Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Securities Code: 9539
March 7, 2024
(Electronic provision starting date: March 5, 2024)
To Shareholders with Voting Rights:
Takashi Eguchi
Representative Director and President
Keiyo Gas Co., Ltd.
2-8-8, Ichikawa-minami, Ichikawa City,
Chiba Prefecture, JapanNOTICE OF
THE 139th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We hereby would like to inform you of the 139th Annual General Meeting of Shareholders of Keiyo Gas
Co., Ltd. (the “Company”), which will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for the electronic
provision of information contained in the Reference Documents for the General Meeting of Shareholders, etc.
(matters for electronic provision), which are posted as “Notice Of The 139th Annual General Meeting Of
Shareholders” on the Company’s website below.
The Company's website:(https://www.keiyogas.co.jp/company/ir/library.html)
In addition to the above, the same information is also posted on the website of the Tokyo Stock Exchange(TSE) at the Internet link below. Please access the TSE website, enter the Company’s name or the Securities
Code and search, then select “Basic information” and “Documents for public inspection/PR information” toview the information.
TSE website:(https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)
If you cannot attend on the day, you may exercise your voting rights in writing or via the Internet. Please
review the Reference Documents for the General Meeting of Shareholders included in the matters for electronic
provision, and exercise your voting rights no later than 5:00 p.m., Tuesday, March 26, 2024, Japan time.

-1-1. Date and Time:

Wednesday, March 27, 2024 at 10:00 a.m. Japan time

2. Place:

Head Office of the Company located at
2-8-8, Ichikawa-minami, Ichikawa City, Chiba Prefecture, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
139th Fiscal Year (January 1, 2023 – December 31, 2023) and results ofaudits by the Accounting Auditor and the Board of Corporate Auditors of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 139th Fiscal Year
(January 1, 2023 – December 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Eight (8) Directors
Proposal 3:
Election of One (1) Corporate Auditor
 Shareholders attending the Meeting are kindly requested to submit the enclosed Exercise of Voting Rights
form to the reception at the venue.
 The documents delivered to those shareholders who have requested the delivery of a paper copy do notinclude the following in accordance with laws, regulations and provisions of the Company’s Articles ofIncorporation. The documents enclosed thus are part of the documents audited by the Corporate Auditors andthe Accounting Auditor in preparing their Audit Reports.
1) “System to Ensure the Appropriateness of Business Activities” and “Summary of the Status of
Implementation of the System to Ensure the Appropriateness of Business Activities” in the Business Report
2) “Non-consolidated Statement of Changes in Equity” and “Notes to the Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements
3) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements” in
the Consolidated Financial Statements
The items 1) to 3) are included in the documents audited by the Corporate Auditors, and the items 2) and 3)
are included in the documents audited by the Accounting Auditor.
 Should any revisions be made to the matters for electronic provision, the revisions will be posted on thewebsites where they are posted.
 Video of the General Meeting of ShareholdersA highlight video of the proceedings of the general meeting of shareholders will be available later on theInternet. We will post the video on the Company’s website (https://www.keiyogas.co.jp/company/ir/library.html) as
soon as it is prepared after the closing of the meeting.



For the protection of the privacy of shareholders, we will avoid filming shareholders attending themeeting as much as possible, but please be kindly aware you still may be filmed under some unavoidable
circumstances.

-2-

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

Appropriation of Surplus

The Company operates businesses of a highly public nature with a primary focus on the gas business. Given
this, the Company’s basic policy regarding distribution of corporate earnings is to secure a solid managementbase and continue to pay stable dividends.
In line with this basic policy, the appropriation of surplus is proposed as follows.
1. Year-end dividend(1) Allocation of dividend property to shareholders and the total amount thereof¥30 per common share of the Company
Total amount of dividends: ¥326,795,040(2) Effective date of distribution of dividends of surplus
March 28, 2024

-3-

Proposal 2:

Election of Eight (8) Directors

The terms of office of all seven (7) incumbent Directors will expire at the conclusion of this Annual General
Meeting of Shareholders. Accordingly, the Company proposes to increase the number of Directors by one (1)and to elect eight (8) Directors in order to further strengthen the management supervision function.
This proposal has been deliberated by the Nomination and Remuneration Committee, the majority of which
consist of Independent Outside Directors, in order to secure the fairness and transparency of its procedures.
The candidates for Director are as follows:

No.

