Securities Code: 9009

Keisei Electric Railway Co., Ltd.
June 6, 2012
NOTICE OF THE 169th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholder:
You are cordially invited to attend the 169th Ordinary General Meeting of Shareholders of Keisei Electric
Railway Co., Ltd. (the “Company”), which will be held on Thursday, June 28, 2012, at 10:00 a.m. in theRose Room on the sixth floor of KEISEI HOTEL MIRAMARE, 15-1 Honchiba-cho, Chuo-ku, Chiba-city,
Chiba. The agenda is as shown below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing. Please
review the attached Reference Materials for General Meeting of Shareholders, then indicate “for” or“against” for each agenda item listed on the enclosed Voting Rights Exercise Form, and post it back to the
Head Office of the Company. To be valid, your proxy must be received by 6:00 p.m. on the day before themeeting (June 27, 2012).
Faithfully yours,
Norio Saigusa, President and Representative Director
Keisei Electric Railway Co., Ltd.
1-10-3 Oshiage, Sumida-ku,
Tokyo, JapanMEETING AGENDA
Items to be Reported:
1:

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

The Business Report, Consolidated Financial Statements for the 169th term,
extending from April 1, 2011 to March 31, 2012, the Report of Accounting
Auditors, and the Report of the Board of Auditors concerning the results of theaudit of the Consolidated Financial Statements will be reported at the meeting.
The Non-consolidated Financial Statements for the 169th term, extending from
April 1, 2011 to March 31, 2012, will be reported at the meeting.
Approval of the appropriation of surplus for the 169th term (from April 1, 2011
to March 31, 2012)
Election of fifteen (15) Directors
Election of two (2) Corporate Auditors

1Instructions on the exercise of your voting rights:
1:
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.
2:
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 furnishes such information on:
http://www.keisei.co.jp/*

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

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

2

REFERENCE MATERIALS FOR GENERAL MEETING OF SHAREHOLDERS
Agenda items and reference materials
Item 1: Approval of the appropriation of surplus for the 169th term (from April 1, 2011 to March 31,
2012)
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
2.5 yen per share, with total amount of 858,614,013 yen
As we paid 2.5 yen per share as the interim dividend, the total annual dividend for the term
will be 5 yen per share.
3.
Effective dateJune 29, 20123

Item 2: 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

Name(Date of birth)1

Tsutomu Hanada(Jan. 15, 1944)

2

Norio Saigusa(Feb. 11, 1949)

3

Kentaro Kaneko(Jul. 18, 1948)

4

Kosei Yonekawa(Mar. 30, 1950)

5

Takehiro Mikoda(Jan. 16, 1953)

Career summary(positions and responsibilities in the Company, andsignificant concurrent positions)Apr. 1966 Joined the Company
Jun. 1998 Director
Jun. 2000 Managing Director
Jun. 2002 Senior Managing Director
Jun. 2004 President
Jun. 2011 Chairman of the Board of Directors (to thepresent)
Significant concurrent positions
Director of Shin-Keisei Electric Railway Co., Ltd.
Executive Director of Oriental Land Co., Ltd.
Chairman of Chiba Pref. Economic Council
Apr. 1971 Joined the Company
Jun. 2004 Director
Jun. 2006 Managing Director
Jun. 2008 Senior Managing Director
Jun. 2010 Director and Vice President
Jun. 2011 President (to the present)
Significant concurrent positions
Director of Shin-Keisei Electric Railway Co., Ltd.
Jul. 2003 Vice Commandant of Japan Coast Guard
Jul. 2004 President of Japan Association of Travel
AgentsJun. 2006 Director of the Company
Jun. 2008 Managing Director
Jun. 2011 Senior Managing Director and General
Manager, Railway Headquarters (to thepresent)
Significant concurrent positions
Director and Vice President of Hokuso-Railway Co.,
Ltd. (Note 1)
Apr. 1974 Joined the Company
Jun. 2006 Director
Jun. 2009 Managing Director
Jun. 2011 Senior Managing Director in charge ofgeneral affairs and personnel (to thepresent)
Significant concurrent positions
Director and Vice President of Kanto Railway Co.,
Ltd. (Note 2)
Apr. 2004 Executive Officer and General Manager of
Fukuoka Branch of Mizuho Corporate
Bank, Ltd.
Jun. 2006 Director of the Company
Jun. 2009 Managing Director in charge of internal
audit, management supervision and group
strategy (to the present)
Significant concurrent positions
Corporate Auditor of Shin-Keisei Electric Railway
Co., Ltd.

