[TRANSLATION](Securities Identification Code: 9022)
June 22, 2012
To: Shareholders
Yoshiomi Yamada
President and Representative Director
Central Japan Railway Company
1-4, Meieki 1-chome, Nakamura-ku, Nagoya,
Aichi Prefecture

Notice of the Resolutions of the 25th Ordinary General Meeting of Shareholders
Dear Sirs/Madams:
Please be informed that the reports were given and resolutions were adopted at the 25thordinary general meeting of shareholders of Central Japan Railway Company held on the datehereof, as described below:
Particulars
Matters Reported:

1.

Report on the details of the business report, and theconsolidated
andnon-consolidated
financialstatements for the 25th fiscal year (from April 1, 2011
to March 31, 2012)

2.

Report on the results of the audit of the consolidated
financial statements by the Accounting Auditors andthe Auditors Board
The details of each of the above items were reported.

Matters Resolved:
Proposal 1:

Appropriation of retained earnings
This proposal was approved and resolved according to theoriginal proposal. It was decided that the year-end dividend
amount would be five thousand (5,000) yen per share.

Proposal 2:

Partial amendment to the Articles of Incorporation
This proposal was approved and resolved according to theoriginal proposal. The details of the amendments are set
forth in the Comparative Table of Amended Articles ofIncorporation Provisions, as set forth on pages 2-3 hereof.

Proposal 3:

Election of fourteen (14) Directors
This proposal was approved and resolved according to theoriginal proposal. Messrs. Yoshiyuki Kasai, Yoshiomi
Yamada, Koei Tsuge, Tsutomu Morimura, Shin Kaneko,
Naotoshi Yoshikawa, Masaki Seki, Katsumi Miyazawa,Yutaka Osada, Sumio Kudo, Kimiaki Tanaka, Fujio Cho,Kenji Koroyasu and Takeshi Saeki were each elected asDirectors, and they each assumed office.
-1-Messrs. Fujio Cho, Kenji Koroyasu and Takeshi Saeki are
Outside Directors, as defined by Article 2, Item (xv) of theCompanies Act.
Proposal 4:

Revision of the amount of Director’s remuneration
This proposal was approved and resolved according to theoriginal proposal. The amount of Director’s remuneration
was revised to 1.2 billion yen or less per year (of which theamount of Outside Director’s remuneration per year shallbe 50 million yen or less).
-End-

Comparative Table of Amended Articles of Incorporation Provisions(Changes have been denoted by underlining.)
Before Amendment
After Amendment
Article 6. (Total Number of Authorized Article 6. (Total Number of AuthorizedShares)
Shares)
The total number of shares authorized to The total number of shares authorized to
be issued by the Company shall be eight be issued by the Company shall be eight
million nine hundred sixty thousand hundred
twentyfour
million(8,960,000) shares.
(824,000,000) shares.
(Newly established.)
Article 7. (Number of Shares ConstitutingOne Unit)
The number of shares constituting one
unit of the Company shall be one hundred(100) shares.
(Newly established.)
Article 8. (Rights as to Shares Less thanOne Unit)
The Company’s shareholders cannot
exercise any rights other than the rights
listed below with respect to the shares lessthan one unit.
(1) The rights set forth in each of theitems of Article 189, Paragraph (2) of theCompanies Act(2) The right to demand as set forth in
Article 166, Paragraph (1) of theCompanies Act(3) The right to be allotted the shares forsubscription and the share options forsubscription in accordance with thenumber of shares shareholders hold.
(4) The right to demand as set forth in thefollowing Article.
(Newly established.)
Article 9. (Demand for Sale of Shares Less
than One Unit)
The Company’s shareholders may
demand that the Company sell to theshareholders such number of shares
which, together with the number of sharesless than one unit held by shareholder will
constitute one unit.

-2-Article 7. through Article 16.
(Description omitted.)
Article 17. (Number of Directors)
The Company shall have not more than
thirty-nine (39) Directors.
Article 18. through Article 22.
(Description omitted.)(Newly established.)

Article 23.
(Description omitted.)
Article 24. (Resolution for Election ofCorporate Auditors)
The provision of the first paragraph of
Article 18 shall be applied mutatis
mutandis to the election of Corporate
Auditors.
Article 25. through Article 28.
(Description omitted.)(Newly established.)

Article 29. through Article 31.
(Description omitted.)(Newly established.)(Newly established.)(Newly established.)

Article 10. through Article 19.
(Unchanged.)
Article 20. (Number of Directors)
The Company shall have not more thantwenty (20) Directors.
Article 21. through Article 25.
(Unchanged.)
Article 26. (Limited Liability Agreementswith Outside Directors)
Pursuant to the provision of Article 427,
Paragraph (1) of the Companies Act, theCompany may enter into a liability
limitation agreement with Outside
Directors which limits their liabilities
under Article 423, Paragraph (1) of theCompanies Act; provided that themaximum amount of liabilities under suchagreement shall be the total amountprovided for by law.
Article 27.
(Unchanged.)
Article 28. (Resolution for Election ofCorporate Auditors)
The provision of the first paragraph ofArticle 21 shall be applied mutatis
mutandis to the election of Corporate
Auditors.
Article 29. through Article 32.
(Unchanged.)
Article 33. (Limited Liability AgreementswithOutside
CorporateAuditors)
Pursuant to the provision of Article 427,
Paragraph (1) of the Companies Act, theCompany may enter into a liability
limitation agreement with Outside
Corporate Auditors which limits their
liabilities under Article 423, Paragraph(1) of the Companies Act; provided thatthe maximum amount of liabilities undersuch agreement shall be the total amountprovided for by law.
Article 34. through Article 36.
(Unchanged.)
Supplementary Provisions
Article 1.
Effective date of the amendment toArticle 6 and the new establishments ofArticle 7 through Article 9 shall beOctober 1, 2012.
Article 2.
The preceding article and this article shallbe deleted on October 1, 2012.

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Additional Statement
By resolution of the meeting of the Board of Directors, which was held after the close of thisgeneral meeting of shareholders, the composition of the Representative Directors and theDirectors with titles shall be as follows:.
Chairman and Representative Director
President and Representative Director
Executive Vice President
and Representative Director
Executive Vice President
and Representative Director
Executive Vice President
and Representative Director
Executive Vice President
and Representative Director

Yoshiyuki Kasai
Yoshiomi Yamada
Koei Tsuge
Tsutomu Morimura
Shin Kaneko
Naotoshi Yoshikawa~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Re: Payment of Year-end Dividends for the 25th Fiscal Year1.

If you have designated dividends to be transferred to a bank account in cash, please findenclosed the “Statements of Dividends for the 25th Fiscal Year” and the “InformationRegarding the Account for the Transfer of Dividends”. If you have designated dividends
to be distributed in kind, please find enclosed the “Statements of Dividends for the 25thFiscal Year” and the “Information Regarding the Dividend Receipt Method”.

2.

For other shareholders, as the “Dividend Receipt” is enclosed, please receive dividends ata nearby principal or branch office of the Japan Post Bank, or at a post office (BankAgent). Your prompt receipt of the dividends will be appreciated. For those shareholderswho will receive their dividends along with the “Dividend Receipt”, the “Statements ofDividends for the 25th Fiscal Year” is also enclosed.

* The “Statements of Dividends for the 25th Fiscal Year” can be used as an attachment to thefinal tax return form. If you are going to file a final tax return form, please keep the“Statements of Dividends for the 25th Fiscal Year” in a safe place.

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