[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 5, 2019
To our shareholders
Kazuyuki Harada
President

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

Notice of the 98th Annual General Meeting of Shareholders
You are cordially invited to attend the 98th 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 Wednesday, June 26,
2019 (Japan Standard Time).
1. Date and Time: Thursday, June 27, 2019, 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 98th
Fiscal Year (from April 1, 2018 to March 31, 2019)
2. Non-consolidated Financial Statements for the 98th Fiscal Year (from April 1, 2018 to March 31,
2019)
Matters to be resolved:

1)

Proposal No. 1:

Appropriation of surplus

Proposal No. 2:

Partial amendments to the Articles of Incorporation

Proposal No. 3:

Election of thirteen (13) Directors

Proposal No. 4:

Election of one (1) Audit & Supervisory Board Member

The Business Report audited by the Audit & Supervisory Board Members and the Consolidated
Financial Statements and the Non-consolidated Financial Statements audited by the Accounting
Auditor and the Audit & Supervisory Board Members include, in addition to each statement attachedto this notice, major business activities in the Business Report, major business locations, etc., thestatus of employees, the status of the Accounting Auditor, the frameworks and policies of theCompany, the Consolidated Statement of Changes in Equity, the Notes to the Consolidated Financial
Statements, the Non-consolidated Statement of Changes in Equity and the Notes to the Nonconsolidated Financial Statements that have been posted on the Company’s website(https://www.keikyu.co.jp). Pursuant to the relevant laws and regulations and Article 15 of theCompany’s Articles of Incorporation, major business activities in the Business Report, major businesslocations, etc., the status of employees, the status of the Accounting Auditor, the frameworks and-1-policies of the Company, the Consolidated Statement of Changes in Equity, the Notes to theConsolidated Financial Statements, the Non-consolidated Statement of Changes in Equity and theNotes to the Non-consolidated Financial Statements are not attached to this notice.
2)

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. (https://www.keikyu.co.jp)

Exercising Voting Rights
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.

-2-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¥8 per the Company’s common share
Total: ¥2,203,280,112
As we paid ¥8 per share as the interim dividend, the total annual dividend for the term will be ¥16 pershare.
2. Effective date of dividends from surplus
June 28, 2019-3-

Proposal No. 2: Partial amendments to the Articles of Incorporation
1. Reasons for the proposal(1) The Company intends to change the location of the head office stipulated in Article 3 of the Articles ofIncorporation, relocating the headquarters from Minato-ku, Tokyo to Yokohama-shi, in order toconsolidate the headquarters functions of several of the Group companies and thereby to achieve
further improvements in operational efficiency.
A supplementary provision is planned to be established to stipulate provisional measures pertaining tothis change.
(2) The Company is going to introduce an executive officer system following the Board of Directors
meeting to be held after this General Meeting of Shareholders, with the objective of achieving
sustainable growth, an increase in corporate value over the medium to long term and further
strengthening of the corporate governance system. The Company aims to make decisions faster andclarify executive responsibilities through the introduction of the executive officer system and specify
the major roles of the Board of Directors as making important management decisions and supervisingbusiness execution in order to further strengthen the functions thereof. In this context, the Company
intends to amend some parts of Article 23 of the Articles of Incorporation in order to allow itself todesignate one Chairman of the Board of Directors as Director with specific titles, in addition to one
President, when there are any business needs.
2. Details of the amendments
Details of the amendments are as follows:(Underlined portions show amended parts.)
Proposed Amendments

Present Articles of Incorporation(Location of Head Office)
Article 3.
The Head Office of the Company is located in Minato-ku,
Tokyo.

(Location of Head Office)
Article 3.
The Head Office of the Company is located in Yokohamashi.

(Representative Director, etc.)
Article 23
1. <Omitted>
2. <Omitted>
3. The Company may designate one Chairman of the Boardof Directors and a few Executive Vice Presidents, Senior
Executive Directors and Executive Directors, when there
are any business needs.

(Representative Director, etc.)
Article 23
1. <Same as present>
2. <Same as present>
3. The Company may designate one Chairman of the Boardof Directors, when there are any business needs.

