Securities Code: 9009

Keisei Electric Railway Co., Ltd.
June 7, 2016
NOTICE OF THE 173rd ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholder:
You are cordially invited to attend the 173rd Ordinary General Meeting of Shareholders of Keisei Electric
Railway Co., Ltd. (the “Company”), which will be held on Wednesday, June 29, 2016, at 10:00 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 28, 2016).

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:Item 4:Item 5:The Business Report, Consolidated Financial Statements for the 173rd term,
extending from April 1, 2015 to March 31, 2016, 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 173rd term, extending from
April 1, 2015 to March 31, 2016, will be reported at the meeting.
Approval of the appropriation of surplus for the 173rd term (from April 1, 2015
to March 31, 2016)
Share consolidation
Election of fifteen (15) Directors
Election of two (2) Audit & Supervisory Board Members
Maintenance of the Policy toward a Large-scale Purchase (Anti-takeover
Defenses) of Shares, etc. of the Company

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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
Consolidated Statements of Changes in Net Assets and notes to Consolidated
Financial Statements as well as Non-consolidated Statements of Changes in Net
Assets and notes to Non-consolidated Financial Statements are posted on the
Company web site (http://www.keisei.co.jp/) in accordance with the provisionsof laws and regulations and Article 15 of the Articles of Incorporation of theCompany, and thus, they are not described in the Attached Materials of thisconvocation notice for the 173rd 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 and Accounting Auditors, are described in the Attached Materials of
this convocation notice for the 173rd Ordinary General Meeting of Shareholders,and also presented on the above Company web site.
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
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. If attending
the meeting in person, it will not be necessary to vote in writing or by the Internet.
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. To be valid, your proxy must be received by 6:00 p.m. on the day before themeeting (June 28, 2016).
Exercising your voting rights by the Internet
Please check the following items, and enter “for” or “against” for each agenda item. To be valid, yourproxy must be entered by 6:00 p.m. on the day before the meeting (June 28, 2016). Early exercise ofyour voting rights would be highly appreciated; if you have any questions, please contact the Help Desk.
[Site for exercising your voting rights]

http://www.evote.jp/

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）

3

[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.

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REFERENCE MATERIALS FOR GENERAL MEETING OF SHAREHOLDERS

Agenda items and reference materials
Item 1: Approval of the appropriation of surplus for the 173rd term (from April 1, 2015 to March 31,
2016)
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.
Items on year-end dividend
1.
Type of dividend property
Cash2.
Items on allocation of dividend property to shareholders and its total amount
3.5 yen per share, with total amount of 1,202,594,645 yen
As we paid 3 yen per share as the interim dividend, the total annual dividend for the term
will be 6.5 yen per share.
3.
Effective dateJune 30, 2016

Item 2: Share consolidation
1.
Reason for share consolidation
Stock exchanges nationwide announced the “Action Plan for Consolidating Trading Units,”
aiming to consolidate trading units for common shares of all domestic listed companies to 100
shares per unit by October 1, 2018.
As a company listed on the Tokyo Stock Exchange, the Company also respects this intent andchanges its number of shares constituting one trading unit from the current 1,000 to 100 shares;
and shall implement share consolidation aimed at adjusting the investment unit to the level desiredby stock exchanges nationwide (50,000 yen or more but less than 500,000 yen), taking into
consideration increased opportunities for individual investors to invest, and changes in stock
prices in the medium to long term, etc.
2.
Ratio of the consolidation
Regarding common shares of the Company, we hereby propose to consolidate two shares into one.
As a result of the share consolidation, if there incur fractions of less than one share, the Company
shall dispose of all fractional shares together and distribute the revenue from the disposal toshareholders in proportion to their ratio of fractions, pursuant to provisions of the Companies Act.
3.
Effective date of share consolidation
October 1, 20164.
Total number of shares authorized to be issued on the effective date
500,000,000 shares
By consolidating shares, the Company shall be deemed to have amended the provisions of the
Articles of Incorporation concerning the total number of shares authorized to be issued on theeffective date, pursuant to the provisions of Article 182, paragraph 2 of the Companies Act.
(Reference)
If the Item is approved as proposed, part of the Articles of Incorporation of the Company shall beamended as follows:5

(Underlines indicate amended or additional text.)
Current provisions
Proposed amended provisions
Chapter 2. Shares
Chapter 2. Shares(Total Number of Shares Authorized to be Issued)(Total Number of Shares Authorized to be Issued)
Article 6. The total number of shares authorized to Article 6. The total number of shares authorized to
be issued by the Company shall be five hundred
be issued by the Company shall be one billion(1,000,000,000).
million (500,000,000).

(Number of Shares Constituting Share-trading Unit)
Article 8. One share-trading unit for shares of theCompany shall be one thousand (1,000).

(Number of Shares Constituting Share-trading Unit)
Article 8. One share-trading unit for shares of theCompany shall be one hundred (100).

(New provision)

Supplementary Provision
Amendments to provisions of Articles 6 and 8 shallbecome effective on October 1, 2016, conditional
upon the taking effect of share consolidation
concerning the Item of the 173rd Ordinary General
Meeting of Shareholders to be held on June 29,
2016. This supplementary provision shall be deleted
after the effective date of amendments to Articles 6
and 8.

6

Item 3: Election of fifteen (15) 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. Accordingly, we hereby propose the election of fifteen (15)directors.
Details of the candidates are as follows:

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
Senior Managing Director(Feb. 11, 1949)
138,000
Jun. 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,
is currently showing strong leadership to supervise the overall management of the Group. Since we thinkthat he will contribute to development 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 toselect him as a candidate for Director.
Jul. 2006
Director-General, Railway Bureau,
Ministry of Land, Infrastructure, Transport
and Tourism
Oct. 2007
Director of Development Bank of Japan
Inc.
Oct. 2008
Managing Executive Officer of
Kenichiro Hirata
Development Bank of Japan Inc.
(Nov. 7, 1950)
26,000Jun. 2012Managing Director of the Company
Reappointment
Jun. 2014
Senior Managing Director and General
Manager, Railway Headquarters (to thepresent)
Significant concurrent positions
President of Chiba Newtown Railway Co., Ltd.
President of Hokuso-Railway Co., Ltd. (Note 1)
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 railway and group companies as Senior
Managing Director. Since we think that he will contribute to development of business and enhancementof 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. 1982
Joined the Company
Jun. 2010
Director
Toshiya Kobayashi
Jun. 2013
Managing Director(Jul. 30, 1959)
58,000Jun. 2015
Senior Managing Director in charge of real
Reappointment
estate development and others (to thepresent)
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 iscurrently in charge of real estate development as Senior 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
as a candidate for Director.

7

No. ofcandidate

Name(Date of birth)

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

4

5

6

1984
2011
2013
2015

Numbers of sharesof the Company
owned by thecandidate

Joined the Company
Director
Managing Director
Yukihito Mashimo
Managing Director in charge of general(Feb. 1, 1962)
35,000affairs and personnel (to the present)
Reappointment
Significant concurrent positions
Director and Vice President of Shin-Keisei Electric
Railway Co., Ltd. (Note 2)
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 general affairs and personnel and management of a groupcompany as Managing 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. 1984
Joined the Company
Eiichiro Matsukami Jun. 2011
Director(Feb. 23, 1962)
42,000Jun. 2013
Managing Director
Reappointment
Jun. 2015
Managing Director in charge of accounting(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 accounting 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
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)
26,000Jun. 2015
Managing Director in charge ofReappointment
management supervision of the Company(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 groupcompany. 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.

8No. ofcandidate

Name(Date of birth)

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

7

8

9Numbers 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
Masaya Kato
Co., Ltd.
(Aug. 6, 1960)
11,000Jun. 2014
Director of the Company
Reappointment
Jun. 2015
Managing Director in charge of internal
audit, management supervision and group
strategy (to the present)
Significant concurrent positions
Audit & Supervisory Board Member of Shin-Keisei
Electric Railway 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.
Apr. 1988
Joined the Company
Jun. 2015
Director, Deputy General Manager,
Railway Headquarters, and General
Hiroyuki Miyajima
Manager, Construction Dept., Railway(Feb. 25, 1966)
19,000
Headquarters (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 chargeof railway and 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 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
Hiroyuki Serizawa
Jun. 2015
Director and General Manager, Internal(May 6, 1965)
14,000
Audit Dept. and Management Supervision
Reappointment
Dept. (to the present)
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.

9No. ofcandidate

Name(Date of birth)

Career summary(positions and responsibilities in the Company, andsignificant concurrent positions)Apr. 1966

10

11

12

Numbers of sharesof the Company
owned by thecandidate

Registered as an attorney-at-law (memberof the Daiichi Tokyo Bar Association)
Aug. 1971
Established Takusyou Law Office (current
Takusyou Sogo Law Office)Fumiya Akai
Attorney-at-law at Takusyou Sogo Law(Nov. 8, 1938)
Office (to the present)
Reappointment
0
Jun. 2014
Director of the Company (to the present)
External
Significant concurrent positions
Independent Officer
Attorney-at-law
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
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.
Sep. 1980
Registered as a certified public accountant
Aug. 2010
Senior Managing Director of Ernst &Yasunobu Furukawa
Young ShinNihon LLC(Oct. 11, 1953)
Aug. 2012
Senior Advisor of Ernst & Young
Reappointment
0
ShinNihon LLC
External
Jun. 2014
Director of the Company (to the present)
Independent Officer
Significant concurrent positions
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.
Apr. 1986
Joined the Company
Apr. 2012
President of Funabashi-Kotsu Co., Ltd (tothe present)
Jun. 2013
Director of the Company (to the present)
Atsushi Shinozaki
Apr. 2014
President of Maihama Resort Cab Co., Ltd.
22,000(Aug. 13, 1961)(to the present)
Reappointment
Significant concurrent positions
President of Funabashi-Kotsu Co., Ltd
President of Maihama Resort Cab Co., Ltd. (Note 3)
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 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.

