[Translation for reference only]
ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is an English translation of the original Japanese-language document and is provided for convenience only. In all cases,
the Japanese-language original shall prevail.

(Securities code: 9006)
June 7, 2023
To our shareholders
Yukihiro Kawamata
President

Keikyu Corporation
1-2-8, Takashima, Nishi-ku, Yokohama-shi,
Kanagawa, JAPAN

Notice of the 102nd Annual General Meeting of Shareholders
We are pleased to announce the 102nd Annual General Meeting of Shareholders of Keikyu Corporation(hereinafter “the Company”), which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(matters for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information to the following websites, which can be accessed via the Internet
addresses shown below.
[Website with documents regarding the general meeting of shareholders]
https://d.sokai.jp/9006/teiji/ (in Japanese)[The Company website]
https://www.keikyu.co.jp/ir/stock/meeting.html (in Japanese)[Tokyo Stock Exchange (TSE) website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Access the TSE website by using the internet address shown above, enter “Keikyu Corporation” in “Issue
name (company name)” or the Company’s securities code “9006” in “Code,” and click “Search.” Then,click “Basic information” and select “Documents for public inspection/PR information.” Under “Filed
information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”
If not attending the meeting on the day, you may exercise your voting rights in writing or via the Internet.
Please review the Reference Documents for the General Meeting of Shareholders provided at the back ofthis document, and make sure that your votes are submitted no later than 5:45 p.m. on Wednesday, June 28,2023 (Japan Standard Time).

-1-1. Date and Time: Thursday, June 29, 2023, at 10:00 a.m. (Japan Standard Time)
2. Venue:

Shintoshi Hall, 9th floor, Yokohama Shintoshi BLDG (SOGO YOKOHAMA)
2-18-1, Takashima, Nishi-ku, Yokohama-shi, Kanagawa, JAPAN3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports for the Consolidated
Financial Statements by the Accounting Auditor and the Audit & Supervisory Board, for the 102nd
Fiscal Year (from April 1, 2022 to March 31, 2023)
2. Non-consolidated Financial Statements for the 102nd Fiscal Year (from April 1, 2022 to March 31,
2023)
Matters to be resolved:

1)

2)

Proposal No. 1:

Appropriation of surplus

Proposal No. 2:

Election of nine (9) Directors

Proposal No. 3:

Election of one (1) Audit & Supervisory Board Member

Pursuant to the relevant laws and regulations and Article 15, paragraph 2 of the Company’s Articles ofIncorporation, with regard to matters for which measures for providing information in electronic
format are to be taken, major business activities in the Business Report, major business locations, etc.,
the status of employees, the status of the Accounting Auditor, the frameworks and policies of theCompany, the Consolidated Statement of Changes in Equity, the Notes to the Consolidated Financial
Statements, the Non-consolidated Statement of Changes in Equity and the Notes to the Nonconsolidated Financial Statements are not included in paper-based documents provided to shareholders
at the shareholder’s request. Accordingly, the documents that are delivered to shareholders who havemade a request for delivery of paper-based documents are part of the documents included in the scopeof audits by the Audit & Supervisory Board Members and the Financial Auditor when they create theirrespective audit reports.
If revisions to the matters subject to measures for electronic provision arise, or to the same mattersdescribed in writing, a notice of the revisions and the details of the matters before and after therevisions will be posted on each website.

Exercising Voting Rights
Please be noted that the following conditions will apply to the cases of exercising voting rights using avoting form or via the Internet.
1. If no indication of approval or disapproval is provided for each proposal in the voting form
submitted, it shall be deemed as an intention of approval.
2. If you have exercised your voting rights more than once via the Internet, the last exercise will bedeemed valid.
3. If you have exercised your voting rights both by voting form and via the Internet, the one arriving
latest will be deemed valid.
4. If the results of exercise both by voting form and via the Internet happen to arrive on the same day,the one exercised via the Internet will be deemed valid.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Documents
Proposal No. 1: Appropriation of surplus
The Company regards the appropriate return of profits to shareholders as one of the most importantmanagement priorities. In order to contribute to sustainable growth and the enhancement of corporate value
over the medium to long term, the Company’s basic strategy is to balance investment for growth withshareholder returns, while striving to ensure financial soundness.
To reward shareholders’ ongoing support and to meet shareholders’ expectations, the Company plans to
pay a year-end dividend for the current fiscal year as follows:
Items on year-end dividend
1. Items on allocation of dividend property to shareholders and its total amount¥6 per the Company’s common share
Total: ¥1,652,411,844
As we paid ¥5 per share as the interim dividend, the total annual dividend for the term will be ¥11 pershare.
2. Effective date of dividends from surplus
June 30, 2023

-3-

Proposal No. 2: Election of nine (9) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, we propose that nine (9) Directors be elected.
The candidates for Director are as follows:
These candidates have been approved by the Board of Directors upon consultation with the Nomination
and Remuneration Advisory Committees whose majority is comprised of Independent Outside Directors,
and which are chaired by an Independent Outside Director.
No.

