Securities Code: 9009

Keisei Electric Railway Co., Ltd.
June 7, 2017
NOTICE OF THE 174th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholder:
You are cordially invited to attend the 174th Ordinary General Meeting of Shareholders of Keisei Electric
Railway Co., Ltd. (the “Company”), which will be held on Thursday, June 29, 2017, at 10:00 a.m. in theRose Room on the sixth floor of KEISEI HOTEL MIRAMARE, 15-1 Honchiba-cho, Chuo-ku, Chiba-city,
Chiba. The agenda is as shown below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or by theInternet. Please review the attached Reference Materials for General Meeting of Shareholders, then refer
to Instructions on the Exercise of Your Voting Rights on pages 3 to 4, and exercise your voting rights by
6:00 p.m. on the day before the meeting (June 28, 2017).
Faithfully yours,
Norio Saigusa, President and Representative Director
Keisei Electric Railway Co., Ltd.
3-3-1 Yawata, Ichikawa-city,
Chiba, JapanMEETING AGENDA
Items to be Reported:
1:

2:
Items to be Resolved:
Item 1:
Item 2:Item 3:

The Business Report, Consolidated Financial Statements for the 174th term,
extending from April 1, 2016 to March 31, 2017, the Report of Accounting
Auditors, and the Report of the Audit & Supervisory Board concerning theresults of the audit of the Consolidated Financial Statements will be reported at
the meeting.
The Non-consolidated Financial Statements for the 174th term, extending from
April 1, 2016 to March 31, 2017, will be reported at the meeting.
Approval of the appropriation of surplus for the 174th term (from April 1, 2016
to March 31, 2017)
Election of sixteen (16) Directors
Election of one (1) Audit & Supervisory Board Member

1Decisions, etc. for the Convocation:
1:
Treatment of voting rights which are exercised more than once
Please be informed that if voting rights are exercised both in writing and by theInternet, the contents of the votes exercised by the Internet shall be deemedvalid.
If voting rights are exercised more than once by the Internet, the contents of thelast vote shall be deemed valid.
2:
Exercise of your voting rights by proxyIf you are unable to attend the meeting, you can still exercise your voting rights
by a proxy who is also a shareholder of the Company having voting rights;
provided, however, that the proxy submit a document proof of proxy authority.
3:
Disclosure via the Internet
The items listed below are posted on the Company web site(http://www.keisei.co.jp/) in accordance with the provisions of laws andregulations and Article 15 of the Articles of Incorporation of the Company, andthus, they are not described in the Attached Materials of this convocation noticefor the 174th Ordinary General Meeting of Shareholders. The Business Report,
Consolidated Financial Statements and Non-consolidated Financial Statements,
which have been audited by Audit & Supervisory Board Members andAccounting Auditors, are described in the Attached Materials of thisconvocation notice for the 174th Ordinary General Meeting of Shareholders,and also presented on the above Company web site.
(1) “System to Ensure Appropriateness of Operations and Operational Statusof the System” and “Basic Policy on Control of the Company” in theBusiness Report(2) “Consolidated Statements of Changes in Net Assets” and “Notes toConsolidated Financial Statements”(3) “Non-consolidated Statements of Changes in Net Assets” and “Notes to
Non-consolidated Financial Statements”
4:
Method of notice in case any reference materials for general meeting ofshareholders or item included in attached materials is amended
Please be informed that in the event any reference materials for general meetingof shareholders or item included in attached materials is amended, the Company
web site (http://www.keisei.co.jp/) furnishes such information.
*

If attending the meeting in person, please present the enclosed Voting Rights Exercise Form to thereceptionist at the meeting. Please bring this “Notice” to conserve resources.

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

2Instructions on the Exercise of Your Voting Rights
Please review the attached Reference Materials for General Meeting of Shareholders and exercise yourvoting rights.
The following are three methods of exercising your voting rights.
Exercising your voting rights by attending the Ordinary General Meeting of Shareholders
Please present the enclosed Voting Rights Exercise Form to the receptionist at the meeting.
Scheduled date of the General Meeting of Shareholders:
10:00 a.m., Thursday, June 29, 2017
Exercising your voting rights in writing
Please indicate “for” or “against” for each agenda item listed on the enclosed Voting Rights Exercise
Form, and post it back.
Deadline for exercising your voting rights:
Must be received by 6:00 p.m., Wednesday, June 28, 2017
Exercising your voting rights by the Internet
Please access to the site for exercising your voting rights (http://www.evote.jp/), and enter “for” or“against” for each agenda item.
Deadline for exercising your voting rights:
6:00 p.m., Wednesday, June 28, 20173

