[Translation for reference only]
ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is an English translation of the original Japanese-language document and is provided for convenience only. In all cases,
the Japanese-language original shall prevail.

(Securities code: 9006)
June 4, 2015
To our shareholders
Kazuyuki Harada
President

Keikyu Corporation
2-20-20, Takanawa, Minato-ku, Tokyo

Notice of the 94th Annual General Meeting of Shareholders
You are cordially invited to attend the 94th Annual General Meeting of Shareholders of Keikyu
Corporation (hereinafter “the Company”), which will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the internet.
Please review the Reference Documents for the General Meeting of Shareholders provided at the back ofthis document, and make sure that your votes are submitted no later than 5:45 p.m. on Thursday, June 25,2015 (Japan Standard time).
1. Date and Time: Friday, June 26, 2015, at 10:00 a.m. (Japan Standard Time)
2. Venue:

Ballroom, TKP GardenCity Shinagawa
SHINAGAWA GOOS (1st floor)
3-13-3, Takanawa, Minato-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports for the Consolidated
Financial Statements by the Accounting Auditor and the Board of Statutory Auditors, for the 94th
Fiscal Year (from April 1, 2014 to March 31, 2015)
2. Non-consolidated Financial Statements for the 94th Fiscal Year (from April 1, 2014 to March 31,
2015)
Matters to be resolved:
Proposal No. 1:

Appropriation of surplus

Proposal No. 2:

Partial amendment to the Articles of Incorporation

Proposal No. 3:

Election of fifteen (15) Directors

Proposal No. 4:

Election of one (1) Statutory Auditor

Proposal No. 5:

Renewal of the Policy toward a Large-scale Purchase (Anti-takeover Defenses) of
Shares, etc. of the Company-1-

4. Other Matters Concerning the Meeting
Please be noted that the following conditions will apply to the cases of exercising voting rights using avoting form or via the Internet.
(1) If you have exercised your voting rights more than once via the Internet, the last exercise will bedeemed valid.
(2) If you have exercised your voting rights both by voting form and via the Internet, the one arriving
latest will be deemed valid.
(3) If the results of exercise both by voting form and via the Internet happen to arrive on the same day,the one exercised via the Internet will be deemed valid.

1) When attending the Meeting, you are kindly requested to present the enclosed voting form to thereceptionist.
2) The Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the
Accounting Auditor and the Board of Statutory Auditors include, in addition to each statement
attached to this notice, the Notes to the Consolidated Financial Statements and the Notes to the Nonconsolidated Financial Statements that have been posted on the Company’s website(http://www.keikyu.co.jp/). Pursuant to the relevant laws and regulations and Article 15 of theCompany’s Articles of Incorporation, the Notes to the Consolidated Financial Statements and theNotes to the Non-consolidated Financial Statements are not attached to this notice.
3) Please note that any modifications to the Reference Documents for the General Meeting of
Shareholders, the Business Report, the Consolidated Financial Statements and the Non-consolidated
Financial Statements shall be posted on the Company’s website. (http://www.keikyu.co.jp/)-2-

Consolidated Balance Sheet(As of March 31, 2015)
Item
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable - trade
Merchandise and finished goods
Land and buildings for sale in lots
Work in process
Raw materials and supplies
Deferred tax assets
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment andvehiclesAmountNon-current liabilities
Bonds payable
Long-term loans payable

577,055
100,000
227,124

37,350

Deferred tax liabilities

19,615

154,732

Construction in progress

262,706
5,682

Intangible assets
Goodwill
Other
Investments and other assets
Investment securities
Long-term loans receivable
Deferred tax assets
Net defined benefit asset
Other

9,312
3,192
6,120
145,892
71,656
1,802
2,574
47,13022,936

Allowance for doubtful accounts

Total assets(Millions of yen)Amount151,546
45,08814,2662,519
80,849
1,155
566
2,744
4,380
(26)
918,376
763,171
302,698

Land

Other

Item
Liabilities
Current liabilities
Notes and accounts payable - trade
Short-term loans payable
Current portion of bonds
Income taxes payable
Advances received
Provision for bonuses
Provision for directors' bonuses
Other

(208)

1,069,923

Provision for directors' retirement
benefits
Net defined benefit liability
Long-term deferred contribution for
construction
Other
Total liabilities
Net assets
Shareholders’ equity
Capital stock
Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive
incomeValuation difference on available-forsale securities
Remeasurements of defined benefit
plans
Minority interests
Total net assets
Total liabilities and net assets

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

-3-

240,523
36,268
131,71130,006
5,147
4,968
1,435
80
30,904350
9,401
193,085
27,477
817,578
206,442
43,73844,158118,832(286)
45,43021,06324,366471
252,344
1,069,923

Consolidated Statement of Income(From April 1, 2014 to March 31, 2015)(Millions of yen)
Item

AmountOperating revenue
Operating expenses
Operating expenses and cost of sales of transportation
Selling, general and administrative expenses
Operating income
Non-operating income
Interest and dividend income
Share of profit of entities accounted for using equity method
Other
Non-operating expenses
Interest expenses
Other
Ordinary income
Extraordinary income
Gain on sales of investment securities
Gain on sales of shares of subsidiaries and associates
Contribution for construction
Extraordinary losses
Impairment loss
Loss on retirement of non-current assets
Loss on reduction of non-current assets
Income before income taxes and minority interests
Income taxes - current
Income taxes - deferred
Income before minority interests
Minority interests in income
Net income

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

-4-317,710257,618
33,308

534
696
1,231
6,584
656

1,037
376
258
4,224
858
258
7,052
461

290,926
26,783

2,462

7,240
22,005

1,672

5,342
18,335
7,514
10,82145
10,775

Consolidated Statement of Changes in Equity(From April 1, 2014 to March 31, 2015)(Millions of yen)
Shareholders’ equity

Balance at beginning ofcurrent period

Capital stock

Capital surplus

Retained earnings

Treasury shares

43,73844,158109,778(265)

Cumulative effects ofchanges in accounting
policies
Restated balance

1,585
43,73844,158111,364

Total shareholders’equity197,410
1,585

(265)

198,995

Changes of items during
periodDividends of surplus(3,307)(3,307)

Net income

10,775

10,775Purchase of treasury
shares
Disposal of treasury
shares

0

(21)

(21)

0

0

Net changes of items
other than shareholders'equityTotal changes of items
during period
Balance at end of current
period

–

0

7,468

(21)

7,447

43,73844,158118,832(286)

206,442

Minority interests

Total net assets

447

207,454

Accumulated other comprehensive income

Balance at beginning ofcurrent period

Valuationdifference on
available-for-salesecurities

Remeasurementsof defined benefit
plans

Total accumulated
othercomprehensive
income

4,378

5,218

9,597

Cumulative effects ofchanges in accounting
policies
Restated balance

1,585
4,378

5,218

9,597

447

209,039

Changes of items during
periodDividends of surplus(3,307)

Net income

10,775Purchase of treasury
shares(21)

Disposal of treasury
shares0

Net changes of items
other than shareholders'equity16,685

19,14735,83324

35,857

Total changes of items
during period

16,685

19,14735,83324

43,305

Balance at end of current
period21,06324,36645,430471

252,344

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

-5-

Non-consolidated Balance Sheet(As of March 31, 2015)
Item
AssetsAmountCurrent assets
Cash and deposits
Railway fares receivables

113,755
29,212576

Accounts receivable

2,802

Short-term loans receivable
Land and buildings for sale in lots
Prepaid expenses
Deferred tax assets
Other current assets
Allowance for doubtful accounts

6,918
70,712
963
1,720
849
(0)

Non-current assets
Non-current assets - railway
Non-current assets - incidental
Non-current assets - affiliated820,438
266,996
145,976
5,606

Construction in progress

264,589

Investments and other assets

137,268

Shares of subsidiaries andassociates
Investment securities
Long-term loans receivable
Prepaid pension cost
Other
Allowance for valuation of
investments
Allowance for doubtful accounts

Total assets

Item
Liabilities
Current liabilities
Short-term loans payable
Current portion of bonds
Accounts payable - otherAccrued expenses
Accrued consumption taxes
Income taxes payable
Inter-line fares received
Deposits received
Prepaid fares received
Advances received
Unearned revenue
Other current liabilities
Non-current liabilities
Bonds payable
Long-term loans payable
Deferred tax liabilities
Provision for loss on business of
subsidiaries and associates
Long-term deferred contribution for
construction(Millions of yen)Amount243,354
131,627
30,00029,685
3,381
1,330
2,024
833
1,186
3,673
1,292
1,156
37,161
549,878
100,000
226,529
7,497
2,373
193,085

45,358Other non-current liabilities

20,39259,324
9,563
9,219
20,091

Total liabilities
Net assets
Shareholders’ equity
Capital stock793,233(3,950)(2,338)934,194

Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for advanced
depreciation of non-current
assetsGeneral reserve
Retained earnings brought
forwardTreasury shares
Valuation and translation adjustments
Valuation difference on available-forsale securities
Total net assets
Total liabilities and net assets

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

-6-

120,058
43,73840,362
17,861
22,501
36,221
6,665
29,556728
2,050
26,777(264)
20,902
20,902140,961
934,194

Non-consolidated Statement of Income(From April 1, 2014 to March 31, 2015)(Millions of yen)
Item

AmountRailway:
Operating revenue
Operating expenses
Operating income
Incidental:
Operating revenue
Operating expenses
Operating income
Operating income - total business
Non-operating income
Interest and dividend income
Reversal of provision for loss on business of subsidiaries andassociates
Reversal of allowance for loan losses
Other revenue
Non-operating expenses
Interest expenses
Provision of allowance for doubtful accounts
Other expenses
Ordinary income
Extraordinary income
Gain on sales of investment securities
Contribution for construction
Extraordinary losses
Impairment loss
Provision for loss on business of subsidiaries and associates
Loss on retirement of non-current assets
Loss on reduction of non-current assets
Income before income taxes
Income taxes - current
Income taxes - deferred
Net income