Name of Director

Current Position in the Company

Number of Boardof Directors
Meetings Attended

1

Reappointment Kazuyuki Harada

Male

Chairperson of the Board
Representative Director

13/13

2

Reappointment Yukihiro Kawamata

Male

President, Representative Director
President and Executive Officer

13/13

3

Reappointment Toshiaki Honda

Male

Director, Senior Managing Executive
Officer

13/13

4

Reappointment Kazuhide Sakurai

Male

Director, Managing Executive
Officer

10/10

5

New

Yuichi Kaneko

MaleManaging Executive Officer

−

6

New

Hideki Takeya

MaleManaging Executive Officer−

7

Reappointment
Outside
Yoshinori Terajima
Independent

Male

Director

13/13

8

Reappointment
OutsideTamaki Kakizaki
Independent

FemaleDirector

13/13

9

Reappointment
OutsideSawako Nohara
Independent

FemaleDirector

13/13

Notes:

1. In addition to the number of Board of Directors meetings, one written resolution was deemed to have been
passed by the Board of Directors in accordance with the provisions of Article 370 of the Companies Act andArticle 27 of the Company’s Articles of Incorporation.
2. The number of Board of Directors meetings attended by Mr. Kazuhide Sakurai considers only the Board of
Directors meetings held after his assumption as Director on June 29, 2022.
3. The Company has entered into a directors and officers liability insurance policy as provided for in Article 4303, paragraph 1 of the Companies Act with an insurance company. Each candidate is insured under the policy.
Each of the candidates including a new candidate will be an insured under the policy if they are elected. For
details of the insurance policy, please refer to “1. Names, etc. of Directors and Audit & Supervisory Board
Members” (Notes) 15 in section “IV Officers” of the Business Report, and the Company plans to renew thepolicy after this General Meeting of Shareholders.
4. The Company has introduced a stock remuneration plan for Directors (excluding Outside Directors) and
Executive Officers, and the planned number of shares to be provided under the plan in principle to eachcandidate when they retire (as of March 31, 2023) is stated together with the number of the Company’s shares
owned.

-4-

Brief Personal Profile, Position and Responsibility in the Company, andSignificant Concurrent Positions
Apr. 1976 Joined the Company
Kazuyuki HaradaJun. 2007 Director, the Company
Jun. 2010 Executive Director, the Company
Date of birthJun. 2011 Senior Executive Director, the Company
January 22, 1954 (69 years old) Jun. 2013 President, the Company
Tenure as Director
Jun. 2013 Representative Director, the Company (present)
Jun. 2019 President and Executive Officer, the Company
16 years (At the conclusion ofApr. 2022 Chairperson of the Board, the Company (present)
this General Meeting of(Significant concurrent positions)Shareholders)Number of Board of Directors President, Yokohama Shintoshi Center Corporation
Outside Director, JAPAN POST INSURANCE Co., Ltd.
Meetings Attended
1
Outside Director, Japan Airport Terminal Co., Ltd. (scheduled to resign
Reappointment 13/13
in June 2023)
Number of the Company’s
MaleOutside Director, LUMINE Co., Ltd.
Outside Director, NKB Inc.
shares owned[Reasons for nominating the candidate for Director]
51,500 Shares
Mr. Kazuyuki Harada has extensive operating experience primarily in the
Number of shares to be
railway business and human resource management, and possesses a broad
provided under the stock
range of knowledge on corporate management, and is expected to enhance
remuneration plan
the corporate value of the Company. He assumed the position of President
11,050 Sharesof the Company in June 2013, and has served as Chairperson of the Board
responsible for the business management of the Group since April 2022.
The Company considers that he has properly performed his duties indecision-making on important business matters, supervising businessexecution, etc. and hence, has appointed him as a candidate for Director.
Note:
Mr. Kazuyuki Harada currently serves as the President of Yokohama Shintoshi Center Corporation, which
conducts transactions (leasing of buildings, operation of parking lots) that pertain to the category of theCompany’s business. The Company has business relationships related to lease agreements for buildings, as well
as reward services merchant agreement, an electronic money usage merchant agreement, etc. with Yokohama
Shintoshi Center Corporation.
No.

Name, etc. of Director

Brief Personal Profile, Position and Responsibility in the Company, andSignificant Concurrent Positions
Apr. 1986 Joined the Company
Yukihiro Kawamata Jun. 2016 Director, the Company
Jun. 2019 Director, Managing Executive Officer, the Company
Date of birth
Apr. 2022 President and Executive Officer, the Company (present)
February 10, 1964 (59 years old) Apr. 2022 Representative Director, the Company (present)
Tenure as Director
Apr. 2022 In charge of Inquiry and Auditing Group Operating
Department, the Company (present)
7 years (At the conclusion of(Significant
concurrent
positions)this General Meeting of
OutsideDirector,
Yokohama
Shintoshi Center Corporation
Shareholders)
2
Chairman, Urban Redevelopment Preparatory Association 1 for the
Reappointment Number of Board of Directors City Area around the West Exit of Keikyu Kawasaki Station
Meetings Attended
Male[Reasons for nominating the candidate for Director]
13/13
Mr. Yukihiro Kawamata has extensive operating experience primarily in
Number of the Company’s
the hotel business and business administration, and is expected toleverage his broad range of knowledge of corporate management toshares owned
enhance the corporate value of the Company. He has served as President
14,500 Sharesof the Company responsible for the business management of the Group
Number of shares to besince April 2022. The Company considers that he has properly performed
provided under the stock
his duties in decision-making on important business matters, supervising
remuneration planbusiness execution, etc. and hence, has appointed him as a candidate for
7,875 Shares
Director.
Notes: 1. Mr. Yukihiro Kawamata serves as Chairman of Urban Redevelopment Preparatory Association 1 for the City
Area around the West Exit of Keikyu Kawasaki Station. This Association receives payment from the Company
such as business consignment costs and costs for survey, design, and planning work.
2. Mr. Yukihiro Kawamata is scheduled to be elected as an Outside Director of Japan Airport Terminal Co., Ltd. at
its Ordinary General Meeting of Shareholders to be held on June 28, 2023.
No.

