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, the original shall prevail. The Company assumes no responsibility forthis translation or for direct, indirect or any other forms of damages arising from the translation.

CORPORATE GOVERNANCE REPORTTOBU RAILWAY CO., LTD.

Last Update: July 5, 2024
TOBU RAILWAY CO., LTD.
Yutaka Tsuzuki
President and Representative Director
Contact: +81-3-5962-2067
Securities Code: 9001
https://www.tobu.co.jp
The corporate governance of TOBU RAILWAY CO., LTD. (the “Company”) is described
below.

I

Basic Views on Corporate Governance, Capital Structure, Corporate Profile andOther Basic Information
1. Basic Views Updated
1. The mission of the Company (management philosophy, etc.), management strategies and management plan
The Company has set out “Tobu Group management philosophy” and “Tobu Group management policy”
as its mission (management philosophy, etc.). In addition, to realize the sustainable development of society
and the Group as a corporate group indispensable for society, the Company has identified “materiality (keyissues)” and discloses them together with the “value creation process” on the Company’s website, etc.
Based on these ideas, the Company also discloses its long-term management vision for the next ten years
and medium-term management plan that explains its specific initiatives from fiscal 2024 through fiscal
2027 at the financial results briefings and on the Company’s website, etc.
(1) Tobu Group management philosophy
Tobu Group laid down the concepts of “dedication,” “enterprising spirit” and “affinity,” as the cornerstone for its management.
Dedication:
Tobu Group will contribute to materializing an affluent society, based on the profound awarenessthat all of its businesses are supported by society.
Enterprising spirit:
Tobu Group will keep challenging with pioneering spirit to break a pathway to a new era, throughconstant self-improvement without complacency.
Affinity:
Tobu Group will contribute to the evolution of society by promoting its business as well as
the welfare of its employees, based on the concept of congeniality among people and harmony
with environment.
(2) Tobu Group management policy
Tobu Group will operate diversified and composite businesses on the basis of safety and security,
including “transportation,” “leisure,” “real estate” and “retail distribution,” as a corporate groupcontributing to the development of the areas along its railway lines, through the businesses that closely
support customers’ daily lives.
We will provide innovative and inventive services of high quality based on customer’s viewpoint,
thereby aiming to create attractive destinations full of energy along the Tobu lines, providing
the residents with comfortable lifestyle.
Tobu Group will fulfill its corporate social responsibility through achieving sustainable growth along1with local communities, as a corporate group that supports customers’ lives by promoting eco-friendly
management while constantly generating profit from its business operations.
(3) Long-term management vision
Evolving Society and Areas along our Railway Lines by Taking on Challenges and Engaging in
Cooperative Creation.
Five items identified as materiality (key issues)(1) Sustainable development of local communities(2) Corporate governance contributing to creation of corporate value(3) Improvement of skills and capabilities of diverse employees(4) Reduction of environmental burden through further improvement of environmental advantage, etc.
(5) Securing of safety and peace of mind, the backbone of all Group businesses
Based on the materiality described above, the specific value creation process of the Group has been preparedin accordance with The International <IR> Framework published by the International Integrated Reporting
Council (IIRC).
Details of the Company’s approach to sustainability are contained in the Annual Securities Report. The
Annual Securities Report is posted on the Company’s website. (https://www.tobu.co.jp/ir/fr/)
2. Basic views and policy on corporate governanceIn order to earn trust of all its stakeholders including shareholders, and to ensure sustainable growth andenhancement of corporate value over medium to long-term, the Company believes that it is essential toestablish fair and transparent management structure. We will further reinforce the Board of Directors, theExecutive Officer system, and the Audit & Supervisory Board Members system, and actively makeappropriate information disclosure on a timely basis. Furthermore, we will be committed to the enhancementof corporate governance, through conscientious corporate activities based on business ethics and compliancewith laws and regulations.
In addition, under the views mentioned above, the Company will comply with all of the principles set forthin the Corporate Governance Code, respecting the purpose and intention ingrained therein, in an effort toenhance its corporate value.
3. The Company has, based on the awareness about the support it receives from the stakeholders, as well as theappreciation that it is vital to establish and practice code of conduct for its officers and employees, etc., set
out “Tobu Group Compliance Basic Policy” (http://www.tobu.co.jp/corporation/policy/) as follows.

[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Company complies with all principles of the Corporate Governance Code.

2

[Disclosure Based on the Principles of the Corporate Governance Code] Updated[Principle 1-4 Strategic Shareholdings]
The Company retains strategic shareholdings in comprehensive consideration of the smooth running of businessthrough maintenance and reinforcement of relationships with business partners of the Company, and of synergy
effects on the businesses of the Group. Our basic policy is to gradually reduce strategic shareholdings when
they are no longer justified by an adequate rationale from a medium- to long-term perspective, based on thefollowing verifications.
Regarding each listed stock held as strategic shareholdings, the Board of Directors annually conducts careful
examinations to check progress regarding the achievement of the initial objectives of the acquisition of suchholdings, and to verify whether the benefits and risks associated with such holdings are in line with profitability
based on capital costs, etc., considering whether the initial objectives, such as “maintenance and reinforcementof business transactions” and “synergy effects on the businesses of the Group” have been met as the primary
criteria. The Board also verifies listed stock held as strategic shareholdings by comprehensively taking into
account the economic rationality, necessity and future prospects associated with continuing such holdings froma medium- to long-term perspective.
Voting rights for strategic shareholdings are exercised based on the consideration on whether or not such
exercise contributes to a medium- to long-term increase in the corporate value of both the Group and theinvestees. Thus, with respect to proposals that are likely to impair the increase in corporate value of the Groupand the investees over the medium- to long-term, we shall conduct a careful review regarding the exercise of
voting rights, based on dialogue with the investees.
[Principle 1-7 Related Party Transactions]Competing transactions and conflict of interest transactions conducted by Directors shall, in accordancewith the laws and regulations as well as internal rules, be subject to prior approval by, and post-transaction
report about their outcome to, the Board of Directors.
In addition, regular checks are carried out on whether there are any transactions, etc. between the Company or its
consolidated subsidiaries, etc., and their officers and close relatives of those officers.
[Supplementary Principle 2-4 (1) Ensuring Diversity in the Promotion, etc. of Core Human Resources]<Approach to Ensuring Diversity as well as Voluntary and Measurable Targets, and Progress>
To foster awareness among employees, who are the driving force behind achieving sustainable growth of theGroup, of maximizing their abilities while mutually embracing each individual’s diversity, including gender,
age, nationality, disability, sexual orientation, gender identity, values, and workstyles, and to bring aboutbusiness results by doing so, we have formulated the “Tobu Group Diversity & Inclusion Declaration” and isadvancing specific initiatives.
We are promoting female Executive Officers through internal promotions in regard to the appointment ofmanagerial positions that play a central role in management.
The percentage of females in managerial positions is 3.3%. With an aim to appoint more women to managerial
positions, we have also set goals of increasing the ratio of females among candidates for managerial positions(assistants to Managers) by 50% compared to when the target was set.
The Company recruits foreign nationals to provide comprehensive support for foreign tourists visiting Japan in our
Tourism business.
To respond to changes in lifestyles and the business environment, we aim to acquire personnel from expanded
recruitment channels, including hiring experienced, midcareer and other personnel who have diverse knowledge
and values and who can play an active role particularly in highly specialized fields.
We are striving to develop an internal environment where anyone can demonstrate their abilities to their fullest andare motivated to keep working over the long term, including by promoting women’s active participation. As a resultof such efforts, we have received “Platinum Kurumin” certification by continuously providing work-life balance
support that enables employees to continue working with peace of mind even through having a child and childrearing. Additionally, in recognition of our initiatives for investing in health from the perspective of health andproductivity management, the Company was recognized as a “2024 Outstanding Organization of KENKO
Investment for Health” (large enterprise category).
<Human Resources Development Policy and Internal Environment Development Policy for Ensuring Diversity,and Progress>
The Group’s human resources development policy that conforms to the Medium-Term Business Plan is to develop
human resources who can act in accordance with the management philosophy and think and act for themselves toplay a role in the sustainable growth of business and local communities.

