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 2, 2022
To Our Shareholders:
Shoji Tanabe, Representative Director and President
NIPPON RIETEC CO., LTD.
6 Kandanishikicho 1-chome, Chiyoda-ku, Tokyo

Notice of the 13th Annual General Meeting of Shareholders
You are hereby notified that the 13th Annual General Meeting of Shareholders of NIPPON RIETEC CO., LTD.
(the “Company”) will be held as described below.
In order to prevent spread of COVID-19, you are kindly requested to exercise your voting rights in advancein writing or via the Internet if at all possible. For shareholders who are attending the meeting, pleaseconsider taking measures such as wearing a face mask.
[If exercising voting rights in writing]
Please indicate your vote of approval or disapproval of each proposal on the enclosed voting form, and send it bypostal mail to arrive at the Company no later than 6:00 p.m. on Thursday, June 23, 2022 (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 Thursday, June 23,2022.
1. Date and Time: Friday, June 24, 2022 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 Board for the
13th fiscal term (from April 1, 2021 to March 31, 2022)
2. Report on the Non-consolidated Financial Statements for the 13th fiscal term (from April 1, 2021 to March
31, 2022)
Matters to be resolved:
Proposal No. 1
Proposal No. 2
Proposal No. 3
Proposal No. 4
Proposal No. 5
Proposal No. 6
Proposal No. 7

Appropriation of Surplus
Partial Amendments to the Articles of Incorporation
Election of Eight 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
Establishment of Remuneration Amount for Directors (excluding Directors who are Audit& Supervisory Committee Members)
Establishment of Remuneration Amount for Directors Who Are Audit & Supervisory
Committee Members-1-For those attending the meeting on the day, please submit the enclosed voting form at the reception desk. Please also bring this noticeof convocation with you for the sake of resource saving.
Any changes in the Reference Documents for the General Meeting of Shareholders, the Business Report, the Non-consolidated
Financial Statements and the Consolidated Financial Statements will be posted on the Company’s website (URL: https://www.jrietec.co.jp).

-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 adopts a basic
policy of continuous stable dividends with consideration given to the dividend payout ratio, while securing internal
reserves to put the Company on a firmer footing and prepare for future business developments.
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 ¥679,085,127.

(3)

Effective date of dividend of surplus
June 27, 2022

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

Partial Amendments to the Articles of Incorporation(1) Reasons for the proposal
1) The Company proposes to transition to a company with an audit and supervisory committee, which willfurther enhance the supervisory functions of the Board of Directors and strengthen the Company’s corporate
governance structure.
Accordingly, provisions will be newly established for Audit & Supervisory Committee Members and the
Audit & Supervisory Committee as necessary for transition to a company with an audit and supervisorycommittee and delegation of responsibility for deciding important business to the Directors. In addition,
provisions relating to the Audit & Supervisory Board and Audit & Supervisory Board Members will bedeleted.
2) In order to handle future business expansion and diversification of business contents, business purpose isadded to Article 2 (Purpose) of the current Articles of Incorporation.
3) Article 12, paragraph (2) of the current Articles of Incorporation that stipulate the location where the General
Meeting of Shareholders can be held is deleted to expand the options for the location.
4) Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022,
the Company proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
a.

Article 15, paragraph (1) in “Proposed amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders in electronic format.

b.

Article 15, paragraph (2) in “Proposed amendments” below will establish the provision to limit thescope of the items to be stated in the paper-based documents to be delivered to shareholders whorequested the delivery of paper-based documents.

c.

Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will nolonger be required, they will be deleted.

d.

Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.

5) In order to ensure chairmanship of the Board of Directors to be elected flexibly and improve objectivity andtransparency of the Board of Directors, the convener and chairperson of meetings of the Board of Directors asestablished in Article 25 (Convener and Chairmanship of Meeting of the Board of Directors) of the current
Articles of Incorporation are respectively amended to Directors established in advance at the meeting of theBoard of Directors.
6) Article 30 (Liability Agreements with Outside Directors) of the current Articles of Incorporation is amended
in order to also enable the execution of limited liability agreements with non-executive directors and thereby
assist with their demonstration of ability and expected performance as non-executive directors who are not
Outside Directors when executing their duties. This amendment has been approved by all members of the
Audit & Supervisory Board.
7) Amendment of article number, correction of text, and other necessary amendments in accordance with theabove changes.
Amendments to the Articles of Incorporation under this proposal shall take effect at the conclusion of the meeting.

-4-

(2) Details of the amendments
The details of the amendments are as follows:(Amendments are underlined.)

Current Articles of Incorporation
Chapter I
General Provisions

Proposed amendments
Chapter I
General Provisions

Article 1.
<Omitted>
Article 1.
<Unchanged>(Purpose)(Purpose)
Article 2.
Article 2.
The purpose of the Company shall be to engage in the
The purpose of the Company shall be to engage in thefollowing business activities:
following business activities:(1) to (8)<Omitted>(1) to (8)<Unchanged><Newly established>(9) Lease, sale (including installment sales),and maintenance of movable properties(9) All businesses that are incidental to those(10) All businesses that are incidental to thosementioned in the preceding items.
mentioned in the preceding items.
Article 3.
<Omitted>
Article 3.
<Unchanged>(Organs)(Organs)
Article 4.
Article 4.
The Company shall have, in addition to the general
The Company shall have, in addition to the general
meeting of shareholders and Directors, the following
meeting of shareholders and Directors, the following
organs:organs:(1) Board of Directors(1) Board of Directors(2) Audit & Supervisory Board Members(2) Audit & Supervisory Committee(3) Audit & Supervisory Board<Deleted>(4) Financial Auditor(3) Financial Auditor
Article 5.
<Omitted>
Article 5.
<Unchanged>
Chapter II
Shares
Article 6. to 11.

