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

(Securities code: 9006)
June 6, 2018
To our shareholders
Kazuyuki Harada
President

Keikyu Corporation
2-20-20, Takanawa, Minato-ku, Tokyo

Notice of the 97th Annual General Meeting of Shareholders
You are cordially invited to attend the 97th Annual General Meeting of Shareholders of Keikyu
Corporation (hereinafter “the Company”), which will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the internet.
Please review the Reference Documents for the General Meeting of Shareholders provided at the back ofthis document, and make sure that your votes are submitted no later than 5:45 p.m. on Wednesday, June 27,2018 (Japan Standard Time).
1. Date and Time: Thursday, June 28, 2018, at 10:00 a.m. (Japan Standard Time)
2. Venue:

Ballroom, TKP GardenCity Shinagawa
SHINAGAWA GOOS (1st floor)
3-13-3, Takanawa, Minato-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports for the Consolidated
Financial Statements by the Accounting Auditor and the Audit & Supervisory Board, for the 97th
Fiscal Year (from April 1, 2017 to March 31, 2018)
2. Non-consolidated Financial Statements for the 97th Fiscal Year (from April 1, 2017 to March 31,
2018)
Matters to be resolved:
Proposal No. 1:

Appropriation of surplus

Proposal No. 2:

Election of fifteen (15) Directors

Proposal No. 3:

Election of one (1) Audit & Supervisory Board Member

Proposal No. 4:

Revision of Remuneration for Outside Directors

1) The Business Report audited by the Audit & Supervisory Board members and the Consolidated
Financial Statements and the Non-consolidated Financial Statements audited by the Accounting
Auditor include, in addition to each statement attached to this notice, part of the frameworks andpolicies of the Company mentioned in the Business Report, the Consolidated Statement of Changes in
Equity, the Notes to the Consolidated Financial Statements, the Non-consolidated Statement of
Changes in Equity and the Notes to the Non-consolidated Financial Statements that have been postedon the Company’s website (http://www.keikyu.co.jp/). Pursuant to the relevant laws and regulations
and Article 15 of the Company’s Articles of Incorporation, portion of content with respect to the
Corporate Structure and Policy contained in the Business Report, the Consolidated Statement of
Changes in Equity, the Notes to the Consolidated Financial Statements, the Non-consolidated-1-

Statement of Changes in Equity and the Notes to the Non-consolidated Financial Statements are notattached to this notice.
2) Please note that any modifications to the Reference Documents for the General Meeting of
Shareholders, the Business Report, the Consolidated Financial Statements and the Non-consolidated
Financial Statements shall be posted on the Company’s website. (http://www.keikyu.co.jp/)
Exercising Voting Rights
Please be noted that the following conditions will apply to the cases of exercising voting rights using avoting form or via the Internet.
1. If you have exercised your voting rights more than once via the Internet, the last exercise will bedeemed valid.
2. If you have exercised your voting rights both by voting form and via the Internet, the one arriving
latest will be deemed valid.
3. If the results of exercise both by voting form and via the Internet happen to arrive on the same day,the one exercised via the Internet will be deemed valid.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Documents
Proposal No. 1: Appropriation of surplus
The Company regards the appropriate return of profits to shareholders as one of the most importantmanagement priorities. The Company’s policy on distribution of profits is to maintain stable dividend
payments, taking operating performance and financial position into consideration.
To reward shareholders’ ongoing support and to meet shareholders’ expectations, in light of the fact that theCompany marked its 120th anniversary in February this year, the Company plans to pay a year-end
dividend for the current fiscal year as follows:
Items on year-end dividend
1. Items on allocation of dividend property to shareholders and its total amount¥8 per the Company’s common share
Total: ¥2,203,293,912(¥7 for regular dividend and ¥1 for special dividend)
The Company conducted a consolidation of common shares of the Company at a rate of two shares
into one effective on October 1, 2017. As we paid ¥3.50 per share as the interim dividend, the total
annual dividend for the term will be ¥7.50 per share before the share consolidation as the sum of¥3.50 of interim dividend and ¥4 of year-end dividend, or ¥15 per share after the share consolidation
as the sum of ¥7 of interim dividend and ¥8 of year-end dividend.
2. Effective date of dividends from surplus
June 29, 2018-3-

Proposal No. 2: Election of fifteen (15) Directors
The terms of office of all sixteen (16) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, we propose that fifteen (15) Directors be elected.
The candidates for Directors are as follows:
These candidates have been approved by the Board of Directors upon consultation with the Nominating andCompensation Committees whose majority is comprised of Independent Outside Directors.
No.

