Note: This document has been translated from a part of 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.

(Securities Code: 1938)
June 4, 2024
To Our Shareholders:
Shigeru Egusa, Representative Director and President
NIPPON RIETEC CO., LTD.
6 Kandanishikicho 1-chome, Chiyoda-ku, Tokyo

Notice of the 15th Annual General Meeting of Shareholders
You are hereby notified that the 15th Annual General Meeting of Shareholders of NIPPON RIETEC CO., LTD. (the“Company”) will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing in electronic
format the information that constitutes the content of reference documents for the shareholders meeting, etc. (mattersfor which measures for providing information in electronic format are to be taken). This information is posted oneach of the following websites, so please access either of those websites to confirm the information.
[The Company’s website]
https://www.j-rietec.co.jp/ir/stock/ (in Japanese)(Confirm by accessing the above website of the Company, from Notice of the 15th Annual General Meeting of
Shareholders)[Website for posted informational materials for the general meeting of shareholders]
https://d.sokai.jp/1938/teiji/[TSE website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Access the TSE website by using the Internet address shown above, enter “NIPPON RIETEC CO., LTD.” in “Issue
name (company name)” or the Company’s securities code “1938” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)If you are unable to attend on the day of the meeting, you can exercise your voting rights via postal mail or theInternet in advance. Please review the following reference documents for the shareholders meeting and exercise yourvoting rights before 6:00 p.m. on Tuesday, June 25, 2024 (JST).
[If exercising voting rights in writing]
Please indicate your vote of approval or disapproval of each proposal on the voting form sent with this notice, andsend it by postal mail to arrive at the Company no later than 6:00 p.m. on Tuesday, June 25, 2024 (JST).
[If exercising voting rights via the Internet, etc.]
Please access our designated website for exercising voting rights (https://www.web54.net), follow the on-screen
instructions, and enter your approval or disapproval of each proposal no later than 6:00 p.m. on Tuesday, June 25,
2024.

-1-

1. Date and Time: Wednesday, June 26, 2024 at 10:00 a.m. (JST) (Reception will start at 9:00 a.m.)
2. Place:
Station Conference Manseibashi, 4th Floor, JR Kanda Manseibashi Building
25 Kandasudacho 1-chome, Chiyoda-ku, Tokyo(Please refer to the guide map of the venue at the end)
3. Purpose of the Meeting:
Matters to be reported:
1. Reports on the Business Report, the Consolidated Financial Statements, and the results of audits of theConsolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Committee for the
15th fiscal term (from April 1, 2023 to March 31, 2024)
2. Report on the Non-consolidated Financial Statements for the 15th fiscal term (from April 1, 2023 to March
31, 2024)
Matters to be resolved:
Proposal No. 1
Proposal No. 2
Proposal No. 3
Proposal No. 4

Appropriation of Surplus
Election of Seven Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
Election of Three Directors Who Are Audit & Supervisory Committee Members
Election of One Director Who Is a Substitute Audit & Supervisory Committee Member-

For those attending the meeting on the day, please submit the voting form sent with this notice at the reception desk.

-

If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters
before and after the revisions will be posted on the aforementioned individual websites.

-

In accordance with the provisions of laws and regulations and Article 15 of the Company’s Articles of Incorporation, the following
items are excluded from the paper-based documents delivered to shareholders stating matters subject to measures for electronic
provision.
・“Systems for Ensuring Proper Business Activities and Outline of Operation Status of Such Systems” of the Business Report・“Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” of the Consolidated
Financial Statements

・“Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” of the Nonconsolidated Financial Statements-

Accordingly, the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements included in thepaper-based documents are part of the documents that have been audited by the Financial Auditor and the Audit & Supervisory
Committee in preparation of their accounting audit report and audit report, respectively.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company regards the return of profit to its shareholders as a key management priority, and aims at increasing
return of profit to shareholders and improving capital efficiency through the continuation of stable dividends andopportune acquisition of treasury shares. Regarding profit distribution, the Company’s basic policy is to achieve bothpreparations for sustainable growth into the future and return of profit to shareholders, with optimized distribution,and to determine it with a target total return ratio of 40% as a guideline.
Accordingly, the Company proposes the appropriation of surplus including year-end dividend as follows:
Year-end dividend(1)Type of dividend property
To be paid in cash.