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. 1988
Jun. 2015

13

14

15

Joined the Company
Director and Vice President of Keisei
Takao Amano
Construction, Inc. (to the present)(Sep. 21, 1965)
15,000Jun. 2015
Director of the Company (to the present)
Reappointment
Significant concurrent positions
Director and Vice President of Keisei Construction,
Inc. (Note 4)
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 management of a group company as Director. Since we think that he will contribute to developmentof 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.
Apr. 1989
Joined the Company
May 2012
Managing Director of Teito Motor
Makoto Kawasumi
Transportation Co., Ltd. (to the present)(Mar. 8, 1967)
5,000
Jul. 2012
General Manager attached to General
New Appointment
Affairs and Personnel Dept. of theCompany (to the present)
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 incharge of management of a group company. Since we think that he will contribute to development ofbusiness and enhancement of medium- to long-term corporate value of the Group going forward, basedon his abundant experience and track records, we continue to select him as a candidate for Director.
Apr. 1990
Joined the Company
Susumu Toshima
Jul. 2013
General Manager, General Affairs and(Jul. 13, 1967)
5,000
Personnel Dept. (to the present)
New Appointment
Significant concurrent positions
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 serving as General Manager of General Affairs and Personnel Department. Since we think that
he will contribute to development of business and enhancement of medium- to long-term corporate valueof the Company going forward, based on his abundant experience and track records, we select 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 of the same business category as Shin-Keisei Electric Railway Co., Ltd.
(general railway transport, as well as selling/buying and leasing of land and buildings).
3. The Company is engaged in transactions with Maihama Resort Cab Co., Ltd. including the leasing of buildings.
4. The Company is engaged in transactions of the same business category as Keisei Construction Inc.
(selling/buying and leasing of land and buildings).
5. Fumiya Akai and Yasunobu Furukawa are candidates for external Directors.
6. 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.
7. While Yasunobu Furukawa was serving as Senior Managing Director of Ernst & Young ShinNihon LLC, theaudit company received a business improvement order from the Financial Services Agency in connection with anaudit certificate in July 2012 for Olympus Corporation and in December 2015 for TOSHIBA CORPORATION.
8. The terms of office of Fumiya Akai and Yasunobu Furukawa as external Directors of the Company will be two(2) years at the conclusion of this Ordinary General Meeting of Shareholders.
9. 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.

11

10. 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 4: Election of two (2) Audit & Supervisory Board Members
The terms of office of Audit & Supervisory Board Members Itaru Masuda and Kenichi Kobayashi
expire at the conclusion of this year’s Ordinary General Meeting of Shareholders. Accordingly, we hereby
propose the election of two (2) Audit & Supervisory Board Members.
With the agreement of the Audit & Supervisory Board, the following candidates are proposed.
Details of the candidates are as follows:

No. ofcandidate

1

2

Name
(Date of birth)

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

Numbers of sharesof the Company
owned by thecandidateJun. 2010 Director and First Senior Executive
Mamoru Kawakami
Officer of The Chuo Mitsui Trust and(Mar. 5, 1954)
Banking Company, Limited
New Appointment
0
External
Jun. 2012 Corporate Auditor of The Japan Steel
Independent Officer
Works, Ltd. (to the present)
Reason for selecting him as a candidate for external Audit & Supervisory Board Member
We selected him as a candidate for external Audit & Supervisory Board Member because as his careerrecord 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 with his abundant
experience and discerning judgment as an executive.
Apr. 2011 Director and Senior Managing
Executive Officer of Nippon Life
Insurance Company
Jun.
2013
Presidentof SEIWA BUSINESS LINK
Yasuomi Matsuyama
CO.,
LTD.
(to the present)(Nov. 14, 1956)
Jun. 2013 Audit & Supervisory Board Member of
New Appointment0
Mitsubishi Gas Chemical Company,
External
Inc. (to the present)
Independent Officer
Significant concurrent positions
Audit & Supervisory Board Member of
Mitsubishi Gas Chemical Company, Inc.
Reason for selecting him as a candidate for external Audit & Supervisory Board Member
We selected him as a candidate for external Audit & Supervisory Board Member because as his careerrecord 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 with his abundant
experience and discerning judgment as an executive.

Notes:
1. Mamoru Kawakami and Yasuomi Matsuyama are candidates for external Audit & Supervisory Board Members.
2. If the elections of Mamoru Kawakami and Yasuomi Matsuyama are approved, the Company will, pursuant to
the provisions in Article 427, paragraph 1 of the Companies Act, enter into an agreement with them to limit
their liabilities 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.
3. The Company intends to appoint Mamoru Kawakami and Yasuomi Matsuyama as independent officers inaccordance with the rules of the Tokyo Stock Exchange and report the appointments to the Tokyo Stock
Exchange.

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Item 5: Maintenance of the Policy toward a Large-scale Purchase (Anti-takeover Defenses) of Shares,
etc. of the Company
At its 170th ordinary general meeting of shareholders held on June 27, 2013, the Company obtained
approval for a policy toward a large-scale purchase (anti-takeover defenses) of our shares, etc.
(hereinafter referred to as the "Original Policy"), as an approach to preventing the company from being
controlled by a person who is inappropriate in light of our "Basic Policy on Control of the Company".
The effective term of the Original Policy will expire at the conclusion of this general meeting ofshareholders.
Since then, the Company has given further consideration to whether or not it will maintain the Original
Policy as a measure to maintain and improve the corporate and equity values of the Company and its
subsidiaries and affiliates (hereinafter collectively referred to with the Company as the "Group"), as wellas to its contents, in light of the changes in social and economic conditions, the development of
discussions on anti-takeover defenses, and other pertinent factors and information.
As a result, at its meeting held on May 20, 2016, the Board of Directors decided, subject to approval by aresolution passed at the Company’s general meeting of shareholders, on a policy toward a large-scalepurchase (anti-takeover defenses) of our shares, etc. under which the Original Policy will be maintainedwith some modifications (hereinafter referred to as the "Policy").
In response to the above decision, we ask our shareholders to approve the continued adoption of the
Policy in accordance with the provisions of Article 16 of the Articles of Incorporation.
I.

Purpose and Outline of the Policy
The basic policy on the qualifications of the person who may control decisions regarding theCompany's financial and business policies is as described in part II below. The Company has
formulated the Policy in order to maintain and improve the Group's corporate value and the common
interests of its shareholders, as an approach to preventing decisions regarding the Company's
financial and business policies from being controlled by a person who is inappropriate in light ofsuch basic policy.
1.

Establishment of the Large-scale Purchase Rules
To being with, the Policy establishes rules to be complied with by each large-scale purchaser (asdefined in section 1(1) of part IV below) who intends to conduct a large-scale purchase (asdefined in section 1(1) of part IV below) (which is referred to as the "Large-scale Purchase
Rules" in the Policy), which will require such large-scale purchaser: (1) to provide in advancecertain information on the large-scale purchaser and the proposed large-scale purchase which isnecessary to allow the Company's shareholders and the Board of Directors to make theirdecision on the large-scale purchase; and (2) to refrain from carrying out the proposedlarge-scale purchase for a certain period, in order to allow time for the Board of Directors to
examine and assess the proposed large-scale purchase, to negotiate with the large-scalepurchaser, and to present or offer its opinion or an alternative proposal to the Company's
shareholders.

2.

Establishment of Independent Committee
In addition, the Policy provides for the establishment of an independent committee, which willconsist of persons who are independent of the management operating the Company's business(which is referred to as the "Independent Committee" in the Policy), in order to ensure objective
and reasonable judgments of the Board of Directors on any countermeasures that may be takenby the Company against a large-scale purchase (which is referred to as "Countermeasuresagainst a Large-scale Purchase" in the Policy) and related matters.

14

3.

Contents of and conditions and procedures for taking Countermeasures against a Large-scale
Purchase
With respect to the Countermeasures against a Large-scale Purchase, the Policy provides: (1)that, with respect to the contents of the countermeasures, the countermeasures shall, in principle,
consist of the allotment of share options without contributions; (2) that, with respect to theconditions for taking the countermeasures, they may be taken (i) if the large-scale purchaser
fails to comply with the Large-scale Purchase Rules or if the proposed large-scale purchase islikely to cause significant damage to the Group's corporate value or the common interests of its
shareholders, and (ii) if such countermeasures are reasonable as such against the relevant
large-scale purchase; and (3) that, with respect to the procedures for taking countermeasures,
they shall be taken only after a resolution to do so is passed by the Board of Directors of theCompany, which shall be passed, in principle, after giving the utmost consideration to therecommendations of the Independent Committee described in paragraph 2 above.

4.