Guide for exercising your voting rights by the Internet
1. Method of exercise(1) On the site for exercising your voting rights, please use the log-in ID and temporary password
written on the Voting Rights Exercise Form to enter “for” or “against” for each agenda item,
following the instructions on the screen.
(2) Please be advised that in order to prevent third parties other than shareholders from making
unauthorized access (“identity fraud”) and falsifying the exercised voting rights, shareholders will
be asked to change the temporary password on the site.
(3) You will be notified of a new log-in ID and temporary password every time an Ordinary General
Meeting of Shareholders is convened.
2. Other matters(1) Exercising your voting rights by the Internet can only be done by accessing the site for exercising
your voting rights (http://www.evote.jp/) designated by the Company on PCs, smartphones, ormobile phones (i-mode, EZweb, or Yahoo! Mobile)*. (Please note that the site is not in service
from 2:00 a.m. to 5:00 a.m. every day.)(2) Exercising your voting rights on PCs or smartphones may not be possible depending on yourInternet usage environment. For example, it may depend on whether a firewall etc. is set up forInternet access; anti-virus software is in use; proxy servers are used, or TLS encrypted
communication is not enabled.
(3) To exercise your voting rights on mobile phones, please use either i-mode, EZweb, or Yahoo!
Mobile service. Moreover, to ensure security, the site is not compatible with models which are notcapable of sending TLS encrypted communication and terminal ID information.
(4) You are responsible for paying the expenses incurred for accessing the site to exercise your voting
rights (Internet access fees, etc.). Moreover, when using mobile phones etc., the necessary fees,
such as packet communication fees and other fees for using mobile phones etc., will also be borneby you.
*i-mode, EZweb, and Yahoo! are trademarks or registered trademarks of NTT DOCOMO, INC.,
KDDI CORPORATION, and Yahoo! Inc. in the U.S., respectively.
Inquiries related to Systems etc.
(Help Desk) Stock Transfer Agency Division, Mitsubishi UFJ Trust and Banking Corporation
Tel: 0120-173-027 (Service 9:00～21:00, toll free)[Electronic voting platforms]
If nominee shareholders (including standing proxies) such as administrator trust banks apply in advancefor the use of electronic voting platforms, operated by ICJ Inc. and established by the Tokyo Stock
Exchange Inc. and others, the said platforms may be used in addition to exercising voting rights over theInternet as described above, as the method of voting by electromagnetic means at the Ordinary General
Meeting of Shareholders of the Company.

4

REFERENCE MATERIALS FOR GENERAL MEETING OF SHAREHOLDERS
Agenda items and reference materials
Item 1: Approval of the appropriation of surplus for the 174th term (from April 1, 2016 to March 31,
2017)
The Company’s basic policy is to give its shareholders a stable, consistent return of profits, while
ensuring the internal reserves to develop its operations as well as continuing to reinforce and stabilize theCompany’s fundamentals, while taking into account the Company’s business performance. Based on theabove policy, we hereby propose the year-end dividend for the term as follows:
1.

Type of dividend property
Cash

2.

Items on allocation of dividend property to shareholders and its total amount
8 yen per share, with total amount of 1,373,984,248 yen
The Company implemented share consolidation on October 1, 2016, consolidating two
common shares into one. As we paid 3 yen per share as the interim dividend for the term, thetotal annual dividend for the term will be 7 yen per share (an increase of 0.50 yen) when it iscalculated based on the shares before the share consolidation, combining the interim
dividend of 3 yen and the year-end dividend of 4 yen. It will be 14 yen per share (an increaseof 1 yen) when it is calculated based on the shares after the share consolidation, combining
the interim dividend of 6 yen and the year-end dividend of 8 yen.

3.

Effective dateJune 30, 20175

Item 2: Election of sixteen (16) Directors
The terms of office of all the current fifteen (15) directors expire at the conclusion of this year’s
Ordinary General Meeting of Shareholders. At this juncture, we hereby propose the election of sixteen(16) directors by adding one (1) director. This addition is due to the fact that one (1) director retired
because of death on May 30, 2016, decreasing the number of directors by one (1) person.
Details of the candidates are as follows:
No.

Name

Current positions and responsibilities in the Company

1

Reappointment

Norio Saigusa

President

2

Reappointment

Kenichiro Hirata

Director and Vice President, General Manager, Railway
Headquarters

3

Reappointment

Toshiya Kobayashi

Senior Managing Director, in charge of accounting, real estatedevelopment and others

4

Reappointment

Eiichiro MatsukamiManaging Director, in charge of general affairs and personnel

5

Reappointment

Takashi Saito

Managing Director, in charge of management supervision

6

Reappointment

Masaya KatoManaging Director, in charge of internal audit, management
supervision and group strategy

7

Reappointment

Atsushi Shinozaki

Managing Director

8

Reappointment

Hiroyuki Miyajima

Director, Deputy General Manager, Railway Headquarters, andGeneral Manager, Construction Dept., Railway Headquarters

9

Reappointment

Hiroyuki Serizawa

Director, General Manager, Internal Audit Dept. andManagement Supervision Dept.