(2)

Allotment of dividend property and the total amountThe Company proposes to pay a year-end dividend of ¥35 per share of common stock of the Company for the
fiscal year under review, comprehensively taking into account matters such as the performance and financial
position of the fiscal year under review as well as future business developments.
In this event, the total dividend amount will be ¥866,293,820.

(3)Effective date of dividend of surplus
June 27, 2024

-3-

Proposal No. 2

Election of Seven Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)

At the conclusion of this meeting, the term of office of all the current seven Directors (excluding Directors who are
Audit & Supervisory Committee Members; applicable to the rest of this proposal) will expire. Accordingly, we would
like to request the election of seven Directors.
In addition, the candidates for Director are determined by the Board of Directors after passing through thedeliberation process of the Consulting Committee (arbitrary).
As for this proposal, the Audit & Supervisory Committee of the Company has judged that all the candidates for
Director are qualified.
The candidates for Director are as follows:
Candidate

Name

No.

1

Shigeru Egusa

2

Kimito Kubo

Current position and area of responsibility
in the Company
Representative Director and President, and in
charge of Audit Department and overall risk

Attributes ofcandidateReelection

New election

3

Masaaki Sawamura

Managing Director, General Manager ofCorporate Planning Department, Head ofGeneral Training Center, and in charge of
Personnel Department and Materials
Department

4

Naomi Inoue

Outside Director

Reelection
OutsideIndependent

Reelection

5

Hirohisa Hokari

Outside Director

Reelection
OutsideIndependent

6

Yuki Saito

Outside Director

Reelection
Outside7

Naoto Higaki

Outside Director

Reelection
OutsideIndependent-4-

Candidate
No.

Name
(Date of birth)

Career summary, position, responsibility and significant
concurrent positions
Apr. 1992
June 2003

Apr. 2006
June 2007

Shigeru Egusa(September 16, 1963)
Reelection
Number of years in office as
Director
3 years
1

June 2009
May 2013
May 2013
June 2013
May 2015

Attendance at Board of
Directors meetings for the fiscal June 2017
year under review
June 2021
14/14 (100%)
June 2021
June 2021

June 2022
June 2023

Joined East Japan Railway Company
Section Manager of Signal Communications
Section of Electricity Division of Tokyo Branch
OfficeSection Manager of Planning Section ofElectricity Division of Tokyo Branch Office
General Manager of General Affairs Division ofMorioka Branch Office
Deputy Head of Tokyo Electrical System
Development Construction OfficeSeconded to the Company
Deputy General Manager of Railway Division
Director, General Manager of Railway Division
Deputy General Manager of Electrical & Signal
Network System Department of Railway
Operations Headquarters and Head of Signal
System Management Center of East Japan
Railway Company
Head of Tokyo Electrical System Development
Construction Office
Joined the Company
Advisor of the Company
Managing Director, General Manager ofCorporate Planning Department, and in chargeof Audit Department of the Company
Representative Director and President of theCompany
Representative Director and President, and in
charge of Audit Department and overall risk of
the Company (current position)

Number of theCompany’s shares
owned

5,200 shares

Reasons for nomination as a candidate for Director
Mr. Egusa has abundant knowledge and experience such as in technology and safety relating to railways as well as
strong management ability. He also has been contributing to the execution of business and improvement of corporate
value of the Company by serving as Director for two years from 2013, Managing Director from 2021, andRepresentative Director and President from 2022. Since improvement in the effectiveness of the decision-making andsupervisory functions of the Board of Directors can be expected in consideration of his track record, personality, andcapabilities, etc., the Company has decided to continuously propose him as a candidate for Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position, responsibility and significant
concurrent positions
Apr. 1989
Feb. 2002
May 2004