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

-7-

80,532
66,19914,33352,26952,25316
14,349
1,750
395
340
645
6,645
827
609

979
94
1,919
1,169
648
94

3,131

8,081
9,399

1,074

3,831
6,642
2,228
170
4,243

Non-consolidated Statement of Changes in Equity(From April 1, 2014 to March 31, 2015)
Shareholders’ equity
Capital surplus

Retained earnings
Other retained earnings

Capital
stock

Legal
capitalsurplus

OthercapitalsurplusTotal
capitalsurpluses

Legalretainedearnings

Reserve foradvanceddepreciationof noncurrent assets

Generalreserve

Retainedearnings
brought
forwardTotal
retainedearnings

43,73817,861

22,50140,362

6,665

693

2,050

24,64834,057

1,228

1,228

25,87735,286

Dividends of surplus(3,307)(3,307)

Net income

4,243

4,243

(35)

–

Balance at beginning ofcurrent period
Cumulative effects ofchanges in accounting
policies
Restated balance

43,73817,861

22,50140,362

6,665

693

2,050

Changes of items during
periodPurchase of treasury
shares
Disposal of treasury
shares00Provision of reserve foradvanced depreciation of
non-current assets

35

Net changes of items
other than shareholders’equityTotal changes of items
during the period
Balance at end of current
period

–

–

0

0

–

35

–

900

935

43,73817,861

22,50140,362

6,665

728

2,050

26,77736,221

Valuation and translation
adjustments

Shareholders’ equity
Treasury shares
Balance at beginning ofcurrent period(245)

Total shareholders’equityValuation difference on
available-for-salesecurities

117,913

4,367

Cumulative effects ofchanges in accounting
policies
Restated balance

1,228
(245)

119,142

Total net assets

122,281
1,228

4,367

123,509

Changes of items during
periodDividends of surplus(3,307)(3,307)

Net income

4,243

4,243

Purchase of treasury
shares

(20)

(20)

(20)

Disposal of treasury
shares

0

0

0

–

–

Provision of reserve foradvanced depreciationof non-current assets
Net changes of items
other than shareholders’equity16,534

16,534

Total changes of items
during period

(19)

916

16,534

17,451

Balance at end of current
period(264)

120,058

20,902140,961

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

-8-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Documents
Proposal No. 1: Appropriation of surplus
The Company regards the appropriate return of profits to shareholders as one of the most importantmanagement priorities. The Company’s policy on distribution of profits is to maintain stable dividend
payments, taking operating performance and financial position into consideration.
To reward shareholders’ ongoing support and to meet shareholders’ expectations, the Company plans to
pay a year-end dividend for the current fiscal year as follows.
Items on year-end dividend
1. Items on allocation of dividend property to shareholders and its total amount¥3 per Company’s common share
Total: ¥1,653,540,903
As we paid ¥3 per share as the interim dividend, the total annual dividend for the term will be ¥6
per share
2. Effective date of dividends from surplus
June 29, 2015
Proposal No. 2:

Partial amendment to the Articles of Incorporation

1. Reason for Proposal(1) The Company wishes to amend the provisions of Article 1 of the Articles of Incorporation toindicate the English trade name of the Company in the Articles of Incorporation for the purposeof boosting awareness of the Company group in Japan and overseas.
(2) To facilitate smooth response concerning operation of the General Meetings of Shareholders, theCompany wishes to amend the provisions of Article 18 of the Articles of Incorporation.
(3) In accordance with the coming into force of the Act for Partial Revision of the Companies Act(Act No. 90 of 2014) on May 1, 2015, the scope of company Directors and Statutory Auditorswith whom it is permitted to conclude limited liability agreements has been changed. Therefore,
the Company wishes to amend the provisions of Articles 25 and 34 of the Articles ofIncorporation.
As for the amendment of the provisions of Articles 25 of the Articles of Incorporation, the consent
of the Statutory Auditors has been obtained.

-9-2. Contents of Amendments:
The contents of the amendments are as follows:(Underlined portions show amended parts.)

Present Articles of Incorporation

Proposed Amendments(Trade Name)
Article 1.
The name of the Company shall be “Keihin Kyuko
Dentetsu Kabushiki Kaisha.”(Trade Name)
Article 1.
The name of the Company shall be “Keihin Kyuko
Dentetsu Kabushiki Kaisha,” expressed as“Keikyu Corporation” in English.

(Chairperson)
Article 18.
The President shall serve as the chairperson of ageneral meeting of shareholders. In case thePresident and Director is unable to do so, theExecutive Vice President shall act in his or her
place, and in case the Executive Vice President isunable to do so, one of other Directors shall act in
his or her place.

(Person Authorized to Convene and Chairperson)
Article 18.
The President shall convene and serve as thechairperson of a general meeting of shareholders.

<Newly Established>

2. In case the President is unable to do so, another
Director, in accordance with the order determinedin advance by a meeting of the Board of Directors,
shall convene and serve as the chairperson of themeeting.

(Limitation of Liability Agreement with Outside
Directors)
Article 25.
The Company may enter into agreements with
Outside Directors to limit the liability for damages
for negligence of their duties pursuant to theprovisions of Paragraph 1 of Article 427 of theCompanies Act. However, the maximum amountof liability under such agreement shall be theamount fixed by laws and regulations.

(Limitation of Liability Agreement with Directors)(Limitation of Liability Agreement with Outside
Statutory Auditors)
Article 34.
The Company may enter into agreements with
Outside Statutory Auditors to limit the liability fordamages for negligence of their duties pursuant to
the provisions of Paragraph 1 of Article 427 of theCompanies Act. However, the maximum amountof liability under such agreement shall be theamount fixed by laws and regulations.

Article 25.
The Company may enter into agreements with
Directors (excluding Directors with executive
authority over operations, etc.) to limit the liability
for damages for negligence of their duties pursuant
to the provisions of Paragraph 1 of Article 427 of
the Companies Act. However, the maximum
amount of liability under such agreement shall be
the amount fixed by laws and regulations.
(Limitation of Liability Agreement with Statutory
Auditors)
Article 34.
The Company may enter into agreements with
Statutory Auditors to limit the liability fordamages for negligence of their duties pursuant to
the provisions of Paragraph 1 of Article 427 of theCompanies Act. However, the maximum amountof liability under such agreement shall be theamount fixed by laws and regulations.

- 10 -

Proposal No. 3: Election of fifteen (15) Directors
The terms of office of all sixteen (16) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, we propose that fifteen (15) Directors be elected.
The candidates for Directors are as follows:No.

Name, etc. of Directors
Tsuneo Ishiwata(April 5, 1941)
Number of the Company’s
shares owned: 167,000

1Reappointment

Kazuyuki Harada(January 22, 1954)
2

Number of the Company’s
shares owned: 56,000
Reappointment

Shinsuke Tanaka(February 16, 1956)
3

Number of the Company’s
shares owned: 43,000
Reappointment

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1964
Joined the Company
Jun. 1995
Director, the Company
Jun. 1999
Executive Director, the Company
Jun. 2003
Senior Executive Director, the Company
Jun. 2003
Representative Director, the Company (present)
Jun. 2005
President, the Company
Jun. 2013
Chairman of the Board, the Company (present)(Significant concurrent positions)
Chairman, Kanagawa Association of Corporate Executives
Outside Statutory Auditor, Gurunavi, Inc.
Outside Director, Tokai Kisen Co., Ltd.
Outside Director, TOKYU RECREATION CO., LTD.
Outside Director, Yokohama Shintoshi Center Corporation
Apr. 1976
Joined the Company
Jun. 2007
Director, the Company
Jun. 2010
Executive Director, the Company
Jun. 2011
Senior Executive Director, the Company
Jun. 2013
President, the Company (present)
Jun. 2013
Representative Director, the Company (present)(Significant concurrent positions)
Outside Director, KAGETSUEN KANKO Co., Ltd.
Outside Director, NKB Inc.
Apr. 1978
Joined the Company
Jun. 2007
Director, the Company
Jun. 2011
Executive Director, the Company
Jun. 2013
Senior General Manager, Corporate Strategy Department, the Company(present)
Jun. 2014
Senior Executive Director, the Company (present)

Apr. 1978
Jun. 2007
Number of the Company’s Jun. 2011
Jun. 2011
shares owned: 43,000
Jun. 2014
Toshiyuki Ogura(October 12, 1954)

4

Joined the Company
Director, the Company
Executive Director, the Company
Senior General Manager, Railway Headquarters, the Company (present)
Senior Executive Director, the Company (present)

Reappointment

Yoshikazu Takeda(January 25, 1953)
Number of the Company’s
shares owned: 05

Reappointment

OutsideIndependent Director

Yuichiro Hirokawa(July 26, 1958)
6

Number of the Company’s
shares owned: 29,000

Mar. 2009

Director and Senior Managing Executive Officer, Nippon Life
Insurance Company
Mar. 2010 Director, Nippon Life Insurance Company
Jun. 2010
President, Nissay Leasing Company, Limited
Jun. 2011
Outside Statutory Auditor, Nihon Parkerizing Co., Ltd. (present)
Jun. 2013
Director, Keikyu Corporation (present)
Apr. 2015
Chairman, Nissay Leasing Company, Limited (present)(Significant concurrent positions)
Chairman, Nissay Leasing Company, Limited
Outside Statutory Auditor, NIHON PARKERIZING CO., LTD.
Apr. 1982
Joined the Company
Jun. 2007
General Manager, Accounts and Finance Department, the Company(present)
Jun. 2011
Director, the Company (present)

Reappointment- 11 -

No.

