[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 7, 2016
To our shareholders
Kazuyuki Harada
President

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

Notice of the 95th Annual General Meeting of Shareholders
You are cordially invited to attend the 95th 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 Tuesday, June 28,
2016 (Japan Standard Time).
1. Date and Time: Wednesday, June 29, 2016, 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 Audit & Supervisory Board, for the 95th
Fiscal Year (from April 1, 2015 to March 31, 2016)
2. Non-consolidated Financial Statements for the 95th Fiscal Year (from April 1, 2015 to March 31,
2016)
Matters to be resolved:
Proposal No. 1:

Appropriation of surplus

Proposal No. 2:

Election of sixteen (16) Directors

Proposal No. 3:

Election of two (2) Audit & Supervisory Board Members-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 Audit & Supervisory Board include, in addition to each statement attachedto 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, 2016)
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 andvehiclesAmount132,32143,891
16,185
2,625
57,250
1,788
585
3,592
6,423
(20)
890,196766,755
309,046
38,509Land

154,005

Construction in progress

259,307

Other

5,885

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

8,843
2,957
5,885
114,598
65,0381,612
2,890
22,46622,788

Allowance for doubtful accounts

Total assets

Item
Liabilities
Current liabilities
Notes and accounts payable - trade
Short-term loans payable
Commercial papers
Income taxes payable
Advances received
Provision for bonuses
Provision for directors’ bonuses
Other provision
Other
Non-current liabilities
Bonds payable
Long-term loans payable(198)

1,022,518

Deferred tax liabilities
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
Non-controlling interests
Total net assets
Total liabilities and net assets

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

-3-

(Millions of yen)Amount227,732
39,702
126,853
20,000
3,380
6,473
1,366
94
745
29,116
573,064
100,000
226,909
7,789
357
10,821
199,485
27,700800,796
199,803
43,73844,158112,515(608)
21,442
16,037
5,405
475
221,721
1,022,518

Consolidated Statement of Income(From April 1, 2015 to March 31, 2016)(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
Gain on sales of non-current assets
Other
Non-operating expenses
Interest expenses
Other
Ordinary income
Extraordinary income
Contribution for construction
Extraordinary losses
Impairment loss
Loss on retirement of non-current assets
Loss on reduction of non-current assets
Other
Profit before income taxes
Income taxes - current
Income taxes - deferred
LossProfit attributable to non-controlling interests
Loss attributable to owners of parent

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

-4-313,217
264,617
33,790

699
778
653
1,284
6,112
323

200
9,505
557
200
459
5,029
(775)

298,408
14,809

3,416

6,435
11,790200

10,722
1,268
4,253
2,985
25
3,011

Consolidated Statement of Changes in Equity(From April 1, 2015 to March 31, 2016)(Millions of yen)
Shareholders’ equity

Balance at beginning ofcurrent period

Capital stock

Capital surplus

Retained earnings

Treasury shares

Total shareholders’equity43,73844,158118,832(286)

206,442

Changes of items during
periodDividends of surplus(3,306)(3,306)

Loss attributable toowners of parent(3,011)(3,011)

Purchase of treasury
shares
Disposal of treasury
shares

0

(322)

(322)

0

0

Net changes of items
other than shareholders’equityTotal changes of items
during period
Balance at end of current
period–0(6,317)(322)(6,639)43,73844,158112,515(608)

199,803

Accumulated other comprehensive income

Balance at beginning ofcurrent period

Valuationdifference on
available-for-salesecurities

Remeasurementsof defined benefit
plans

Total accumulated
othercomprehensive
incomeNon-controllinginterests

Total net assets

21,06324,36645,430471

252,344

Changes of items during
periodDividends of surplus(3,306)

Loss attributable toowners of parent(3,011)

Purchase of treasury
shares(322)

Disposal of treasury
shares0

Net changes of items
other than shareholders’equity(5,026)(18,961)(23,987)

4(23,983)

Total changes of items
during period(5,026)(18,961)(23,987)4(30,623)

Balance at end of current
period16,037

5,405

21,442475

221,721

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

-5-

Non-consolidated Balance Sheet(As of March 31, 2016)
Item
AssetsAmountCurrent assets
Cash and deposits
Railway fares receivables
Accounts receivable
Short-term loans receivable
Land and buildings for sale in lots
Prepaid expenses
Deferred tax assets
Other current assets
Allowance for doubtful accounts