10

Reappointment

Makoto Kawasumi

Director, General Manager, Accounting Dept.

11

Reappointment

Susumu Toshima

Director, General Manager, General Affairs and Personnel
Dept.

12

Reappointment

Fumiya Akai

13

Reappointment

Yasunobu Furukawa

14

Reappointment

Yukihito Mashimo

Director

15

Reappointment

Takao Amano

Director

16

New
Appointment

Masahiro Muroya–

External

Director

Independent
Officer
External

Director

Independent
Officer6No. ofcandidate

1

2

3

Name
(Date of birth)

Career summary(positions and responsibilities in the Company, andsignificant concurrent positions)

Numbers of sharesof the Company
owned by thecandidate

Apr. 1971
Joined the Company
Jun. 2004
Director
Jun. 2006
Managing Director
Norio Saigusa
Jun.
2008
SeniorManaging Director(Feb. 11, 1949)
73,200Jun. 2010
Director and Vice President
Reappointment
Jun. 2011
President (to the present)
Significant concurrent positions
Director of Shin-Keisei Electric Railway Co., Ltd.
Reason for selecting him as a candidate for Director
He has been engaged in various business departments of the Company, and as President of the Company, iscurrently showing strong leadership to supervise the overall management of the Group. Since we think that
he will contribute to development of business and enhancement of medium- to long-term corporate valueof the Group going forward, based on his abundant experience and track records, we continue to select him
as a candidate for Director.
Jul. 2006
Director-General, Railway Bureau, Ministryof Land, Infrastructure, Transport andTourism
Oct. 2007
Director of Development Bank of Japan Inc.
Oct. 2008
Managing Executive Officer ofDevelopment Bank of Japan Inc.
Kenichiro Hirata
Jun. 2012Managing Director of the Company(Nov. 7, 1950)
15,800Jun. 2014
Senior Managing Director
Reappointment
Jun. 2016
Director and Vice President, and General
Manager, Railway Headquarters (to thepresent)
Significant concurrent positions
President of Chiba Newtown Railway Co., Ltd.
President of Hokuso-Railway Co., Ltd.
Reason for selecting him as a candidate for Director
He has many years of experience in working for government ministries/agencies and a financial
institution, and is currently in charge of railway as Director and Vice President. Since we think that he willcontribute to development of business and enhancement of medium- to long-term corporate value of theCompany going forward, based on his abundant experience and track records, we continue to select him asa candidate for Director.
Apr. 1982
Joined the Company
Jun. 2010
Director
Toshiya Kobayashi
Jun. 2013
Managing Director(Jul. 30, 1959)
32,400Jun. 2015
Senior Managing Director
Jun.
2016
SeniorManaging
Directorinchargeof
Reappointment
accounting, real estate development andothers (to the present)
Reason for selecting him as a candidate for Director
He has been engaged in real estate development and railway since he joined the Company, and is currently
in charge of accounting and real estate development as Senior Managing Director. Since we think that hewill contribute to development of business and enhancement of medium- to long-term corporate value of
the Company going forward, based on his abundant experience and track records, we continue to selecthim as a candidate for Director.

7

No. ofcandidate

5

6

Apr.
Jun.
Jun.
Jun.