Name

1

Misao Kikuchi

2

Takashi Eguchi

3

Takashi Funaki

4

Koichi Kuno

5

Current positions and responsibilities
at the Company
Representative Director and Chairperson
Representative Director and President, Executive
President
In charge of business affairs in general, General
Affairs Department, Customer Information System(CIS) restructuring project, and Internal Control
Department
Director and Managing Executive Officer

Attributes of thecandidate[Reappointment][Reappointment]

Chief Executive of Gas Supply Division and in charge [Reappointment]of Purchase Department
Director and Managing Executive Officer
In charge of Corporate Planning Department,[Reappointment]
Personnel Department, Finance & Accounting
Department, Business Development Department, andArea Development Department

Wataru Maekawa

Outside Director[Reappointment][Outside][Independent]

6

Takao Mori

Outside Director[Reappointment][Outside][Independent]

7

Noboru Oishi

8

Kazuki Miura―

Executive Officer
General Manager of General Affairs Department[New Appointment]: Newly elected candidate for Director[Reappointment] Re-elected candidate for Director[Outside] Candidate for Outside Director[Independent] Independent Officer based on the provisions of the Tokyo Stock Exchange

-4-

[New
Appointment][New
Appointment]

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company,
and significant concurrent positions
November 1976
January 1977
January 1997
January 2003

1

Number ofshares of theCompany held

Corporate Auditor, Nanyu Shosha Co., Ltd.
Corporate Auditor, Takahagi Tanko Co., Ltd.
Vice President and Director
Representative Director and Vice President, Nanyu ShoshaCo., Ltd.
March 2003
Director, the Company
June 2014
Vice Chairman, Representative Director, Powdertech Co., Ltd.
Misao Kikuchi
June 2016
Chairman, Representative Director (to present)(April 9, 1950)
August 2016
Representative Director and Vice President, the Company
124,442
September 2016 Representative Director and President, Nanyu Shosha Co., Ltd.
[Reappointment](to present)
October 2016
Representative Director and Chairperson, the Company (topresent)[Significant concurrent positions]・ Representative Director and President, Nanyu Shosha Co., Ltd.
・ Chairman, Representative Director, Powdertech Co., Ltd.
・ Chairperson, Kikuchi Foundation[Reason for nomination as candidate for Director]
Ms. Kikuchi has extensive experience in corporate management, having assumed positions such as representative director
at other companies. She has been in charge of management of the Company as Director since March 2003, and as
Representative Director and Chairperson since October 2016. We propose her re-election as Director so that she canleverage her abundant experience and insight in the Company’s management.

-5-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company,
and significant concurrent positions
April 1983
April 2010
March 2013

2

Number ofshares of theCompany held

Joined the Company
General Manager of Finance & Accounting Department
Director and General Manager of Finance & Accounting
Department
March 2015
Managing Director
March 2019
Director and Managing Executive Officer
In charge of Information System Department, Finance &Accounting Department, and Purchase Department
Takashi Eguchi
March 2022
Director and Managing Executive Officer(March 6, 1961)
10,049In charge of General Affairs Department, Personnel
Department, Finance & Accounting Department, and Area
[Reappointment]
Development Department
March 2023
Representative Director and President, Executive President
In charge of business affairs in general, General Affairs
Department and Internal Control Department
January 2024
Representative Director and President, Executive President
In charge of business affairs in general, General Affairs
Department, CIS restructuring project, and Internal Control
Department (to present)[Reason for nomination as candidate for Director]
Mr. Eguchi has extensive work experience mainly in the accounting section, and he has been in charge of managementof the Company as Director since March 2013 and as Representative Director and President since March 2023. We
propose his re-election as Director so that he can leverage his abundant experience and insight in the Company’s
management.