90,45626,084
549
2,135
7,445
47,753
1,485
2,551
2,451
(0)

Non-current assets
Non-current assets - railway
Non-current assets - incidental
Non-current assets - affiliated818,477
278,775
140,160
5,297

Construction in progress

261,212Investments and other assets

133,031

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
Commercial papers
Accounts payable - otherAccrued expenses
Accrued consumption taxes
Income taxes payable
Inter-line fares received
Deposits received
Prepaid fares received
Advances received
Unearned revenue
Other provision
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)Amount232,271
126,770
20,00030,075
3,268
737
187
887
1,189
3,616
2,836
1,097
745
40,860553,514100,000
226,397
4,372
3,128
199,485

45,686

Other non-current liabilities

20,13051,9698,183
12,291
19,861

Total liabilities
Net assets
Shareholders’ equity
Capital stock

785,785(3,652)(1,308)908,934

Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for advanced
depreciation of non-current
assetsReserve for special depreciation
General 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-

107,12143,73840,362
17,861
22,501
23,606
6,665
16,940
747
833
2,050
13,309(585)
16,026
16,026
123,148
908,934

Non-consolidated Statement of Income(From April 1, 2015 to March 31, 2016)(Millions of yen)
Item

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

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

-7-

81,972
63,746
18,22640,03556,82916,794
1,432
2,021
1,050
1,723
6,177
589

97
9,342
459
97

4,795

6,767
539
97

9,899
10,3416(1,038)9,309

Non-consolidated Statement of Changes in Equity(From April 1, 2015 to March 31, 2016)(Millions of yen)
Shareholders’ equity
Capital surplus

Retained earnings
Other retained earnings

Capital
stock

Legal
capitalsurplus

OthercapitalsurplusTotal
capitalsurpluses

Legalretainedearnings

43,73817,861

22,50140,362

6,665

Reserve foradvanced
Reserve fordepreciation
specialof nondepreciation
current
assetsGeneralreserve

Retainedearnings
brought
forwardTotal
retainedearnings

2,050

26,77736,221Dividends of surplus(3,306)(3,306)Loss(9,309)(9,309)

(18)

–

(833)

–

Balance at beginning ofcurrent period

728–

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

18

Provision of reserve for
special depreciation

833

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

–

–

0

0

–

18

833

–

(13,468)(12,615)

43,73817,861

22,50140,362

6,665

747

833

2,050

13,30923,606

Valuation and translation
adjustments

Shareholders’ equity
Treasury shares
Balance at beginning ofcurrent period(264)

Total shareholders’equityValuation difference on
available-for-salesecurities

120,058

20,902

Total net assets

140,961

Changes of items during
periodDividends of surplus(3,306)(3,306)Loss(9,309)(9,309)Purchase of treasury
shares

(321)

(321)

(321)

Disposal of treasury
shares000Provision of reserve foradvanced depreciationof non-current assets––

Provision of reserve for
special depreciation––

Net changes of items
other than shareholders’equity(4,875)(4,875)

Total changes of items
during period(320)(12,936)(4,875)(17,812)

Balance at end of current
period(585)

107,121

16,026

123,148

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.
The Company recorded a net loss for the current fiscal year. Nevertheless, taking into account the above
policy as well as its financial position, 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 the Company’s common share
Total: ¥1,652,570,970
As we paid ¥3 per share as the interim dividend, the total annual dividend for the term will be ¥6 pershare.
2. Effective date of dividends from surplus
June 30, 2016

-9-

Proposal No. 2: Election of sixteen (16) Directors
The terms of office of all fifteen (15) Directors will expire at the conclusion of this General Meeting of
Shareholders. We have determined to add one (1) Outside Director in order to enhance and strengthen the
structure of the Board of Directors. Accordingly, we propose that sixteen (16) Directors be elected.
The candidates for Directors are as follows:
These candidates have been approved by the Board of Directors upon consultation with the Nominating andCompensation Committees whose majority is comprised of Independent Outside Directors.
No.

