Securities Code: 9009

Keisei Electric Railway Co., Ltd.
June 6, 2018
NOTICE OF THE 175th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholder:
You are cordially invited to attend the 175th Ordinary General Meeting of Shareholders of Keisei Electric
Railway Co., Ltd. (the “Company”), which will be held on Thursday, June 28, 2018, at 10:00 a.m.
(reception will open at 9:00 a.m.) in the Rose 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 27, 2018).
Faithfully yours,
Toshiya Kobayashi, 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 175th term,
extending from April 1, 2017 to March 31, 2018, 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 175th term, extending from
April 1, 2017 to March 31, 2018, will be reported at the meeting.
Approval of the appropriation of surplus for the 175th term (from April 1, 2017
to March 31, 2018)
Election of sixteen (16) Directors
Election of one (1) Audit & Supervisory Board Member

1Decisions 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.


Among the documents which should be provided with this convocation notice for the 175th
Ordinary General Meeting of Shareholders, the items listed below are posted on the Company website in accordance with the provisions of laws and regulations and Article 15 of the Articles ofIncorporation of the Company, and thus, they are not described in the attached materials of thisconvocation notice for the 175th Ordinary General Meeting of Shareholders.
(1) “System to Ensure Appropriateness of Operations and Operational Status of the System” and“Basic Policy on Control of the Company” in the Business Report(2) “Consolidated Statements of Changes in Net Assets” and “Notes to Consolidated Financial
Statements”(3) “Non-consolidated Statements of Changes in Net Assets” and “Notes to Non-consolidated
Financial Statements”
The Business Report, Consolidated Financial Statements and Non-consolidated Financial
Statements, which have been audited by Audit & Supervisory Board Members and Accounting
Auditors, are described in the attached materials of this convocation notice for the 175th Ordinary
General Meeting of Shareholders, and also presented on the Company web site.
Please be informed that in the event any reference materials for general meeting of shareholders oritem included in attached materials is amended, the Company web site furnishes such information.
Company web site: http://www.keisei.co.jp/*

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 28, 2018 (Reception will open at 9:00 a.m.)
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 27, 2018
Exercising your voting rights by the Internet
Please access to the site for exercising your voting rights (https://evote.tr.mufg.jp/), and enter “for” or“against” for each agenda item.
Deadline for exercising your voting rights:
6:00 p.m., Wednesday, June 27, 20183

Guide for exercising your voting rights by the Internet
Exercising your voting rights by the Internet can only be done by using the following site for exercising
your voting rights. Please check the items below and exercise your voting rights by 6:00 p.m.,
Wednesday, June 27, 2018.
Site for exercising your voting rights:

https://evote.tr.mufg.jp/
Items to be noted Please note that the site is not in service from 2:00 a.m. to 5:00 a.m. every day.
 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.
 You will be notified of a new log-in ID and temporary password every time an Ordinary General
Meeting of Shareholders is convened.
 You are responsible for paying the expenses incurred for accessing the site to exercise your voting
rights (Internet access fees, communication fees, etc.).
 Using the site for exercising your voting rights may not be possible depending on your Internet usage
environment, services to which you subscribe, or device model you use. For details, please contact
the help desk below.

(Help Desk) Contact for inquiries about exercising your voting rights by the Internet
Stock Transfer Agency Division, Mitsubishi UFJ Trust and Banking Corporation
Tel: 0120-173-027 (toll free)Service: from 9:00 a.m. to 9:00 p.m.
For institutional investors“Electronic voting platforms” operated by ICJ, Inc. may be used as a method of exercising yourvoting rights.

4

REFERENCE MATERIALS FOR GENERAL MEETING OF SHAREHOLDERS
Agenda items and reference materials
Item 1: Approval of the appropriation of surplus for the 175th term (from April 1, 2017 to March 31,
2018)
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 the above 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 1,373,984,320 yen
As we paid 7 yen as the interim dividend, the total annual dividend for the term will be 15
yen per share.
Note: The Company implemented share consolidation on October 1, 2016, consolidating two
common shares into one. The total annual dividend for the term will be increased by 1
yen from the previous term as the total annual dividend for the previous term is 14 yen
per share when it is calculated based on the shares after the share consolidation.

3.