1984
2011
2013
2016

Numbers of sharesof the Company
owned by thecandidate

Joined the Company
Director
23,100Managing Director
Managing Director in charge of general
Reappointment
affairs and personnel (to the present)
Reason for selecting him as a candidate for Director
He has been engaged in general affairs and personnel and bus business of the Group since he joined theCompany, and is currently in charge of general affairs and personnel as Managing Director. Since we thinkthat he will contribute to development of business and enhancement of medium- to long-term corporate
value of the Company going forward, based on his abundant experience and track records, we continue toselect him as a candidate for Director.
Apr. 1982
Joined the Company
Jun. 2013
Director
Jun. 2015
President of Keisei Bus Co., Ltd. (to the
Takashi Saito
present)(Dec. 11, 1958)
15,200Jun. 2015
Managing Director in charge ofmanagement supervision of the Company
Reappointment(to the present)
Significant concurrent positions
President of Keisei Bus Co., Ltd.
Reason for selecting him as a candidate for Director
He has been engaged in bus business of the Group for many years since he joined the Company, and iscurrently Managing Director in charge of management supervision and management of a group company.
Since we think that he will contribute to development of business and enhancement of medium- tolong-term corporate value of the Company going forward, based on his abundant experience and trackrecords, we continue to select him as a candidate for Director.
Aug. 2008
General Manager, Credit Risk Management
Division of Mizuho Bank, Ltd.
Apr. 2010
General Manager, Group Human Resources
Division of Mizuho Financial Group, Inc.
Apr. 2013
Executive Officer of Mizuho Securities Co.,Ltd.
Masaya Kato
Jun. 2014
Director of the Company(Aug. 6, 1960)
8,000
Jun. 2015
Managing Director in charge of internal
Reappointment
audit, management supervision and group
strategy (to the present)
Significant concurrent positions
Audit & Supervisory Board Member of Shin-Keisei
Electric Railway Co., Ltd.
President of K&R Hotel Development, Co., Ltd.
Reason for selecting him as a candidate for Director
He has experience in working for a financial institution for many years, and is currently in charge ofinternal audit, management supervision, and group strategy as Managing Director. Since we think that hewill contribute to development of business and enhancement of medium- to long-term corporate value of
the Company going forward, based on his abundant experience and track records, we continue to selecthim as a candidate for Director.
Eiichiro Matsukami(Feb. 23, 1962)

4

Career summary(positions and responsibilities in the Company, andsignificant concurrent positions)

Name(Date of birth)8

No. ofcandidate

Name(Date of birth)

Career summary(positions and responsibilities in the Company, andsignificant concurrent positions)

Numbers of sharesof the Company
owned by thecandidate

Apr. 1986
Apr. 2012

7

8

Joined the Company
President of Funabashi-Kotsu Co., Ltd (tothe present)
Atsushi Shinozaki
Jun. 2013
Director of the Company(Aug. 13, 1961)
13,200Jun. 2016
Managing Director (to the present)
Reappointment
Significant concurrent positions
President of Funabashi-Kotsu Co., Ltd
President of Chiba Association of Taxi
Reason for selecting him as a candidate for Director
He has been engaged in taxi business of the Group and management supervision since he joined theCompany, and is currently in charge of a group company as Managing Director. Since we think that he willcontribute to development of business and enhancement of medium- to long-term corporate value of theGroup going forward, based on his abundant experience and track records, we continue to select him as a
candidate for Director.
Apr. 1988
Joined the Company
Jun. 2015
Director, Deputy General Manager, Railway
Headquarters, and General Manager,
Hiroyuki Miyajima
Construction Dept., Railway Headquarters(Feb. 25, 1966)
11,100(to the present)
Reappointment
Significant concurrent positions
Senior Managing Director of Nippori Station
Reorganization Co., Ltd.
Reason for selecting him as a candidate for Director
He has been engaged in railway for many years since he joined the Company, and is currently in charge ofrailway as Director. Since we think that he will contribute to development of business and enhancement of
medium- to long-term corporate value of the Company going forward, based on his abundant experienceand track records, we continue to select him as a candidate for Director.
Apr. 1989
Joined the Company
Hiroyuki Serizawa
Jun.
2015
Directorand General Manager, Internal(May 6, 1965)
8,700
Audit Dept. and Management Supervision
Reappointment
Dept. (to the present)

9

Reason for selecting him as a candidate for Director
He has been engaged in management supervision and bus business of the Group since he joined theCompany, and is currently in charge of internal audit and management supervision as Director. Since wethink that he will contribute to development of business and enhancement of medium- to long-term
corporate value of the Company going forward, based on his abundant experience and track records, we
continue to select him as a candidate for Director.
Apr. 1989
Joined the Company
Makoto Kawasumi(Mar. 8, 1967)
Jun. 2016
Director and General Manager, Accounting
8,300
Dept. (to the present)
Reappointment

10

Reason for selecting him as a candidate for Director
He has been engaged in accounting for many years since he joined the Company, and is currently in chargeof accounting as Director. Since we think that he will contribute to development of business andenhancement of medium- to long-term corporate value of the Company going forward, based on his
abundant experience and track records, we continue to select him as a candidate for Director.

9No. ofcandidate

12

13

Apr.
Jun.