Kimito Kubo
(May 22, 1964)

Feb. 2007
July 2007

New election
June 2009
Number of years in office as
Director– year2

June 2012

June 2014
Attendance at Board of
Directors meetings for the fiscal
year under review
June 2017–/– (–%)
June 2019
June 2021

Joined East Japan Railway Company
Section Manager of Electric Power Section of
Facilities Division of Morioka Branch OfficeSection Manager of Electric Power Section ofElectricity Division of Tokyo Branch OfficeSection Manager of Construction Department
Section Manager of Electrical & Signaling
Network Department
General Manager of Facilities Division of
Chiba Branch Office
General Manager of Electricity Division ofTokyo Branch Office
Deputy General Manager of Investment
Planning Department of Corporate Planning
Headquarters
General Manager in charge of Electrical &Signaling Network Department
General Manager of Inquiry & Audit
Department
Executive Officer and General Manager ofMorioka Branch Office (current position)

Number of theCompany’s shares
owned– shares

Reasons for nomination as a candidate for Director
Mr. Kubo has abundant knowledge and experience such as in technology and safety relating to railways as well as
strong management ability. In consideration of his personality and capabilities, etc., and with the expectation that hewill strengthen the effectiveness of decision-making of the Board of Directors and supervisory functions over overallmanagement, the Company has proposed him as a candidate for Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position, responsibility and significant
concurrent positions
Apr. 1986
Apr. 2002
Apr. 2010

July 2014
July 2014
June 2015
June 2015
July 2016
Masaaki Sawamura(September 21, 1963)

June 2017

Reelection
June 2018
Number of years in office as
Director
7 years3

June 2019
Attendance at Board of
Directors meetings for the fiscal June 2021
year under review
14/14 (100%)
June 2022

Oct. 2022

June 2023

Joined The Fuji Bank, Limited
General Manager of Business Planning
Department of Mizuho Corporate Bank, Ltd.
Executive Officer and General Manager of
Personnel Department of Mizuho Information& Research Institute, Inc.
Seconded to the Company
Deputy General Manager of Corporate
Planning Division
Joined the Company
Executive Officer and Deputy General Manager
of Chuo Branch of Railway Division
Executive Officer, General Manager of Finance
Department, and in charge of Personnel
Department
Director, General Manager of Finance
Department, and in charge of Personnel
Department
Director, General Manager of Finance
Department, and in charge of Audit
Department, Personnel Department andMaterials Department
Outside Audit & Supervisory Board Member ofDaido Signal Co., Ltd.
Director, General Manager of Finance
Department, and in charge of Personnel
Department and Materials Department
Director, General Manager of Corporate
Planning Department and Finance Department,
and in charge of Personnel Department andMaterials Department
Director, General Manager of Corporate
Planning Department and Finance Department,
Head of General Training Center, and in chargeof Personnel Department and Materials
Department
Managing Director, General Manager ofCorporate Planning Department, Head ofGeneral Training Center, and in charge of
Personnel Department and Materials
Department (current position)

Number of theCompany’s shares
owned

4,100 shares

Reasons for nomination as a candidate for Director
Mr. Sawamura has been holding key posts in corporate management such as in finance, personnel and corporate
planning divisions in the Company and in his previous employment. Accordingly, he has abundant knowledge andexperience. He also has been contributing to the execution of business and improvement of corporate value of theCompany as Executive Officer from 2015 and Director from 2017. In consideration of his track record, personality, andcapabilities, etc., the Company has decided to continuously propose him as a candidate for Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position, responsibility and significant
concurrent positions
Apr. 1974
May 1995
May 1998