Effective dateJune 29, 2018

5

Item 2: Election of sixteen (16) Directors
The terms of office of all the current sixteen (16) Directors expire at the conclusion of this year’s
Ordinary General Meeting of Shareholders. Accordingly, we hereby propose the election of sixteen (16)Directors.
Details of the candidates are as follows:

No. ofCandidateCurrent positions and responsibilities
in the Company

Name

Attendanceat theBoard ofDirectors
meetings

1

Reappointment

Norio Saigusa

Chairman of the Board of Directors

10/10

2

Reappointment

Toshiya Kobayashi

President

10/10

3

Reappointment

Takashi Saito

Senior Managing Director, in charge ofmanagement supervision

10/10

4

Reappointment

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

10/10

5

Reappointment

Atsushi Shinozaki

Managing Director, in charge of general affairs
and personnel

10/10

6

Reappointment

Masahiro Muroya

Managing Director, General Manager, Railway
Headquarters

8/8

7

Reappointment

Makoto Kawasumi

Director, General Manager, Accounting Dept.

10/10

8

Reappointment

Susumu Toshima

Director, in charge of real estate development
and others

10/10

9

Reappointment

Yasunobu Furukawa

Director

10/10

10

Reappointment

Kenichiro Hirata

Director

10/10

11

Reappointment

Eiichiro Matsukami

Director

10/10

12

Reappointment

Takao Amano

Director

10/10

13

New
Appointment

Tsuguo Tanaka

–

–

14

New
Appointment

Shokichi Kaneko

–

–

15

New
Appointment

Koji Yamada

–

–

16

New
Appointment––

External
Independent
Officer

External

Shotaro Tochigi

Independent
Officer

Note: Attendance at the Board of Directors meetings by Masahiro Muroya, who is a candidate for Director, counts
only the Board of Directors meetings held after his assuming the office of Director on June 29, 2017.

6No. ofcandidate

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

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

1

2

3

Numbers of sharesof the Company
owned by thecandidate

1971
2004
2006
2008
2010
2011
2017

Joined the Company
Director
Managing Director
Norio Saigusa
SeniorManaging Director(Feb. 11, 1949)
Director and Vice President
75,800
Reappointment
President
Chairman of the Board of Directors (to thepresent)
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. As President of the Company, he
led the Group, and as Chairman of the Company, is currently supervising the overall management of theGroup. Since we think that he will contribute to development of business and enhancement of medium- tolong-term corporate value of the Group going forward, based on his abundant experience and trackrecords, we continue to select him as a candidate for Director.
Apr. 1982
Joined the Company
Jun. 2010
Director
Toshiya Kobayashi(Jul. 30, 1959)
Jun. 2013
Managing Director
35,600Jun.
2015
SeniorManaging Director
Reappointment
Jun. 2017
President (to the present)
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.
Apr. 1982
Joined the Company
Jun. 2013
Director
Jun. 2015
President of Keisei Bus Co., Ltd. (to the
Takashi Saito
present)(Dec. 11, 1958)
Jun. 2015
Managing Director of the Company
17,200
Reappointment
Jun. 2017
Senior Managing Director in charge ofmanagement supervision (to the present)
Significant concurrent positions
President of Keisei Bus Co., Ltd.
Chairman of Chiba Bus Association
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 in charge of management supervision and management of a group company as Senior Managing
Director. Since we think that he will contribute to development of business and enhancement of mediumto long-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.

7

No. ofcandidate

Name(Date of birth)

Career summary(positions and responsibilities in the Company, andsignificant concurrent positions)Aug. 2008

4

5

6

Numbers of sharesof the Company
owned by thecandidate

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
Directorof the Company(Aug. 6, 1960)
9,700
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 many years of experience in working for financial institutions, and is currently in charge of internal
audit, management supervision, and group strategy as Managing Director. 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. 1986
Joined the Company
Jun. 2013
Director
Jun. 2016
Managing Director
Atsushi Shinozaki
Jun.
2017
Managing
Director in charge of general(Aug. 13, 1961)
15,000affairs and personnel (to the present)
Reappointment
Significant concurrent positions
Chairman of the Board of Directors 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 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.
Aug. 2013
Director General, Japan Transport Security
Board, Ministry of Land, Infrastructure,
Masahiro Muroya
Transport and Tourism(Mar. 15, 1956)
Oct. 2014
Managing Director, Association of Japanese
2,100
Reappointment
Private Railways
Jun. 2017Managing Director and General Manager,
Railway Headquarters of the Company (tothe present)
Reason for selecting him as a candidate for Director
He has many years of experience in working for government ministries/agencies and industry group, and iscurrently in charge of railway as Managing Director. Since we think that he will contribute to developmentof 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.

8No. ofcandidate

Makoto Kawasumi(Mar. 8, 1967)
Reappointment

7

9

10

Apr.
Jun.

