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 8, 2023
Date of commencement of electronic provision measures: May 25, 2023
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 183rd 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 183rd 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 measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject tothe electronic provision measures on the following websites on the Internet.
The Company’s website: https://www.nishitetsu.co.jp/ja/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, and click “Search,” and then click “Basic information” and select “Documents for public
inspection/PR information.”
If you are not attending the Meeting in person, please review the attached “Reference Documents for
the General Meeting of Shareholders” and exercise your voting rights by either of the following methodsby 6:00 p.m. on Wednesday, June 28, 2023, Japan time.

-1-

[Exercising voting rights in writing]
Please indicate approval or disapproval for the proposals on the enclosed Voting Rights Exercise Formand return it so that it arrives by the above deadline.
[Exercising voting rights via the Internet]
Please refer to “Guide to exercise voting rights via the Internet” on page 5 (Japanese version only) andindicate your approval or disapproval of the proposals by the above deadline.
1. Date and Time:Thursday, June 29, 2023 at 10:00 a.m. Japan time

2. Place:

8F Saiun-no-ma, Solaria Nishitetsu Hotel Fukuoka,
2-2-43, Tenjin, Fukuoka-Shi Chuo-Ku

3. Meeting Agenda:
Matters to be reported: The Business Report, Non-Consolidated Financial Statements, andConsolidated Financial Statements for the Company’s 183rd Fiscal Year
(April 1, 2022 - March 31, 2023) 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:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Five (5) Directors who are not Audit & Supervisory Committee
Proposal 3:
Members
4. Matters Decided in Connection with this Convocation(1) If a shareholder exercises the voting rights both in writing and via the Internet, the voting rights
exercised via the Internet shall be deemed valid.
(2) If a shareholder exercises the voting rights more than once via the Internet, the last vote shall bedeemed valid.
(3) If nothing is marked in either the approval or disapproval column of the Voting Rights Exercise
Form, it shall be deemed as an intention of approval.

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[Other information concerning the Notice of Convocation]◼ From this General Meeting of Shareholders, the Company has taken the electronic provision measuresand sent only this notice of convocation to all shareholders except those who have requested thedelivery of written documents.
◼ The following matters are not presented in the documents mailed to shareholders who have requested
the delivery of written documents, pursuant to the provisions of laws and regulations and Article 18 of
the Articles of Incorporation. Accordingly, the documents mailed to shareholders constitute only partof the documents audited by the Audit & Supervisory Committee and the Accounting Auditor for the
preparation of Audit Report.
 The Business Report
Particulars Regarding 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 Way a Persons 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 mentioned on page 1[Our policy at the General Meeting of Shareholders]◼ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk. Please also bring this Notice of Convocation.
◼ 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.
◼ We will not hand out any gifts on the day of the General Meeting of Shareholders. We appreciate yourunderstanding.
◼ We may limit the number of questions from shareholders to conduct the proceedings smoothly.
◼ The video regarding the briefing of matters to be reported in the General Meeting of Shareholders will
be distributed on the Company’s website on the Internet mentioned on page 1 (it is scheduled to beavailable one or two days after the General Meeting of Shareholders).

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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,
2023 at ¥20 per share, considering the operational results. Therefore, the annual dividend will be ¥35 pershare together with the interim dividend of ¥15.
1. Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and the total amount¥20 per share of the Company’s common stock
Total amount: ¥1,581,456,760(3) Effective date of dividends of surplus
June 30, 2023
2. Other matters concerning the appropriation of surplus(1) Item of surplus to decrease and its amount
Retained earnings brought forward:¥7,000,000,000(2) Item of surplus to increase and its amount
General reserve:¥7,000,000,000-4-Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments
To respond to the diversification of the nursing care business in our subsidiary, the Company willchange the business purpose.
2. Details of amendments
The details of the amendments are as follows.
Current Articles of Incorporation(Purpose)
Article 2 The purpose of the Company shallbe to engage in railway and automobiletransportation.
2. In addition to the preceding paragraph, theCompany may engage in the following
business activities simultaneously.
(1) to (31) [Omitted](32) The provision of Daily Life Long-TermCare Admitted to a Specified Facility, ShortTerm Admission for Daily Life Long-TermCare, Daily Preventive Long-Term Care
Admitted to a Specified Facility, and ShortTerm Admission for Daily Preventive LongTerm Care based on the Long-Term Care
Insurance Act.
(33) to (41) [Omitted]
3. In addition to the preceding two paragraphs,
the Company may invest in other businessactivities, provide warranty or become anincorporator of another company asnecessary in its business management.

