
at the time when the term of officeof the retired member expires.

<Newly established><Newly established>(Representative directors, senior directors)
Article 21. Several representative directors
shall be elected by resolution of
the Board of Directors.

(Representative directors, senior directors)
Article 21. Several representative directors
shall be elected from directors(excluding directors who are Audit
andSupervisory
Committee
Members) by resolution of theBoard of Directors.
2. Executive
Chairman,
Vice
Chairman, President and Directorand Executive Vice President may
beelectedfromdirectors(excluding directors who are Audit
andSupervisory
Committee
Members) by resolution of theBoard of Directors.

2. Chairman,
Vice
Chairman,President and Vice President may
be elected from directors by
resolution of the Board of
Directors.

7

Current Articles of Incorporation(Remuneration)
Article 22. Property
benefitssuchasremuneration, bonus and othercompensation payable by theCompany to the directors against
executed role for the Board of
Directors (hereinafter referred toas “Remuneration”) shall bedecided by resolution of theGeneral Meeting of Shareholders.

Proposed amendments(Remuneration)
Article 22. Property
benefitssuchasremuneration, bonus and othercompensation payable by theCompany to the directors against
executed role for the Board of
Directors shall be decided
separately for directors who are
Audit and Supervisory Committee
Members and for directors who
are not Audit and Supervisory
Committee Members by resolutionof the General Meeting of
Shareholders.

(Notification of the Board of Directors Meeting)
Article 23. Notification of the Board of
Directors Meeting shall be
submitted to the directors andAudit & Supervisory Board
members three (3) days prior to
the date set for the Meeting.
Shouldurgentbusinessrequirements
arise,
said
notification can be submitted morecloser to the date set for the
Meeting.

(Notification of the Board of Directors Meeting)
Article 23. Notification of the Board of
Directors Meeting shall be
submitted to the directors three (3)days prior to the date set for the
Meeting.
Shouldurgentbusinessrequirements
arise,
said
notification can be submitted morecloser to the date set for the
Meeting.

Articles 24. to 27. <Text omitted>

Articles 24. to 27. <Unchanged><Newly established>(Delegation of decisions-making on importantbusiness executions)
Article 28. In accordance with Article 399-13,
Paragraph 6 of the Companies
Act, the Company may, byresolution of the Board of
Directors, delegate to Directors allor part of the authority of decisionmaking on important businessexecutions (excluding matterslisted in each Item of Paragraph 5of the same Article).

Chapter 5 Audit & Supervisory Board Member
and Audit & Supervisory Board

Chapter 5 Audit and Supervisory Committee(Number of Audit & Supervisory Board
Members)
Article 28. Number of Audit & Supervisory
Board Member shall be not morethan five (5).

<Deleted>(Election of Audit & Supervisory Board
Member)
Article 29. Audit & Supervisory Board
Member shall be elected at a
General Meeting of Shareholders.

<Deleted>8

2. The resolution for such election
shall be made by a majority of thevotes of the shareholders present
attheMeeting
whereshareholders are holding one third(1/3) or more of the votes and areentitled to execute the votes.

<Deleted>9

Current Articles of Incorporation(Term of office)
Article 30. Term of office of the Audit &Supervisory Board Member shallbe expired at the closure of theOrdinary General Meeting of
Shareholders relating to the lastclosing account to occur withinfour years after their assumptionof the office.
2. Term of office of Audit &Supervisory
Board
Memberelectedandappointed
for
substitute or inverse number shall
expire on expiry of the term ofoffice of the member resigned
during the term of office.

Proposed amendments<Deleted>(Full-Time Audit & Supervisory Board
Member)
Article 31. Full-time Audit & Supervisory
Board Member shall be elected by
the resolution of Audit &Supervisory Board.

<Deleted>(Remuneration)
Article 32. Remuneration of the Audit &Supervisory Board Member shallbe decided by the resolution of theOrdinary General Meeting of
Shareholders.

<Deleted>(Notification of Meeting of Audit & Supervisory
Board)
Article 33. Notification of Meeting of Audit &Supervisory Board shall be
submitted to each Audit &Supervisory Board member three(3) days prior to the date set for the
Meeting.
Shouldurgentbusinessrequirements
arise,
said
notification can be submitted in
more closer to the date set for the
Meeting.

