(Translation)

May 10, 2022
To whom it concern:
Company Name: Kyushu Railway Company
Name of Representative: Yoji Furumiya, President and CEOSecurities Code: 9142
Tokyo Stock Exchange (Prime Market) and Fukuoka Stock Exchange
Inquiries: Public Relations Department
TEL +81-92-474-2541

Correction of Disclosure Materials
Regarding Independent Officers of the CompanyKyushu Railway Company (the “Company”) hereby announces that the Company has identified
some inaccuracies in the Annual Securities Report for the fiscal year 2021 and other disclosurematerials regarding independent officers of the Company disclosed by the Company, and the Company
corrects them as follows.
The Company deeply apologizes for the inaccuracies in the disclosure materials to stakeholders
including the shareholders of the Company under the circumstance that the importance of corporate
governance is strongly recognized, and will strive to prevent any recurrence.
1. Details of Correction of Disclosure Materials
The Company has established Independence Evaluation Criteria for Outside Officers (the“Criteria”) as set forth in Appendix 1 (established on March 2016, finally revised on December 2017),
and in paragraph 3 of the Criteria, it is provided that “an entity of whom the Company is a major
business partner (that is, a recipient of payment from the Company in excess of 2% of said recipient’s
average consolidated sales over the period of the previous three fiscal years), or, in the event such anentity is a corporation, an executive person of said corporation” shall not be deemed to be independent
from the Company.
The Company has paid to Tamanoyu Co., Ltd. (“Tamanoyu”) for which Ms. Izumi Kuwano (“Ms.
Kuwano”), a director of the Company, has served as president since 2003, the amount equivalent to2.2% of the average consolidated sales during the three fiscal years from the fiscal year 2018 to thefiscal year 2020.

Therefore, since April 2021, when the fiscal year 2020 financial results ofTamanoyu were confirmed, Ms. Kuwano was incorrectly stated to be an independent officer in the
Annual Securities Report for the fiscal year 2021 and other disclosure materials even though Ms.

Kuwano did not fulfill the requirement of paragraph 3 of the Criteria.
2. Circumstances in Which Some Inaccuracies in Disclosure Were Discovered
At the Company, when the Company prepares business reports and convocation notices of general
meeting of shareholders regarding the ordinary general meeting of shareholders every year, thedepartment in charge at the Company (the “Department in Charge”) conducts an investigation of thestatus of fulfillment of the Criteria for candidates of outside directors regarding proposals for electionof directors.
In order to determine the independence of the outside directors of the Company in preparing thebusiness reports and the convocation notice of general meeting of shareholders regarding the ordinary
general meeting of shareholders to be held in June 2022, the Department in Charge conducted aninvestigation of the transactions between the Company and Tamanoyu during the previous three fiscalyears (from the fiscal year 2019 to the fiscal year 2021), and found that the average amount ofpayments from the Company to Tamanoyu during such three fiscal years exceeded 2% of the average
consolidated sales of Tamanoyu.
Therefore, a different department at the Company investigated whether the Criteria had been
fulfilled retroactively for the entire terms of all outside directors of the Company since October 2016,and as a result, it was confirmed that only Ms. Kuwano had not fulfilled the Criteria since April 2021.
In addition, Ms. Kuwano’s term of office will expire at the ordinary general meeting of shareholders
to be held in June 2022.
3. Cause of Some Inaccuracies and Measures to Prevent Recurrence(1) Cause
As mentioned in Section 2 above, the Department in Charge annually carries out an investigationon the fulfillment status of the Criteria for determining independence of outside directors of theCompany for preparation of business reports and convocation notices of general meeting ofshareholders regarding the ordinary general meeting of shareholders for that year.

However, after

confirming the details of an investigation carried out in May 2021, we found that there was an error in
the calculation of the amount paid by the Company to Tamanoyu as a ratio of the consolidated salesof Tamanoyu (all of which are the average of the past three business years).