4

Number of theCompany’s shares
ownedJoined The Fuji Bank, Limited
Manager of Musashikosugi Branch
General Manager of Subsidiaries and Affiliates
Management Division
Apr. 2002
Executive Officer and General Manager ofAffiliated Enterprises Department of Mizuho
Naomi Inoue
Bank, Ltd.
(November 6, 1950)
Jan. 2005
Managing Executive Officer
Apr. 2007
Managing Director
Reelection
Apr. 2008
Joined Mizuho Information & Research
OutsideInstitute, Inc. as Advisor
Independent
Apr. 2008
Audit & Supervisory Board Member of Mizuho
Securities Co., Ltd.
– shares
Number of years in office as
June 2008
Senior Managing Director, Mizuho Information
Director& Research Institute, Inc.
2 yearsMar. 2010
President & CEO
Apr.
2013
JoinedTokiwa Kosan Co., Ltd. as Advisor
Attendance at Board of
June
2013
Representative
Director and President
Directors meetings for the fiscal
June
2013
External
Auditorof TOKYO SEIMITSU CO.,year under review
LTD.
14/14 (100%)
June 2019
External Corporate Director
June 2020
Representative Director and Chairman of
Tokiwa Kosan Co., Ltd.
June 2021
Counselor
June 2022
Outside Director of the Company (current
position)
Reasons for nomination as a candidate for Outside Director and overview of expected role
Mr. Inoue has abundant experience and broad insight gained through his experience as top management of listedcompanies and other organizations. Accordingly, with the expectation that he will oversee the Company’s management
and contribute to strengthening the governance structure through accurate advice and guidance from an objective andprofessional perspective externally, the Company has decided to propose him as a candidate for Outside Director. In
addition, if he is elected as proposed, the Company plans to designate him as a Consultation & Remuneration
Committee member.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position, responsibility and significant
concurrent positions
Apr. 1980
July 2001
Apr. 2007

5

Number of theCompany’s shares
ownedJoined the Bank of Japan
General Manager of Kofu Branch
Director General of Information System
Services Department
Apr. 2010
Director General of Operations Department
June 2011
Joined SOHGO SECURITY SERVICES CO.,
Hirohisa HokariLTD., serving as Executive Officer and General(July 4, 1956)
Manager of Business Planning Department
Feb. 2012
Senior Executive Officer and Deputy Chief
Reelection
Officer of Business Promotion Affairs
OutsideIndependent
June 2014
Director and Senior Executive Officer and
Deputy Chief Officer of Business Promotion– shares
Number of years in office asAffairs
Director
Apr. 2018
Executive Vice President and Director and2 years
Deputy Chief Officer of Business Promotion
Affairs
Attendance at Board ofApr. 2019
Executive Vice President and Director, Deputy
Directors meetings for the fiscal
Chief Officer of Business Promotion Affairs,
year under review
and Chief Officer of International Affairs
13/14 (92.8%)
June 2022
Counselor
June 2022
Outside Audit & Supervisory Board Member of
The Resolution and Collection Corporation(current position)
June 2022
Outside Director of the Company (current
position)
Reasons for nomination as a candidate for Outside Director and overview of expected role
Mr. Hokari has abundant experience and broad insight gained through his experience as an officer of listed companies.
Accordingly, with the expectation that he will oversee the Company’s management, including future sale strategy andglobal expansion, and contribute to strengthening the governance structure through accurate advice and guidance froman objective and professional perspective externally, the Company has decided to propose him as a candidate for
Outside Director. In addition, if he is elected as proposed, the Company plans to designate him as a Consultation &Remuneration Committee member.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position, responsibility and significant
concurrent positions
Apr. 1993
May 2006