Effective term of the Policy
Considering that the E3 Plan covers up to fiscal year 2018 (the business year ending on March
31, 2019), the Policy shall remain effective until the conclusion of the ordinary general meetingof shareholders (scheduled for June 2019) for the last business year ending within three years
following the conclusion of the ordinary general meeting of shareholders at which the Policy
was approved and passed.

II.

Basic Policy on the Qualifications of the Person Who May Control Decisions regarding theCompany's Financial and Business Policies
1.

The Group's basic philosophy on business operations
The Group is basically engaged in transportation services (mainly railway operations) which
provide a social infrastructure of a highly public nature (which is referred to the "CoreBusiness" in the Policy). The Group has social responsibility that comes along with thisservice.
In the Group's business, this type of social responsibility can be fulfilled by providing stabletransport service while ensuring the safety and convenience of its users. For this purpose, theGroup believes that it is essential to manage its safety measures, railway maintenance,
improvement and expansion of facilities, development of areas along railways and otheractivities from medium- and long-term perspectives with an eye to various changes in ourbusiness environment.
It is also important in the Group's business to give maximum consideration to the interests of awide range of stakeholders while the Group proceeds with its business activities. Suchconsideration must be given not only to the Group's customers, shareholders, clients andemployees but also to harmony with the communities involved and the Group's environment, inorder to fulfill its social responsibility described above.
As a result of the Group's business expansion efforts based on medium- and long-term
perspectives and on consideration to a wide range of stakeholders as described above, its
business has expanded to include a wide range of activities, including railway service as thecore and transportation (including bus and taxi operations), distribution, real estate activities,
leisure and service businesses, and construction. The Company believes that the Group's
corporate value should be maintained and improved by symbiotically linking the transportation
service as the Core Business and these related activities.

15

2.

Our policy for handling a large-scale purchase
The Company believes that it is as a result of free trade on the stock market that a listedcompany has shareholders at any given time, and that whether or not a proposed large-scalepurchase is accepted by a shareholder should ultimately be left to the judgment of theshareholder, even if the proposed large-scale purchase is such that it will result in a transfer ofcontrol of the company.
Once a large-scale purchase is completed, however, the large-scale purchaser will acquire
control that will enable the large-scale purchaser to exert an immediate, significant influence on
the Group's operations. Thus, a large-scale purchase may have a material impact on theGroup's corporate value and the common interests of its shareholders.
As a matter of fact, however, it is difficult for shareholders to make appropriate judgments as tothe potential influence of a large-scale purchase upon the Group's corporate value and thecommon interests of its shareholders without obtaining sufficient information on the large-scalepurchaser and the large-scale purchase. In addition, the Group's corporate value is surroundedby the special circumstances described above, which require particular consideration. Under
such circumstances, the Company believes that its Directors have the following responsibilities:
To ensure that the large-scale purchaser provides sufficient information necessary for theshareholders to make a decision; to examine and assess through the Board of Directors thepotential impact of the management policies, etc. proposed by the large-scale purchaser upon
the Group's corporate value and to provide assessment results to shareholders for theirinformation; and, if necessary, to hold negotiations or discussions between the Board of
Directors and the large-scale purchaser on the proposed large-scale purchase or the Group's
management policies, or to offer to shareholders, alternative management policies developed by
the Board of Directors for the Group.
Further, under the recent Japanese capital market and legal system, one cannot totally deny thepossibility that a large-scale purchase will be conducted in a manner that may result in obvious
damage to the Group's corporate value or the common interests of its shareholders. Under thecircumstances, the Company believes that its Directors also have the following responsibilities:
To establish procedures for ensuring the provision of information by a large-scale purchaser andthe examination and assessment by the Board of Directors; and to prepare countermeasuresagainst a large-scale purchase in order to prevent obvious damage to the Group's corporate
value and the common interests of its shareholders.

III. Special Approaches to Help Realize the Basic Policy
1.

The Group's management philosophy
Based on the philosophy described above, the Group aims at contributing to the development ofsociety through its daily business activities, by fulfilling its social responsibilities as a businesscorporation and achieving sound business development. To this end, the Group has
established the Group Management Philosophy that "the Keisei Group should contribute to thedevelopment of society by providing high-quality goods and services that satisfy customers in asafe, appropriate manner and achieving sound business development". At the same time, theGroup has strived, with the intention of realizing the above philosophy, to maintain andimprove its corporate value by establishing the Group Action Guidelines, which consist of thefollowing five items: safety, customer service, development, corporate ethics, and theenvironment.

2.

The Group's management plan
Under the Group's management philosophy described above, the Group makes a
Medium-Range Management Plan every three years in order to clarify the policy for and goals

16

of the management of the Group as a whole. The Group's basic policy in these plans is tostrengthen the system to maximize group synergy and to strive to maximize the corporate valueof the entire Group.
In the E3 Plan, which covers fiscal years 2016 through 2018, the Group plans to seek the
maximization of the corporate value of the entire Group under the basic policies of “challenge
for expanding revenue aiming at sustainable growth”, “providing safe and secure services”,“more enhancement of management foundation”, and based on the following basic strategies:“deep cultivation of in-bound market”, “expanding revenue utilizing business opportunities”,“improving attractiveness of the area along the railway”, “Ensuring safety/security andimprovement in services quality”, and “Improvement in financial soundness and enhancementin the Group management system”.
With respect to transportation services, the Group plans to promote the following activities:
increasing convenience and recognition of the Narita Airport Transportation; strengthening ofservices for airport passengers, especially foreign visitors; smooth implementation of BRT
business; strengthening of sales capabilities in Tokyo metropolitan area; attracting passengers
from inside and outside of the area along the railway by utilizing sight-seeing resources.
In regard to distribution businesses, the Group plans to promote the following activities:
scheduled store opening in the store business; providing services in response to changes insocial structure; conducting effective store renovation and business development utilizing local
brand reputation in the department store business; strengthening tenant leasing function andsales capability for customers including visiting foreigners in the shopping center business.
As for real estate business, the Group intends to: secure revenue by increasing profitable leasing
assets, effective utilization of the Group holding assets, purchasing new commercial land andfortifying sales capability in the real estate sales business; increase revenue by strengthening
sales force in the renovation business.
In the leisure, service and construction businesses, the Group aims to diligently promotemeasures that will contribute to the improvement of the value of areas along railways, leading
to improvement of value in the Group.
3.

The philosophy of returning profits to customers
The Group's businesses are of a highly public nature, with railway operations being at the core.
For this reason, the Company's basic policy is to return its profits to customers in a stable,
continuous manner, while maintaining internal reserves necessary to develop business and tostrengthen and stabilize the business foundation in the future, as well as taking the Company's
performance and other factors into account.
The Company intends to expand internal reserves in order to meet the expected capital demands,
as we plan to continue to strengthen our transportation capacity and to improve our operational
security and passenger service.

17

4.

Efforts to strengthen corporate governance
The Company attempts to fulfill its corporate governance requirements by building soundrelationships with respective stakeholders and further preparing, strengthening, and improving
internal governance structures and systems. Particularly, in order to execute operations
promptly and effectively, the Company will enhance its internal governance function, putting
administrative authority rules into practice, while managing risk including compliance,
maintaining management transparency and properly disclosing necessary information. The
Company will continue to further strengthen its governance system.
The Company has introduced an auditor system and has established a board of directors, aboard of auditors, and has retained accounting auditors. The board of directors of the Company
is composed of 15 members including 2 external Directors. For reference, the term of officefor directors is 1 year, and thereby the Company is strengthening the monitoring system ofexecution of operation. The Audit & Supervisory Board is composed of 5 members including
4 external Audit & Supervisory Board Members. Auditors attend board of director meetingsand other important meetings, audit the performance of duties of directors, maintain close
cooperation with the internal audit department and accounting auditors, exchange information,
reinforce mutual cooperation, and improve the effectiveness and efficiency of auditing.

IV. Contents of the Policy
1.

The Large-scale Purchase Rules(1) Scope
The Large-scale Purchase Rules will apply to a person who conducts or intends to conducta Large-scale Purchase (which is referred to as a "Large-scale Purchaser" in the Policy),
which means any of the activities listed below in (a) through (d) or similar activities thathave not been consented to by the Company's Board of Directors in advance (which isreferred to as a "Large-scale Purchase" in the Policy).
(a) A purchase of or other activity to obtain Shares, Etc.1 of the Company2 which would
result in the purchaser's Shareholding Ratio3 being 20% or higher.
(b) A purchase of or other activity to obtain Shares, Etc.4 issued by the Company5 which

1"Shares, Etc." means "shares, etc." as defined in Article 27-23, Paragraph 1 of the Financial Instruments andExchange Act; the same applies hereinafter.

2"A purchase of or other activity to obtain Shares, Etc. of the Company" includes: holding the right to demanddelivery of such Shares, Etc. under a purchase or any other agreement; and conducting any of the transactions set
forth in Article 14-6 of the Enforcement Order for the Financial Instruments and Exchange Act.

3

"Shareholding Ratio" means "shareholding ratio" as defined in Article 27-23, Paragraph 4 of the Financial
Instruments and Exchange Act; the same applies hereinafter. In the calculation of a Shareholding Ratio, the total
number of shares issued (meaning the "total number of shares issued" in Article 27-23, Paragraph 4 of the
Financial Instruments and Exchange Act) may be drawn from the most recent of the following: the securities
report, the quarterly securities report, and the share buyback report most recently submitted to the competentauthorities.