Name of Directors

Current Position in the Company

1

Reappointment

Tsuneo Ishiwata

Chairman of the Board, Representative
Director

2

Reappointment

Kazuyuki Harada

President, Representative Director

3

Reappointment

Shinsuke Tanaka

Senior Executive Director

4

Reappointment

Toshiyuki Ogura

Senior Executive Director

5

Reappointment

Takashi Michihira

Executive Director

6

Reappointment

Yoshikazu Takeda

Director

OutsideIndependent officer

7

Reappointment

Kenji Sasaki

Director

OutsideIndependent officer

8

Reappointment

Yuichiro Hirokawa

Director

9

Reappointment

Toshiaki Honda

Director

10

Reappointment

Takeshi Hirai

Director

11

Reappointment

Kenryo Ueno

Director

12

Reappointment

Shosuke Ohga

Director

13

Reappointment

Kazuo Urabe

Director

14

Reappointment

Shizuyoshi Watanabe

Director

15

New

Michiko Tomonaga

Audit & Supervisory Board Member

OutsideIndependent officer

16

New

Yukihiro Kawamata(Note)(Note) Not applicable as the candidate for Director has no current position in the Company.

- 10 -Name, etc. of
Directors

1

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
171,000
Jun. 2013 Chairman of the Board, the Company (present)
Shares(Significant concurrent positions)
Chairman, Kanagawa Association of Corporate Executives
Tsuneo Ishiwata Outside Audit & Supervisory Board Member, Gurunavi, Inc.
(April 5, 1941) Outside Director, Tokai Kisen Co., Ltd.
Outside Director, TOKYU RECREATION CO., LTD.
Outside Director, Yokohama Shintoshi Center Corporation[Reasons for nominating the candidate for director]
Mr. Tsuneo Ishiwata has been engaged primarily in accounting and business
management etc. and obtained abundant experiences and deep insights in theseareas. He assumed the position of President of the Company in June 2005, andserves as Chairman of the Board responsible for the business management of theGroup since June 2013. The Company considers that he has properly performed his
duties in decision-making on important business matters, supervising businessexecution, etc. and hence, appointed him as a candidate for Director.

Reappointment

No.

Name, etc. of
Directors

Brief Personal Profile, Position and Responsibility in the
Company, and Significant Concurrent Positions

Number of theCompany’s
shares owned

No.

Brief Personal Profile, Position and Responsibility in the
Company, and Significant Concurrent Positions
Apr. 1976
Jun. 2007
Jun. 2010
Jun. 2011
Jun. 2013

2
Reappointment

Joined the Company
Director, the Company
Executive Director, the Company
Senior Executive Director, the Company
President and in charge of Inquiry and Auditing GroupOperating Department, the Company (present)
Jun. 2013 Representative Director, the Company (present)(Significant concurrent positions)Kazuyuki Harada Outside Director, Japan Airport Terminal Co., Ltd.
(January 22,
Outside Director, KAGETSUEN KANKO Co., Ltd.
Outside Director, NKB Inc.
1954)

Number of theCompany’s
shares owned

65,000 Shares[Reasons for nominating the candidate for director]
Mr. Kazuyuki Harada has been engaged primarily in railway business and humanresources and obtained abundant experiences and deep insights in these areas. He
serves as President of the Company responsible for the business management of theGroup since June 2013. The Company considers that he has properly performed his
duties in decision-making on important business matters, supervising businessexecution, etc. and hence, appointed him as a candidate for Director.

No.

3
Reappointment

Name, etc. of
Directors

Brief Personal Profile, Position and Responsibility in the
Company, and Significant Concurrent Positions

Number of theCompany’s
shares owned

Apr. 1978 Joined the Company
Jun. 2007 Director, the Company
47,000 Shares
Jun. 2011 Executive Director, the Company
Jun. 2014 Senior Executive Director, the Company (present)
Shinsuke Tanaka Jun. 2015 Executive Manager, the Company (present)[Reasons for nominating the candidate for director](February 16,
Mr. Shinsuke Tanaka has been engaged primarily in general affairs and real estate
1956)
business and obtained abundant experiences and deep insights in these areas. He
serves as Director of the Company since June 2007. The Company considers that
he has properly performed his duties in decision-making on important businessmatters, supervising business execution, etc. and hence, appointed him as a
candidate for Director.

- 11 -

No.