6

Number of theCompany’s shares
ownedJoined East Japan Railway Company
Section Manager of Signal Communications
Section of Facilities Division of Morioka
Branch Office
Apr. 2009
Section Manager of Signal Communications
Construction Planning Section of Electrical &Signal Network System Department (Planning)
Apr. 2013
Section Manager of Planning Section of
Yuki Saito
Facilities Division of Sendai Branch Office(December 8, 1970)
June 2015
General Manager of Facilities Division ofNagano Branch Office
Reelection
June 2017
Deputy General Manager of Shinkansen
OutsideGeneral Management Group
Jan. 2019
Deputy General Manager of Shinkansen
Number of years in office as– shares
General Management of Preparation Office of
Director
Shinkansen General Management Department
1 yearApr. 2019
Deputy General Manager of Electrical & Signal
Network System Department (Planning)
Attendance at Board ofGeneral Manager of Electrical & Signal
Directors meetings for the fiscal June 2021
Network System Department (Planning)
year under review
June
2022
Leader of Planning Unit of Electrical & Signal
9/10 (90%)
Network System Department of Railway
Operations Headquarters
June 2023
Executive Officer and General Manager ofElectrical & Signal Network System
Department of Railway Operations
Headquarters (current position)
June 2023
Outside Director of the Company (current
position)
Reasons for nomination as a candidate for Outside Director and overview of expected role
Mr. Saito has never been involved in the management of a company. He, however, has abundant knowledge andexperience such as in technology and safety relating to railways as well as strong management ability. Also, with the
expectation that he will offer accurate advice on the Company’s management and appropriately oversee the executionof business from an objective and professional perspective externally, the Company has decided to propose him as a
candidate for Outside Director. Mr. Saito is receiving payment such as salaries from East Japan Railway Company,
which is a major business partner, since he is General Manager of Electrical & Signal Network System Department ofRailway Operations Headquarters (person who executes business) of said company.

- 10 -

Candidate
No.

7(Notes) 1.
2.
3.

4.

5.

Name
(Date of birth)

Career summary, position, responsibility and significant
concurrent positions

Naoto Higaki(December 11, 1968)

Oct. 2002
Apr. 2008

Reelection
OutsideIndependent

Apr. 2008

Number of years in office as
Director
1 yearJune 2023

June 2022

June 2023

Registered as attorney-at-law
Established Higaki General Law Office (current
position)
Part-time lecturer, Law School of University ofTsukuba (current position)
Outside Audit & Supervisory Board Member,
Tokushu Tokai Paper Co., Ltd.
Outside Director of the Company (current
position)
Outside Director, Audit and Supervisory
Committee Member, Tokushu Tokai Paper Co.,
Ltd. (current position)

Number of theCompany’s shares
owned– shares

Attendance at Board of
Directors meetings for the fiscal
year under review
10/10 (100%)
Reasons for nomination as a candidate for Outside Director and overview of expected role
Mr. Higaki has never been involved in the management of a company, except as an outside officer in the past. He,
however, has abundant knowledge and experience, etc. mainly in corporate legal affairs as a lawyer. Accordingly, withthe expectation that he will strengthen the effectiveness of decision-making and supervisory functions of the Board of
Directors, the Company has decided to propose him as a candidate for Outside Director. In addition, if he is elected as
proposed, the Company plans to designate him as a Consultation & Remuneration Committee member.
There is no special interest between any of the candidates and the Company.
Naomi Inoue, Hirohisa Hokari, Yuki Saito and Naoto Higaki are candidates for Outside Director.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company currently has agreementswith Mr. Inoue, Mr. Hokari, Mr. Saito and Mr. Higaki to limit their liability for damages under Article 423, paragraph (1)of the same Act. The limit on liability for damages under such agreement is the amount provided for by Article 425,
paragraph (1) of the same Act. If Mr. Inoue, Mr. Hokari, Mr. Saito and Mr. Higaki are elected as proposed, the Company
plans to continue the limited liability agreement currently under contract.
The Company has designated Mr. Inoue, Mr. Hokari and Mr. Higaki as independent officers as provided for by the Tokyo
Stock Exchange, and has submitted notification to the exchange. If the election of the three is approved as proposed, theCompany plans to continuously designate them as independent officers.
The Company enters into Directors and Officers Liability Insurance with an insurance company, and damages that occur
under the liability of the insured persons in relation to the execution of their duties or claims received in relation toinvestigation of said liability shall be covered by the insurance contract. When a candidate has been appointed as a Director,
they will become an insured person under this insurance contract. Also, the insurance contract will be renewed with thesame contents at the next time of renewal.