4"Shares, Etc." means "shares, etc." as defined in Article 27-2, Paragraph 1 of the Financial Instruments andExchange Act; the same applies hereinafter in this item (b) only.

5"A purchase of or other activity to obtain Shares, Etc. issued by the Company" includes: purchases and othertransfers made for a consideration; and other activities similar to transfers made for a consideration set forth in
Article 6, Paragraph 3 of the Enforcement Order for the Financial Instruments and Exchange Act.

18

would result in the sum of the Share, Etc. ownership ratio6 of the purchaser and thatof its Special Interested Parties7 being 20% or higher.
(c) An agreement or other activity by the person with one or more other shareholders of
the Company whereby the person would become a Joint-Holder8 of the shares heldby the other shareholder(s) and which would result in the sum of the Shareholding
Ratio of the person and that of the other shareholder(s) being 20% or higher.
(d) An activity by the person with one or more other shareholders of the Company
whereby a relationship would be established between the person and the othershareholder(s) where one substantially controls the other, or both parties are placed
under common control, or the person and the other shareholder(s) are to act jointly orin cooperation, and which would result in the sum of the Shareholding Ratio of theperson and that of the other shareholder(s) being 20% or higher.
(2) Submission of a Letter of Intention
A Large-scale Purchaser will be requested to submit to the Representative Director of theCompany, prior to carrying out or commencing the proposed Large-scale Purchase, a"Letter of Intention to Conduct a Large-Scale Purchase" (which is referred to as a "Letterof Intention" in the Policy) indicating information on the matters listed below in (a)through (g). The Letter of Intention must be written in Japanese and must be signed by,
or affixed with the name and seal of, the Large-scale Purchaser or its representative. The
purpose of this requirement is to allow the Company's Board of Directors and shareholders
to perceive the existence of the proposed Large-scale Purchase and to obtain basic
information on the Large-scale Purchaser.
(a) A declaration that the document is intended to be a Letter of Intention submitted
pursuant to the Large-scale Purchase Rules.
(b) Whether the Large-scale Purchaser is a natural or legal person, or a statement that it is
an association, organization or other entity without corporate status, if that is the case.
(c) If the Large-scale Purchaser is a natural person, its name, nationality, address andplace of employment.
(d) If the Large-scale Purchaser is not a natural person, its trade name or other official
name, the address of its head office or principal place of business, the governing law
of incorporation, and the name of its representative.
(e) The following information on the Large-scale Purchaser's point of contact in Japan:
the name of the contact person, address or location, telephone number, facsimile
number, and relationship with the Large-scale Purchaser.
6"Share Etc. Ownership Ratio" means "share ownership ratio" as defined in Article 27-2, Paragraph 8 of the
Financial Instruments and Exchange Act; the same applies hereinafter. In the calculation of a Share Etc.
Ownership Ratio, the total number of voting rights (meaning the "total number of voting rights" in Article 27-2,
Paragraph 8 of the Financial Instruments and Exchange Act) may be drawn from on the more recent of thefollowing: the securities report and the quarterly securities report most recently submitted to the competentauthorities.

7"Special Interested Parties" means "special interested parties" as defined in Article 27-2, Paragraph 7 of the
Financial Instruments and Exchange Act; the same applies hereinafter.

8"Joint-Holder" means "joint-holder" as defined in Article 27-23, Paragraph 5 of the Financial Instruments andExchange Act and includes all persons who are deemed to be joint-holders pursuant to Paragraph 6 of the same
article; the same applies hereinafter.

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(f)

An outline of the proposed Large-scale Purchase in terms of measures, timing,
purpose and other respects.

(g) A covenant that the Large-scale Purchaser will comply with the applicable laws andregulations and the Large-scale Purchase Rules.
Upon submission of the Letter of Intention by a Large-scale Purchaser, the Company will,in accordance with the applicable laws and regulations and the rules of the financial
instruments exchange, disclose the fact that such Letter of Intention has been submitted aswell as other information deemed by the Board of Directors to be appropriate fordisclosure.
(3) Provision of information on the Large-scale Purchase
The Large-scale Purchaser will also be requested to provide, prior to carrying out orcommencing the proposed Large-scale Purchase, information in the Japanese language
necessary for shareholders to make their decision on the Large-scale Purchase, for the
Board of Directors and the Independent Committee to form their view as to whether or not
to accept the proposed Large-scale Purchase, and for the Board of Directors to formulate
an alternative proposal to be offered to shareholders (which is referred to as "Large-scale
Purchase Information" in the Policy). The purpose of this requirement is to ensure thatshareholders will be able to make appropriate decisions on the Large-scale Purchase andthat the Board of Directors will be able to examine and assess the Large-scale Purchase inan appropriate manner.
Specifically, following the submission of the Letter of Intention, the Large-scale Purchaser
will be requested to provide the Representative Director of the Company with theinformation listed below in (a) through (d). If the Large-scale Purchaser is unable toprovide any part of the information listed below in (a) through (d), the Large-scale
Purchaser will be requested to provide the Company with specific reasons for suchinability.
(a) The information listed below in (i) through (x) on the Large-scale Purchaser and its
group9 (such group and the Large-scale Purchaser are collectively referred to as the"Large-scale Purchaser Group" in the Policy):

9(i)History;(ii)

Each officer's name, carrier summary, and any previous violation of law or
regulation;(iii)

Description of business;(iv)

Capital structure or contribution ratios;(v)

A group organization chart;(vi)

Financial statements or consolidated financial statements;"Large-scale Purchaser and its group" includes: any and all Joint-Holders and Special Interested Parties, all major
shareholders, contributors, partners or members, and all major subsidiaries and affiliates, of the Large-scale
Purchaser; and if the Large-scale Purchaser is a special purpose company whose purpose is to hold Shares, Etc. of
the Company and other Shares, Etc., the person controlling decisions regarding the Large-scale Purchaser's
financial and business policies and the person(s) continuously providing the Large-scale Purchaser with advice on
investments.

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(vii)

If the Large-scale Purchaser has submitted securities reports or equivalent
documents to the competent authorities or the financial instruments exchange,
the securities reports or equivalent documents for the most recent three years;(viii)The Shareholding Ratio for Shares, Etc. of the Company held by theLarge-scale Purchaser Group during the past year and historical changes ofsuch ratio;(ix)

Any and all prior business and competitive relationships between the
Large-scale Purchaser Group and the Group's major clients; and(x)

Performance and history of past investments10.

(b) The information listed below in (i) through (iii) on the proposed Large-scale
Purchase:(i)

The specific purpose, measures and contents of the proposed Large-scale
Purchase11;(ii)

Whether or not any communication has been made with a third party
regarding the proposed Large-scale Purchase and, if so, an outline of thespecific contents of the communication and the identity of such third party;
and

(iii)

The bases for calculation of the value of consideration for the proposed
Large-scale Purchase 12 and proof of funds for the proposed Large-scale
Purchase13.

(c) The information listed below in (i) through (vii) on the policies, plans and measures
to be taken following completion of the proposed Large-scale Purchase:(i)

The Group's proposed management policies, management and business plans,
financial, capital and dividend policies, numerical goals for operation andfinancial statements for the first three years and the bases for calculation of suchgoals, and the names and brief personal histories of the proposed officers14;

10"Investments" include all investments in businesses of the same type as, or a similar type to, the Company's Core
Business.

11"Contents of the proposed Large-scale Purchase" include, among others: the nature and value of consideration forthe proposed Large-scale Purchase; the scheduled timing of commencement and completion of and payment forthe proposed Large-scale Purchase; a summary of related transactions; legitimacy of the proposed Large-scale
Purchase and a legal opinion thereon; and the feasibility of the proposed Large-scale Purchase and relatedtransactions.

12"The bases for calculation of the value of consideration for the proposed Large-scale Purchase" include, among
others: the facts or assumptions on which the calculation is based; the calculation method; the agent which did
the calculation; numerical data used in the calculation; and the amount of synergy effect expected from the
proposed Large-scale Purchase and other related transactions and the bases for the calculation thereof.

13"Proof of funds for the proposed Large-scale Purchase" includes: a summary of the direct and indirect financiers(including their names, addresses and capital structures); the terms and conditions and the mechanisms of theseries of transactions for fundraising; security interest, if any, created over Shares, Etc. of the Company alreadyheld by the Large-scale Purchaser; and whether or not and, if so, when, the Large-scale Purchaser plans to createa security interest over the Company's assets and/or Shares, Etc.

14This information item includes: the proposed plans for sale, provision as security and other disposition of theCompany's assets following completion of the proposed Large-scale Purchase; and the proposed policy on thelisting of Shares, Etc. of the Company.

