Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 9052
June 2, 2023
To our shareholders:
Kazuhiro Uekado,
President and Representative Director
Sanyo Electric Railway Co., Ltd.
1-1 Oyashikidori 3-chome, Nagata-ku, Kobe

Notice of the 134th Annual General Meeting of Shareholders
It is my pleasure to inform you that the 134th Annual General Meeting of Shareholders of Sanyo Electric Railway
Co., Ltd. (hereinafter the “Company”) will be held as described below.
When convening this general meeting, the Company takes measures for providing information that constitutes thecontent of reference documents for the general meeting of shareholders, etc. (items subject to measures for electronic
provision) in electronic format, and posts this information as “Notice of the 134th Annual General Meeting of
Shareholders” on the Company’s website. Please access the Company’s website by using the internet address shown
below to review the information.
The Company’s website:
https://www.sanyo-railway.co.jp/company/soukai.html (in Japanese)
In addition to posting items subject to measures for electronic provision on the Company’s website above, theCompany also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this informationfrom the latter website, access the TSE website (Listed Company Search) by using the internet address shown below,
enter “Sanyo Electric Railway” for the issue name (company name) or “9052” (half-width characters) for the
securities code, and click “Search,” and then click “Basic information” and select “Documents for public
inspection/PR information.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you are unable to attend the meeting on that day, you can exercise your voting rights in writing or through theInternet, etc. Please read the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by 5:30 p.m. on Tuesday, June 27, 2023.
1. Date and Time: Wednesday, June 28, 2023 at 10:00 a.m. (JST)(Reception opens at 9:00 a.m.)
2. Venue:
Kobe Shimbun Matsukata Hall, 4F, Kobe Information Culture Building
5-7 Higashi-kawasaki-cho 1-chome, Chuo-ku, Kobe
3. Purpose of the Meeting
Matters to be reported
1. The Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements for
the Company’s 134th Fiscal Year (April 1, 2022 to March 31, 2023)
2. The audit results of the Consolidated Financial Statements by the Financial Auditor and the Audit &Supervisory Board
Matters to be resolved
Proposal No. 1:
Dividend of Surplus
Proposal No. 2:
Election of Nine Directors-1-◎ If attending the meeting, please submit the enclosed voting form to the reception desk at the venue upon your arrival.
◎ If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the matters
before and after the revisions will be posted on the Company’s aforementioned website and the TSE website.

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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1:

Dividend of Surplus

The Company proposes to pay a year-end dividend as follows based on comprehensive consideration of factors suchas maintenance of stable dividend payments that are balanced with internal reserves, financial position, the level ofprofits and the dividend payout ratio.
Year-end dividend(1) Allotment of dividend property to shareholders and the aggregate amount of this allotment¥15 per common share of the Company Total payment: ¥333,750,390
The annual dividend will be ¥30 per share, including the interim dividend of ¥15.
(2) Effective date of dividend of surplus
June 29, 2023

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Proposal No. 2:

Election of Nine Directors

As the terms of office of all nine Directors Kazuhiro Uekado, Takashi Nakano, Shinichi Yoneda, Ryuji Masuda,
Masahiro Ito, Fumiteru Kawakubo, Takaoki Fujiwara, Makoto Nagao, and Yoko Sato will expire at the conclusionof this General Meeting of Shareholders, the Company proposes the election of nine Directors.
The candidates are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Number of theCompany’s shares
owned