<Newly established>

Supplementary Provision
The amendments to Article 3 (Location of Head Office) shalltake effect on the date of relocation of the Head Office to beresolved at a Board of Directors meeting to be held bySeptember 30, 2019. This Supplementary Provision shall bedeleted upon effectuation of Article 3.

-4-

Proposal No. 3: Election of thirteen (13) Directors
The terms of office of all fifteen (15) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, we propose that thirteen (13) 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

Attribute

Number of Boardof Directors
Meetings Attended

1

Tsuneo Ishiwata

Chairman of the Board,
Representative Director

Reappointment

13/13

2

Kazuyuki Harada

President, Representative Director

Reappointment

13/13

3

Toshiyuki Ogura

Executive Vice President

Reappointment

13/13

4

Takashi Michihira

Senior Executive Director

Reappointment

13/13

5

Toshiaki Honda

Executive Director

Reappointment

13/13

6

Takeshi Hirai

Director

Reappointment

13/13

7

Kazuo Urabe

Director

Reappointment

13/13

8

Shizuyoshi Watanabe Director

Reappointment

13/13

9

Yukihiro Kawamata

Director

Reappointment

13/13

10

Kenji Sato

Director

Reappointment

13/13

11

Kenji Sasaki

Director

12

Michiko Tomonaga

Director

13

Yoshinori Terajima

Director

Note:

Reappointment Outside
Independent
Reappointment Outside
Independent Female
Reappointment Outside
Independent

13/13

13/13

10/10

The number of Board of Directors meetings attended for Mr. Yoshinori Terajima considers only the Board of
Directors meetings held after his assumption as Director on June 28, 2018.

-5-

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1964 Joined the Company
Tsuneo Ishiwata
Jun. 1995 Director, the Company
Jun. 1999 Executive Director, the Company
Date of birthJun. 2003 Senior Executive Director, the Company
April 5, 1941 (78 years old)
Jun. 2003 Representative Director, the Company (present)
Tenure as Director
Jun. 2005 President, the Company
Jun. 2013 Chairman of the Board, the Company (present)
24 years (At the conclusion of(Significant concurrent positions)this General Meeting ofChairman, Kanagawa-ken Employer’s Association
Shareholders)
Chairman, Kanagawa Association of Corporate Executives
Numberof
Boardof
Directors
1
Outside Audit & Supervisory Board Member, Gurunavi, Inc.
Reappointment Meetings Attended
Outside Director, Tokai Kisen Co., Ltd.
13/13
[Reasons for nominating the candidate for Director]
Number of the Company’s
Mr. Tsuneo Ishiwata has been engaged primarily in accounting andbusiness management etc. and obtained abundant experiences andshares owned
deep insights in these areas. He assumed the position of President of
91,700 Shares
the Company in June 2005, and serves as Chairman of the Board
responsible for the business management of the Group since June
2013. The Company considers that he has properly performed his
duties in decision-making on important business matters, supervisingbusiness execution, etc. and hence, appointed him as a candidate for
Director.
Note:
Mr. Tsuneo Ishiwata is Chairman of the Kanagawa-ken Employer’s Association, and the Company pays
membership fees, etc. to said association. He is also Chairman of the Kanagawa Association of Corporate
Executives. Although the Company pays membership fees, etc. to said association, the amounts are small.
No.

Name, etc. of Directors

No.

Name, etc. of Directors

Kazuyuki Harada

2
Reappointment

Date of birthJanuary 22, 1954 (65 years old)
Tenure as Director
12 years (At the conclusion ofthis General Meeting of
Shareholders)Number of Board of Directors
Meetings Attended
13/13
Number of the Company’s
shares owned
45,300 Shares

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
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 and in charge of Inquiry and Auditing GroupOperating Department, the Company (present)
Jun. 2013 Representative Director, the Company (present)(Significant concurrent positions)
Outside Director, Japan Post Insurance Co., Ltd.
Outside Director, Japan Airport Terminal Co., Ltd.
Outside Director, NKB Inc.
Outside Director, Yokohama Shintoshi Center Corporation[Reasons for nominating the candidate for Director]
Mr. Kazuyuki Harada has been engaged primarily in railway businessand human resources and obtained abundant experiences and deep
insights in these areas. He serves as President of the Company
responsible for the business management of the Group since June
2013. The Company considers that he has properly performed his
duties in decision-making on important business matters, supervisingbusiness execution, etc. and hence, appointed him as a candidate for
Director.