3

The human resources that the Company looks for is those who will link the development of business opportunities
to the sustainable growth of local communities, with “trust” gained by further improving existing businesses and“value creation” through new ideas without fear of change.
To develop human resources that will realize sustained improvement in corporate value, we regard our internal
environment development policy as an approach to employee support necessary for the development of the abovementioned human resources and have established it as follows:(Policy 1) Support human resources development that promotes changes in line with the times(Policy 2) Develop workstyles that allow employees to work with peace of mind and continue to demonstrate theirabilities
Our basic views on human resources, support for active participation of diverse human resource and diverse
workstyles, and health and productivity management initiatives and their progress are disclosed on the Company’s
website and in other publications.
(https://www.tobu.co.jp/corporation/)4

[Principle 2-6 Roles of Corporate Pension Funds as Asset Owners]
In order to ensure constant pension payments to each participant in the years to come, the Company has
developed the “Basic Policy for Pension Asset Management,” which shall serve as the basis for managing andinvesting pension assets.
For the investment of pension assets, the Company holds the “Asset Management Committee” in which the
Executive Officers in charge of the Finance and Accounting Department and Human Resources Department,along with the General Managers of these Departments serve as Committee members, in order to ensure thesafe and efficient management of pension assets. This Committee develops and reviews basic asset
management policies, as well as strategic asset allocation (strategic asset mix), while evaluating, reviewing andmonitoring external asset managers. In each Committee meeting, minutes are prepared to disclose theproceedings and results of the meeting. The secretariat of the Asset Management Committee is staffed withadequately qualified personnel from the Finance and Accounting Department, while the Human Resources
Department serves as an observer.
The activities of the “Asset Management Committee” are reported to the “Governance Committee,” which iscomprised of Representative Directors, Outside Directors and Audit & Supervisory Board Members for review
and evaluation.
[Principle 3-1 Full Disclosure](i) The mission of the Company (management philosophy, etc.), management strategies and management plan
These are stated in “I. 1. Basic Views” of this report.
(ii) Basic views and policy on corporate governance
These are stated in “I. 1. Basic Views” of this report.
(iii) Policy and procedure for determining remuneration for Directors
The Company has established the “Nomination and Remuneration Committee,” the majority of whose
members and its chairperson are Independent Outside Directors, as an advisory body to the Board of
Directors. The “Policy for Determining Remuneration for Directors” is determined by the Board of
Directors after the Board of Directors consults with and receives a report from the Committee. In this policy,
it is stipulated that remuneration for Directors shall be determined in consideration of factors such as eachindividual’s position, responsibilities according to the duties they are in charge of, corporate and individual
performance, management environment, and social conditions, with the objective of raising awareness ofenhancing corporate value and social evaluation, as well as contributing to an increase in shareholder value.
Remuneration for Directors is comprised of monetary compensation consisting of position-based basic
remuneration and short-term incentive remuneration (individual performance-linked portion and thecorporate performance-linked portion), and stock-based compensation as medium- to long-term incentive
remuneration. Both types of remuneration are determined by Representative Director delegated throughresolution of the Board of Directors, based on the results of consultations with, and reports from theNomination and Remuneration Committee with regard to the appropriateness of remuneration levels.
(iv) Policy and procedure for nominating candidates for Directors and Audit & Supervisory Board Members
The Company believes in “safety as the foundation of all businesses operated by the Tobu Group,” andthus is aware that ensuring safety in all businesses including railway business which provides social
infrastructure, is the basis for earning trust from stakeholders as well as for achieving sustainable growth
into the future. On such basis, the Company believes that it is desirable to have the Board of Directors
composed of Directors promoted internally, who are not only well acquainted with the characteristics of
the Company business, but also familiar with the indirect divisions that support each business and its
operation, along with Independent Outside Directors who can contribute to enhancing supervisory functionof the Board, as well as to ensuring fairness and transparency of management, as part of an effort to increase
its corporate value. Maximum number of Directors is set at 15 on a combined basis of Inside/Outside
Directors.
Currently, the Board of Directors is comprised of nine Directors including four Independent Outside Directors
who have a wealth of experience and insight as corporate executives and as outside directors of other listedcompanies, or as academics, having served important positions such as Commissioner General of National
Police Agency, in an effort to attain a well-balanced mix of knowledge, experience, competence, gender,
nationalities, career backgrounds, and age of the Board.
In order to strengthen the independence and objectivity of the functions of the Board of Directors, theCompany has established the “Nomination and Remuneration Committee,” comprised of three Independent
Outside Directors and two Representative Directors, as an advisory body to the Board of Directors. The
5chair of the Committee is selected from among the Independent Outside Directors.
The “Nomination and Remuneration Committee” shall review proposals for the nomination of candidates
for Directors based on the Criteria for Nominating Candidates for Directors, etc., taking into consideration
the balance between knowledge, experience and competence and the gender, nationalities, careerbackgrounds and age of the Board of Directors as a whole, and report the results thereof to the Board of
Directors.
(Criteria for Nominating Candidates for Directors)
Candidate for Inside Director• Well acquainted with the characteristics of the Company’s business, and familiar with the indirect
divisions that support each business and its operation• Possessing the personality, knowledge, experience and initiative that can lead and contribute to anincrease in corporate value
Candidate for Outside Director• Possessing a broad-based insight into management, and capable of providing opinions and advice
regarding the business execution of the Directors from a standpoint that is independent from the
management and from an objective point of view, thereby contributing to ensuring the efficiency andfairness of management• Possessing a career background, experience and expertise that differs from those of the Directors
elected from within the Company
The nomination of candidates for Directors shall be resolved by the Board of Directors, while respecting
the content of the report obtained from the “Nomination and Remuneration Committee.”
Any member of the “Nomination and Remuneration Committee” may convene the Committee meeting asnecessary, in order to enable the Committee to deliberate whenever a Director is deemed to be inadequately
performing his/her role, or to have failed to meet the Criteria for Nominating Candidates for Directors.
The nomination of candidates for Audit & Supervisory Board Members is proposed at the General Meetingof Shareholders, following the deliberation at the Board of Directors, subject to the consent of the Audit &Supervisory Board.
The election and removal of Executive Officers shall also be deliberated and resolved at the Board of
Directors meetings, which are attended by outside officers including Independent Outside Directors.
In the event that an Executive Officer is found to have committed a fraudulent act, wrongdoing or breachof faith, or there are concerns over his/her suitability for the position, such Executive Officer shall be
removed based on the resolution of the Board of Directors.
(v) Explanation about the nomination, election and removal of individual Directors and the Audit &Supervisory Board Members
The reasons for the election of each candidate for Director or Audit & Supervisory Board Member arepresented in the “Notice of the Annual General Meeting of Shareholders.” The “Notice of the Annual
General Meeting of Shareholders” is posted on the Company’s website.
(https://www.tobu.co.jp/ir/meeting/)[Supplementary Principle 3-1 (3) Sustainability Initiatives, etc.]
The Company discloses the Group’s approach to sustainability and specific initiatives on the Company’s
website.
The Company discloses its management strategy for sustainability, which effectively utilizes accumulated
equity capital, and also discloses and provides specific information on the distribution of management resourcesin a manner that is easy to understand on the Company’s website, in order to contribute to the sustainablegrowth of the Company.
Regarding human capital, we have established our human resources development policy and internal
environment development policy in line with the Tobu Group management philosophy, which are disclosed on
our website.
To allocate human resources to growth fields in keeping with management strategies and management issues,
we carry out organizational reforms and invest in necessary human capital. We disclose any organizational
reforms that have been implemented on the Company’s website.
The Company has announced support for the recommendations of the Task Force on Climate-related Financial
Disclosures (TCFD). Based on the TCFD framework, we analyze the impact and effect on financial conditionin the four thematic areas of (i) governance, (ii) strategy, (iii) risk management, and (iv) metrics and targets,develop countermeasures for each of the impacts, and disclose them on the Company’s website.
Details of the Company’s approach to and initiatives for sustainability are contained in the Annual Securities
Report. The Annual Securities Report is posted on the Company’s website. (https://www.tobu.co.jp/ir/fr/)