<Omitted>

Chapter III
General Meeting of Shareholders(Convocation)
Article 12.
1. An annual general meeting of shareholders of
the Company shall be convened in June every
year. An extraordinary general meeting ofshareholders shall be convened whenevernecessary.
2. A general meeting of shareholders may be
convened at the location of the Company’s head
office or a nearby location, or any location in
Matsudo City, Chiba.
Article 13.
<Omitted>(Convener and Chairmanship of General Meeting of
Shareholders)
Article 14.
1. The President shall convene general meetings ofshareholders and chair the meetings.

Chapter II
Shares
Article 6. to 11.

<Unchanged>

Chapter III
General Meeting of Shareholders(Convocation)
Article 12.
An annual general meeting of shareholders of theCompany shall be convened in June every year. An
extraordinary general meeting of shareholders shall be
convened whenever necessary.
<Deleted>

Article 13.
<Unchanged>(Convener and Chairmanship of General Meeting of
Shareholders)
Article 14.
1. The Representative Director and President shallconvene general meetings of shareholders andchair the meetings.
-5-

2.

Current Articles of Incorporation
If the post of President is vacant or
circumstances prevent the President fromchairing a meeting, another Director shall standin as chairperson according to the orderpreviously determined by the Board of
Directors.

2.

(Internet Disclosure and Deemed Provision of Reference
Documents of the General Meeting of Shareholders)
Article 15.
When the Company convenes a general meeting ofshareholders, if it discloses information that is to bestated or indicated in the reference documents of thegeneral meeting of shareholders, business report,
financial statements and/or consolidated financial
statements through the internet in accordance with theprovisions prescribed by the Ministry of Justice Order,
it may be deemed that the Company has provided thisinformation to shareholders.

<Newly established><Newly established>

Article 16. to 18.

<Omitted>

Proposed amendments
If the post of Representative Director andPresident is vacant or circumstances prevent theRepresentative Director and President fromchairing a meeting, another Director shall standin as chairperson according to the orderpreviously determined by the Board of
Directors.

<Deleted>(Provision of Informational Materials for the General
Meeting of Shareholders in Electronic Format)
Article 15.
1. When the Company convenes a general meetingof shareholders, it shall take measures forproviding information that constitutes thecontent of reference documents for the general
meeting of shareholders, etc. in electronic
format.
2. Among items for which the measures forproviding information in electronic format will
be taken, the Company may remove thenecessity for all or some of those items
designated by the Ministry of Justice Orderfrom statements in the paper-based documents
to be delivered to shareholders who requested
the delivery of paper-based documents by therecord date of voting rights.
Article 16. to 18. <Unchanged>

Chapter IV
Directors and Board of Directors

Chapter IV
Directors and Board of Directors(Number of Directors)
Article 19.
The Company shall have not more than 20 Directors.

(Number of Directors)
Article 19.
1. The Company shall have not more than 20
Directors (excluding Directors who are Audit &Supervisory Committee Members).
2. The Company shall have not more than five
Directors who are Audit & Supervisory
Committee Members.

<Newly established>-6-

Current Articles of Incorporation
Proposed amendments(Election of Directors)(Election of Directors)
Article 20.
Article 20.
1. Directors shall be elected at a general meeting of
1. Directors shall be elected separately forshareholders.
Directors who are Audit & Supervisory
Committee Members and other Directors by
resolution of a general meeting of shareholders.
2. <Unchanged>
2. Resolutions on the election of a Director shall bemade by a majority of the votes of theshareholders present at the meeting where theshareholders holding at least one-third of thevoting rights of the shareholders entitled toexercise their votes at such meetings are present.
3. Election of Directors shall not be conducted by
3. <Unchanged>
cumulative voting.
<Newly established>
4. In accordance with legal provisions, theCompany may elect a substitute Director who is
an Audit & Supervisory Committee Member at
the general meeting of shareholders in the casethat the number of Directors who are Audit &Supervisory Committee Members, as stipulated
by laws and regulations, is insufficient.
<Newly established>
5. The effective term of the resolution for electionof a substitute Director who is an Audit &Supervisory Board Member set forth in thepreceding paragraph shall expire at the
beginning of the general meeting ofshareholders pertaining to the last business year
ending within two years from the time of such
resolution.
(Term of Office of Directors)(Term of Office of Directors)
Article 21.
Article 21.
The term of office of a Director shall expire at the
1. The term of office of a Director (excluding
conclusion of the annual general meeting of
Directors who are Audit & Supervisory
shareholders for the last business year out of theCommittee Members) shall expire at thebusiness years terminating within one year after theconclusion of the annual general meeting ofelection of the Director.
shareholders for the last business year out of thebusiness years terminating within one year after
the election of the Director.
<Newly established>
2. The term of office of a Director who is an Audit& Supervisory Board Member shall expire at
the conclusion of the annual general meeting ofshareholders for the last business year out of thebusiness years terminating within two years
after the election of the Audit & Supervisory
Board Member.

