This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 9031
June 6, 2024
Date of commencement of electronic provision measures: May 23, 2024
To Shareholders with Voting Rights:
Koichi Hayashida
President and CEO
Nishi-Nippon Railroad Co., Ltd.
3-5-7 Hakataekimae, Hakata Ward,
Fukuoka CityNOTICE OF
THE 184th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 184th Annual General Meeting of Shareholders of Nishi-Nippon Railroad
Co., Ltd. (the “Company”) will be held as described below.
When convening this General Meeting of Shareholders, the Company has taken electronic provision
measures to provide the information contained in the Reference Documents for the General Meeting of
Shareholders (the “matters subject to the electronic provision measures”) in electronic format and has
posted this information on the following websites on the Internet. Please access either of the websites toreview the information.
The Company’s website: https://www.nishitetsu.co.jp/en/ir/stock/meeting.html
The Tokyo Stock Exchange (TSE) website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, please access the above website, input the issue name (company name) or
securities code, click “Search,” then click “Basic information,” and select “Documents for public
inspection/PR information.”
If you are not attending the meeting in person, you may exercise your voting rights in writing or via theInternet in advance. Please review the attached “Reference Documents for the General Meeting of
Shareholders” and exercise your voting rights by 6:00 p.m. on Wednesday, June 26, 2024, Japan time.

-1-1. Date and Time:
2. Place:

Thursday, June 27, 2024 at 10:00 a.m. Japan time
(The reception desk will open at 9:00 a.m.)
8F Saiun-no-ma, Solaria Nishitetsu Hotel Fukuoka,
2-2-43, Tenjin, Chuo Ward, Fukuoka City

3. Meeting Agenda:
Matters to be reported: The Business Report, Non-Consolidated Financial Statements,
Consolidated Financial Statements for the Company’s 184th Fiscal Year
(April 1, 2023 - March 31, 2024), and results of audits by the Accounting
Auditor and the Audit & Supervisory Committee of the Consolidated
Financial Statements
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Five (5) Directors who are not Audit & Supervisory Committee
Proposal 2:
Members
Election of Five (5) Directors who are Audit & Supervisory Committee
Proposal 3:
Members
Allotment of Share Options Without Contribution for the Countermeasure
Proposal 4:
Policy Against Large-Scale Acquisitions of Company Shares◼ Among the matters subject to the electronic provision measures, the following matters are notpresented in the documents provided to shareholders who have requested the delivery of documents inaccordance with the provisions of laws and regulations and Article 18, Paragraph (2) of the Articles ofIncorporation of the Company. These matters are included in the Business Report, Consolidated
Financial Statements and Non-Consolidated Financial Statements audited by the Audit & Supervisory
Committee and the Consolidated Financial Statements and Non-Consolidated Financial Statements
audited by Accounting Auditor.
 The Business Report
Particulars Regarding the Company’s Share Options, etc.
The System to Ensure the Appropriateness of the Company’s Business and the Status ofOperation of Such System
Basic Policies Regarding the Way a Person is to Control the Determination of Financial andBusiness Policies of the Company
 Consolidated Financial Statements
Consolidated Statement of Changes in Equity
Notes to the Consolidated Financial Statements
 Non-Consolidated Financial Statements
Non-Consolidated Statement of Changes in Equity
Notes to the Non-Consolidated Financial Statements◼ If any amendments are made to matters subject to the electronic provision measures, such amendments
will be posted on the websites of the Company and TSE.
◼ We may limit the number of questions from shareholders to conduct the proceedings smoothly.
◼ The video of the briefing of matters to be reported in the General Meeting of Shareholders will be
distributed on the Company’s website at a later date.

-2-

Guide to Exercise Your Voting Rights
If you are attending the meeting:Date and Time of the Meeting: Thursday, June 27, 2024, at 10:00 a.m. Japan time
(The reception desk will open at 9:00 a.m.)
Please bring the enclosed Voting Rights Exercise Form and submit it at the reception desk.
• If you exercise your voting rights by proxy, the proxy needs to be another shareholder with voting
rights. The proxy will be required to present written proof of their power of attorney.

If you are unable to attend the meeting:
Voting by postal mailVoting Deadline: Arrival by 6:00 p.m. on Wednesday, June 26, 2024, Japan time
Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights Exercise
Form and return it to the Company so that it arrives by the voting deadline.
• If there is no indication for approval or disapproval of a proposal in the Voting Rights Exercise Form,it shall be deemed as an intention of approval.
Voting via the Internet
Voting Deadline: Entry by 6:00 p.m. on Wednesday, June 26, 2024, Japan time
Please enter your approval or disapproval of the proposals on the website for voting designated by theCompany.
• If you exercise your voting rights both in writing and via the Internet, the voting rights exercised via
the Internet shall be deemed valid.
• If you exercise your voting rights more than once via the Internet, the last vote shall be deemed valid.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

With regards to the Company’s appropriation of surplus, the basic policy is to constantly pay stabledividends while taking into consideration the increase of internal reserves that are required fordeveloping our future business and enhancing the business structure.
Based on such views, we would like to set the year-end dividend for the fiscal year ended March 31,
2024, at ¥22.50 per share consisting of a commemorative dividend of ¥5 for the 100th anniversary of the
opening of our railway in addition to an ordinary dividend of ¥17.50 considering the operational resultsof the fiscal year under review. Therefore, the annual dividend will be ¥40 per share together with theinterim dividend of ¥17.50.
1. Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and the total amount¥22.50 per share of the Company’s common stock
Total amount: ¥1,779,657,817(3) Effective date of dividends of surplus
June 28, 2024
2. Other matters concerning the appropriation of surplus(1) Item of surplus to decrease and its amount
Retained earnings brought forward:¥17,000,000,000(2) Item of surplus to increase and its amount
General reserve:¥17,000,000,000(Reference) Changes in annual dividends per share-4-Proposal 2:

Election of Five (5) Directors who are not Audit & Supervisory Committee Members

Upon the close of this General Meeting of Shareholders, the terms of office of all five (5) Directors who
are not Audit & Supervisory Committee members will expire. Accordingly, shareholders are requested toelect five (5) Directors who are not Audit & Supervisory Committee members.
This proposal has been deliberated on by the Nomination and Remuneration Advisory Committee, themajority of whose members are Outside Directors, and decided on by the Board of Directors.
This proposal has also been reviewed by the Audit & Supervisory Committee, and no special opinions
were expressed.
The candidates for the position of Director who is not an Audit & Supervisory Committee member are
as follows:

No.

Name

1

Sumio Kuratomi[Reappointment]

2

Koichi Hayashida[Reappointment]

3

Koichiro Toda

[Reappointment]

4

Satoru Matsufuji[Reappointment]

Kikuyo Tsuno[Reappointment][Outside][Independent]5

Current positions and responsibilities at theCompany

Representative Director and Chairman
Chairman of the Board
President and CEO
Operations in general; Audit Department
Representative Director, Executive Vice
President
Assistant to President (Operations ingeneral); Safety Relief Promotion
Department and Personnel Affairs
Department
Director of the Board, Managing Executive
Officer
Railway Transportation Business Division;
Director of Railway Transportation Business
Division
Director of the Board

Attendanceat theBoard ofDirectors
meetings in
FY2023
100%
100%

100%

100%

100%
(Note)(Note) Ms. Kikuyo Tsuno was elected as a Director of the Board at the 183rd Annual General
Meeting of Shareholders held on June 29, 2023, and assumed the office on the same day. Her
attendance is for the Board of Directors meetings held from that date.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions[Career summary and positions]
April 1978
Joined the Company
June 2008
Director of the Board, Executive Officer
June 2011
Director of the Board, Managing Executive
Officer[Reappointment]
June 2013
Representative Director and President
June 2016
President and CEO
April 2021
Representative Director and Chairman (present
14,200position)[Responsibilities]
Chairman of the Board[Significant concurrent positions]
Chairman, Kyushu Economic Federation
Outside Director, Kyudenko Corporation
Outside Director, The Torigoe Co., Ltd.
Outside Director, The Bank of Fukuoka, Ltd.
[Reason for nomination as candidate for Director and expected roles]
Mr. Sumio Kuratomi has been involved in management of the Company for 16 years since he assumed theposition of Director of the Board, Executive Officer in June 2008. As such, he has abundant experience andinsight into corporate management.
While assuming the positions of Representative Director and President in June 2013 and then Representative
Director and Chairman in April 2021 (to the present), he has taken on management responsibility of theCompany. Since April 2021, he has also overseen the Company’s management in general in his capacity as
Chairman of the Board.
We believe that, based on his abundant experience and insight, Mr. Sumio Kuratomi is capable ofstrengthening the monitoring and decision-making functions of the Board of Directors as he properly
conducts proceedings of the Board of Directors meetings in his capacity as the Chairman of the Board.
Accordingly, we propose his reappointment as Director of the Board of the Company.
Sumio Kuratomi(August 13, 1953)

1

Number ofshares of theCompany held

(Note)

There is no special interest between Mr. Sumio Kuratomi and the Company.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Koichi Hayashida(September 5, 1965)[Career summary and positions]
Joined the Company
April 1988
Executive Officer
June 2016
April 2018
Senior Executive Officer
June 2018
Director of the Board, Senior Executive Officer
Director of the Board, Senior Managing
April 2020
Executive Officer
April 2021
President and CEO (present position)[Responsibilities]
Operations in general; Audit Department[Significant concurrent positions]
Outside Director, RKB Mainichi Holdings Corporation[Reappointment]

2

Number ofshares of theCompany held

10,100[Reason for nomination as candidate for Director and expected roles]
Mr. Koichi Hayashida has been involved in management of the Company for six (6) years since he assumed
the position of Director of the Board in June 2018. As such, he has abundant experience and insight into
corporate management. Since assuming the position of President and CEO in April 2021, Mr. Koichi Hayashidahas been overseeing the Company’s operations in general.
We believe that, in his capacity as President and CEO, he is capable of addressing the business environment,
which has changed significantly after the COVID-19 pandemic, with such abundant experience and insight,
while at the same time properly directing large projects, including the ongoing Fukuoka Building Block
Development Project, thus realizing sustainable growth and enhancement of corporate value of the Group overthe medium- to long-term. Accordingly, we propose his reappointment as Director of the Board of theCompany.
(Note)

There is no special interest between Mr. Koichi Hayashida and the Company.