6

[Supplementary Principle 4-1 (1) Scope of Matters Delegated to Management]
For the purpose of making decisions on the important management-related matters as well as of supervisingbusiness execution by individual Directors, a framework has been established in which the Board of Directors
prescribe in the “matters subject to deliberation at the Board of Directors” matters including formulation of
medium- to long-term business plan and decisions on important businesses, along with the matters stipulated
under laws and regulations, and the Articles of Incorporation, while the Management Meeting deliberate on
decision-making in the course of business execution, etc., delegated from the Board of Directors, and the
Executive Officers execute business under the command and supervision of the Representative Directors
based on the “Regulation on the Execution of Duties.”[Principle 4-9 Independence Standard and Qualification for Independent Outside Directors]
The Company elects as Independent Outside Directors persons with broad insight into management, who cancontribute to ensuring the efficiency and fairness of management, through offering opinions and advice
on Directors’ business execution, from an objective point of view, being independent from the managementof the Company.
The standards for independence from the management are contained in the Annual Securities Report. The
Annual Securities Report is posted on the Company’s website. (https://www.tobu.co.jp/ir/fr/)[Supplementary Principle 4-11 (1) Balancing Diversity and the Appropriate Scale of the Board of Directors, andDisclosure of the Skill Matrix, etc.]
Views on the balance, diversity, and scale of the Board of Directors are presented in “(iv) Policy and procedure
for nominating candidates for Directors and Audit & Supervisory Board Members under I. 1. [Principle 3-1
Enhanced Information Disclosure]” of this report.
As of the Annual General Meeting of Shareholders held in June 2021, the approach to the composition of theBoard of Directors and the skill matrix are presented in the “Notice of the Annual General Meeting of
Shareholders,” and as of the Annual General Meeting of Shareholders held in June 2024, the reasons forselecting each item of the skill matrix have also been presented. The “Notice of the Annual General Meetingof Shareholders” is posted on the Company’s website. (https://www.tobu.co.jp/ir/meeting/)
At least one person who has management experience at other companies is appointed as an Independent
Outside Director.
[Supplementary Principle 4-11 (2) Status of Concurrent Positions of Directors and Audit & Supervisory Board
Members]
The status of concurrent positions of Directors and Audit & Supervisory Board Members is presented in the“Notice of the Annual General Meeting of Shareholders.” The “Notice of the Annual General Meeting of
Shareholders” is posted on the Company’s website. (https://www.tobu.co.jp/ir/meeting/)
We believe that the current number of their concurrent position is within a reasonable range, in view of theirattendance to the Board of Directors meetings and the Audit & Supervisory Board meetings.
[Supplementary Principle 4-11 (3) Analysis and Evaluation of Effectiveness of the Board of Directors and theOutline of the Results Thereof]
To ensure the effectiveness of the Board of Directors, an analysis and evaluation of the effectiveness of theBoard of Directors is carried out annually on the basis of the self-evaluations conducted by each Director, etc.,
and the outline of the evaluation results thereof shall be disclosed in the Corporate Governance Report. In
order to ensure greater objectivity, a questionnaire shall be conducted once every three years by a third party.
Evaluation was carried out first by conducting a questionnaire with each Director, etc., whose results weresummarized and analyzed. Then evaluation results were finalized based on interviews with Representative
Directors on the results of the questionnaire along with challenges facing the Board of Directors, together withthe opinion of the Audit & Supervisory Board.
The evaluation results, namely, self-evaluation results mainly based on questionnaires with each of the
Directors, etc., confirmed that a system for ensuring free discussions had been developed overall, and that theBoard had been promoting measures to further enhance its functions based on the results of the effectivenessevaluation in the previous fiscal year. Accordingly, the Board of Directors was found to be largely functioning
adequately, whereby its effectiveness was ensured. Initiatives and opinions on measures to enhance thefunctions identified in the previous evaluation are as follows:○ Monitor the progress of the Medium-Term Business Plan and deepen discussions regarding reviews of
the business portfolio, etc.
• In addition to monitoring the progress of the Medium-Term Business Plan, the members of the Board7