21

(ii) The basic policies and specific contents of safety measures, rail route
maintenance, facilities expansion and other business deployments of the Core
Business, and other specific measures to improve the corporate value of theGroup in a stable, continuous manner, and the justification for these businessdeployments and measures as a means to improve the corporate value of theGroup;(iii) The expected functions and position of the Group in the Large-scale Purchaser'sgroup;(iv) The proposed policies on, and any changes to be made, and the details of suchchanges (if any), with respect to relationships between the Group and its officers,
employees, major clients, customers (including users of railways, etc.), local
communities concerned, and other stakeholders of the Group;(v) The purpose, specific contents, terms and conditions and timing of the important
proposal, etc.15, if any, which the Large-scale Purchaser intends to make, or is
likely to make after the completion of the proposed Large-scale Purchase;(vi) The policies on the holding and trading of the Shares, Etc. of the Company, therecovery of investments made, and the exercise of the voting rights associatedwith the Shares, Etc. of the Company; and(vii) Specific measures to prevent conflicts of interest with other shareholders of theCompany.
(d) A covenant that all information provided by the Large-scale Purchaser to theCompany (which is referred to as "Large-scale Purchaser Derived Information" in the
Policy) is true and accurate in all material respects and does not include any
misleading statements or omissions of a material fact.
If the Large-scale Purchaser Derived Information is considered by the Board of Directors
to be insufficient as Large-scale Purchase Information, the Board of Directors may request
the Large-scale Purchaser to provide additional information within a reasonable period
designated by the Board of Directors. As the specific contents of Large-scale Purchase
Information inevitably vary depending on the attributes of the Large-scale Purchaser, thesubstance of the Large-scale Purchase and other relevant factors, additional informationthat may be requested from the Large-scale Purchaser may include information other thanthat listed in (i) through (iv) above. However, the Large-scale Purchaser Derived
Information should be limited to the extent necessary and sufficient for shareholders tomake their decisions on, and for the Board of Directors to conduct appropriate examination
and assessment as to, whether or not to accept the Large-scale Purchase.
If the Large-scale Purchaser Derived Information is considered by the Board of Directors
to be sufficient as Large-scale Purchase Information, the Company will notify theLarge-scale Purchaser, and will also disclose in accordance with the applicable laws andregulations and the rules of the financial instruments exchange, that it has completed theprovision of Large-scale Purchase Information. However, if any change occurs in the
Large-scale Purchaser Derived Information after the notification to the Large-scale
Purchaser of completion of the provision of Large-scale Purchase Information, theLarge-scale Purchaser must promptly provide the changed information.

15"Important proposal, etc." means "important proposal, etc." as defined in Article 27-26, Paragraph 1 of the
Financial Instruments and Exchange Act; the same applies hereinafter.

22

In making its decision on whether or not the Large-scale Purchaser Derived Information is
sufficient as Large-scale Purchase Information, the Board of Directors may seek advice
from the Independent Committee. Any advice provided by the Independent Committee
must be respected to the maximum extent possible.
The Large-scale Purchaser Derived Information will be disclosed to shareholders to theextent deemed by the Board of Directors to be necessary and appropriate for shareholders
to make decisions, whenever deemed appropriate by the Board of Directors.
(4) Establishment of Board's Assessment Period
Next, the Large-scale Purchaser will be requested to refrain from commencing or
conducting the proposed Large-scale Purchase during the period necessary for the Boardof Directors and the Independent Committee to examine and assess the proposed
Large-scale Purchase and to form their view as to whether or not to accept the proposed
Large-scale Purchase, and for the Board of Directors to formulate an alternative proposal
to be offered to shareholders (which is referred to as the "Board's Assessment Period" inthe Policy).
The Board's Assessment Period will commence on the date of notice by the Company to
the Large-scale Purchaser of completion of the provision of Large-scale Purchase
Information and will, in principle, continue for a period of 60 days in the case of thepurchase of all Company shares by a takeover bid with cash (yen)-only consideration or 90
days in the case of any other Large-scale Purchase (excluding the first day in both cases).
However, if reasonably necessary for the Independent Committee to form its view on any
matter relating to whether or not it is appropriate to take any Countermeasures against a
Large-scale Purchase or any other matter for which advice has been sought by the Board of
Director, the Independent Committee may recommend the Board of Directors to extend theBoard's Assessment Period, in which case the Board of Directors may extend the Board's
Assessment Period for up to a period of 30 days (excluding the first day). If the Board of
Directors passes a resolution to extend the Board's Assessment Period, the Company will
notify the Large-scale Purchaser of, and will also disclose in accordance with theapplicable laws and regulations and the rules of the financial instruments exchange, theperiod of and reason for such extension.
During the Board's Assessment Period, the Board of Directors will examine and assess the
proposed Large-scale Purchase based on the Large-scale Purchaser Derived Information
and will carefully form the Board's opinion on the proposed Large-scale Purchase. If
necessary, the Board of Directors will offer to shareholders an alternative proposal, or will
negotiate and discuss with the Large-scale Purchaser in order to improve the terms of the
proposed Large-scale Purchase or for other purposes.
2.

Independent Committee(1) Establishment and composition of the Independent Committee
In association with the adoption of the Policy, the Company will establish an Independent
Committee consisting of persons who are independent of the management operating theCompany's business, in order to ensure objective and reasonable judgments of the Board of
Directors on Countermeasures against a Large-scale Purchase that may be taken by theCompany or on other matters.
The Independent Committee will have no less than three members. In order to ensure
independence from the management operating the Company's business, all members of the
Independent Committee will be appointed from the Company's external Directors, the23Company's external Audit & Supervisory Board Members or outside experts. Brief
personal histories of the members of the Independent Committee are shown in Appendix 1.
Details of the Independent Committee will be determined by the Board of Directors, inaddition to those described in the Policy.
(2) Recommendation on whether or not it is appropriate to take countermeasures
In response to inquiries by the Board of Directors, the Independent Committee will
examine whether or not the conditions for taking Countermeasures against a Large-scale
Purchase have been met and will, before expiration of the Board's Assessment Period,
make recommendations to the Board as to whether or not it is appropriate to take
Countermeasures against a Large-scale Purchase. The Board of Directors must respect
the recommendations of the Independent Committee to the maximum extent possible.
At any time after the Independent Committee has made recommendations as to whether or
not it is appropriate to take Countermeasures against a Large-scale Purchase and the Boardof Directors has passed a resolution to take countermeasures or has decided not to take any
countermeasures, the Independent Committee may withdraw any recommendations thathave already been made or may make additional recommendations that are different fromthose that have already been made, if the substance of the recommendations that havealready been made are no longer reasonable due to any change in the facts on which such
recommendations were based or for any other reason.
(3) Authority of the Independent Committee
In addition to making recommendations as described in paragraph (2) above, theIndependent Committee will make recommendations or provide advice to the Board of
Directors in response to inquiries made by the Board on a voluntary basis, on such matters
as: whether or not the Large-scale Purchase Rules should apply to a certain situation;
whether or not the Large-scale Purchaser Derived Information is sufficient as Large-scale
Purchase Information; whether or not an alternative proposal formulated by the Board isreasonable; and whether or not certain Countermeasures against a Large-scale Purchasecontemplated by the Board are reasonable. The Board of Directors must also respect thisadvice of the Independent Committee to the maximum extent possible.
In the process of formation of recommendations or opinions on inquiries made by the
Board of Directors, the Independent Committee will refer to the Large-scale Purchaser
Derived Information and information, materials, analyses, opinions, proposals, etc.
provided by the Board, and may obtain for itself from the Large-scale Purchaser, the Boardof Directors or outside third parties, information, etc. necessary to make its judgment.
If necessary, the Independent Committee will also seek advice from outside independent
third parties (including financial advisors, consultants, lawyers, certified public
accountants, licensed tax accountants and other professionals) at the Company's expense.
(4) Resolutions by the Independent Committee
In principle, a resolution by the Independent Committee shall be passed at a meeting
attended by all members when it is voted for by a majority of the members in attendance;
provided, however, that if any of the members is unavailable for any unexpected reason orunder other unavoidable circumstances, a resolution may be passed at a meeting attended
by a majority of all members when it is voted for by a majority of the members inattendance.

24

(5) Disclosure of recommendations and advice
If the Independent Committee provides the Board of Directors with recommendations oradvice with respect to inquiries made by the Board, the Company will, in accordance withthe applicable laws and regulations and the rules of the financial instruments exchange,
promptly disclose a summary of such recommendations or advice of the Independent
Committee as well as other information deemed by the Board of Directors to beappropriate for disclosure.
3.

Countermeasures against a Large-scale Purchase(1) Contents of Countermeasures against a Large-scale PurchaseIn principle, if the Company chooses to take a specific Countermeasure against a
Large-scale Purchase pursuant to the Policy, such countermeasure shall be to issue shareoptions by means of allotment to existing shareholders of the Company without
contributions. However, the Board of Directors may pass a resolution to take any otherCountermeasure against a Large-scale Purchase which is allowed under the Companies Act
or any other law or regulation and the Articles of Incorporation of the Company, if suchcountermeasure is deemed by the Board to be reasonable as a Countermeasure against a
Large-scale Purchase.
Appendix 2 outlines the matters concerning the allotment of share options to existing
shareholders without contributions, if the Company chooses to make such allotment as a
specific Countermeasure against a Large-scale Purchase. These share options may besubject to the discriminatory conditions listed below:(a) the condition for exercise which prohibits certain ineligible persons (as defined inAppendix 2) from exercising their share options; and/or(b) the condition for the acquisition of share options which allows the Company toacquire share options held by persons other than ineligible persons in exchange forcommon shares of the Company.
In order to ensure the expeditious issuance of share options, the Company plans to file anadditional registration of issuance of share options, after the Policy comes into effect.
(2) Conditions for taking Countermeasures against a Large-scale Purchase
The Board of Directors may pass a resolution to take specific Countermeasures against a
Large-scale Purchase if and only if: (a) it is necessary to take such Countermeasuresagainst a Large-scale Purchase against the relevant proposed Large-scale Purchase; and (b)the specific Countermeasures against a Large-scale Purchase are reasonable ascountermeasures against the proposed Large-scale Purchase.
(a) Necessity for taking Countermeasures against a Large-scale PurchaseTaking Countermeasures against a Large-scale Purchase shall be deemed necessary
only in either of the following events:
A.