Name, etc. of Directors
Takashi Michihira(April 10, 1958)

7

Number of the Company’s
shares owned: 23,000
Reappointment

Akiyoshi Shibasaki(November 24, 1958)
8

Number of the Company’s
shares owned: 17,000

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1982
Joined the Company
Jun. 2011
Director, the Company (present)
Jun. 2014
General Manager, Railway Operations and Rolling Stock Department,
Railway Headquarters
General Manager, General Control Center, Railway Headquarters(present)
Apr. 1982
Jun. 2011
Sep. 2013

Joined the Company
Director, the Company (present)
General Manager, Business Administration Department, Development
and Administration of Facilities Headquarters, the Company (present)

Apr. 1982
Jun. 2011
Sep. 2013

Joined the Company
Director, the Company (present)
General Manager, Housing Department, Development andAdministration of Facilities Headquarters, the Company (present)

Reappointment

Toshiaki Honda(July 12, 1958)
9

Number of the Company’s
shares owned: 18,000
Reappointment

Takeshi Hirai(August 29, 1958)
10

Number of the Company’s
shares owned: 13,000
Reappointment

Kenryo Ueno
(May 1, 1960)
11

Number of the Company’s
shares owned: 9,000
Reappointment

Shosuke Ohga
(September 23, 1961)
12

Number of the Company’s
shares owned: 17,000

Apr. 1982
Joined the Company
Jun. 2006
Transferred to Keihin Kyuko Bus Co., Ltd.
Jun. 2012
Director, the Company (present)
Jun. 2013
President, Keihin Kyuko Bus Co., Ltd. (present)(Significant concurrent positions)
President, Keihin Kyuko Bus Co., Ltd.
Apr. 1984
Joined the Company
Jun. 2013
Director, the Company (present)
Jun. 2013
President, Keikyu Department Store Co., Ltd. (present)(Significant concurrent positions)
President, Keikyu Department Store Co., Ltd.
Outside Director, SAIKAYA Co. ,Ltd.
Apr. 1984
Joined the Company
Jun. 2013
Director, the Company (present)
Jun. 2013
President, GRAND PACIFIC LE DAIBA (present)(Significant concurrent positions)
President, GRAND PACIFIC LE DAIBA

Reappointment

Kenji Sasaki(September 1, 1938)
Number of the Company’s
shares owned: 013OutsideNew

Independent Director

Kazuo Urabe(November 3, 1961)
14

Number of the Company’s
shares owned: 9,000

Jun. 1987
Jun. 1991
Jun. 1995
Jun. 1998
Jun. 2000
Jun. 2006
Dec. 2007
Jun. 2008

Director, NHK SPRING CO., LTD.
Executive Director, NHK SPRING CO., LTD.
Senior Executive Director, NHK SPRING CO., LTD.
Executive Vice President, NHK SPRING CO., LTD.
President, NHK SPRING CO., LTD.
Chairman of the Board, NHK SPRING CO., LTD.
President, Yokohama Chamber of Commerce and Industry (present)
Outside Statutory Auditor, Yokohama Shintoshi Center Corporation(present)(Significant concurrent positions)
President, Yokohama Chamber of Commerce and Industry
Outside Statutory Auditor, Yokohama Shintoshi Center Corporation
Apr. 1984
Joined the Company
Jun. 2007
General Manager, Property Management Department, the Company
Jun. 2009
General Manager, Railway Planning and Business Department, Railway
Headquarters, the Company (present)New- 12 -

No.

Name, etc. of Directors
Shizuyoshi Watanabe(December 6, 1961)

15

Number of the Company’s
shares owned: 0

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1986
Joined the Company
Sep. 2009
Jun. 2010

General Manager, Group Corporate and Management Project
Department, the Company
General Manager, General Affairs Department, the Company (present)

New

Notes:

1. Special Conflicts of Interest between Candidates and the Company
Mr. Yoshikazu Takeda is Chairman & Representative Director of Nissay Leasing Company, Limited and theaforesaid company conducts transactions relating to lines of business that the Company belongs to (lease ofbuildings).
There are no special conflicts of interest between the Company and any of the other candidates.
2. Messrs. Yoshikazu Takeda and Kenji Sasaki are both candidates for Outside Director.
3. Special matters regarding the candidates for Outside Director are as follows:(1) Reasons for election of the candidates for Outside Director
The Company proposes the election of Mr. Yoshikazu Takeda so that his abundant experience and wideranging knowledge, both as a former senior executive responsible for the international and fundmanagement operations of a life insurance company and as a senior executive of a leasing company, may bereflected in the management of the Company.
The Company also proposes the election of Mr. Kenji Sasaki so that his abundant experience and wideranging knowledge, both as the former manager of a leading automobile parts manufacturer and as arepresentative of a local economy and a regional community, may be reflected in the management of theCompany.
(2) The relationship between the candidates for Outside Director and a specified related business operator of
the Company
Mr. Kenji Sasaki is the Outside Statutory Auditor of Yokohama Shintoshi Center Corporation, the affiliatedcompany of the Company, and also was the Outside Statutory Auditor of the said company in the last five
years.
(3) Number of years since the candidates assumed the office of Outside Director:
Mr. Yoshikazu Takeda will have served two years as Outside Director as of the closing of this Ordinary
General Meeting of Shareholders(4) Limitation of Liability Agreement with the candidates of Outside Directors
The Company has entered into an agreement with Mr. Yoshikazu Takeda to limit liability for damages
pursuant to Paragraph 1 of Article 423 of the Companies Act, and the limit amount for liability for damages
pursuant to this agreement is the minimum limit amount prescribed by laws and regulations.
If Messrs. Yoshikazu Takeda and Kenji Sasaki are elected as proposed, the Company plans to conclude
limited liability agreements of the same content with both of them.
4. Mr. Kazuyuki Harada is expected to be elected as Director of Japan Airport Terminal Co., Ltd. at its Annual
General Meeting of Shareholders scheduled to be held on June 26, 2015.
5. The Company has designated Mr. Yoshikazu Takeda as an independent director pursuant to therequirements of the Tokyo Stock Exchange and has given notification thereof to the exchange. The
Company plans to designate Mr. Kenji Sasaki as an independent director pursuant to the requirements of theTokyo Stock Exchange and give notification thereof to the exchange. In order to ensure the independence ofOutside Officers at the Company in substantial terms, the Company stipulates “Independence Criteria for
Outside Officers” (as stated on pages 33 and 34), and evaluates the independence of Outside Officers inaccordance with these standards.

- 13 -

Proposal No. 4:

Election of one (1) Statutory Auditor

Among the four (4) Statutory Auditors currently in office, Mr. Katsuo Koyama will retire at the closingof this Ordinary General Meeting of Shareholders. Accordingly, we propose that one (1) Statutory
Auditor be elected.
The Company has already received the approval for this proposal from the Board of Statutory Auditors
Meeting.
The candidate for Statutory Auditor is as follows:
Name, etc. of Statutory
AuditorBrief Personal Profile, Position in the Company,
and Significant Concurrent Positions
Apr. 1978

Joined the Company

Shin Kokushoh(May 24, 1955)
Number of the Company’s
shares owned: 49,000

Jul. 2003

General Manager, Business Development and Administration
Department, Development and Administration of Facilities
Headquarters, the Company

Dec. 2003

General Manager, Accounts and Finance Department, the Company

New

Jun. 2007

Director, the Company

Jun. 2007

General Manager, Corporate Strategy Department, the Company

Jun. 2009

General Manager, Group Corporate and Management Project
Department, the Company

Jun. 2011

President, GRAND PACIFIC LE DAIBA

Jun. 2013

Executive Director, the Company (present)

Jun. 2013

Senior General Manager, Development and Administration of Facilities
Headquarters, the Company (present)

Sep. 2013

General Manager, Business Strategy Department, Development andAdministration of Facilities Headquarters, the Company (present)
Note: Special Conflicts of Interest between Candidates and the Company
There are no special conflicts of interest between the Company and the candidate.

- 14 -

Proposal No. 5: Renewal of the Policy toward a Large-scale Purchase (Anti-takeover Defenses)of Shares, etc. of the Company
The Company requests that shareholders approve the renewal of a countermeasure for large-scaleacquisitions of the Company’s shares (hereinafter the “Plan”) for the purpose of improving or protecting
the Company’s corporate value and the common interest of shareholders.
In order to continue to achieve the above objectives, upon renewal of the policy toward large-scalepurchases, the Company made the following amendments to the Plan: (i) limiting the defense measures
to allotments of stock acquisition rights without contribution, (ii) clarifying the maximum period forthe examination period of the independent committee, and (iii) changing one of the independent
committee members.
1.

Basic Policy Regarding Persons Who Control Decisions regarding the Company’s Financial andBusiness Policies

As an entity whose shares are listed on a financial instruments exchange, the Company respects
free trading of its shares on the market. Therefore, even if such a large-scale acquisition of shares wereconducted by a specific entity, if it were something that would contribute to the improvement orprotection of the corporate value and the common interest of shareholders, based on an adequate
understanding of the Company’s business management, on a Group basis, that aims to do business
operations in cooperation with the other Group companies and create synergies to develop the areas
along the Keikyu Railway lines while giving priority to safety, then the Company will not in principle
reject it. Moreover, the company considers the assessment of a purchase proposal involving the transferof ownership of a stock company must be ultimately carried out based on the shareholders’ decision.
Nonetheless, among large-scale acquisitions of shares, there are more than a few acquisitions that
benefitted neither the corporate value of the target company nor the common interests of its
shareholders including cases (i) where the purpose would obviously harm the corporate value of thetarget company and the common interests of its shareholders, (ii) with the potential to substantially
coerce shareholders into selling their shares, (iii) that do not provide sufficient time or information for
the target company’s board of directors and shareholders to consider the details of the purchase, (iv) that
do not provide sufficient time or information for the target company’s board of directors to propose
alternatives, and (v) that require the target company to negotiate with the acquirer in order to procure
more favorable terms for the shareholders than those presented by the acquirer.
Therefore, the Company believes that, in order for the shareholders to decide, a large-scalepurchaser of the Company’s shares must provide necessary and sufficient information to the Company’s
Board of Directors beforehand and not begin any large-scale purchase until after the fixed examination
period has elapsed.
2.