-6-

No.

Name, etc. of Directors

Toshiyuki Ogura

3
Reappointment

No.

4
Reappointment

Date of birth
October 12, 1954 (64 years old)
Tenure as Director
12 years (At the conclusion ofthis General Meeting of
Shareholders)Number of Board of Directors
Meetings Attended
13/13
Number of the Company’s
shares owned
30,300 Shares

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1978 Joined the Company
Jun. 2007 Director, the Company
Jun. 2011 Executive Director, the Company
Jun. 2014 Senior Executive Director, the Company
Jun. 2015 Senior General Manager, Development andAdministration of Facilities Headquarters and Office
Manager, Shinagawa Development Department, theCompany (present)
Jun. 2016 Executive Vice President and Executive Manager, theCompany (present)(Significant concurrent positions)
Outside Director, KAGETSUEN KANKO Co., Ltd.
[Reasons for nominating the candidate for Director]
Mr. Toshiyuki Ogura has been engaged primarily in railway businessand development projects, and obtained abundant experiences anddeep 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.

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1982 Joined the Company
Takashi Michihira
Jun. 2011 Director, the Company
Jun. 2015 Executive Director, the Company
Date of birthJun. 2015 Senior General Manager, Railway Headquarters, theApril 10, 1958 (61 years old)
Company (present)
Jun. 2018 Senior Executive Director, and in charge of Public
Tenure as Director
Relations and Press Department, the Company (present)
8 years (At the conclusion of this(Significant
concurrent positions)
General Meeting of
Outside Director, Yokohama Minatomirai Railway Company
Shareholders)[Reasons for nominating the candidate for Director]
Number of Board of Directors
Mr. Takashi Michihira has been engaged primarily in railway
Meetings Attended
business and obtained abundant experiences and deep insights in this
13/13
area. He serves as Director of the Company since June 2011. The
Company considers that he has properly performed his duties in
Number of the Company’s
decision-making on important business matters, supervising businessshares owned
execution, etc. and hence, appointed him as a candidate for Director.
16,900 Shares
Name, etc. of Directors

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1982 Joined the Company
Toshiaki Honda
Jun. 2011 Director, the Company
Jun. 2016 Executive Director, the Company (present)
Date of birthSep. 2016 General Manager, Machi Creation Department,
July 12, 1958 (60 years old)
Development and Administration of Facilities
Headquarters, the Company (present)
Tenure as Director
Jun.
2017
OfficeManager, Business Creation Department, the8 years (At the conclusion of thisCompany(present)
General Meeting of
Apr.
2018
President,
R-Bank Co., Ltd. (present)
5
Shareholders)(Significant concurrent positions)
Reappointment Number of Board of Directors
President, R-Bank Co., Ltd.
Meetings Attended[Reasons for nominating the candidate for Director]
13/13
Mr. Toshiaki Honda has been engaged primarily in leisure services
Number of the Company’sbusiness and development projects, and obtained abundant
experiences and deep insights in these areas. He serves as Director ofshares owned
the Company since June 2011. The Company considers that he has
17,400 Sharesproperly performed his duties in decision-making on importantbusiness matters, supervising business execution, etc. and hence,
appointed him as a candidate for Director.
Note:
Mr. Toshiaki Honda is President of the R-Bank Co., Ltd. The Company pays brokerage commissions for realestate transactions, etc. to R-Bank Co., Ltd., but the payment from the Company to R-Bank Co., Ltd. is small.
No.

Name, etc. of Directors

-7-

No.

6
Reappointment

No.

7
Reappointment

No.

