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 5, 2023
To Our Shareholders:
Shigeru Egusa, Representative Director and President
NIPPON RIETEC CO., LTD.
6 Kandanishikicho 1-chome, Chiyoda-ku, Tokyo

Notice of the 14th Annual General Meeting of Shareholders
You are hereby notified that the 14th 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 14th 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 Monday, June 26, 2023 (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 Monday, June 26, 2023 (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 Monday, June 26,
2023.

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1. Date and Time: Tuesday, June 27, 2023 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
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
14th fiscal term (from April 1, 2022 to March 31, 2023)
2. Report on the Non-consolidated Financial Statements for the 14th fiscal term (from April 1, 2022 to March
31, 2023)
Matters to be resolved:
Proposal No. 1
Proposal No. 2

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

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.

-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:
1. 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 ¥27 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 ¥673,683,804.

(3)Effective date of dividend of surplus
June 28, 2023

2. Other appropriation of surplus(1)

Item of surplus to be decreased and amount of decrease
Retained earnings brought forward:(2)¥1,000,000,000

Item of surplus to be increased and amount of increase
General reserve:¥1,000,000,000-3-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 eight 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, after reducing the number by one, to make the decision-making of theBoard of Directors swifter and more flexible.
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
No.

Name

Current position and area of responsibility
in the Company

Attributes ofcandidate1

Shigeru Egusa

Representative Director and President

Reelection

2

Shoji Tanabe

Director and Chairman

Reelection

3

Masaaki Sawamura

Director, General Manager of Corporate
Planning Department and Finance Department,
Head of General Training Center, and in charge Reelectionof Personnel Department and Materials
Department

4

Naomi Inoue

Outside Director

Reelection
OutsideIndependent

5

Hirohisa Hokari

Outside Director

Reelection
OutsideIndependent

6

Yuki Saito

New election
OutsideNaoto Higaki

New election
OutsideIndependent

7-4-

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
2 years
1

June 2009
May 2013
May 2013
June 2013
May 2015

Attendance at Board of
Directors meetings for the fiscal
year under review
June 201714/14 (100%)
June 2021
June 2021
June 2021

June 2022

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 (current position)

Number of theCompany’s shares
owned

4,000 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.

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No.

Name
(Date of birth)

Career summary, position, responsibility and significant
concurrent positions
Apr. 1978
Apr. 1987
June 2002

Shoji Tanabe(January 26, 1954)
Reelection
Number of years in office as
Director
11 years2

June 2005
June 2009
June 2012
June 2012
June 2012
June 2012

Attendance at Board of
Directors meetings for the fiscal
June 2012
year under review
14/14 (100%)
June 2013
June 2013
June 2022

Joined Japanese National Railways
Joined East Japan Railway Company
General Manager of Electricity Division ofTokyo Branch Office
Head of Tokyo Electrical Construction Office
Executive Officer and General Manager of
Omiya Branch Office
Joined the Company
Advisor of the Company
Outside Director of Total Electric Management
Service Co., Ltd.
Representative Senior Managing Director,
General Manager of Railway Division, and in
charge of Safety Promotion Department of theCompany
Outside Audit & Supervisory Board Member ofDaido Signal Co., Ltd.
Outside Director of TC Power Line Co., Ltd.
Representative Director and President of theCompany
Director and Chairman of the Company(current position)

Number of theCompany’s shares
owned

38,800 shares

Reasons for nomination as a candidate for Director
Mr. Tanabe has abundant knowledge and experience such as in technology and safety relating to railways and is wellacquainted with the Company’s overall business. He also has served as Representative Senior Managing Director from2012 and Representative Director and President from 2013, and has contributed to the improvement of the Company’s
corporate value. His track record, personality, and the extensive managerial knowledge and capabilities that he brings
will be indispensable going forward, and for that reason, the Company has decided to continuously propose him as a
candidate for Director.

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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
Masaaki Sawamura(September 21, 1963)
Reelection
Number of years in office as
Director
6 years
3

July 2016

June 2017

June 2018

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

June 2022

Oct. 2022

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. (current position)
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 (current position)

Number of theCompany’s shares
owned

3,300 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.

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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.
1 yearMar. 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.
10/10 (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.