1990
2016

Numbers of sharesof the Company
owned by thecandidate

Joined the Company
Director and General Manager, General
Affairs and Personnel Dept. (to the present)
5,800
Significant concurrent positions
Reappointment
President of Keisei Harmony Co., Ltd.
Reason for selecting him as a candidate for Director
He has been engaged in railway and general affairs and personnel since he joined the Company, and iscurrently in charge of general affairs and personnel as Director. Since we think that he will contribute todevelopment of business and enhancement of medium- to long-term corporate value of the Company
going forward, based on his abundant experience and track records, we continue to select him as a
candidate for Director.
Apr. 1966
Registered as an attorney-at-law (member ofthe Daiichi Tokyo Bar Association)
Aug. 1971
Established Takusyou Law Office (current
Fumiya Akai
Takusyou Sogo Law Office)(Nov. 8, 1938)
Attorney-at-law at Takusyou Sogo Law
Office (to the present)
External
0Jun. 2014
Director of the Company (to the present)
Reappointment
Significant concurrent positions
Attorney-at-law
Independent
Officer
Auditor of Japan Airport Terminal Co., Ltd.
Audit & Supervisory Board Member of Japan Oil
Transportation Co., Ltd.
Reason for selecting him as a candidate for external Director
He has experience and discerning judgment as an attorney-at-law, is involved in corporate management invarious capacities, and currently provides us with useful advice for the Board of Directors as external
Director. We think that he will also be capable of fulfilling the duties of external Director appropriately
going forward, and therefore continue to propose him as a candidate for external Director.
Sep. 1980
Registered as a certified public accountant
Yasunobu Furukawa Aug. 2010
Senior Managing Director of Ernst & Young(Oct. 11, 1953)
ShinNihon LLC
Aug.
2012
SeniorAdvisor of Ernst & Young
Reappointment
0
ShinNihon LLC
External
Jun. 2014
Director of the Company (to the present)
Significant concurrent positions
Independent
Officer
Director of NSK Ltd.
Reason for selecting him as a candidate for external Director
He has experience and discerning judgment as a certified public accountant, is involved in corporate
management in various capacities, and currently provides us with useful advice for the Board of Directors
as external Director. We think that he will also be capable of fulfilling the duties of external Director
appropriately going forward, and therefore continue to propose him as a candidate for external Director.
Susumu Toshima(Jul. 13, 1967)

11

Career summary(positions and responsibilities in the Company, andsignificant concurrent positions)

Name(Date of birth)10No. ofcandidate

Career summary(positions and responsibilities in the Company, andsignificant concurrent positions)

Name(Date of birth)
Apr.
Jun.
Jun.
Jun.

14

15

16

Numbers of sharesof the Company
owned by thecandidate

1984
2011
2013
2016

Joined the Company
Director
Managing Director
Yukihito Mashimo
President of Shin-Keisei Electric Railway
19,000(Feb. 1, 1962)
Co., Ltd. (to the present)
Jun. 2016
Director of the Company (to the present)
Reappointment
Significant concurrent positions
President of Shin-Keisei Electric Railway Co., Ltd.
Reason for selecting him as a candidate for Director
He has been engaged in accounting and leisure and service business of the Group since he joined theCompany, and is currently in charge of management of a group company as Director. Since we think that
he will contribute to development of business and enhancement of medium- to long-term corporate valueof the Group going forward, based on his abundant experience and track records, we continue to select him
as a candidate for Director.
Apr. 1988
Joined the Company
Jun. 2015
Director (to the present)
Takao Amano
Jun. 2016
President of Keisei Construction, Inc. (to the(Sep. 21, 1965)
9,100
present)
Reappointment
Significant concurrent positions
President of Keisei Construction, Inc.
Reason for selecting him as a candidate for Director
He has been engaged in railway for many years since he joined the Company, and is currently in charge ofmanagement of a group company as Director. Since we think that he will contribute to development ofbusiness and enhancement of medium- to long-term corporate value of the Group going forward, based on
his abundant experience and track records, we continue to select him as a candidate for Director.
Aug. 2013
Director General, Japan Transport Security
Masahiro Muroya
Board, Ministry of Land, Infrastructure,(Mar. 15, 1956)
Transport and Tourism
0
Oct.
2014
Managing
Director,
AssociationofJapanese
New Appointment
Private Railways (to the present)
Reason for selecting him as a candidate for Director
He has many years of experience in working for government ministries/agencies and is currently
contributing to the development of the business and industry as a director of an industry group. Since wethink that he will contribute to development of business and enhancement of medium- to long-term
corporate value of the Company going forward, based on his abundant experience and track records, weselect him as a candidate for Director.

