Securities Code: 9009

Keisei Electric Railway Co., Ltd.
June 7, 2022
NOTICE OF THE 179th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholder:
You are cordially notified of the 179th Ordinary General Meeting of Shareholders of Keisei Electric
Railway Co., Ltd. (the “Company”), which will be held on Wednesday, June 29, 2022, 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 do not attend the meeting in person, you may exercise your voting rights in writing or by the Internet.
Please review the attached Reference Materials for General Meeting of Shareholders, then refer toInstructions 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, 2022).
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:Item 4:The Business Report, Consolidated Financial Statements for the 179th term,
extending from April 1, 2021 to March 31, 2022, the Report of Accounting
Auditors, and the Report of the Audit & Supervisory Board concerning the resultsof the audit of the Consolidated Financial Statements will be reported at themeeting.
The Non-consolidated Financial Statements for the 179th term, extending from
April 1, 2021 to March 31, 2022, will be reported at the meeting.
Approval of the appropriation of surplus for the 179th term (from April 1, 2021
to March 31, 2022)
Partial amendments to the Articles of Incorporation
Election of twelve (12) 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 do not attend the meeting, you can still exercise your voting rights by aproxy who is also a shareholder of the Company having voting rights; provided,
however, that the proxy submits a document proof of proxy authority.


Among the documents which should be provided with this convocation notice for the 179th
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 179th 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 179th 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: https://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., Wednesday, June 29, 2022 (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., Tuesday, June 28, 2022
Exercising your voting rights by the Internet
Please follow the “Guide for exercising your voting rights by the Internet” on the next page, and enter“for” or “against” for each agenda item.
Deadline for exercising your voting rights:
6:00 p.m., Tuesday, June 28, 2022

3

Guide for exercising your voting rights by the Internet
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.
 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. 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(Service: from 9:00 a.m. to 9:00 p.m.; toll free)
Institutional investors can utilize the “Electronic voting platform” operated by ICJ, Inc.

4

REFERENCE MATERIALS FOR GENERAL MEETING OF SHAREHOLDERS
Agenda items and reference materials
Item 1: Approval of the appropriation of surplus for the 179th term (from April 1, 2021 to March 31, 2022)
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 amount8.50 yen per share, with total amount of 1,451,847,379 yen
As we paid 8.50 yen as the interim dividend, the total annual dividend for the term will be 17
yen per share.

3.

Effective dateJune 30, 2022

5

Item 2: Partial amendments to the Articles of Incorporation
1.

Reasons for the proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisionsof the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on
September 1, 2022, the Company proposes to make the following changes to its Articles ofIncorporation to reflect the system for providing reference materials for general meetings ofshareholders in an electronic format that is introduced by the revision.
(1) Due to the introduction of an obligation for a company to state in its articles of incorporationthat information that constitutes the content of reference materials for general meetings ofshareholders, etc. is to be provided in an electronic format, the Company proposes establishing a
new Article 15 (Measures, etc. for Providing Information in Electronic Format), paragraph 1.
(2) With respect to the matters for which measures for providing information in an electronic
format are to be taken for information that constitutes the content of reference materials forgeneral meetings of shareholders, etc., in order to enable the Company to limit the scope of
items to be stated in paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents to the scope prescribed by the Ministry of Justice Order, theCompany proposes establishing a new Article 15 (Measures, etc. for Providing Information inElectronic Format), paragraph 2.
(3) By introducing the system for providing reference materials for general meetings ofshareholders in an electronic format, Article 15 of the current Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference Materials for General Meeting of Shareholders,Etc.) is no longer necessary, so the Company proposes deleting this provision.
(4) In addition, the Company proposes to establish supplementary provisions concerning the effectof the addition and deletion of the provisions mentioned above. Each of these supplementaryprovisions will be deleted after the day prescribed in the relevant provision.

2.

Details of amendment
The details of the amendment are as follows:

Current provisions
Chapter 3. General Meeting of Shareholders(Internet Disclosure and Deemed Provision of Reference
Materials for General Meeting of Shareholders, Etc.)
Article 15.
When the Company convenes a general meeting ofshareholders, if it discloses information that is to bestated or presented in the reference materials for general
meeting of shareholders, business report, financial
statements and consolidated financial statements
through the internet, it may be deemed that theCompany has provided this information to shareholders.

(Underlines indicate amended or additional text.)
Proposed amended provisions
Chapter 3. General Meeting of Shareholders(Deleted)(Measures, etc. for Providing Information in Electronic
Format)Article 15.
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information in an electronic format with respect toinformation that constitutes the content of referencematerials for general meetings of shareholders, etc.