<Deleted>(Regulations of the Audit & Supervisory
Board)
Article 34. The subject pertaining to the Audit& Supervisory Board shall becomplied with the Regulations of
the Audit & Supervisory Board to
be provided by the Audit &Supervisory Board in addition to
the provisions either laws andregulations or in this Articles of
Association.

<Deleted><Deleted>10Current Articles of Incorporation(Contract of limited liability for Audit &Supervisory Board Member)
Article 35. Pursuant to Article 427-1 of theCompany Law, the Company may
enter into a contract which limits
liability
with
an
Audit
&
Supervisory Board Member under
Article 423-1 of the Law. Provided,
however, that upper limit of theamount based on this contract is incompliance with the Company
Law and the other laws andregulations.

Proposed amendments<Deleted><Newly established>(Ful-time Audit and Supervisory Committee
Member)
Article 29. The Audit and Supervisory
Committee may elect full-time
Audit and Supervisory Committee
members from among Audit andSupervisory Committee members.

<Newly established>(Notification of Meeting of Audit andSupervisory Committee)
Article 30. Notification of Meeting of Audit
and Supervisory Committee shallbe submitted to each Audit andSupervisory Committee member
three (3) days prior to the date set
fortheMeeting.
Shouldurgentbusinessrequirements
arise,
said
notification can be submitted in
more closer to the date set for the
Meeting.
2. Meetings of the Audit andSupervisory Committee may be
convened without the Company’s
convocation procedures with theunanimous consent of the Audit
andSupervisory
Committee
members.

<Newly established>(Regulations of the Audit and Supervisory
Committee)
Article 31. Unless otherwise provided in thelaws and regulations or in this
Articles of Association, thesubjects pertaining to the Audit
and Supervisory Committee shallbe governed by the Regulations of
the
Audit
and
Supervisory
Committee to be provided by the
Audit and Supervisory Committee.

Chapter 6 Accounts

Chapter 6 Accounts

Articles 36. to 39. <Text omitted>

Articles 32. to 35. <Unchanged>11Current Articles of Incorporation
Chapter 7 Anti-Takeover Measures

Proposed amendments
Chapter 7 Anti-Takeover Measures

Article 40.

<Text omitted>

Article 36.

<Newly established>(Supplementary provisions)
The agreements to limit liability damages
pursuant to Article 423, Paragraph 1 of theCompanies Act for the acts conducted byAudit & Supervisory Board Members(including former Audit & Supervisory Board
Members) entered into prior to the end of the140th Ordinary General Meeting of
Shareholders shall remain governed by Article
35 of the Articles of Incorporation prior to theamendments by the resolution of the Ordinary
General Meeting of Shareholders.

12<Unchanged>

No.2 – Election of Seven Directors (Excluding Directors who are Audit and Supervisory
Committee Members)
The terms of all nine Directors will expire at the end of this General Meeting of
Shareholders. The Company will also transfer to a company with an Audit andSupervisory Committee, provided that the Proposal 1 “Partial Amendments to the
Articles of Incorporation” is approved as proposed.
Accordingly, the Company requests the election of seven Directors (Excluding
Directors who are Audit and Supervisory Committee Members) after the transition to acompany with an Audit and Supervisory Committee.
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

Reappointment

Hidehiko
TsukamotoPresident and Chief
Executive Officer andChief Operating Officer

Overallmanagement

Reappointment

TakeshiFujiwara

Director and
Deputy Chief Executive
Officer

Reappointment

Masahiro
Kubo

Director andManaging Executive
Officer

In charge ofbusinessmanagement
Responsible forbranch offices
In charge ofbusiness
administration

Reappointment

Masayoshi
Sakai

Director andManaging Executive
Officer

1

2

3

4

Reappointment

5

Primary
responsibilities

Kazuhiro
HiranoDirector andManaging Executive
Officer

13

Responsible forKuki Plant
Responsible forRailway Signal
Systems Division
Responsible forSmart Mobility
Systems Division
In charge oftechnology
research anddevelopment
Responsible for
TQM Promoting
Dept.
Chief General
Manager, Osaka
Branch Office
Responsible forwestern Japan
area

Attendanceat the Boardof Directors’Meetings
13 / 13
meetings

13 / 13
meetings

13 / 13
meetings

13 / 13
meetings

10 / 10
Meetings(After his appointment
on June 24, 2022)

6

Reappointment
OutsideIndependent

Yuriko Inoue

Outside Director

7

Reappointment
OutsideIndependent

Yoshiyuki
MurataOutside Director–

13 / 13
meetings–

12 / 13
meetings* “Criteria for the Independence of Outside Officers” is as described on page 35.
* 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 2023.