Name, etc. of Director-5-Brief Personal Profile, Position and Responsibility in the Company, andSignificant Concurrent Positions
Apr. 1982 Joined the Company
Toshiaki Honda
Jun. 2011 Director, the Company
Jun. 2016 Executive Director, the Company
Date of birthJun. 2019 Director, Senior Managing Executive Officer, theJuly 12, 1958 (64 years old)
Company (present)
Jun. 2021 Representative Director, the Company
Tenure as Director
Apr. 2023 Office Manager, New Value Co-Creation Department, the12 years (At the conclusion ofCompany (present)
this General Meeting of[Reasonsfornominating the candidate for Director]
Shareholders)3Mr. Toshiaki Honda has extensive operating experience primarily in
Reappointment Number of Board of Directors leisure services business, and development projects, and is expected to
Meetings Attended
leverage his broad knowledge of corporate management, sales and
Male
13/13
marketing, and real estate and lifestyle services to enhance the corporate
value of the Company. He has served as Director of the Company since
Number of the Company’sJune 2011. The Company considers that he has properly performed hisshares owned
duties in decision-making on important business matters, supervising
21,200 Sharesbusiness execution, etc. and hence, has appointed him as a candidate for
Number of shares to be
Director.
provided under the stock
remuneration plan
6,875 SharesNo.

Name, etc. of Director

Brief Personal Profile, Position and Responsibility in the Company, andSignificant Concurrent Positions
Apr. 1988 Joined the Company
Kazuhide Sakurai
Jun. 2019 Executive Officer, the Company
Apr. 2022 Managing Executive Officer, the Company
Date of birthJun. 2022 Director, Managing Executive Officer, the Company
January 8, 1966 (57 years old)(present)
Tenure as Director
Apr. 2023 Senior General Manager, Development andAdministration of Facilities Headquarters, the Company
1 year (At the conclusion of this(present)
General Meeting of
Apr.
2023
In
charge of Railway Headquarters, the Company (present)
Shareholders)
4[Reasonsfornominating
the candidate for Director]
Reappointment Number of Board of Directors Mr. Kazuhide Sakurai has extensive operating experience primarily in the
Meetings AttendedMale
railway business, and is expected to leverage his broad knowledge of
10/10
sales, marketing and transportation to enhance the corporate value of the
Number of the Company’s
Company. He has served as Director of the Company since June 2022.
shares owned
The Company considers that he has properly performed his duties indecision-making on important business matters, supervising business
10,600 Shares
execution, etc. and hence, has appointed him as a candidate for Director.
Number of shares to beprovided under the stock
remuneration plan
4,900 SharesNo.

Name, etc. of Director

-6-

No.

5
New
Male

No.

6
New
Male

Brief Personal Profile, Position and Responsibility in the Company, andSignificant Concurrent Positions
Apr. 1988 Joined the Company
Yuichi Kaneko
Jun. 2012 General Manager, Development and Administration of
Facilities Headquarters, the Company
Date of birthJun. 2015 General Manager, Shinagawa Development Department,
the Company
April 18, 1965 (58 years old)
Jun. 2019 Executive Officer, the Company
Tenure as Director
Jun. 2021 Managing Executive Officer, the Company (present)−
Number of Board of Directors Apr. 2023 Office Manager, Management Strategy Department, theCompany (present)
Meetings Attended
Apr. 2023 In charge of Human Resources Strategy Department, the−Company (present)
Number of the Company’s[Reasons for nominating the candidate for Director]
shares owned
Mr. Yuichi Kaneko has extensive operating experience primarily in
7,900 Sharesdevelopment projects, and is expected to leverage his broad knowledge ofsales and marketing, and real estate and lifestyle services to enhance the
Number of shares to becorporate value of the Company. He has served as Executive Officer ofprovided under the stock
the Company since June 2019. The Company considers that he has
remuneration plan
appropriately performed his duties in business execution of the Company
5,275 Sharesand hence, the Company judges him to be qualified to serve as a Directorof the Company and has appointed him as a candidate for Director.
Name, etc. of Director