In the event that the Large-scale Purchaser fails to comply with the Large-scale
Purchase Rules
If the Large-scale Purchaser conducts the Large-scale Purchase without
submitting a Letter of Intention or without providing information sufficient as
Large-scale Purchase Information, or if the Large-scale Purchaser conducts the25Large-scale Purchase before the elapse of the Board's Assessment Period, orotherwise if the Large-scale Purchaser fails to comply with the Large-scale
Purchase Rules, the Board of Directors may pass a resolution to take
Countermeasures against the Large-scale Purchase.
B.

In the event that the Large-scale Purchase is likely to cause significant damage to
the Group's corporate value or the common interests of its shareholders
If the Large-scale Purchaser complies with the Large-scale Purchase Rules, theBoard of Directors will not, in principle, pass a resolution to take
Countermeasures against the Large-scale Purchase, even if the Board of
Directors has formed a view against the Large-scale Purchase, although theBoard of Directors may express itself against the Large-scale Purchase, or offer
an alternative proposal to shareholders, or attempt to persuade shareholders toaccept such proposal.
However, even if the Large-scale Purchaser complies with the Large-scale
Purchase Rules, the Board of Directors may pass a resolution to take
Countermeasures against the Large-scale Purchase if the Large-scale Purchase isconsidered to cause significant damage to the Group's corporate value or thecommon interests of its shareholders. Specifically, we believe that if aLarge-scale Purchase falls under any of the following items (i) through (x), it
will cause significant damage to the Group's corporate value or the common
interests of its shareholders:(i)

If the purpose of the Large-scale Purchase or the acquisition of control of
the Group is not to truly participate in the management of the Company but
to inflate the price of shares, etc. of the Company and force persons
involved in the Company to purchase them at a high price (so-calledgreenmail tactics);(ii) If the main purpose of the Large-scale Purchase or the acquisition of controlof the Group is to transfer real property, movable property, intellectual
property rights, know-how, trade secret information, major clients,
customers and/or other assets of the Group to the Large-scale PurchaserGroup (so-called scorched-earth tactics);(iii) If the main purpose of the Large-scale Purchase or the acquisition of controlof the Group is to appropriate all or a substantial part of the Group's assets
as security for obligations or funds for debt payment of the Large-scale
Purchaser Group;(iv) If the main purpose of the Large-scale Purchase or the acquisition of controlof the Group is to transfer, lease, provide as security or otherwise dispose of
all or a substantial part of the business facilities owned by the Group;(v) If the main purpose of the Large-scale Purchase or the acquisition of controlof the Group is to dispose of real property, securities and other expensive
assets owned by the Group by temporarily controlling operations and to use
proceeds from such disposal to cause the Company to pay high dividends
temporarily or to sell the Shares, Etc. of the Company at high prices bytaking advantage of surging share prices due to temporary high dividends;(vi) If the Large scale Purchase or the method of transaction associatedtherewith is deemed likely to restrict the Company's shareholders'
opportunities and freedom of decision and practically force the Company's

26

shareholders to sell the Company's shares, by such means as failing to makea tender offer for all shares in the initial buying but setting disadvantageousor unclear conditions for buying in a second tender offer (a so-called
coercive two-tier tender offer);(vii) If the terms of acquisition of the Company's Shares, Etc. in the proposed
Large-scale Purchase (including, but not limited to, the nature and value ofconsideration and the bases for calculation of such value, and other details,
timing and method of acquisition) are considerably inadequate or improperin light of the corporate value of the Group;(viii)If the proposed Large-scale Purchase is likely to result in irreparable
destruction or loss of the Company's relationships not only with its
shareholders but also with the Group's employees, clients including
customers (including users of railways, etc.), local communities concernedand other stakeholders of the Group(ix) If the Large-scale Purchase is likely to significantly undermine the safety or
public nature of the railway operations or the maintenance of users' interests
because of the Large-scale Purchaser's inadequate or inappropriate
management policies, business plans or other plans to be used following the
proposed Large-scale Purchase; or(x) If the Large-scale Purchaser would be inappropriate as the controllingshareholder of the Company from the viewpoint of public order and morals.
(b) Reasonableness of Countermeasures against a Large-scale PurchaseSpecific Countermeasures against a Large-scale Purchase must be ones that areconsidered reasonable as countermeasures against the relevant Large-scale Purchase,when the following factors are comprehensively taken into account from theviewpoint of the necessity for taking the Countermeasures against a Large-scale
Purchase as described in (a) above and from the viewpoint of the principle ofshareholder equality or its original spirit, the principle of equity: the circumstancesleading to the adoption of the Countermeasures against a Large-scale Purchase;
whether or not and, if so, to what degree, such countermeasures will create adisadvantage for the Company's existing shareholders; the deterrent effect of thecountermeasures on the Large-scale Purchase; and other relevant factors.
(3) Procedures for taking Countermeasures against a Large-scale Purchase
To ensure objective and reasonable judgments of the Board of Directors, the Board mustseek advice from the Independent Committee as to whether or not it is appropriate to takethe specific countermeasures which the Board intends to pass a resolution to take, before
passing a resolution to do so.
If necessary, the Board of Directors will also seek advice from outside independent third
parties (including financial advisors, consultants, lawyers, certified public accountants,
licensed tax accountants and other professionals) at the Company's expense.
The Board of Directors must respect the recommendations or advice of the Independent
Committee to the maximum extent possible, and may, in principle, pass a resolution to take
Countermeasures against a Large-scale Purchase if and only if, the Independent
Committee has recommended the Board to take them or has provided advice supportinguse of the Countermeasures against a Large-scale Purchase. However, if it is objectively
clear that the Large-scale Purchaser has failed to comply with the Large-scale Purchase27

Rules and if waiting for the Independent Committee to make a recommendation before
taking the Countermeasures against a Large-scale Purchase would cause significant
damage to the Group's corporate value or the common interests of its shareholders, thenthe Board of Directors may pass a resolution to take the Countermeasures against a
Large-scale Purchase without the Independent Committee's recommendation or advice.
If the Board of Directors passes a resolution to take or not to take Countermeasures against
a Large-scale Purchase, the Company will, in accordance with the applicable laws andregulations and the rules of the financial instruments exchange, promptly disclose asummary of such resolution or decision as well as other information deemed by the Boardof Directors to be appropriate for disclosure.
(4) Withdrawal of Countermeasures against a Large-scale Purchase
At any time after the Board of Directors has passed a resolution to take Countermeasuresagainst a Large-scale Purchase, the Board may pass a resolution to withdraw theCountermeasures against a Large-scale Purchase or may, by taking the Independent
Committee's recommendations or advice into consideration to the maximum extent
possible, modify the contents of the Countermeasures against a Large-scale Purchase, if
and only if: (i) taking the Countermeasures against a Large-scale Purchase is no longer
appropriate due to such reasons as a change in the facts on which the resolution was based(e.g., the Large-scale Purchaser’s discontinuation or withdrawal of its proposed
Large-scale Purchase) or the Independent Committee's withdrawal of its recommendation
to take the countermeasures; (ii) the rights of the shareholders which would accrue as aresult of the Countermeasures against a Large-scale Purchase have not been established;and (iii) such withdrawal of the countermeasures will not result in damage to the interestsof the shareholders.
If the Board of Directors passes a resolution to withdraw or modify Countermeasuresagainst a Large-scale Purchase, the Company will, in accordance with the applicable laws
and regulations and the rules of the financial instruments exchange, promptly disclose asummary of such resolution as well as other information deemed by the Board of Directors
to be appropriate for disclosure.
4.

Effective term and discontinuation and modification of the Policy(1) Effective term of the Policy
The Policy will come into force subject to and upon the approval of the Policy by aresolution passed at the aforementioned ordinary general meeting of shareholders.
Considering that the E3 Plan, which is the Company's current medium-range management
plan, covers up to fiscal year 2018 (the business year ending on March 31, 2019), thePolicy shall remain effective until the conclusion of the ordinary general meeting ofshareholders (scheduled for June 2019) for the last business year ending within three years
following the conclusion of the ordinary general meeting of shareholders at which the
Policy was approved and passed.
(2) Discontinuation of the Policy
At any time before the expiration of its effective term, the Policy may be discontinued by aresolution passed at a general meeting of shareholders or the Board of Directors of theCompany.

28

(3) Modification of the Policy
If necessary, the Board of Directors will revise the Policy or take other appropriate
measures in a timely manner from the viewpoint of the maintenance and improvement of
the Company's corporate value and the common interests of its shareholders, by taking into
consideration future amendments of applicable laws or regulations, the trends of judicial
rulings, measures taken by the financial exchange on which the Company is listed andother relevant public authorities, and other circumstances.
In principle, any modification of the Policy will become effective upon approval by aresolution passed at a general meeting of shareholders of the Company. However, thePolicy may be modified by a resolution of the Board of Directors, to the extent that it will
not result in any disadvantage to the existing holders or prospective purchasers of theCompany's Shares, Etc. If the enactment of any new law or regulation, or any
amendment or abolition of any existing law or regulation, results in any change in theprovisions or wording of any of the laws or regulations referred to in the Policy, suchprovisions or wording referred to in the Policy shall be, as appropriate, read as they havebeen so amended to the extent that such restatement is not contrary to the intention of thereference to such provisions or wording in the Policy, without a resolution of the general
meeting of shareholders or the Board of Directors of the Company.
5.