Name of Directors

Current Position in the Company

Number of Boardof Directors
Meetings Attended

1

Reappointment

Tsuneo Ishiwata

Chairman of the Board,
Representative Director

13/13

2

Reappointment

Kazuyuki Harada

President, Representative
Director

13/13

3

Reappointment

Toshiyuki Ogura

Executive Vice President

13/13

4

Reappointment

Takashi Michihira

Executive Director

12/13

5

Reappointment

Yuichiro Hirokawa

Executive Director

12/13

6

Reappointment

Toshiaki Honda

Executive Director

13/13

7

Reappointment

Kenji Sasaki

Director

OutsideIndependent officer

13/13

8

Reappointment

Michiko Tomonaga

Director

OutsideIndependent officer

12/13

9

Reappointment

Takeshi Hirai

Director

13/13

10

Reappointment

Kenryo Ueno

Director

13/13

11

Reappointment

Kazuo Urabe

Director

13/13

12

Reappointment

Shizuyoshi Watanabe Director

13/13

13

Reappointment

Yukihiro Kawamata

Director

13/13

14

Reappointment

Kenji Sato

Director

10/10

15

New

Yoshinori Terajima

–

Note:

OutsideIndependent officer–

The number of Board of Directors meetings attended for Mr. Kenji Sato considers only the Board of Directors
meetings held after his assumption as Director on June 29, 2017.

-4-

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1964 Joined the Company
Jun. 1995 Director, the Company
Tsuneo Ishiwata
Jun. 1999 Executive Director, the Company
1Jun. 2003 Senior Executive Director, the Company
Date of birth
Reappointment
Jun. 2003 Representative Director, the Company (present)
April 5, 1941 (77 years old)
Jun. 2005 President, the Company
Tenure as Director
Jun. 2013 Chairman of the Board, the Company (present)
23 years (At the conclusion of(Significant concurrent positions)this Annual General Meeting ofChairman, Kanagawa-ken Employer’s Association
Shareholders)
Chairman, Kanagawa Association of Corporate Executives
Number of Board of Directors Outside Audit & Supervisory Board Member, Gurunavi, Inc.
Outside Director, Tokai Kisen Co., Ltd.
Meetings Attended[Reasons
for nominating the candidate for director]
13/13
Mr. Tsuneo Ishiwata has been engaged primarily in accounting andNumber of the Company’sbusiness management and obtained abundant experiences and deep
shares owned
insights in these areas. He assumed the position of President of the89,500 SharesCompany in June 2005, and serves as Chairman of the Board
responsible for the business management of the Group since June
2013. The Company considers that he has properly performed his
duties in decision-making on important business matters, supervisingbusiness execution, etc. and hence, appointed him as a candidate for
Director.
Note:
Mr. Tsuneo Ishiwata is Chairman of the Kanagawa-ken Employer’s Association, and the Company pays
membership fees, etc. to said association. He is also Chairman of the Kanagawa Association of Corporate
Executives. Although the Company pays membership fees, etc. to said association, the amounts are negligible.
No.

Name, etc. of Directors

No.

Name, etc. of Directors

Kazuyuki Harada
2
Reappointment

Date of birthJanuary 22, 1954 (64 years old)
Tenure as Director
11 years (At the conclusion ofthis Annual General Meeting of
Shareholders)Number of Board of Directors
Meetings Attended
13/13
Number of the Company’s
shares owned
40,400 Shares

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1976 Joined the Company
Jun. 2007 Director, the Company
Jun. 2010 Executive Director, the Company
Jun. 2011 Senior Executive Director, the Company
Jun. 2013 President and in charge of Inquiry and Auditing GroupOperating Department, the Company (present)
Jun. 2013 Representative Director, the Company (present)(Significant concurrent positions)
Outside Director, Japan Airport Terminal Co., Ltd.
Outside Director, NKB Inc.
Outside Director, Yokohama Shintoshi Center Corporation[Reasons for nominating the candidate for director]
Mr. Kazuyuki Harada has been engaged primarily in railway businessand human resources and obtained abundant experiences and deep
insights in these areas. He serves as President of the Company
responsible for the business management of the Group since June
2013. The Company considers that he has properly performed his
duties in decision-making on important business matters, supervisingbusiness execution, etc. and hence, appointed him as a candidate for
Director.

-5-

No.

Name, etc. of Directors

Toshiyuki Ogura
3
Reappointment

No.

4
Reappointment

No.