4

Numbers of shares of
the Company ownedby the candidate

175,000

95,00065,00063,00060,000No. ofcandidate

Name(Date of birth)6

Ken Omuro(Jan. 13, 1949)

7

Hiroyuki Miyata(Oct. 28, 1951)

8

Hiroshi Sakayori(Jan. 13, 1952)

9

Osamu Matsumura(Sep. 25, 1949)

10

Mitsugu Saito(Aug. 12, 1957)

11

Toshiya Kobayashi(Jul. 30, 1959)

12

Kenji Sato
(Jun. 8, 1959)

13

Yukihito Mashimo(Feb. 1, 1962)

14

Eiichiro
Matsukami(Feb. 23, 1962)

Career summary(positions and responsibilities in the Company, andsignificant concurrent positions)Apr. 1971 Joined the Company
Jun. 2006 Director
Jun. 2010 President of Keisei Bus Co., Ltd. (to thepresent)
Jun. 2010 Managing Director in charge ofmanagement supervision of the Company(to the present)
Significant concurrent positions
President of Keisei Bus Co., Ltd.
Chairman of Chiba Pref. Bus Association
Apr. 1974 Joined the Company
Jun. 2006 Director
Jun. 2010 Managing Director in charge of accounting(to the present)
Apr. 1974 Joined the Company
Jun. 2008 Director
Jun. 2011 Managing Director and Deputy General
Manager, Railway Headquarters (to thepresent)
Significant concurrent positions
President of Chiba Newtown Railway Co., Ltd.
Senior Managing Director of Nippori Station
Reorganization Co., Ltd.
Apr. 1972 Joined the Company
Jun. 2006 Director
Jun. 2008 Managing Director
Jun. 2011 President of Keisei Construction, Inc. (tothe present)
Jun. 2011 Director of the Company (to the present)
Significant concurrent positions
President of Keisei Construction, Inc. (Note 3)
Apr. 1982 Joined the Company
Jun. 2010 Director and General Manager, Group
Strategy Dept. (to the present)
Significant concurrent positions
President of Keisei Jidosha Seibi Co., Ltd.
Apr. 1982 Joined the Company
Jun. 2010 Director and General Manager, Real Estate
Development Dept. (to the present)
Apr. 1982 Joined the Company
Jun. 2011 Director and General Manager, Internal
Audit Dept. and Management Supervision
Dept. (to the present)
Apr. 1984 Joined the Company
Jun. 2011 Director and General Manager, Accounting
Dept. (to the present)
Apr. 1984 Joined the Company
Jun. 2011 Director and General Manager, General
Affairs and Personnel Dept. (to the present)
Significant concurrent positions
President of Keisei Harmony Co., Ltd.

5

Numbers of shares of
the Company ownedby the candidate

58,00058,00045,00063,00031,00036,00018,00016,00022,000No. ofcandidate

Name(Date of birth)

15*Kenichiro Hirata(Nov. 7, 1950)

Career summary(positions and responsibilities in the Company, andsignificant concurrent positions)Jul. 2006 Director-General, Railway Bureau, Ministryof Land, Infrastructure, Transport andTourism
Oct. 2007 Director of Development Bank of Japan
Oct. 2008 Managing Executive Officer ofDevelopment Bank of Japan Inc.
Mar. 2012 Resigned Development Bank of Japan Inc.
(to the present)

Numbers of shares of
the Company ownedby the candidate0

Notes:
1. The Company is engaged in transactions of the same business category as Hokuso-Railway Co., Ltd.: generalrailway transport.
2. The Company is engaged in transactions of the same business category as Kanto Railway Co., Ltd.: generalrailway transport and selling/buying and leasing of land and buildings.
3. There are order transactions of construction work between the Company and Keisei Construction, Inc. The
Company is engaged in transactions of the same business category as Keisei Construction, Inc.: selling/buying
and leasing of land and buildings.
4. Persons marked with * are new candidates for directors.