Name, etc. of
Directors

Brief Personal Profile, Position and Responsibility in the
Company, and Significant Concurrent Positions

Number of theCompany’s
shares owned

Apr. 1978
Jun. 2007
Jun. 2011
Jun. 2014
Jun. 2015
4
Reappointment

No.

5
Reappointment

No.

6
Reappointment
OutsideIndependent
officer

Toshiyuki Ogura(October 12,
1954)

Name, etc. of
Directors

Takashi
Michihira(April 10, 1958)

Name, etc. of
Directors

Yoshikazu
Takeda(January 25,
1953)

Joined the Company
Director, the Company
Executive Director, the Company
Senior Executive Director, the Company (present)
47,000 Shares
Senior General Manager, Development andAdministration of Facilities Headquarters and Office
Manager, Shinagawa Development Department, theCompany (present)[Reasons for nominating the candidate for director]
Mr. Toshiyuki Ogura has been engaged primarily in railway business anddevelopment projects, and obtained abundant experiences and deep insights inthese areas. He serves as Director of the Company since June 2007. The Company
considers that he has properly performed his duties in decision-making onimportant business matters, supervising business execution, etc. and hence,
appointed him as a candidate for Director.
Brief Personal Profile, Position and Responsibility in the
Company, and Significant Concurrent Positions

Number of theCompany’s
shares owned

Apr. 1982
Jun. 2007
Jun. 2011
Jun. 2015
Jun. 2015

Joined the Company
President, Keikyu Electric Engineering Co., Ltd.
Director, the Company
25,000 Shares
Executive Director, the Company (present)
Senior General Manager, Railway Headquarters, theCompany (present)[Reasons for nominating the candidate for director]
Mr. Takashi Michihira has been engaged primarily in railway business and obtained
abundant experiences and deep insights in this area. He serves as Director of theCompany since June 2011. The Company considers that he has properly performed
his duties in decision-making on important business matters, supervising businessexecution, etc. and hence, appointed him as a candidate for Director.
Brief Personal Profile, Position and Responsibility in the
Company, and Significant Concurrent Positions

Number of theCompany’s
shares owned

Mar. 2009 Director and Senior Managing Executive Officer,
Nippon Life Insurance Company
Mar. 2010 Director, Nippon Life Insurance Company
Jun. 2011 Outside Audit & Supervisory Board Member, Nihon
Parkerizing Co., Ltd. (present)
Jun. 2013 Director, the Company (present)
0 Shares
Apr. 2015 Chairman of the Board, Nissay Leasing Company,
LimitedDec. 2015 President, Nissay Culture Foundation (present)(Significant concurrent positions)
President, Nissay Culture Foundation
Outside Audit & Supervisory Board Member, Nihon Parkerizing
Co., Ltd.
[Reasons for nominating the candidate for outside director]
Mr. Yoshikazu Takeda has once served as an executive officer responsible forinternational operations and asset management at a life insurance company as wellas the owner of a leasing company, and obtained abundant experiences and broad
insights in these areas. He serves as Outside Director of the Company since June
2013. The Company considers that he has properly performed his duties insupervising business execution, etc. of the Company and hence, appointed him as a
candidate for Outside Director.

- 12 -

No.

7
Reappointment

Name, etc. of
Directors

Kenji Sasaki(September 1,
1938)

OutsideIndependent
officerNo.

8Reappointment

No.

Name, etc. of
Directors

Yuichiro
Hirokawa(July 26, 1958)

Name, etc. of
Directors

Brief Personal Profile, Position and Responsibility in the
Company, and Significant Concurrent Positions

Jun. 2000 President, NHK SPRING CO., LTD.
Jun. 2006 Chairman of the Board, NHK SPRING CO., LTD.
Dec. 2007 President, Yokohama Chamber of Commerce andIndustry
Jun. 2008 Outside Audit & Supervisory Board Member,
0 SharesYokohama Shintoshi Center Corporation (present)
Jun. 2015 Director, the Company (present)(Significant concurrent positions)
Outside Audit & Supervisory Board Member, Yokohama
Shintoshi Center Corporation[Reasons for nominating the candidate for outside director]
Mr. Kenji Sasaki has once served as the president of a leading manufacturer of
automotive components as well as the representative of local economy and society,and obtained abundant experiences and broad insights in these areas. He serves as
Outside Director of the Company since June 2015. The Company considers that hehas properly performed his duties in supervising business execution, etc. of theCompany and hence, appointed him as a candidate for Outside Director.
Brief Personal Profile, Position and Responsibility in the
Company, and Significant Concurrent Positions