of Directors shared their awareness regarding the medium- and long-term visions and strategies. In thisregard, we received the opinion that the progress monitoring is appropriate, resulting in a better
evaluation than the previous year. We also received opinions on the need to consider the businessportfolio and to discuss the priority for allocating managerial resources to growth areas, etc.
○ Further enhance information provision to outside officers by having Executive Officers and corporate
managers of the Group companies give explanation to them and resuming a tour of our businessestablishments, etc.
• The Company has provided opportunities to deepen Outside Directors’ understanding of the Group’sbusiness operations, including occasions in which the Executive Officers and corporate managers of
the Group companies explain various initiatives. In this regard, we received opinions on theenhancement of reports regarding the current status of businesses and issues, etc.
○ Enhance opportunities for Outside Directors to confirm that candidates for Directors are qualified andsuitable• We received opinions valuing opportunities to evaluate the next candidates for Directors, including
having all Executive Officers attend Board of Directors meetings deliberating quarterly financial results.
We also received opinions that even more time and resources should be spent on the development of
human resources for senior management as well as opinions calling for opportunities forcommunication with Executive Officers, who will lead the management in the near future.
○ Enhance opportunities for discussion of sustainability issues, etc.
• The Board of Directors held discussions on such matters as the disposal of treasury stock through athird-party allotment upon the introduction of an Employee Stock Ownership Plan (J-ESOP), as wellas enhanced information provision through news releases, etc. For sustainability issues, etc. we received
the opinion that further discussion is needed about challenges that should be dealt with in a timely
manner in light of changes in the social environment.
Going forward, through more constructive discussions, we will work to strengthen and improve the strategic,
judgment and supervisory functions, which are the roles of the Board of Directors. In addition, we believethat the Board of Directors needs to further strengthen its functions with regard to the following:(a) Enhance information sharing regarding dialogue with shareholders, including institutional investors, andopportunities to share information among outside officers(b) Further enhance opportunities for Outside Directors to confirm the qualifications and suitability of thecandidates to become the next Directors, including advancement of human resources development
through reporting about financial results and issues as well as greater opportunities for communication(c) Share information forming the basis of decision making by outside officers as well as continual
discussions concerning management plans and discussions to enhance information disclosures to help
improve stakeholders’ understanding of the Company[Supplementary Principle 4-14 (2) Policy for Training of Directors/Audit & Supervisory Board Members]
In order to help Directors/Audit & Supervisory Board Members to understand and carry out the roles andduties expected of them, the Company organizes lecture presentations as appropriate, while arranging for themto attend external seminars and symposiums, etc., if necessary, that can help them to carry out their duties, byactively providing support including payment of associated expenses.
Newly appointed Directors/Audit & Supervisory Board Members shall be offered opportunities to havebetter understanding about the roles and duties expected of them and other relevant matters, while newly
appointed Outside Directors/Outside Audit & Supervisory Board Members shall be offered opportunities toreceive explanations about the corporate information including its management environment, etc.
[Principle 5-1 Policy for Constructive Dialogue with Shareholders]
The Company appreciates that it must take appropriate measures to gain the understanding and trust ofshareholders who are the providers of capital, with a view to achieving sustainable growth and enhancementof corporate value over medium to long-term. For such purpose, we are engaged in constructive dialogue
with shareholders/investors as follows, in order to promote the understanding among, and support fromshareholders/investors, in addition to securing the rights and equal treatment of shareholders.
(i) Dialogue with shareholders/investors in general is promoted jointly by the Executive Officer incharge of General Affairs and Legal Department and the Executive Officer in charge of Finance andAccounting Department.
(ii) To facilitate constructive dialogue with shareholders/investors, a framework has been established inwhich general affairs and legal division, finance and accounting division, corporate planning division,
public relations division, etc. collaborate and share information.
(iii) The Company is engaged in dialogue with shareholders through offering thorough explanation in
8

response to queries from shareholders at the General Meeting of Shareholders, while organizing
financial results briefings for institutional investors twice a year, a tour of our business establishments
along the Tobu railway lines also for institutional investors (*) once a year, and an event for individual
shareholders once a year.
* From fiscal 2020 through fiscal 2023, the tours were cancelled in order to prevent the spread of
COVID-19, etc.
The Company posts on its corporate website, timely and as appropriate, IR information such as
financial results and materials for timely disclosure, information for shareholders on the matters suchas General Meeting of Shareholders and shareholder special benefits, and transmission of businessinformation in the form of news release, in an effort to provide outgoing information flow as the basis
for the dialogue with shareholders.
(iv) As for dialogue with individual shareholders, staff in charge shall report on each dialogue to the
Executive Officer in charge of General Affairs and Legal Department, which may, depending on thenature of dialogue, be shared among the management. Certain contents of the dialogue can also bereported to management as appropriate through a meeting body, etc.
As for dialogue with institutional investors, implementation results of the financial results briefings
for institutional investors shall also be reported to management through a meeting body, etc., while
contents of individual interview with each institutional investor shall be reported, on a monthly basis,
to management, Audit & Supervisory Board Members and the concerned division, in an effort to share
information.
(v) To prevent leakage of insider information in the course of dialogue with shareholders and investors, we
implement thorough management of and training on insider information. Moreover, we arrange “silent
period” from the day after the closing date up to the announcement of the financial results, during
which no comment shall be made in response to any inquiries, including interviews.
[Response to Achieving Management with Awareness of Capital Cost and Stock Price]
The Company is focused on improving profit levels by realizing its growth strategy and controlling assets andliabilities with an awareness of capital cost. In the medium-term management plan covering the four-year
period of fiscal 2024 through fiscal 2027, the Company has set the ROE as a management indicator to be moreaware of. By pushing forward with the medium-term management plan to realize the long-term management
vision and aiming for sustainable growth, the Company sees market valuation improving as a result. Theseare explained on the Company’s website and at the financial results briefings, etc.
[Status of Engagement in Dialogue with Shareholders, etc.]
Our representatives for, and the status of the dialogue and feedback are noted in “I. 1. [Principal 5-1]” and“III. 2. IR Activities” of this report. Additionally, an overview of the shareholders we engage in dialogue withand the main topics of dialogue are as follows.
The number of IR and SR meetings held with domestic and foreign institutional investors and analysts: 71
Topics: Overview of financial results and forecasts, overview and progress with the Medium-Term Business
Plan, ESG initiatives, corporate governance, etc.