(New provision)

6

Current provisions

Proposed amended provisions
2. Among items for which the measures for providing
information in an electronic format will be taken,
the Company may exclude all or some of those
items designated by the Ministry of Justice Orderfrom statements in the paper-based documents to bedelivered to shareholders who requested thedelivery of paper-based documents by the record
date of voting rights.
Supplementary Provisions(Transitional Measures for Providing Reference
Materials, for General Meeting of Shareholders, etc. inElectronic Format)
Article 1.
1. The deletion of the pre-amended Article 15 (Internet
Disclosure and Deemed Provision of Reference
Materials for General Meeting of Shareholders,Etc.) and the establishment of the new Article 15(Measures, etc. for Providing Information inElectronic Format) shall be effective from
September 1, 2022.
2. Notwithstanding the provision of the preceding
paragraph, the pre-amended Article 15 (Internet
Disclosure and Deemed Provision of Reference
Materials for General Meeting of Shareholders,Etc.) shall remain effective regarding any general
meeting of shareholders held on a date within six
months from September 1, 2022.
3. This supplementary provisions of this Article shallbe deleted on the date when six months haveelapsed from September 1, 2022, or three months
have elapsed from the date of the general meeting ofshareholders in the preceding paragraph, whicheveris later.

(New provision)(New provision)

7

Item 3: Election of twelve (12) Directors
The terms of office of all the current twelve (12) Directors expire at the conclusion of this year’s
Ordinary General Meeting of Shareholders. Accordingly, we hereby propose the election of twelve (12)Directors.
Details of the candidates are as follows:

No. ofCandidateCurrent positions and responsibilities
in the Company

Name

Attendanceat theBoard ofDirectors
meetings

1

Reappointment

Toshiya Kobayashi

Male

President and Representative Director,
President and Executive Officer

10/10

2

Reappointment

Takao Amano

Male

Representative Director, Senior Managing
Executive Officer, in charge of internal audit
and general affairs/personnel

10/10

3

Reappointment

Tsuguo Tanaka

Male

Director, Managing Executive Officer, General
Manager, Railway Headquarters

10/10

4

Reappointment

Shokichi Kaneko

MaleDirector, Managing Executive Officer, incharge of management supervision

10/10

5

Reappointment

Koji Yamada

Male

Director, Executive Officer, in charge of group
strategy

8/8

6Reappointment

Hideki Mochinaga

Male

Director, Executive Officer, Deputy General
Manager, Railway Headquarters, and General
Manager, Safety Promotion Dept., Railway
Headquarters

8/8

Director

10/10

Director

10/10

Director

10/10

Male

7

Reappointment

Yasunobu Furukawa

External
Independent
OfficerMale

8

Reappointment

Shotaro Tochigi

External
Independent
Officer
FemaleExternal

9

Reappointment

10

New
Appointment

Tadakazu Oka

Male

—

—

11

New
Appointment

Takeshi Shimizu

Male

—

—

12

New
Appointment——

Misao Kikuchi

Independent
OfficerMale

Takeshi Ashizaki

External
Independent
Officer

Note: Attendance at the Board of Directors meetings by Koji Yamada and Hideki Mochinaga, who are candidates
for Director, counts only the Board of Directors meetings held after their assuming the office of Director onJune 29, 2021.

8

No. ofcandidate

Name(Date of birth)

Career summary(positions and responsibilities in the Company, andsignificant concurrent positions)Apr. 1982
Jul. 2006
Jun. 2008

1

Numbers of sharesof the Company
owned by thecandidate

Joined the Company
General Manager, Group Strategy Dept.
General Manager, Administration Dept.,
Railway Headquarters
Jun. 2010
Director and General Manager, Real Estate
Dept.
Jun. 2013
Managing Director, in charge of real estate
Oct. 2013
Managing Director, in charge of real estateof the Company and President of Keisei
Insurance Consulting Co., Ltd.
Jun. 2015
Senior Managing Director andToshiya Kobayashi
Representative Director, in charge of real
(Jul. 30, 1959)
estate48,300
Reappointment
Jun. 2016
Senior Managing Director andRepresentative Director, in charge ofMaleaccounting and real estate
Jun. 2017
President and Representative Director
Oct. 2021
President and Representative Director,
President and Executive Officer (to thepresent)
Significant concurrent positions
External Director of Shin-Keisei Electric Railway
Co., Ltd.
Chairman of Kanto District Private Railway
Association
Reason for selecting him as a candidate for Director
He has been engaged in various business departments of the Company, and as President andRepresentative Director, President and Executive Officer of the Company, is currently showing strong
leadership to supervise the overall management of the Group. Since we think that he will contribute todevelopment of business 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.