1989
2016

Joined the Company
Director and General Manager, Accounting
Dept. (to the present)

Numbers of sharesof the Company
owned by thecandidate
9,500

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.
Apr. 1990
Joined the Company
Susumu ToshimaJun. 2016
Director(Jul. 13, 1967)
7,000
Jun. 2017
Director in charge of real estate
Reappointment

8

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

Name(Date of birth)development and others (to the present)

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 real estate development and others as Director. Since we think that he will contributeto 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.
Sep. 1980
Registered as a certified public accountant
Yasunobu Furukawa Aug. 2010
Senior Managing Director of Ernst & Young(Oct. 11, 1953)
ShinNihon LLC
Reappointment
Aug. 2012
Senior Advisor of Ernst & Young
0
ShinNihon LLC
External
Jun. 2014
Director of the Company (to the present)
Independent
Significant
concurrent
positions
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.
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)
Jun. 2014
Senior Managing Director
17,000
Reappointment
Jun. 2014
President of Hokuso-Railway Co., Ltd. (tothe present)
Jun. 2016
Director and Vice President of the Company
Jun. 2017
Director (to the present)
Significant concurrent positions
President of Hokuso-Railway Co., Ltd.
President of Chiba Newtown 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 management of group companies 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.

9No. ofcandidate

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

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

11

12

13

14

Numbers of sharesof the Company
owned by thecandidate

1984
2011
2013
2017

Joined the Company
Director
Eiichiro MatsukamiManaging Director(Feb. 23, 1962)
President of Kanto Railway Co., Ltd. (to thepresent)
23,800
Reappointment
Jun. 2017
Director of the Company (to the present)
Significant concurrent positions
President of Kanto Railway Co., Ltd.
Chairman of Ibaraki Bus Association
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 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)
10,200present)
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.
Apr. 1989
Joined the Company
Jul.
2013
GeneralManager, Railway Vehicle Dept.,
Tsuguo Tanaka
Railway
Headquarters (to the present)(Aug. 29, 1965)
7,200
Significant concurrent positions
New Appointment
President of Keisei Railway Vehicle Industries, 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 currently serves as
General Manager, Railway Vehicle Dept., Railway Headquarters. 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 select him as a candidate for
Director.
Apr. 1990
Joined the Company
Jul.
2013
GeneralManager, Administration Dept.,
Shokichi Kaneko
Railway
Headquarters(Feb. 17, 1967)
5,900
Jun. 2017
General Manager, Internal Audit Dept. and
New Appointment
Management Supervision Dept. (to thepresent)
Reason for selecting him as a candidate for Director
He has been engaged in accounting and railway since he joined the Company, and currently serves as
General Manager, Internal Audit Dept. and Management Supervision Dept. 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 select him as a candidate
for Director.

10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. 1991
Jul. 201515

16

Joined the Company
General Manager attached to General
Affairs and Personnel Dept. (to the present)
Koji Yamada
Apr. 2018
President of Funabashi-Kotsu Co., Ltd (to(Jan. 27, 1968)
8,800
the present)
New Appointment
Significant concurrent positions
President of Funabashi-Kotsu Co., Ltd
President of Keisei Travel Service Co., Ltd.
Reason for selecting him as a candidate for Director
He has been engaged in general affairs and personnel and taxi business of the Group since he joined theCompany, and is currently in charge of management of group companies. 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 select him as a candidate for
Director.
Apr. 1973
Appointed as a public prosecutor
Jul. 2007
Superintending Prosecutor of the Fukuoka
High Public Prosecutors Office
Shotaro Tochigi(Nov. 11, 1946)
Apr. 2009
President of the Japan International Training
Cooperation Organization (JITCO)
New Appointment
Apr. 2009
Registered as an attorney-at-law (member of0External
the Daiichi Tokyo Bar Association)
Established Tochigi Law Office
Independent
Officer
Attorney-at-law at Tochigi Law Office (tothe present)
Significant concurrent positions
Attorney-at-law
Reason for selecting him as a candidate for external Director
He has served important positions as a public prosecutor, including Superintending Prosecutor of the
Fukuoka High Public Prosecutors Office, and is currently working as an attorney-at-law. While he has notbeen directly involved in corporate management, we think that he will be capable of providing us with
useful advice for the Board of Directors, based on his abundant experience in and extensive insights into
the legal profession, and therefore propose him as a candidate for external 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 of the same business categories as Kanto Railway Co., Ltd. (generalrailway 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. The Company is engaged in transactions with Keisei Railway Vehicle Industries, Inc. such as making orders ofconstruction work related to railway vehicles.
5. Yasunobu Furukawa and Shotaro Tochigi are candidates for external Directors.
6. The terms of office of Yasunobu Furukawa as an external Director of the Company will be four (4) years at theconclusion of this Ordinary General Meeting of Shareholders.
7. The Company has, pursuant to the provisions in Article 427, paragraph 1 of the Companies Act, entered into anagreement with Yasunobu Furukawa to limit his liability for damages set forth in Article 423, paragraph 1 of
the Companies Act to the minimum liability amount stipulated in Articles 425, paragraph 1 of the Companies
Act. If the election of Shotaro Tochigi is approved, the Company will also enter into an agreement of the samecontents with him.
8. The Company has appointed Yasunobu Furukawa as an independent officer in accordance with the rules of theTokyo Stock Exchange and reported the appointment to the Tokyo Stock Exchange. Also, if the election of
Shotaro Tochigi is approved, the Company intends to appoint him as an independent officer in accordance withthe rules of the Tokyo Stock Exchange and report the appointment to the Tokyo Stock Exchange.