9

2. Capital Structure
Foreign Shareholding Ratio

From 20% to less than 30%[Status of Major Shareholders] Updated

Number of Shares
Owned (Shares)
31,838,700

Name / Company Name
Master Trust Bank of Japan, Ltd. (trust account)

Percentage (%)
15.35

Custody Bank of Japan, Ltd. (trust account)

10,776,940

5.19

FUKOKU MUTUAL LIFE INSURANCE COMPANY

5,235,600

2.52

STATE STREET BANK WEST CLIENT – TREATY
505234

4,945,498

2.38

Nippon Life Insurance Company

3,187,880

1.53

Mizuho Bank, Ltd.

3,102,109

1.49

JP MORGAN CHASE BANK 385781

2,812,079

1.35

Saitama Resona Bank, Limited

2,201,769

1.06

East Japan Railway Company

2,024,800

0.97

SSBTC CLIENT OMNIBUS ACCOUNT

1,948,346

0.93

Controlling Shareholder (except for Parent —Company)
Parent Company

None

Supplementary Explanation
1. The above list of major shareholders excludes treasury shares.
2. Apart from the shares listed in the Status of Major Shareholders above, FUKOKU MUTUAL LIFE
INSURANCE COMPANY holds as trustee 1,164,000 shares in the Company in a retirement benefits
trust, where the company retains the authority to give instruction on the exercise of voting rights.
3. Although the Report of Possession of Large Volume (the Change Report) relating to the Company has
been submitted, the Company could not verify the number of shares effectively held by the aforementioned
parties as of March 31, 2022, and thus prepared the Status of Major Shareholders above on the basis of
the shareholder registry. Details of the Report of Possession of Large Volume (the Change Report) arecontained in the Annual Securities Report. The Annual Securities Report is posted on the Company’s
website. (https://www.tobu.co.jp/ir/fr/)

10

3. Corporate Attributes
Listed Stock Market and Market Section

Tokyo Stock Exchange, Prime Market

Fiscal Year-End

MarchType of BusinessLand transportation business

Number of Employees (consolidated) as of
the End of the Previous Fiscal Year

1,000 or more

Sales (consolidated) as of the End of thePrevious Fiscal Year

From ¥100.0 billion to less than ¥1 trillion

Number of Consolidated Subsidiaries as of
the End of the Previous Fiscal Year

From 50 to less than 100

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder—
5. Other Special Circumstances which may have Material Impact on Corporate Governance

—

11

II

Business Management Organization and Other Corporate Governance Systems
regarding Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Organization Form

Company with Audit & Supervisory Board[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation

15

Term of Office Stipulated in Articles ofIncorporation

1 yearChairperson of the Board

Chairman (excluding those concurrently serving as President)

Number of Directors

9Election of Outside Directors

ElectedNumber of Outside Directors

4

Number of Independent Directors

4Outside Directors’ Relationship with the Company (1)NameAttribute

Mitsuyoshi Shibata

From another company

Takaharu Ando

Other

Noriko Yagasaki

Academicab

Relationship with the Company*
c
d
e
f
g
h
i

Masanori Yanagi
From another company△* Categories for “Relationship with the Company”* “○” when the Director presently falls or has recently fallen under the category;“△” when the Director fell under the category in the past
* “●” when a close relative of the Director presently falls or has recently fallen under the category;“▲” when a close relative of the Director fell under the category in the pasta. Executive of the Company or its subsidiaries
b. Non-executive Director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the Company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetaryconsideration or other property from the Company besides remuneration as a Director or Audit& Supervisory Board Member
g. Major shareholder of the Company (or an executive of said major shareholder if the shareholder isa legal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d,e, or f) (the Director himself/herself only)
i. Executive of a company, between which the Company’s Outside Directors/Audit & Supervisory
Board Members are mutually appointed (the Director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the Director
himself/herself only)
k. Others

12

j

k

Outside Directors’ Relationship with the Company (2) Updated

Name

Mitsuyoshi Shibata

Designationas
Independent
Director

Supplementary Explanation of theRelationship○―

Reasons of Appointment

Mr. Mitsuyoshi Shibata has richexperience and broad insight as acorporate manager. He has
contributed to ensuring theefficiency and fairness of the
management by providing
opinions and advice regarding
business execution from an
objective point of view, being
independent from the
management. We havedetermined him to be the proper
person for pursuing further
improvement of corporate value
in the future. Therefore, we haveelected him as an Outside
Director.
In addition, as the Company has
determined that he is adequately
independent by the “Criteria for
Independence of Outside
Directors and Outside Audit &Supervisory Board Members,” hehas been designated as an
Independent Director of theCompany.

13

Name
Takaharu Ando

Designationas
Independent
Director

Supplementary Explanation of theRelationship○―

Reasons of Appointment

Mr. Takaharu Ando has richexperience of serving inimportant positions, such as
Commissioner General of
National Police Agency, andbroad insight, as well as
experience of serving as outside
directors at other companies. He
has contributed to ensuring theefficiency and fairness of the
management by providing
opinions and advice regarding
business execution from an
objective point of view, being
independent from the
management. We havedetermined him to be the proper
person for pursuing further
improvement of corporate value
in the future. Therefore, we haveelected him as an Outside
Director.
In addition, as the Company has
determined that he is adequately
independent by the “Criteria for
Independence of Outside
Directors and Outside Audit &Supervisory Board Members,” hehas been designated as an
Independent Director of theCompany.

14

Name

Noriko Yagasaki

Designationas
Independent
Director

Supplementary Explanation of theRelationship○―

Reasons of Appointment

Ms. Noriko Yagasaki has richexperience and broad insight as
an academic in transport policy
and tourism policy, as well as
experience as an outside directorof other corporations. She has
contributed to ensuring theefficiency and fairness of the
management by providing
opinions and advice regarding
business execution from an
objective point of view, being
independent from the
management. She also served as
an Outside Director of theCompany from June 2015 to
May 2018, providing useful
opinions and advice regarding
business execution from an
objective point of view, being
independent from the
management. We havedetermined her to be the proper
person for pursuing further
improvement of corporate value
in the future. Therefore, we haveelected her as an Outside
Director.
In addition, as the Company has
determined that she is adequately
independent by the “Criteria for
Independence of Outside Directors
and Outside Audit & Supervisory
Board Members,” she has been
designated as an Independent
Director of the Company.

15

Name
Masanori Yanagi

Designationas
Independent
Director○

Supplementary Explanation of theRelationship

Reasons of Appointment

Outside Director Mr.
Masanori Yanagi engaged in
the business execution of
Development Bank of Japan
Inc., but since June 2018, he
has not engaged in thebusiness execution of thebank, and five years havealready passed. The Group has
transactions of borrowing withthe bank, and the amount of
the Company’s borrowing
from the bank as of March 31,
2024 (¥177,243 million) was
less than 11% of theCompany’s total consolidated
assets. The bank is one ofseveral lenders and not alender on which the Company
relies on to the extent that
there are no alternatives forfunding.