9No. ofcandidate

Name(Date of birth)

Career summary(positions and responsibilities in the Company, andsignificant concurrent positions)Apr. 1988
Jul. 2011

2

Numbers of sharesof the Company
owned by thecandidate

Joined the Company
General Manager, Transportation Dept.,
Railway Headquarters
Jun. 2015
Director
Jun. 2016
Director of the Company and President of
Keisei Construction, Inc.
Jun. 2018
Managing Director, in charge of generalaffairs and personnel
Nov. 2018
Managing Director, in charge of generalaffairs and personnel of the Company andPresident of Keisei Driving School Co.,
Takao Amano
Ltd.
(Sep. 21, 1965)
16,700Jun. 2020
Managing Director, in charge of internal
Reappointment
audit and general affairs/personnel
MaleJun. 2021
Senior Managing Director andRepresentative Director, in charge ofinternal audit and general affairs/personnel
Oct. 2021
Representative Director, Senior Managing
Executive Officer, in charge of internal
audit and general affairs/personnel (to thepresent)
Significant concurrent positions
External Audit & Supervisory Board Member ofShin-Keisei Electric Railway 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 chargeof internal audit and general affairs/personnel as Representative Director, Senior Managing Executive
Officer. 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 andtrack records, we continue to 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)Apr. 1989
Jul. 2013

Tsuguo Tanaka(Aug. 29, 1965)
Reappointment

3

Male

Joined the Company
General Manager, Railway Vehicle Dept.,
Railway Headquarters
Jun. 2015 General Manager, Railway Vehicle Dept.,
Railway Headquarters of the Company andPresident of Keisei Sharyo Kogyo Co., Ltd.
Jun. 2018 Director, Deputy General Manager,
Railway Headquarters, General Manager,
Administration Dept., Railway
Headquarters, and General Manager,
Railway Vehicle Dept., Railway
Headquarters
Jul. 2018 Director, Deputy General Manager,
Railway Headquarters, and General
Manager, Railway Vehicle Dept., Railway
Headquarters
Jul. 2019 Director, Deputy General Manager,
Railway Headquarters, and General
Manager, Safety Promotion Dept., Railway
Headquarters
Jun. 2021 Managing Director and General Manager,
Railway Headquarters
Oct. 2021 Director, Managing Executive Officer, andGeneral Manager, Railway Headquarters(to the present)
Significant concurrent positions
President of Chiba Newtown Railway Co., Ltd.

Numbers of sharesof the Company
owned by thecandidate

11,600Reason 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 chargeof railway as Director, Managing Executive Officer. 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.

11No. ofcandidate

Name(Date of birth)

Career summary(positions and responsibilities in the Company, andsignificant concurrent positions)Apr. 1990
Jul. 2013

4

Numbers of sharesof the Company
owned by thecandidate

Joined the Company
General Manager, Administration Dept.,
Railway Headquarters
Jun. 2017 General Manager, Internal Audit Dept. andManagement Supervision Dept.
Jun. 2018 Director, General Manager, Internal Audit
Dept. and Management Supervision Dept.
Jun. 2019 Director, in charge of internal audit,
management supervision and group
strategy
Shokichi Kaneko
Jun. 2020 Director, in charge of management(Feb. 17, 1967)
supervision and group strategy
10,400Jun. 2021 Managing Director, in charge ofReappointment
management supervision
Male
Oct. 2021 Director, Managing Executive Officer, incharge of management supervision (to thepresent)
Significant concurrent positions
External Audit & Supervisory Board Member ofShin-Keisei Electric Railway Co., Ltd.
President of Keiseitaxi Holdings Co., Ltd.
President of Chiba Association of Taxi
Chairman of Chiba Pref. Economic Council
Reason for selecting him as a candidate for Director
He has been engaged in accounting and railway since he joined the Company, and is currently in chargeof management supervision as Director, Managing Executive Officer. 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
as a candidate for Director.

12No. ofcandidate

Name(Date of birth)

Career summary(positions and responsibilities in the Company, andsignificant concurrent positions)Apr. 1991
Jul. 2015