- 11 -

Proposal No. 3

Election of Three Directors Who Are Audit & Supervisory Committee Members

At the conclusion of the meeting, the terms of office of all the current three Directors who are Audit and Supervisory
Committee Members will expire. Accordingly, we would like to request the election of three Directors who are Audit
and Supervisory Committee Members.
In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal.
Candidates for the role of Director who is an Audit & Supervisory Committee Member are as follows:
Candidate

Name

No.

Current position in the Company

Attributes ofcandidate1

Hisao Akeboshi

Outside Director (Audit & Supervisory
Committee Member)

Reelection
Outside2

Sanae Jin

Director (Audit & Supervisory Committee
Member)Reelection

3

Masato Ohno

Outside Director (Audit & Supervisory
Committee Member)

Reelection
OutsideIndependent- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, position and significant concurrent positions
Apr. 1981
Apr. 1987
Dec. 1996

1

Number of theCompany’s shares
ownedJoined Japanese National Railways
Joined East Japan Railway Company
Hisao Akeboshi
Deputy Section Manager of Accounting Section(October 30, 1957)
of Finance Department of Tokyo Regional
Headquarters
Reelection
Feb. 1998
Deputy Section Manager of Finance Section of
OutsideFinance Department of Tokyo Regional
Headquarters
Number of years in office as
Deputy Section Manager of Accounting Section
Outside Director and Audit & July 2000
of Finance Department
Supervisory Committee
MemberMay 2004
Section Manager of Finance Section of General
600 shares
2 years
Affairs Division of Takasaki Branch Office
June 2011
Head of Audit Division of Hachioji Branch
Attendance at Board of
OfficeDirectors and Audit &June 2014
Director and General Manager of FinanceSupervisory Committee
Department of Nippon Hotel Co., Ltd.
meetings for the fiscal year
June 2020
Audit & Supervisory Board Member of theunder review
Company
Board of Directors
June 2022
Retired from Audit & Supervisory Board
14/14 (100%)
MemberAudit & Supervisory Committee
Outside Director and Audit & Supervisory
17/17 (100%)
Committee Member of the Company (current
position)
Reasons for nomination as a candidate for Outside Director who is an Audit & Supervisory Committee Member andoverview of expected role
Mr. Akeboshi has successively been holding key posts in finance and audit divisions at multiple companies in the past,besides being an executive officer of a company. Accordingly, with the expectation that he will offer accurate advice
and oversight of the Company based on the extensive experience and knowledge he gained while serving those roles,
the Company has decided to propose him as a candidate for Outside Director who is an Audit & Supervisory
Committee Member.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, position and significant concurrent positions
Jan. 1989
Apr. 20092

Number of theCompany’s shares
ownedJoined Hoan Kogyo Co., Ltd.
SectionManager of General Affairs Section,
Sanae Jin
Hokkaido
Branch of the Company(March 16, 1964)
Oct. 2010
Chief Section Manager of Planning Section,
Corporate Planning Division
Reelection
July 2011
Section Manager of General Administrative
Center, Corporate Management Division, andNumber of years in office as
Chief Section Manager of Planning Section,
Director and Audit &Corporate Planning Division
Supervisory Committee
Apr. 2012
Seconded to NR Shared Service Co., Ltd.
Member
2 years
Apr. 2012
General Manager of Service Business
5,500 shares
Department
Attendance at Board ofJune 2017
Director and General Manager of Service
Directors and Audit &Business Department
Supervisory Committee
Dec. 2019
General Manager of Audit Department of themeetings for the fiscal year
Company
under review
June 2021
Audit & Supervisory Board Member of theBoard of Directors
Company
14/14 (100%)
June 2022
Retired from Audit & Supervisory Board
Audit & Supervisory Committee
Member17/17 (100%)
Director and Audit & Supervisory Committee
Member of the Company (current position)
Reasons for nomination as a candidate for Director who is an Audit & Supervisory Committee Member
Ms. Jin has successively been holding key posts in finance and audit divisions in the past, besides being an executive
officer of a company, and is well informed about the Company’s business. Accordingly, to have her utilize her abundant
experience and broad insight cultivated there in the Company’s audit function, and ensure effectiveness of the Audit &Supervisory Committee, the Company has decided to propose her as a candidate for Director who is an Audit &Supervisory Committee Member.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary, position and significant concurrent positions
Apr. 1978
July 1986

3(Notes)

1.
2.
3.