Brief Personal Profile, Position and Responsibility in the Company, andSignificant Concurrent Positions
Apr. 1988 Joined the Company
Hideki Takeya
Jun. 2013 General Manager, Personnel Department, the Company
Jun. 2020 Executive Officer, the Company
Date of birthJun. 2020 President, Keikyu Department Store Co., Ltd.
April 8, 1964 (59 years old)
Apr. 2023 Managing Executive Officer, the Company (present)
Tenure as Director
Apr. 2023 Senior General Manager, Railway Headquarters, theCompany (present)−
Number of Board of Directors Apr. 2023 In charge of Shinagawa Development Department,
Development and Administration of Facilities
Meetings Attended
Headquarters, the Company (present)−[Reasons for nominating the candidate for Director]
Number of the Company’s
Mr. Hideki Takeya has extensive operating experience primarily inshares owned
retailing business and human resources management, and is expected to
5,200 Sharesleverage his broad knowledge of corporate management, governance,
legal affairs, risk management, human resource development andNumber of shares to beorganizational strategy, sales and marketing, and real estate and lifestyleprovided under the stock
services to enhance the corporate value of the Company. He has served
remuneration plan
as Executive Officer of the Company since June 2020. The Company
4,400 Sharesconsiders that he has appropriately performed his duties in businessexecution of the Company and hence, the Company judges him to bequalified to serve as a Director of the Company and has appointed him
as a candidate for Director.
Name, etc. of Director-7-Brief Personal Profile, Position and Responsibility in the Company, andSignificant Concurrent Positions
Mar. 2017 Representative Director, Executive Vice President,
Yoshinori Terajima
NIPPON LIFE INSURANCE COMPANY
Mar. 2018 Director, NIPPON LIFE INSURANCE COMPANY
Date of birth(resigned in July 2018)
Apr. 2018 President, Representative Director, Taisay Building
January 2, 1959 (64 years old)Management Co., Ltd. (present)
Tenure as Outside Director
Jun. 2018 Director, the Company (present)
5 years (At the conclusion ofJan. 2022 Chairperson, Nomination and Remuneration Advisory
this General Meeting ofCommittee, the Company (present)
7
Shareholders)(Significant concurrent positions)
Reappointment
Number of Board of Directors President, Representative Director, Taisay Building Management Co.,
OutsideMeetings AttendedLtd.
Independent
13/13[Reasons for nominating the candidate for Outside Director andMale
expected role]
Number of the Company’s
As a former manager of a major life insurance company, Mr. Yoshinori
shares owned
Terajima has abundant experience and broad insight relating to fund
0 Sharesmanagement and investment projects, etc., and hence, the Company
expects him to play a role in leveraging his experience and insight in his
duties in supervising business execution, etc. of the Company. The
Company considers that he has properly performed his duties as Outside
Director of the Company since June 2018 and hence, has appointed him
as a candidate for Outside Director.
Notes: 1. Mr. Yoshinori Terajima satisfies the “Independence Criteria for Outside Officers” established by theCompany (Please see pages 12 and 13). He was formerly serving as Director of NIPPON LIFE INSURANCECOMPANY (resigned in July 2018), with which the Company has transactions such as borrowing of funds.
However, because the amount of such borrowing accounts for less than 10% of the total amount of borrowingof the Company, the company does not fall under the criteria for “a major lender of the Company” (afinancial institution or other large creditor that the Company was relying on, with no substitute, for its funds
procurement at the end of the most recent business year) as stipulated in the “Independence Criteria for
Outside Officers.”
2. He is the President and Representative Director of Taisay Building Management Co., Ltd., which conducts
transactions (real estate leasing business) that pertain to the category of the Company’s business.
3. The Company has designated him as an independent officer pursuant to the requirements of the Tokyo Stock
Exchange and has given notification thereof to the exchange.
4. The Company has entered into an agreement with him to limit his liability for damages pursuant to Article
423, paragraph 1 of the Companies Act, and the limit amount for liability for damages pursuant to theagreement is the minimum liability amount prescribed by laws and regulations. If he is elected as proposed,
the Company plans to conclude a limited liability agreement with the same content with him.
No.

Name, etc. of Director-8-Brief Personal Profile, Position and Responsibility in the Company, andSignificant Concurrent Positions
Apr. 2008 Professor, Graduate School of Law, Toyo University
Tamaki Kakizaki(resigned in March 2012)
Apr. 2012 Professor, Graduate School of International Social
Date of birth
Sciences, Yokohama National University(resigned in March 2014)
January 16, 1961 (62 years old)
Apr. 2014 Professor, School of Law, Meiji University
Tenure as Outside Director(present)
3 years (At the conclusion ofJun. 2016 Outside Director, Eisai Co., Ltd.
this General Meeting of(resigned in June 2020)
Shareholders)Jun. 2016 Outside Director, Mitsubishi Shokuhin Co., Ltd. (present)
Number of Board of Directors Jun. 2017 Outside Auditor, Japan Airport Terminal Co., Ltd.
Meetings Attended(resigned in June 2022)
13/13
Jun. 2019 Member of the Corporate Value Analysis Committee, theCompany (present)
Number of the Company’sJun. 2020 Director, the Company (present)
shares owned
Jun. 2021 Outside Director, The Akita Bank, Ltd. (present)
8
0 SharesJun. 2022 Outside Director (Audit and Supervisory Committee
Reappointment
Member), Japan Airport Terminal Co., Ltd. (present)
Outside(Significant
concurrent
positions)
Independent
Professor, School of Law, Meiji University
FemaleOutside Director (Audit and Supervisory Committee Member), Japan
Airport Terminal Co., Ltd.
Outside Director, Mitsubishi Shokuhin Co., Ltd.
Outside Director, The Akita Bank, Ltd.
[Reasons for nominating the candidate for Outside Director andexpected role]
Ms. Tamaki Kakizaki is a university professor specialized in the field ofinternal controls and internal audit and an outside officer of an airport
terminal building operation company, etc. She was an outside officer of amajor pharmaceutical company, and obtained abundant experience andbroad insight in these areas and hence, the Company expects her to play arole in leveraging her experience and insight in her duties in supervisingbusiness execution, etc. of the Company. The Company considers that she
has properly performed her duties as Outside Director of the Company
since June 2020 and hence, has appointed her as a candidate for Outside
Director.
Notes: 1. Ms. Tamaki Kakizaki satisfies the “Independence Criteria for Outside Officers” established by the Company(Please see pages 12 and 13). She serves as Outside Director of The Akita Bank, Ltd. but is not a businessexecutive. In addition, there are transactions, such as borrowing of funds, between the Company and The
Akita Bank, Ltd. However, because the amount of borrowing accounts for less than 10% of the total amountof borrowing of the Company, the company does not fall under the criteria for “a major lender of theCompany” (a financial institution or other large creditor that the Company was relying on, with no substitute,for its funds procurement at the end of the most recent business year) as stipulated in the “Independence
Criteria for Outside Officers.”
2. The Company has designated her as an independent officer pursuant to the requirements of the Tokyo Stock
Exchange and has given notification thereof to the exchange.
3. The Company has entered into an agreement with her to limit her liability for damages pursuant to Article
423, paragraph 1 of the Companies Act, and the limit amount for liability for damages pursuant to theagreement is the minimum liability amount prescribed by laws and regulations. If she is elected as proposed,
the Company plans to conclude a limited liability agreement with the same content with her.
No.