The investigation wascarried out solely by the Department in Charge, and no internal checks were in place to detect such anerror.
(2) Measures to Prevent RecurrenceWith the cause mentioned in (1) above in mind, we will strive to prevent recurrence byimplementing such a double-check system and ensuring thorough checking not only in the Department
in Charge, but also in other departments involved in disclosure of corporate affairs.
4. Schedule Hereafter
The Company has reviewed the past disclosure materials, and will make corrections to the entries
regarding this matter in the following legal disclosure materials etc.:
・Annual Securities Report for the fiscal year 2021

・

Corporate Governance Reports (disclosed in or after June 2021) (Please see Attachment 2)

・Independent Officer Notification (submitted in May 2021) (Please see Attachment 3)
Regarding the business reports and the convocation notice of the general meeting of shareholders

regarding the ordinary general meeting of shareholders held in June 2021, we plan to report the detailsof these inaccuracies at the 35th ordinary general meeting of shareholders, which is to be held in June
this year, instead of making corrections to those documents.
5.

Impact of These Some Inaccuracies on Business Performance of the Company
These some inaccuracies will have no impact on the business performance of the Company.

Appendix 1<Independence Evaluation Criteria for Outside Officers of Kyushu Railway Company >Outside officers shall be deemed to be independent if they do not fall under any of the following
items:
1.

a current executive director, executive officer, corporate officer, or employee (hereinafter,“executive”) of the Company or any of its subsidiaries (hereinafter, “Group companies”), or
someone who has served in such a position in the past 10 fiscal years

2.

a spouse or relative by blood or marriage within the second degree of a current executive of aGroup company (to the extent such a person is deemed to be an important party), or of someone
who has served in such a position in the past three fiscal years

3.

an entity of whom the Company is a major business partner (that is, a recipient of payment fromthe Company in excess of 2% of said recipient’s average consolidated sales over the period of
the previous three fiscal years), or, in the event such an entity is a corporation, an executive
person of said corporation

4.

a major business partner of the Company (that is, an entity that makes payments to the Company
that account for over 2% of the Company’s average consolidated sales over the period of thepreceding three fiscal years), or, in the event such a business partner is a corporation, anexecutive person of said corporation

5.

a major lender to the Company (that is, an entity that provides loans to the Company in excess of
2% of the Company’s average consolidated assets over the period of the preceding three fiscalyears), or, in the event such a lender is a corporation, an executive of said corporation

6.

a legal expert, etc., whose remuneration received from the Company, other than officers’
compensation, exceeds ¥10 million on average per annum over the period of the preceding threefiscal years, or, if such an expert belongs to a corporation, 2% of the consolidated sales of said
corporation over the same period7.

a director or executive of an organization that receives donations in excess of ¥10 million on
average per annum from the Company over the period of the preceding three fiscal years

8.

a major shareholder of the Company (that is, a shareholder who holds 10% or more of the total
number of voting rights of the Company), or, in the event such a shareholder is a corporation, anexecutive of said corporation

9.

a spouse or relative by blood or marriage within the second degree of a person who falls under
any of items (3) through (8) (to the extent such a person is deemed to be an important party)

10. in addition to the preceding items, a person who is unable to independently perform duties as an
outside director or an outside corporate auditor due to a conflict of interest with the Company or
to other exceptional circumstances

Appendix 2

Partial Correction to Corporate Governance Report(Corrected parts are underlined)
1. Corporate Governance Report to be corrected
Reports submitted on June 24, 2021, November 2, 2021, March 23, 2022 and April 1, 2022
2. Descriptions to be corrected(1)

II The Status of Business Management Systems for Managerial Decision
Making, Execution, and Supervision, and Other Corporate
Governance Systems
1. Items Related to Institutional Organization, Organizational Management, Etc.
[Before correction]

Directors
Number of independent outside directors

8[After correction]

Directors
Number of independent outside directors

7[Before correction]

Relationship with the Company (2)Audit andIndependentSupervisory
Namedirector
CommitteememberSupplementary
explanation oncompatibility

