[TRANSLATION]

December 22, 2009
To Whom It May Concern:
Name of Company: Central Japan Railway Company
Name of Representative: Masayuki Matsumoto
President and Representative Director(Code: 9022, First Section of TSE, OSE and NSE)
Contact Person: Katsumi Miyazawa
General Manager of the Public Relations Department(Telephone No.: 052-564-2549)

Notice of Full Ownership of Nagoya Terminal Building Company Limited Through a Short Form
Statutory Share Exchange By Central Japan Railway Company
Central Japan Railway Company (the “Company”) hereby announces that, at the meeting of its
Board of Directors held on December 22, 2009, the Company resolved to make Nagoya Terminal
Building Company Limited (the “Nagoya Terminal Building”), one of its consolidated subsidiaries, awholly owned subsidiary through a statutory share exchange transaction (the “Share Exchange”)
with an effective date of March 1, 2010, and that the Company entered into a share exchange
agreement therewith.
Matters and details regarding the Share Exchange are disclosed with partial omission due to theShare Exchange being conducted in the form of a short form statutory share exchange in order tomake a consolidated subsidiary a wholly owned subsidiary.
1.

Purpose of making the Nagoya Terminal Building a wholly owned subsidiary through the ShareExchange
The Company has decided to make the Nagoya Terminal Building its wholly owned subsidiaryin order to accommodate changes in the business environment around the Nagoya Station area
and to fulfill flexible and efficient business operation.

2.

Overview of the Share Exchange(1)

Schedule for the Share Exchange

Resolution by the Board of Directors approving ofthe Share Exchange (both companies)

December 22, 2009

Execution of the Share Exchange agreement(both companies)

December 22, 2009

Extraordinary shareholders’ meeting for approval of January 21, 2010
the Share Exchange (at the Nagoya Terminal(Planned)
Building)
March 1, 2010
Effective date of the Share Exchange(Planned)
Note 1: The Company plans to conduct the Share Exchange through a short form statutory
share exchange pursuant to Article 796, Paragraph 3 of the Companies Act of Japan
without the approval of a meeting of shareholders.
(2)

Details of share allotment ratio in the Share Exchange

Name of Company

Central Japan Railway Company(wholly owning parent company inShare Exchange)

Nagoya Terminal BuildingCompany Limited(wholly owned subsidiaryin Share Exchange)

Allotment ratio in10.0066
Share Exchange
Note 1: Share allotment ratio
0.0066 ordinary shares of the Company shall be allotted per share of the Nagoya
Terminal Building, however, no share of the Company shall be allotted in respect of the1,300,000 shares of the Nagoya Terminal Building owned by the Company in the Share
Exchange.
Note 2: Number of shares to be delivered in the Share Exchange
The Company will deliver 3,300 treasury stocks to shareholders of the Nagoya
Terminal Building, excluding the Company, upon implementation of the Share
Exchange.
(3)

Stock acquisition rights and bonds with stock acquisition rights issued by the wholly
owned subsidiary in the Share Exchange
The Nagoya Terminal Building has not issued any stock acquisition rights or bonds withstock acquisition rights.

3.

Matters regarding calculation of the share allotment ratio in the Share Exchange
The Company requested Mitsubishi UFJ Securities Co., Ltd. (“Mitsubishi UFJ Securities”), a
third party institution, to calculate the share allotment ratio in the Share Exchange, in order tosecure fairness in the calculation of the share allotment ratio in the Share Exchange.
Mitsubishi UFJ Securities calculated the share value per share through market price analysis
with respect to the share value of the Company, and through DCF (Discounted Cash Flow)analysis and comparison analysis with similar companies with respect to the share value of theNagoya Terminal Building.
As a result of consultations between the Company and the Nagoya Terminal Building byreference to the calculation result stated above, the share allotment ratio in the Share Exchange
was agreed on and resolved by the respective meetings of the Board of Directors of theCompany and the Nagoya Terminal Building held on December 22, 2009, and the Company andthe Nagoya Terminal Building entered into the share exchange agreement on December 22,2009. Please note that the share allotment ratio stated above may be changed upon
consultation between the Company and the Nagoya Terminal Building in the case wherematerial changes in the assumptions for the calculation of the share allotment ratio in the Share
Exchange stated above occur.
-2-4.

Overview of the Company and the Nagoya Terminal Building (as of March 31, 2009)(1) Name of company(2) Head office(3) Name of representative(4) Business description

Central Japan RailwayCompany(wholly owning parentcompany)Central Japan RailwayCompany
1-1-4 Meieki,
Nakamura-ku, Nagoya,
Aichi
Masayuki Matsumoto,President andRepresentative Director
Railway business andrelated business
112,000 million yenApril 1, 1987

(5) Capital(6) Date of establishment(7) Number of shares 2,240,000shares
outstanding(8) Fiscal year end
March 31

Mizuho Corporate
Bank, Ltd.