-7-

Current Articles of Incorporation<Newly established>

Proposed amendments
3. The term of office of a Director who is an Audit& Supervisory Committee Member who is
elected as the substitute for a Director who is an
Audit & Supervisory Committee Member who
retired from office before the expiration of theterm of office shall continue until the time theterm of office of the Director who is an Audit &Supervisory Committee Member who retired
from office is to expire.
(Representative Directors)(Directors with Special Titles)
Article 22.
Article 22.
The Director and President acts as representative of the The Board of Directors may appoint, by its resolution,
Company, and the Board of Directors may, by its
one Director and Chairman, one Director and President,
resolution, appoint Representative Directors fromone or a small number of Director and Vice Presidents,
among the Director and Chairman, the Director andone or a small number of Senior Managing Directors,
and one or a small number of Managing Directors from
Vice Presidents, and the Senior Managing Directors.
among the Directors (excluding Directors who are
Audit & Supervisory Committee Members).
(Directors with Special Titles)(Representative Directors)
Article 23.
Article 23.
The Board of Directors may appoint, by its resolution,
The Director and President acts as representative of theone Director and Chairman, one Director and President, Company, and the Board of Directors may, by its
one or a small number of Director and Vice Presidents, resolution, appoint Representative Directors fromone or a small number of Senior Managing Directors,
among the Director and Chairman, the Director andVice Presidents, and the Senior Managing Directors.
and one or a small number of Managing Directors.
(Remuneration, etc. for Directors)(Remuneration, etc. for Directors)
Article 24.
Article 24.
Remuneration, bonuses and other economic benefits
Remuneration, bonuses and other economic benefits
given by the Company in consideration for the
given by the Company in consideration for the
execution of duties to Directors shall be determined by execution of duties to Directors shall be determined
resolution of a general meeting of shareholders.
separately for Directors who are Audit & Supervisory
Committee Members and other Directors by resolutionof a general meeting of shareholders.
(Convener and Chairmanship of Meeting of the Board of (Convener and Chairmanship of Meeting of the
Directors)
Board of Directors)
Article 25.
Article 25.
1. The President shall convene Board of Directors
1. Unless otherwise provided for by laws andand chair the meetings.
regulations, the President shall convene themeetings of the Board of Directors.
<Newly established>
2. Notwithstanding the provision of the preceding
paragraph, Audit & Supervisory Committee
Members appointed by the Audit & Supervisory
Committee may convene meetings of the Boardof Directors.
3. A Director previously determined by the Board
2. If the post of President is vacant or
circumstances prevent the President fromof Directors shall stand as chairperson.
chairing a meeting, another Director shall standHowever, if the post of Director is vacant orin as chairperson according to the ordercircumstances prevent the Director frompreviously determined by the Board ofchairing a meeting, another Director shall standDirectors.
in as chairperson according to the orderpreviously determined by the Board of
Directors.

-8-Current Articles of Incorporation(Notice of Meeting of the Board of Directors)
Article 26.
A notice for convening a meeting of the Board of
Directors shall be given to each Director and Audit &Supervisory Board Member no later than three days
prior to the date of the meeting. However, this period
may be shortened if necessitated by an emergency.
<Newly established>(Method of Resolutions of the Board of Directors)
Article 27.
1. Resolutions of the Board of Directors shall be
adopted by a majority of the votes of the
Directors present at the meeting where amajority of the Directors entitled to vote ispresent.
2. The Company shall deem that a resolution of theBoard of Directors has been made in cases
where the requirements set forth in Article 370of the Companies Act have been fulfilled withrespect to matters that are the purpose of aresolution made by the Board of Directors.

Proposed amendments(Notice of Meeting of the Board of Directors)
Article 26.
A notice for convening a meeting of the Board of
Directors shall be given to each Director no later than
three days prior to the date of the meeting. However,this period may be shortened if necessitated by anemergency.
2. When there is consent from all of the Directors,
Board of Directors meetings may be convened
without going through the convocation
procedure.
(Method of Resolutions of the Board of Directors)
Article 27.
1. Resolutions of the Board of Directors shall be
adopted by a majority of the votes of the
Directors present at the meeting where amajority of the Directors entitled to vote ispresent.
2. <Unchanged>(Responsibility for Execution of Important Business)
Article 28.
Pursuant to the provisions of Article 399-13, paragraph(6) of the Companies Act, the Company may entrust to
Directors all or part of its decisions on the execution ofimportant business (excluding items listed in paragraph(5) of the same Article) by resolution of the Board of
Directors.
(Minutes of Meeting of the Board of Directors)(Minutes of Meeting of the Board of Directors)
Article 29.
Article 28.
The summary of the proceedings of a meeting of the
The summary of the proceedings of a meeting of theBoard of Directors, the results thereof and other matters Board of Directors, the results thereof and other matters
stipulated by laws and regulations shall be entered or
stipulated by laws and regulations shall be entered orrecorded in the minutes of the meeting, which shall bear recorded in the minutes of the meeting, which shallthe names and seals or the electronic signatures of thebear the names and seals or the electronic signatures of
Directors and Audit & Supervisory Board Members
the Directors present at the meeting.
present at the meeting.
<Newly established>