-5-(Amended parts are underlined.)
Proposed Amendments(Purpose)
Article 2 [Same as current]

2. In addition to the preceding paragraph, theCompany may engage in the following
business activities simultaneously.
(1) to (31) [Same as current](32) The provision of In-Home Service,
Preventive Long-Term Care Service, InHome Long-Term Care Support, Preventive
Long-Term Care Support, Community-Based
Service, Community-Based Service forPreventive Long-Term Care, Home-Visit
Service and Outpatient Service based on theLong-Term Care Insurance Act.
(33) to (41) [Same as current]
3. [Same as current]Proposal 3:

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 four (4) 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 positions of Director who is not an Audit & Supervisory Committee member
are as follows:

No.

Current positions and responsibilities at theCompany

Name

1

Sumio Kuratomi[Reappointment]

2

Koichi Hayashida[Reappointment]

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); Personnel Affairs Department
Director of the Board, Managing Executive
Officer
Railway Transportation Business Division;
Director of Railway Transportation Business
Division

3

Koichiro Toda

[Reappointment]

4

Satoru Matsufuji[Reappointment]

Kikuyo Tsuno[New appointment][Outside]–[Independent]

5

Attendanceat theBoard ofDirectors
meetings in
FY2022
100%
100%

100%

100%

–

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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
13,800position)[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 15 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

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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

8,100

[Reason for nomination as candidate for Director and expected roles]
Mr. Koichi Hayashida has been involved in management of the Company for five (5) 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.
While the business environment is undergoing drastic changes amid the COVID-19 pandemic, we believe
that, in his capacity as President and CEO, he is capable of addressing challenges in the world with/post
COVID-19 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 andenhancement of corporate value of the Group over the medium- to long-term. Accordingly, we propose hisreappointment as Director of the Board of the Company.

-8-

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); Personnel Affairs
Department[Significant concurrent positions]
Outside Director, The Fukuoka Chuo Bank, Ltd.

Number ofshares of theCompany held

7,700

[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.
We believe that, with his abundant experience and insight, Mr. Koichiro Toda is capable of strengthening
the monitoring and decision-making functions of the Board of Directors and contributing to the sustainablegrowth of 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.

-9-

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, Nishi-Nippon Railroad Co.,Ltd.
April 2018
Executive Officer, Deputy Director of Railway
Transportation Business Division, General
Manager of Marketing Planning Department
Director of the Board, Executive Officer, Deputy
June 2020
Director of Railway Transportation Business
Division, General Manager of Marketing Planning
Department
April 2021
Director of the Board, Executive Officer, Deputy
Director of Railway Transportation Business
Division, General Manager of Planning
Department
Director of the Board, Managing Executive Officer
April 2023
(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

3,100

[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 and serves as Director of the Railway Transportation
Business Division where he has garnered abundant work experience and impressive accomplishments in therailway 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 ofcorporate value over the medium- to long-term 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.

- 10 -

No.