6

Item 3: Election of two (2) Corporate Auditors
The terms of office of Corporate Auditors Hiromu Matsuda and Kiyoshi Ujihara expire at theconclusion of this year’s Ordinary General Meeting of Shareholders. Accordingly, we hereby propose theelection of two (2) corporate auditors.
With the agreement of the Board of Auditors, the following candidates are proposed.
Details of the candidates are as follows:
No. ofcandidate

Name(Date of birth)

1*Itaru Masuda(Feb. 9, 1952)

2*Kenichi
Kobayashi(Jan. 30, 1954)

Career summary(positions in the Company and significant concurrent
positions)Jun. 2010
Deputy President of The Chuo Mitsui Trustand Banking Company, Limited
Apr. 2012 Advisor of Sumitomo Mitsui Trust Bank,
Limited (to the present)
Mar. 2009 Director and Senior Managing Executive
Officer of Nippon Life Insurance Company
Apr. 2011 Director and Executive Vice President of
Nippon Life Insurance Company (to thepresent)
Significant concurrent positions
Director and Executive Vice President of Nippon Life
Insurance Company
Corporate Auditor of Aioi Nissay Dowa InsuranceCo., Ltd.

Numbers of shares of
the Company ownedby the candidate
00Notes:
1. Itaru Masuda and Kenichi Kobayashi are candidates for external corporate auditors.
2. The reason for selecting Itaru Masuda and Kenichi Kobayashi as candidates for external corporate auditors isthat as their career records show, and that we expect that they can provide us with useful advice for the Boardof Directors with their executive experiences and their fine discriminations in addition to auditing the legalityof our business administration objectively and neutrally.
3. Kenichi Kobayashi is Director and Executive Vice President of Nippon Life Insurance Company, which
received business improvement orders concerning its insurance payment management system and business
management system from the Financial Services Agency in July 2008.
4. Persons marked with * are new candidates for corporate auditors.

7

English Translation of Financial Statements Originally Issued in the Japanese Language
CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2012
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

26,561
16,15819,241
2,255
627
1,780
2,236
16,006(65)
84,803Fixed 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:

266,303
18,253
139,821
31,63338,456
1,761
496,2292,234
9,565
11,800112,085500
14,5635,822(911)
132,060
640,090
177

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

8725,072

English Translation of Financial Statements Originally Issued in the Japanese Language
CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2012
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
Allowance for loss on disaster
Other current liabilities
Total current liabilities

17,91568,411
16,0502,856
2,674
32,5582,814
69
206
25,951
169,509

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 employees’ severance and retirement benefits
Allowance for retirement benefits for directors
Negative goodwill
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
Minority interests
Total net assets
Total liabilities and net assets
Note: The figures presented are rounded down to the nearest million yen.

975,000155,11368,751
20,147
1,926
31,519561
873
10,521
364,414533,924
187,762
36,80328,485124,502(2,029)
536
684
(148)
2,848
191,148
725,072

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, 2012
Million yen
Operating revenues
Operating costs and expenses:
Transport operating expenses and cost of sales
Selling, general and administrative expenses
Operating income

230,282
174,852
35,507

Non-operating revenues:
Interests and dividend income
Investment income of affiliates
Other non-operating revenues
Non-operating expenses:
Interests expenses
Other non-operating expenses

210,359
19,922

555
7,201
1,838

9,595

6,577
699

7,277

Recurring income

22,240Non-recurring income:Construction costs allotted and received from others
Other non-recurring income
Non-recurring losses:
Advanced depreciation loss on fixed assets
Loss on disaster
Loss on asset impairment
Other non-recurring losses
Income before income taxes and minority interests
Income taxes:
Current
Deferred
Corporate and other taxes
Income before minority interests in net income of consolidated
subsidiaries
Minority interests in net income of consolidated subsidiaries
Net income
Note: The figures presented are rounded down to the nearest million yen.