14

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1982
May 2005

Reappointment

1

Hidehiko
Tsukamoto(September
15, 1958)
Age: 64
Years in office as
Director: 11
years (at the endof this Meeting)Attendance at theBoard of Directors’
meetings:
13 / 13 (100%)

Joined the Company
General Manager ofAutomatic Fare Collection
Sales Dept. of Automatic
Fare Collection Systems
Division
June 2006
Executive Officer
June 2010
Director andManaging Executive
OfficerJune 2014
Deputy Chief Executive
Officer
April 2015
Representative Director
Executive Vice President& Chief Operating Officer
June 2016
President (to present)
June 2020
Chief Executive Officer
April 2021
Officer and Chief
Operating Officer (topresent)[Significant concurrent positions]
None[Reason for nomination as a candidate for
Director]
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 as a
candidate to continue as a Director.

Number of theCompany’s
shares held

105,300

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

15

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
OfficerJune 2013
Director (to present)
April 2016
Chief General
Manager of Sales
and Marketing Head
OfficeApril 2019
Responsible for Domestic
Business and Branch
Offices
Reappointment
April 2020
Deputy Chief Executive
Takeshi
Officer (to present)
Fujiwara
Responsible for Domestic(November 7,
and Overseas Businesses
and Branch Offices
1959)
June
2020
Responsible
for Smart
Age: 63
Mobility Section
Years in office as
April 2022
In charge of businessDirector: 10
management (to present)
years (at the end
Responsible for Transportof this Meeting)
Systems, Smart Mobility
Attendance at the
Systems Promotion
Board of Directors’
Division, and Branchmeetings:
Offices (to present)
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 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
including those overseas and enhancing its
competitiveness in the future. Therefore, wehave nominated him as a candidate tocontinue as a Director.

Number of theCompany's
shares held

50,600

There are no special interests between the Company and Takeshi Fujiwara.
16

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
Chief General Manager ofKuki Plant, Monodukuri
Reappointment
Division
Masahiro Kubo April 2019
Senior Executive Officer,(April 13,
General Manager of1960)
Corporate Strategy Dept.,
Responsible for FinanceAge: 63
Dept.
37,800Years in office as
3April 2020
Managing Executive
Director: 3
years (at the end
Officer (to present), Inof this Meeting)Charge of Business
Attendance at theAdministration (toBoard of Directors’present)
meetings:
13 / 13 (100%)
June 2020
Director (to present)[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
held positions including the manager of a wide
range of divisions such as the Business
Administration Division of the Company. We
have determined that his knowledge will bebeneficial to the Company in pursuingsustained enhancement of corporate value.
Therefore, we have nominated him as a
candidate to continue as a Director.
There are no special interests between the Company and Masahiro Kubo.

17

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1985
July 2006

July 2010

June 2014

April 2016

Reappointment

Masayoshi
Sakai(September 20,
1960)
Age: 62
4

April 2020

Years in office as
Director: 2
years (at the endof this Meeting)Attendance at theBoard of Directors’
meetings:
13 / 13 (100%)

April 2021

Joined the Company
General Manager of
Safety Technology
Research Dept.,
Research Center
Chief General Manager ofResearch & Development
CenterChief 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
SectionManaging Executive
Officer (to present),
In charge of technology,
research anddevelopment (to present),
Chief General Manager ofResearch & Development
Section, General
Manager of PatentManagement Dept.,
General Manager of18

Number of theCompany's
shares held

23,600Advanced Railway
System Development
Section, Responsible for
TQM Promoting Dept. (topresent),
Department andResponsible for Kuki Plant(to present)
June 2021
Director (to present)
April 2023
Responsible for Railway
System Business (topresent)
Responsible for Smart
Mobility Systems Business(to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for
Director]
Having held positions including the managerof the Research and Development Division,
Masayoshi Sakai possesses experience andachievements in promoting advanced
technological strategies that make use of ICT.
We have determined that he is qualified tolead the development of new technologies
utilizing IoT and AI. Therefore, we havenominated him as a candidate to continue asa Director.
There are no special interests between the Company and Masayoshi Sakai.