-6-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company,
and significant concurrent positions
April 1986
April 2011
April 2013
March 2017

3

Number ofshares of theCompany held

Joined the Company
General Manager of Technical Training Department
General Manager of Corporate Planning Department
Director and General Manager of Corporate Planning
Department
March 2019
Director and Managing Executive Officer
Takashi Funaki
Chief Executive of Gas Supply Division and in charge of(May 21, 1963)
Technical Training Department
4,900
July 2020
Director and Managing Executive Officer
Chief Executive of Gas Supply Division[Reappointment]
March 2022
Director and Managing Executive Officer
Chief Executive of Gas Supply Division and in charge ofInformation System Department
March 2023
Director and Managing Executive Officer
Chief Executive of Gas Supply Division and in charge ofPurchase Department (to present)[Reason for nomination as candidate for Director]
Mr. Funaki has extensive work experience mainly in the corporate planning and supply sections, and he has been in
charge of management of the Company as Director since March 2017. We propose his re-election as Director so that hecan leverage his abundant experience and insight in the Company’s management.

-7-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company,
and significant concurrent positions
April 1989
March 2017
March 2020

4

Number ofshares of theCompany held

Joined the Company
General Manager of Customer Service Department
Executive Officer and General Manager of Customer Service
Department
March 2021
Executive Officer and General Manager of Corporate Planning
Department
March 2022
Director and Managing Executive Officer
Koichi Kuno
In charge of Corporate Planning Department, Purchase(March 10, 1967)
Department, and Business Development Department, and
1,900
General Manager of Corporate Planning Department[Reappointment]
July 2022
Representative Director and Vice President, Nanohana Pipeline
K.K.
March 2023
Director and Managing Executive Officer
In charge of Corporate Planning Department, Personnel
Department, Finance & Accounting Department, Business
Development Department, and Area Development Department,
the Company (to present)[Reason for nomination as candidate for Director]
Mr. Kuno has extensive work experience mainly in the sales and corporate planning sections and experience in corporate
management at another company, and he has been in charge of management of the Company as Director since March
2022. We propose his re-election as Director so that he can leverage his abundant experience and insight in the
Company’s management.

-8-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company,
and significant concurrent positions
May 1980

5January 1998
Wataru Maekawa April 2004
(February 10, 1950) March 2015
April 2020
[Reappointment]
May 2022[Outside][Independent]
February 2024

Registered as attorney-at-law (Dai-Ichi Tokyo Bar
Association)
Founded and took office as Head of Maekawa Law Firm
Vice-President, Dai-Ichi Tokyo Bar Association
Director, the Company (to present)
Founded and took office as Head of Maekawa Ito Law Firm
Outside Audit & Supervisory Board Member, Adastria Co.,Ltd.
Head, Maekawa Law Firm (to present)

Number ofshares of theCompany held

2,600

[Significant concurrent position]
・ Head, Maekawa Law Firm
[Reason for nomination as candidate for Outside Director and expected role]
As an attorney-in-law, Mr. Maekawa has abundant experience and a high level of insight mainly in the legal field. We
propose his re-election as Outside Director so that we may receive his advice and suggestions on all aspects of Company
management from a highly independent position.
Although he has never been directly involved in corporate management other than as an outside officer, we believe that
he can adequately perform his duties as Outside Director based on the reasons stated above.