5

6

Numbers of sharesof the Company
owned by thecandidate

Joined the Company
General Manager attached to General
Affairs and Personnel Dept. of theCompany and President of Keisei Travel
Service Co., Ltd.
Apr. 2018
General Manager attached to General
Affairs and Personnel Dept. of the
Koji Yamada
Company and President of Funabashi(Jan. 27, 1968)
12,400
Kotsu Co., Ltd.
Reappointment
Jun. 2018
Director of the Company and President ofMale
Funabashi Kotsu Co., Ltd.
Mar. 2019
President of Keiseitaxi Holdings Co., Ltd.
Jun. 2021
Director, in charge of group strategy of theCompany
Oct. 2021
Director, Executive Officer, in charge ofgroup strategy (to the present)
Reason for selecting him as a candidate for Director
He has been engaged in general affairs/personnel and taxi business of the Group since he joined theCompany, and is currently in charge of group strategy as Director, Executive Officer. 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
to select him as a candidate for Director.
Jun. 2016
Director-General of Kanto District
Transport Bureau, Ministry of Land,
Infrastructure, Transport and Tourism
Feb. 2018
Adviser of NITTSU SHOJI CO., LTD.
Aug. 2018
Adviser of Yamaman Co., Ltd.
Jun. 2021
Director, Deputy General Manager,
Railway Headquarters, and General
Hideki Mochinaga
Manager, Safety Promotion Dept., Railway(Mar. 6, 1962)
Headquarters of the Company
1,600
Oct. 2021
Director, Executive Officer, Deputy
Reappointment
General Manager, Railway Headquarters,
Maleand General Manager, Safety Promotion
Dept., Railway Headquarters (to thepresent)
Significant concurrent positions
Senior Managing Director of Nippori Station
Reorganization Co., Ltd.
Reason for selecting him as a candidate for Director
He has many years of experience in working for government ministries and is currently in charge ofrailway as Director, Executive Officer. Since we think that he will contribute to development ofbusiness 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.

13

No. ofcandidate

Name(Date of birth)

Yasunobu Furukawa(Oct. 11, 1953)

Career summary(positions and responsibilities in the Company, andsignificant concurrent positions)Sep. 1980
Aug. 2010
Aug. 2012

Reappointment
External

7

8

Independent
OfficerJun. 2014
Jun. 2015

Registered as a certified public accountant
Senior Managing Director of Ernst &Young ShinNihon LLC
Senior Advisor of Ernst & Young
ShinNihon LLC
Director of the Company (to the present)
Outside Director of NSK Ltd.

Numbers of sharesof the Company
owned by thecandidate0

Significant concurrent positions
Outside Audit & Supervisory Board Member of
Ricoh Company, Ltd.
Reason for selecting him as a candidate for external Director and summary of expected roles
He has abundant experience and extensive insight as a certified public accountant as his career record
shows, is involved in corporate management in various capacities. We anticipate that he will also becapable of exercising supervision over the business execution of the Company, and providing advice,
etc. as external Director, based on his experience and insight going forward, and therefore continue topropose him as a candidate for external Director.
Apr. 1973
Appointed as a public prosecutor
Jul. 2007
Superintending Prosecutor of the Fukuoka
High Public Prosecutors Office
Apr. 2009
President of the Japan International
Training Cooperation Organization(JITCO)
Shotaro Tochigi
Apr. 2009
Registered as an attorney-at-law (member(Nov. 11, 1946)of the Daiichi Tokyo Bar Association)
Reappointment
0
Established Tochigi Law Office
Attorney-at-law at Tochigi Law Office (toExternal
the present)
Independent
Jun.
2018
Directorof the Company (to the present)
Officer
Significant concurrent positions
Male
Attorney-at-law
Member of the Board of Directors (Outside Director)(Audit & Supervisory Committee Member) of
Mizuho Bank, Ltd.
Reason for selecting him as a candidate for external Director and summary of expected roles
While he has not been directly involved in corporate management, he has abundant experience in andextensive insight into the legal profession. We anticipate that he will also be capable of exercisingsupervision over the business execution of the Company, and providing advice, etc. as external Director,
based on his experience and insight going forward, and therefore continue to propose him as a candidate
for external Director.
Male

14

No. ofcandidate

Name(Date of birth)

Career summary(positions and responsibilities in the Company, andsignificant concurrent positions)Jun. 2016

910

Numbers of sharesof the Company
owned by thecandidate

Chairman of the Board of Directors of
Powdertech Co., Ltd. (to the present)
Sep. 2016
President of Nanyu Corporation (to thepresent)
Oct. 2016
Chairperson of Keiyo Gas Co., Ltd (to the
Misao Kikuchipresent)(Apr. 9, 1950)
Mar. 2020
External Director of K&O Energy Group
Reappointment
Inc. (to the present)
0
Jun.
2020
DirectoroftheCompany(tothepresent)
External
Significant concurrent positions
Independent
Chairman of the Board of Directors of Powdertech
OfficerCo., Ltd.
FemalePresident of Nanyu Corporation
Chairperson of Keiyo Gas Co., Ltd.
External Director of K&O Energy Group Inc.
Reason for selecting her as a candidate for external Director and summary of expected roles
She has abundant experience and extensive insight as corporate manager as her career record shows, andhas been engaged in corporate management from many standpoints. We anticipate that she will also becapable of exercising supervision over the business execution of the Company, and providing advice, etc.
as external Director, based on her experience and insight going forward, and therefore continue topropose her as a candidate for external Director.
Jan. 2015
Deputy General Manager, Sales Dept. IX of
Mizuho Bank, Ltd.
Apr. 2016
General Manager, Corporate
Communications Dept., Strategic PlanningGroup of Mizuho Securities Co., Ltd.
May 2019
General Manager attached to Internal Audit
Tadakazu Oka
Dept. and attached to Management(Feb. 7, 1967)
Supervision Dept. of the Company
1,400
Jun. 2019
General Manager, Internal Audit Dept. and
New Appointment
Management Supervision Dept.
MaleJul. 2020
General Manager, Management
Supervision Dept.
Oct. 2021
Executive Officer and General Manager,
Management Supervision Dept. (to thepresent)
Reason for selecting him as a candidate for Director
He has many years of experience in working for financial institutions and currently serves as Executive
Officer and General Manager, Management Supervision Dept.
Since we think that he will contribute to development of business and enhancement of medium- to longterm corporate value of the Company going forward, based on his abundant experience and trackrecords, we select him as a candidate for Director.