Article 29.
<Omitted>
Article 30.
<Unchanged>(Limited Liability Agreements with Outside Directors) (Limited Liability Agreements with Directors)
Article 30.
Article 31.
The Company may enter into agreements with Outside The Company may enter into agreements with
Directors to limit their liabilities as provided for in
Directors (excluding those who are executive directors)
Article 423, paragraph (1) of the Companies Act to the to limit their liabilities as provided for in Article 423,
paragraph (1) of the Companies Act to the extent
extent stipulated by laws and regulations, as long as
stipulated by laws and regulations, as long as they act
they act in good faith and without gross negligence.
in good faith and without gross negligence.
Chapter V
Audit & Supervisory Board Members
and Audit & Supervisory Board

Chapter V
Audit & Supervisory Committee-9-Current Articles of Incorporation(Number of Audit & Supervisory Board Members)
Article 31.
The Company shall have not more than five Audit &Supervisory Board Members.
(Election of Audit & Supervisory Board Members)
Article 32.
1. Audit & Supervisory Board Members shall beelected at a general meeting of shareholders.
2. Resolutions on the election of an Audit &Supervisory Board Member shall be made by amajority of the votes of the shareholders present
at the meeting where the shareholders holding atleast one-third of the voting rights of theshareholders entitled to exercise their votes atsuch meetings are present.
3. In accordance with the provisions of Article 329,
paragraph (3) of the Companies Act, theCompany may elect a substitute Audit &Supervisory Board Member at the general
meeting of shareholders in the case that the
number of Audit & Supervisory Board
Members, as stipulated by laws and regulations,is insufficient.
4. The effective term of the resolution for electionof a substitute Audit & Supervisory Board
Member set forth in the preceding paragraphshall expire at the beginning of the general
meeting of shareholders pertaining to the lastbusiness year ending within four years from thetime of such resolution.
(Term of Office of Audit & Supervisory Board Members)
Article 33.
1. The term of office of an Audit & Supervisory
Board Member shall expire at the conclusion of
the annual general meeting of shareholders forthe last business year out of the business years
terminating within four years after the electionof the Audit & Supervisory Board Member.
2. The term of office of an Audit & Supervisory
Board Member who is elected as the substitutefor an Audit & Supervisory Board Member who
retired from office before the expiration of theterm of office shall continue until the time theterm of office of the Audit & Supervisory Board
Member who retired from office is to expire.
(Full-Time Audit & Supervisory Board Members)
Article 34.
The Audit & Supervisory Board shall appoint full-time
Audit & Supervisory Board Member(s) by its
resolution.

- 10 -

Proposed amendments<Deleted><Deleted><Deleted><Deleted><Deleted><Deleted><Deleted><Deleted>

Current Articles of Incorporation
Proposed amendments(Remuneration, etc. for Audit & Supervisory Board
Members)
Article 35.
<Deleted>Remuneration, bonuses and other economic benefits
given by the Company in consideration for the
execution of duties to Audit & Supervisory Board
Members shall be determined by resolution of a general
meeting of shareholders.
(Notice of Meeting of the Audit & Supervisory Board) (Notice of Meeting of the Audit & Supervisory
Committee)
Article 36.
Article 32.
A notice for convening a meeting of the Audit &1. A notice for convening a meeting of the Audit
Supervisory Board shall be given to each Audit && Supervisory Committee shall be given to
Supervisory Board Member no later than three days
each Audit & Supervisory Committee Member
prior to the date of the meeting. However, this period
no later than three days prior to the date of the
may be shortened if necessitated by an emergency.
meeting. However, this period may be shortened
if necessitated by an emergency.
<Newly established>
2. When there is consent from all of the Audit &Supervisory Committee Members, meetings of
the Audit & Supervisory Committee may be
convened without going through theconvocation procedure.
(Method of Resolutions of the Audit & Supervisory(Method of Resolutions of the Audit & Supervisory
Board)
Committee)
Article 37.
Article 33.
Unless otherwise provided for by laws and regulations, Resolutions of the Audit & Supervisory Committee
resolutions of the Audit & Supervisory Board shall beshall be adopted by a majority of the votes of the Audit
made by a majority of the votes of Audit & Supervisory & Supervisory Committee Members present at theBoard Members.
meeting where a majority of the Members entitled tovote is present.
(Minutes of Meeting of the Audit & Supervisory Board) (Minutes of Meeting of the Audit & Supervisory
Committee)
Article 34.
Article 38.
The summary of the proceedings of a meeting of the
The summary of the proceedings of a meeting of the
Audit & Supervisory Board, the results thereof and
Audit & Supervisory Committee, the results thereof
other matters stipulated by laws and regulations shall be and other matters stipulated by laws and regulations
entered or recorded in the minutes of the meeting,shall be entered or recorded in the minutes of thewhich shall bear the names and seals or the electronic
meeting, which shall bear the names and seals or thesignatures of the Audit & Supervisory Board Members electronic signatures of the Audit & Supervisory
present at the meeting.
Committee Members present at the meeting.
(Regulations of the Audit & Supervisory Board)(Regulations of the Audit & Supervisory Committee)
Article 39.
Article 35.
Matters concerning the Audit & Supervisory Board
Matters concerning the Audit & Supervisory
shall be governed by the Regulations of the Audit &Committee shall be governed by the Regulations of theSupervisory Board established by the Audit &Audit & Supervisory Committee established by theSupervisory Board, in addition to applicable laws andAudit & Supervisory Committee, in addition toregulations and Articles of Incorporation.
applicable laws and regulations and Articles ofIncorporation.