19

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1983
July 2006

July 2009

Kazuhiro
Hirano(August 6,
1960)
Age: 62
5

Years in office as
Director:1
year (at the endof this Meeting)

Joined the Company
General Manager ofRailway Signal Division of
Osaka Branch
General Manager ofTransport information
Systems of Transport
Information Systems
Division

May 2011

Chief General Manager ofTransport Information
Systems Division

June 2014

Executive Officer Chief
General Manager ofRailway Signal Division ofBusiness Division
Senior Executive Officer

Reappointment

April 2019

Number of theCompany's
shares held

Chief General Manager ofRailway Signal Division
April 2020

April 2021

Attendance at theBoard of Directors’
meetings:
10 / 10 (100%)

Chief General Manager ofTransport Systems
DivisionManaging Executive
Officer (to present)
Responsible for Transport
Systems,
Chief General Manager ofTransport Systems
Division, and(After his appointment
on June 24, 2022)

Responsible for Smart
Mobility Systems
Promotion Division
April 2022

Chief General Manager,
Osaka Branch Office (topresent)

Responsible for westernJapan 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
20

25,200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.

21

No.

Name
(Date of birth)

Biography, status, and responsibilities
November 1993

Reappointment
OutsideIndependent

Yuriko Inoue(May 29, 1963)
Age: 60
6

Years in office as
Outside Director:
5 years (at theend of thisMeeting)
Attendance at theBoard of Directors’
meetings:
13 / 13 (100%)

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 theCompany (to present)
Outside Director of
Dai-ichi Life Holdings, Inc.
(to present)
April 2020
Professor of Business Law
Department, Graduate
School of Law,
Hitotsubashi University(Chair of Department) (topresent)[Significant concurrent positions]
Professor of Business Law Department,
Graduate School of Law, Hitotsubashi
University (Chair of Department)
Outside Director of Dai-ichi Life Holdings, Inc.
[Reason for nomination as a candidate for
Outside Director and an outline of
expected roles]
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, 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

Number of theCompany's
shares held

22

2,700

No.

Name
(Date of birth)

Biography, status, and responsibilities

Number of theCompany's
shares held

as an Outside Director for five years at theend 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 voting
rights ratio is less than 2% and thetransaction 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 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.

23

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 2009

April 2011
April 2013

June 2013

Reappointment

April 2015

OutsideIndependent

7

Yoshiyuki
Murata(July 19, 1954)
Age: 68
Years in office as
Outside Director:
2 years (at theend of thisMeeting)
Attendance at theBoard of Directors’
meetings:
12 / 13 (92%)

June 2020

June 2021

April 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)

June 2022

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

24

Number of theCompany's
shares held

1,400

No.

Name
(Date of birth)

Biography, status, and responsibilities

Number of theCompany's
shares held

[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
management supervisory function.
Therefore, we have nominated him as a
candidate to continue as an Outside Director.
Yoshiyuki Murata has served as an Outside
Director for two years at the end of this
General Meeting of Shareholders.
A subsidiary of DAIWA HOUSE INDUSTRY
CO., LTD., Daiwa House Parking Co., Ltd.,
where Yoshiyuki Murata serves as Directorand Executive Vice President, is a business
partner of the Company. However, thetransaction 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.
As of March 31, 2023, there is no capital
relationship between Daiwa House Parking
Co., Ltd. and the Company.
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.

25

No.3 – Election of Four Directors who are Audit and Supervisory Committee Members
The Company will transfer to a company with an Audit and Supervisory Committee,
provided that the Proposal 1 “Partial Amendments to the Articles of Incorporation” isapproved as proposed.
Accordingly, the Company requests the election of four Directors who are Audit andSupervisory Committee Members.
This proposal has been approved by the Audit & Supervisory Board.
This proposal shall take effect provided that the amendments to the Articles ofIncorporation in Proposal 1 “Partial Amendments to the Articles of Incorporation” takeeffect.
The candidates for the Directors who are Audit and Supervisory Committee Members
are as follows.

No.