Number of theCompany’s
shares owned

Apr. 1982 Joined the Company
Jun. 2007 General Manager, Accounts and Finance Department,
the Company (present)
Jun. 2011 Director, the Company (present)

31,000 Shares[Reasons for nominating the candidate for director]
Mr. Yuichiro Hirokawa has been engaged primarily in accounting and obtained
abundant experiences and deep insights in this area. He serves as Director of theCompany since June 2011. The Company considers that he has properly performed
his duties in decision-making on important business matters, supervising businessexecution, etc. and hence, appointed him as a candidate for Director.
Brief Personal Profile, Position and Responsibility in the
Company, and Significant Concurrent Positions
Apr. 1982
Mar. 2011
Jun. 2011
Sep. 2013

9
Reappointment

Toshiaki Honda(July 12, 1958)

Number of theCompany’s
shares owned

Number of theCompany’s
shares owned

Joined the Company
President, Keikyu EX Inn Co., Ltd.
Director, the Company (present)
21,000 Shares
General Manager, Housing Department, Development
and Administration of Facilities Headquarters, theCompany (present)[Reasons for nominating the candidate for director]
Mr. Toshiaki Honda has been engaged primarily in leisure services business anddevelopment projects, and obtained abundant experiences and deep insights inthese areas. He serves as Director of the Company since June 2011. The Company
considers that he has properly performed his duties in decision-making onimportant business matters, supervising business execution, etc. and hence,
appointed him as a candidate for Director.

- 13 -

No.

10
Reappointment

No.

11

Name, etc. of
Directors

Takeshi Hirai(August 29,
1958)

Name, etc. of
Directors

Kenryo Ueno
(May 1, 1960)

Reappointment

No.

Name, etc. of
Directors

Brief Personal Profile, Position and Responsibility in the
Company, and Significant Concurrent Positions

Apr. 1982 Joined the Company
Jun. 2006 Transferred to Keihin Kyuko Bus Co., Ltd.
Jun. 2012 Director, the Company (present)
15,000 Shares
Jun. 2013 President, Keihin Kyuko Bus Co., Ltd. (present)(Significant concurrent positions)
President, Keihin Kyuko Bus Co., Ltd.
[Reasons for nominating the candidate for director]
Mr. Takeshi Hirai has been engaged primarily in bus business, and obtained
abundant experiences and deep insights in these areas. He serves as Director of theCompany since June 2012. The Company considers that he has properly performed
his duties in decision-making on important business matters, supervising businessexecution, etc. and hence, appointed him as a candidate for Director.
Brief Personal Profile, Position and Responsibility in the
Company, and Significant Concurrent Positions

Reappointment

Shosuke Ohga
(September 23,
1961)

Number of theCompany’s
shares owned

Apr. 1984 Joined the Company
Jun. 2013 Director, the Company (present)
Jun. 2013 President, Keikyu Department Store Co., Ltd.
(present)
Jun. 2015 General Manager, Retail Department, Development
10,000 Shares
and Administration of Facilities Headquarters, theCompany (present)(Significant concurrent positions)
President, Keikyu Department Store Co., Ltd.
Outside Director, SAIKAYA Co., Ltd.
[Reasons for nominating the candidate for director]
Mr. Kenryo Ueno has been engaged primarily in retailing business, and obtained
abundant experiences and deep insights in this area. He serves as Director of theCompany since June 2013. The Company considers that he has properly performed
his duties in decision-making on important business matters, supervising businessexecution, etc. and hence, appointed him as a candidate for Director.
Brief Personal Profile, Position and Responsibility in the
Company, and Significant Concurrent Positions
Apr. 1984
Jun. 2013
Jun. 2013
May 2016

12

Number of theCompany’s
shares owned

Number of theCompany’s
shares owned

Joined the Company
Director, the Company (present)
19,000 Shares
President, Hotel Grand Pacific Co., Ltd.
Assistant, Development and Administration of
Facilities Headquarters (present)[Reasons for nominating the candidate for director]
Mr. Shosuke Ohga has been engaged primarily in hotel business and general affairs
and obtained abundant experiences and deep insights in these areas. He serves as
Director of the Company since June 2013. The Company considers that he has
properly performed his duties in decision-making on important business matters,
supervising business execution, etc. and hence, appointed him as a candidate for
Director.