- 11 -

Current Articles of Incorporation(Limited Liability Agreements with Outside Audit &Supervisory Board Members)
Article 40.
The Company may enter into agreements with Outside
Audit & Supervisory Board Members to limit their
liabilities as provided for in Article 423, paragraph (1)of the Companies Act to the extent stipulated by laws
and regulations, as long as they act in good faith andwithout gross negligence.
Chapter VI
Financial Auditor
Article 41. to 42. <Omitted>

Article 43. to 44.

Chapter VII
Accounting<Omitted><Newly established><Newly established><Newly established>

Proposed amendments<Deleted>

Article 36. to 37.

Chapter VI
Financial Auditor<Unchanged>

Article 38. to 39.

Chapter VII
Accounting<Unchanged>

Supplementary Provisions(Transitional Measures for Providing Informational
Materials for the General Meeting of Shareholders inElectronic Format)
1. The amendment to the Articles of Incorporation
pertaining to Article 15 shall be effective fromthe date of enforcement of the revised
provisions provided for in the proviso to Article
1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No.
70 of 2019) (hereinafter referred to as the “Dateof Enforcement”).
2. Notwithstanding the provision of the preceding
paragraph, Article 15 of the Articles ofIncorporation (Internet Disclosure and Deemed
Provision of Reference Documents for the
General Meeting of Shareholders) shall remain
effective regarding any general meeting ofshareholders held on a date within six months
from the Date of Enforcement.
3. These Supplementary Provisions shall bedeleted on the date when six months haveelapsed from the Date of Enforcement or threemonths have elapsed from the date of thegeneral meeting of shareholders in thepreceding paragraph, whichever is later.

- 12 -

Proposal No. 3

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

When there is approval of Proposal No. 2 “Amendment to the Articles of Incorporation” in its original form, theCompany becomes a company with audit and supervisory committee, and the term of office of all seven Directors
will expire when the amendment to the Articles of Incorporation takes effect.
Therefore, the Company proposes the election of eight Directors (excluding, however, Directors who are Audit &Supervisory Committee Members; applicable to the rest of this proposal). This proposal can only take effect after
Proposal No. 2 “Amendment to the Articles of Incorporation” takes effect.
The candidates for Director are as follows:In addition, the candidates for Director are determined by the Board of Directors after passing through thedeliberation process of the Consulting Committee (arbitrary).
candidate
no.

Name

Current position and area of responsibility
in the Company

Attributes ofcandidate1

Shigeru Egusa

Managing Director, General Manager ofCorporate Planning Department, and in chargeof Audit Department

Reelection

2

Shoji Tanabe

Representative Director and President

Reelection

Ikuo Omori

Managing Director, General Manager of General
Affairs Department, and in charge of overall
Reelection
compliance and risk

Masaaki Sawamura

Director, General Manager of Finance
Department, and in charge of Personnel
Department and Materials Departments

Reelection

3

4

5

Yuji Kitahara

Outside Director

Reelection
OutsideIndependent

6

Osamu Kato

Outside Director

Reelection
Outside7

Naomi Inoue

New election
OutsideIndependent

8

Hirohisa Hokari

New election
OutsideIndependent- 13 -

Candidate
No.

Name
(Date of birth)

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

Apr. 2006

Shigeru Egusa(September 16, 1963)
Reelection
Number of years in office as
Director
1 year1

June 2007
June 2009
May 2013
May 2013
June 2013
May 2015

Attendance at Board of
Directors meetings for the fiscal
year under review
June 201710/10 (100%)
June 2021
June 2021
June 2021

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 (current
position)

Number of theCompany’s shares
owned

3,000 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, and Managing Director from 2021. Since
improvement in the effectiveness of the decision-making and supervisory functions of the Board of Directors can be
expected in consideration of his track record, personality, and capabilities, etc., the Company has decided tocontinuously propose him as a candidate for Director.

- 14 -

Candidate
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
10 years2

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

Attendance at Board of
Directors meetings for the fiscal
year under review
June 201214/14 (100%)
June 2013
June 2013

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 (current position)

Number of theCompany’s shares
owned

36,100 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.

- 15 -

Candidate
No.