Notes:
1. The Company is engaged in transactions with Hokuso-Railway Co., Ltd. such as with regard to the use ofrailway tracks, etc. In addition, the former is engaged in transactions of the same business category as the latter(general railway transport).
2. The Company is engaged in transactions with Shin-Keisei Electric Railway Co., Ltd. such as with regard to theuse of facilities. In addition, the former is engaged in transactions of the same business category as the latter(general railway transport, as well as selling/buying and leasing of land and buildings).
3. The Company is engaged in transactions with Keisei Construction, Inc. such as making orders of construction
work. In addition, the former is engaged in transactions of the same business category as the latter(selling/buying and leasing of land and buildings).
4. Fumiya Akai and Yasunobu Furukawa are candidates for external Directors.
5. Although Takusyou Sogo Law Office, to which Fumiya Akai belongs, has signed an advisory contract with theCompany, the amount of such transaction is less than 1% of the consolidated net sales.
6. While Yasunobu Furukawa was serving as Senior Managing Director of Ernst & Young ShinNihon LLC, theaudit company received business improvement orders from the Financial Services Agency in connection withaudit certificates, one in July 2012 for Olympus Corporation and one in December 2015 for TOSHIBACORPORATION.
7. The terms of office of Fumiya Akai and Yasunobu Furukawa as external Directors of the Company will be three(3) years at the conclusion of this Ordinary General Meeting of Shareholders.

11

8. The Company, pursuant to the provisions in Article 427, paragraph 1 of the Companies Act, entered into anagreement with Fumiya Akai and Yasunobu Furukawa to limit their liabilities for damages set forth in Article
423, paragraph 1 of the Companies Act to the minimum liability amount stipulated in Articles 425, paragraph 1of the Companies Act.
9. The Company appointed Fumiya Akai and Yasunobu Furukawa as independent officers in accordance with therules of the Tokyo Stock Exchange and reported the appointments to the Tokyo Stock Exchange.

12

Item 3: Election of one (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Takashi Muraoka expires at theconclusion of this year’s Ordinary General Meeting of Shareholders. Accordingly, we hereby propose theelection of one (1) Audit & Supervisory Board Member.
With the agreement of the Audit & Supervisory Board, the following candidate is proposed.
Details of the candidate are as follows:
Name(Date of birth)
Takashi Muraoka(Jan. 31, 1954)
Reappointment
External
Independent
Officer

Career summary(positions in the Company and significant concurrent
positions)
May 2005 Executive Officer of UFJ Bank Limited
Apr. 2008 Managing Executive Officer of The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
Jun. 2011 Standing Audit & Supervisory Board
Member of the Company (to thepresent)

Numbers of sharesof the Company
owned by thecandidate

8,600

Reason for selecting him as a candidate for external Audit & Supervisory Board Member
We continue to select him as a candidate for external Audit & Supervisory Board Member because as
his career record shows, we believe that he can provide us with useful advice for the Board of
Directors and audit the legality of our business execution from an objective and neutral standpoint withhis abundant experience and discerning judgment as an executive.
Notes:
1. Takashi Muraoka is a candidate for external Audit & Supervisory Board Member.
2. The term of office of Takashi Muraoka as external Audit & Supervisory Board Member of the Company will besix (6) years at the conclusion of this Ordinary General Meeting of Shareholders.
3. The Company has, pursuant to the provisions in Article 427, paragraph 1 of the Companies Act, entered into anagreement with Takashi Muraoka to limit his liabilities for damages set forth in Article 423, paragraph 1 of theCompanies Act to the minimum liability amount stipulated in Article 425, paragraph 1 of the Companies Act.
4. The Company has appointed Takashi Muraoka as an independent officer in accordance with the rules of theTokyo Stock Exchange and reported the appointment to the Tokyo Stock Exchange.

13

English Translation of Financial Statements Originally Issued in the Japanese Language
CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2017
Million yen
ASSETS
Current assets:
Cash and deposits
Notes receivable and accounts receivable
Land and structures for subdivision
MerchandiseWork in process
Raw materials and supplies
Deferred tax assets
Other current assets
Allowance for doubtful accounts
Total current assets

23,483
19,434
5,571
2,314
764
2,332
1,892
40,372(46)
96,118Fixed assets:
Tangible fixed assets:
Buildings and structures
Machinery and equipment
Land
Lease assets
Construction in progress
Other tangible fixed assets
Total tangible fixed assets
Intangible fixed assets:
Lease assets
OthersTotal intangible fixed assets
Investments and long-term receivables:
Investment securities
Long-term loans receivable
Deferred tax assets
Other investments
Allowance for doubtful accounts
Total investments and long-term receivables
Total fixed assets
Deferred assets:

270,354
18,964146,41430,973
19,8352,035
488,576
1,491
9,574
11,066
184,091
624
11,1394,598(908)
199,545
699,187
140

Total assets
Note: The figures presented are rounded down to the nearest million yen.