-7-

No.

Name
(Date of birth)
Koichiro Toda
(January 22, 1963)[Reappointment]

3

Career summary, positions, responsibilities,
and significant concurrent positions[Career summary and positions]
April 1986
Joined the Company
June 2016
Executive Officer
April 2018
Senior Executive Officer
Director of the Board, Senior Executive Officer
June 2018
Director of the Board, Senior Managing
April 2020
Executive Officer
June 2020
Senior Managing Executive Officer
April 2021
Executive Vice President
June 2021
Representative Director, Executive Vice
President (present position)[Responsibilities]
Assistant to President (Operations in general); Safety Relief
Promotion Department and Affairs Department

Number ofshares of theCompany held

9,100

[Reason for nomination as candidate for Director and expected roles]
Mr. Koichiro Toda has been involved in management of the Company for two (2) years since he assumed
the positions of Director of the Board in June 2018 and Representative Director in June 2021. As such, he hasabundant experience and insight into corporate management.
In April 2021, Mr. Koichiro Toda assumed the role of Executive Vice President, assisting the President and
CEO in the Company’s operations in general, and is currently in charge of the Safety Relief Promotion
Department and Affairs Department.
We believe that, with his abundant experience and insight, Mr. Koichiro Toda is capable of strengthening themonitoring and decision-making functions of the Board of Directors and contributing to the sustainable growthof the Group and to the enhancement of corporate value over the medium- to long-term by continuously
assisting the President and CEO, who leads the Transportation and Urban Development Business and the
Global Business, in his capacity as Executive Vice President. Accordingly, we propose his reappointment as
Director of the Board of the Company.
(Note)

There is no special interest between Mr. Koichiro Toda and the Company.

-8-

No.

Name
(Date of birth)

Satoru Matsufuji(September 5, 1964)[Reappointment]

4

Career summary, positions, responsibilities,
and significant concurrent positions[Career summary and positions]
April 1987
Joined the Company
July 2012
Representative Director and President of Nishitetsu
Station Service Co., Ltd.
July 2015
Deputy Director of Railway Transportation
Business Division, General Manager of Marketing
Planning Department, the Company
April 2018
Executive Officer, Deputy Director of Railway
Transportation Business Division, General
Manager of Marketing Planning Department
June 2020
Director of the Board, Executive Officer, Deputy
Director of Railway Transportation Business
Division, General Manager of Marketing Planning
Department
Director of the Board, Executive Officer, Deputy
April 2021
Director of Railway Transportation Business
Division, General Manager of Planning
Department
April 2023
Director of the Board, Managing Executive Officer(present position)[Responsibilities]
Railway Transportation Business Division; Director of Railway
Transportation Business Division[Significant concurrent positions]
Outside Director, Fuji P.S Corporation

Number ofshares of theCompany held

4,000

[Reason for nomination as candidate for Director and expected roles]
Mr. Satoru Matsufuji joined the Company in 1987 and has since been engaged in the railway transportation
business. He is currently a Managing Executive Officer in charge of the Railway Transportation Business
Division where he has garnered abundant work experience and impressive accomplishments in the railway
transportation business.
We believe that, based on this work experience and insight, Mr. Satoru Matsufuji is capable of strengthening
the monitoring and decision-making functions of the Board of Directors, overseeing the railway transportation
business, and contributing to the sustainable growth of the Group and to the enhancement of corporate value
over the medium- to long-term as a management executive for the sake of the safety assurance of transportation
services by reflecting his perspectives as the safety manager of the railway transportation business. Accordingly,
we propose his reappointment as Director of the Board of the Company.
(Note)

There is no special interest between Mr. Satoru Matsufuji and the Company.

-9-

Name
(Date of birth)

No.

Kikuyo Tsuno(June 6, 1965)[Reappointment][Outside][Independent]

4

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

[Career summary and positions]
July 2017
Deputy General Manager of Human Resource
Vitalization Division, Business Solution
Headquarters; General Manager of PlanningGroup, Kyushu Electric Power Co., Inc.
June 2018
General Manager of Corporate Strategy Division(Group organizational strategy)
July 2020
General Manager of Human Resource Vitalization
Division, Business Solution Headquarters (Labor
management)
June 2022
Specially Appointed Audit & Supervisory
Committee Member (present position)
June 2023
Executive Officer; General Manager of Human
Resource Vitalization Division, Business Solution
Headquarters (present position)
June 2023
Director of the Board, the Company (present
position)[Significant concurrent positions]Executive Officer, Kyushu Electric Power Co., Inc.

600

[Reason for nomination as candidate for Director and expected roles]
Ms. Kikuyo Tsuno currently serves as Executive Officer, General Manager of Human Resource Vitalization
Division, Business Solution Headquarters at Kyushu Electric Power Co., Inc., and has gained abundant
experience and insight into human resources, labor management, and corporate planning through her work
there. She has also provided valuable opinions in her capacity as the Company’s Outside Director who is not an
Audit & Supervisory Committee member since June 2023 based on her experience and insight.
In our Company, which strives to strengthen its human resources to support sustainable growth, we expect
her to improve discussions at Board of Directors meetings and other occasions by offering valuable opinions
based on her experience and insight. As an Outside Director with no conflict of interest with the Company, we
believe that she will be able to strengthen the supervisory and decision-making functions of the Board of
Directors. Accordingly, we propose her reappointment as an Outside Director who is not an Audit &Supervisory Committee member.
(Notes)1.

Ms. Kikuyo Tsuno is currently an Outside Director who is not an Audit & Supervisory Committee
member of the Company. At the conclusion of this General Meeting of Shareholders, she will have
served for one (1) year as an Outside Director of the Company.

2.

The Company has transactions with Kyushu Electric Power Co., Inc. in the form of payment forelectricity charges and otherwise, but its amount constitutes less than 1% of annual consolidated sales foreach company, which conforms to the below-mentioned criteria for the independence of Outside
Directors.

3.

The Company has registered Ms. Kikuyo Tsuno as an Independent Officer with the TSE and FSE.

4.

The Company has concluded a contract with Ms. Kikuyo Tsuno, which limits her liability as provided in
Article 423, Paragraph (1) of the Companies Act. The maximum amount of liability under this contract
will be the minimum liability amount stipulated by laws and regulations.

- 10 -

[Matters concerning directors and officers liability insurance contracts for each candidate]
The Company has concluded a liability insurance contract for directors and officers as stipulated in Article 4303, Paragraph (1) of the Companies Act with an insurance company to insure its directors and executive officers.
The insurance policy covers compensation for damages to be borne by the insured due to claims for damages
arising from acts (including omissions) of the insured in connection with their duties as a director or executive
officer of the Company. However, to ensure that the proper execution of duties is not compromised, there arecertain exclusions of liability, such as not covering damages caused by illegal or criminal acts by the insured. If
each candidate is appointed to the position of Director who is not an Audit & Supervisory Committee member,each candidate will be included as the insured under this insurance policy. The Company plans to renew thisinsurance policy with the same contents at the next renewal.

- 11 -

Proposal 3: Election of Five (5) Directors who are Audit & Supervisory Committee Members
Upon the close of this General Meeting of Shareholders, the terms of office of all six (6) Directors who
are Audit & Supervisory Committee members will expire. Accordingly, shareholders are requested to electfive (5) Directors who are Audit & Supervisory Committee members.
This proposal has been deliberated on by the Nomination and Remuneration Advisory Committee, themajority of whose members are Outside Directors, and decided on by the Board of Directors.
This proposal has already obtained the consent of the Audit & Supervisory Committee.
The candidates for the position of Director who is an Audit & Supervisory Committee member are as
follows:
FY2023
No.

1

2
3
4

5

Name

Tetsuya Nagasao

Current positions and responsibilities
at the Company

Attendance at theBoard of Directors
meeting

Attendance at
the Audit &Supervisory
Committee

–

–

–

–

Director of the Board, Audit &Supervisory Committee member

93.8%

100%

Director of the Board, Audit &Supervisory Committee member

100%

100%

Director of the Board, Audit &Supervisory Committee member

100%

100%

[New appointment] Senior Managing Executive Officer[New appointment]
Toru Kawaharabata[Outside][Independent][Reappointment]
Takashige Shibato[Outside][Reappointment]
Madoka Kitamura[Outside][Independent][Reappointment]
Kyoko Matsuoka[Outside][Independent]–- 12 -

No.

1

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

[Career summary and positions]
April 1986
Joined the Company
July 2001
Manager of Sales Section, Distribution and LeisureBusiness Department, Urban Development Business
Division
Tetsuya Nagasao
June 2007
General Manager of Project Planning &(August 1, 1962)
Development Department, Urban Development
Business Division
July 2010
General Manager of Distribution and Leisure[New appointment]
Business Department, Urban Development Business
Division
July 2012
General Manager of Public Relations Office
4,700
July 2015
General Manager of General Affairs and Public
Relations Department
June 2016
Executive Officer, Deputy Director of Business
Creation Division and General Manager of Business
Development Department
February 2017
Representative Director and Senior Managing
Director, Fukuoka Airport Holdings Co., Ltd.
April 2018
Senior Group Director, the Company
July 2018
Representative Director and President & CEO,Fukuoka International Airport Co., Ltd.
April 2020
Senior Managing Executive Officer, the Company(present position)[Reason for nomination as candidate for Director and expected roles]
Mr. Tetsuya Nagasao joined the Company in 1986 and has since been engaged mainly in the urban
development business, general affairs, and public relations. He is currently the Senior Managing Executive
Officer of the Company and Representative Director and President & CEO of Fukuoka International Airport
Co., Ltd., and has garnered abundant work experience and impressive accomplishments in the Company aswell as experience as a corporate manager of an airport management company.
We believe that we can expect to strengthen the auditing and supervisory functions of the Company if heuses his experience and insight as a full-time Director who is an Audit & Supervisory Committee member.
Accordingly, we propose his appointment as Director who is an Audit & Supervisory Committee member.
(Note)

There is no special interest between Mr. Tetsuya Nagasao and the Company.