- 14 -

No.

Name, etc. of
Directors

Brief Personal Profile, Position and Responsibility in the
Company, and Significant Concurrent Positions

Number of theCompany’s
shares owned

Apr. 1984
Jun. 2009
Jun. 2015
Jun. 201513
Reappointment

No.

14
Reappointment

No.

15
New
OutsideIndependent
officer

Kazuo Urabe(November 3,
1961)

Name, etc. of
Directors

Shizuyoshi
Watanabe(December 6,
1961)

Name, etc. of
Directors

MichikoTomonaga(July 26, 1947)

Joined the Company
President, Keikyu Station Service Co., Ltd.
Director, the Company (present)
11,000 Shares
Office Manager, Corporate Strategy Department, andin charge of Personnel Department, the Company(present)[Reasons for nominating the candidate for director]
Mr. Kazuo Urabe has been engaged primarily in railway business and generalaffairs and obtained abundant experiences and deep insights in these areas. He
serves as Director of the Company since June 2015. The Company considers that
he has properly performed his duties in decision-making on important businessmatters, supervising business execution, etc. and hence, appointed him as a
candidate for Director.
Brief Personal Profile, Position and Responsibility in the
Company, and Significant Concurrent Positions

Number of theCompany’s
shares owned

Apr. 1986 Joined the Company
Jun. 2010 General Manager, General Affairs Department, the5,000 SharesCompany (present)
Jun. 2015 Director, the Company (present)[Reasons for nominating the candidate for director]
Mr. Shizuyoshi Watanabe has been engaged primarily in general affairs andbusiness management and obtained abundant experiences and deep insights in theseareas. He serves as Director of the Company since June 2015. The Company
considers that he has properly performed his duties in decision-making onimportant business matters, supervising business execution, etc. and hence,
appointed him as a candidate for Director.
Brief Personal Profile, Position and Responsibility in the
Company, and Significant Concurrent Positions

Number of theCompany’s
shares owned

Mar. 1975 Registered as Certified Public Accountant
Jul. 2007 Vice President, the Japanese Institute of Certified
Public Accountants
Jul. 2008 Senior Partner, Ernst & Young ShinNihon LLC
Jun. 2010 Audit & Supervisory Board Member, the Company(present)
Jun. 2011 Outside Audit & Supervisory Board Member,
NIPPON TELEGRAPH AND TELEPHONE
0 Shares
CORPORATION (present)
Jun. 2014 Outside Director, Japan Exchange Group, Inc.
(present)(Significant concurrent positions)Certified Public Accountant
Outside Audit & Supervisory Board Member, NIPPONTELEGRAPH AND TELEPHONE CORPORATION
Outside Director, Japan Exchange Group, Inc.
[Reasons for nominating the candidate for outside director]
Ms. Michiko Tomonaga has once served as Vice President of the Japanese Instituteof Certified Public Accountants as well as the outside officer of major
telecommunications company, etc., and obtained abundant experiences and broad
insights in these areas. She serves as Outside Audit & Supervisory Board Memberof the Company since June 2010. The Company considers that she has properly
performed her duties in auditing business management of the Company and hence,
appointed her as a candidate for Outside Director.

- 15 -

No.

Name, etc. of
Directors

Brief Personal Profile, Position and Responsibility in the
Company, and Significant Concurrent Positions