Apr. 1980
June 2005
June 2008
June 2009

1

2

Joined the Company
Director
Kazuhiro UekadoManaging Director(March 22, 1958)
16,500President and Representative Director (current
Reappointed
position)
Male
Significant concurrent positions outside the Company
Director of Shinki Bus Co., Ltd.
(Reasons for election and summary of expected roles)
Mr. Uekado currently serves as President. He possesses abundant knowledge acquired through service in important
positions in the railway and corporate planning divisions as well as broad experience concerning company managementin general. The Company has once again nominated him as candidate for Director because he can be expected to contributeto further enhancing the Group’s corporate value going forward as well.
Apr. 1983
Joined the Company
June 2005
Director
June 2009Managing Director
Takashi Nakano
June 2013
Senior Managing Director(July 28, 1960)
June 2019
Representative Director (current position)
13,200
Reappointed
Apr. 2020
Senior Managing Executive Officer (current
Maleposition)
Responsibilities:
General Manager of Corporate Management Division3(Reasons for election and summary of expected roles)
Mr. Nakano currently serves as a Senior Managing Executive Officer and General Manager of the Corporate Management
Division. He possesses abundant knowledge acquired through service in important positions in the management division.
The Company has once again nominated him as a candidate for Director because he can be expected to contribute tofurther enhancing the Group’s corporate value going forward as well.
Apr. 1984
Joined the Company
June 2013
Director
June 2019
Managing Director
Apr. 2020
Director (current position)
Shinichi Yoneda(July 25, 1961)
Managing Executive Officer (current position)
9,100
Reappointed
Responsibilities:
Male
General Manager of Development Business Division
Significant concurrent positions outside the Company
Chairperson, Representative Director of Sanden Fudosan Co.,Ltd.
(Reasons for election and summary of expected roles)
Mr. Yoneda currently serves as Managing Executive Officer and General Manager of the Development Business Division
as well as Chairperson, Representative Director of a subsidiary. He possesses abundant knowledge acquired throughservice in important positions in the real estate division. The Company has once again nominated him as a candidate for
Director because he can be expected to contribute to further enhancing the Group’s corporate value going forward as
well.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1994
July 2013

Ryuji Masuda(October 10, 1971)
Reappointed
Male
4

Joined the Company
Manager of Railway Sales Department,
Railway Business Division
Apr. 2020
Executive Officer (current position)
In charge of Railway Sales Department,
Railway Business Division and Manager ofRailway Sales Department
June 2020
In charge of Safety Promotion and Planning
Department and Technical Department,
Railway Business Division, and Manager(Manager in charge of Safety) of Railway Sales
Department
June 2021
Director (current position)
General Manager of Railway Business Division
and Manager of Safety Promotion and Planning
Department (current position)
Responsibilities:
General Manager of Railway Business Division and Manager of
Safety Promotion and Planning Department
Significant concurrent positions outside the Company

Number of theCompany’s shares
owned

3,600

Director of KOBE RAPID TRANSIT RAILWAY CO., LTD.

5

(Reasons for election and summary of expected roles)
Mr. Masuda currently serves as Executive Officer and General Manager of the Railway Business Division. He possesses
abundant knowledge acquired through service in important positions in the railway division. The Company has once
again nominated him as a candidate for Director because he can be expected to contribute to further enhancing the Group’s
corporate value going forward as well.
Apr. 1987
Joined the Company
July 2007
Manager of Automotive Department,
Automotive Sales DivisionFeb. 2011
President and Representative Director of Osaka
Sanyo Taxi Co., Ltd.
Feb. 2014
Senior Managing Director of Sanyo Bus Co.,Ltd.
July 2017
President and Representative Director of Sanyo
Taxi Co., Ltd.
Dec. 2021
Manager of Sustainability Promotion
Masahiro Ito
Department, Corporate Management Division,(January 2, 1964)
the Company
2,400
Reappointed
June 2022
Director (current position)
Male
Executive Officer (current position)
In charge of Sustainability Promotion andGroup Operation and IT Promotion, andManager of Sustainability Promotion
Department, Corporate Management Division(current position)
Responsibilities:
In charge of Sustainability Promotion, and Group Operation and
IT Promotion, and Manager of Sustainability Promotion
Department, Corporate Management Division(Reasons for election and summary of expected roles)
Mr. Ito currently serves as Executive Officer and is in charge of Sustainability Promotion in the Corporate Management
Division, as well as Group Operation and IT Promotion. He possesses abundant knowledge acquired through service as
Director of subsidiaries, as well as in important positions in the Company’s management division. The Company has
once again nominated him as a candidate for Director because he can be expected to contribute to further enhancing theGroup’s corporate value going forward as well.