Name

1

New
Appointment

Yoshitaka Tokubuchi

2

New
Appointment
OutsideIndependent

Takashi Tokunaga

New
Appointment
OutsideIndependent

Masayuki Tamagawa

New
Appointment
OutsideIndependent

Masako Suzuki

3

4

Current status

Full-time Audit &Supervisory Board
Member－Outside Audit &Supervisory Board
Member－Attendance at Attendance at
the Audit &the Board ofSupervisory
Directors’Meetings in Board Meetings
in FY2022
FY202213 / 13
meetings

13 / 13
meetings－－

13 / 13
meetings

13 / 13
meetings－－* “Criteria for the Independence of Outside Officers” is as described on page 35.
* 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 2023.

26

No.

Name
(Date of birth)

Biography, status, and responsibilities

Number of theCompany’s
shares held

April 1982
July 2006

New Appointment

Yoshitaka
Tokubuchi(November
21, 1957)
Age: 65
Years in office as
Audit: 2 years (atthe end of thisMeeting)

1

Attendance at theBoard of Directors’
meetings:
13 / 13 (100%)
Attendance at the
Audit &
Supervisory Board
meetings:
13 / 13 (100%)1.

Joined the Company
General Manager of
Production Control
Dept.at Kuki Plant
June 2008
Executive Officer
General Manager ofCorporate Strategy
Dept.
May 2011
Managing Executive
OfficerJune 2011
Director
June 2014
Deputy Chief Executive
Officer
April 2018
Chief General Manager
of Business
Administration Division
April 2019
Director and Executive
Vice President
Executive Vice
President and Executive
Director
June 2021
Full-time Audit &Supervisory Board
Member (to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for
Director who is Audit and Supervisory
Committee Member]
Yoshitaka Tokubuchi possesses a wealth ofexperience and achievements in management
as well as professional accounting knowledge,
having held positions including the manager ofa wide range of divisions such as theBusiness Administration Division and
Monodukuri Division of the Company. We
expect that he will offer advice on the
Company’s management supervisory function
by making use of his capabilities in his
specialized field. Therefore, we havenominated him as a new candidate for a
Director who is an Audit and Supervisory
Committee Member.

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

27

71,200No.

Name(Date of birth)

Biography, status, and responsibilities

Joined National Police
AgencyFebruary 1998
First Secretary ofEmbassy of Japan in
the People’s Republicof China
April 2008
Professor of Graduate
School of Public Policy,
The University of Tokyo
September 2013 Chief of Aomori
Prefectural Police
Headquarters
August 2016
Deputy Director Generalof CommissionerGeneral's Secretariat,
New Appointment
National Police Agency
OutsideApril
2019
Councillor,
CabinetIndependent
Secretariat
TakashiJanuary 2020
Secretary General of
Tokunaga
Japan Casino
Regulatory Commission(March 8, 1964)[Significant concurrent positions]Age: 59
None[Reason for nomination as a candidate for
Outside Director who is Audit and Supervisory
Committee Member and outline of expectedroles]
Takashi Tokunaga possesses professional
knowledge and abundant insight on risk
management. We have decided that he willoffer beneficial advice and opinions on the
Company’s management. We expect that hewill offer advice on the Company’s
management supervisory function by making
use of his capabilities in his specialized field.
Therefore, we have nominated him as a new
candidate for an Outside Director who is an
Audit and Supervisory Committee Member.

Number of theCompany’s
shares held

April 1986

2

1.
2.
3.
4.

0

There are no special interests between the Company and Takashi Tokunaga.
Takashi Tokunaga is an Outside Director candidate.
Takashi Tokunaga meets the conditions of an Independent Officer as defined by Tokyo Stock Exchange,Inc.
If Takashi Tokunaga 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 theCompanies Act. However, based on the agreement, the minimum liability amount will be the amountprescribed by laws and regulations.

28

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1981

New Appointment
OutsideIndependent

Masayuki
Tamagawa(January 15,
1958)
Age:65
3

Years in office as
Audit: 4 years (atthe end of thisMeeting)
Attendance at theBoard of Directors’
meetings:
13 / 13 (100%)
Attendance at the
Audit &
Supervisory Board
meetings:
13 / 13 (100%)