5
Reappointment

Date of birth
October 12, 1954 (63 years old)
Tenure as Director
11 years (At the conclusion ofthis Annual General Meeting of
Shareholders)Number of Board of Directors
Meetings Attended
13/13
Number of the Company’s
shares owned
27,600 Shares

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1978 Joined the Company
Jun. 2007 Director, the Company
Jun. 2011 Executive Director, the Company
Jun. 2014 Senior Executive Director, the Company
Jun. 2015 Senior General Manager, Development andAdministration of Facilities Headquarters and Office
Manager, Shinagawa Development Department, theCompany (present)
Jun. 2016 Executive Vice President and Executive Manager, theCompany (present)(Significant concurrent position)
Outside Director, KAGETSUEN KANKO Co., Ltd.
[Reasons for nominating the candidate for director]
Mr. Toshiyuki Ogura has been engaged primarily in railway businessand development projects, and obtained abundant experiences anddeep insights in these areas. He serves as Director of the Company
since June 2007. The Company considers that he has properly
performed his duties in decision-making on important businessmatters, supervising business execution, etc. and hence, appointed
him as a candidate for Director.

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1982 Joined the Company
Jun. 2007 President, Keikyu Electric Engineering Co., Ltd.
Takashi Michihira
Jun. 2011 Director, the Company
Jun. 2015 Executive Director, the Company (present)
Date of birthJun. 2015 Senior General Manager, Railway Headquarters, theApril 10, 1958 (60 years old)
Company (present)
Tenure as Director[Reasons for nominating the candidate for director]
7 years (At the conclusion of this Mr. Takashi Michihira has been engaged primarily in railway
Annual General Meeting ofbusiness and obtained abundant experiences and deep insights in thisarea. He serves as Director of the Company since June 2011. The
Shareholders)Number of Board of Directors Company considers that he has properly performed his duties indecision-making on important business matters, supervising businessMeetings Attended
execution, etc. and hence, appointed him as a candidate for Director.
12/13
Number of the Company’s
shares owned
15,300 Shares
Name, etc. of Directors

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1982 Joined the Company
Yuichiro Hirokawa Jun. 2007 General Manager, Accounts and Finance Department, theCompany (present)
Jun. 2011 Director, the Company
Date of birthJun. 2016 Executive Director, the Company (present)
July 26, 1958 (59 years old)
[Reasons for nominating the candidate for director]
Tenure as Director
Mr. Yuichiro Hirokawa has been engaged primarily in accounting and7 years (At the conclusion of this obtained abundant experiences and deep insights in this area. He
Annual General Meeting ofserves as Director of the Company since June 2011. The Company
considers that he has properly performed his duties in decisionShareholders)Number of Board of Directors making on important business matters, supervising businessexecution, etc. and hence, appointed him as a candidate for Director.
Meetings Attended
12/13
Number of the Company’s
shares owned
18,600 Shares
Name, etc. of Directors

-6-

No.

6
Reappointment

Note:

Mr. Toshiaki Honda is President of the R-Bank Co., Ltd. The Company has a business relationship with R-Bank
Co., Ltd. regarding real estate leasing, but the payment to the Company is negligible.

No.

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Jun. 2000 President, NHK SPRING CO., LTD.
Jun. 2006 Chairman of the Board, NHK SPRING CO., LTD.
Kenji Sasaki(resigned in June 2013)
Dec. 2007 President, Yokohama Chamber of Commerce andDate of birth
Industry (resigned in October 2015)
September 1, 1938 (79 years old) Jun. 2008 Outside Audit & Supervisory Board Member, Yokohama
Tenure as outside Director
Shintoshi Center Corporation (resigned in June 2016)
3 years (At the conclusion of this Jun. 2015 Director, the Company (present)
Annual General Meeting of[Reasons for nominating the candidate for outside director]
Mr. Kenji Sasaki has once served as the president of a leading
Shareholders)Number of Board of Directors manufacturer of automotive components as well as the representativeof local economy and society, and obtained abundant experiences andMeetings Attended
broad insights in these areas. He serves as Outside Director of the
13/13
Company since June 2015. The Company considers that he has
Number of the Company’s
properly performed his duties in supervising business execution, etc.
shares ownedof the Company and hence, appointed him as a candidate for Outside
Director.
0 Shares
Name, etc. of Directors

7
Reappointment
OutsideIndependent
officer

Notes:

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1982 Joined the Company
Mar. 2011 President, Keikyu EX Inn Co., Ltd.
Toshiaki Honda
Jun. 2011 Director, the Company
Jun. 2016 Executive Director, the Company (present)
Date of birthSep. 2016 General Manager, Machi Creation Department,
July 12, 1958 (59 years old)
Development and Administration of Facilities
Tenure as Director
Headquarters, the Company (present)
7 years (At the conclusion of this Jun. 2017 Office Manager, Business Creation Department, theAnnual General Meeting ofCompany (present)
Shareholders)(Significant concurrent position)
Number of Board of Directors President, R-Bank Co., Ltd.
[Reasons for nominating the candidate for director]
Meetings Attended
Mr. Toshiaki Honda has been engaged primarily in leisure services
13/13
business and development projects, and obtained abundant
Number of the Company’s
experiences and deep insights in these areas. He serves as Director ofshares owned
the Company since June 2011. The Company considers that he has
14,500 Sharesproperly performed his duties in decision-making on importantbusiness matters, supervising business execution, etc. and hence,
appointed him as a candidate for Director.
Name, etc. of Directors