15

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. 1990
Jul. 2013
Jun. 2016

11

12

Joined the Company
General Manager, Real Estate Dept.
General Manager, Real Estate Dept. of theCompany and President of Keisei Real
Takeshi Shimizu
Estate Co., Ltd.
(Oct. 7, 1967)
9,200
Jun. 2018
General Manager, Real Estate Dept. of theCompany
andPresidentof
KeiseiRose
New Appointment
Nurseries, Inc.
Male
Oct. 2021
Executive Officer, General Manager,
Housing Dept. and Rental Dept., Real
Estate Headquarters (to the present)
Reason for selecting him as a candidate for Director
He has been engaged in real estate for many years since he joined the Company and currently serves as
Executive Officer, General Manager, Housing Dept. and Rental Dept. Real Estate Headquarters.
Since we think that he will contribute to development of business and enhancement of medium- to longterm corporate value of the Company going forward, based on his abundant experience and trackrecords, we select him as a candidate for Director.
May 2010
Managing Executive Officer of The Bankof Tokyo-Mitsubishi UFJ, Ltd.
Jun.
2012
Presidentof MU Frontier Servicer Co., Ltd
Takeshi Ashizaki
Jun. 2016
Chairman of kabu.com Securities Co., Ltd.
(Feb. 9, 1958)
Jun. 2016
Outside Director of The Tottori Bank, Ltd.
Jul.
2020
Registeredas judicial scrivener
New Appointment
0
Jul.
2021
Established
Ashizaki Judicial Scrivener
External
OfficeIndependent
Judicial scrivener at Ashizaki Judicial
Officer
Scrivener Office (to the present)
Male
Significant concurrent positions
Judicial scrivener
Reason for selecting him as a candidate for external Director and summary of expected roles
He has the experience in working for financial institutions, abundant experience and extensive insight asa corporate manager as his career record shows, and he also is involved in work as a judicial scrivener.
We anticipate that he will also be capable of exercising supervision over the business execution of theCompany, and providing advice, etc. as external Director, based on his experience and insight going
forward, and therefore propose him as a candidate for external Director.

Notes:
1. Shotaro Tochigi is Member of the Board of Directors (Outside Director) (Audit & Supervisory Committee
Member) of Mizuho Bank, Ltd. We have loan and other transactions with the said bank, however said bankdoes not correspond to a financial institution on which we depend, with respect to funds procurement, to theextent that the financial institution is irreplaceable.
2. Misao Kikuchi is President of Nanyu Corporation and Chairperson of Keiyo Gas Co., Ltd., and the Company isengaged in transactions of the same business category as each of the companies (selling/buying and leasing ofland and buildings).
3. Misao Kikuchi is Chairperson of Keiyo Gas Co., Ltd., which is a trade partner of the Company. However, theamount of such transactions during the fiscal year ended March 31, 2022 is minimal at less than one (1) % ofoperating revenue for both the Company and the said company.
4. Misao Kikuchi will assume the position of External Executive Director of Oriental Land Co., Ltd., a specified
associated service provider (entity accounted for using equity method) of the Company, in late June 2022.
5. Yasunobu Furukawa, Shotaro Tochigi, Misao Kikuchi and Takeshi Ashizaki are candidates for external
Directors.
6. The term of office of Yasunobu Furukawa as an external Director of the Company will be eight (8) years at theconclusion of this Ordinary General Meeting of Shareholders.
7. The term of office of Shotaro Tochigi as an external Director of the Company will be four (4) years at theconclusion of this Ordinary General Meeting of Shareholders.
8. The term of office of Misao Kikuchi as an external Director of the Company will be two (2) years at theconclusion of this Ordinary General Meeting of Shareholders.