14

795,447

English Translation of Financial Statements Originally Issued in the Japanese Language
CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2017
Million yen
LIABILITIES AND NET ASSETSLIABILITIES:Current liabilities:
Notes payable and trade accounts payable
Short-term borrowings
Bonds and debentures due within one year
Lease obligations
Income taxes payable
Advance received
Allowance for employees’ bonuses
Reserve for directors’ bonuses
Other current liabilities
Total current liabilities

19,39855,54010,0004,138
4,791
47,451
2,812
41
31,943
176,120

Fixed liabilities:
Bonds and debentures
Long-term borrowings
Long-term accounts payable of Japan Railway Construction,
Transport and Technology Agency
Lease obligations
Deferred tax liabilities
Allowance for retirement benefits for directors
Net defined benefit liability
Other fixed liabilities
Total fixed liabilities
Total liabilities
NET ASSETS:
Owners’ equity
Capital stock
Capital surplus
Retained earnings
Treasury stock
Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Remeasurements of defined benefit plans
Non-controlling interests
Total net assets
Total liabilities and net assets
Note: The figures presented are rounded down to the nearest million yen.

15

40,000127,968
55,254
19,8291,838
384
30,961
10,746286,982
463,102317,608
36,80328,533
254,307(2,036)
4,458
4,491
(70)
37
10,277332,344795,447

English Translation of Financial Statements Originally Issued in the Japanese Language
CONSOLIDATED STATEMENT OF INCOME
Keisei Electric Railway Co., Ltd.
For the fiscal year ended March 31, 2017
Million yen
Operating revenues
Operating costs and expenses:
Transport operating expenses and cost of sales
Selling, general and administrative expenses
Operating income

245,837
181,080
34,708Non-operating revenues:
Interests and dividend income
Investment income of affiliates
Other non-operating revenues
Non-operating expenses:
Interests expenses
Other non-operating expenses

215,788
30,048499
18,991
1,627

21,118

3,437
664

4,102

Recurring income

47,064

Non-recurring income:Construction costs allotted to and received from others
Other non-recurring income
Non-recurring losses:
Advanced depreciation loss on fixed assets
Loss on disposal of fixed assets
Loss on asset impairment
Other non-recurring losses
Profit before income taxes
Income taxes:
Current
Deferred
Corporate and other taxes
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent
Note: The figures presented are rounded down to the nearest million yen.

16

7,811
375
7,785
374
235
260

8,187

8,655
46,595

8,531
412
8,944
37,651
1,939
35,711English Translation of Financial Statements Originally Issued in the Japanese Language
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
Keisei Electric Railway Co., Ltd.
For the fiscal year ended March 31, 2017
(Million yen)
Capitalstock
Balance at the beginning of the current
periodChanges of items during the period
Dividends from surplus
Profit attributable to owners of parent
Change of scope of consolidation
Purchase of treasury stock
Change in treasury stock arising fromchange in equity in entities accounted
for using equity method
Change in ownership interest of parent
due to transactions with
non-controlling interests
Net changes of items other thanowners’ equity
Total changes of items during the period
Balance at the end of the current period

Owners’ equity
Retainedearnings

Capitalsurplus36,80328,527

220,860

Treasurystock(2,023)

284,168(2)(2,232)35,711
(32)
(2)

(10)

(10)

(2,232)35,711(32)

636,803

6
28,533

6
33,446254,307(12)(2,036)

Accumulated other comprehensive income
Total
Valuation
Deferred gains Remeasurements
accumulated Non-controlling
difference onor losses onof defined benefit
otherinterests
available-forhedges
planscomprehensive
sale securities
incomeBalance at the beginning of
the current period
3,600
(128)
201
Changes of items during
the period
Dividends from surplus
Profit attributable toowners of parent
Change of scope of
consolidation
Purchase of treasury stock
Change in treasury stock
arising from change inequity in entities
accounted for using
equity method
Change in ownershipinterest of parent due totransactions with
non-controlling interests
Net changes of items
other than owners’ equity
890
57
(164)
Total changes of items
during the period
890
57
(164)
Balance at the end of thecurrent period
4,491
(70)
37
Note: The figures presented are rounded down to the nearest million yen.

17

Total owners’
equity

3,674

8,531

33,440317,608

Total net
assets296,374(2,232)35,711
(32)
(2)

(10)

6
783

1,745

2,529

783

1,745

35,9694,458

10,277332,344

English Translation of Financial Statements Originally Issued in the Japanese Language
NON-CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2017
Million yen
ASSETS
Current assets:
Cash and deposits
Fares receivable
Accounts receivable
Lease investment assets
Short-term loans receivable
Land and structures for subdivision
Supplies
Prepaid expenses
Deferred tax assets
Other current assets
Allowance for doubtful accounts
Total current assets

4,861
4,453
2,103
2,066
2,077
5,534
1,752
1,104
629
30,837(1)
55,419Fixed assets:
Tangible fixed assets:
Fixed assets, railway operations
Fixed assets, real estate development operations
Fixed assets related to each operation
Construction in progress
Investment and other assets
Stocks of associated companies
Investment securities
Long-term loans receivable
Deferred tax assets
Other investments
Allowance for doubtful accounts
Total fixed assets

234,799
103,569
4,019
19,41494,352
63,482
9,461
19,266
824
1,320
(1)
456,154
140
140

Deferred assets:
Corporate debenture issue cost
Total assets
Note: The figures presented are rounded down to the nearest million yen.