Name, etc. of Director-9-Brief Personal Profile, Position and Responsibility in the Company, andSignificant Concurrent Positions
Dec. 2001 President, Representative Director, IPSe Marketing, Inc.
Sawako Nohara(present)
Jun. 2006 Outside Director, NEC Corporation (resigned in June
Date of birth
2012)
January 16, 1958 (65 years old) Oct. 2009 Project Professor, Graduate School of Media andGovernance, Keio University (resigned in September 2019)
Tenure as Outside Director
Jun. 2012 Outside Audit & Supervisory Board Member, Sompo
2 years (At the conclusion ofJapan Insurance Inc. (resigned in June 2013)
this General Meeting ofJun. 2013 Outside Director, NKSJ Holdings, Inc. (current Sompo
Shareholders)
Holdings, Inc.) (resigned in June 2021)
Number of Board of Directors Jun. 2014 Outside Director, JAPAN POST BANK Co., Ltd.
Meetings Attended(resigned in June 2020)
13/13
Jun. 2018 Outside Audit & Supervisory Board Member, TOKYOGAS CO., LTD. (resigned in June 2021)
Number of the Company’sJun. 2019 Member of the Board (Outside), DAIICHI SANKYO
shares owned
COMPANY, LIMITED (present)
0 Shares
Apr. 2020 Project Professor, Graduate School of Media and9Governance, Keio University (resigned in March 2022)
Reappointment
Jun.
2021
Director,
the Company (present)
OutsideJun. 2021 Outside Director, TOKYO GAS CO., LTD.
Independent(resigned in June 2022)
FemaleJun. 2022 Outside Director, Resona Holdings, Inc. (present)(Significant concurrent positions)
President, Representative Director, IPSe Marketing, Inc.
Member of the Board (Outside), DAIICHI SANKYO COMPANY,
LIMITED
Outside Director, Resona Holdings, Inc.
[Reasons for nominating the candidate for Outside Director andexpected role]
Ms. Sawako Nohara is a manager of a company related to business andmarketing strategies in the IT business and an outside officer of a major
pharmaceutical company, etc. She is an expert member of government
committees, and obtained abundant experience and broad insight in theseareas and hence, the Company expects her to play a role in leveraging her
experience and insight in her duties in supervising business execution, etc.
of the Company. The Company considers that she has properly performed
her duties as Outside Director of the Company since June 2021 andhence, has appointed her as a candidate for Outside Director.
Notes: 1. Ms. Sawako Nohara satisfies the “Independence Criteria for Outside Officers” established by the Company(Please see pages 12 and 13). She serves as Outside Director of Resona Holdings, Inc., but is not a businessexecutive. In addition, there are transactions, such as borrowing of funds, between the Company and Resona
Bank, Limited, a subsidiary of Resona Holdings, Inc. However, because the amount of borrowing accounts
for less than 10% of the total amount of borrowing of the Company, the company does not fall under thecriteria for “a major lender of the Company” (a financial institution or other large creditor that the Company
was relying on, with no substitute, for its funds procurement at the end of the most recent business year) as
stipulated in the “Independence Criteria for Outside Officers.”
2. The Company has designated her as an independent officer pursuant to the requirements of the Tokyo Stock
Exchange and has given notification thereof to the exchange.
3. The Company has entered into an agreement with her to limit her liability for damages pursuant to Article
423, paragraph 1 of the Companies Act, and the limit amount for liability for damages pursuant to theagreement is the minimum liability amount prescribed by laws and regulations. If she is elected as proposed,
the Company plans to conclude a limited liability agreement with the same content with her.
No.

Name, etc. of Director- 10 -

Proposal No. 3: Election of one (1) Audit & Supervisory Board Member
Among the four (4) Audit & Supervisory Board Members currently in office, the term of office of Mr.
Yuichiro Hirokawa will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we
propose that one (1) Audit & Supervisory Board Member be elected.
The candidate for Audit & Supervisory Board Member is as follows.
The Company has already received the approval for this proposal from the Audit & Supervisory Board.
Name, etc. of Audit & Supervisory Board
MemberBrief Personal Profile, Position in the Company, and Significant
Concurrent Positions
Apr. 1984 Joined the Company
Kazuo Urabe
Jun. 2015 Director, the Company (present)
Jun. 2015 In charge of Personnel Department (current the Human
Date of birth
Resources Strategy Department), the Company
November 3, 1961 (61 years old) Jun. 2019 Director, Managing Executive Officer, the Company
Jun. 2019 In charge of Accounts and Finance Department, theTenure as Audit &Company
Supervisory Board Member
Jun.
2021
OfficeManager, Management Strategy Department, the−Company
Number of Board of Directors
Apr. 2022 Director, Senior Managing Executive Officer, theMeetings Attended
CompanyNew
13/13[Reasons for nominating the candidate for Audit & Supervisory Board
Male
Number of Audit &Member]Supervisory Board Meetings Mr. Kazuo Urabe has extensive operating experience primarily in railway
operations, accounting, human resources, and general affairs , and is
Attended
expected to leverage his broad knowledge of finance and accounting, and−governance, legal affairs, and risk management to perform audits of the
Number of the Company’s
execution of duties by Directors in an accurate, fair, and efficient manner.
shares owned
He serves as Director of the Company since June 2015. The Company
9,300 Sharesconsiders that he has properly performed his duties in decision-making
Number of shares to beon important business matters, supervising business execution, etc. andhence, judges him to be qualified to serve as an Audit & Supervisory
provided under the stock
Board Member of the Company and appointed him as a candidate forremuneration plan
Audit & Supervisory Board Member.
6,575 Shares
Notes: 1. In addition to the number of Board of Directors meetings, one written resolution was deemed to have been
passed by the Board of Directors in accordance with the provisions of Article 370 of the Companies Act andArticle 27 of the Company’s Articles of Incorporation.
2. The Company has entered into a directors and officers liability insurance policy as provided for in Article
430-3, paragraph 1 of the Companies Act with an insurance company. The new candidate is insured under thepolicy. The new candidate will be an insured under the policy if he is elected. For details of the insurance
policy, please refer to “1. Names, etc. of Directors and Audit & Supervisory Board Members” (Notes) 15 insection “IV Officers” of the Business Report, and the Company plans to renew the policy after this General
Meeting of Shareholders.
3. The Company has introduced a stock remuneration plan for Directors (excluding Outside Directors) and
Executive Officers, and the planned number of shares to be provided under the plan to the candidate when heretires from Director is stated together with the number of the Company’s shares owned.