16

9. The Company has, pursuant to the provisions in Article 427, paragraph 1 of the Companies Act, entered into anagreement with Yasunobu Furukawa, Shotaro Tochigi and Misao Kikuchi to limit their liability for damages set
forth in Article 423, paragraph 1 of the Companies Act to the minimum liability amount stipulated in Article
425, paragraph 1 of the Companies Act. In the event that the election of Takeshi Ashizaki is approved, theCompany intends to enter into an agreement with the same contents.
10. The Company has entered into a directors and officers liability insurance policy as provided for in Article
430-3, paragraph 1 of the Companies Act with an insurance company, which includes the Directors of theCompany as the insureds. The insurance policy covers losses that may arise from the insured’s assumption of
liability incurred in the course of the performance of duties, or receipt of claims pertaining to the pursuit ofsuch liability. If the election of each candidate is approved, they will be included as an insured in the insurance
policy. In addition, the Company plans to renew the insurance policy during their term of office.
11. The Company has appointed Yasunobu Furukawa, Shotaro Tochigi and Misao Kikuchi as independent officers
in accordance with the rules of the Tokyo Stock Exchange and reported the appointment to the Tokyo Stock
Exchange. In addition, the Company intends to appoint Takeshi Ashizaki as an independent officer inaccordance with the rules of the Tokyo Stock Exchange and report the appointment to the Tokyo Stock
Exchange.

17

(Reference) Skill matrix
The main skills possessed by each of the candidates are shown below.
NameToshiya
Kobayashi
Takao
Amano
TsuguoTanakaShokichiKanekoKoji
YamadaHideki
Mochinaga
Yasunobu
Furukawa
ShotaroTochigi
Misao
KikuchiTadakazu
Oka
Takeshi
Shimizu
Takeshi
AshizakiTransportation

Real estate
anddaily life
services

Corporate
management

Financeandaccounting

Humanresources
and labor
management

Legal affairs
and riskmanagement

Sustainability

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●
●

●

●

●

●

●

●

●

●

●

●
●
●

●
●

●

●

●

●
●

●

18

●

●

●

Item 4: Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Kenji Yoshida expires at the conclusionof this year’s Ordinary General Meeting of Shareholders. Accordingly, we hereby propose the election 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)
Kenji Yoshida(Sep. 3, 1960)
Reappointment
External
Independent
Officer

Career summary(positions in the Company and significant
concurrent positions)Jun. 2021 President and COO of Oriental Land
Co., Ltd. (to the present)
Jun. 2021 Audit & Supervisory Board Memberof the Company (to the present)
Significant concurrent positions
President and COO of Oriental Land Co., Ltd.

Numbers of sharesof the Company
owned by thecandidate0

Male

Reason for selecting him as a candidate for external Audit & Supervisory Board Member
We believe that he can provide us with useful advice for the Board of Directors from an objective
and neutral standpoint and audit the legality of our business execution based on his abundant
experience and extensive insight in corporate manager as his career record shows, and therefore
continue to propose him as a candidate for external Audit & Supervisory Board Member.
Notes:
1. Kenji Yoshida is a candidate for external Audit & Supervisory Board Member.
2. The term of office of Kenji Yoshida as an external Audit & Supervisory Board Member of the Company will beone (1) year at the conclusion of this Ordinary General Meeting of Shareholders.
3. Kenji Yoshida is currently and has been an Executive Officer of Oriental Land Co., Ltd., a specified associatedservice provider (entity accounted for using equity method) of the Company, for the last ten (10) years, hasbeen receiving remuneration from the said company for the last two (2) years, and will continue 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 acompeting business because the main business of the said company is management and operation of themeparks. Moreover, the transactions between the said company and the Company during the fiscal year ended
March 31, 2022, are limited to those of general consumers, such as the purchase of theme park tickets, and theamount of such transactions is minimal at less than 1% of operating revenue for both the Company and the said
company.
4. Kenji Yoshida served as a non-executive officer (Audit & Supervisory Board Member) of a subsidiary of theCompany in the past.
5. The Company has, pursuant to the provisions in Article 427, paragraph 1 of the Companies Act, entered into anagreement with Kenji Yoshida 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 has entered into a directors and officers liability insurance policy as provided for in Article 4303, paragraph 1 of the Companies Act with an insurance company, which includes the Audit & Supervisory
Board Members of the Company as the insureds. The insurance policy covers losses that may arise from theinsured’s assumption of liability incurred in the course of the performance of duties, or receipt of claims
pertaining to the pursuit of such liability. If the election of Kenji Yoshida is approved, he will be included as aninsured in the insurance policy. In addition, the Company plans to renew the insurance policy during his termof office.
7. The Company has appointed Kenji Yoshida as an independent officer in accordance with the rules of the Tokyo
Stock Exchange and reported the appointment to the Tokyo Stock Exchange.