- 13 -

No.

2

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

[Career summary and positions]
April 1990
Joined the Ministry of Transport (present Ministry ofLand, Infrastructure, Transport and Tourism(MLIT))
August 2004
Deputy General Manager, Corporate Planning
Toru Kawaharabata
Department, General Planning Division, Japan(August 3, 1966)
Freight Railway Company
April 2011
Director-General, Planning and Tourism[New appointment]
Department, Kyushu District Transport Bureau,
MLIT[Outside]
September
2012
Director, Port Management and Operation Division,[Independent]
Ports and Harbours Bureau
July 2014
Director, Air Navigation Services Planning Division,
0
Air Navigation Services Department, Civil Aviation
BureauJuly 2016
Executive Director, National Agency for Automobile
and Land Transport Technology
July 2018
Director, General Affairs Division, Road Transport
Bureau, MLIT
July 2019
Director-General, Air Navigation Services
Department, Civil Aviation Bureau
July 2020
Director-General, Chugoku District Transport
BureauJuly 2021
Director-General, Kyushu District Transport Bureau
December 2022 Advisor, Nippon Life Insurance Company (present
position)[Reason for nomination as candidate for Director and expected roles]
Mr. Toru Kawaharabata worked for MLIT and thus possesses abundant knowledge and professional
experience in the railway business and the bus business, which are the core business fields of the Company, as
well as aviation and logistics.
We believe that we can expect to strengthen the auditing and supervisory functions of the Company by, forexample, ensuring that business is executed vigilantly by the management if, as a full-time Outside Director
who is an Audit & Supervisory Committee member and who does not have any conflict of interest with theCompany, he uses his experience and insight. Accordingly, we propose his appointment as Director who is an
Audit & Supervisory Committee member.
(Note)
1. There is no special interest between Mr. Toru Kawaharabata and the Company.
2. The Company will register Mr. Toru Kawaharabata as an Independent Officer with the TSE and FSE.
3. Mr. Toru Kawaharabata is scheduled to resign as an Advisor of Nippon Life Insurance Company on June
26, 2024.

- 14 -

No.

3

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

[Career summary and positions]
June 2003
Director of The Bank of Fukuoka, Ltd. (BOF)
April 2005
Managing Director
April 2007
Senior Managing Executive Officer, Member of the
Board
Takashige Shibato
April 2007
Director of Fukuoka Financial Group, Inc. (FFG)(March 13, 1954)
April 2010
Representative Director & Deputy President, BOF
April 2012
Representative Director & Deputy President, FFG[Reappointment]
June 2014
Representative Director and President
June
2014
Representative Director and President, BOF[Outside]
April 2019
Representative Director and Chairman & President,
FFG
1,301
April 2019
Representative Director and Chairman & President,
BOF
June 2020
Director of the Board, Audit & Supervisory
Committee member, the Company (present position)
April 2022
Representative Director and Chairman, FFG (present
position)
April 2022
Representative Director and Chairman, BOF (present
position)[Significant concurrent positions]Representative Director and Chairman, FFG
Representative Director and Chairman, BOF
Outside Director, Daiichi Koutsu Sangyo Co., Ltd.
Outside Director, RKB Mainichi Holdings Corporation[Reason for nomination as candidate for Director and expected roles]
Mr. Takashige Shibato holds concurrent positions as Representative Director and Chairman at FFG and BOF
and thus possesses abundant experience and knowledge in the realm of corporate management. Through suchwork experience, he has gained considerable insight in the areas of finance and accounting. He has also taken
on audit in his capacity as the Company’s Outside Director who is an Audit & Supervisory Committee member
since June 2020, based on the experience and knowledge and provided valuable opinions in the Board of
Directors meetings and the Audit & Supervisory Committee.
We believe that we can expect to strengthen the auditing and supervisory functions of the Company andenhance the effectiveness of the Board of Directors if, as an Outside Director who is an Audit & Supervisory
Committee member, he uses his insight to conduct valuable auditing and taps into his experience andknowledge to improve discussions at Board of Directors meetings and other occasions. Accordingly, we
propose his reappointment as Director who is an Audit & Supervisory Committee member.
(Notes)
1. Mr. Takashige Shibato is currently an Outside Director who is an Audit & Supervisory Committee
member of the Company. At the conclusion of this General Meeting of Shareholders, he will have served
for four (4) years as an Outside Director who is an Audit & Supervisory Committee member of theCompany.
2. The Company has transactions with BOF, where Mr. Takashige Shibato serves as Representative Director
and Chairman, in the form of fund borrowing and otherwise.
3. The Company has concluded a contract with Mr. Takashige Shibato, which limits his liability as provided
in Article 423, Paragraph (1) of the Companies Act. The maximum amount of liability under this contract
will be the minimum liability amount stipulated by laws and regulations. The Company intends tocontinue the said contract with him.

- 15 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Madoka Kitamura(May 24, 1957)[Career summary and positions]
June 2006
Executive Officer, TOTO KIKI LTD. (present
TOTO LTD.)
April 2011
Managing Executive Officer
June 2011
Director, Managing Executive Officer
June 2013
Director, Senior Managing Executive Officer
April 2014
President, Representative Director
April 2020
Representative Director, Chairman of the Board(present position)
June 2020
Director of the Board, Audit & Supervisory
Committee member, the Company (present
position)[Significant concurrent positions]Representative Director, Chairman of the Board, TOTO LTD.

[Reappointment][Outside][Independent]

Number ofshares of theCompany held

1,000

4
[Reason for nomination as candidate for Director and expected roles]
Mr. Madoka Kitamura holds the position of Representative Director, Chairman of the Board, TOTO LTD.
and thus possesses abundant experience and knowledge as a senior executive of a global company. Throughsuch work experience, he has gained considerable insight into finance and accounting.
He has also taken on audit in his capacity as the Company’s Outside Director who is an Audit & Supervisory
Committee member since June 2020, based on the experience and knowledge and provided valuable opinions in
the Board of Directors meetings and the Audit & Supervisory Committee.
We believe that we can expect to strengthen the auditing and supervisory functions of the Company andenhance the effectiveness of the Board of Directors if, as an Outside Director who is an Audit & Supervisory
Committee member and who does not have any conflict of interest with the Company, he uses his insight toconduct valuable auditing and taps into his experience and knowledge to improve discussions at Board of
Directors meetings and other occasions. Accordingly, we propose his reappointment as Director who is an
Audit & Supervisory Committee member.
(Notes)
1. Mr. Madoka Kitamura is currently an Outside Director who is an Audit & Supervisory Committee
member of the Company. At the conclusion of this General Meeting of Shareholders, he will have served
for four (4) years as an Outside Director who is an Audit & Supervisory Committee member of theCompany.
2. The Company has transactions with TOTO LTD. in the form of receipt of freight handling fees andotherwise, but its amount constitutes less than 1% of annual consolidated sales for each company, which
conforms to the below-mentioned criteria for the independence of Outside Directors.
3. The Company has registered Mr. Madoka Kitamura as an Independent Officer with the TSE and FSE.
4. The Company has concluded a contract with Mr. Madoka Kitamura, which limits his liability as provided
in Article 423, Paragraph (1) of the Companies Act. The maximum amount of liability under this contract
will be the minimum liability amount stipulated by laws and regulations. The Company intends tocontinue the said contract with him.

- 16 -

No.

5

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany
held[Career summary and positions]
Kyoko Matsuoka(September 14, 1964) December 1993 Representative Director, Matsuoka One Architects(present Spinglass Architects) (present position)
April 2007
Associate Professor, Department of Architecture,[Reappointment]
School of Science and Technology for Future Life,[Outside]Tokyo Denki University[Independent]
October 2012
President, NPO Fukuoka Architecture Foundation(present position)
200
November 2016 Representative Director and President, Daio Co., Ltd.
(present position)
June 2020
Representative Director, Community Design in City
Center (present position)
June 2020
Director of the Board, the Company
June 2022
Director of the Board, Audit & Supervisory
Committee member (present position)[Significant concurrent positions]Representative Director and President, Daio Co., Ltd.
[Reason for nomination as candidate for Director and expected roles]
Ms. Kyoko Matsuoka has long been involved in city design as an architect, mainly in Fukuoka, and served
as Representative Director and President, Daio Co., Ltd., thus earning experience and knowledge in corporate
management.
She has also provided valuable opinions in her capacity as the Company’s Director who is not an Audit &Supervisory Committee member since June 2020, and Director who is an Audit & Supervisory Committee
member since June 2022, based on her experience and knowledge.
We believe that we can expect to strengthen the monitoring of the Company and decision-making functionsof the Board of Directors, if, as an Outside Director who is an Audit & Supervisory Committee member andwho does not have any conflict of interest with the Company, she uses her expert knowledge and experience to
add perspectives to our Board of Directors and provides the Company with useful opinions on urban
development to enhance discussions in the Board of Directors and other meetings and perform effective audit
utilizing her knowledge. Accordingly, we propose her reappointment as Director who is an Audit &Supervisory Committee member.
(Notes)
1. Ms. Kyoko Matsuoka is currently an Outside Director who is an Audit & Supervisory Committee memberof the Company. At the conclusion of this General Meeting of Shareholders, she will have served for four(4) years as an Outside Director and for two (2) years as an Outside Director who is an Audit &Supervisory Committee member of the Company.
2. There is no special interest between Ms. Kyoko Matsuoka and the Company.
3. The Company has registered Ms. Kyoko Matsuoka as an Independent Officer with the TSE and FSE.
4. The Company has concluded a contract with Ms. Kyoko Matsuoka, which limits her liability as provided
in Article 423, Paragraph (1) of the Companies Act. The maximum amount of liability under this contract
will be the minimum liability amount stipulated by laws and regulations. The Company intends tocontinue the said contract with her.