Name(Date of birth)

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

4

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

[Career summary and positions]
April 2017
General Manager of Human Resources and Labor
Management Group, Human Resource Vitalization
Division, Business Solution Headquarters, Kyushu
Electric Power Co., Inc.
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,
Kyushu Electric Power Co., Inc. (Group
organizational strategy)
July 2020
General Manager of Human Resource Vitalization
Division, Business Solution Headquarters, Kyushu
Electric Power Co., Inc. (Labor management)
June 2022
Specially Appointed Audit & Supervisory
Committee Member, Kyushu Electric Power Co.,
Inc. (present position)[Significant concurrent positions]
Specially Appointed Audit & Supervisory Committee Member, Kyushu
Electric Power Co., Inc. (scheduled to resign on June 28, 2023)
Executive Officer, Kyushu Electric Power Co., Inc. (scheduled toassume the position on June 28, 2023)–[Reason for nomination as candidate for Director and expected roles]
Ms. Kikuyo Tsuno is a current Specially Appointed Audit & Supervisory Committee Member, Kyushu
Electric Power Co., Inc. In addition to her experience and knowledge in corporate governance, she has gained
abundant experience and insight into human resources, labor management, and corporate planning.
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 appointment as an Outside Director who is not an Audit & Supervisory
Committee member.
[Matters concerning the candidate for Outside Director]
1. The Company has transactions with Kyushu Electric Power Co., Inc. in the form of payment for electricity
charges and otherwise, but its amount constitutes less than 1% of annual consolidated sales for eachcompany, which conforms to the below-mentioned criteria regarding the independence of Outside Directors.
2. Ms. Kikuyo Tsuno is a candidate for Independent Officer as prescribed in the regulations of the TSE and
FSE, respectively.
3. Upon her appointment as an Outside Director who is not an Audit & Supervisory Committee member, theCompany plans to conclude 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 willbe the minimum liability amount stipulated by laws and regulations.
[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. 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- 11 -

this insurance policy. The Company plans to renew this insurance policy with the same contents at the next renewal.
(1) Scope of Insured persons
All directors and executive officers of the Company, including retired directors and executive officers(2) Outline of the insurance contracts
The insurance policy covers legal damages and costs of contested claims for damages incurred by the insured(other than those arising from the execution of the business of a subsidiary) due to claims for damages madeduring the insurance period 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 notcompromised, there are certain exclusions of liability, such as not covering damages caused by illegal or criminal
acts by the insured. The Company fully bears the insurance premiums.

- 12 -

(Reference) About a skill 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 skill matrix as follows according to a long-term vision of “CYD Vision 2025” 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 support 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 3“Election of Five (5) Directors who are not Audit & Supervisory Committee Members” is all approved asoriginally proposed.

Representative
Director andChairman●

KoichiHayashida

President andCEO●

Koichiro Toda

Representative
Director,
Executive Vice
President●

SatoruMatsufuji

Director of theBoard, Managing
Executive Officer

KikuyoTsuno

Director

Hironobu Fujita

Kiyoshi
SaishojiDirector of theBoard, Audit &Supervisory
Committee
memberDirector of theBoard, Audit &Supervisory
Committee
memberOutsideIndependent

●

●

●

●

- 13 -

●

●

●

●

●

●

●

Logistics

Real estate, urban
development

Mobility●●●

OutsideIndependent

●

●

●

Legal, safety, risk
management●

Sustainability, local
contribution●

GlobalIT, 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

●

●

●

●

●

●

●

●

●

Ichiro Fujii

Kyoko
Matsuoka●

OutsideIndependent

●

●

●

●

OutsideIndependent●

OutsideIndependent

●

●

●

●

- 14 -●●●●

Logistics●

Real estate, urban
development●

Mobility●IT, digital

OutsideLegal, safety, risk
management

Finance, accounting

Sustainability, local
contribution

MadokaKitamura

GlobalTakashige
ShibatoPosition, etc. in the Company

Director of theBoard, Audit &Supervisory
Committee
memberDirector of theBoard, Audit &Supervisory
Committee
memberDirector of theBoard, Audit &Supervisory
Committee
memberDirector of theBoard, Audit &Supervisory
Committee
memberHuman resources, labor
management

Name

Corporate management

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

(Reference) Criteria regarding 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.

- 15 -