1. Mr. Kenji Sasaki satisfies the “Independence Criteria for Outside Officers” established by the Company (Pleasesee page 14 and 15).
2. The Company has designated him as an independent officer pursuant to the requirements of the Tokyo Stock
Exchange and has given notification thereof to the exchange.
3. The Company has entered into agreement with him to limit liability for damages pursuant to Article 423,
paragraph 1 of the Companies Act, and the limit amount for liability for damages pursuant to these agreements
is the minimum liability amount prescribed by laws and regulations.
If he is elected as proposed, the Company plans to conclude limited liability agreements of the same content
with him.
4. NHK SPRING CO., LTD., for which he served as a Director until June, 2013, received a cease and desist orderand a penalty payment order in February 2018, pursuant to the Antimonopoly Act by the Japan Fair Trade
Commission for transactions regarding hard disk drive suspensions during his term of office.
5. He was the Outside Audit & Supervisory Board Member of Yokohama Shintoshi Center Corporation, theaffiliated company of the Company, in the last five years.

-7-Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Mar. 1975 Registered as Certified Public Accountant
Michiko Tomonaga Jul. 2007 Vice President, the Japanese Institute of Certified Public
Accountants (resigned in July 2010)
8
Jul. 2008 Senior Partner, Ernst & Young ShinNihon LLC (resigned
Date of birth
Reappointment
in June 2010)
July 26, 1947 (70 years old)
Jun.
2010
Audit
& Supervisory Board Member, the Company
OutsideTenure as outside Director(resigned in June 2016)
2 years (At the conclusion of this Jun. 2011 Outside Audit & Supervisory Board Member, NIPPON
Independent
officer
TELEGRAPH AND TELEPHONE CORPORATION
Annual General Meeting of(present)
Shareholders)
Jun.
2014
OutsideDirector, Japan Exchange Group, Inc. (resigned
Number of Board of Directors
in June 2016)
Meetings Attended
Jun. 2016 Director, the Company (present)
12/13(Significant concurrent positions)
Number of the Company’s
Certified Public Accountant
shares owned
Outside Audit & Supervisory Board Member, NIPPONTELEGRAPH AND TELEPHONE CORPORATION
0 Shares[Reasons for nominating the candidate for outside director]
Ms. Michiko Tomonaga has once served as Vice President of theJapanese Institute of Certified Public Accountants as well as theoutside officer of major telecommunications company, and obtained
abundant experiences and broad insights in these areas.
After properly performing her duties as Outside Audit & Supervisory
Board Member of the Company during June 2010 through June 2016,she has served as Outside Director of the Company since June 2016.
The Company considers that she has properly performed her duties insupervising business execution, etc. of the Company and hence,
appointed her as a candidate for Outside Director.
Notes: 1. Ms. Michiko Tomonaga satisfies the “Independence Criteria for Outside Officers” established by the Company(Please see page 14 and 15). While she is a former Senior Partner of Ernst & Young ShinNihon LLC (resigned
in June, 2010), with which the Company has transactions including auditing of the Company by the former, thetotal amount of remuneration paid by the Company to Ernst & Young ShinNihon LLC pertaining to the fiscal
year under review is ¥99 million (0.1% of the total net sales of the audit corporation in the latest business year),which is below the criterion of “audit corporation that receives money or other property benefits in an amountexceeding a certain threshold from the Company” (2% of the total net sales of the audit corporation in the latest
business year) in the “Independence Criteria for Outside Officers”.
2. The Company has designated her as an independent officer pursuant to the requirements of the Tokyo Stock
Exchange and has given notification thereof to the exchange.
3. The Company has entered into agreement with her to limit liability for damages pursuant to Article 423,
paragraph 1 of the Companies Act, and the limit amount for liability for damages pursuant to these agreements
is the minimum liability amount prescribed by laws and regulations.
If she is elected as proposed, the Company plans to conclude limited liability agreements of the same content
with her.
No.

Name, etc. of Directors

-8-

No.

9
Reappointment

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1982 Joined the Company
Jun. 2006 Transferred to Keihin Kyuko Bus Co., Ltd.
Takeshi Hirai
Jun. 2012 Director, the Company (present)
Jun. 2013 President, Keihin Kyuko Bus Co., Ltd. (present)
Date of birth(Significant concurrent position)
August 29, 1958 (59 years old)
President, Keihin Kyuko Bus Co., Ltd.
Tenure as Director[Reasons for nominating the candidate for director]
6 years (At the conclusion of this Mr. Takeshi Hirai has been engaged primarily in bus business, andAnnual General Meeting ofobtained abundant experiences and deep insights in this area. He
Shareholders)
serves as Director of the Company since June 2012. The Company
Number of Board of Directors considers that he has properly performed his duties in decisionmaking on important business matters, supervising businessMeetings Attended
execution, etc. and hence, appointed him as a candidate for Director.
13/13
Name, etc. of Directors

Number of the Company’s
shares owned
9,100 Shares

No.