Efforts to maintain and improve the Company’s corporate value and the common interest of its
shareholders(1) Basic management policies

Under the Group philosophy “To contribute to the development of society by creating a new value
through businesses that support urban lifestyles,” the Group operates a transportation business such as
railway and bus services as well as businesses related to real estate, hotel, leisure and retailing services,offering safe and reliable services and products. The Group aims to develop and enhance its businesses
along the Keikyu Railway lines as a group closely linked to regional communities and lifestyles, thereby
maximizing the Group’s overall corporate value.

Translation note: The phrase “allotment … without contributions” may also be translated as “allotment … without
consideration”.

- 15 -

The business environment surrounding the Group is expected to become increasingly demanding
due to factors such as a decreasing population along the Keikyu Railway lines and intensifying
competition in all business sectors. In this business environment, the Group is following a policy of
selection and streamlining in its allocation of resources, and is working to maximize profits whilestrengthening its financial base, as it aims for sustainable business development and growth.
To achieve this, the Group will forge ahead to rally the total capability of the Group, whileenvisioning the future image of the Group as “With Shinagawa and Haneda as gateways, we aim to
make the areas along the Keikyu Railway lines into rich and varied areas where many people fromJapan and overseas gather,” and by focusing on five key initiatives to achieve this long-term vision. At
the same time, the Group strives to further strengthen its corporate governance system and actively
addresses social issues such as seriousness about compliance, contribution to local communities, andenvironmental measures.
(2) Specific initiatives
A.

Five key initiatives to realize the Group’s long-term vision(a) Promoting urban development projects in the vicinity of Shinagawa Station

The Shinagawa district, where new urban development projects are taking place, is expected to
become an important hub for public transportation as well as international exchanges that will drive
Japan’s growth. The metropolitan government released the “2014 Urban Development Guidelines for
the Shinagawa/Tamachi Station District” last year. The guidelines indicate several measures including
the enhancement of transportation capabilities by developing the Keikyu Shinagawa Station as a groundlevel station with two platforms and four lines, the improvement of safety by removing three railway
crossings including the Shinagawa-Daiichi Crossing, and urban development by creating various urban
functions such as industrial and commercial businesses and residential facilities and making use of thestation’s convenience as a transportation hub. In line with the guidelines, the Group is now actively
working on discussions with related authorities and institutions in order to realize the projects at theearliest possible time. The Group will also examine any temporary impact to our business by thereconstruction of existing facilities of the Group around Shinagawa Station along with urban
development projects, and will appropriately take responsive measures to address such impact.
(b) Making use of the high potential of Shinagawa and Haneda Airport
Haneda Airport has expanded the number of flight slots, which will increase business opportunities
and plans to open new access routes in the near future. The Group considers Haneda Airport as a mostimportant strategic location, and strives to improve access to the airport by reviewing its train and bus
schedules according to the trend of passenger traffic. Furthermore, the Group plans to gain internationalrecognition for its business by, for example, enhancing collaboration with railway operators in Taiwan,
and to capture foreign tourists and increase passenger traffic by opening new business hotels along the
Keikyu Railway lines, enhancing collaborations with local governments, and other measures.
Furthermore, looking ahead to the 2020 Olympic and Paralympic Games in Tokyo, the Group willcontinue working to improve the quality of services in group-wide efforts to have people say that
“Keikyu is the best way to Haneda Airport.”
The Group strives to increase the value of all areas along the Keikyu Railway lines throughbusiness developments by making use of the high potential of Shinagawa and Haneda Airport andenhancing synergy in all services closely linked to the Keikyu Railway lines.
(c) Offering safe and reliable services and products
The Group will continue its utmost effort to offer safe and reliable services and products in all its
business sectors.

- 16 -

The Group also conducts research on accidents and disasters at its workplaces as well as at othercompanies in order to understand possible risks and take appropriate measures.
In the railway business, the Group will further enhance the safety awareness of employees andpromote safety features such as earthquake countermeasures and slope protections, thereby ensuring
safe and stable transportation services.
In other businesses closely linked to customers’ lifestyles such as buses, taxis, real estate, leisure,and retailing services, the Group places a primary focus on the provision of safe and reliable services
and products in the same manner as the railway business, by thoroughly implementing inspection andmaintenance of facilities and devices as well as management of food products.
(d) Creating affluent and comfortable environments along the Keikyu Railway lines
The Group will continue taking measures to enhance the value of the areas along the Keikyu
Railway lines and increase the number of residential population and visitors in these areas.
In the railway business, the Group will strive to improve the convenience of transportation services
and contribute to the revitalization of the areas along the Keikyu Railway lines through collaborations
with local governments for strategic initiatives to bring in domestic and foreign visitors.
In the bus business, the Group will examine measures to improve schedules and routes according
to passengers’ needs and ensure stable bus services through collaborations with local governments.
In the real estate sales business, the Group will continue working on the revitalization of the areas
along the Keikyu Railway lines, by promoting urban developments while making use of its advantages
as a railway company and establishing a comprehensive system to develop, sell, and manage real estate.
In the real estate leasing business, the Group plans to make effective use of sites under the elevatedrailway tracks near Keikyu Kamata Station and promote urban development in the vicinity of railway
stations in the Kawasaki district and other areas along the Keikyu Railway lines.
In the leisure services business, the Group plans to make effective use of valuable sightseeing
resources in the areas along the Keikyu Railway lines such as the Miura Peninsula, and promote tourism
initiatives through collaborations with national and local governments and other organizations in orderto gain domestic and international recognition for its business excellence.
In the retailing business, the Group strives to improve convenience in the areas along the Keikyu
Railway lines by enhancing its comprehensive strength through collaborations with department stores,
supermarkets, shopping centers, and in-station stores while making use of their specific features.
In other businesses, the Group will strive to enhance services that support the lifestyles of residents.
(e) Exploring new businesses
In response to changing times, the Group strives to explore new businesses while selecting andstreamlining its existing businesses. The Group is also actively seeking opportunities including working
to capture new business with an integrated resort project planned in its business territory, in order torevitalize the areas along the Keikyu Railway lines and attract domestic and international visitors, using
Shinagawa and Haneda Airport as gateways.
B.

CSR Initiatives

The Group will continue addressing the issues of compliance, contribution to local communities,
and environmental measures.
Through such initiatives, the Group makes it its top priority to offer safe and reliable services andproducts as a group of enterprises that supports the lifestyles of residents in the areas along the Keikyu
Railway lines, and will continue its efforts to enhance the value of these areas and maximize its
corporate value not only in the short-term but also in the medium- and long-term.

- 17 -

3.

Basic concept of the Plan

In order to maintain or improve the corporate value of the Company and the common interest ofshareholders, the Company will continue its anti-takeover defense measures based on the contents of thePlan specified in Item 4. Under the Plan, the Company will give advance warnings to any person who
plans to conduct a large-scale purchase of the Company’s shares, that the Company has establishedspecific rules to be observed by such a person and that the Company may take a countermeasure against
such a large-scale purchase in the form of allotment of share options without contributions to existing
shareholders under the following exercise conditions and acquisition rules. Such warnings will be madethrough public announcements of the Plan, including, but not limited to, timely disclosure at the Tokyo
Stock Exchange and disclosure in its statutory documents such as business report, and publication on the
Company’s website.
(i)

Exercise conditions that do not allow a Large-scale Purchaser (as defined in Item 4(1)A; thesame applies hereinafter) to exercise the share options(ii) Acquisition provisions that allow the Company to acquire share options in exchange forshares in the Company from persons other than the Large-scale Purchaser
Under the Plan, the Independent Committee consisting of individuals selected from (1) the
Company’s Outside Directors, (2) the Company’s Outside Statutory Auditors, or (3) outside experts(such as company owners, lawyers, certified accountants, and academics with significant experiences)
who are independent from the management team of the Company will make decisions in order toeliminate arbitrary decisions by the Board of Directors, and disclose information to the shareholders in atimely manner in order to ensure the transparency of the Company’s business in accordance with the
Independent Committee Regulations (see Appendix 1). The three persons listed in Appendix 2 are to beappointed as members of the committee.

4.

The contents of the Plan (i.e., measures to prevent a person deemed “inappropriate” as specified in
the basic policy of the Plan from controlling decisions on the Company’s financial and business
policies)(1) Large-scale Purchase Rules specified in the PlanA.

Large-scale Purchase subject to the Plan

The Plan applies to any purchase of the Company’s shares, etc. as defined in the following items (i)and (ii) as well as other activities similar to such purchases (hereinafter, a “Large-scale Purchase”). Any
person who intends to conduct a Large-scale Purchase (hereinafter, a “Large-scale Purchaser”) is subject
to the rules on Large-scale Purchase specified in the Plan.
(i)

A purchase of shares, etc.1 issued by the Company which would result in the holder2’sshareholding ratio3 being 20% or higher(ii) A purchase of shares, etc.4 issued by the Company through a takeover bid5 which would
result in the sum of the purchaser’s shareholding ratio6 and its special interested party’s7
shareholding ratio being 20% or higher
B.

Submission of a Letter of Intent to the Company

Prior to commencing a Large-scale Purchase, a Large-scale Purchaser is required to submit to theBoard of Directors of the Company a document indicating a declaration that, in conducting the Largescale Purchase, the Large-scale Purchaser will adhere to the rules on Large-scale Purchases specified in
the Plan (hereinafter, the “Letter of Intent”), and that declaration must be written in Japanese in the form
specified by the Company, unless otherwise specified by the Board. The Letter of Intent should indicate
the following matters.