- 11 -

[Reference 1]
Independence Criteria for Outside Officers
Outside Directors or Outside Audit & Supervisory Board Members of the Company must not fall under anyof the following categories if they are to be considered independent.
1. A person executing business of the Company and its group companies (hereinafter, collectively the“Company”)
2. A major shareholder of the Company, or a person who executes business of a company that is a major
shareholder of the Company
3. A person who is a major lender of the Company, or a person who executes business of a company thatis a major lender partner
4. A person for whom the Company is a major trading partner or an executive officer of a company forwhich the Company is a major trading partner
5. A person who is a major trading partner of the Company or a person who executes business of acompany which is a major trading partner of the Company
6. A person receiving donations or financial assistance in an amount exceeding a certain threshold fromthe Company, or a director or other person executing business of a corporation, or group such as aunion, etc. receiving donations or financial assistance in an amount exceeding a certain threshold fromthe Company
7. An attorney-at-law, certified accountant, tax accountant or consultant who receives money or otherproperty benefits in an amount exceeding a certain threshold from the Company other than director
remuneration
8. A person who belongs to a corporation, such as a law firm, audit corporation, tax accountant
corporation, or consulting firm; or a group, such as a union, which receives money or other property
benefits in an amount exceeding a certain threshold from the Company
9. A person executing business of another company with which the Company has a mutual appointment
relationship related to an Outside Director or an Outside Audit & Supervisory Board Member
10. A person who has fallen under the category described in Item 1 above in the past 10 years, ora person who has fallen under the category described in any of Items 2 to 9 above in the past 5 years
11. If a person with an important position falls under the category described in any of Items 1 to 9 above,
then the spouse or relative within the second degree of kinship of such person
Notes:
1.

The term “person executing business” refers to an “executive director, executive officer, manager, or person or
employee equivalent to this.”2.

The term “major shareholder” in Item 2 means “a person (or a company) who holds 10% or more of the total voting
rights of the Company directly or indirectly at the end of the most recent business year.”3.

The term “a person (or a company) who is a major lender of the Company” in Item 3 means “a financial institution orother large creditor that the Company was relying on, with no substitute, for its fund procurement at the end of the mostrecent business year.”

4.

The term “a person (or a company) for whom/which the Company is a major trading partner” in Item 4 means a “person(or a company) who has received payments from the Company in an amount equivalent to 2% or more of theconsolidated annual net sales of that person (or company) in the most recent business year.”

5.

The term “a person (or a company) who is a major trading partner of the Company” in Item 5 means a “person (or acompany) who has made payments to the Company in an amount equivalent to 2% or more of the consolidated annual
net sales of the Company in the latest business year.”- 12 -

6.

The term “a certain threshold” in Items 6 and 7 means “10 million yen in the most recent business year.”

7.

The term “a certain threshold” in Item 8 means “2% of the total net sales of the corporation, or group such as a union in
the latest business year.”

8.

The term “mutual appointment relationship” in Item 9 means “a relationship where the person executing business of theCompany in the most recent business year is an outside director or an outside Audit & Supervisory Board Member ofanother company and a person who executes business of that other company is an Outside Director or an Outside Audit& Supervisory Board Member of the Company.”

9.

The term a “person with an important position” in Item 11 means “a person holding a position of general manager orhigher with authority equivalent to that of a person who executes business.”

10. Any matters not stated herein that may significantly affect the judgment of independence shall be managed in an
appropriate manner.

- 13 -

[Reference 2]
Skills Matrix
In light of its medium- to long-term management strategy and management issues, the Company has set out
the skills (knowledge, experience, and capabilities) expected of Directors and Audit & Supervisory Board
Members.
Inside directors are required to have skills related to business and administrative divisions and a deep
understanding of the Company’s business. In addition, outside directors are expected to have expertise,extensive experience and a broad range of knowledge that can be utilized in the supervision of businessexecution.
Audit & Supervisory Board Members are required to have expertise, extensive experience and a broad
knowledge for conducting audits of management.
Provided that Proposal No. 2 and Proposal No. 3 are approved as proposed at this General Meeting of
Shareholders, the skills of Directors and Audit & Supervisory Board Members will be as follows.
Human

Name

SustainabiliGovernance/
ICT
resource
Real estate/
Current position in the Corporatety/Finance/ Legal affairs/
Sales/
DigitalTransportadevelopment/
LifestyleCompany
management BusinessAccounting
Risk
Marketing Transformtion
Organizational
services
strategy
management
ation
strategy

KazuyukiHaradaYukihiro
Kawamata

Toshiaki
Honda
Kazuhide
Sakurai
Yuichi
KanekoHidekiTakeyaChairperson of the
Board(Representative
Director)
President(Representative
Director)
President andExecutive Officer
Director
Senior Managing
Executive Officer
Director
Managing Executive
Officer
Director
Managing Executive
Officer
Director
Managing Executive
Officer