19English Translation of Financial Statements Originally Issued in the Japanese Language
CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2022
Million yen
ASSETS
Current assets:
Cash and deposits
Notes receivable, accounts receivable, and contract assets
Land and structures for subdivision
MerchandiseWork in process
Raw materials and supplies
Other current assets
Allowance for doubtful accounts
Total current assets
Fixed 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:

25,51324,739
5,266
2,164
182
3,348
11,960(21)
73,152

297,169
24,387
191,178
34,15136,9373,183
587,008
1,008
11,471
12,480204,162337
18,812
4,086(165)
227,234
826,722471

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

20

900,346

English Translation of Financial Statements Originally Issued in the Japanese Language
CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2022
Million yen
LIABILITIES AND NET ASSETSLIABILITIES:Current liabilities:
Notes payable and trade accounts payable
Short-term borrowings
Commercial paper
Lease obligations
Income taxes payable
Provision for bonuses
Other current liabilities
Total current liabilities

18,32055,682
4,000
6,486
1,811
3,345
58,681
148,328

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
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.

21

110,450
140,189
40,50522,8402,035
36,322
11,969364,313512,641
368,873
36,80328,410309,843(6,184)
890
2,210
38
(1,358)
17,941
387,705
900,346

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, 2022
Million yen
Operating revenues
Operating costs and expenses:
Transport operating expenses and cost of sales
Selling, general and administrative expenses
Operating loss
Non-operating revenues:
Subsidies for employment adjustment
Investment income of affiliates
Interests and dividend income
Other non-operating revenues
Non-operating expenses:
Interests expenses
Other non-operating expenses
Recurring loss

214,157
181,034
38,323

1,643
508
467
2,407
2,375
641

Non-recurring income:Construction costs allotted to and received from others
Gain on change in equity
Gain on sale of investment securities
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 valuation of investment securities
Loss before income taxes
Income taxes:
Current
Deferred
Corporate and other taxes
Loss
Profit attributable to non-controlling interests
Loss attributable to owners of parent
Note: The figures presented are rounded down to the nearest million yen.

22

1,653
704
457
321
1,625
701
469
39

219,358
5,201

5,027
3,017
3,191

3,137

2,836
2,890

1,939
(1,165)
773
3,664
773
4,438

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, 2022
(Million yen)

Capitalstock
Balance at the beginning of the current
periodCumulative effects of changes inaccounting policies
Restated balance at the beginning of thecurrent period
Changes of items during the period
Dividends from surplus
Loss attributable to owners of parent
Change due to purchase of shares of
consolidated subsidiaries
Change in ownership interest of parent
due to transactions with non-controllinginterests
Change resulting from merger between
consolidated subsidiaries andunconsolidated subsidiaries
Purchase of treasury stock
Change in treasury stock arising fromchange in equity in entities accounted
for using equity method
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

Capitalsurplus36,80328,411

317,899

Treasurystock

Total owners’
equity(6,184)

376,930(692)
36,80328,411

317,207(692)(6,184)376,237(2,903)(4,438)(2,903)(4,438)

(0)

(0)

0

0
(22)

36,803(0)28,410(7,363)309,843

(0)

(22)
(0)

0

0

0
(6,184)(7,363)368,873

Accumulated other comprehensive income
Valuation
Deferred
Total accumulated
Remeasurements
difference on
gains
other
of defined benefit
available-for- or losses oncomprehensive
plans
sale securities
hedgesincomeBalance at the beginning of thecurrent period
3,075
30
Cumulative effects of changes inaccounting policies
Restated balance at the beginning of
the current period
3,075
30
Changes of items during the period
Dividends from surplus
Loss attributable to owners of parent
Change due to purchase of shares of
consolidated subsidiaries
Change in ownership interest ofparent due to transactions with noncontrolling interests
Change resulting from merger
between consolidated subsidiaries
and unconsolidated subsidiaries
Purchase of treasury stock
Change in treasury stock arisingfrom change in equity in entities
accounted for using equity method
Net changes of items other thanowners’ equity(864)
7
Total changes of items during theperiod(864)
7
Balance at the end of the current
period2,21038
Note: The figures presented are rounded down to the nearest million yen.

23

(1,397)(1,397)

1,708

1,708

Noncontrollinginterests

Total net
assets17,406

396,044

(55)

(748)

17,350395,296(2,903)(4,438)
(0)
0
(22)
(0)
0

38

(818)

590

(227)

38

(818)

590

(7,591)(1,358)890

17,941

387,705

English Translation of Financial Statements Originally Issued in the Japanese Language
NON-CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2022
Million yen
ASSETS
Current assets:
Cash and deposits
Fares receivable
Accounts receivable
Consumption taxes receivable
Income taxes receivable
Lease investment assets
Short-term loans receivable
Land and structures for subdivision
Supplies
Prepaid expenses
Other current assets
Allowance for doubtful accounts
Total current assets