-9-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company,
and significant concurrent positions
March 1991
July 2001

6

Number ofshares of theCompany held

Registered as certified public accountant
Founded and took office as Head of Takao Mori Certified
Public Accountant Office (to present)
May 2003
Registered as tax accountant
Takao Mori
September 2013 Partner, Seinan Audit Corporation(September 25,
June 2015
Outside Director, Aisei Pharmacy Co., Ltd.
1958)
March 2016
Director, the Company (to present)
2,300
January 2018
Managing Partner, Seinan Audit Corporation[Reappointment]
June 2021
Outside Director, Powdertech Co., Ltd. (to present)[Outside]
October 2023
Senior Partner, Fujimi Audit Corporation (to present)[Independent][Significant concurrent positions]・ Head, Takao Mori Certified Public Accountant Office・ Senior Partner, Fujimi Audit Corporation
・ Outside Director, Powdertech Co., Ltd.
[Reason for nomination as candidate for Outside Director and expected role]
As a certified public accountant and a tax accountant, Mr. Mori has abundant experience and a high level of insightmainly in the accounting field. We propose his re-election as Outside Director so that we may receive his advice andsuggestions on all aspects of Company management from a highly independent position.
Although he has never been directly involved in corporate management other than as an outside officer, we believe that
he can adequately perform his duties as Outside Director based on the reasons stated above.

- 10 -

No.

Name(Date of birth)

Past experience, positions and responsibilities at the Company,
and significant concurrent positions
April 1987
April 2013
January 2017
March 2019

7

Number ofshares of theCompany held

Joined the Company
General Manager of Customer Service Department
General Manager of Energy Sales Department
Executive Officer and General Manager of Energy Sales
Department
March 2020
Director and Executive Officer
Noboru Oishi
Vice Chief Executive of Sales Division, and General Manager(May 24, 1964)
1,500
of Energy Sales Department[New Appointment] January 2021
Director and Executive Officer
Vice Chief Executive of Sales Division, and General Manager
of Corporate Sales Department
March 2022
Retired from the Company
Director and Vice President, KEIYO GAS LIQUID Co., Ltd.
December 2022 Representative Director and President, KEIYO GAS LIQUID
Co., Ltd. (to present)[Reason for nomination as candidate for Director]
Mr. Oishi has extensive work experience mainly in the sales section and experience in corporate management at anothercompany and he had also been in charge of management of the Company as Director since March 2020. We propose hiselection as Director so that he can leverage his abundant experience and insight in the Company’s management.

- 11 -

No.

Name(Date of birth)

April 1990
April 2018
March 2020

Number ofshares of theCompany held

Joined the Company
General Manager of General Affairs Department
3,000
Executive Officer and General Manager of General Affairs[New Appointment]
Department (to present)[Reason for nomination as candidate for Director]
Mr. Miura has extensive work experience mainly in the general affairs section and he has been in charge of managementof the Company as Executive Officer since March 2020. We propose his election as Director so that he can leverage hisabundant experience and insight in the Company’s management.
Kazuki Miura(March 16, 1968)

8

Past experience, positions and responsibilities at the Company,
and significant concurrent positions- 12 -

(Notes)

1. The Company has business relationships with all the companies represented by Ms. Misao Kikuchi.
2. Although there are no special interests between each of the candidates and the Company, theCompany has a consignment relationship with the law firm to which Mr. Wataru Maekawa belongs,
for legal consultation services based on a legal advisory contract.
3. Mr. Wataru Maekawa and Mr. Takao Mori are candidates for Outside Director. The Company hasregistered them as Independent Officers with the Tokyo Stock Exchange.
4. Mr. Wataru Maekawa and Mr. Takao Mori will have served as Outside Directors for nine (9) years
and eight (8) years, respectively, at the conclusion of this Annual General Meeting of Shareholders.
5. The Company has concluded with an insurance company a directors and officers liability insurance
agreement, pursuant to Article 430-3, Paragraph (1) of the Companies Act. The outline of thecontents of the insurance agreement is as described in the Japanese version of the business report(4. (3) Outline of the contents of the directors/auditors and officers liability insurance agreement).
If the appointment of the candidates for Director is approved, they will be included as insured
persons in the insurance agreement. In addition, we plan to have the same content in the next update.
6. The Company has entered into a liability limitation agreement with Mr. Wataru Maekawa and Mr.
Takao Mori, respectively, pursuant to Article 423, Paragraph (1) of the Companies Act, which limits
the liability for damages to the amount prescribed by laws and regulations. The Company plans tocontinue the said agreement with them if their re-election is approved.
7. The skill matrix of the Company’s Directors if their appointment is approved is as follows. *1
Corporate
management andorganization
management