Yoshinori
Terajima

Director(Outside/Independent)

TamakiKakizakiDirector(Outside/Independent)

SawakoNoharaDirector(Outside/Independent)

Osamu
HaradaKazuo
Urabe
TakashiSuetsuna
Osamu
Sudoh

Standing Audit &Supervisory Board
Member(Outside/Independent)
Standing Audit &Supervisory Board
MemberAudit & Supervisory
Board Member(Outside/Independent)
Audit & Supervisory
Board Member(Outside/Independent)

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

○

●

●

○

○

○

●

●

●

●
●

●

●

●

●

●

●

●
●

○
●

○

●

●

●

●
●

●

●

●

●
●

○

●

●

●

●

●

●

●

●

●

●

- 14 -●●

The Company has introduced an executive officer system. The following table shows the skills of executive
officers who do not concurrently serve as directors.
Human

Current position in the
Company

Name

Corporate
management

SustainabiliGovernance/
ICT
resource
Real estate/ty/
Finance/ Legal affairs/
Sales/
DigitalTransportadevelopment/
LifestyleBusiness
Accounting
Risk
Marketing Transformtion
Organizational
services
strategy
management
ation
strategy

Masahito
NomuraExecutive Officer

IsaoSugiyama

Executive Officer

Akio
TakeuchiExecutive Officer

Motohiko
Sakasai

Executive Officer●

YoshioAono

Executive Officer●

Notes:

1.
2.

●

●
●

○

●

●
●

●

●

●

●

●

A “○” check mark signifies skills to be developed going forward as the officer in charge.
The above matrix does not represent all the skills possessed by Directors, Audit & Supervisory Board
Members, and executive officers who do not concurrently serve as directors.

The reasons for selecting each skills are as follows.
SkillsReasons for selection

Corporate management

To appropriately fulfill management supervisory roles and to respond to sudden changes in thebusiness environment based on experience in the business management of the Company, majorGroup companies, and outside companies.

Sustainability/
Business strategy

To formulate and advance strategies that contribute to the sustained growth of the Group andthe enhancement of corporate value over the medium to long term.

Finance/
Accounting
Governance/
Legal affairs/
Risk management
Human resource
development/
Organizational strategy

To ensure the appropriateness and accuracy of financial reporting, to maintain financial
soundness, and to formulate and advance financial strategies that realize development projects
around Shinagawa Station and other large-scale growth investments.
To build a corporate structure that is resilient to risk by possessing a knowledge of governanceas the foundations of business management while accurately identifying management risks andtaking appropriate countermeasures.
To transform into a team of professionals that welcomes diverse values and workstyles andpromptly creates new value that aligns with changes in the business environment.

Sales/
Marketing

To become a corporate group that is the preferred choice of customers through increased
efforts to meet emerging demand and through the creation of high-value-added services thattarget latent demand.

ICT/
Digital Transformation

To improve services by utilizing data and to realize low-cost operations and advance businessco-creation inside and outside the Group by actively using digital technologies.

Transportation
Real estate/
Lifestyle services

To ensure core businesses to provide and sustain services that both meet public needs andrealize profitability and that reflect policies on timetables, fares, and low-cost operations and todevelop a mobility platform that provides comfortable, seamless mobility services.
To form a community creation platform that creates flows of people and goods and to realize
synergy benefits with the mobility platform through continued promotion of town developmentthat establishes virtuous cycles among the Group’s businesses.

- 15 -

[Reference 3]
Matters concerning Cross-shareholdings
1. Policy on Cross-shareholdings
The Company’s policy is to maintain cross-shareholdings if there is a meaningful argument to be madewith regard to business cooperation, the building and strengthening of collaborative relationships, andthe Company’s business strategy that such cross-shareholdings contribute to sustained growth of thebusiness and the raising of corporate value over the medium to long term. If the meaning of holding a
stock diminishes, the relevant cross-shareholding will be gradually reduced, and cross-shareholding is
reduced accordingly as follows. Annually, the rationale for holding each stock is subject to bothquantitative and qualitative verification at meetings of the Board of Directors, resulting in acomprehensive decision as to whether to maintain a particular cross-shareholding and as to the numberof shares that should be held.
The Company aims to reduce the amount of cross-shareholdings (including deemed holding of shares)(hereafter, the “holdings rate”) down to no more than 20% of consolidated net assets by the end of
FY2023, which is the final year of the medium-term management plan. The holdings rate as of the endof the current term was 24.30%.
2. Status of Cross-shareholdings (as of March 31, 2023)
Category

Total carrying
amount(Millions of yen)

FY201999th Term

Specified equity
securities
Deemed holdingsof equity securities
Total amountHoldings rate (%)

Specified equity
securities
Deemed holdingsof equity securities
Total

FY2020100th Term

FY2021101st Term

FY2022102nd Term (FYE
March 31, 2023)

43,03046,83639,184

31,16934,096

43,57740,85235,273

77,12790,41380,03666,442

16.08

18.81

15.25

11.40

12.74

17.50

15.90

12.90

28.82

36.30

31.16

24.30

36.30%
31.16%

28.82%

24.30%- 16 -

Consolidated Balance Sheet(As of March 31, 2023)
Item
AssetsAmountItem
Liabilities
Current liabilities
Notes and accounts payable - trade
Short-term borrowings
Current portion of bonds payable
Income taxes payable
Advances received
Provision for bonuses

Current assets
Cash and deposits
Notes and accounts receivable - trade,and contract assets
Merchandise and finished goods
Land and buildings for sale in lots
Work in process
Raw materials and supplies