- 18 -

(a) Description of the Large-scale Purchasera. Name/company name and home/office address
b. Title and name of its representativec. Business and purpose of the Large-scale Purchaser as a company
d. Descriptions of major shareholders and investors (top 10 largest shareholders/investors)
e. Contact information in Japan
f. Jurisdiction(b) The number of shares of the Company currently owned by the Large-scale Purchaser, and the
trading status of the Large-scale Purchaser regarding the shares of the Company during theperiod of 60 days prior to the submission of the Letter of Intent(c) Description of the Large-scale Purchase proposed by the Large-scale Purchaser (class andnumber of shares of the Company to be acquired by the Large-scale Purchaser through theLarge-scale Purchase and the purpose of the Large-scale Purchase (such as, to control orparticipate in the management of the Company; to make a portfolio investment or relationshipinvestment; to transfer the Company’s shares to a third party after the Large-scale Purchase; toconduct important proposal activities8 and other purposes; if there are multiple purposes, thedescriptions of all of these purposes should be specified))C.

Request for provision of information by the Large-scale Purchaser

Prior to commencing the Large-scale Purchase, the Large-scale Purchaser is required to provide theBoard of Directors of the Company with necessary and sufficient information, written in Japanese,
which will help the shareholders and investors make a decision on the Large-scale Purchase as well as
for assessments and examinations by the Board of the Large-scale Purchase (hereinafter, the “Necessary
Information”), unless otherwise specified by the Board.
The Company will send, within 10 business days9 after the Company’s receipt of the Letter ofIntent (excluding the day of the receipt), to the Large-scale Purchaser, to the address in Japan specified
in the above Item B(a)e, an information list containing information items that must be submitted
initially (hereinafter, the “Initial Information List”), and the Large-scale Purchaser must submit
sufficient information based on the Initial Information List to the Board.
The Board may request the Large-scale Purchaser to submit additional information by a deadline
predetermined as necessary, if the Board determines that the information submitted by the Large-scale
Purchaser based on the Initial Information List does not qualify as Necessary Information. In this case,the Large-scale Purchaser is required to submit such additional information by the deadline.
The following information items should be included in the Initial Information List in principle
regardless of the scope and mode of the Large-scale Purchase.
(a) Descriptions (e.g., names, capital structures, business lines, financial positions) of the Large-scale
Purchaser and its group (including joint holders,10 special interested parties, partners (in the caseof funds) and other members)(b) Purpose, method and other information regarding the Large-scale Purchase (including the amountand type of consideration, timing, and structure of related transactions of the Large-scale
Purchase, legitimacy of the method and viability of the Large-scale Purchase)(c) Basis of the calculation of the Large-scale Purchase price (including calculation prerequisites andmethod, numerical information used for calculation, synergy effects expected to be generated as aresult of transactions relating to the Large-scale Purchase, and allocations to minority
shareholders)(d) Descriptions of fund providers for the Large-scale Purchase (including the names of providers(including substantive providers), fund-raising methods and other related transactions)- 19 -

(e) Contents of any communications with the Independent Committee regarding the Large-scale
Purchase(f) Management policies, business plans, capital and dividend policies of the Company and theGroup after the completion of the Large-scale Purchase(g) Policies on the treatment of the employees, labor unions, business partners, customers, local
communities and other stakeholders of the Company after the completion of the Large-scale
Purchase(h) Specific measures to avoid conflict-of-interest transactions with other shareholders of theCompany(i) Other information reasonably required by the Independent Committee
In addition, the Independent Committee will advise the Board of Directors of the Company toimplement the allotment of share options (as described in Item (3) below; hereinafter, the “Share
Options”) without contributions as described in Item E(a), when the committee determines that theLarge-scale Purchaser commenced the Large-scale Purchase without adhering to the rules specified in
the Plan, except in cases where there is a special reason to conduct discussions and negotiations with theLarge-scale Purchaser in pursuit of the submission of the Letter of Intent and the Necessary Informationby the Large-scale Purchaser.
D.

Examination on the scope of the Large-scale Purchase, and negotiations with andalternative proposals from the Large-scale Purchaser(a) Request for the provision of information to the Board of Directors

After the receipt of the Letter of Intent and the Necessary Information from the Large-scale
Purchaser, the Independent Committee may request the Board of Directors of the Company to submit
the directors’ opinions on the Large-scale Purchase by the Large-scale Purchaser (including a reserved
answer; the same applies hereinafter), supporting documents for such opinions, alternative proposals (ifany), and other information and materials deemed necessary by the committee within a periodreasonably determined by the committee (up to 30 days in principle).
(b) Examination by the Independent Committee
When the Independent Committee determines that it has received sufficient information andmaterials (including those additionally requested) from the Large-scale Purchaser and the Board of
Directors of the Company (if requested to do so as described above), the committee will set an
examination period up to 60 days in the case of a purchase of all of the Company’s shares by a takeover
bid that limits the purchase consideration to be paid in cash (Japanese Yen), or up to 90 days in the caseof a purchase of the Company’s shares by other means (hereinafter, the “Independent Committee
Examination Period”).
The committee will examine the proposed Large-scale Purchase by the Large-scale Purchaser andthe alternative proposals of the Board, collect information and make a comparative review of therespective business plans of the Large-scale Purchaser and the Board during the Independent Committee
Examination Period based on the information and materials submitted by the Large-scale Purchaser andthe Board, from the standpoint of maintaining or improving the corporate value of the Company and thecommon interest of shareholders.
When the committee requests the Large-scale Purchaser through the Board to submit additional
materials and other information, or to discuss and negotiate during the Independent Committee
Examination Period, the Large-scale Purchaser will promptly respond to such a request. The Large-scale
Purchaser may not commence the Large-scale Purchase until the Independent Committee Examination
Period ends.
The committee may ask for advice from an independent third party (such as financial advisors,certified accountants, lawyers, consultants, and other professionals) at the Company’s expense, in order- 20 -

to ensure that the committee will make a decision that contributes to the corporate value of theCompany and the common interest of shareholders.
(c) Information disclosure to shareholders and stakeholders
The Independent Committee will promptly disclose information by itself or through the Board of
Directors of the Company the fact of the Large-scale Purchase proposed by the Large-scale Purchaser.
In addition, it will disclose a summary of the proposal and the Necessary Information; thecommencement, extension and expiry of the Independent Committee Examination Period; and othermatters deemed necessary by the committee.
E.

Judgment method by the Independent Committee

The Independent Committee will advise the Board of Directors of the Company through thefollowing procedures when a Large-scale Purchaser proposes a Large-scale Purchase. If the committee
provides advice or makes a resolution for the Board as described in Items (a) through (c) below, or if thecommittee otherwise deems it necessary, the committee will promptly disclose by itself or through theBoard the fact and summary of such an advice or resolution and other matters deemed necessary by thecommittee (including the extended Independent Committee Examination Period and its concrete reasons
if the committee extends the Independent Committee Examination Period as described in Item (c)below).
(a) When may the Independent Committee advise the implementation of antitakeover defense measures
The Independent Committee will advise the Board of Directors of the Company to conduct theallotment of Share Options without contributions regardless of the commencement or expiry of the
Independent Committee Examination Period, if the Large-scale Purchaser fails to take procedures as
specified in Items B through D above, or if the committee deems it appropriate to conduct the allotmentof Share Options without contributions because the Large-scale Purchase by the Large-scale Purchaser
falls under any of the categories specified in Item (2) “Requirements for the allotment of Share Options
without contributions” below after examining the proposed Large-scale Purchase or after discussions or
negotiations with the Large-scale Purchaser.
After providing the above advice, the committee is still entitled to advise the board if it decides on
the suspension of the allotment of Share Options without contributions prior to the effective date of theallotment, or the acquisition of the allotted Share Options without contributions or makes otherdecisions between the effective date of the allotment and the day before the first day of the exercise
period for the Share Options (both days inclusive), if any of the following events occurs:a. The Large-scale Purchaser cancels the Large-scale Purchase after the Independent
Committee provided its advice, or in any other cases where the Large-scale Purchase iscanceled
b. Due to a change in the facts which were the bases of the above advice, the Large-scale
Purchase by the Large-scale Purchaser becomes outside the categories specified in Item (2)“Requirements for the allotment of Share Options without contributions” below, or even if
the Large-scale Purchase falls under any of the said categories but the allotment of Share
Options without contributions becomes inappropriate(b) When will the Independent Committee advise not to implement anti-takeover
defense measures
The Independent Committee will advise the Board of Directors of the Company not to conduct theallotment of Share Options without contributions regardless of the commencement or expiry of the- 21 -

Independent Committee Examination Period, if the Large-scale Purchase by the Large-scale Purchaser
becomes outside the categories specified in Item (2) “Requirements for the allotment of Share Options
without contributions” below, or even if the Large-scale Purchase falls under any of the said categories
but the allotment of Share Options without contributions is deemed inappropriate after examining theLarge-scale Purchase or after discussions or negotiations with the Large-scale Purchaser, or if the Board
fails to submit opinions as specified in Item D above or information or materials requested by thecommittee within the predetermined period.
After providing the above advice, the committee is still entitled to advise the board if it determinesthat it is appropriate to implement the allotment of Share Options without contributions and makes otherdecisions, in the case where the Large-scale Purchase by the Large-scale Purchaser falls under any of
the categories specified in Item (2) “Requirements for the allotment of Share Options without
contributions” below, and the implementation of the allotment of Share Options without contributions
becomes appropriate due to a change in the facts which were the bases of the above advice.
(c) When may the Independent Committee extend the Independent Committee
Examination Period
If the Independent Committee has any reasonable ground not to provide advice regarding theimplementation or non-implementation of the allotment of Share Options without contributions prior to
the expiry of the Independent Committee Examination Period, the committee may resolve the extensionof the said period to the extent deemed reasonably necessary (but up to 30 days) to examine the Largescale Purchase by the Large-scale Purchaser as well as to hold discussions, negotiations, or alternative
proposal examinations with the Large-scale Purchaser.
After the Independent Committee Examination Period is extended based on the above resolution,
the committee, within the extended Independent Committee Examination Period, will continue its
information collection and examinations and make its utmost effort to provide advice or alternative
proposals regarding the implementation or non-implementation of the allotment of Share Options
without contributions.
F.