- 17 -

[Matters concerning directors and officers liability insurance contracts for each candidate]
The Company has concluded a liability insurance contract for directors and officers as stipulated in Article
430-3, Paragraph (1) of the Companies Act with an insurance company to insure its directors and executive
officers. The insurance policy covers compensation for damages to be borne by the insured due to claims fordamages arising from acts (including omissions) of the insured in connection with their duties as a director or
executive officer of the Company. However, to ensure that the proper execution of duties is not compromised,
there are certain exclusions of liability, such as not covering damages caused by illegal or criminal acts by the
insured. If each candidate is appointed to the position of Director who is not an Audit & Supervisory
Committee member, each candidate will be included as the insured under this insurance policy. The Company
plans to renew this insurance policy with the same contents at the next renewal.

- 18 -

(Reference) Skills Matrix
Regarding skills to be possessed in light of business characteristics and management strategy, theBoard of Directors of the Company identified “skills to be possessed by the Board of Directors” andlisted them on a skills matrix as follows according to a long-term vision of “CYD Vision 2035” andcritical strategies in the medium-term management plan.
The Company has introduced an executive officer system, and the skills required in each businessfield of the entire Group shall be prepared by the entire Group, including executive officers in charge.
Each executive officer in charge attends the Board of Directors meetings and supports the Board of
Directors’ decision-making to strengthen the functions of the Board of Directors.
The following composition of the Board of Directors is prepared on the precondition that Proposal 2,“Election of Five (5) Directors who are not Audit & Supervisory Committee Members,” and Proposal 3,“Election of Five (5) Directors who are Audit & Supervisory Committee Members” are all approved asoriginally proposed.

KoichiHayashida

President and CEO●

Koichiro Toda

Representative
Director, Executive
Vice President●

SatoruMatsufuji

Director of the Board,
Managing Executive
Officer

Kikuyo Tsuno

Director of the Board

Tetsuya
Nagasao

Director of the Board,
Audit & Supervisory
Committee member

Toru
Kawaharabata

Director of the Board,
Audit & Supervisory
Committee member

OutsideIndependent

●

●

●

●

●

●

- 19 -

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Logistics●

Real estate, urban
development●

Mobility

Global●●●OutsideIndependent●

Internal control, safety●

Sustainability, local
contribution

Representative
Director andChairman

IT, digital

Sumio
Kuratomi

Finance, accounting

Position, etc. in the Company

Human resources, labor
management

Name

Corporate management

Skills to be possessed by the Board of Directors in light of businesscharacteristics and management strategy

●

●

●

●

●

●

●

●

MadokaKitamura

Director of the Board,
Audit & Supervisory
Committee member

OutsideIndependent

●

●

●

●

●

Kyoko
Matsuoka

Director of the Board,
Audit & Supervisory
Committee member

OutsideIndependent

●

●

●

●

●

- 20 -●

Logistics●

Real estate, urban
development

Internal control, safety

OutsideMobility

Sustainability, local
contribution

Director of the Board,
Audit & Supervisory
Committee member

Position, etc. in the Company

IT, digital

Takashige
ShibatoName

Finance, accounting

GlobalHuman resources, labor
management

Corporate management

Skills to be possessed by the Board of Directors in light of businesscharacteristics and management strategy

(Reference) Criteria for the Independence of Outside Directors
The Company considers Outside Directors as independent if none of the following criteria applies tothe respective Outside Director.
1. A person for whom the Company or any of its subsidiaries (hereinafter collectively the “Company
Group”) is a major client*1 or their executors of business*2
2. A person who is a major client of the Company Group*3 or their executors of business
3. A regular employee, partner, or staff member of the auditing firm that is the accounting auditor of theCompany Group
4. A consultant, accounting expert, or legal expert who has received cash or other economic benefit inexcess of an average of 10 million yen per annum over the past three (3) years from the Company
Group aside from the officer's remuneration
5. A person who is a major shareholder of the Company*4 or their executors of business
6. A person who executes business for a firm of which the Company Group is a major shareholder
7. A person who executes business for a firm that is a major lender to the Company Group*5
8. A director, company auditor, accounting advisor, operating officer, or executive officer of a firm that
accepts a Director (full-time or otherwise) from the Company Group, or any of those of a parent
company or subsidiary of such firm
9. A person who executes business for an organization that receives donations or other assistance inexcess of an average of 10 million yen per annum or 30% of its average annual total expenses overthe past three business years, whichever is the higher amount, from the Company Group
10. A person to whom any of the aforementioned criteria 1-6 has applied within the past five (5) years
11. A person who is a spouse or other relation within the second degree of kinship to a person to whom
any of the following applies
1) A person to whom any of the aforementioned criteria 1-7 applies and who holds an important
position*62) A person who executes business for the Company Group or a Director of the Company Group who
does not execute business
12. A person whose total term of office at the Company exceeds eight (8) years
Notes: 1. “A person for whom the Company Group is a major client” refers to a person (or firm) who
received payment from the Company Group in the most recent business year which
accounted for either 2% or more of consolidated sales for the year for that person (or firm).
2. “An executor of business” refers to an executive director, executive officer, employee who
executes business, director or other similar official, or employee.
3. “A person who is a major client of the Company Group” refers to a person (or firm) who
made payment to the Company Group in its most recent business year which accounted for
2% or more of the Company Group's consolidated sales for the year.
4. “A major shareholder” refers to a shareholder who holds 10% or more of the voting rights.
5. “A major lender” refers to a financial institution from which the Company Group's
borrowings accounted for 10% or more of the Company Group's total balance of borrowings
on a consolidated basis at the end of the most recent business year.
6. “A person who holds an important position” refers to a person serving in the position ofGeneral Manager or higher within a company, or in the case of an auditing firm or law office,the position of accountant or attorney at such firms and offices.

- 21 -

Proposal 4:

Allotment of Share Options Without Contribution for the Countermeasure Policy Against
Large-Scale Acquisitions of Company Shares

The Company renewed the countermeasure policy against large-scale acquisitions of Company shares(the “Former Plan”), based on the resolution of the Board of Directors on May 20, 2021, and the approvalat the Company’s 181st Annual General Meeting of Shareholders on June 29 of the same year. The Former
Plan will expire at the close of this 184th Annual General Meeting of Shareholders.
Prior to the expiration of the effective period of the Former Plan, the Company, at the Board of
Directors meeting held on May 10, 2024, discussed the pros and cons of renewing the Former Plan in lightof recent trends in corporate takeover practices and court decisions on countermeasures against takeovers(collectively the “Practical Trends, etc.”). As a result, the Company concluded that the current legal system
is not adequately equipped to appropriately address coercive acquisitions and that there is still a need, inthe event of an acquisition without consent, to ensure that shareholders are provided with the time andinformation to consider the matter. Thus, subject to the approval of the shareholders (through ordinary
resolution) at this General Meeting of Shareholders, the Company has decided to partially revise the content
of the Former Plan and renew it (the “Renewal,” and the plan after the renewal, the “Plan”) in light of thebasic policies regarding the way a person is to control the determination of financial and business policiesof the Company (the “Basic Policies,” which refers to the policies specified in Article 118, Item (3) of theRegulations for Enforcement of the Companies Act) as an initiative to prevent the decision of financial andbusiness policies of the Company from being controlled by any inappropriate person (Article 118, Item (3)(b) (2) of the Regulations for Enforcement of the Companies Act). If the approval of the shareholders is
obtained at this General Meeting of Shareholder, the Plan shall remain in effect until the conclusion of theCompany’s 187th Annual General Meeting of Shareholders scheduled to be held in June 2027.
Therefore, in accordance with Article 5 of the Articles of Incorporation, the Company requests
approval to delegate authority to the Board of Directors to make decisions on matters concerning theallotment of share options without contribution pursuant to the procedures mentioned in 2. “Content of the
Proposal” below for use in the Plan.
1. Reasons for the Proposal(1) Basic Policies of the Company
The Company believes that a person who is to control the determination of its financial and business
policies should understand the source of its corporate value and be able to ensure and improve the corporate
value and the common interest of its shareholders in a continuing, sustainable manner.
In the event that a large-scale purchase of Company shares is pursued, the Company will not categoricallyreject the purchase if it would contribute to its corporate value and the common interests of its shareholders. The
Company believes the decision on a purchase proposal involving the transfer of corporate control should
ultimately be made based on the intent of shareholders as a whole.
However, among large-scale share purchases, there are many that would not contribute to the corporate
value or common interest of shareholders of the subject company, including those that could cause a clear
infringement on the corporate value and the common interest of shareholders in the light of their purpose, etc.,
those that amount to a de facto coercion against the shareholders to sell their shares, those that do not provide
sufficient time or information for the subject company’s board of directors and its shareholders to consider thecontent, etc. of the large-scale purchase of shares or for the board of directors to present an alternative proposal,
and those that require the subject company to negotiate with the acquirer to draw out a more favorable condition
than the conditions presented from the acquirer.
The Company Group encompasses a wide range of businesses, including real estate, distribution, logistics,
and leisure and service, based on its broad transportation network comprising railway, bus, and other services.
With this advantage, the Company aims to maintain and expand the number of passengers in the railway andbus businesses, which are at the core of its operations, and to improve overall profitability by diversifying its
businesses. To this end, it is important to enhance the attractiveness and value of railway lines and bus routes(lineside value) through the development and operation of commercial facilities, expansion of retail businesses,- 22 -