1

Reason forappointment

Appendix 2

Izumi
KuwanoYes

Ms. Kuwano wasappointed in
anticipation that she
will perform thefunctions ofsupervision andmonitoring of theCompany’s
management fromthe perspective ofher experience andknowledge as anexpert in tourism
and management
gained throughout
her career history,(Importanthaving long been
information on
involved in the
concurrent post(s))
management ofPresident, Tamanoyu Tamanoyu Co., Ltd.
Co., Ltd.
and having
furthermore played
Although thean active role inCompany has atourism and local
business relationship town planning. Inwith Tamanoyu Co., addition, it has beenLtd. including
determined that Ms.
payment of hotel
Kuwano isaccommodation fees, sufficiently
the monetary value of independent of thesuch transactions are Company due to thewithin the scope offact that she fulfills
the independence
the requirements for
criteria set by theindependentCompany.
directors as definedby the Tokyo Stock
Exchange as well as
the Company’s
independence
evaluation criteria
for outside officers,
and therefore noconflict of interest
with generalshareholders shouldarise. Her
appointment also
reflects theCompany’s belief
that she willsupervise its
management froman independent
perspective.

2Appendix 2[After correction]

Relationship with the Company (2)Audit andIndependent
Supervisory
Namedirector
Committee
member

Izumi
KuwanoSupplementary
explanation oncompatibility

Reason forappointment

Ms. Kuwano wasappointed
in
anticipation that shewill perform thefunctionsofsupervisionandmonitoring of the(Important
information
on Company’sconcurrent
post(s)) management fromthe perspective ofPresident, Tamanoyu her experience andCo., Ltd.
knowledge as anexpert in tourism
The Company has a andmanagementbusiness relationship gained throughoutwith Tamanoyu Co., her career history,Ltd.
including having long been
payment of hotel involved in theaccommodation fees. managementofTamanoyu Co., Ltd.
andhavingfurthermore played
an active role intourism and local
town planning.

[Before correction]

Independent Officers
Number of independent officers

8[After correction]

Independent Officers
Number of independent officers

73Appendix 2(2)

V Other[Before correction]

Reference Materials 1: Corporate Governance System

4Appendix 2

Category ofofficers

Directors(excluding Auditand Supervisory
Committeemembers)Name

Position

1. Toshihiko
Aoyagi

Representative Director andChairman
Corporate Officer

2. YojiFurumiya

Representative Director andPresident
Corporate Officer

3. Toshihiro
Mori

Director and Managing CorporateOfficer

4. Hiroyuki
Fukunaga

Director and Managing Corporate
Officer

Data of officers
Male: 12
Number ofdirectors

Female: 3
Total: 15

Ratio ofindependent
outside directors

53.3%

5. Koji Karaike Director and Senior Executive
Advisor

Ratio of female
directors

20.0%

6. Ryuji Tanaka Director

Number ofcorporate officers(excludingdirectors)

17

7. Izumi
KuwanoDirectorOutside
Independent
Female8. Toshihide
Ichikawa

DirectorOutside
Independent

9. Shinji
Asatsuma

DirectorOutside
Independent

10. Kuniko
DirectorMuramatsu

OutsideIndependent
Female11. Michiaki
Uriu

DirectorOutside
Independent

1. Eiichi Kuga

Director and Audit
and Supervisory
Committee
memberOutsideIndependent

2. Masaya
Hirokawa

Director and Audit
and Supervisory
Committee
memberDirectors who areAudit andSupervisory
3. Yasunori Eto Director and Audit
Committee
and Supervisory
members
Committee
member
4. Hiromi
FujitaOutsideIndependent

Director and Audit
and Supervisory
Committee
memberOutsideIndependent
Female5Appendix 2Reference Materials 2: Overview of Appropriate Disclosure System
Times of emergency

Co n s ul t a t i on

Information security officer(General Manager of StrategyManagement Department)
Information ManagementOffice(Strategy ManagementDepartment)

6Disc lo su re

R e p or t i ng

Board of Dire c tors

Party responsible forinformation security(Director General of Corporate
Planning Headquarters)

Report to Board of Directors(after occurrence)

Exe c utive C om m itte eSupervis ory g eneral m anag ers

Subs idiaries

O ccurrence of m aterial facts

The Com panyPresident

Appendix 2[After correction]

Reference Materials 1: Corporate Governance System7

Appendix 2

Category ofofficers

Directors(excluding Auditand Supervisory
Committeemembers)