Name
(Date of birth)

Career summary, position, responsibility and significant
concurrent positions
Apr. 1980
Apr. 1987
Nov. 2012
July 2015
July 2015

Ikuo Omori(February 13, 1958)

July 2016

Reelection
June 2017
Number of years in office as
Director
5 years3

Mar. 2018
June 2018

Attendance at Board of
Directors meetings for the fiscal
year under review
14/14 (100%)
June 2018

June 2021

Joined Japanese National Railways
Joined East Japan Railway Company
Head of Audit Division of Tokyo Branch OfficeSeconded to the Company
General Manager of General Affairs
Department of Corporate Management Division
Executive Officer, General Manager of General
Affairs Department, and in charge of Audit
Department
Director, General Manager of General Affairs
Department, and in charge of Audit Department
and compliance
Joined the Company
Managing Director, General Manager ofCorporate Planning Department, General
Manager of General Affairs Department, and in
charge of compliance
Outside Director of Total Electric Management
Service Co., Ltd. (current position)
Managing Director, General Manager ofGeneral Affairs Department, and in charge ofcompliance and overall risk of the Company(current position)

Number of theCompany’s shares
owned

1,900 shares

Reasons for nomination as a candidate for Director
Mr. Omori has been holding key posts in corporate management such as in general affairs and audit divisions in the
Company and in his previous employment. Accordingly, he has abundant knowledge and experience, as well as broad
insight on railways. He also has been contributing to the execution of business and improvement of corporate value of
the Company by serving as Executive Officer from 2016, Director from 2017, and Managing Director from 2018. In
consideration of his track record, personality, and capabilities, etc., the Company has decided to continuously propose
him as a candidate for Director.

- 16 -

Candidate
No.

Name
(Date of birth)

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

Masaaki Sawamura(September 21, 1963)
Reelection
Number of years in office as
Director
5 years
4

July 2014
July 2014
June 2015
June 2015
July 2016

June 2017

Attendance at Board of
Directors meetings for the fiscal
June 2018
year under review
14/14 (100%)

June 2019
June 2021

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 (current
position)

Number of theCompany’s shares
owned

2,500 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.
Apr. 1978
Appointed as Public Prosecutor
Yuji Kitahara(October 4, 1953)
Apr. 1985
Registered as attorney-at-law
Mar. 1990
Established Eiwa Law Office (current position)
Reelection
June 2010
Outside Audit & Supervisory Board Member of
Outsidethe Company
Independent
June 2016
Outside Director of the Company (current
position)- shares
Number of years in office as
outside Director
6 years
5

Attendance at Board of
Directors meetings for the fiscal
year under review
13/14 (92%)
Reasons for nomination as a candidate for Outside Director and overview of expected role
Mr. Kitahara 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, and rich audit
experience as one who has experienced being an outside Audit & Supervisory Board Member of the Company.
Accordingly, with the expectation that he will strengthen the effectiveness of decision-making and supervisory
functions of the Board of Directors, the Company has decided to continuously 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.

- 17 -

Candidate
No.

Name
(Date of birth)

Career summary, position, responsibility and significant
concurrent positions
Apr. 1990
June 2003

6

Number of theCompany’s shares
ownedJoined East Japan Railway Company
Section Manager of Electric Power Section of
Facilities Division of Takasaki Branch Office
June 2005
General Manager of Facilities Department ofRailway Operations Headquarters
June 2007
Section Manager of Planning Section ofElectricity Division of Tokyo Branch OfficeOsamu Kato
Nov. 2011
Head of Facilities Division of Takasaki Branch(October 13, 1966)
OfficeReelection
June 2015
Deputy General Manager of Electrical & Signal
OutsideNetwork System Department of Railway
Operations Headquarters
Number of years in office as
June 2015
Outside Director of Total Electric Management- sharesDirector
Service Co., Ltd.
1 yearJune 2018
General Manager of Electrical & Signal
Network System Department of Railway
Attendance at Board of
Operations Headquarters of East Japan Railway
Directors meetings for the fiscal
Company
year under review
June 2019
Executive Officer and General Manager of
10/10 (100%)
Nagano Branch Office
June 2021
Executive Officer and General Manager ofElectrical & Signal Network System
Department of Railway Operations
Headquarters (current position)
June 2021
Outside Director of the Company (current
position)
Reasons for nomination as a candidate for Outside Director and overview of expected role
Mr. Kato 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 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 execution of business from an objective and professional perspective externally, theCompany has decided to continuously propose him as a candidate for Outside Director. Mr. Kato is receiving payment
such as salaries from East Japan Railway Company, which is a major business partner, since he is Executive Officer ofElectrical & Signal Network System Department of Railway Operations Headquarters (person who executes business)of said company.

- 18 -

Candidate
No.

Name
(Date of birth)

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

7

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 of
Naomi Inoue
Affiliated Enterprises Department of Mizuho(November 6, 1950)
Bank, Ltd.
Jan. 2005
Managing Executive Officer
New election
Apr. 2007
Managing Director
OutsideApr. 2008
Joined Mizuho Information & Research
Independent
Institute, Inc. as Advisor
Apr. 2008
Audit & Supervisory Board Member of Mizuho- shares
Number of years in office as
Securities Co., Ltd.
Director
June 2008
Senior Managing Director, Mizuho Information- years& Research Institute, Inc.
Mar. 2010
President & CEO
Attendance at Board of
Apr.
2013
JoinedTokiwa Kosan Co., Ltd. as Advisor
Directors meetings for the fiscal
June
2013
Representative
Director and President
year under review
June
2013
External
Auditorof TOKYO SEIMITSU CO.,-/- (-%)
LTD.
June 2019
External Corporate Director
June 2020
Representative Director and Chairman of
Tokiwa Kosan Co., Ltd.
June 2021
Counselor (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.

- 19 -

Candidate
No.