development of detached houses and condominiums, and other services along such transportation lines.
Businesses of a highly public nature, such as the railway and bus businesses, have limits in terms of pursuing
profits. Therefore, diversifying highly relevant projects, particularly along the transportation lines, is crucial.
For these reasons, while earning the trust of local communities by developing businesses closely related tothe areas, the Company Group has also been striving to enhance lineside value and increase profitability by
establishing the Nishitetsu brand. Meanwhile, based on the Nishitetsu brand cultivated through the developmentof transportation and ancillary services, the Company has been working to create value for the entire Group by
flexibly developing businesses outside the areas, such as international logistics and hotel businesses. In this way,
it is extremely important for the Company to demonstrate its collective strength as a group through the close
ties of each business segment, thereby conducting integrated management.
Unless the purchaser of Company shares understands the sources of the Company’s corporate value and isable to secure and enhance them over the medium to long term, the Company’s corporate value and the common
interests of its shareholders could be damaged. In addition, in order for the Company’s shareholders to make thebest choice when receiving a proposal for a large-scale purchase from an outside acquirer, it is necessary to
determine the impact of the large-scale purchase on the Company’s corporate value and the common interestsof its shareholders by appropriately identifying the tangible and intangible elements that constitute the corporate
value, as well as the acquirer’s information such as the acquirer’s attributes, the purpose of the large-scalepurchase, the Company’s management policy after the acquisition, methods for avoiding conflicts of interest
with existing shareholders, and policies for dealing with employees and other stakeholders. If a large-scalepurchase is forced through without such information being disclosed, the Company’s corporate value and thecommon interests of its shareholders may be damaged.
The Company believes that a large-scale purchaser who would not contribute to its corporate value and thecommon interest of its shareholders is inappropriate as a person who is to control the determination of its
financial and business policies and that it is necessary to secure the Company’s corporate value and the common
interest of its shareholders by taking necessary and reasonable countermeasures against such attempts.
(2) Purpose of the Plan
The Plan shall be renewed in line with the Basic Policies described in (1) above for the purpose of ensuring
and improving the Company’s corporate value and the common interests of its shareholders.
The Board of Directors, as set forth in the Basic Policies, deems that a large-scale purchaser of Company
share certificates, etc.*1 (defined in 2. (2) “Procedures for Triggering the Plan” (a) below, and the same shallapply hereinafter) without contributing to the Company’s corporate value and the common interests of its
shareholders is inappropriate as a person who is to control the determination of financial and business policiesof the Company. The Plan is intended primarily to prevent decisions on the Company’s financial and business
policies from being controlled by persons deemed inappropriate and deter large-scale purchases that are
detrimental to the Company’s corporate value and the common interests of its shareholders; and if a large-scalepurchase is pursued, to ensure the necessary time and information for the Company’s Board of Directors topresent an alternative proposal to the shareholders and for the shareholders to decide whether or not to accept
the large-scale purchase, and to enable the Board of Directors to negotiate for the benefit of the shareholders.
2. Content of the Proposal(1) Overview of the Plan
The Plan sets forth the necessary procedures for achieving 1. (2) “Purpose of the Plan” above, such as
demanding prior provision of information from an acquirer when such persons appear with the intent ofacquiring 20% or more of the Company share certificates, etc.
If the Board of Directors decides not to trigger the Plan pursuant to the procedures of the Plan, the acquirer
may conduct a large-scale purchase of Company share certificates, etc. only after the time of that decision.
In cases such as if the acquirer does not comply with the procedures set forth in the Plan or if the intended
large-scale purchase of Company share certificates, etc., has the risk of impairing the Company’s corporate
value and the common interest of its shareholders, and provided that the predetermined requirements for- 23 -

triggering the Plan are satisfied, the Company shall implement an allotment of share options without contribution
in relation to Company share options with conditions for exercise that the acquirer, etc. would not be allowed toexercise the rights as a general rule and with conditions for acquisition that the share options may be acquiredby the Company in exchange for Company shares from anyone other than the acquirer, etc. as well as otherreasonable measures that may be taken under laws and regulations and the Articles of Incorporation.
If an allotment of share options without contribution is implemented according to the Plan, and Company
shares are delivered to shareholders other than the acquirer upon the exercise of the share options or acquisitionof thereof by the Company, the percentage of voting rights held by the acquirer may be diluted to approximately
one-half.
In order to eliminate arbitrary decisions by Directors in deciding on the implementation or nonimplementation of an allotment of share options without contribution, or acquisition of share options, etc.
according to the Plan, the Company has established an Independent Committee consisting solely of Outside
Directors, etc. who are independent of the Company’s management team so as to make the decision subject toits objective judgment. Additionally, the Board of Directors shall, in principle, convoke a general meeting ofshareholders to confirm the intent of shareholders when an allotment of share options without contribution is tobe implemented according to the Plan.
The Company ensures transparency in these procedures by appropriately disclosing information to its
shareholders.
(2) Procedures for Triggering the Plan(a) Purchases subject to the Plan
The Plan shall be applied when a purchase of Company share certificates, etc., or any other acquisition that
falls under any of 1) to 3) described below or a similar act (including any proposal thereof*2) is pursued (except
for those otherwise approved by the Board of Directors to the effect that the Plan shall not be applied; hereinafter
a “Purchase”).
1) A purchase or other acquisition that would result in the ownership ratio*3 of share certificates, etc. ofa holder*4 totaling 20% or more of the share certificates, etc.*5 issued by the Company.
2) A tender offer*6 that would result in the ownership ratio of share certificates, etc.*7 of a person
conducting the tender offer and the ownership ratio of share certificates, etc. of a specially-related
party*8 of that person totaling 20% or more of the share certificates, etc. issued by the Company*9.
3) The following acts, regardless of whether the acts as prescribed in 1) or 2) above are implemented:(i) an act by a person who intends to acquire Company share certificates, etc., or a joint holder*10 or
specially-related party of that person (a “Person Acquiring Share Certificates, etc.” in 3)) with anothershareholder (including the case of more than one shareholder; the same applies hereinafter in 3)) of
the Company, and an agreement or other act that would cause another shareholder to fall under thejoint holder of the Person Acquiring Share Certificates, etc. as a result of the act; or an act to establish
a relationship*11 between the Person Acquiring Share Certificates, etc. and another shareholder inwhich one substantially controls the other or they act in collaboration or cooperation*12; and(ii) an act that would result in the ownership ratio of the share certificates, etc. issued by the Companyof the Person Acquiring Share Certificates, etc., and another shareholder totaling 20% or more.
A person who intends to perform a Purchase alone or in collaboration or cooperation (a “Purchaser”) shallcomply with the procedures set forth in the Plan in advance, and must not perform a Purchase before the Boardof Directors adopts a resolution of non-implementation regarding measures such as an allotment of share options
without contribution (the main details of which are set forth in (4) “Outline of Allotment of Share Options
Without Contribution” below; such share options shall hereinafter be referred to as “Share Options”).
(b) Submission of the Intent Statement
A Purchaser shall, prior to commencing or executing a Purchase, submit a document (on which thesignature or seal of the representative of the Purchaser is placed and no conditions or reservations shall be
imposed) including a legally binding undertaking that the Purchaser will comply with the procedures set forthin the Plan and a qualification certificate of the representative who signed or sealed that document, in a form as- 24 -

stipulated by the Company (collectively the “Intent Statement”) to the Company. The Intent Statement shallclearly specify the name or designation, the address or location such as the head office and offices of thePurchaser, the governing law for incorporation, the name of the representative, the contact in Japan, the outlineof the intended Purchase The language used in the Intent Statement and the purchase statement, which is set
forth in (c) below, and any other material that is submitted by the Purchaser to the Company or the Independent
Committee shall be Japanese only.
(c) Request to the Purchaser for the provision of information
The Company will deliver a form for the purchase statement (defined below) (including a list of information
to be provided by a Purchaser to the Company) to a Purchaser within 10 business days after receiving the Intent
Statement. The Purchaser is required to submit a written statement (the “Purchase Statement”), which provides
the information stipulated below (“Essential Information”), to the Board of Directors in a form issued by theCompany.
If the Board of Directors receives the Purchase Statement, it will promptly send it to the Independent
Committee (standards for appointing members, requirements for resolutions, resolution matters, and othermatters concerning the Independent Committee are as described in the overview of the Independent Committee
rules in Note 13, and career summaries and other matters regarding the members of the Independent Committee
at the time of the Renewal are as described in Appendix 2 “Career Summary of Independent Committee
Members”). If the Independent Committee determines that the Purchase Statement does not contain sufficient
Essential Information, it may set an appropriate reply deadline and request that the Purchaser provide additional
information. In this case, the Purchaser is required to submit such additional information to the Company by therelevant deadline.
1)