4.

5.

Number of theCompany’s shares
ownedJoined National Tax Agency
District Director of Ashikaga Tax Office ofKantoshinetsu Regional Taxation Bureau
July 1989
Director of Administration and Legal Division
Masato Ohno
of Planning and Administration Department of(October 11, 1955)
Sendai Regional Taxation Bureau
May 1994
Consul of Consulate General of Japan in New
Reelection
York of Ministry of Foreign Affairs
OutsideJuly 2002
Assistant Regional Commissioner (Planning
Independent
and Administration) of Kumamoto Regional
Taxation Bureau
Number of years in office as
July 2003
Assistant Regional Commissioner (Planning
Outside Director and Audit &and Administration) of Hiroshima Regional
Supervisory Committee
Taxation Bureau
Member– shares
July 2006
Director of International Operations Division of
2 years
National Tax Agency
July 2009
Vice President of National Printing Bureau
Attendance at Board ofApr. 2011
Counselor of the Minister’s Secretariat of
Directors and Audit &Ministry of FinanceSupervisory Committee
July
2011
Professor of Graduate School of Businessmeetings for the fiscal year
Sciencesof University of Tsukuba
under review
June
2018
OutsideAudit& Supervisory Board Member ofBoard of Directors
theCompany
14/14 (100%)
Professor of Meiji University (current position)
Audit & Supervisory Committee Apr. 2019
June
2022
Retired from Outside Audit & Supervisory
17/17 (100%)
Board Member
Outside Director and Audit & Supervisory
Committee Member of the Company (current
position)
Reasons for nomination as a candidate for Outside Director who is an Audit & Supervisory Committee Member andoverview of expected role
Mr. Ohno has never been involved in the management of a company. He, however, has expertise in tax affairs cultivatedthrough his career in the National Tax Agency, and broad insight as a university professor. Accordingly, with the
expectation that he will contribute to strengthening and enhancing the Company’s audit function through advice andguidance from an objective and professional perspective externally, the Company has decided to propose him as a
candidate for Outside Director who is an Audit & Supervisory Committee Member.
There is no special interest between any of the candidates and the Company.
Hisao Akeboshi and Masato Ohno are candidates for Outside Director.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company currently has agreementswith Mr. Akeboshi, Ms. Jin and Mr. Ohno to limit their liability for damages under Article 423, paragraph (1) of the same
Act. The limit on liability for damages under such agreement is the amount provided for by Article 425, paragraph (1) of
the same Act. If Mr. Akeboshi, Ms. Jin and Mr. Ohno are elected as proposed, the Company plans to continue the limited
liability agreement currently under contract.
The Company has designated Mr. Ohno as an independent officer as provided for by the Tokyo Stock Exchange, and has
submitted notification to the exchange. If he is elected as proposed, the Company plans to continuously designate him as
an independent officer.
The Company enters into Directors and Officers Liability Insurance with an insurance company, and damages that occur
under the liability of the insured persons in relation to the execution of their duties or claims received in relation toinvestigation of said liability shall be covered by the insurance contract. When a candidate has been appointed as a Director,
they will become an insured person under this insurance contract. Also, the insurance contract will be renewed with thesame contents at the next time of renewal.