Resolution of the Board of Directors

After receiving the above advice from the Independent Committee, the Board of Directors of theCompany, as an entity under the Companies Act, will promptly pass a final resolution but taking into
account the above advice to the extent possible regarding the implementation or non-implementation of
the allotment of Share Options without contributions.
After passing the above resolution, the Board will promptly and publicly disclose a summary of theresolution and other matters it may deem necessary.
G.

Cancellation of the allotment of Share Options without contributions and acquisition of
the allotted Share Options without contributions

After resolving the implementation of the allotment of Share Options without contributions bytaking the procedures specified in Item F above, the Board of Directors of the Company is still entitled
to resolve the cancellation of the allotment of Share Options without contributions (prior to the effective
date of the allotment) or the acquisition of Share Options without contributions (after the effective dateof the allotment) based on the advice of the Independent Committee, or regardless of the advice or its
contents, if any of the following cases occurs by the day preceding the first day of the exercise period
for the Share Options: (a) the Large-scale Purchaser cancels the Large-scale Purchase; or (b) there is any
change in the facts which were the bases in deciding in favor of the allotment of Share Options without
contributions, and if it becomes inappropriate to maintain the allotment of Share Options without
contributions, which was implemented from the standpoint of maintaining or improving the corporate
value of the Company and the common interest of shareholders.

- 22 -

After the above resolution, the Board will promptly and publicly disclose a summary of theresolution and other matters it may deem necessary.
(2) Requirements for the allotment of Share Options without contributions
If the Large-scale Purchaser fails to take the procedures specified in Items B through D of (1)“Large-scale Purchase Rules specified in the Plan” above, or when the Large-scale Purchase by theLarge-scale Purchaser falls under any of the following categories and it is deemed appropriate toimplement the allotment of Share Options without contributions, the Company will implement theallotment of Share Options without contributions upon the resolution of the Board of Directors of theCompany as specified in Item F of (1) “Large-scale Purchase Rules specified in the Plan” above. In thiscase, it is necessary to obtain the approval of the Independent Committee regarding the appropriatenessof implementing the allotment of Share Options without contributions as specified in Item E of (1)“Large-scale Purchase Rules specified in the Plan” above.
A.

If the Large-scale Purchase may cause obvious damage to the corporate value of theCompany and the common interest of shareholders due to the following acts or othersimilar acts(a) The act of purchasing all the shares, etc. and requesting the Company to purchasethe shares at a higher price(b) The act of temporarily controlling the management of the Company in order for theLarge-scale Purchaser to gain profits to the detriment of the Company such aspurchasing the Company’s important assets at a low price(c) The act of using the assets of the Company as collateral for debts of the Large-scale
Purchaser or its group companies, or as sources of funds to repay such debts(d) The act of temporarily controlling the management of the Company in order to sell
the high value assets of the Company which are not involved in the business of theCompany, and to distribute high interim dividends by using the sales proceeds ofthe said assets, or to sell the shares of the Company when the share price rises
sharply due to such temporary high dividends

B.

If the Large-scale Purchase virtually forces the shareholders to sell their shares, etc. bymeans of a coercive two-tier takeover bid (meaning a takeover bid that does not seek toacquire all shares in the initial acquisition, and sets unfavorable or unclear acquisition
conditions for the shareholders in the second stage)

C.

If the acquisition conditions (including the amount and type of consideration, timing,
legitimacy of the method and viability of the Large-scale Purchase, and policies on thetreatment of the employees, labor unions, business partners, customers, local
communities and other stakeholders of the Company after the completion of the Largescale Purchase) of the Large-scale Purchase are clearly insufficient or inappropriate inlight of the Company’s primary valueD.

If the Large-scale Purchase may cause a serious hindrance to the safety and public
aspect of the railway business of the Company or the interest of its customers due toinsufficient or inappropriate management policies or business plans after the Largescale Purchase by the Large-scale PurchaserE.

If the Large-scale Purchase may cause serious damage to the corporate value of theCompany and the common interest of shareholders by destroying the relationship withthe employees, business partners, and other counterparties of the Group or its corporate
culture, which are necessary to generate the corporate value of the Company- 23 -

(3) Outline of the allotment of Share Options without contributions
The outline of the allotment of Share Options without contributions to be implemented under thePlan is specified in Appendix 3 “Outline of the allotment of Share Options without contributions”.
(4) Effective term, abolishment and amendment of the Plan
The effective term of the Plan will be extended until the end of the Annual General Meeting of
Shareholders to be held in June 2018 on the condition that this extension is approved by theshareholders at this meeting.
If a resolution on the amendment or abolishment of the Plan is made at any general meeting ofshareholders of the Company prior to the expiry of the effective term, the Plan should be amended orabolished at that time based on the resolution. If a resolution on the abolishment of the Plan is made at
any Board of Directors meeting consisting of directors selected at a general meeting of shareholders of
the Company, the Plan should be abolished at that time.
The Board of Directors of the Company may amend or change the Plan upon the approval of the
Independent Committee to the extent permitted by the basic policy of the Plan, or to the extent
reasonably deemed necessary due to amendments to the Companies Act, the Financial Instruments andExchange Act, the rules of Financial Instruments Exchanges, and other applicable laws and regulations;changes to interpretation and implementation of these laws and regulations; or changes to tax systems or
judicial precedents.
If the Plan is abolished or amended, the Company will promptly disclose the abolishment oramendment (the contents of the amendment as well) and other matters deemed necessary by the Boardor the Independent Committee.
5.

Rationality of the Plan
(1) Satisfying all requirements specified in the Anti-takeover Defense Policy

The Plan satisfies all of the three basic principles set out in the “Policy Concerning Anti-takeover
Defenses for Maintaining and Improving Corporate Value and Shareholders’ Common Interests” jointly
issued by the Ministry of Economy, Trade and Industry and the Ministry of Justice on May 27, 2005.
These principles consist of “maintenance and improvement of the corporate value and shareholders’common interests,” “prior disclosure and respect for shareholder intent,” and “ensuring necessity andreasonableness.” The Plan also reflects the “Takeover Defense Measures in Light of Recent
Environment Changes” released by the Corporate Value Study Group on June 30, 2008.
(2) Aiming to maintain or improve the common interest of shareholders
The Plan aims to maintain or improve the corporate value of the Company and the common
interest of shareholders when the Large-scale Purchase of the shares, etc. of the Company is proposed,by securing necessary information and periods for shareholders to determine the acceptance of theLarge-scale Purchase or for the Board of Directors of the Company to offer alternative proposals, thus
enabling negotiations with the Large-scale Purchaser on behalf of shareholders.
(3) Respecting the intent of shareholders
As explained in Item 4 (4) “Effective term, abolishment and amendment of the Plan” above, theeffective term of the Plan will be extended upon approval of shareholders at this Annual General
Meeting of Shareholders. Thereafter, the Plan may be changed or abolished if a resolution on theamendment or abolishment is made at any general meeting of shareholders of the Company. In other- 24 -

words, the existence of the Plan and its content are determined by the intent of shareholders at a general
meeting of shareholders of the Company.
(4) Respecting the advice of highly independent third-party experts and information disclosure
When introducing the Plan, the Company established the Independent Committee as a consultative
body capable of making objective and substantive decisions regarding the implementation of the antitakeover defense measures, in order to eliminate arbitrary decisions by the Board of Directors of theCompany. The committee will remain along with the extension of the Plan.
The committee consists of at least three members selected from the Company’s Outside Directors,
Outside Statutory Auditors, or outside experts (experienced corporate managers, lawyers, certified
public accountants, academics or other similar professionals), who are independent from the
management team executing the business of the Company.
The Company discloses a summary of the decisions made by the committee to its shareholders asnecessary, thereby ensuring a system for the transparent management of the Plan to the extent necessary
to contribute to the corporate value of the Company and the common interest of shareholders.
(5) Establishing reasonable and objective requirements for implementing the Plan
As explained in Item E of 4 (1) “Large-scale Purchase Rules specified in the Plan” and Item 4 (2)“Requirements for the allotment of Share Options without contributions” above, the Plan is
implemented only when all predetermined, reasonable and objective requirements for implementation
are satisfied, thus ensuring a system to prevent the Board of Directors of the Company from arbitrarily
implementing the Plan.
(6) Obtaining opinions from third-party experts
As explained in Item D of 4 (1) “Large-scale Purchase Rules specified in the Plan” above, theIndependent Committee may obtain advice from independent third parties (such as financial advisors,certified accountants, lawyers, consultants and other professionals) at the expense of the Company whena Large-scale Purchase is proposed. In this way, the fairness and objectivity of decisions by thecommittee are strictly secured.
(7) No dead-hand or slow-hand poison pill
As explained in Item 4 (4) “Effective term, abolishment and amendment of the Plan” above, thePlan may be abolished by a resolution of the Board of Directors of the Company, which consists of
Directors selected at a general meeting of shareholders of the Company. Therefore, a person whopurchased a large number of shares, etc. of the Company can appoint Directors at a general meeting ofshareholders and cause the board so selected to abolish the Plan. In this regard, the Plan is not a deadhand poison pill (an anti-takeover defense that cannot be blocked even if the majority of members of theboard are replaced).
In addition, the Company sets the term of office of its Directors as one year; therefore, the Plan is
not a slow-hand poison pill (an anti-takeover defense that takes a considerable amount of time to block
because all board’s members cannot be replaced at the same time).