Name
(Date of birth)

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

Number of theCompany’s shares
ownedJoined the Bank of Japan
General Manager of Kofu Branch
Director General of Information System
Hirohisa Hokari
Services Department(July 4, 1956)
Apr. 2010
Director General of Operations Department
June 2011
Joined SOHGO SECURITY SERVICES CO.,New election
LTD., serving as Executive Officer and General
OutsideManager of Business Planning Department
Independent
Feb. 2012
Senior Executive Officer and Deputy Chief
Officer of Business Promotion Affairs- shares
Number of years in office as
June
2014
Directorand Senior Executive Officer andDirector
Deputy Chief Officer of Business Promotion- years
Affairs8
Apr.
2018
Executive Vice President and Director andAttendance at Board of
DeputyChief Officer of Business Promotion
Directors meetings for the fiscal
Affairs
year under review
Apr. 2019
Executive Vice President and Director, Deputy-/- (-%)
Chief Officer of Business Promotion Affairs,
and Chief Officer of International Affairs(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.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. Yuji Kitahara, Osamu Kato and Naomi Inoue 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. Kitahara and Mr. Kato 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. Kitahara and Mr. Kato are elected as proposed, the Company plans to again enter into the limited liability
agreement currently under contract. Likewise, if Mr. Inoue and Mr. Hokari are elected as proposed, the Company plansto enter into the same limited liability agreement with them.
4. The Company has designated Mr. Kitahara as an independent officer as provided for by the Tokyo Stock Exchange, andhas submitted notification to the exchange. If he is elected as proposed, the Company plans to continuously designate
him as an independent officer. Likewise, if Mr. Inoue and Mr. Hokari are elected as proposed, the Company plans todesignate them as independent officers.
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 renewedwith the same contents at the next time of renewal.

- 20 -

Proposal No. 4

Election of Three Directors Who Are Audit & Supervisory Committee Members

If Proposal No. 2 “Amendment to the Articles of Incorporation” is approved and adopted as proposed, theCompany will make the transition to a company with audit and supervisory committee.
Therefore, the Company proposes the election of three Directors who are Audit & Supervisory Committee
Members.
In addition, the consent of the Audit & Supervisory Board has been obtained in advance for the submission of this
proposal to this meeting. This proposal can only take effect after Proposal No. 2 “Amendment to the Articles ofIncorporation” takes effect.
Candidates for the role of Director who is an Audit & Supervisory Committee Member are as follows:
Candidate
No.

Name

Current position in the Company

Attributes ofcandidate1

Hisao Akeboshi

Audit & Supervisory Board Members

New election
Outside2

Sanae Jin

Audit & Supervisory Board Members

New election

3

Masato Ohno

Outside Audit & Supervisory Board Member

New election
OutsideIndependent- 21 -

Candidate
No.

Name
(Date of birth)
Hisao Akeboshi(October 30, 1957)

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

New election
OutsideNumber of years in office as
Audit & Supervisory Board
Member
2 years

1

July 2000

May 2004
Attendance at Board of
Directors and Audit &June 2011
Supervisory Board meetings forthe fiscal year under review
June 2014
Board of Directors
14/14 (100%)

2

Feb. 1998

June 2020

Joined Japanese National Railways
Joined East Japan Railway Company
Deputy Section Manager of Accounting Sectionof Finance Department of Tokyo Regional
Headquarters
Deputy Section Manager of Finance Section of
Finance Department of Tokyo Regional
Headquarters
Deputy Section Manager of Accounting Sectionof Finance Department
Section Manager of Finance Section of General
Affairs Division of Takasaki Branch Office
Head of Audit Division of Hachioji Branch
OfficeDirector and General Manager of Finance
Department of Nippon Hotel Co., Ltd.
Audit & Supervisory Board Member of theCompany (current position)

Number of theCompany’s shares
owned

100 shares

Audit & Supervisory Board
15/15 (100%)
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 Board
Member.
Jan. 1989
Joined Hoan Kogyo Co., Ltd.
Sanae Jin
(March 16, 1964)
Apr. 2009
Section Manager of General Affairs Section,
Hokkaido Branch of the Company
New election
Oct. 2010
Chief Section Manager of Planning Section,
Corporate Planning Division
Number of years in office as
July 2011
Section Manager of General Administrative
Audit & Supervisory Board
Center, Corporate Management Division, andMemberChief Section Manager of Planning Section,
1 yearCorporate Planning Division
Apr. 2012
Seconded to NR Shared Service Co., Ltd.
5,300 shares
Attendance at Board ofApr. 2012
General Manager of Service BusinessDirectors and Audit &Department
Supervisory Board meetings for June 2017
Director and General Manager of Service
the fiscal year under review
Business Department
Dec. 2019
General Manager of Audit Department of theBoard of Directors
Company
10/10 (100%)
June 2021
Audit & Supervisory Board Member of theCompany (current position)
Audit & Supervisory Board
10/10 (100%)
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 Board Member.

- 22 -

Candidate
No.