Details (including names, capital relationship, financial content, business performance, existence or
non-existence of past violations of compliance with laws and regulations and details thereof, detailsof past transactions similar to the Purchase by the Purchaser) of the Purchaser and its group (including
joint shareholders, specially-related parties, and specially-related parties of the party whose controlled
incorporation*14 is the Purchaser) *15
2) Purpose, method, and specific content of the Purchase (including value and type, time, mechanism ofrelated trade, legality of the method, and information on the feasibility)
3) Price and basis of the valuation of the Purchase4) Existence or non-existence of communication between the Purchaser and a third party regarding
Company share certificates, etc., or the Purchase and details thereof, as well as information regarding
past acquisition or disposal of Company share certificates, etc. by the Purchaser
5) Proof of funds for the Purchase (which includes the specific names of providers of the funds for the
Purchase (including the substantial providers), procurement methods, content of related trade, etc.)
6) Management policy, business plans, capital policy, dividend policy, asset utilization policy, etc. of theCompany Group after the Purchase (which includes the approach to coexistence with local
communities, transportation policy in the transportation business, safety management policy, etc.)
7) Response policy regarding the Company’s shareholders (excluding the Purchaser), employees,
business partners, customers, local residents, and other stakeholders related to the Company
8) Specific measures to prevent conflicts of interest if it plans to implement measures that may cause
conflicts of interest with other shareholders of the Company
9) Information regarding relationships with antisocial forces
10) Other information reasonably deemed necessary by the Board of Directors or the Independent
Committee(d) Examination of the content of the Purchase, negotiation with the Purchaser, and consideration ofalternative proposals
1) Request to the Board of Directors for the provision of information
If the Independent Committee reasonably determines that the Purchaser has submitted the PurchaseStatement and additional information requested by the Independent Committee (if any), the Independent- 25 -

Committee may also request the Board of Directors to provide its opinion (including an opinion to theeffect it reserves its opinion; the same applies hereinafter) on the content of the Purchase proposed by the
Purchaser and the supporting materials, alternative proposals (if any), other information, etc. that the
Independent Committee deems necessary from time to time, after setting an appropriate reply deadline (the“Board of Directors Review Period”).
2) Reviews and other considerations by the Independent Committee
The Independent Committee shall examine the content of the Purchase, collect and compare
information regarding the management plan and business plan, etc. of the Purchaser and the Board of
Directors, and review the alternative proposal presented by the Board of Directors, in principle, for a periodof up to 90 days (This period is set as the review period of the Independent Committee as the Company
Group consists of 79 subsidiaries and 43 affiliates, and its business encompasses a wide range of fields,
including transportation, real estate, distribution, logistics, and leisure and service.) from the time theIndependent Committee reasonably recognizes that it has received information, etc. (including additionally
requested information) from the Purchaser (the “Independent Committee Review Period,” including theBoard of Directors Review Period). The Independent Committee may, at the Company’s expense, obtainadvice from financial advisors, certified public accountants, lawyers, tax accountants, consultants, andother experts.
In addition, the Independent Committee shall, directly or indirectly, consult or negotiate with thePurchaser, if necessary, to improve the content of the Purchase in view of ensuring and improving theCompany’s corporate value and the common interests of its shareholders. The Purchaser shall promptly
respond to the direct or indirect request of the Independent Committee for the provision of reviewing
materials or other information, consultation, negotiation, etc.
Furthermore, the Independent Committee may extend the Independent Committee Review Period,
within a reasonable range (however, the total extendable period shall be up to 30 days) required to review
the content of the Purchase by the Purchaser, consider the alternative proposal, and consult and negotiatewith the Purchaser(e) Recommendation by the Independent Committee
On the basis of the above procedures, when the Independent Committee judges that the Purchase by
falls under any of the trigger events set forth in (3) “Requirements for Allotment of Share Options Without
Contribution” below (collectively the “Trigger Event”), the Independent Committee will recommend theBoard of Directors to implement an allotment of Share Options and other possible appropriate measuresthat may be taken under laws and regulations and the Articles of Incorporation, except under special
circumstances, such as cases in which further provision of information by, or negotiation or consultation
with, the Purchaser is necessary. With respect to the Trigger Event set out in (3) “Requirements for
Allotment of Share Options Without Contribution” below pertaining to a Purchase, in such cases as where
the applicability of Trigger Event 2 (“Trigger Event 2”) becomes an issue, the Independent Committee may
attach a reservation to the effect that prior or subsequent approval at a general meeting of shareholders
should be obtained.
Notwithstanding the foregoing, even after the Independent Committee has already made a
recommendation for the implementation of the allotment of Share Options without contribution, if the
Independent Committee determines that either of the events below applies, it may make a newrecommendation: on or before the second business day prior to the ex-rights date with respect to theallotment of Share Options without contribution, the Independent Committee may recommend that theCompany should cancel the allotment of Share Options without contribution; or from the effective date of
the allotment of Share Options without contribution and until the day immediately prior to thecommencement date of the period of exercise of the Share Options, it may recommend that the Company
should acquire the Share Options for no consideration.
(i) When the Purchase is canceled or withdrawn by the Purchaser after the recommendation or when
the Purchase is otherwise no longer existent*16; or(ii) When the Trigger Event is no longer existent due to such reasons as changes in the facts on which- 26 -

the decision of the recommendation was based.
On the other hand, if the Independent Committee determines that the Purchase does not fall under the
Trigger Event, the Independent Committee shall not make a recommendation to the Board of Directors thatthe allotment of Share Options without contribution should be implemented. However, if the Trigger Event
becomes existent thereafter as a result of any change in the facts on which the relevant decision was based,
the Independent Committee may issue a new recommendation that an allotment of Share Options without
contribution should be implemented.
In addition to the above, if the Purchase is likely to harm the Company’s corporate value and thecommon interests of its shareholders, the Independent Committee may recommend that a general meetingof shareholders be held to confirm the intent of the shareholders with respect to the Purchase by the
Purchaser, together with the reasons therefor.
(f) Holding of Shareholders’ Intent Confirmation Meeting
With regard to implementing an allotment of Share Options without contribution according to the Plan,
the Board of Directors may, in principle*17, convoke a general meeting of shareholders to confirm the intent
of shareholders (a “Shareholders’ Intent Confirmation Meeting”*18,*19).
(g) Resolution of Board of Directors
If a Shareholders’ Intent Confirmation Meeting is held in accordance with (f) above, the Board of
Directors shall adopt a resolution in accordance with the resolution made at the Shareholders’ Intent
Confirmation Meeting. However, if a recommendation is received from the Independent Committee inaccordance with (e) above and a Shareholders’ Intent Confirmation Meeting is not held, the Board of
Directors shall, with the utmost respect for the recommendation, adopt a resolution as an organ under theCompanies Act regarding the implementation or non-implementation of an allotment of Share Options
without contribution.
(h) Information disclosure
In operating the Plan, the Company shall disclose the following information in a timely manner inaccordance with applicable laws and regulations, financial instruments exchange rules, etc.: progress statusof the procedures set forth in the Plan (including the fact that the Intent Statement and the PurchaseStatement were submitted; the fact that the Independent Committee Review Period was commenced; andthe fact that the Independent Committee Review Period was extended, together with the length of extension
and the reason therefor), the outline of the recommendation, etc. of the Independent Committee, the outlineof the resolution adopted by the Board of Directors, the outline of the resolution made at the Shareholders’Intent Confirmation Meeting, and any other matters deemed appropriate by the Board of Directors or the
Independent Committee.
(3) Requirements for Allotment of Share Options Without Contribution
The requirements for triggering the Plan to implement an allotment of Share Options without
contribution shall be as follows. As described in (2) “Procedures for Triggering the Plan” (e) above, whether
the Purchase falls under the following requirements shall at all times be decided with and after therecommendation of the Independent Committee.
Trigger Event 1
When the Purchase is not in conformity with the procedures set forth in the Plan (including the casewhere the Purchaser does not provide time or information reasonably required to make judgments on thecontent of the Purchase) and it is deemed reasonable to implement an allotment of Share Options without
contribution
Trigger Event 2
When the Purchase by the Purchaser falls under any of the following and it is deemed reasonable toimplement an allotment of Share Options without contribution(a) When the Purchase clearly risks infringing on the Company’s corporate value and the common
interests of its shareholders, by reason of the acts, etc. listed below;- 27 -

1) Act in which the Purchaser corners share certificates, etc., and demands that the Company orparties related to the Company purchase such share certificates at a high price;2) Act in which the Purchaser temporarily controls the management of the Company for the benefitof the Purchaser at the expense of the Company, such as acquiring material assets, etc. of theCompany at low cost;3) Act in which the Purchaser appropriates assets of the Company to secure or repay a debt of thePurchaser or its group companies, etc.; or
4) Act in which the Purchaser temporarily takes control of the management of the Company todispose of high-priced assets or other properties that have no current relevance to the Company’sbusinesses so that the Purchaser may cause the Company to distribute high dividends or to sellshares at a high price by taking advantage of the opportunity afforded by the sudden rise in shareprices due to the temporarily high dividends;(b) When the Purchase has the risk of effectively coercing shareholders into selling their shares, suchas coercive two-tiered tender offers (which refers to an act in which shares are purchased in tender
offers, etc., whereby no solicitations for purchasing all shares are made in the initial purchase, anddisadvantageous purchase terms are set or the purchase terms are not made explicitly clear in thesecond stage);(c) When the conditions of the Purchase (including value and type in consideration, time, legality ofthe method and feasibility, or policies concerning the Company’s other shareholders, employees,
customers, business partners, and other stakeholders of the Company after the Purchase) areinsufficient or inadequate in light of the Company’s intrinsic value; or(d) When the Purchase materially threatens to harm the Company’s corporate value and the common
interests of its shareholders, such as by damaging relationships with the Company’s employees,
customers, business partners, etc., which are indispensable for creating the Company’s corporate
value.
In addition to the above, the Company may trigger the Plan by implementing reasonable measuresthat may be taken under laws and regulations and the Articles of Incorporation if the requirements
equivalent to each Trigger Event above are satisfied and reasonable. In this case too, as described in (2)“Procedures for Triggering the Plan” (e) above, the decision shall at all times be made with and after therecommendation of the Independent Committee.
(4) Outline of Allotment of Share Options Without Contribution
The outline of allotment of Share Options without contribution planned to be implemented under thePlan is as follows:(a) Number of Share Options
The number of Share Options shall be equal to the final total number of shares issued as of a certain
date (the “Allotment Date”) (provided, however, that the number of Company shares held by the Company
as of the same date is deducted) decided by resolution of the Board of Directors or by resolution at a general
meeting of shareholders concerning the allotment of Share Options without contribution (the “Resolution
for Allotment of Share Options Without Contribution”).
(b) Shareholders eligible for allotment
Share Options shall be allotted to shareholders other than the Company who are registered on the final
shareholder registry as of the Allotment Date, at the proportion of one Share Option to one Company shareheld by the shareholder.
(c) Effective date of allotment of Share Options without contribution
The effective date shall be separately decided by a Resolution for Allotment of Share Options Without
Contribution.
(d) Number of shares underlying Share Options
The number of Company shares underlying each Share Option (the “Applicable Number of Shares”)
is, in principle, one share.