18

511,715

English Translation of Financial Statements Originally Issued in the Japanese Language
NON-CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2017
Million yen
LIABILITIES AND NET ASSETSLIABILITIES:Current liabilities:
Short-term borrowings
Bonds and debentures due within one year
Lease obligations
Other accounts payable
Accrued expenses
Accrued consumption taxes
Income taxes payable
Connecting fares received
Deposits received
Prepaid fares received
Advance received
Allowance for employees’ bonuses
Other current liabilities
Total current liabilities

45,147
10,0002,753
15,934
1,061
1,366
2,319
712
36,7452,251
46,557992
118
165,963

Fixed liabilities:
Bonds and debentures
Long-term borrowings
Lease obligations
Allowance for employees’ severance and retirement benefits
Asset retirement obligations
Other fixed liabilities
Total fixed liabilities
Total liabilities

40,000114,995
15,70918,8991,099
5,510
196,214362,177

NET ASSETS:
Owners’ equity
Capital stock
Capital surplus
Capital reserve
Other capital surplus
Retained earnings
Legal reserve
Other retained earnings
General reserve
Unappropriated retained earnings at the end of the term
Treasury stock
Valuation and translation adjustments
Valuation difference on available-for-sale securities
Total net assets
Total liabilities and net assets
Note: The figures presented are rounded down to the nearest million yen.

19

147,739
36,80327,904
27,84558
83,825
3,038
80,787
8,095
72,691
(794)
1,798
1,798
149,537
511,715

English Translation of Financial Statements Originally Issued in the Japanese Language
NON-CONSOLIDATED STATEMENT OF INCOME
Keisei Electric Railway Co., Ltd.
For the fiscal year ended March 31, 2017
Million yen
Railway:
Operating revenues
Operating expenses
Operating income
Real Estate Development and Others:
Operating revenues
Operating expenses
Operating income

64,40153,582
10,81912,4487,158
5,290

Operating income from all operations

16,109Non-operating revenues:
Interests and dividend income
Other revenues
Non-operating expenses:
Interests expenses
Other expenses

4,622
1,207

5,830

2,689
703

3,393

Recurring income

18,546

Non-recurring income:Construction costs allotted to and received from others
Other non-recurring income
Non-recurring losses:
Advanced depreciation loss on fixed assets
Other non-recurring losses
Profit before income taxes
Income taxes:
Current
Deferred
Corporate and other taxes
ProfitNote: The figures presented are rounded down to the nearest million yen.

20

6,596
250
6,577
264

6,846
6,841
18,551

4,348
390
4,738
13,812

English Translation of Financial Statements Originally Issued in the Japanese Language
NON-CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
Keisei Electric Railway Co., Ltd.
For the fiscal year ended March 31, 2017
Capital surplus

Balance at the beginningof the current period
Changes of items during
the period
Dividends from surplus
ProfitPurchase of treasurystock
Net changes of items
other than owners’
equityTotal changes of items
during the period
Balance at the end of thecurrent period

Capitalstock

Capitalreserve

Other
capitalsurplusTotal
capitalsurplus36,803

27,84558

27,904(Million yen)
Owners’ equity
Retained earnings
Other retained
earnings
UnapproTotal-priated
Total Treasury
owners’Legalretainedstock
retained
Generalequityreserve
reserve earnings earnings
at theend ofthe term
3,038

8,095

61,112

72,246(701) 136,252(2,233)
13,812(2,233)
13,812(2,233)
13,812(92)(92)

11,486

-

-

-

-

-

-

11,579

11,579(92)

36,803

27,84558

27,904

3,038

8,095

72,691

83,825(794) 147,739

Valuation and translation
adjustments
Valuation
Total valuationdifference onand translation
available-foradjustments
sale securities

Total net
assetsBalance at the beginningof the current period
1,421
1,421
137,674
Changes of items during
the period
Dividends from surplus(2,233)
Profit13,812
Purchase of treasury
stock
(92)
Net changes of items
other than owners’
equity376
376
376
Total changes of items
during the period
376
376
11,862
Balance at the end of thecurrent period
1,798
1,798
149,537
Note: The figures presented are rounded down to the nearest million yen.

21