Mr. Masanori Yanagi has richexperience and broad insight as acorporate manager. He has
contributed to ensuring theefficiency and fairness of the
management by providing
opinions and advice regarding
business execution from an
objective point of view, being
independent from the
management. We havedetermined him to be the proper
person for pursuing further
improvement of corporate value
in the future. Therefore, we haveelected him as an Outside
Director.
In addition, as the Company has
determined that he is adequately
independent by the “Criteria for
Independence of Outside
Directors and Outside Audit &Supervisory Board Members,” hehas been designated as an
Independent Director of theCompany.

Voluntary Establishment of Committee(s)Corresponding to Nomination Committee orRemuneration Committee

Established16

Committee’s Name, Composition, and Attributes of Chairperson
Committee Corresponding toNomination Committee

Committee Corresponding to
Remuneration Committee

Committee’s Name

Nomination and Remuneration
Committee

Nomination and Remuneration
Committee

All Committee Members

55

Full-time Members

00Inside Directors

22

Outside Directors

33Outside Experts

0

0

Other

0

0

Chairperson

Outside Director

Outside Director

Supplementary Explanation
In order to review important matters regarding the nomination of, and remuneration for, Directors of
the Company, the Company has established the Nomination and Remuneration Committee as an advisory
body to the Board of Directors, with a view to reinforcing functional independence and objectivity of the Board.
The Nomination and Remuneration Committee is comprised of three Outside Directors and two
Representative Directors. In addition, the chair of the Committee is selected from among the Outside Directors
to ensure the independence of the Committee.
The Nomination and Remuneration Committee reviews the adequacy of the proposal of nomination of
Director candidates and the selection plan for Representative Directors, as well as the adequacy of the level of
remuneration, organizing the Committee’s opinion on these subjects, and reports to the Board of Directors.
[Audit & Supervisory Board Members]
Establishment of the Audit & Supervisory Board

Established

Maximum Number of Audit & Supervisory Board
Members Stipulated in Articles of Incorporation

5

Number of Audit & Supervisory Board Members

5

Cooperation among Audit & Supervisory Board Members, Independent Auditor, and Internal Audit Division
Cooperation among Audit & Supervisory Board Members, Independent Auditor, and internal audit division iscontained in the Annual Securities Report. The Annual Securities Report is posted on the Company’s website.
(https://www.tobu.co.jp/ir/fr/)Appointment of Outside Audit & Supervisory Board
Members

Appointed

Number of Outside Audit & Supervisory Board
Members3

Number of Independent Audit & Supervisory Board
Members

17

3

Audit & Supervisory Board Members’ Relationship with the Company (1)NameAttribute

Yuzaburo Mogi

From another company

Shuji Fukuda

From another companyab

Relationship with the Company*
c d e
f g h
i
j
k

l

m

△
Nobuhide Hayashi
From another company* Categories for “Relationship with the Company”* “○” When the Audit & Supervisory Board Member presently falls or has recently fallen under the
category;“△” When the Audit & Supervisory Board Member fell under the category in the past
* “●” When a close relative of the Audit & Supervisory Board Member presently falls or has recently
fallen under the category“▲” When a close relative of the Audit & Supervisory Board Member fell under the category in the pasta. Executive of the Company or its subsidiaryb. Non-executive Director or accounting advisor of the Company or its subsidiaries
c. Non-executive Director or executive of a parent company of the Company
d. Audit & Supervisory Board Member of a parent company of the Company
e. Executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an executive thereof
g. Major client or supplier of the Company or an executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary considerationor other property from the Company besides remuneration as an Audit & Supervisory Board member
i. Major shareholder of the Company (or an executive of said major shareholder if the shareholder is a legal
entity)j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g, orh) (the Audit & Supervisory Board Member himself/herself only)
k. Executive of a company, between which the Company’s Outside Directors/Audit & Supervisory Board
Members are mutually appointed (the Audit & Supervisory Board member himself/herself only)
l. Executive of a company or organization that receives a donation from the Company (the Audit &Supervisory Board Member himself/herself only)
m. Others

18

Audit & Supervisory Board Members’ Relationship with the Company (2) Updated

Name

Yuzaburo Mogi

Designationas
Independent
Audit &
Supervisory
Board
Member

Supplementary Explanation of theRelationship○―

Reasons of Appointment

Mr. Yuzaburo Mogi has used his
extensive experience and broad
insight as a corporate manager in
audit duties of the Company. By
offering his opinions and advice
on business execution of Directors
from an objective point of view,
being independent from the
management of the Company, heplays an appropriate role insecuring the sound and sustainablegrowth of the Company and inestablishing a quality corporate
governance system that earns thetrust of society, by making use of
his extensive experience.
Therefore, we have elected him as
an Outside Audit & Supervisory
Board Member.
In addition, as the Company has
determined that he is adequately
independent by the “Criteria for
Independence of Outside Directors
and Outside Audit & Supervisory
Board Members,” he has been
designated as an Independent
Audit & Supervisory Board
Member of the Company.

19

Name

Shuji Fukuda

Designationas
Independent
Audit &
Supervisory
Board
Member

Supplementary Explanation of theRelationship○―

Reasons of Appointment

Mr. Shuji Fukuda is expected touse his rich experience and broad
insight as a corporate manager in
audit duties of the Company. By
offering opinions and advice on
business execution of Directors
from an objective point of view,
being independent from the
management of the Company, heplays an appropriate role insecuring sound and sustainablegrowth of the Company and inestablishing a quality corporate
governance system that earns thetrust of society. Therefore, wehave elected him as an Outside
Audit & Supervisory Board
Member.
In addition, as the Company has
determined that he is adequately
independent by the “Criteria for
Independence of Outside
Directors and Outside Audit &Supervisory Board Members,” hehas been designated as an
Independent Audit & Supervisory
Board Member of the Company.

20

Name

Nobuhide Hayashi

Designationas
Independent
Audit &
Supervisory
Board
Member○

Supplementary Explanation of theRelationship

Reasons of Appointment

Outside Audit & Supervisory
Board Member Mr. Nobuhide
Hayashi engaged in the businessexecution of Mizuho Bank, Ltd.,but since April 2017, he has notengaged in the businessexecution of the bank, and sevenyears have already passed. The
Group has transactions ofborrowing with the bank, and theamount of the Company’s
borrowing from the bank as ofMarch 31, 2024 (¥82,115
million) was less than 5% of theCompany’s total consolidated
assets. The bank is one ofseveral lenders and not a lenderon which the Company relies onto the extent that there are noalternatives for funding.