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(e) Value of property contributed at the exercise of Share Options
The subject of the contribution to be made upon exercise of Share Options shall be money. The value
per Company share of the property to be contributed upon the exercise of Share Options shall be one yen.
(f) Period of exercise of Share Options
The date separately prescribed in the Resolution for Allotment of Share Options Without Contribution
shall be the initial date (the initial date of such a period of exercise shall be the “Commencing Date of the
Exercise Period”), and the period of exercise shall be the period separately prescribed in the Resolution for
Allotment of Share Options Without Contribution within the range of one to six months.
(g) Conditions for exercise of Share Options
Any person who falls under any of the following may not, in principle, exercise the Share Options:(I) a Purchaser;(II) a joint holder of a Purchaser;(III) a specially-related party of a Purchaser;(IV) a transferee of or successor to the Share Options of a person who falls under any of (I) to (III)above without the approval of the Board of Directors (including a joint holder and speciallyrelated party); or(V) an affiliated party of a person who falls under (I) to (IV)*20(those falling under (I) to (V) shall collectively be referred to as the “Non-Qualified Person”)*21
In determining whether a person is a Non-Qualified Person, the Board of Directors shall hear theopinions of the Independent Committee and pay utmost respect to the judgment of the Independent
Committee.
Furthermore, nonresidents of Japan who are required to follow certain procedures under foreign laws
and regulations to exercise Share Options may not, as a general rule, exercise Share Options (provided,
however, that on the condition that they comply with the applicable laws and regulations, Share Options
held by such nonresidents will also be subject to acquisition by the Company in exchange for Company
shares as described in (i) 2) below). In addition, a person who does not submit a written pledge in a form
prescribed by the Company containing representations and warranties regarding matters such as the factthat the person satisfies the conditions for the exercise of Share Options, indemnity clauses, and othercovenants may not exercise Share Options.
(h) Restrictions on the transfer of Share Options
The acquisition of Share Options through transfer requires the approval of the Board of Directors.
(i) Acquisition of Share Options by the Company
1) If the Board of Directors deems it appropriate for the Company to acquire Share Options, theCompany may at any time acquire all Share Options without contribution upon the coming of the dateseparately prescribed by the Board of Directors, until the day before the Commencing Date of the
Exercise Period.
2) The Company may, upon the coming of the date separately prescribed by the Board of Directors,
acquire all Share Options held by persons other than Non-Qualified Persons and are not exercised by
the day before that date prescribed by the Board of Directors, and in exchange, deliver the number ofCompany shares equivalent to the Applicable Number of Shares for each Share Option.
Furthermore, if the Board of Directors acknowledges the presence of persons other than NonQualified Persons among the holders of Share Options after the date of such acquisition, upon the
coming of the date prescribed by the Board of Directors that is after the date of the above acquisition,
all Share Options held by the relevant persons that remains unexercised as of the day before that dateprescribed by the Board of Directors shall be acquired by the Company, and in exchange, theCompany may deliver shares equivalent to the Applicable Number of Shares for each Share Option,and the same shall apply thereafter.
3) The Company may, upon the coming of the date separately prescribed by the Board of Directors after
the effective date of the allotment of Share Options without contribution, acquire all the Share Options
held by Non-Qualified Persons, and in exchange, issue the same number of Share Options that Non-

- 29 -

Qualified Persons are not permitted to exercise in principle*22 as consideration for the Share Optionsacquired. Details of the relevant Share Options shall be prescribed in the Resolution for Allotment of
Share Options Without Contribution.
It is not anticipated that the Share Options held by a Non-Qualified Person will be acquired throughthe delivery of money to the Non-Qualified Person.
4) Other acquisition matters shall be separately prescribed in the Resolution for Allotment of Share
Options Without Contribution.
(j) Delivery of share options in the case of merger, absorption-type company split, incorporation-typecompany split, share exchange, and share transfer
This shall be separately prescribed in the Resolution for Allotment of Share Options Without
Contribution.
(k) Issuance of share option certificates
Share option certificates will not be issued for Share Options.
(l) OtherIn addition to the above, details of the content of Share Options shall be separately prescribed in the
Resolution for Allotment of Share Options Without Contribution.
(5) Effective Period, and Abolition and Modification of the Plan
The effective period of the Plan shall be until the close of the annual general meeting of shareholders forthe last fiscal year ending within three years after the close of this General Meeting of Shareholders.
However, even before the expiration of the effective period, if the Board of Directors resolves to abolishthe Plan, the Plan shall be abolished in accordance with that resolution.
Further, the Board of Directors may revise or modify the Plan even during the effective period of the Plan,
subject to the approval of the Independent Committee, when laws, regulations financial instruments exchange
rules, etc., concerning the Plan are established, amended, or abolished and it is appropriate to reflect the relevant
establishment, amendment or abolishment in the Plan; when it is appropriate to correct the wordings because oftypographical errors, omissions, etc.; or when the revision or modification is not in conflict with the intent of
the resolution of this General Meeting of Shareholders such as when it does not cause any disadvantage to theCompany’s shareholders.
If the Plan is abolished, revised, or modified, the Company will promptly disclose the fact of suchabolishment, revision, or modification, and (in the case of a revision or modification) the details of the revision,
modification, and other matters.
(6) Revision due to Amendments in Laws and Regulations
The provision of laws and regulations cited in the Plan are based on provision in effect as of May 10, 2024.
If it becomes necessary after that date to amend the clauses, definitions of terms, etc. set out in the paragraphs
above due to the establishment, amendment, or abolishment of laws and regulations, the clauses, definitions ofterms, etc., set out in the paragraphs above may be replaced accordingly as required to a reasonable extent,
taking into consideration the purpose of such establishment, amendment or abolishment.
(7) Other Matters
The details of the Plan may be determined by the Board of Directors.
Notes:
1.

The Company no longer issues share certificates as the electronic share certificate system was introduced on January 5, 2009. In thePlan, however, the term “share certificates, etc.” is used in accordance with the provisions of the Financial Instruments and Exchange
Act as appropriate, from the perspective that descriptions that comply with the provisions of the said Act will contribute to clarity andobjectivity.

2.

Includes the act of soliciting a third party to make a Purchase.

3.

Defined in Article 27-23, Paragraph (4) of the Financial Instruments and Exchange Act. The same definition shall apply in this proposal.

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4.

Includes persons included in holders, based on Article 27-23, Paragraph (3) of the Financial Instruments and Exchange Act. (Includes
persons whom the Board of Directors deems to fall under the definition.) The same definition shall apply in this proposal.

5.

Defined in Article 27-23, Paragraph (1) of the Financial Instruments and Exchange Act. The same definition shall apply unless otherwise
specified in this proposal.

6.

Defined in Article 27-2, Paragraph (6) of the Financial Instruments and Exchange Act. The same definition shall apply in this proposal.

7.

Defined in Article 27-2, Paragraph (8) of the Financial Instruments and Exchange Act. The same definition shall apply in this proposal.

8.

Defined in Article 27-2, Paragraph (7) of the Financial Instruments and Exchange Act. (Includes persons whom the Board of Directors
deems to fall under the definition.) However, with regard to the persons stipulated in Article 27-2, Paragraph (7), Item (1), those who
fall under Article 3, Paragraph (2) of the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates by Persons
Other Than Issuers, shall be excluded. The same definition shall apply in this proposal.

9.

Defined in Article 27-2, Paragraph (1) of the Financial Instruments and Exchange Act.

10. Refers to the joint holder stipulated in Article 27-23, Paragraph (5) of the Financial Instruments and Exchange Act, and includes persons
deemed joint holders based on Article 27-23, Paragraph (6). (Includes persons whom the Board of Directors deems to fall under thedefinition.) The same definition shall apply in this proposal.
11. The determination of whether a “relationship between the Person Acquiring Share Certificates, etc. and another shareholder in which
one substantially controls the other or they act in collaboration or cooperation” exists shall be made based on present or past capital
relationships (including joint control relationships), business alliances, trading or contractual relationships, concurrent directorships,
funding relationships, credit granting relationships, and substantial interests in the Company share certificates, etc. through derivatives,
stock lending, etc., and the direct or indirect influence, etc. of the Person Acquiring Share Certificates, etc. and another shareholder on
the Company.
12. The determination of whether the predetermined act in 3) above was implemented shall be made reasonably by the Board of Directors
while respecting the judgment of the Independent Committee. The Board of Directors may request shareholders of the Company toprovide necessary information to the extent needed to determine whether the predetermined conditions in 3) apply.
13. The overview of the Independent Committee rules is set out as follows:･ The Independent Committee shall be established by resolution of the Board of Directors.
･ The Independent Committee shall consist of at least three members who are independent of the management team that executes
the Company’s operations and shall be appointed by the Board of Directors from among (i) Outside Directors of the Company or(ii) outside experts. Such experts must be experienced corporate managers, former government employees, parties with knowledgeof the investment banking industry, lawyers, certified public accountants, researchers whose research focuses on the Companies
Act, etc., or parties of similar qualifications, and must have executed with the Company an agreement separately specified by the
Board of Directors that contains a duty of care provision or a similar provision.
･ Unless otherwise determined by resolution of the Board of Directors, the term of office of Independent Committee members will
expire at the close of the annual general meeting of shareholders for the last fiscal year ending within three years after the closeof this General Meeting of Shareholders. However, the term of office of an Independent Committee member who is an Outside
Director will end at the same time when the Independent Committee member ceases to be an Outside Director (except in the caseof reappointment).
･ The Independent Committee may make decisions on the matters described in each of the following items and recommend thedetails of the decisions, together with the reasons therefor, to the Board of Directors. The Board of Directors shall respect therecommendations of the Independent Committee to the maximum extent possible and adopt a resolution as an organ under theCompanies Act (provided, however, that if the Shareholders’ Intent Confirmation Meeting is held, the resolution made at thismeeting shall be followed). In making such a decision, each member of the Independent Committee must make judgments fromthe perspective of whether or not the decision will contribute to the Company’s corporate value and the common interests of its
shareholders, and must not exclusively seek personal gain for themselves or for the Company’s management team.
(i)