11

Item 3: Election of one (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Kyoichiro Uenishi 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)
Kyoichiro Uenishi(Jan. 15, 1958)
Reappointment
External
Independent
Officer

Career summary(positions in the Company and significant concurrent
positions)

Numbers of sharesof the Company
owned by thecandidate

Apr. 2009 President and COO of Oriental Land
Co., Ltd. (to the present)
Jun. 2009 Audit & Supervisory Board Member of
the Company (to the present)
Significant concurrent positions
President and COO of Oriental Land Co., Ltd.

0

Reason for selecting him as a candidate for external Audit & Supervisory Board Member
We select him as a candidate for external Audit & Supervisory Board Member because he currently
provides us with useful advice for the Board of Directors as Audit & Supervisory Board Member, andas his career record shows, we believe that he can audit the legality of our business execution from an
objective and neutral standpoint as external Audit & Supervisory Board Member going forward, withhis abundant experience and discerning judgment as an executive.
Notes:
1. Kyoichiro Uenishi is a candidate for external Audit & Supervisory Board Member.
2. The term of office of Kyoichiro Uenishi as Audit & Supervisory Board Member of the Company will be nine(9) years at the conclusion of this Ordinary General Meeting of Shareholders.
3. Whereas Kyoichiro Uenishi is currently not an external Audit & Supervisory Board Member, he fulfils therequirements for an external Audit & Supervisory Board Member in accordance with the Companies Act after
it was amended by the Act for Partial Revision of the Companies Act (Act No. 90 of 2014) enforced on May 1,
2015. Accordingly, we propose his election as external Audit & Supervisory Board Member in this item to beresolved.
4. Kyoichiro Uenishi is currently and has been President and COO of Oriental Land Co., Ltd., a specified
associated service provider (entity accounted for using equity method) of the Company for the last five (5)years, has been receiving director’s remuneration from the said company for the last two (2) years, and willcontinue to do so going forward. While the Company is engaged in transactions of the same business category
as Oriental Land Co., Ltd. (selling/buying and leasing of land and buildings), the Company and the said
company do not have a competing business because the main business of the said company is management andoperation of theme parks. Moreover, the transactions between the said company and the Company during the
fiscal year ended March 31, 2018 are limited to those of general consumers such as the purchase of theme park
tickets, and the amount of such transactions is minimal at less than 1% of net sales for both the Company andthe said company.
5. The Company has, pursuant to the provisions in Article 427, paragraph 1 of the Companies Act, entered into anagreement with Kyoichiro Uenishi to limit his liability 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.
6. The Company intends to appoint Kyoichiro Uenishi as an independent officer in accordance with the rules of
the Tokyo Stock Exchange and report the appointment to the Tokyo Stock Exchange.

12English Translation of Financial Statements Originally Issued in the Japanese Language
CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2018
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

24,611
20,308
6,267
2,435
576
2,547
1,910
10,003(31)
68,629Fixed 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:

270,309
20,939150,173
31,24624,1152,368
499,151
1,338
9,416
10,755200,159
606
11,5863,860(135)
216,077
725,985114

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

13

794,728

English Translation of Financial Statements Originally Issued in the Japanese Language
CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2018
Million yen
LIABILITIES AND NET ASSETSLIABILITIES:Current liabilities:
Notes payable and trade accounts payable
Short-term borrowings
Lease obligations
Income taxes payable
Advance received
Allowance for employees’ bonuses
Reserve for directors’ bonuses
Other current liabilities
Total current liabilities

20,73060,842
4,489
5,870
18,3202,925
39
34,907148,126

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.