10
Reappointment

No.

11
Reappointment

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1984 Joined the Company
Jun. 2013 Director, the Company (present)
Kenryo Ueno
Jun. 2013 President, Keikyu Department Store Co., Ltd. (present)(Significant concurrent positions)
Date of birthPresident, Keikyu Department Store Co., Ltd.
May 1, 1960 (58 years old)
Outside Director, SAIKAYA Co., Ltd. (scheduled to resign in May
Tenure as Director
2018)
5 years (At the conclusion of this [Reasons for nominating the candidate for director]
Annual General Meeting of
Mr. Kenryo Ueno has been engaged primarily in retailing business,and obtained abundant experiences and deep insights in this area. He
Shareholders)Number of Board of Directors serves as Director of the Company since June 2013. The Company
considers that he has properly performed his duties in decisionMeetings Attended
making on important business matters, supervising business
13/13
execution, etc. and hence, appointed him as a candidate for Director.
Number of the Company’s
shares owned
7,000 Shares
Name, etc. of Directors

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1984 Joined the Company
Jun. 2009 President, Keikyu Station Service Co., Ltd.
Kazuo Urabe
Jun. 2015 Director, the Company (present)
Jun. 2015 Office Manager, Corporate Strategy Department, and in
Date of birthcharge of Personnel Department, the Company (present)
November 3, 1961 (56 years old)
[Reasons for nominating the candidate for director]
Tenure as Director
Mr. Kazuo Urabe has been engaged primarily in railway business and3 years (At the conclusion of this general affairs and obtained abundant experiences and deep insights
Annual General Meeting ofin these areas. He serves as Director of the Company since June
2015. The Company considers that he has properly performed his
Shareholders)Number of Board of Directors duties in decision-making on important business matters, supervisingbusiness execution, etc. and hence, appointed him as a candidate for
Meetings Attended
Director.
13/13
Number of the Company’s
shares owned
7,000 Shares
Name, etc. of Directors

-9-

No.

12
Reappointment

No.

13
Reappointment

No.

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1986 Joined the Company
Shizuyoshi Watanabe Jun. 2010 General Manager, General Affairs Department, theCompany (present)
Jun. 2015 Director, the Company (present)
Date of birthJun. 2017 In charge of Public Relations and Press Department, theDecember 6, 1961 (56 years old)
Company (present)
Tenure as Director[Reasons for nominating the candidate for director]
3 years (At the conclusion of this Mr. Shizuyoshi Watanabe has been engaged primarily in general
Annual General Meeting ofaffairs and business management and obtained abundant experiencesand deep insights in these areas. He serves as Director of the
Shareholders)Number of Board of Directors Company since June 2015. The Company considers that he has
properly performed his duties in decision-making on important
Meetings Attended
business matters, supervising business execution, etc. and hence,
13/13
appointed him as a candidate for Director.
Number of the Company’s
shares owned
4,400 Shares
Name, etc. of Directors

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1986 Joined the Company
Yukihiro Kawamata Jun. 2016 Director, the Company (present)
Jun. 2016 General Manager, Business Strategy Department,
Development and Administration of Facilities
Date of birth
Headquarters and General Manager, Shinagawa
February 10, 1964 (54 years old)
Development Department, the Company (present)
Tenure as Director[Reasons for nominating the candidate for director]
2 years (At the conclusion of this Mr. Yukihiro Kawamata has been engaged primarily in hotel businessand business management and obtained abundant experiences andAnnual General Meeting ofdeep insights in these areas. He serves as Director of the Company
Shareholders)Number of Board of Directors since June 2016. The Company considers that he has properly
performed his duties in decision-making on important businessMeetings Attended
matters, supervising business execution, etc. and hence, appointed
13/13
him as a candidate for Director.
Number of the Company’s
shares owned
12,100 Shares
Name, etc. of Directors

Name, etc. of Directors

Kenji Sato
14
Reappointment

Date of birthJanuary 24, 1962 (56 years old)
Tenure as Director
1 year (At the conclusion of thisAnnual General Meeting of
Shareholders)Number of Board of Directors
Meetings Attended
10/10
Number of the Company’s
shares owned
2,710 Shares

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1984 Joined the Company
Sep. 2013 President, Keikyu Station Commerce Co., Ltd.
Jun. 2017 Director, the Company (present)
Jun. 2017 President, Keikyu Store Co., Ltd. (present)(Significant concurrent position)
President, Keikyu Store Co., Ltd.
[Reasons for nominating the candidate for director]
Mr. Kenji Sato has been engaged primarily in retailing business andobtained abundant experiences and deep insights in this area. He
serves as Director of the Company since June 2017. The Company
considers that he has properly performed his duties in decisionmaking on important business matters, supervising businessexecution, etc. and hence, appointed him as a candidate for Director.