- 25 -

6.

Impact on our shareholders and investors(1) Impact of the continuation of the Plan on our shareholders and investors

In case the Plan is continued, the allotment of Share Options without contributions will not be
implemented; therefore, the Plan will have no direct impact on the rights and interests of theshareholders and investors of the Company.
As explained in Item 4 above, the Company’s response policy towards the Large-scale Purchasediffers depending on whether the Large-scale Purchaser complies with the Plan. Therefore, theshareholders and investors are requested to monitor the movements of the Large-scale Purchaser.
(2) Impact on our shareholders and investors at the time when the allotment of Share Options
without contributions is implemented
If the Board of Directors of the Company determines to implement the allotment of Share Options
without contributions, Share Options will be granted free of charge to the shareholders in the form of up
to one option per share held as of the allotment date with the allotment rate, both separately determined
by Board’s resolution of the allotment of Share Options without contributions. If a shareholder fails tofollow the procedures for exercising its Share Options including the payment of the exercise price andother procedures as specified in Item A of (3) “Procedures for shareholders upon the allotment of Share
Options without contributions” below during the exercise period, the value of the shares held by theshareholder will be diluted due to the exercise of Share Options by other shareholders. However, theCompany may acquire Share Options from the shareholders other than the Large-scale Purchaser inexchange for the Company’s shares by taking the procedures specified in Item B of (3) “Procedures forshareholders upon the allotment of Share Options without contributions” below. In this case, theshareholders other than the Large-scale Purchaser will receive shares without exercising their Share
Options or paying for the exercise price, and the value of the shares held will not be diluted.
If the board resolves to implement the allotment of Share Options without contributions, and later
determines the cancellation of the allotment of Share Options without contributions or the acquisition of
the allotted Share Options without contributions by taking the procedures specified in Item G of 4 (1)“Large-scale Purchase Rules specified in the Plan,” the value of the Company’s shares may fluctuate in
response to such decisions. For example, when the shareholders entitled to receive the allotment of
Share Options without contributions are confirmed, and then the Company decides to cancel theallotment or the acquisition of Share Options without contributions (i.e., new shares are not granted), theeconomic value per share of the Company’s shares held by the shareholders will not be diluted. Please
understand that, in this case, the shareholders and investors who have traded the Company’s shares
under the assumption of such a dilution of per-share economic value may suffer unexpected losses due
to fluctuations in the share price.
(3) Procedures for shareholders upon the allotment of Share Options without contributions
A. Procedures for exercising the Share Options
The Company will send a written Share Options exercise request (in the form specified by the Company,
stating the necessary matters for exercising Share Options including the contents and number of the
Share Options to be exercised and the exercise date as well as a representation and warranty clauseregarding the shareholder’s satisfying the exercise conditions of Share Options, an indemnity clause,and other covenants) and other documents necessary for exercising Share Options to the shareholders
registered in the latest shareholder registry of the Company as of the allotment date, in principle. Afterthe allotment of Share Options without contributions is implemented, the shareholders will be required
to submit the necessary documents within the exercise period for the Share Options, and pay theexercise price determined by the Board of Directors of the Company at the time of resolution on theallotment of Share Options without contributions to the designated place for payment. The exercise
price will be determined within a range from one yen per option up to the amount equivalent to 50% of- 26 -

the market price per share of the Company’s shares. Accordingly, the shareholders will receive theCompany’s shares in the form of one share per option, in principle.
B. Procedures for the acquisition of Share Options
If the Board of Directors of the Company resolves to implement the allotment of Share Options
without contributions, the Company may acquire the Share Options in exchange for granting theCompany’s shares to the shareholders by taking statutory procedures on the date separately determinedby the Board. In this case, the shareholders may be required to separately submit a document in the form
specified by the Company, containing a representation and warranty clause confirming that theshareholders are not the Large-scale Purchaser, as well as an indemnity clause and other covenants.
In addition to the above, the Company will publicly announce or notify the description of methodsof allotment and exercise of Share Options, or the acquisition of Share Options by the Company, to theshareholders after the Board resolves to implement the allotment of Share Options without contributions.
Please confirm the disclosure information and the substance of the notices.

1

The term “shares, etc.” means “Share Certificates, etc.” as defined in Article 27-23, Paragraph 1 of the Financial
Instruments and Exchange Act (the “FIEA”); the same applies hereinafter unless otherwise provided hereunder. In case of
any revisions to any laws and regulations that are referenced in the Plan (including the change to the relevant
law/regulation name and the establishment of a new law/regulation to replace the former law/regulation), thecorresponding articles or paragraphs shall be read as those in the corresponding laws/regulations that have substantively
replaced the former ones after said revisions, unless otherwise specified by the Board of Directors of the Company.
2
The term “holder” means those included in “Holders” defined in Article 27-23, Paragraph 3 of the FIEA (including
those deemed applicable by the Board of Directors of the Company); the same applies hereinafter.
3
The term “shareholding ratio” means “Holding Ratio of Share Certificates, etc.” defined in Article 27-23, Paragraph 4of the FIEA; the same applies hereinafter.
4
The term “shares, etc.” means “Share Certificates, etc.” as defined in Article 27-2, Paragraph 1 of the FIEA.
5
The term “takeover bid” means “Tender Offer” defined in Article 27-2, Paragraph 6 of the FIEA; the same applies
hereinafter.
6
The term “shareholding ratio” means “Share Certificates, etc. Holding Rate” defined in Article 27-2, Paragraph 8 of the
FIEA; the same applies hereinafter.
7
The term “special interested party” means “Persons in Special Relationship” defined in Article 27-2, Paragraph 7 of the
FIEA including those deemed applicable by the Board of Directors of the Company; provided, however, that persons
defined in Article 3, Paragraph 2 of the “Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share
Certificates, etc. by Person Other than Issuer” are excluded from those described in Item 1 of Article 27-2, Paragraph 7 of
the FIEA. The same applies hereinafter.
8
The term “important proposal activities” means “Act of Making Important Suggestion, etc.” defined in Article 27-26,
Paragraph 1 of the FIEA.
9
The term “business day” refers to days other than those listed in Article 1, Paragraph 1 of the Act on Holidays of
Administrative Organs; the same applies hereinafter.
10
The term “joint holder” means “Joint Holder” defined in Article 27-23, Paragraph 5 of the FIEA, including thosedeemed applicable by the Board of Directors of the Company in accordance with Paragraph 6 of the same article; thesame applies hereinafter.

- 27 -

Appendix 1
Summary of the Independent Committee Regulations
1. The Independent Committee shall be established by a resolution of the Board of Directors of theCompany.
2. The number of the members of the Independent Committee shall be at least three. The Board of
Directors of the Company shall appoint them from (1) Outside Directors of the Company, (2) Outside
Statutory Auditors of the Company, or (3) outside experts who are independent from the management
team of the Company. Outside experts must be experienced corporate managers, government officials,
lawyers, certified public accountants, academics or other similar professionals. Outside experts must
conclude with the Company an agreement including a duty of care of a good manager provision
specified by the Company.
3. The term of office of the members of the Independent Committee shall expire at the end of an annual
general meeting of shareholders in the last fiscal year that will end within three years since theappointment, unless otherwise specified by a resolution of the Board of Directors of the Company. If
an Outside Director or an Outside Statutory Auditor who is a committee member ceases to be a
Director or a Statutory Auditor, his or her term of office as a committee member shall terminate at thesame time.
4. The Independent Committee may ask the Company’s Directors, Statutory Auditors, employees andother persons deemed necessary to attend its meeting and provide opinions and explanations asnecessary.
5. The Independent Committee may host a meeting as necessary and shall adopt resolutions with amajority vote with all members of the committee attending the meeting. If any member is unable toattend the meeting due to an accident or other unavoidable circumstances, the committee shall adopt
resolutions with a majority vote with majority of members attending the meeting.
6. The Independent Committee shall make decisions on the items below and provide the reasons for thosedecisions to the Board of Directors of the Company. The committee shall promptly and publicly
disclose, by itself or through the Board, the fact of the advice, its content, and other matters deemednecessary by the committee.
Each member of the committee shall make decisions from the perspective of whether the decisions willcontribute to the corporate value of the Company and the common interest of shareholders and shallnot pursue their personal benefits or the benefits of the management of the Company.
(1) Whether to implement the allotment of Share Options without contributions under the Plan
(2) Cancellation of the allotment of Share Options without contributions; acquisition of Share Options
without contributions under the Plan
(3) Other matters that require a decision by the Board of Directors of the Company, for which theBoard has consulted the Independent Committee
7. In addition to those listed in Paragraph 6 above, the Independent Committee may conduct thefollowing activities:(1) Deciding on the applicability of the Plan to the Large-scale Purchase(2) Deciding on information, opinions, alternative proposals and materials to be submitted to the
Independent Committee by the Large-scale Purchaser and the Board of Directors of the Company,
as well as the deadline date of such submission(3) Setting an examination period for the Independent Committee (up to 60 days in the case of apurchase of all of the Company’s shares by a takeover bid that limits the purchase consideration to
be paid in cash (Japanese Yen), or up to 90 days in the case of a purchase of the Company’s sharesby other means, and extending such period(4) Inspecting and examining the contents of the Large-scale Purchase by the Large-scale Purchaser(5) Conducting negotiations and discussions with the Large-scale Purchaser(6) Examining alternative proposals- 28 -

(7) Indicating alternative proposals to shareholders(8) Approving the abolishment or amendment of the Plan (in the case of amendments, to the extent
permitted by the basic policy of the Plan, or to the extent deemed reasonably necessary due toamendments to the Companies Act, the Financial Instruments and Exchange Act, the rules ofFinancial Instruments Exchanges, and other applicable laws and regulations; changes tointerpretation and implementation of these laws and regulations; or changes to tax systems or
judicial precedents)(9) Other activities which the Independent Committee may conduct under the Plan
(10) Other activities which the Board of Directors of the Company has determined that the Independent
Committee may conduct
8. The Independent Committee may obtain advice from independent third parties (such as financial
advisors, certified accountants, lawyers, and consultants) at the expense of the Company.