NamePosition

1. Toshihiko
Aoyagi

Representative Director andChairman
Corporate Officer

2. YojiFurumiya

Representative Director andPresident
Corporate Officer

3. Toshihiro
Mori

Director and Managing CorporateOfficer

4. Hiroyuki
Fukunaga

Director and Managing Corporate
Officer

Data of officers
Male: 12
Number ofdirectors

Female: 3
Total: 15

Ratio ofindependent
outside directors

46.7%

5. Koji Karaike Director and Senior Executive
Advisor

Ratio of femaledirectors

20.0%

6. Ryuji Tanaka Director

Number ofcorporate officers(excludingdirectors)

17

7. Izumi
KuwanoDirectorOutsideFemale

8. Toshihide
Ichikawa

Director

OutsideIndependent

9. Shinji
Asatsuma

Director

OutsideIndependent

10. Kuniko
Director
Muramatsu

OutsideIndependent
Female11. Michiaki
Uriu

Director

OutsideIndependent

1. Eiichi Kuga

Director and Audit
and Supervisory
Committee
memberOutsideIndependent

2. Masaya
Hirokawa

Director and Audit
and Supervisory
Committee
memberDirectors who areAudit andSupervisory
3. Yasunori Eto Director and Audit
Committeeand Supervisory
members
Committee
member4. Hiromi
FujitaOutsideIndependent

Director and Auditand Supervisory
Committee
memberOutsideIndependent
Female8Appendix 2

Reference Materials 2: Overview of Appropriate Disclosure SystemTimes of emergency

Co ns u l t a t i o nInformation security officer(General Manager of StrategyManagement Department)
Information ManagementOffice(Strategy ManagementDepartment)

9

Disc losu re

R e p or t i n g

Board of Dire ctors

Party responsible for
information security(Director General of Corporate
Planning Headquarters)

Report to Board of Directors(after occurrence)

Exe c utive C o m m itte e

Supervis ory general m anag ers

Subs idiaries

O ccurrence of m aterial facts

The Com panyPresident

Appendix 3

Partial Correction to Independent Officer Notification(Corrected parts are underlined)
1. Independent Officer Notification(1)

Past fiscal years

A

Report submitted on May 18, 2021

[Before correction]
2. Matters regarding independence of independent officers and outside officers
No.

Name

Outside Director/Outside Audit and Supervisory Committee
MemberIndependentofficer

Outside director○IzumiKuwano1

Attributes of officer (*2, 3)
a b c d e f g h ijk l N/AChangedetails○Consent ofindividual

Yes

3. Explanation of attributes and reason for appointment of independent officerNo.

1

Explanation of relevant circumstances (*4)

Reason for appointment (*5)

[Important information on concurrent post(s)]President, Tamanoyu Co., Ltd.
Although the Company has a business
relationship with Tamanoyu Co., Ltd.
including payment of hotel accommodation
fees, the monetary value of such transactions
are within the scope of the independence
criteria set by the Company. (see 4.
Supplemental Information).

Ms. Kuwano was appointed in anticipation that she will perform the functions ofsupervision and monitoring of the Company’s management from the perspective of her
experience and knowledge as an expert in tourism and management gained throughout
her career history, having long been involved in the management of Tamanoyu Co., Ltd.
and having furthermore played an active role in tourism and local town planning. Inaddition, it has been determined that Ms. Kuwano is sufficientlyindependent of theCompany due to the fact that she fulfills the requirements for independent directors as
defined by the Tokyo Stock Exchange as well as the Company’s independence evaluation
criteria for outside officers, and therefore no conflict of interest with general shareholders
should arise. Her appointment also reflects the Company’s belief that she will supervise
its management from an independent perspective.

[After correction]
2. Matters regarding independence of independent officers and outside officers
No.

Name

Outside Director/Outside Audit and Supervisory
Committee Member

Izumi
Kuwano1

Independentofficer

Attributes of officer (*2, 3)
a b c d e f g h ij

Change details

k l N/AConsent ofindividualCorrection,changeOutside director

3. Explanation of attributes and reason for appointment of independent officer
No.

Explanation of relevant circumstances (*4)
Not applicable.

1

Reason for appointment (*5)
Ms. Kuwano was appointed in anticipation that she will perform the functions ofsupervision and monitoring of the Company’s management from the perspective of her
experience and knowledge as an expert in tourism and management gained throughout
her career history, having long been involved in the management of Tamanoyu Co., Ltd.
and having furthermore played an active role in tourism and local town planning.