- 10 -

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Jul. 2010 Director and Executive Officer, Nippon Life Insurance
Company
Yoshinori Terajima
Apr.
2011
Directorand Managing Executive Officer, Nippon Life
15
Insurance Company
Date of birth
New
Mar. 2014 Director and Senior Managing Executive Officer, Nippon
January 2, 1959 (59 years old)
Life Insurance Company
OutsideTenure as outside Director
Mar. 2016 Representative Director and Senior Managing Director of–
Nippon Life Insurance Company
Independent
officerNumber of Board of Directors Mar. 2017 Representative Director, Executive Vice President of
Nippon Life Insurance Company
Meetings Attended
Jun. 2017 Outside Director, Asahi Broadcasting Corporation–(current Asahi Broadcasting Group Holdings
Number of the Company’s
Corporation) (present) (scheduled to resign in June 2018)
shares owned
Mar. 2018 Director, Nippon Life Insurance Company (present)
0 Shares
Apr. 2018 President, Representative Director, Taisay Building
Management Co., Ltd. (present)(Significant concurrent positions)
Director, Nippon Life Insurance Company
President, Representative Director, Taisay Building Management Co.,Ltd.
Outside Director, Asahi Broadcasting Group Holdings Corporation(scheduled to resign in June 2018)[Reasons for nominating the candidate for outside director]
Mr. Yoshinori Terajima has once served as an executive officer of amajor life insurance company responsible for sales promotion andhuman resource operations thereof, as well as the outside officer ofmajor broadcasting company, and obtained abundant experiences andbroad insights in these areas and hence, the Company judges him tobe qualified to serve as a Director of the Company and appointed him
as a candidate for Outside Director.
Notes: 1. Mr. Yoshinori Terajima satisfies the “Independence Criteria for Outside Officers” established by the Company(Please see page 14 and 15). He is currently serving as Director of Nippon Life Insurance Company, with which
the Company has transactions such as borrowing of funds. However, because the amount of borrowing accounts
for less than 10% of the total amount of borrowing of the Company, the company does not fall under the criteria,“a major lender of the Company” (a financial institution with which the Company was relying on, with nosubstitute, for its funds procurement at the end of the most recent business year) as stipulated in the“Independence Criteria for Outside Officers.”
2. If he is elected as proposed, the Company plans to designate him as an independent officer pursuant to therequirements of the Tokyo Stock Exchange and give notification thereof to the exchange.
3. The Company plans to enter into agreements with him to limit liability for damages pursuant to Article 423,
paragraph 1 of the Companies Act, and the limit amount for liability for damages pursuant to these agreements
is the minimum liability amount prescribed by laws and regulations.
No.

Name, etc. of Directors- 11 -

Proposal No. 3: Election of one (1) Audit & Supervisory Board Member
Among the four (4) Audit & Supervisory Board Members currently in office, the term of office of Mr.
Akisato Saruta will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we
propose that one (1) Audit & Supervisory Board Member be elected.
The candidate for Audit & Supervisory Board Member is as follows.
The Company has already received the approval for this proposal from the Audit & Supervisory Board.
Name, etc. of
Audit & Supervisory Board Member