- 29 -

Appendix 2
Brief Personal Histories of Independent Committee Members

Masao Sakai
Born January 1940
Apr. 1964

Joined Fuji Television Network, Inc.

Jun. 1997

Director, Fuji Television Network, Inc.

Jun. 2001

Senior Executive Managing Director, Fuji Television Network, Inc.

Jun. 2002

Executive Managing Director, Toyama Television Broadcasting Co.,ltd. (present)

Jun. 2005

President, FCG Research Institute, Inc.

Jun. 2012

Chairman, FCG Research Institute, Inc. (present)

Note: Mr. Masao Sakai has no specific interest in the Company

Osamu Sudoh
Born January 1954
Apr. 1980

Registered as an attorney-at-law (member of Daini Tokyo Bar
Association)

Apr. 1983

Partner at Tokyo Yaesu Law Offices

Apr. 1993

Partner at Asahi Law Offices

Jun. 1999

Partner at Sudoh & Takai Law Offices (present)

Note: Mr. Osamu Sudoh has no specific interest in the Company

Rieko Sato
Born November 1956
Apr. 1984

Registered as an attorney-at-law (member of Daini Tokyo Bar
Association)

Jul. 1998

Partner at Ishii Law Office (present)

Note: Ms. Rieko Sato has no specific interest in the Company- 30 -

Appendix 3
Outline of the Allotment of Share Options Without Contributions
1. The number of Share Options
The number of Share Options shall be determined by a resolution of the Board of Directors of the Company
at its meeting on the allotment of Share Options without contributions (hereinafter, the “resolution of theallotment of Share Options without contributions”) up to the number equivalent to the total number ofshares issued by the Company as of the end of the allotment date separately determined by the board’s
resolution of the allotment of Share Options without contributions (hereinafter, the “allotment date”) lessthe number of shares of the Company held by the Company as of that day.
2. Eligible shareholders
The Company shall grant Share Options free of charge to the shareholders other than the Company
registered in the latest shareholder registry of the Company as of the allotment date in the form of up to one
option per share held by such shareholders with the allotment rate separately determined by the Board of
Directors of the Company’s resolution of the allotment of Share Options without contributions.
3. Effective date of the allotment of Share Options without contributions
The Board of Directors of the Company shall determine the effective date by the resolution of the allotmentof Share Options without contributions.
4. Class and number of shares subject to Share Options
The class of shares subject to Share Options shall be the Company’s common shares. The number of sharessubject to one option shall be one share (hereinafter, the “number of target shares”) unless any adjustment
is made.
5. Amount of assets to be paid upon the exercise of Share Options
Assets to be paid upon the exercise of Share Options shall be money, and the amount of assets to be paid
upon the exercise of Share Options shall be separately determined by the Board of Directors of theCompany’s resolution of the allotment of Share Options without contributions, within a range from one yen
per share up to the amount equivalent to 50% of the market price per share of the Company’s shares.
6. Exercise period of Share Options
The exercise period of Share Options shall be a period of one to two months separately determined by the
Board of Directors of the Company’s resolution of the allotment of Share Options without contributions,starting from the effective date of the allotment of Share Options without contributions, or the dateseparately determined by the board’s resolution of the allotment of Share Options without contributions. If
the Company acquires Share Options as specified in Item 9 (2) below, the exercise period of such Share
Options pertaining to the acquisition shall be up to the business day immediately prior to the acquisition
date. If the final day of the exercise period falls on a holiday at the place handling the payment for the
exercise of Share Options, the final day of the exercise period shall be the business day immediately afterthat day.
7. Conditions for the exercise of Share Options(1) Specified large-scale shareholders11(2) Joint holders of specified large-scale shareholders- 31 -

(3) Specified large-scale purchasers12(4) Special interested party of specified large-scale purchasers(5) Persons who acquired Share Options by way of transfer or succeed to Share Options frompersons who fall under any of Items (1) through (4) above without obtaining approval from theBoard of Directors of the Company(6) Persons related13 to those listed in Items (1) through (5) above (hereinafter, persons who fallunder any of Items (1) through (6) shall be collectively referred to as the “Specified Large-scale
Purchaser”)
Any persons listed above may not exercise Share Options, in principle.
8. Transfer of Share Options
The acquisition of Share Options by way of transfer shall require the approval of the Board of Directors of
the Company.
9. Acquisition of Share Options by the Company(1) The Company may acquire all Share Options without contributions on a day separately
determined by the Board of Directors of the Company up to the day preceding the first day ofthe exercise period for the Share Options if the acquisition of Share Options by the Company isdeemed appropriate by the Board.
(2) On a day separately determined by the Board of Directors of the Company, the Company may
acquire all Share Options, held by persons other than the Specified Large-scale Purchaser, thathave not been exercised by the business day immediately preceding the day specified by theboard, and deliver the shares in the number of target shares per option in exchange for Share
Options. If a third party other than the Specified Large-scale Purchaser acquires by way oftransfer the Share Options owned by the Specified Large-scale Purchaser after the acquisitionof Share Options by the Company, the Company may acquire those Share Options under thisprovision more than once.
11
The term “specified large-scale shareholders” means a holder of shares, etc. issued by the Company and whose holding
ratio of the shares is at least 20% confirmed by the Board of Directors of the Company; the same applies hereinafter.
12
The term “specified large-scale purchaser” means a person who makes a public announcement of purchase, etc. (asdefined in Article 27-2, Paragraph 1 of the FIEA; the same applies throughout this footnote) of shares, etc. (share certificates,etc. as defined in Article 27-2, Paragraph 1 of the FIEA; the same applies throughout this footnote) issued by the Company
through a tender offer and whose holding ratio of shares, etc., in respect of such shares, etc., owned by the person after such
purchase, etc. (including similar ownership as specified in Article 7, Paragraph 1 of the Order for Enforcement of the FIEA),
is at least 20% when combined with the holding ratio of shares, etc., of the special interested party of the person, which is
confirmed by the Board of Directors of the Company; the same applies hereinafter.
13
The term “persons related” means a person who substantively controls, is controlled by or is under common control withthose listed the above. The term “control” means to “control the determination of the financial and business policies” (asdefined in Article 3, Paragraph 3 of the Order for Enforcement of the Companies Act) of other corporations or entities.

- 32 -

[Reference]
Independence Criteria for Outside Officers
Outside Directors or Outside Statutory Auditors of the Company must not fall under any of thefollowing categories if they are to be considered independent.
1. An executing person of the Company and its group companies (hereinafter, collectively the“Company”)
2. A major shareholder of the Company, or an executing person of a company that is a major shareholderof the Company
3. A person who is a major lender of the Company, or an executing person of a company that is a major
lender partner
4. A person for whom the Company is a major trading partner or an executive officer of a company forwhich the Company is a major trading partner
5. A person who is a major trading partner of the Company or an executing person of a company which isa major trading partner of the Company
6. A person receiving donations or financial assistance in an amount exceeding a certain threshold fromthe Company, or a director or other executing person of a corporation, or group such as a union, etc.
receiving donations or financial assistance in an amount exceeding a certain threshold from theCompany
7. An attorney-at-law, certified accountant, tax accountant or consultant who receives money or otherproperty benefits in an amount exceeding a certain threshold from the Company other than director
remunerations
8. A person who belongs to a corporation, such as a law firm, audit corporation, tax accountant
corporation, or consulting firm; or a group, such as a union that receives money or other property
benefits in an amount exceeding a certain threshold from the Company
9. An outside director or an outside statutory auditor of another company with which an the Company
holds an outside director mutual appointment relationship
10. A person who falls under the category described in Item 1 above for the past 10 years, or a person who
falls under the category described in any of the Items 2 to 9 above for the past 5 years
11. If a person with an important position falls under the category described in any of the items 1 to 9
above, then the spouse or relative within the second degree of kinship of such person

Notes:
1.

The term “executing person” refers to an “executive director, executive officer, manager, or person or employee
equivalent to this.”2.

The term “major shareholder” in Item 2 means “a person (or a company) who holds 10% of the total voting rights of theCompany directly or indirectly at the end of the most recent business year.”3.

The term “a person (or a company) who is a major lender of the Company” in Item 3 means “a financial institution orother large creditor with which/whom the Company was relying on, with no substitute, for its funds procurement at theend of the most recent business year.”

4.

The term “a person (or a company) for whom/which the Company is a major trading partner” in Item 4 means a “person(or a company) who has received payments from the Company in an amount equivalent to 2% or more of theconsolidated annual net sales of that person (or company) in the latest business year.”- 33 -

5.

The term “a person (or a company) who is a major trading partner of the Company ” in Item 5 means a “person (or acompany) who has made payments to the Company in an amount equivalent to 2% or more of the consolidated annual
net sales of the Company in the latest business year.”

6.

The term “a certain threshold” in Items 6 and 7 means “10 million yen per year.”

7.

The term “a certain threshold” in Item 8 means “2% or more of the total net sales of the corporation, or group such as aunion in the latest business year.”

8.

The term “outside director mutual appointment relationship” Item 9 means “a relationship where the executing person of
the Company in the latest business year is an outside director or an outside statutory auditor of another company and an
executing person of that other company is an outside director or an outside statutory auditor of the Company.”

9.

The term a “person with an important position” in Item 11 means “a person holding a position of general manager orhigher with authority equivalent to that of an executing person.”

10. Any matters not stated herein that may significantly affect the judgment of independence shall be managed flexibly.

- 34 -