Joined Ministry of
Finance
June 2000
Deputy Director of
Monetary and Financial
Systems Bureau, The
International Monetary
Fund (IMF)
July 2007
Regional Commissioner
of Sapporo Regional
Taxation Bureau
July 2008
Director of Budget
Development
Management System,
Asian Development
Bank
July 2011
Deputy Head ofFinance, Japan
Tobacco Inc.
July 2012
Head of Asia External
Representation Office,
African Development
Bank (AfDB)
October 2016
Specially Appointed
Professor of Kogakuin
University (to present)
May 2017
Managing Executive
Director of Kogakuin
University
June 2019
Audit & Supervisory
Board Member (topresent)[Significant concurrent positions]
Specially Appointed Professor of Kogakuin
University

Number of theCompany’s
shares held

290

[Reason for nomination as a candidate for
Outside Director who is Audit and Supervisory
Committee Member and an outline of expectedroles]
Masayuki Tamagawa, as an expert inadvanced and wide-ranging international
finance, etc., possesses long years of work
experience in the government and atinternational organizations and extensive
knowledge and experience in finance andaccounting. We expect that he will offer advice
on the Company’s management supervisory
function by making use of his wealth ofexperience, achievements, and knowledge oninternational finance and tax and financeaffairs. Therefore, we have nominated him as
a new candidate for an Outside Director who
is an Audit and Supervisory Committee
Member.
1.
2.
3.
4.

There are no special interests between the Company and Masayuki Tamagawa.
Masayuki Tamagawa is an Outside Director candidate.
Masayuki Tamagawa meets the conditions of an Independent Officer as defined by Tokyo Stock
Exchange, Inc.
If Masayuki Tamagawa 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 theCompanies Act. However, based on the agreement, the minimum liability amount will be the amountprescribed by laws and regulations.

30

No.

Name
(Date of birth)

Biography, status, and responsibilities
April 1972

New Appointment
OutsideIndependent

4

Masako Suzuki(February 4,
1954)
Age:69Joined Nippon Yusen
Kabushiki Kaisha
July 1983
Joined Temporary
Center Inc.
April 1999
Executive Officer ofPasona Inc.
September 2004 Director, Senior
Managing Executive
Officer of Pasona Inc.
December 2007 Director, Senior
Managing Executive
Officer of Pasona GroupInc.
June 2010
Director, Vice Presidentof Benefit One Inc.
January 2016
President of Benefit one
Health care Inc.
June 2016
Outside Director ofJAPAN POST
INSURANCE Co., Ltd.
(to present)
July 2019
Executive Advisor of
Pasona Group Inc.
December 2019
President andRepresentative Directorof Pasona Force Inc.
March 2023
External Director of
Unite and Grow Inc.(topresent)[Significant concurrent positions]
Outside Director of JAPAN POST
INSURANCE Co., Ltd.
External Director of Unite and Grow Inc.

Number of theCompany’s
shares held

310

[Reason for nomination as a candidate for
Outside Director who is Audit and Supervisory
Committee Member and an outline of
expected roles]
Masako Suzuki possesses a wealth ofexperience, achievements, and knowledge inthe management of human resources andhealth support service businesses. We expectthat she will offer advice on the Company’s
management supervisory function based on
her professional experience and knowledge inmanagement developed through her career.
Therefore, we have nominated her as a new
candidate for an Outside Director who is an
Audit and Supervisory Committee Member.

1.
2.
3.
4.

There are no special interests between the Company and Masako Suzuki.
Masako Suzuki is an Outside Director candidate.
Masako Suzuki meets the conditions of an Independent Officer as defined by Tokyo Stock Exchange,Inc.
If Masako Suzuki 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 theCompanies Act. However, based on the agreement, the minimum liability amount will be the amountprescribed by laws and regulations.

32

(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.
Because of the characteristics of the Company involved in the work for traffic infrastructure ofan extremely highly public nature, deep understanding of the Company’s business is requiredfor business judgment. Therefore, the Company considers it is appropriate that the proportionof Independent Outside Directors to all the Directors is around one-third.

33

Skills Matrix of the Board of Directors of the Company is as follows.
◆Knowledge, experience, and capabilities of Directors

Name

Proposed title

Corporate
management

Hidehiko
Tsukamoto

Representative
Director●TakeshiFujiwara

Director●

Masahiro
Kubo

Director●

Masayoshi
Sakai

Director●

Kazuhiro
HiranoDirector●

YurikoInoue

Director

Finance/
Accounting

Riskmanagement
Legal affairs

Globalexperience

Technology
R&D

Manufacturing

Sales
Marketing

●

●

●

●

●

●

●

●

●

●

●

●
●

●
●

●
●

Independent
Outside

Yoshiyuki
MurataDirector
Independent

●

●

●

●

●

Outside
Yoshitaka
Tokubuchi

Audit andSupervisory
Committee
MemberTakashiTokunaga

Audit andSupervisory
Committee
Member

●

●

●

●

●

●

Independent
OutsideMasayuki
Tamagawa

Audit andSupervisory
Committee
Member●●Independent
OutsideMasakoSuzuki

Audit andSupervisory
Committee
Member●●Independent
OutsideThe above table shows the areas of expertise of Directors the Company particularly expects.