Brief Personal Profile, Position in the Company, and Significant
Concurrent Positions
Apr. 2008 Executive Officer, Mizuho Trust & Banking Co. Ltd.
Apr. 2009 Managing Executive Officer, Mizuho Trust & Banking
Akira Moriwaki
Co. Ltd. (resigned in April 2013)
Apr. 2011 Managing Executive Officer, Mizuho Financial Group,
Date of birthInc. (resigned in April 2012)
New
April 16, 1956 (62 years old)
Apr. 2013 Director, Trust & Custody Services Bank, Ltd.
OutsideTenure as outside Director
Jun. 2013 President & CEO, Trust & Custody Services Bank, Ltd.
(present) (scheduled to resign in June 2018)–
Independent
officerNumber of Board of Directors (Significant concurrent position)
President & CEO, Trust & Custody Services Bank, Ltd. (scheduled to
Meetings Attended
resign in June 2018)–[Reasons for nominating the candidate for outside audit &Number of Audit &supervisory board member]Supervisory Board Meetings
Mr. Akira Moriwaki has once served as an executive officer
Attended
responsible for corporate planning operations and asset managementof major financial institution, and has been serving as the president of–an asset management company, and obtained abundant experiences
Number of the Company’s
and broad insights in these areas and hence, the Company judges him
shares owned
to be qualified to serve as an Audit & Supervisory Board Member of
0 Sharesthe Company and appointed him as a candidate for Outside Audit &Supervisory Board Member.
Notes: 1. Mr. Akira Moriwaki satisfies the “Independence Criteria for Outside Officers” established by the Company(Please see page 14 and 15). He served as Managing Executive Officer of Mizuho Trust & Banking Co. Ltd.
with which the Company has transactions such as borrowing of funds. However, because the amount ofborrowing accounts for less than 10% of the total amount of borrowing of the Company, the company does not
fall under the criteria, “a major lender of the Company” (a financial institution with which the Company was
relying on, with no substitute, for its funds procurement at the end of the most recent business year) as
stipulated in the “Independence Criteria for Outside Officers.”
2. If he is elected as proposed, the Company plans to designate him as an independent officer pursuant to therequirements of the Tokyo Stock Exchange and give notification thereof to the exchange.
3. The Company plans to enter into agreements with him to limit liability for damages pursuant to Article 423,
paragraph 1 of the Companies Act, and the limit amount for liability for damages pursuant to these agreements
is the minimum liability amount prescribed by laws and regulations.
4. In December 2013, Mizuho Financial Group, Inc., where Mr. Akira Moriwaki has served as Managing
Executive Officer until April 2012, received a business improvement administrative order by the Japanese
Financial Services Agency concerning the transactions of joint loans provided by Mizuho Bank Co., Ltd. with
anti-social forces conducted during Mr. Akira Moriwaki’s term of office.

- 12 -

Proposal No. 4: Revision of Remuneration for Outside Directors
The amount of remuneration paid to Directors of the Company was approved as ¥550 million or less per
year (¥30 million or less of which to be paid to Outside Directors and which excludes employee salaries of
Directors concurrently serving as employees) at the 93rd Annual General Meeting of Shareholders held on
June 27, 2014. Having recently determined to increase the number of Outside Directors, etc. in order tofurther enhance and strengthen the structure of the Board of Directors, the Company wishes to increase theamount of remuneration paid to Outside Directors within the amount of remuneration paid to Directors.
Consequently, it is intended to revise the amount of remuneration paid to Outside Directors to ¥75 million
or less per year while keeping the total amount of remuneration paid to Directors at ¥550 million or less per
year (excluding employee salaries of Directors concurrently serving as employees). The revision of
remuneration paid to Directors has been decided by the Board of Directors after consulting the Nomination
and Remuneration Advisory Committee, the majority of which consist of independent Outside Directors.
Whereas there are now sixteen (16) Directors (including three(3) Outside Directors), if Proposal No. 2 isapproved and adopted as proposed, the number of Directors will be fifteen (15) (including three(3) Outside
Directors).

- 13 -

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

Notes:
1.

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

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

The term “a person (or a company) who is a major lender of the Company” in Item 3 means “a financial institution orother large creditor with which/whom the Company was relying on, with no substitute, for its funds procurement at theend of the most recent business year.”

4.

The term “a person (or a company) for whom/which the Company is a major trading partner” in Item 4 means a “person(or a company) who has received payments from the Company in an amount equivalent to 2% or more of theconsolidated annual net sales of that person (or company) in the latest business year.”- 14 -

5.

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

6.

The term “a certain threshold” in Items 6 and 7 means “10 million yen per year.”

7.

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

8.

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

9.

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

10. Any matters not stated herein that may significantly affect the judgment of independence shall be managed flexibly.

- 15 -

Consolidated Balance Sheet(As of March 31, 2018)
Item
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable - trade
Merchandise and finished goods
Land and buildings for sale in lots
Work in process
Raw materials and supplies
Deferred tax assets
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment andvehiclesAmount129,803
43,862
15,3032,865
59,304
417
250
1,613
6,206
(19)
747,402614,968
319,078
39,897

Land

171,236

Construction in progress

78,070

Other

6,685

Intangible assets
Goodwill
Other
Investments and other assets
Investment securities
Long-term loans receivable
Deferred tax assets
Net defined benefit asset
Other

7,720
2,487
5,233
124,71271,3701,257
4,476
25,10922,632

Allowance for doubtful accounts

Total assets

Item
Liabilities
Current liabilities
Notes and accounts payable - trade
Short-term loans payable
Current portion of bonds
Income taxes payable
Advances received
Provision for bonuses
Provision for directors’ bonuses
Other provision
Other
Non-current liabilities
Bonds payable
Long-term loans payable(133)

877,205

Deferred tax liabilities
Provision for directors’ retirement
benefits
Net defined benefit liability
Long-term deferred contribution for
construction
Other
Total liabilities
Net assets
Shareholders’ equity
Capital stock
Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive
incomeValuation difference on available-forsale securities
Remeasurements of defined benefit
plans
Non-controlling interests
Total net assets
Total liabilities and net assets

Note: The figures presented are rounded down to the nearest million yen.