10

2,328
630
2,174
730
228
598

2,958

3,731
21,466

4,980
2,786
7,767
13,699228
13,471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, 2012
(Million yen)

Balance as of April 1, 2011
Changes of items during the period
Dividends from surplus
Net income
Purchase of treasury stock
Disposal of treasury stock
Net changes of items other than owners’
equityTotal changes of items during the period
Balance as of March 31, 2012

Capitalstock
36,803

Capitalsurplus28,485

Owners’ equity
Retainedearnings
112,920

Treasurystock(1,969)Total Owners’
equity176,240(59)
0(1,889)13,471(59)
0(59)(2,029)11,522
187,762(1,889)13,471(0)36,803(0)28,485

11,581
124,502

Accumulated other comprehensive income
Total
Valuation
Deferred gains accumulateddifference onotheror losses onavailable-forcomprehensive
hedgessale securities
income
126
(169)
(42)

Balance as of April 1, 2011
Changes of items during the period
Dividends from surplus
Net income
Purchase of treasury stock
Disposal of treasury stock
Net changes of items other than owners’
equity558
21
Total changes of items during the period
558
21
Balance as of March 31, 2012
684
(148)
Note: The figures presented are rounded down to the nearest million yen.

11

Minority
interests

Total net
assets2,726

178,923(1,889)13,471
(59)
0

579
579
536

122
122
2,848

702
12,224
191,148

English Translation of Financial Statements Originally Issued in the Japanese Language
NON-CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2012
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

8,507
3,273
1,064
2,144
2,313
19,467
1,330
1,267
679
9,287
(9)
49,325

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
Total fixed assets

234,619
92,8782,354
38,468
101,956
69,131
7,073
22,1752,030
1,545
470,277
177
177

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

12519,780

English Translation of Financial Statements Originally Issued in the Japanese Language
NON-CONSOLIDATED BALANCE SHEET
Keisei Electric Railway Co., Ltd.
As of March 31, 2012
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
Allowance for loss on disaster
Other current liabilities
Total current liabilities

54,741
16,0001,884
13,907
1,488
200
574
631
28,244
1,896
31,5441,050
200
40
152,405

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

75,000139,520
17,55819,654535
4,205
256,474
408,879

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.

13

110,642
36,80327,852
27,845
6
46,772
3,038
43,733
8,095
35,638
(785)
258
258
110,901
519,780

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, 2012
Million yen
Railway:
Operating revenues
Operating expenses
Operating income
Real Estate Development and Others:
Operating revenues
Operating expenses
Operating income

55,62850,2585,370
12,3498,473
3,876

Operating income from all operations

9,246

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

5,025
1,090

6,116

4,995
692

5,688

Recurring income

9,674

Non-recurring income:Construction costs allotted to and received from others
Gain on liquidation of investment securities
Gain on sales of fixed assets
Non-recurring losses:
Advanced depreciation loss on fixed assets
Loss on disaster
Loss on sales of fixed assets
Loss on disposal of fixed assets
Net income before income taxes
Income taxes:
Current
Deferred
Corporate and other taxes
Net income
Note: The figures presented are rounded down to the nearest million yen.

14

2,119
113
11
1,946
598
539
37

2,244

3,121
8,797

1,558
1,002
2,560
6,236

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, 2012
Capital surplus

Balance as ofApril 1, 2011
Changes of items during
the period
Dividends from surplus
Net income
Purchase of treasury
stock
Disposal of treasurystock
Net changes of items
other than owners'
equityTotal changes of items
during the period
Balance as ofMarch 31, 2012

Capitalstock

Capitalreserve

36,803

27,845

Other
capitalsurplusTotal
capitalsurplus

6(Million yen)
Owners’ equity
Retained earnings
Other retained earnings
Total
UnappropriatedTreasury
Total
owners’Legal Generalretainedstock
retained
equityreserve reserve earnings at theearnings
end of the term

27,852

(0)

(0)

3,038

8,095

31,29042,424(1,889)6,236(1,889)
6,236

(726)

106,354(1,889)
6,236

(59)

(59)

0

0

-

-

(0)

(0)

-

-

4,347

4,347

(59)

4,287

36,803

27,845

6

27,852

3,038

8,095

35,63846,772(785)

110,642

Valuation and translation
adjustments
Valuation
Total
difference on valuation andavailable-fortranslation
sale securities adjustments

Total net
assetsBalance as ofApril 1, 2011
(150)
(150)
106,204
Changes of items during
the period
Dividends from surplus(1,889)Net income
6,236
Purchase of treasury
stock
(59)
Disposal of treasury
stock
0
Net changes of items
other than owners'
equity408
408
408
Total changes of items
during the period
408
408
4,696
Balance as ofMarch 31, 2012
258
258
110,901
Note: The figures presented are rounded down to the nearest million yen.

15