34●

(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 eight years or morein total35

(*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.

36

No.4 – Determination of Remuneration Amount for Directors (Excluding Directors who
are Audit and Supervisory Committee Members)
The amount of remuneration for Directors in the Company was decided to be a
maximum of 500 million yen annually (maximum of 36 million yen annually for Outside
Directors) upon the resolution at the 134th Ordinary General Meeting of Shareholders
held on June 23, 2017. The Company will transition to a Company with an Audit andSupervisory Committee, provided that the Proposal 1 “Partial Amendments to the
Articles of Incorporation” is approved as proposed. Accordingly, the Company has
decided to abolish the current provisions concerning the amount of remuneration for
Directors and to newly set the amount of remuneration (excluding Directors who are
Audit and Supervisory Committee Members), and proposes that the amount of
remuneration for Directors (excluding Directors who are Audit and Supervisory
Committee Members) after the transition to a Company with an Audit and Supervisory
Committee shall continue to be a maximum of 500 million yen annually (maximum of
36 million yen annually for Outside Directors) and that the details including the specificamount for each Director and the timing of payment are to be set by a resolution of
the Board of Directors. Therefore, the Company seeks the approval of theshareholders to that effect.
An outline of the details of the Company's policy for determining the content of
remuneration, etc. for each director is provided in “4. (3) Matters regarding
Remuneration for Directors and Audit & Supervisory Board Members” in the Business
Report, and if this proposal is approved, the Company plans to change the scope of
remuneration to Directors (excluding Directors who are Audit and Supervisory
Committee Members).
The Company believes that the content of this proposal is appropriate,
comprehensively reflecting various factors, including the Company’s business scale,the remuneration plan and level of remuneration for corporate officers, and future
trends.
If Proposal 1 “Partial Amendments to the Articles of Incorporation” and Proposal 2“Election of Seven Directors (Excluding Directors who are Audit and Supervisory
Committee Members)” are approved as proposed, the number of Directors (Excluding
Directors who are Audit and Supervisory Committee Members) will be seven(including two Outside Directors) although the Company currently has nine Directors.
This proposal shall take effect provided that the Proposal 1 “Partial Amendments
to the Articles of Incorporation” take effect.
No.5 – Determination of Remuneration Amount for Directors who are Audit andSupervisory Committee Members
The amount of remuneration for Audit & Supervisory Board Members in the
Company was decided to be a maximum of 7 million yen monthly upon the resolution
at the 111th Ordinary General Meeting of Shareholders held on June 29, 1994. The
Company will transition to a Company with an Audit and Supervisory Committee,
provided that the amendment to the Articles of Incorporation in Proposal 1 “Partial
Amendments to the Articles of Incorporation” is approved as proposed. Accordingly,
the Company proposes that the amount of remuneration for Directors who are Audit
and Supervisory Committee Members shall be a maximum of 84 million yen annually37

after the transition to a Company with an Audit and Supervisory Committee and thatthe details including the specific amount for each Director who is an Audit andSupervisory Committee Member and the timing of payment are set in consultation
with each Director who is an Audit and Supervisory Committee Member Therefore,
the Company seeks the approval of the shareholders to that effect.
The Company believes that the content of this proposal is appropriate,
comprehensively reflecting various factors, including the Company’s business scale,the remuneration plan and level of remuneration for corporate officers, and future
trends.
If Proposal 1 “Partial Amendments to the Articles of Incorporation” and Proposal 3“Election of Four Directors who are Audit and Supervisory Committee Members” areapproved as proposed, the number of Directors who are Audit and Supervisory
Committee Members will be four (including three Outside Directors).
This proposal shall take effect provided that the amendments to the Articles ofIncorporation in Proposal 1 “Partial Amendments to the Articles of Incorporation” takeeffect.

38