14

40,000122,747
52,381
20,121
1,891
360
31,074
11,601
280,178
428,304
349,997
36,80328,538286,704(2,049)
4,556
4,488
(69)
138
11,869366,423
794,728

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, 2018
Million yen
Operating revenues
Operating costs and expenses:
Transport operating expenses and cost of sales
Selling, general and administrative expenses
Operating income

255,028
189,738
35,204Non-operating revenues:
Interests and dividend income
Investment income of affiliates
Other non-operating revenues
Non-operating expenses:
Interests expenses
Other non-operating expenses

224,943
30,085369
18,178
1,695

20,243

2,683
500

3,183

Recurring income

47,145

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
Loss on business withdrawal
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.

15

2,623
337
2,470
638
448
420
103

2,961

4,080
46,025

9,749
(289)
9,459
36,566
1,754
34,811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, 2018
(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
Change resulting from merger between
consolidated subsidiaries andunconsolidated subsidiaries
Disposal 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-controllinginterests
Net changes of items other than owners’
equityTotal changes of items during the period
Balance at the end of the current period

Owners’ equity
Retainedearnings

Capitalsurplus36,80328,533

254,307

Treasurystock

Total owners’
equity(2,036)(2,576)34,811146(2,576)34,811
146

15
0

0

15
0

(13)

(13)

5
36,803

5
28,538317,6085
32,397286,704(13)(2,049)32,388349,997

Accumulated other comprehensive income
Valuationdifference on
available-forsale securities

Total
Deferred gains Remeasurements
accumulated Non-controllingor losses onof defined benefit
otherinterests
hedgesplans
comprehensive
incomeBalance at the beginning of
the current period
4,491
(70)
37
Changes of items during
the period
Dividends from surplus
Profit attributable toowners of parent
Change of scope of
consolidation
Change resulting frommerger between
consolidated subsidiaries
and unconsolidated
subsidiaries
Disposal 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 otherthan owners’ equity
(3)
0
100
Total changes of items
during the period
(3)
0
100
Balance at the end of thecurrent period
4,488
(69)
138
Note: The figures presented are rounded down to the nearest million yen.

16

4,458

10,277

Total net
assets332,344(2,576)34,811
146

15
0

(13)

5
98

1,591

1,689

98

1,591

34,0784,556

11,869366,423

English Translation of Financial Statements Originally Issued in the Japanese Language
NON-CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2018
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

5,132
4,673
1,102
2,046
1,859
6,260
1,878
1,063
664
1,579
(0)
26,260

Fixed 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

234,834
108,728
4,115
24,107
95,631
63,533
9,951
19,586
1,270
1,291
(1)
467,417
114
114

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

17493,792

English Translation of Financial Statements Originally Issued in the Japanese Language
NON-CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2018
Million yen
LIABILITIES AND NET ASSETSLIABILITIES:Current liabilities:
Short-term borrowings
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

52,654
2,978
16,651
956
2,455
3,504
719
38,415
2,343
17,094990
27
138,792

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

40,000110,486
15,853
18,9581,800
6,114
193,212332,005

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.

18

160,31736,80327,904
27,84558
96,403
3,038
93,365
8,095
85,270
(794)
1,469
1,469
161,787493,792

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, 2018
Million yen
Railway:
Operating revenues
Operating expenses
Operating income
Real Estate Development and Others:
Operating revenues
Operating expenses
Operating income

66,96855,712
11,256
14,744
8,528
6,216

Operating income from all operations

17,472Non-operating revenues:
Interests and dividend income
Other revenues
Non-operating expenses:
Interests expenses
Other expenses

5,071
1,302

6,373

2,067
599

2,667

Recurring income

21,178

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
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.

19

1,332
119
1,228
519
288

1,451

2,035
20,594

5,765
(325)
5,440
15,154

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, 2018
Capital surplus

Balance at the beginningof the current period
Changes of items during
the period
Dividends from surplus
ProfitDisposal 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

27,90400(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

72,691

83,825(794) 147,739(2,576)15,154(2,576)15,154(2,576)15,154

-

-

0

0

-

-

12,578

12,57836,803

27,84558

27,904

3,038

8,095

85,27096,403

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

Total net
assetsBalance at the beginningof the current period
1,798
1,798
149,537
Changes of items during
the period
Dividends from surplus(2,576)
Profit15,154
Disposal of treasury
stock
0
Net changes of items
other than owners’
equity
(328)
(328)
(328)
Total changes of items
during the period
(328)
(328)
12,249Balance at the end of thecurrent period
1,469
1,469
161,787
Note: The figures presented are rounded down to the nearest million yen.

20

0

0

0

12,578(794) 160,317