Mr. Nobuhide Hayashi is
expected to use his richexperience and broad insight asa corporate manager in audit
duties of the Company. By
offering opinions and advice on
business execution of Directors
from an objective point of view,
being independent from the
management of the Company, heplays an appropriate role insecuring sound and sustainablegrowth of the Company and inestablishing a quality corporate
governance system that earns thetrust of society. Therefore, wehave elected him as an Outside
Audit & Supervisory Board
Member.
In addition, as the Company has
determined that he is adequately
independent by the “Criteria for
Independence of Outside
Directors and Outside Audit &Supervisory Board Members,” hehas been designated as an
Independent Audit & Supervisory
Board Member of the Company.

21

[Independent Directors/Audit & Supervisory Board Members]
Number of Independent Directors/
Audit & Supervisory Board Members

7

Matters relating to Independent Directors/Audit & Supervisory Board Members
1. The Company has designated all Outside Directors and Outside Audit & Supervisory Board Members whomeet the standards as Independent Directors/Audit & Supervisory Board Members.
2. Criteria for independence of Outside Directors and Outside Audit & Supervisory Board Members arecontained in the Annual Securities Report. The Annual Securities Report is posted on the Company’s
website. (https://www.tobu.co.jp/ir/fr/)
3. The Company has, in the “Supplementary Explanation of the Relationship” concerning Independent
Directors/Audit & Supervisory Board Members, not mentioned transactions that are similar to general
consumer transactions involving immaterial amount of payment.

22[Incentives]
Incentive Policies for Directors

Other

Supplementary Explanation
Remuneration for individual Directors is comprised of monetary compensation consisting of position-based
basic remuneration and short-term incentive remuneration (individual performance-linked portion and thecorporate performance-linked portion), and stock-based compensation as medium- to long-term incentive
remuneration.
Recipients of Stock Options
Supplementary Explanation—[Director Remuneration]
Disclosure of Individual Director’s Remuneration

No Individual Disclosure

Supplementary Explanation
The amounts of remuneration paid in consideration of the execution of duties by Directors and the Audit &Supervisory Board Members of the Company are contained in the Annual Securities Report. The Annual
Securities Report is posted on the Company’s website. (https://www.tobu.co.jp/ir/fr/)
Policy on Determining Remuneration Amounts andCalculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
The policy on determining remuneration amounts and calculation methods is contained in the Annual
Securities Report. The Annual Securities Report is posted on the Company’s website.
(https://www.tobu.co.jp/ir/fr/)23

[Supporting System for Outside Directors and/or Outside Audit & Supervisory Board Members]
Staffs of the department in charge of providing support to Outside Directors and Outside Audit & Supervisory
Board Members, or staffs of General Affairs and Legal Department, provide explanation to Outside Directors
and Outside Audit & Supervisory Board Members themselves or through their secretaries, by telephone or visit
in person.
[Details of persons who have retired from Representative Director and President, etc.]
Names, etc. of Consultants, Advisors, etc. who are former President and Representative Director, etc.

Name

Title/Position

Description of
Duties———Total Number of Consultants, Advisors, etc., Who Are
Former President and Representative Director, etc.

Working
Arrangement/
Compensation(Full-time/Part-time,
With/Without
Compensation,etc.)

Date of
Retirement fromthe President,etc.

Term of Office

—

—

—

0

Other Matters
Though the Articles of Incorporation prescribe that “The Company may appoint Consultants by resolution of
the Board of Directors,” the Company has no Consultants at the moment.

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System)
Matters on functions of business execution, auditing, oversight, nomination and remuneration decisions(overview of current corporate governance system) are contained in the Annual Securities Report. The Annual
Securities Report is posted on the Company’s website. (https://www.tobu.co.jp/ir/fr/)

3. Reasons for Adoption of Current Corporate Governance System
Reasons for adoption of the current corporate governance system are contained in the Annual Securities Report.
The Annual Securities Report is posted on the Company’s website. (https://www.tobu.co.jp/ir/fr/)

24

III Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Meeting of Shareholders and Smooth Exercise of Voting Rights
Supplementary Explanation

Early Notification of General
Meeting of Shareholders- The “Notice of the Annual General Meeting of Shareholders” ismailed 21 days prior to the scheduled date of the meeting every year.
- Prior to the mailing, the “Notice of the Annual General Meeting of
Shareholders” is posted on the websites of Tokyo Stock Exchange as wellas the Company 28 days prior to the scheduled date of the meeting every
year. (https://www.tobu.co.jp/ir/meeting/)

Scheduling General Meetingof Shareholders Avoiding thePeak Day

From the Annual General Meeting of Shareholders held in June
2017, the Company has been holding the meeting by avoiding thepeak day.

Allowing Electronic Exerciseof Voting Rights

The Company started adopting this method from the Annual General
Meeting of Shareholders held in June 2014.

Participation in Electronic
Voting Platform

The Company started to participate in the electronic voting platform fromthe Annual General Meeting of Shareholders held in June 2014.

Providing Convocation Notice(Summary) in English

English version (summary) of the “Notice of the Annual General Meetingof Shareholders” is posted on the websites of Tokyo Stock Exchange aswell as the Company at the same time as the Japanese version 28 days
prior to the scheduled date of the meeting every year.
(https://www.tobu.co.jp/ir/meeting/)

Other- From the Annual General Meeting of Shareholders held in June 2021,
the Company started live video streaming of the meeting (hybrid
participation-type virtual shareholder meeting) online.

25

2. IR Activities Updated
Supplementary Explanation
Preparation and Publication ofDisclosure Policy

This information is published on the Company’s
website (https://www.tobu.co.jp/ir/outline/)

Regular Investor Briefings forAnalysts and Institutional
Investors

Twice a year (after the year-end settlement as well as
the second quarter settlement), the President
personally explains about the financial results, theprogress of business plan, and other matters.
Furthermore, we organize a tour of our businessestablishments along the Tobu railway lines for
institutional investors (*) once a year to promotedialogue.
* From fiscal 2020 through fiscal 2023, the tour wascancelled in order to prevent the spread of COVID-19,
etc.

Posting of IR Materials on
WebsiteEstablishment of Department
and/or Manager in Charge ofIRThis information is published on the Company’s
website (https://www.tobu.co.jp/ir/bs/). Contents of theinformation posted: Presentation materials for thefinancial results briefing, the FACT BOOK, questions
and answers from the financial results briefing,Monthly Report of Operations, etc.
Department in charge: Finance and Accounting
Department
Responsible person: General Manager of the Financeand Accounting Department
Responsible person for administrative liaison:
Manager in charge of IR in the Finance andAccounting Department

26

Presentation byRepresentativeYes

3. Measures to Ensure Due Respect for Stakeholders Updated
Supplementary Explanation
Stipulation of Internal Rules for
Respecting the Position of
Stakeholders

Implementation ofEnvironmental Activities, CSR
Activities, etc.