Implementation or non-implementation of an allotment of Share Options without contribution or other reasonablemeasures that may be taken under laws and regulations and the Articles of Incorporation(ii)

Cancellation of an allotment of Share Options without contribution or acquisition of Share Options without consideration(iii)

Determination of applicability of the Plan to the Purchase(iv)

Determination of the information to be provided by the Purchaser and the Board of Directors to the Independent
Committee and the reply deadline(v)

Scrutiny and examination of the content of the Purchase by the Purchaser- 31 -

(vi)Negotiation and consultation with the Purchaser(vii)

Requesting the Board of Directors to submit an alternative proposal and consideration of the alternative proposal provided
by the Board of Directors(viii) Decision to extend the Independent Committee Review Period(ix)

Determination of whether or not to convoke a general meeting of shareholders(x)

Approval of revisions or modifications to the Plan(xi)

Other matters that the Independent Committee is authorized to perform under the Plan

(xii)

Matters that the Board of Directors determined through consultation with the Independent Committee or otherwise
determined that the Independent Committee may perform

・The Independent Committee may request the attendance of the Company’s Directors, employees, and other persons it deems
necessary to gather necessary information and may request explanations regarding matters that the Independent Committee
requires.
・The Independent Committee may, at the Company’s expense, obtain advice from financial advisors, certified public accountants,
lawyers, tax accountants, consultants, and other experts.
・Each member of the Independent Committee may convoke a meeting of the Independent Committee in the event of the Purchaseor at any other time.
・Resolutions of the Independent Committee shall, in principle, be adopted by a majority of the votes of Independent Committee
members present at meetings attended by at least two-thirds of the members. (Includes attendance by video conference or telephone
conference. The same shall apply hereinafter.) However, in unavoidable circumstances, a resolution may be adopted throughapproval of a majority of voting rights of the Independent Committee members present at meetings attended by a majority of themembers.
14. Defined in Article 9, Paragraph (5) of the Enforcement Order for Enforcement of the Financial Instruments and Exchange Act.
15. If the Purchaser is a fund, it includes the information equivalent to that in 1) above for fund administrators, investors, or other members.
16. Examples include cases where, after a Purchase that has already commenced is canceled or withdrawn (if the Purchase is made througha tender offer, public notice of the withdrawal of the tender offer (the main clause of Article 27-11, Paragraph (2) of the Financial
Instruments and Exchange Act) is required to be made), the Purchaser submits a written covenant that 1) the Purchaser will not
implement the Purchase for a certain period of time, 2) the Purchaser will decrease its ownership ratio of share certificates, etc. to acertain level within a certain period of time, and 3) the Purchaser will not exercise the right to request an extraordinary general meetingof shareholders for a certain period of time, and the Purchaser complies with the covenant.
17. Examples include cases where, in the event that a Purchaser does not comply with the procedures set forth in the Plan and attempts toperform a Purchase, the Board of Directors may implement an allotment of share options without contribution, without holding a
Shareholders’ Intent Confirmation Meeting, paying the utmost respect to the opinion of the Independent Committee, because there isno time to hold a general meeting of shareholders or it is impossible to secure the information necessary for the shareholders to decide
whether the Purchase is appropriate, among other reasons.
18. At a Shareholders’ Intent Confirmation Meeting, the intent of shareholders shall in principle be confirmed by an ordinary resolution;
however, a Purchaser and a person who is deemed by the Independent Committee to have a special interest in the Purchaser in relation
to the proposal may be excluded from the calculation of the requirements for approval of the relevant proposal, taking into consideration
various circumstances in a comprehensive manner, including the purpose, method and details of the large-scale purchase, and thepossibility of a conflict of interest between the Purchaser and general shareholders.
19. A Shareholders’ Intent Confirmation Meeting includes those held after the resolution of the Board of Directors regarding theimplementation of an allotment of Share Options without contribution and before the effective date of the allotment of Share Options
without contribution.
20. An “affiliated party” refers to a person who substantially controls the other person, is controlled by the other person, or is under thesame control as the other person (including persons that the Board of Directors deemed to fall under the definition), or a person identified
by the Board of Directors as substantially acting in collaboration or cooperation with another individual. Furthermore, “control” refers
to “control the determination of financial and business policies” of another organization (defined in Article 3, Paragraph (3) of theRegulations for Enforcement of the Companies Act).
21. However, a person whose acquisition or holding of the Company’s shares is deemed by the Board of Directors to be harmless to theCompany’s corporate value or the common interest of shareholders, and other persons designated by the Board of Directors in the
Resolution for Allotment of Share Options Without Contribution, shall not fall under the category of a Non-Qualified Person.

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22. However, conditions may be attached that the exercise of such share options by Non-Qualified Persons will be permitted in certain
cases. Specifically, the following condition may be prescribed; after a Purchase that has already commenced is canceled or withdrawn(if the Purchase is made through a tender offer, public notice of the withdrawal of the tender offer (the main clause of Article 27-11,
Paragraph-(2) of the Financial Instruments and Exchange Act) is required to be made), if the Purchaser submits a written covenant that
1) the Purchaser will not implement a Purchase for a certain period of time, 2) the Purchaser will decrease the ownership ratio of sharecertificates, etc. to a certain level within a certain period of time, and 3) the Purchaser will not exercise the right to request an
extraordinary general meeting of shareholders for a certain period of time, and the Purchaser complies with the covenant, such a
Purchaser or Non-Qualified Person may exercise the share options that they hold only within a certain percentage.

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Appendix

Career Summary of Independent Committee Members
The following three persons are scheduled to be the members of the Independent Committee upon thisRenewal.
Name

Career summary
April 1990

Toru Kawaharabata(August 3, 1966）

Joined the Ministry of Transport (present Ministry of Land, Infrastructure,
Transport and Tourism (MLIT))
August 2004
Deputy General Manager, Corporate Planning Department, General
Planning Division, Japan Freight Railway Company
April 2011
Director-General, Planning and Tourism Department, Kyushu District
Transport Bureau, MLIT
September 2012 Director, Port Management and Operation Division, Ports and Harbours
BureauJuly 2014
Director, Air Navigation Services Planning Division, Air Navigation
Services Department, Civil Aviation Bureau
July 2016
Executive Director, National Agency for Automobile and Land Transport
Technology
July 2018
Director, General Affairs Division, Road Transport Bureau, MLIT
July 2019
Director-General, Air Navigation Services Department, Civil Aviation
BureauJuly 2020
Director-General, Chugoku District Transport Bureau
July 2021
Director-General, Kyushu District Transport Bureau
December 2022 Advisor, Nippon Life Insurance Company (present position)*Mr. Kawaharabata is a candidate for Outside Director of the Company, and the Company will register him as an Independent Officer with the
TSE and FSE. There is no special interest between Mr. Kawaharabata and the Company.

Name

Madoka Kitamura(May 24, 1957)

Career summary
June 2006
April 2011
June 2011
June 2013
April 2014
April 2020
June 2020

Executive Officer, TOTO KIKI LTD. (present TOTO LTD.）Managing Executive Officer
Director, Managing Executive Officer
Director, Senior Managing Executive Officer
President, Representative Director
Representative Director, Chairman of the Board (present position)
Director of the Board, Audit & Supervisory Committee member, theCompany (present position)(Significant concurrent positions: Representative Director, Chairman of the Board, TOTO
LTD.)

*Mr. Madoka Kitamura is currently an Outside Director, and the Company has registered him as an Independent Officer with the TSE and
FSE. The Company has transactions with TOTO LTD. in the form of receipt of freight handling fees and otherwise, but its amount constitutes
less than 1% of annual consolidated sales for each company.

Name

Career summary
December 1993
April 2007

Kyoko Matsuoka(September 14, 1964)

October 2012
November 2016
June 2020
June 2020

Representative Director, Matsuoka One Architects (present Spinglass
Architects) (present position)
Associate Professor, Department of Architecture, School of Science andTechnology for Future Life, Tokyo Denki University
President, NPO Fukuoka Architecture Foundation (present position)
Representative Director and President, Daio Co., Ltd. (present position)
Representative Director, Community Design in City Center (present
position)
Director of the Board, the Company

June 2022

Director of the Board, Audit & Supervisory Committee member (present
position)(Significant concurrent positions: Representative Director and President, Daio Co., Ltd.)*Ms. Kyoko Matsuoka is currently an Outside Director of the Company, and the Company has registered her as an Independent Officer with
the TSE and FSE. There is no special interest between Ms. Matsuoka and the Company.

- 34 -

Reference Material

Overview of the Flow of Procedures in this Plan

- 35 -