- 16 -(Millions of yen)Amount218,90236,708
129,929
10,000
4,690
4,926
1,330
109
76
31,131
404,937
95,000203,647
12,676390
10,28955,64627,287
623,840
231,837
43,73844,158144,592(652)
21,04814,126
6,922
478
253,365
877,205

Consolidated Statement of Income(From April 1, 2017 to March 31, 2018)(Millions of yen)
Item

AmountOperating revenue
Operating expenses
Operating expenses and cost of sales of transportation
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest and dividend income
Share of profit of entities accounted for using equity method
Compensation income
Other
Non-operating expenses
Interest expenses
Other
Ordinary profit
Extraordinary income
Contribution for construction
Gain on sales of non-current assets
Extraordinary losses
Impairment loss
Loss on reduction of non-current assets
Loss on retirement of non-current assets
Loss on closing of stores
Loss on liquidation of businessProfit before income taxes
Income taxes - current
Income taxes - deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent

Note: The figures presented are rounded down to the nearest million yen.

- 17 -

315,685
251,064
35,146

872
1,038
357
810
4,489
774

657
419
2,271
657
275
189
177
8,299
336

286,21029,474

3,079

5,264
27,289

1,076

3,571
24,795
8,636
16,1593
16,155

Non-consolidated Balance Sheet(As of March 31, 2018)
Item
AssetsAmountCurrent assets
Cash and deposits
Railway fares receivables
Accounts receivable
Short-term loans receivable
Land and buildings for sale in lots
Prepaid expenses
Deferred tax assets
Other current assets
Allowance for doubtful accounts

91,47922,633
558
5,435
9,862
47,967
1,589
492
2,941
(0)

Non-current assets
Non-current assets - railway
Non-current assets - incidental
Non-current assets - affiliated669,955
311,713136,183
7,777

Construction in progress

75,319Investments and other assets

138,960

Shares of subsidiaries andassociates
Investment securities
Long-term loans receivable
Prepaid pension cost
Other
Allowance for valuation of
investments
Allowance for doubtful accounts

Total assets

Item
Liabilities
Current liabilities
Short-term loans payable
Current portion of bonds
Accounts payable - otherAccrued expenses
Income taxes payable
Inter-line fares received
Deposits received
Prepaid fares received
Advances received
Unearned revenue
Other provision
Other current liabilities
Non-current liabilities
Bonds payable
Long-term loans payable
Deferred tax liabilities
Provision for loss on business of
subsidiaries and associates
Long-term deferred contribution for
construction(Millions of yen)Amount234,221
129,929
10,00030,774
3,856
2,323
816
1,323
3,630
1,892
1,283
76
48,316385,667
95,000203,647
8,781
1,001
55,646

39,683

Asset retirement obligations

899

55,821
11,353
13,264
19,939Other non-current liabilities
Total liabilities
Net assets
Shareholders’ equity

20,690619,888(79)(1,023)

761,434

Capital stock
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for advanced
depreciation of non-current
assetsReserve for special account foradvanced depreciation of noncurrent assets
Reserve for special depreciation
General reserve
Retained earnings brought
forwardTreasury shares
Valuation and translation adjustments
Valuation difference on available-forsale securities
Total net assets
Total liabilities and net assets

Note: The figures presented are rounded down to the nearest million yen.

- 18 -

127,557
43,73840,363
17,861
22,50244,0806,665
37,414
10,763

4,457
500
2,050
19,643(625)
13,98813,988
141,546
761,434

Non-consolidated Statement of Income(From April 1, 2017 to March 31, 2018)(Millions of yen)
Item

AmountRailway:
Operating revenue
Operating expenses
Operating profit
Incidental:
Operating revenue
Operating expenses
Operating profit
Operating profit - total business
Non-operating income
Interest and dividend income
Compensation income
Other revenue
Non-operating expenses
Interest expenses
Other expenses
Ordinary profit
Extraordinary income
Contribution for construction
Gain on extinguishment of tie-in shares
Extraordinary losses
Impairment loss
Loss on reduction of non-current assets
Loss on support to subsidiaries
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit

85,141
67,28017,861
46,86147,192
331
17,529
1,795
357
558
4,521
429

422
149
753
422
252

Note: The figures presented are rounded down to the nearest million yen.

- 19 -

2,711

4,951
15,289572

1,428
14,432
4,178
756
9,497