Finance andaccounting

Legal affairs,
internal control
and complianceMisao Kikuchi

●

●

●

Takashi Eguchi

●

●

●

Takashi Funaki●

Koichi Kuno●

Wataru Maekawa●

Takao Mori●

Noboru Oishi

●

Name

Skill

Kazuki Miura

Sales andmarketing

Environment
andSustainability

Energy business

●
●
●
●

●
●

●

●

●

●

●

*1 The above table does not show all the skills that each person possesses.
*2 DX (Digital Transformation)*3 R&D (Research and Development)- 13 -

DX*2
and
R&D*3

●
●

Proposal 3:

Election of One (1) Corporate Auditor

The term of office of Corporate Auditor Mr. Toshio Kagami will expire at the conclusion of this Annual
General Meeting of Shareholders. Accordingly, the Company proposes the appointment of one (1) Corporate
Auditor.
This proposal has been deliberated by the Nomination and Remuneration Committee, the majority of which
consist of Independent Outside Directors, in order to secure the fairness and transparency of its procedures.
Furthermore, we have obtained the consent of the Board of Corporate Auditors for this proposal.
The candidate for Corporate Auditor is as follows:
Past experience, positions at the Company,
and significant concurrent positions

Name(Date of birth)

Number of sharesof the Company
heldApril 1958
October 1976

Joined Keisei Electric Railway Co., Ltd.
General Manager of Real Estate Department Oriental
Land Co., Ltd.
June 1981
Executive Director, General Manager of General
Affairs Department and Human Resources Department
June 1983
Executive Managing Director
June 1991
Senior Executive Managing Director
Toshio Kagami
June
1993
Executive
Director and Executive Vice President(January 5, 1936)
June 1995
Representative Director and President
6,800
March 2004
Corporate Auditor, the Company (to present)[Reappointment]
June 2005
Representative Director, Chairman and CEO, Oriental[Outside]
Land Co., Ltd.
[Independent]
June 2023
Representative Director, Chairman of the Board of
Directors (to present)[Significant concurrent positions]・ Representative Director, Chairman of the Board of Directors, Oriental
Land Co., Ltd.
・ Executive Director, Milial Resort Hotels Co., Ltd.
[Reason for nomination as candidate for Outside Corporate Auditor]
Mr. Kagami has extensive experience and knowledge in corporate management and he has also been serving as Outside
Corporate Auditor of the Company since March 2004. We propose his re-election as Outside Corporate Auditor so that
he can leverage his abundant experience and a high level of insight in the audit and supervision of the Company’s
management.
(Notes) 1.
2.

3.
4.

There are no special interests between Mr. Toshio Kagami and the Company.
Mr. Toshio Kagami is a candidate for Outside Corporate Auditor. He will have served as Outside
Corporate Auditor for twenty (20) years at the conclusion of this Annual General Meeting of
Shareholders.
The Company has registered Mr. Toshio Kagami as Independent Officer with the Tokyo Stock
Exchange.
The Company has concluded with an insurance company a directors and officers liability
insurance agreement, pursuant to Article 430-3, Paragraph (1) of the Companies Act. The outline- 14 -

5.

of the contents of the insurance agreement is as described in the Japanese version of the business
report (4. (3) Outline of the contents of the directors/auditors and officers liability insurance
agreement). If the appointment of Mr. Toshio Kagami is approved, he will be included as aninsured person in the insurance agreement. In addition, we plan to have the same content in thenext update.
The Company has entered into a liability limitation agreement with Mr. Toshio Kagami, pursuant
to Article 423, Paragraph (1) of the Companies Act, which limits the liability for damages to theamount prescribed by laws and regulations. The Company plans to continue the said agreementwith him if his re-election is approved.

- 15 -