Number of theCompany’s
shares owned

Apr. 1986 Joined the Company
Jun. 2013 Senior Executive Director, Hotel Grand Pacific Co.,
10,081 Shares
Ltd.
YukihiroJun. 2014 General Manager, Corporate Strategy Department, theKawamata
Company (present)
16[Reasons for nominating the candidate for director](February 10,
New
Mr. Yukihiro Kawamata has been engaged primarily in hotel business and business
1964)
management and obtained abundant experiences and deep insights in these areasand hence, the Company judges him to be qualified to serve as a Director of theCompany and appointed him as a candidate for Director.
Notes: 1. Special Conflicts of Interest between Candidates and the Company
There are no special conflicts of interest between the Company and any of candidates above.
2. Messrs. Yoshikazu Takeda and Kenji Sasaki, and Ms. Michiko Tomonaga are candidates for Outside Directors.
3. Special matters regarding the candidates for Outside Director are as follows:(1) The relationship between the candidates for Outside Director and a specified related business operator of theCompany
Mr. Kenji Sasaki is the Outside Audit & Supervisory Board Member of Yokohama Shintoshi Center
Corporation, the affiliated company of the Company, and also was the Outside Audit & Supervisory Board
Member of the said company in the last five years.
(2) Number of years since the candidates assumed the office of Outside Director or Outside Audit & Supervisory
Board Member:
Mr. Yoshikazu Takeda will have served three years as Outside Director at the conclusion of this General
Meeting of Shareholders.
Mr. Kenji Sasaki will have served one year as Outside Director at the conclusion of this General Meeting of
Shareholders.
Ms. Michiko Tomonaga will have served six years as Outside Audit & Supervisory Board Member at theconclusion of this General Meeting of Shareholders. She will retire from her position of Outside Audit &Supervisory Board Member at the conclusion of this General Meeting of Shareholders.
(3) Limitation of Liability Agreement with the candidates for Outside Directors
The Company has entered into agreements with Messrs. Yoshikazu Takeda, Kenji Sasaki, and Ms. Michiko
Tomonaga to limit liability for damages pursuant to Paragraph 1 of Article 423 of the Companies Act, and thelimit amount for liability for damages pursuant to these agreements is the minimum liability amount prescribedby laws and regulations.
If Messrs. Yoshikazu Takeda and Kenji Sasaki, and Ms. Michiko Tomonaga are elected as proposed, theCompany plans to conclude limited liability agreements of the same content with all of them.
4. The Company has designated Messrs. Yoshikazu Takeda, Kenji Sasaki, and Ms. Michiko Tomonaga as
independent officers pursuant to the requirements of the Tokyo Stock Exchange and has given notification
thereof to the exchange. In order to ensure the independence of Outside Officers at the Company in substantial
terms, the Company stipulates “Independence Criteria for Outside Officers” (as stated on pages 19 and 20), andevaluates the independence of Outside Officers in accordance with these standards.

- 16 -

Proposal No. 3:

Election of two (2) Audit & Supervisory Board Members

Among the four (4) Audit & Supervisory Board Members currently in office, the term of office of Mr.
Kunio Hamada will expire and Ms. Michiko Tomonaga will retire at the conclusion of this General Meetingof Shareholders. Accordingly, we propose that two (2) Audit & Supervisory Board Members be elected.
The Company has already received the approval for this proposal from the Audit & Supervisory Board.
The candidates for Audit & Supervisory Board Members are as follows:
Name, etc. of
Directors

1

Apr. 1974 Joined National Police Agency
Feb. 1994 Chief, Kochi Prefectural Police Headquarters
Sep. 1997 Director, Finance Division, Commissioner General’s
Secretariat, National Police Agency
Sep. 2001 Chief Inspector General, Commissioner General’s
Secretariat, National Police Agency
Aug. 2002 Chief, Kanagawa Prefectural Police Headquarters
Aug. 2004 Deputy Superintendent General, Tokyo Metropolitan
Police Department
Sep. 2005 Chief Chamberlain, the Board of the Crown Prince’s
0 Shares
Household, Imperial Household Agency
Apr. 2009 Ambassador Extraordinary and Plenipotentiary ofJapan to Grand Duchy of Luxembourg
TakashiJun. 2013 Outside Audit & Supervisory Board Member,
Suetsuna
Marubeni Corporation (present)(March 8, 1949) Jun. 2015 Outside Director, Totetsu Kogyo Co., Ltd. (present)(Significant concurrent positions)
Outside Audit & Supervisory Board Member, Marubeni
Corporation
Outside Director, Totetsu Kogyo Co., Ltd.
[Reasons for nominating the candidate for outside audit & supervisory board
member]Mr. Takashi Suetsuna has served as Chief of Kanagawa Prefectural Police
Headquarters and Deputy Superintendent General of the Tokyo Metropolitan Police
Department as well as the outside officer of major general trading company, etc.,
and obtained abundant experiences and broad insights in these areas. Therefore, theCompany appointed him as a candidate for Outside Audit & Supervisory Board
Member, expecting him to conduct audit duties for the Company by leveraging his
expertise and experience.