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No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Number of theCompany’s shares
owned

Apr. 1993
July 2009

6

7

Joined the Company
Manager of Housing Business Department,
Development Business Division
Jan. 2014
Manager of Housing Business Department,
Development Business Division
July 2016
Manager of Development Business Division
Apr. 2020
Executive Officer (current position)
In charge of Sales Management, Site
Management and Business Promotion Group,
Development Business Division, and Manager
of Development Business Division
July 2020
In charge of Sales Management, Site
Management and Business Promotion Group,
Fumiteru Kawakubo
Development Business Division and Manager(December 31, 1970)
3,100
of Development Business Division
Reappointed
Male
July 2021
In charge of Sales Management, Site
Management and Business Promotion Group,
Development Business Division and Manager
of Business Promotion Department (current
position)
June 2022
Director (current position)
Responsibilities:
In charge of Sales Management, Site Management and Business
Promotion Group, Development Business Division andManager of Business Promotion Department
Significant concurrent positions outside the Company
President and Representative Director of Sanden Fudosan Co.,Ltd.
(Reasons for election and summary of expected roles)
Mr. Kawakubo currently serves as Executive Officer in charge of Sales Management, Site Management and Business
Promotion Group, Development Business Division, and as President and Representative Director of a subsidiary. He
possesses abundant knowledge acquired through service in important positions in the real estate division. The Company
has nominated him once again as a candidate for Director because he can be expected to contribute to further enhancing
the Group’s corporate value going forward as well.
Apr. 1982
Joined Shinki Bus Co., Ltd.
Makoto Nagao
June 2013
President and Representative Director (current(July 23, 1959)
position)
Reappointed
0June 2017
Director of the Company (current position)
Male
Significant concurrent positions outside the Company
OutsideIndependent Officer
President and Representative Director of Shinki Bus Co., Ltd.
(Reasons for election and summary of expected roles)
Mr. Nagao currently serves as outside Director. He possesses broad experience related to corporate management as well
as abundant knowledge acquired through the operation of transportation business, etc. In addition to delivering helpful
remarks at the Company’s Board of Directors meetings by utilizing this experience and knowledge, as a member of theNominating and Remuneration Committee, he has served his role appropriately from an objective and neutral perspective
when selecting candidates for the Company’s executives and determining executive compensation, etc. The Company
has nominated him once again as a candidate for outside Director because he can be expected to contribute to further
enhancing the Group’s corporate value going forward as well.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Sept. 1986

8

9

Notes:

Number of theCompany’s shares
ownedJoined Showa Ota & Co. (current Ernst &Young ShinNihon LLC)
Mar. 1990
Registered as a certified public accountant
May 2011
Senior partner at current Ernst & Young
Yoko Sato
ShinNihon LLC(July 23, 1960)
June 2019
Left Ernst & Young ShinNihon LLC
Reappointed
Sept. 2019
Representative of Yoko Sato Certified Public
0
FemaleAccountant Office (current position)
OutsideJune 2021
Director of the Company (current position)
Independent Officer
Significant concurrent positions outside the Company
Representative of Yoko Sato Certified Public Accountant OfficeDirector of TOCALO Co., Ltd.
Corporate Auditor of JAPAN CASH MACHINE CO., LTD.
(Reasons for election and summary of expected roles)
Ms. Sato currently serves as outside Director. She possesses abundant experience and knowledge as a certified public
accountant. In addition to delivering helpful remarks at the Company’s Board of Directors meetings by utilizing thisexperience and knowledge, as a member of the Nominating and Remuneration Committee, she serves her role
appropriately from an objective and neutral perspective when selecting candidates for the Company’s executives anddetermining executive compensation, etc. The Company has nominated her once again as a candidate for outside Director
because she can be expected to contribute to further enhancing the Group’s corporate value going forward as well.
Apr. 1981
Joined HANSHIN ELECTRIC RAILWAY CO.,LTD.
Apr. 2017
President and Representative Director
June 2017
Executive Vice President and Representative
Director of Hankyu Hanshin Holdings, Inc.
Masao Shin(current position)(May 22, 1957)
Apr. 2023
Chairperson and Representative Director of
New election
0
HANSHIN ELECTRIC RAILWAY CO., LTD.
Male(current position)
OutsideSignificant concurrent positions outside the Company
Independent Officer
Chairperson and Representative Director of HANSHINELECTRIC RAILWAY CO., LTD.
Executive Vice President and Representative Director ofHankyu Hanshin Holdings, Inc.
Director of Shinki Bus Co., Ltd.
(Reasons for election and summary of expected roles)
Mr. Shin possesses broad experience related to corporate management as well as abundant knowledge acquired throughthe operation of transportation business, etc. The Company has nominated him as a new candidate for outside Director
because he can be expected to contribute to further enhancing the Group’s corporate value by delivering helpful remarks
at the Company’s Board of Directors meetings by utilizing this experience and knowledge and, as a member of theNominating and Remuneration Committee, serving his role appropriately from an objective and neutral perspective whenselecting candidates for the Company’s executives and determining executive compensation, etc.
1. Masao Shin is a new candidate for Director.
2. Special interests between the candidate for Director and the Company(1) Makoto Nagao, the candidate for Director, is the President and Representative Director of Shinki Bus Co., Ltd. whichis in a competitive relationship with the Company in the real estate business, and has a conflict of interest in transactions
related to real estate leases.
(2) Masao Shin, the candidate for Director, is the Chairperson and Representative Director of HANSHIN ELECTRIC
RAILWAY CO., LTD. which is in a competitive relationship with the Company in the real estate business.
(3) There are no special interests between the other candidates for Director and the Company.
3. Makoto Nagao, Yoko Sato and Masao Shin are each candidates for outside Director.
4. At the conclusion of this General Meeting of Shareholders, the term of appointment for outside Director Makoto Nagao
has been six years, and the term of appointment for outside Director Yoko Sato has been two years.
5. In accordance with Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreement withboth Makoto Nagao and Yoko Sato under which their liability for damages pursuant to Article 423, paragraph (1) of thesame act is limited to the amount provided for by laws and regulations, and will continue to honor this contract if thereappointments of both Makoto Nagao and Yoko Sato are approved. Furthermore, if the election of Masao Shin isapproved, the Company plans to enter into a similar limited liability agreement with Mr. Shin.

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6.

7.

8.

The Company has entered into a directors and officers liability insurance contract with an insurance company, as set
forth in Article 430-3, paragraph (1) of the Companies Act. Insured parties under this contract include Directors, Audit& Supervisory Board Members, and Executive Officers of the Company, as well as Directors and Audit & Supervisory
Board Members of all subsidiaries of the Company. The insurance premium associated with this contract is paid entirelyby the Company. The contract covers losses that may arise from an insured party’s assumption of liability incurred as aresult of his or her performance of duties, or receipt of claims pertaining to the pursuit of such liability. The Company
intends to renew the contract under the same terms after the present term of the insurance expires. The contract also
contains certain exceptions, excluding from coverage liability arising from acts that deliberately contravene laws or
regulations. Each candidate reelected or appointed will be an insured party under the contract.
The Company has designated both Mr. Nagao and Ms. Sato as independent officers as prescribed by the Tokyo Stock
Exchange, and has registered this information with the exchange Furthermore, Mr. Shin fulfills the criteria for an
independent officer as prescribed by the Tokyo Stock Exchange, and the Company intends to register him as anindependent officer with the exchange.
Masao Shin, the candidate for Director, intends to retire as Executive Vice President and Representative Director ofHankyu Hanshin Holdings, Inc. on June 16, 2023 and as Director of Shinki Bus Co., Ltd. on June 23, 2023.

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(Reference) If Proposal No. 2 is approved and passed without alteration, the skill matrix of the Company’s
Directors and Audit & Supervisory Board Members will be as follows:

Name

Director

Audit &
Supervisory
Board
MemberKazuhiro
UekadoTakashiNakanoShinichi
YonedaRyuji
MasudaMasahiro
Ito
Fumiteru
Kawakubo
Makoto
Nagao
Yoko
Sato
Masao
Shin
TakashiImae
AkihikoKanatani
Kazuhiko
Nakao
Jiroh
KagawaCorporate
management

Finance andaccounting

●
●

●

Human
Legal, risk
resources,
management labor relations
Sustainability Transportation Real estateand internal
and
audit
organizational
strategy
●

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●

●

●

●

Distribution

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END

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