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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
Hirohisa Hokari
Apr. 2010
Director General of Operations Department(July 4, 1956)
June 2011
Joined SOHGO SECURITY SERVICES CO.,LTD., serving as Executive Officer and General
Reelection
Manager of Business Planning Department
OutsideFeb. 2012
Senior Executive Officer and Deputy Chief
Independent
Officer of Business Promotion Affairs
June 2014
Director and Senior Executive Officer and- shares
Number of years in office as
Deputy Chief Officer of Business Promotion
Director
Affairs
1 yearApr. 2018
Executive Vice President and Director and
Deputy Chief Officer of Business Promotion
Attendance at Board of
Affairs
Directors meetings for the fiscal
Apr. 2019
Executive Vice President and Director, Deputy
year under review
Chief
Officer of Business Promotion Affairs,
10/10 (100%)and Chief Officer of International Affairs
June 2022
Counselor (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.

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No.

Name
(Date of birth)

Career summary, position, responsibility and significant
concurrent positions

Number of theCompany’s shares
owned

Apr. 1993
May 2006

6

Joined East Japan Railway Company
Section Manager of Signal Communications
Section of Facilities Division of Morioka
Branch Office
Apr. 2009
Section Manager of Signal Communications
Yuki Saito
Construction Planning Section of Electrical &(December 8, 1970)
Signal Network System Department (Planning)
Apr. 2013
Section Manager of Planning Section of
New election
Facilities Division of Sendai Branch OfficeOutsideJune 2015
General Manager of Facilities Division ofNagano Branch Office
Number of years in office as- shares
June 2017
Deputy General Manager of Shinkansen
Director
General Management Group- yearJan. 2019
Deputy General Manager of Shinkansen
General Management of Preparation Office ofAttendance at Board of
Shinkansen General Management Department
Directors meetings for the fiscal
Apr.
2019
DeputyGeneral Manager of Electrical & Signal
year under review
Network
System Department (Planning)-/- (-%)
June 2021
General Manager of Electrical & Signal
Network System Department (Planning)
June 2022
Leader of Planning Unit of Electrical & Signal
Network System Department of Railway
Operations Headquarters (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 Leader of Planning Unit of Electrical & Signal Network System
Department of Railway Operations Headquarters (person who executes business) of said company.
Oct. 2002
Registered as attorney-at-law
Naoto Higaki(December 11, 1968)
Apr. 2008
Established Higaki General Law Office (current
position)
New election
Apr. 2008
Part-time lecturer, Law School of University of
OutsideTsukuba (current position)
Independent
June 2022
Outside Audit & Supervisory Board Member,
Tokushu Tokai Paper Co., Ltd. (current- shares
Number of years in office as
position)
Director- years

7
Attendance at Board of
Directors meetings for the fiscal
year under review-/- (-%)
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.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. Naomi Inoue, Hirohisa Hokari, Yuki Saito and Naoto Higaki are candidates for Outside Director.
3. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company currently has agreementswith Mr. Inoue and Mr. Hokari 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- 10 -

Act. If Mr. Inoue and Mr. Hokari are elected as proposed, the Company plans to again enter into the limited liability
agreement currently under contract. Likewise, if Mr. Saito and Mr. Higaki are elected as proposed, the Company plans toenter into the same limited liability agreement with him.
4. The Company has designated Mr. Inoue and Mr. Hokari as independent officers as provided for by the Tokyo Stock
Exchange, and has submitted notification to the exchange. If the election of the two is approved as proposed, the Company
plans to continuously designate them as independent officers. Likewise, if Mr. Higaki is elected as proposed, the Company
plans to designate him as an independent officer.
5. 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.

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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 new Medium-Term Management Plan established this period, 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

Shigeru Egusa●

Shoji Tanabe●

Masaaki(non-Audit &Supervisory

Sawamura

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

Outside/Independent

Naoto Higaki

OutsideHisao Akeboshi●

Expert domains

Sustainability
Compliance
Human
Finance
DigitalInternal
capital
Accounting
transformation
control
●

●
●

●

●

●

Safetycontrol

Electrical
technology

●

●

●

●

●

●

●

●
●

●

●
●
●

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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