4,561
3,616
2,701
92
522
2,021
1,741
5,261
2,432
1,170
2,083
(665)
25,541

Fixed assets:
Fixed assets, railway operations
Fixed assets, real estate operations
Fixed assets related to each operation
Construction in progress
Investment and other assets
Stocks of subsidiaries and associates
Investment securities
Long-term loans receivable
Deferred tax assets
Other investments
Allowance for doubtful accounts
Total fixed assets

239,441
165,803
3,814
35,339111,414
68,946
10,42021,476
11,5901,129(2,148)555,813

Deferred assets:
Corporate debenture issue cost

457
457

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

24

581,813

English Translation of Financial Statements Originally Issued in the Japanese Language
NON-CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2022
Million yen
LIABILITIES AND NET ASSETSLIABILITIES:Current liabilities:
Short-term borrowings
Commercial paper
Lease obligations
Other accounts payable
Accrued expenses
Income taxes payable
Connecting fares received
Deposits received
Prepaid fares received
Advance received
Provision for bonuses
Other current liabilities
Total current liabilities

45,4204,000
3,780
14,371
945
275
525
29,8592,340
26,098
1,011
95
128,724

Fixed liabilities:
Bonds and debentures
Long-term borrowings
Lease obligations
Provision for retirement benefits
Provision for loss on business of subsidiaries and associates
Asset retirement obligations
Other fixed liabilities
Total fixed liabilities
Total liabilities

110,000
117,541
15,17019,478
1,188
1,401
6,841
271,621400,346

NET ASSETS:
Owners’ equity
Capital stock
Capital surplus
Capital reserve
Other capital surplus
Retained earnings
Legal reserve
Other Retained earnings
General reserve
Retained earnings brought forward
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.

25

180,948
36,80327,904
27,845
58
120,365
3,038
117,327
8,095
109,231(4,124)518
518
181,467
581,813

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, 2022
Million yen
Railway:
Operating revenues
Operating expenses
Operating loss
Real Estate:
Operating revenues
Operating expenses
Operating income
Operating loss from all operations

42,86052,95910,098
19,83912,162
7,676
2,422

Non-operating revenues:
Interests and dividend income
Other revenues
Non-operating expenses:
Interests expenses
Provision of allowance for doubtful accounts
Provision for loss on business of subsidiaries and associates
Other expenses
Recurring loss
Non-recurring income:Construction costs allotted to and received from others
Insurance claim income
Gain on sale of fixed assets
Non-recurring losses:
Advanced depreciation loss on fixed assets
Loss on disposal of fixed assets
Loss on asset impairment
Loss on valuation of investment securities
Loss before income taxes
Income taxes:
Current
Deferred
Corporate and other taxes
Loss
Note: The figures presented are rounded down to the nearest million yen.

26

3,453
1,065
1,719
1,016
549
603

1,288
179
1
1,206
585
256
36

4,519

3,888
1,790

1,469

2,084
2,406

34
(955)
(921)
1,485

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, 2022
(Million yen)
Owners’ equity
Capital surplus
Capitalstock

Balance at the beginningof the current period
Cumulative effects ofchanges in accounting
policies
Restated balance at the
beginning of the current
periodChanges of items during
the period
Dividends from surplus
Loss
Purchase of treasurystock
Net changes of items
other than owners’
equityTotal changes of items
during the period
Balance at the end of thecurrent period

36,80336,803

Capitalreserve

Other
capitalsurplusTotal
capitalsurplusLegalreserve

27,84558

27,904

3,038

27,84558

27,904

3,038

Retained earnings
Otherretained earnings
Retained
Generalearnings
reservebrought
forward
8,095

8,095

Total
retainedearnings

113,923

125,056

(302)

(302)

113,620

124,754(2,903)(1,485)(2,903)(1,485)

-

-

-

-

-

-

(4,388)(4,388)36,803

27,84558

27,904

3,038

8,095

109,231

120,365

Owners’ equity
Treasurystock

Total owner’s
equityValuation and translation
adjustments
Valuationdifference on Total valuation
available-for- and translationsale
adjustments
securities

Balance at the beginning(4,124)
185,640
1,353
of the current period
Cumulative effects ofchanges in accounting(302)
policies
Restated balance at the
beginning of the current(4,124)
185,337
1,353
periodChanges of items during
the period
Dividends from surplus(2,903)Loss(1,485)Purchase of treasury
(0)
(0)
stock
Net changes of items
other than owners’(835)
equityTotal changes of items(0)(4,388)(835)
during the period
Balance at the end of the(4,124)
180,948518
current period
Note: The figures presented are rounded down to the nearest million yen.

27

1,353

Total net
assets186,993
(302)

1,353

186,691(2,903)(1,485)
(0)

(835)

(835)

(835)

(5,224)518

181,467