Nagoya Terminal Building
Company Limited(wholly owned subsidiary)
Nagoya Terminal Building
Company Limited
1-1-2 Meieki,
Nakamura-ku, Nagoya,
Aichi
Yoshihiko Sakai,
President andRepresentative Director
Real estate leasing business
900 million yen
April 1, 1972
1,800,000 shares

March 31
Central Japan
4.37% RailwayCompanyJapan Trustee
Bank,(9) Major shareholders and Services
Ltd.
(Trustaccount 4.29% Nagoya City
shareholding ratio4G)

72.22%

8.89%

Japan Trustee
Services Bank,
Railroad 5.56%
4.17% Nagoya
Ltd. (TrustCo., Ltd.
account)(10) Financial condition and operating result for the most recent fiscal year
1,048,358 million yen
7,386 million yen
Net assets(consolidated)(non-consolidated)
5,222,531
millionyen
10,737 million yen
Total assets(consolidated)(non-consolidated)
513,233.30
yen
4,103.51 yen
Net assets per share(consolidated)(non-consolidated)
1,570,253
millionyen
4,567 million yen
Operating revenues(consolidated)(non-consolidated)
382,341
millionyen
415 million yen
Operating income(consolidated)(non-consolidated)
218,106 million yen
398 million yen
Ordinary income(consolidated)(non-consolidated)126,052
millionyen
232 million yen
Net income(consolidated)(non-consolidated)
64,023.29
yen
129.30 yen
Earnings per share(consolidated)(non-consolidated)
5.

Overview of the wholly owning parent company after the Share Exchange(1) Name of company(2) Head officeCentral Japan Railway Company
1-1-4 Meieki, Nakamura-ku, Nagoya,-3-Aichi
Masayuki Matsumoto,President and Representative Director
Railway business and related business
112,000 million yen
March 31

(3) Name of representative(4) Business description(5) Capital(6) Fiscal year end
6.

Prospects for the future

Impact on operating result (consolidated and non-consolidated) of the Company resulting from theShare Exchange will be minimal.
The Nagoya Terminal Building plans a corporate merger with JR Central Building Co., Ltd., awholly owned subsidiary of the Company, on April 1, 2010.
End of Document(Reference)
Consolidated performance forecast for the current period (disclosed on October 28, 2009) andfinancial results for the previous period
Consolidated
net sales

Consolidated
operatingincomeConsolidated
ordinary
incomeConsolidated
net income

Forecasted operating
results for the current
period (for the year
ending March 31, 2010)

1,477,000
million yen

258,000
million yen

128,000
million yen

72,000
million yen

Operating results for theprevious period (for theyear ended March 31,2009)

1,570,253
million yen

382,341
million yen

218,106
million yen

126,052
million yen-4-[TRANSLATION]

January 6, 2010
To Whom It May Concern:
Name of Company: Central Japan Railway Company
Name of Representative: Masayuki Matsumoto
President and Representative Director(Code: 9022, First Section of TSE, OSE and NSE)
Contact Person: Katsumi Miyazawa
General Manager of the Public Relations Department(Telephone No.: 052-564-2549)

Correction to the “Notice of Full Ownership of Nagoya Terminal Building Company Limited Through aShort Form Statutory Share Exchange By Central Japan Railway Company”
Central Japan Railway Company (the “Company”) hereby announces a correction, as set forth below, to the“Notice of Full Ownership of Nagoya Terminal Building Company Limited Through a Short Form Statutory
Share Exchange By Central Japan Railway Company” announced on December 22, 2009. The corrected
portion appears underlined below.
<Before correction>
4. Overview of the Company and the Nagoya Terminal Building (as of March 31, 2009)(7) Number
outstandingofshares

Central Japan RailwayCompany(wholly owning parentcompany)

Nagoya Terminal Building
Company Limited(wholly owned subsidiary)

2,150,000 shares

1,800,000 shares<After correction>
4. Overview of the Company and the Nagoya Terminal Building (as of March 31, 2009)(7) Numberoutstandingofshares

Central Japan RailwayCompany(wholly owning parentcompany)

Nagoya Terminal Building
Company Limited(wholly owned subsidiary)

2,240,000 shares

1,800,000 shares*Subsequent to the cancellation of 90,000 treasury shares on May 11, 2009, the total number of theCompany’s shares outstanding has been 2,150,000 shares.
End of Document