Development of Policies on
Information Provision to
Stakeholders

Other

For the purpose of conscientious and appropriate corporate activities forstakeholders, action guidelines are set out in the “Tobu Group Compliance
Basic Policy” and the “Compliance Manual.”This information is published on the Company’s website(https://www.tobu.co.jp/corporation/).
Contents of the information posted: approach to sustainability, social
contribution and relationship with the local community, regarding theenvironment (Social and Environmental Report, Task Force on Climaterelated Financial Disclosures (TCFD)), relationship with employees,
corporate governance, and regarding safety“Social and Environmental Report” is prepared and published once a year inJapanese and English.
For the purpose of timely and appropriate information disclosure, action
guidelines are set out in the Tobu Group Compliance Basic Policy and the“Compliance Manual.”
Since railway business involves working early morning/late night shifts,
the Company did not actively recruit female staff, especially in field
operations work, until 1999 when regulation restricting female workers
from working late at night was lifted. However, the Company now does
not set hiring criteria based on gender, and strives to create an internal
environment where everyone can fully demonstrate their abilities over thelong term and wants to continue working. Going forward, the Company willcontinue to promote diversity and inclusion through training andenlightenment, as well as initiatives to secure diverse human resources, andfurthermore, to contribute to the retention of human resources so that they cancontinue to work for a long time with peace of mind.
We have various unique systems to support employees, such as a shortened
working hour system for parents with a child is in the third grade of elementary
school or younger, a staggered working hour system, a re-employment systemthat allows employees who resigned due to pregnancy, childbirth, childcare,nursing, or other unavoidable circumstances to resume working, company
housing with childcare support, and a day-care center for employees. Thus, theCompany strives to develop systems and environments that contribute to worklife balance of our employees.
Further details are published on the Company’s website(https://www.tobu.co.jp/corporation/employee/worksupport/).

27

IV

Matters Related to the Internal Control System

1. Basic Views on Internal Control System and the Progress of System Development
Basic views on internal control system and the progress of system development are contained in the
Annual Securities Report. The Annual Securities Report is posted on the Company’s website.
(https://www.tobu.co.jp/ir/fr/)
2. Basic Views on Eliminating Anti-Social Forces
1. Basic principles
The Company shall stand firmly against the anti-social forces that threaten order and security ofcivic society, rejecting categorically any demand, etc. therefrom.
2. Status of development
The Company has, with a view to preventing the anti-social forces from interfering with its
management activities, as well as from inflicting damage, introduced the anti-social forces exclusion
clause in the wording of contracts with business partners, while including in the Compliance Manualthe procedure to deal with the anti-social forces, as measures to ensure that such procedure be known
to all officers and employees. In order to be prepared against undue demand by the anti-social forces,
General Affairs and Legal Department has been appointed as the department responsible forcoordinating actions against the anti-social forces, including development of close collaboration,from peacetime, with the external expert organizations such as the police authority, Tokyo
Metropolitan Center for Elimination of Crime Syndicates and attorneys, for gathering and managing
information on the anti-social forces, while relevant trainings are provided to the Group companies
as appropriate through the “Tobu Group Liaison Council.” In the event of undue demand by the antisocial forces, actions to be taken shall follow the basic and specific procedures to deal with suchdemand as part of the countermeasures against the anti-social forces including organized crimegroups, as presented by Tokyo Metropolitan Center for Elimination of Crime Syndicates, etc.

28

V

Other

1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures Updated

Not Adopted

Supplementary Explanation Updated
The Company decided, by the resolution at a meeting of the Board of Directors held on May 16, 2024,
to discontinue countermeasures in response to large-scale purchase of shares of the Company(Acquisition Response Policy) (hereinafter the “Response Policy”) and to abolish them upon
the conclusion of the 204th Annual General Meeting of Shareholders on June 21, 2024, thescheduled expiration date of the Response Policy.
Even after the abolition of the Response Policy, the Company will further promote initiatives to ensureand enhance the common interests of shareholders. In the event there is a large-scale purchase of theCompany’s shares that may damage efforts to ensure and enhance the common interests of shareholders,the Company will request the party carrying out the purchase to provide sufficient time and informationnecessary for our shareholders to determine the merits of the purchase. Then, the Company will
formulate appropriate measures when required within the scope permitted by the Financial Instruments
and Exchange Act, the Companies Act and other related laws and regulations, while respecting theopinions of independent Outside Directors.
The Company’s basic policy with respect to the attitude which ought to be taken by persons who
control over the decisions on the financial as well as business policies of the Company following theabolition of the Response Policy is contained in the Annual Securities Report. The Annual Securities
Report is posted on the Company’s website. (https://www.tobu.co.jp/ir/fr/)

2. Other Matters concerning Corporate Governance System[Outline of Timely Disclosure System]
1. Basic Stance on Timely Disclosure
The Company has, for the purpose of ensuring management transparency to shareholders,investors and society in general, set out the policy for active disclosure of information such as
operating results and status of business under the IR guidelines, which is posted on the Company’s
website.
Furthermore, the “Tobu Group Compliance Basic Policy” has been established as guidelines
for the officers and employees of the Group, in which our primary attitude is described in astatement “On the basis of the trust of investors earned through timely and appropriate
information disclosure, we will promote conscientious corporate activities, aiming to enhance
corporate value through business development flexibly adapting to the change in businessenvironment,” in an effort to have it known across the Group.
2. Internal System for Timely Disclosure
Timely disclosure of the corporate information subject to timely disclosure in accordance with therules of Tokyo Stock Exchange, and other information that may influence the share price of theCompany (hereinafter collectively the “information for timely disclosure”) is managed as follows,by the Executive Officer in charge of General Affairs and Legal Department acting as the officer
responsible for handling information.
(1) Collection of information for timely disclosure and decision to make timely disclosure
In the event of information for timely disclosure arising at each department as well as the Group
company, the concerned department (Group Administration Division of the Company in the case of29

information arising in the Group companies) verifies such information, and reports it to theGeneral Affairs and Legal Department. If it is not certain whether such information constitutes theinformation for timely disclosure, concerned officers including primarily the Executive Officer incharge of General Affairs and Legal Department consults to determine whether such information
should be subject to timely disclosure.
(2) Timely disclosure to Tokyo Stock ExchangeManagement decisions and financial information are approved first by the Board of Directors, andthen they are further approved by the President, Representative Directors, and the officer in charge ofthe General Affairs and Legal Department and served for timely disclosure by the General Affairsand Legal Department. Regarding occurrences of events, they are approved by the President,
Representative Directors, and the Executive Officer in charge of General Affairs and Legal Department
and served for timely disclosure by the General Affairs and Legal Department after the events occurred.

30

31

32