Name
(Date of birth)

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

Number of theCompany’s shares
ownedJoined National Tax Agency
District Director of Ashikaga Tax Office ofMasato Ohno
Kantoshinetsu Regional Taxation Bureau(October 11, 1955)
July 1989
Director of Administration and Legal Divisionof Planning and Administration Department of
New election
Sendai Regional Taxation Bureau
OutsideMay 1994
Consul of Consulate General of Japan in New
Independent
York of Ministry of Foreign Affairs
July 2002
Assistant Regional Commissioner (Planning
Number of years in office as
and Administration) of Kumamoto Regional
Audit & Supervisory Board
Taxation Bureau
MemberJuly 2003
Assistant Regional Commissioner (Planning
4 years- sharesand Administration) of Hiroshima Regional
Taxation Bureau
Attendance at Board of
Directors and Audit &July 2006
Director of International Operations Division ofSupervisory Board meetings for
National Tax Agency
3
the fiscal year under review
July 2009
Vice President of National Printing Bureau
Apr. 2011
Counselor of the Minister’s Secretariat ofBoard of Directors
Ministry of Finance
14/14 (100%)
July 2011
Professor of Graduate School of Business
Sciences of University of Tsukuba
Audit & Supervisory Board
June 2018
Outside Audit & Supervisory Board Member of
15/15 (100%)
the Company (current position)
Apr. 2019
Professor of Meiji University (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. 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. Hisao Akeboshi and Masato Ohno are candidates for Outside Director.
3. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company currently has an agreementwith Mr. Ohno to limit his 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 again enter into the limited liability
agreement currently under contract.
4. 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.
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 renewedwith the same contents at the next time of renewal.

- 23 -

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

Sustainability
Digitaltransformation

Human
resource
development
Diversity

Shigeru Egusa●

Shoji Tanabe●●

Director

Ikuo Omori●●(non-Audit &Supervisory

Masaaki
Sawamura●Committee Outside/Independent Yuji Kitahara
Member)OutsideOsamu Kato●

Outside/Independent Naomi Inoue●

Outside/Independent Hirohisa Hokari
Audit andSupervisory
Committee

OutsideExpert domains

ComplianceInternal
control

Finance
Safety ElectricalAccounting control technology

●

●

●

●

●

●

●

●

●
●

●

●
●
●

●

●

Hisao 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.

- 24 -

Proposal No. 5

Election of 1 Director Who Is a Substitute Audit & Supervisory Committee Member

If Proposal No. 2 “Amendment to the Articles of Incorporation” is approved and adopted as proposed, theCompany will make the transition to a company with audit and supervisory committee.
Accordingly, 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 number required by laws and regulations.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
This proposal can only take effect after Proposal No. 2 “Amendment to the Articles of Incorporation” takes effect.
Candidates for the role of a Director who is a substitute Audit & Supervisory Committee Member are 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 Divisionof Japan Railway Construction, Transport andTechnology Agency
Shigeru Uchida
June 2011
Joined TOHO ELECTRICAL(June 24, 1951)- shares
CONSTRUCTION CO., LTD.
June 2011
Director and Deputy General Manager ofNew election
General 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 Board 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.

- 25 -

Proposal No. 6

Establishment of Remuneration Amount for Directors (excluding Directors who are Audit &Supervisory Committee Members)

If Proposal No. 2 “Amendment to the Articles of Incorporation” is approved and adopted as proposed, theCompany will make the transition to a company with audit and supervisory committee.
At the annual general meeting of shareholders held on June 27, 2018, an annual remuneration amount for the
Directors of the Company not exceeding 300 million yen per annum (not exceeding 50 million yen per annum for
Outside Directors, not including the portion of employee salary) was agreed, which has continued until today.
However, the Company proposes abolishing this and newly establishing an annual remuneration amount for the
Directors (excluding Directors who are Audit & Supervisory Committee Members) not exceeding 300 million yen(not exceeding 50 million yen per annum for Outside Directors, not including the portion of employee salary).
This proposal is determined by the Board of Directors after deliberation by the Consultation Committee,
comprehensively taking into account the Company’s scope of business, officer remuneration system and payment
criteria, the current number of officers and future trends, etc., and has been judged to be appropriate.
Also, the Company’s policy for determining matters such as the remuneration of individual Directors is as stated on
page 16 and 17 of the Business Report.
The current number of Directors is seven (of whom three are Outside Directors), and the number of Directors(excluding Directors who are Audit & Supervisory Committee Members) in relation to this proposal will be eight
persons (of whom four are Outside Directors) when Proposal No. 2 and Proposal No. 3 are approved and adopted
as per the original text.
This proposal, however, can only take effect after Proposal No. 2 “Amendment to the Articles of Incorporation”
takes effect.

Proposal No. 7

Establishment of Remuneration Amount for Directors Who Are Audit & Supervisory
Committee Members

If Proposal No. 2 “Amendment to the Articles of Incorporation” is approved and adopted as proposed, theCompany will make the transition to a company with audit and supervisory committee.
Therefore, the Company proposes an annual remuneration amount of 60 million yen for Directors who are Audit &Supervisory Committee Members.
This proposal is determined by the Board of Directors after deliberation by the Consultation Committee,
comprehensively taking into account the Company’s scope of business, officer remuneration system and payment
criteria, the current number of officers and future trends, etc., and has been judged to be appropriate.
The number of Directors who are Audit & Supervisory Committee Members in relation to this proposal will bethree persons when Proposal No. 2 and Proposal No. 4 are approved and adopted as per the original text.
This proposal, however, can only take effect after Proposal No. 2 “Amendment to the Articles of Incorporation”
takes effect.

- 26 -