Effects of the Policy on shareholders and investors(1) Effects of the Large-scale Purchase Rules on shareholders and investors
The Large-scale Purchase Rules are simply rules to be complied with by any Large-scale
Purchaser in conducting its Large-scale Purchase and do not provide for the issuance ofany share options or other shares, etc. Therefore, the Large-scale Purchase Rules do nothave any immediate, specific effects on the rights or interests of shareholders or investors.
Shareholders and investors are reminded to keep an eye on each Large-scale Purchaser’s
behavior, since the Company may react differently to different proposed Large-scale
Purchases depending on whether or not each Large-scale Purchaser complies with theLarge-scale Purchase Rules.
(2) Effects of initiation of Countermeasures against a Large-scale Purchase on shareholders
and investors
The initiation of a Countermeasure against a Large-scale Purchase may result in a loss of
the legal rights or economic interests of ineligible persons, but is unlikely to result in any
specific loss of the legal rights or economic interests of other shareholders. Whenever the
Board of Directors passes a resolution to take any Countermeasures against a Large-scale
Purchase, appropriate disclosure will be made in a timely manner in accordance with theapplicable laws and regulations and the rules of the financial instruments exchange.
If, as a Countermeasure against a Large-scale Purchase, any share options are to be issued
to the Company’s shareholders by means of allotment without contributions, such shareoptions will be allotted to each shareholder whose name is recorded in the register ofshareholders as of the record date to be specified and publicly notified by the Board of
Directors, according to the number of shares held by such shareholder. In order toexercise such share options, each shareholder will be required to pay, within the designatedperiod, a certain amount of funds for the corresponding new shares to be acquired, failureof which will result in a reduction of the proportion of voting rights held by theshareholder. However, if an acquisition clause has been provided under which theCompany may acquire such share options in exchange for delivery of the Company’s
shares and if the Company completes the procedures for such acquisition, then all29

shareholders who hold any share options subject to such acquisition will receive theCompany’s shares without having to pay any funds (please note that, in such case, suchshareholders may be requested to separately provide a written undertaking, in the form
prescribed by the Company, certifying that they are not disqualified).
If the Board of Directors passes a resolution to allot share options without contributions asa Countermeasure against a Large-scale Purchase and subsequently intends to withdraw
the countermeasure in accordance with section 3(4) above, the Company may: (i) cancel
the proposed allotment of share options without contributions at any time during the period
from the determination of the shareholders entitled to the allotment of share options to theactual allotment of the same; and (ii) acquire such share options without compensation at
any time during the period from the actual allotment of such share options to the day
immediately preceding the first day of the exercise period. Since no dilution of the value
per share will occur in these cases, if any investor sells their shares after the determinationof the shareholders entitled to the allotment of share options, expecting that the value pershare will be diluted, then such investor may suffer a proportionate loss due to share pricefluctuations.
V.

Justifications for the Policy
1.

Special approaches to help realize the basic policy (described in part III above)
The approaches to improve the Group's corporate value as described in part III above have beendeveloped as specific measures to continuously maintain and improve the Group's corporate
value and the common interests of its shareholders. As such, these approaches are inaccordance with the basic policy and will not damage the common interests of the Company's
shareholders, nor are they intended to help the Company's corporate officers maintain theirpositions.

2.

The Policy (described in part IV above)
As described below, the Policy described in part IV above conforms to the three basic principles
established by the "Policy Concerning Anti-takeover Defenses for Maintaining and Improving
Corporate Value and Shareholders' Common Interests", which was issued by the Ministry of
Economy, Trade and Industry and the Ministry of Justice on May 27, 2005. The three basic
principles are: (i) the principle of maintenance and improvement of corporate value andshareholders' common interests; (ii) the principle of prior disclosure and intention ofshareholders; and (iii) the principle of necessity and reasonableness. The Policy is also in linewith the report entitled "Takeover Defense Measures in Light of Recent Environmental
Changes" published on June 30, 2008, by the Corporate Value Study Group. Therefore, thePolicy is in accordance with the basic policy and will not damage the common interests of theCompany's shareholders, nor is it intended to help the Company's corporate officers maintaintheir positions.
(1) Maintenance and improvement of corporate value and the common interests ofshareholders
As described in part IV above, the Policy intends to maintain and improve the Group's
corporate value and the common interests of its shareholders by establishing in advancethe Large-scale Purchase Rules to be complied with by any Large-scale Purchaser andproviding the conditions for and contents of Countermeasures against a Large-scale
Purchase which may be taken by the Company, with the view to allow shareholders tomake appropriate decisions as to whether or not to accept a Large-scale Purchase andpreventing obvious damage to the Group's corporate value and the common interests of its
shareholders.

30

The Company believes that the contents of the Large-scale Purchase Rules and thecontents of and the conditions for taking Countermeasures against a Large-scale Purchasedescribed in part IV above are reasonable in light of the purpose of maintaining andimproving the Group's corporate value and the common interests of its shareholders, anddo not constitute undue restrictions on Large-scale Purchases which may contribute to themaintenance and improvement of the Group's corporate value and the common interests of
its shareholders.
(2) Prior disclosure
The Company believes that the Policy is sufficiently predictable to shareholders, investors
and potential Large-scale Purchasers, since the contents of the Large-scale Purchase Rules
and the contents of and the conditions for taking Countermeasures against a Large-scale
Purchase under the Policy are specifically and clearly described in part IV above.
(3) Reflection of shareholders' intentions
As described in section 4 of part IV above, the Policy will come into force subject to theapproval of the Policy by a resolution of the general meeting of shareholders. In addition,
the Policy may be discontinued by a resolution of the general meeting of shareholders at
any time during its effective term. Further, in principle, any modification of the Policy
becomes effective upon approval by a resolution of the general meeting of shareholders.
Therefore, the Company believes that its shareholders' intentions will be reflected indecisions as to whether or not to adopt, maintain, discontinue or modify the Policy.
The term of office of each Director expires on the date of conclusion of the ordinary
general meeting of shareholders for the last business year ending within one year after theappointment of the Director. Therefore, the Company believes that its shareholders'intentions will be reflected appropriately as to whether or not to take Countermeasuresagainst a Large-scale Purchase and other matters, through the appointment of the
Directors.
(4) Ensuring objective and reasonable judgments of the Board of Directors
As described in section 2 of part IV above, the Policy provides for the establishment of an
Independent Committee consisting of persons who are independent of the management
operating the Company's business. Under the Policy, this Independent Committee will
provide the Board of Directors with advice as to whether or not it is appropriate to take
Countermeasures against a Large-scale Purchase and will also provide the Board withrecommendations or advice in response to inquiries made by the Board. The Board must
respect the recommendations of the Independent Committee to the maximum extent
possible.
In addition, as described in section 3 (2) of part IV above, the Policy establishes theobjective and clear conditions for taking Countermeasures against a Large-scale Purchase,and thereby eliminates, as much as possible, the possibility of arbitrary decisions being
made by the Board of Directors as to whether or not the conditions for taking thesecountermeasures are fulfilled.
Therefore, the Company believes that the Policy is equipped with sufficient systems toensure objective and reasonable judgments of the Board of Directors in passing resolutions
to take Countermeasures against a Large-scale Purchase.

31

(5) The Policy is not a dead hand or slow hand poison pill
As described in section 4 of part IV above, the Policy may be discontinued by a resolutionof the general meeting of shareholders or by a resolution of the Board of Directors
consisting of Directors appointed at a general meeting of shareholders. It is thus possible
for a Large-scale Purchaser to discontinue the Policy by appointing Directors at a general
meeting of shareholders and then causing these Directors to pass a resolution to
discontinue the Policy at the Board of Directors' meeting. For this reason, the Policy is
not a so-called dead hand poison pill, whose initiation cannot be avoided by replacing amajority of the directors constituting the board of directors.
In addition, the term of office of all Directors expires on the date of conclusion of theordinary general meeting of shareholders for the last business year ending within one year
after the appointment of the Director. Therefore, the Policy does not constitute a
so-called slow hand poison pill, whose initiation cannot be avoided for a considerable time
because of the inability to replace all directors at the same time.

End

32

Appendix 1
Brief Personal Histories of Independent Committee Members
Yasunobu Furukawa[Brief personal history]
Born October 1953
September 1980
Registered as Public Accountant
August 2010
Managing Director of Ernst & Young Shin Nihon LLC
August 2012
Senior Advisor of Ernst & Young Shin Nihon LLC
June 2014-present
External Director of the Company
June 2015-present
External Director of NSK Ltd.
Note:
Mr. Yasunobu Furukawa is the Company’s external Director as defined in Article 2, Item
15 of the Companies Act.
Note:
Mr. Furukawa has no specific interest in the Company.