New
OutsideIndependent
officer

Brief Personal Profile, Position in the Company,
and Significant Concurrent Positions

Number of theCompany’s
shares ownedNo.

- 17 -Name, etc. of
Directors

No.

Brief Personal Profile, Position in the Company,
and Significant Concurrent Positions
Apr. 1980
Apr. 1983
Apr. 1993
Jun. 1999

2
New
OutsideIndependent
officer

Notes:

1.
2.
3.

4.
5.
6.

Number of theCompany’s
shares owned

Registered as attorney at law
Partner, Tokyo Yaesu Law Office
Established and Partner, Asahi Law Offices
Established and Partner, SUDOH & TAKAI LAWOFFICES (current SUDOH & PARTNERS)(present)
Sep. 2005 Outside Audit & Supervisory Board Member,
BANDAI NAMCO Holdings Inc. (present)
Jun. 2007 Independent Committee Member for Anti-takeover
Defenses, the Company (present)
Jun. 2011 Outside Audit & Supervisory Board Member,
0 Shares
MITSUI-SOKO Co., Ltd. (current MITSUI-SOKO
HOLDINGS Co., Ltd.) (present)
Jun. 2012 Outside Audit & Supervisory Board Member,
Osamu Sudoh
Accordia Golf co., Ltd. (present)(January 24,(Significant concurrent positions)
1952)
Partner, SUDOH & PARTNERS
Outside Audit & Supervisory Board Member, BANDAI
NAMCO Holdings Inc.
Outside Audit & Supervisory Board Member, MITSUI-SOKO
HOLDINGS Co., Ltd
Outside Audit & Supervisory Board Member, Accordia Golf co.,Ltd.
[Reasons for nominating the candidate for outside audit & supervisory board
member]Mr. Osamu Sudoh has high expertise in corporate legal affairs as an attorney at law
and serves as the outside officer of total entertainment company, etc., and obtained
abundant experiences and broad insights in these areas. Therefore, the Company
appointed him as a candidate for Outside Audit & Supervisory Board Member,
expecting him to conduct audit duties for the Company by leveraging his expertiseand experience.
Special Conflicts of Interest between Candidates and the Company
There are no special conflicts of interest between the Company and the candidates above.
Messrs. Takashi Suetsuna and Osamu Sudoh are candidates for Outside Audit & Supervisory Board Member.
Limitation of Liability Agreement with the candidates for Outside Audit & Supervisory Board Members
If Messrs. Takashi Suetsuna and Osamu Sudoh are elected as proposed, the Company plans to enter into
agreements with them 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 these agreements is the minimum liability
amount prescribed by laws and regulations.
Mr. Takashi Suetsuna is expected to assume office as Outside Audit & Supervisory Board Member ofKandenko, Co., Ltd. at its Annual General Meeting of Shareholders scheduled to be held on June 29, 2016.
Mr. Osamu Sudoh is expected to assume office as Outside Audit & Supervisory Board Member of PRONEXUS
Inc. at its Annual General Meeting of Shareholders scheduled to be held on June 28, 2016.
The Company plans to designate Messrs. Takashi Suetsuna and Osamu Sudoh as independent officers pursuant
to the requirements of the Tokyo Stock Exchange and give notification thereof to the exchange. In order toensure the independence of Outside Officers at the Company in substantial terms, the Company stipulates“Independence Criteria for Outside Officers” (as stated on pages 19 and 20), and evaluates the independence ofOutside Officers in accordance with these standards.

- 18 -

[Reference]
Independence Criteria for Outside Officers
Outside Directors or Outside Audit & Supervisory Board Members of the Company must not
fall under any of the following 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 Audit & Supervisory Board Member 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% or more of the total voting
rights of the Company 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.”- 19 -

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 Audit & Supervisory Board Member ofanother company and an executing person of that other company is an outside director or an outside Audit &Supervisory Board Member 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.

- 20 -