- 15 -

Proposal No. 4

Election of One Director Who Is a Substitute Audit & Supervisory Committee Member

The Company requests approval for the election of one Director who is a substitute Audit & Supervisory Committee
Member to be ready to fill a vacant position should the number of Directors who are Audit & Supervisory Committee
Members fall below the required number.
In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal.
Candidate for the role of a Director who is a substitute Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, position and significant concurrent positions
Apr. 1976
Apr. 1987

Number of theCompany’s shares
ownedJoined Japanese National Railways
Joined Japan Railway Construction Public
Corporation
Mar. 2004
General Manager of Electricity Department ofRailway Division of Japan Railway
Construction, Transport and Technology
Agency General Manager of ElectricalEngineering Department of Railway Division ofJapan Railway Construction, Transport andTechnology Agency
June 2011
Joined TOHO ELECTRICAL
Shigeru Uchida– shares
CONSTRUCTION CO., LTD.
(June 24, 1951)
June 2011
Director and Deputy General Manager ofGeneral Headquarters
Jan. 2012
Director and Deputy General Manager ofCorporate Management Headquarters
Apr. 2012Managing Director and Deputy General
Manager of Corporate Management
Headquarters
June 2012
Representative Director and President
Sept. 2016
Director and Counselor
June 2017
Counselor
Reasons for nomination as a candidate for Outside Director who is a substitute Audit & Supervisory Committee Member andoverview of expected role
Mr. Uchida has abundant experience and broad insight as a manager of a company. He also has deep knowledge such as intechnology and safety relating to railways. Accordingly, with the expectation that he will contribute to strengthening and enhancing
the Company’s audit structure from an objective and professional perspective externally, the Company has decided to propose him
as a candidate for Outside Director who is a substitute Audit & Supervisory Committee Member.
(Notes) 1. There is no special interest between the candidate and the Company.
2. Shigeru Uchida is a candidate for Outside Director who is a substitute Audit & Supervisory Committee Member.
3. If Mr. Uchida assumes office as Outside Director who is an Audit & Supervisory Committee Member, pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act, the Company plans to enter into an agreement with him to
limit liability for damages under Article 423, paragraph (1) of the same Act with limit of the minimum liability amount
set as provided for by Article 425, paragraph (1) of the same Act.
4. The Company enters into Directors and Officers Liability Insurance with an insurance company, and damages that occur
under the liability of the insured persons in relation to the execution of their duties or claims received in relation toinvestigation of said liability shall be covered by the insurance contract. When a candidate has been appointed as an
Outside Director who is an Audit & Supervisory Committee Member, they will become an insured person under thisinsurance contract. Also, the insurance contract will be renewed with the same contents at the next time of renewal.

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Reference The skills each Director is particularly expected to bring (skill matrix)
The Company recognizes that in order to realize its corporate philosophy, it needs fulfill its duty to contribute to society throughsupporting the construction of infrastructure as described in the Medium-Term Management Plan which started in Fiscal 2022, andrespond to the mandates from all stakeholders.
In order for the Board of Directors to effectively fulfill its roles and responsibilities, and in accordance with the corporate philosophy,
Medium-Term Management Plan, etc., the Company ensures that Board of Directors is balanced and consists from those who possess
the following skills in each field and has a wealth of knowledge and experience, from and outside the Company.
Common domains
Corporate
StatusNamemanagement
Corporate
strategy

Director

Supervisory
Committee

Safetycontrol

Electrical
technology

●

●

●

●

●

Kimito Kubo

●

●

●

●

●

●

●

●

●

Sawamura

Outside/Independent Naomi Inoue
Committee
Outside/Independent Hirohisa Hokari
Member)OutsideYuki Saito
Audit and

Sustainability
Compliance
Human
Finance
DigitalInternal
capital
Accounting
transformation
control

Shigeru Egusa
Masaaki(non-Audit &Supervisory

Expert domains

Outside/Independent

Naoto Higaki

OutsideHisao Akeboshi

●

●

●

●
●

●

●
●
●

Sanae Jin

●
●

●

●

●

●
●
Outside/Independent Masato Ohno
Member(Notes) 1. “Common domains” refers to professional skills commonly required in corporate management and “Expert domains”
refers to professional skills required in the Company’s business.
2. The status “Outside” refers to Outside Director and “Independent” refers to Independent Officer as provided for by the
Tokyo Stock Exchange, Inc.

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