Hiroyuki Hoshi[Brief personal history]
Born June 1951
June 2006
Director of Development Bank of Japan Inc.
June 2008
Auditor of AIRPORT FACILITIES CO., LTD.
June 2011-present
Executive director of AIRPORT FACILITIES CO., LTD.
June 2015-present
External Audit & Supervisory Board Member of the Company
Note:
Mr. Hiroyuki Hoshi is the Company’s external Audit & Supervisory Board Member as
defined in Article 2, Item 16 of the Companies Act.
Note:
Mr. Hoshi has no specific interest in the Company.

Kenzo Takeuchi[Brief personal history]
Born December 1958
April 1993

Appointed assistant professor of Faculty of Engineering, Nagaoka
University of Technology
April 1994
Appointed assistant professor of Department of Sociology andEconomics, Arts and Sciences, Tokyo Woman's Christian University
February 2002
Visiting researcher at Institute for Transport Policy Studies,
Institution for Transport Policy Studies
April 2002
Professor of Department of Sociology and Economics, Arts andSciences, Tokyo Woman's Christian University
April 2009-present
Professor of Department of Economics, Division of Global Social
Sciences, School of Arts and Sciences, Tokyo Woman’s Christian
University
Note:
Mr. Kenzo Takeuchi has no specific interest in the Company.
End33

Appendix 2
Outline of Allotment of Share Options without Contributions
I.

Terms and Conditions of Allotment of Share Options without Contributions

1.

Shareholders who are entitled to receive share options and the conditions of allotment thereof:
One share option shall be granted to each shareholder whose name is recorded in the register ofshareholders as of the record date to be specified by the Board of Directors and publicly
notified per one share held by such shareholder (excluding shares held by the Company astreasury stock) without any contribution by such shareholder.

2.

Effective date of allotment of share options without contribution:
The date on which the allotment of share options without contribution takes effect (which isreferred to as the "Effective Date" in the Policy) shall be separately designated by the Board of
Directors.

3.

Total number of issuing share options
The total number of share options allotted is up to the number obtained by subtracting the latest
total number of issued shares (excluding common shares in the Company owned by theCompany itself) from the total number of shares authorized to be issued as of the effective date,
and to be decided at a meeting of the board of directors of the Company. In addition, the boardof directors of the Company may allot share options several times without contribution,
provided that the number of allotting share options does not exceed this limitation.

II.

Terms and conditions of Share Options
1.

Type and number of shares to be acquired upon exercise of share options:
The type of shares to be acquired upon the exercise of share options shall be common stock,and the number of shares to be acquired upon the exercise of one share option shall be one
share; provided, however, that the necessary adjustments shall be made if the Company
conducts a share split, share consolidation, etc.

2.

Amount of property to be contributed upon exercise of a share option:
The property to be contributed upon the exercise of share options shall be cash. The amountof such contribution shall be determined by the Board of Directors. The amount shall be noless than one yen and may be up to one half of the market price of the Company's stock.

3.

Term of exercise of share options:
The period during which share options may be exercised shall commence on the Effective Datefor the allotment of share options or a day separately designated by the Board of Directors andshall continue for a period separately determined by the Board of Directors, which shall be up
to three months. However, if the share options are acquired by the Company, such period shallcontinue up to the business day immediately preceding the date of such acquisition.

34

4.

Increase of capital and capital reserve due to issuance of shares as a result of exercise of shareoptions:
The amount by which capital and capital reserve is increased due to the issuance of theCompany's shares as a result of the exercise of share options shall be separately determined by
the Board of Directors.

5.

Restriction on transfer of share options:Share options may only be transferred with the approval of the Board of Directors.

6.

Terms of exercise of share options:
The persons listed below (which is collectively referred to as the "Ineligible Persons" in the
Policy) might be prohibited from exercising their share options. Details of such prohibition
shall be separately determined by the Board of Directors.
(1) Any person recognized by the Board of Directors as a member of the Large-scale
Purchaser Group;(2) Any Joint-Holder or Special Interested Party of any of the members of the Large-scale
Purchaser Group;(3) Any person to whom share options have been assigned or transferred from any person
falling under item (1) or (2) above without the approval of the Board of Directors; and(4) Any person recognized by the Board of Directors as substantially controlling, or being
controlled by, or being under common control with, or acting jointly or in cooperation with,any person falling under any of items (1) through (3) above.

7.

Acquisition clause of share options:Share options may contain the following acquisition clause, details of which shall be separately
determined by the Board of Directors.
(1) An acquisition clause to the effect that share options held by persons other than theIneligible Persons may be acquired by the Company in exchange for common shares of theCompany.

8.

Share option certificate:
The certificates of share options shall not be issued.
End

35

English Translation of Financial Statements Originally Issued in the Japanese Language
CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2016
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

31,665
17,345
4,004
2,206
946
2,205
1,940
38,574(49)
98,839Fixed 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:

270,108
17,847
144,162
30,734
23,621
1,857
488,332
1,643
8,383
10,027167,156
942
11,847
4,923(906)
183,962
682,322
117

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

36

781,280

English Translation of Financial Statements Originally Issued in the Japanese Language
CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2016
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

18,04284,35810,0003,817
5,265
44,5652,788
46
31,717200,601

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.

37

40,000121,589
58,14019,547
1,862
406
31,638
11,119284,303
484,905

284,168
36,80328,527
220,860(2,023)
3,674
3,600
(128)
201
8,531
296,374
781,280

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, 2016
Million yen
Operating revenues
Operating costs and expenses:
Transport operating expenses and cost of sales
Selling, general and administrative expenses
Operating income

251,204
187,645
35,324Non-operating revenues:
Interests and dividend income
Investment income of affiliates
Other non-operating revenues
Non-operating expenses:
Interests expenses
Other non-operating expenses

222,970
28,234416
17,197
1,501

19,115

4,013
763

4,777

Recurring income

42,572

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 asset impairment
Loss on disposal of fixed assets
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.

38

23,186451
23,092761
498
523,63824,35741,853

8,836
96
8,932
32,9201,923
30,997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, 2016
(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
Purchase of treasury stock
Net changes of items other thanowners’ equity
Total changes of items during the period
Balance at the end of the current period

Capitalsurplus36,80328,527

Owners’ equity
Retainedearnings
191,924

Treasurystock(2,020)255,234(2)(2,060)30,997(2)(2)(2,023)28,933
284,168(2,060)30,99736,80328,52728,936
220,860

Accumulated other comprehensive income
Total
Valuation
Non-controlling
difference on Deferred gains Remeasurements accumulated
or losses onof defined benefit
otherinterests
available-forhedges
planscomprehensive
sale securities
incomeBalance at the beginning of
the current period
5,113
0
568
Changes of items during
the period
Dividends from surplus
Profit attributable toowners of parent
Purchase of treasury stock
Net changes of items
other than owners’ equity(1,512)(128)(367)
Total changes of items
during the period(1,512)(128)(367)
Balance at the end of thecurrent period
3,600
(128)
201
Note: The figures presented are rounded down to the nearest million yen.

39

5,683

Total owners’
equity6,704

Total net
assets267,622(2,060)30,997(2)(2,008)

1,827

(181)

(2,008)1,827

28,752

3,674

8,531

296,374

English Translation of Financial Statements Originally Issued in the Japanese Language
NON-CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2016
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

12,959
4,206
1,002
2,084
1,586
3,966
1,669
1,026
645
31,105(0)60,251

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

233,839
101,510
4,516
23,274
95,602
63,4789,377
20,007
1,374
1,366
(2)
458,744
117
117

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

40

519,113

English Translation of Financial Statements Originally Issued in the Japanese Language
NON-CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2016
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

71,043
10,0002,524
18,895
1,229
58
2,252
742
35,392
2,276
43,584
1,004
171
189,177

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

40,000110,727
15,607
19,5901,106
5,229
192,260
381,438

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.

41

136,252
36,80327,904
27,84558
72,246
3,038
69,208
8,095
61,112
(701)
1,421
1,421
137,674
519,113

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, 2016
Million yen
Railway:
Operating revenues
Operating expenses
Operating income
Real Estate Development and Others:
Operating revenues
Operating expenses
Operating income

62,24454,6707,574
17,374
10,9006,473

Operating income from all operations

14,047

Non-operating revenues:
Interests and dividend income
Other revenues
Non-operating expenses:
Interests expenses
Other expenses

4,283
1,055

5,339

3,101
602

3,704

Recurring income

15,683

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 asset impairment
Loss on disposal of fixed assets
Profit before income taxes
Income taxes:
Current
Deferred
Corporate and other taxes
ProfitNote: The figures presented are rounded down to the nearest million yen.

42

22,24079
22,196483
278

22,32022,95915,044

4,200
110
4,311
10,732

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, 2016
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’Legalretainedretained stock
Generalequityreserve
reserve earnings earnings
at theend ofthe term

3,038

8,095

52,441

63,575(698) 127,584(2,061)
10,732(2,061)
10,732(2,061)
10,732

-

-

-

-

-

-

8,671

8,671

36,803

27,84558

27,904

3,038

8,095

61,112

72,246

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

Total net
assetsBalance at the beginningof the current period
1,952
1,952
129,536
Changes of items during
the period
Dividends from surplus(2,061)
Profit10,732
Purchase of treasury
stock
(2)
Net changes of items
other than owners’
equity
(530)
(530)
(530)
Total changes of items
during the period
(530)
(530)
8,138
Balance at the end of thecurrent period
1,421
1,421
137,674
Note: The figures presented are rounded down to the nearest million yen.

43

(2)

(2)

(2)

8,668

(701) 136,252