134,727
57,119Other
Allowance for doubtful accounts

5,535
(128)

14,181
2,008
54,802896
312

Provision for bonuses for directors(and other officers)

Other provisions
Other
Non-current assets
800,692
Non-current liabilities
Property, plant and equipment
644,786
Bonds payable
Buildings and structures, net
313,521Long-term borrowings
Deferred tax liabilities
Machinery, equipment and35,069vehicles, net.
Provision for retirement benefits for
directors (and other officers)Land
175,259
Construction in progress
114,416
Retirement benefit liability
Other, net
6,519
Long-term deferred contribution for
construction
Intangible assets
8,300
Investments and other assets
147,605
Reserve for dismantling costs
Investment securities
84,591Other
Long-term loans receivable
714
Total liabilities
Deferred tax assets
6,525
Net assets
Retirement benefit asset
35,086
Shareholders’ equity
Other
20,842
Share capital
Allowance for doubtful accounts(155)
Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive
incomeValuation difference on available-forsale securities
Foreign currency translation
adjustment
Remeasurements of defined benefit
plans
Non-controlling interests
Total net assets
Total assets
935,420
Total liabilities and net assets
Note: The figures presented are rounded down to the nearest million yen.

- 17 -(Millions of yen)Amount222,775
27,560122,733
30,000
3,765
6,832
1,584
68
105
30,126439,192
105,000
229,717
5,011
284
11,341
69,294
4,109
14,434
661,968
252,240
43,73844,158165,164(821)
18,845
7,758
385
10,701
2,366
273,452
935,420

Consolidated Statements of Income(From April 1, 2022 to March 31, 2023)(Millions of yen)
Item

AmountOperating revenue
Operating expenses
Operating expenses and cost of sales of transportation
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest and dividend income
Share of profit of entities accounted for using equity method
Gain on sales of investment securities
Subsidy income
Other
Non-operating expenses
Interest expenses
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Contribution received for construction
Other
Extraordinary losses
Loss on tax purpose reduction entry of non-current assets
Loss on retirement of non-current assets
Impairment losses
Other
Profit before income taxes
Income taxes - current
Income taxes - deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent
Note: The figures presented are rounded down to the nearest million yen.

- 18 -

253,005
203,397
38,788

536
486
3,425
119
1,143
3,645
650

13,204
1,858
1
1,858
1,531
1,232
323
6,775
(264)

242,186
10,819

5,710

4,296
12,23315,064

4,945
22,352
6,510
15,841
23
15,817

Non-consolidated Balance Sheet(As of March 31, 2023)
Item
AssetsAmountItem
Liabilities
Current assets
93,409Current liabilities
Cash and deposits
41,285
Short-term borrowings
Railway fares receivables
842
Current portion of bonds payable
Accounts receivable
2,797
Accounts payable - other
Short-term loans receivable
9,382
Accrued expenses
Land and buildings for sale in lots
36,378Consumption taxes payable
Prepaid expenses
2,122
Income taxes payable
Other current assets
599
Inter-line fares received
Deposits received
Prepaid fares received
Advances received
Unearned revenue
Other provisions
Deposits received from subsidiaries
and associates
Other current liabilities
Non-current assets
737,951
Non-current liabilities
Non-current assets - railway
315,005
Bonds payable
Long-term borrowings
Non-current assets - real estate,
115,738
leisure services
Provision for retirement benefits
Non-current assets - affiliated20,582
Provision for loss on business of
subsidiaries and associates
Construction in progress
118,850
Investments and other assets
167,773
Long-term deferred contribution for
construction
Shares of subsidiaries and associates
43,006
Investment securities
63,199Asset retirement obligations
Provision for expenses for
Investments in other securities of
4,777
dismantlingsubsidiaries and associates
Long-term loans receivable
21,466
Other non-current liabilities
Prepaid pension costs
17,929Total liabilities
Deferred tax assets
1,000
Net assets
Other
17,599
Shareholders’ equity
Allowance for doubtful accounts(1,204)
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for tax purpose reduction
entry of non-current assets
General reserve
Retained earnings brought forward
Treasury shares
Valuation and translation adjustments
Valuation difference on available-forsale securities
Total net assets
Total assets
831,360
Total liabilities and net assets
Note: The figures presented are rounded down to the nearest million yen.

- 19 -(Millions of yen)Amount267,584
122,733
30,00022,383
4,454
615
1,530
152
1,115
3,383
2,676
570
105
69,0928,770
416,224
105,000
229,717
181
737
69,294
870
4,109
6,314
683,808
139,879
43,73840,363
17,861
22,502
56,571
6,665
49,905
10,7502,050
37,105
(794)
7,672
7,672
147,552
831,360

Non-consolidated Statements of Income(From April 1, 2022 to March 31, 2023)(Millions of yen)
Item

AmountRailway:
Operating revenue
Operating expenses
Operating profit
Real estate and leisure services:
Operating revenue
Operating expenses
Operating profit
Operating profit - all businesses
Non-operating income
Interest and dividend income
Gain on sales of investment securities
Other revenue
Non-operating expenses
Interest expenses
Other expenses
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Contribution received for construction
Gain on liquidation of subsidiaries and associates
Extraordinary losses
Loss on tax purpose reduction entry of non-current assets
Loss on retirement of non-current assets
Impairment losses
Profit before income taxes
Income taxes - current
Income taxes - deferred
ProfitNote: The figures presented are rounded down to the nearest million yen.

- 20 -

68,718
68,102615
35,772
32,944
2,827
3,443
1,809
3,425
784
3,695
604

6,600
1,458
156
1,458
792
451

6,019

4,299
5,163

8,214

2,702
10,675
3,371
(579)
7,883