8
Reappointment

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1982 Joined the Company
Takeshi Hirai
Jun. 2006 Transferred to Keihin Kyuko Bus Co., Ltd.
Jun. 2012 Director, the Company (present)
Date of birthJun. 2013 President, Keihin Kyuko Bus Co., Ltd. (present)
August 29, 1958 (60 years old)
(Significant concurrent positions)
President, Keihin Kyuko Bus Co., Ltd.
Tenure as Director
7 years (At the conclusion of this [Reasons for nominating the candidate for Director]
Mr. Takeshi Hirai has been engaged primarily in bus business, andGeneral Meeting ofobtained abundant experiences and deep insights in this area. He
Shareholders)
serves as Director of the Company since June 2012. The Company
Number of Board of Directors considers that he has properly performed his duties in decisionMeetings Attended
making on important business matters, supervising business
13/13
execution, etc. and hence, appointed him as a candidate for Director.
Number of the Company’s
shares owned
10,100 Shares
Name, etc. of Directors

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1984 Joined the Company
Kazuo Urabe
Jun. 2015 Director, the Company (present)
Jun. 2015 Office Manager, Corporate Strategy Department, and in
Date of birthcharge of Personnel Department, the Company (present)
November 3, 1961 (57 years old) [Reasons for nominating the candidate for Director]
Mr. Kazuo Urabe has been engaged primarily in railway business andTenure as Director
4 years (At the conclusion of this general affairs and obtained abundant experiences and deep insights
in these areas. He serves as Director of the Company since June
General Meeting of
2015. The Company considers that he has properly performed his
Shareholders)
duties in decision-making on important business matters, supervising
Number of Board of Directors business execution, etc. and hence, appointed him as a candidate for
Meetings Attended
Director.
13/13
Number of the Company’s
shares owned
7,900 Shares
Name, etc. of Directors

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1986 Joined the Company
Shizuyoshi Watanabe Jun. 2010 General Manager, General Affairs Department, theCompany (present)
Date of birthJun. 2015 Director, the Company (present)
December 6, 1961 (57 years old) [Reasons for nominating the candidate for Director]
Mr. Shizuyoshi Watanabe has been engaged primarily in general
Tenure as Director
4 years (At the conclusion of this affairs and business management and obtained abundant experiencesand deep insights in these areas. He serves as Director of theGeneral Meeting ofCompany since June 2015. The Company considers that he has
Shareholders)properly performed his duties in decision-making on important
Number of Board of Directors business matters, supervising business execution, etc. and hence,
Meetings Attended
appointed him as a candidate for Director.
13/13
Number of the Company’s
shares owned
5,700 Shares
Name, etc. of Directors

-8-

No.

9
Reappointment

No.

10
Reappointment

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1986 Joined the Company
Yukihiro Kawamata Jun. 2016 Director, the Company (present)
Jun. 2016 General Manager, Business Strategy Department,
Date of birth
Development and Administration of Facilities
Headquarters and General Manager, Shinagawa
February 10, 1964 (55 years old)
Development Department, the Company (present)
Tenure as Director
3 years (At the conclusion of this [Reasons for nominating the candidate for Director]
Mr. Yukihiro Kawamata has been engaged primarily in hotel business
General Meeting ofand business management and obtained abundant experiences andShareholders)
deep insights in these areas. He serves as Director of the Company
Number of Board of Directors since June 2016. The Company considers that he has properly
Meetings Attended
performed his duties in decision-making on important businessmatters, supervising business execution, etc. and hence, appointed
13/13
him as a candidate for Director.
Number of the Company’s
shares owned
13,100 Shares
Name, etc. of Directors

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Apr. 1984 Joined the Company
Kenji Sato
Jun. 2017 Director, the Company (present)
Jun. 2017 President, Keikyu Store Co., Ltd. (present)
Date of birth(Significant concurrent positions)January 24, 1962 (57 years old)
President, Keikyu Store Co., Ltd.
[Reasons for nominating the candidate for Director]
Tenure as Director
2 years (At the conclusion of this Mr. Kenji Sato has been engaged primarily in retailing business andobtained abundant experiences and deep insights in this area. He
General Meeting ofserves as Director of the Company since June 2017. The Company
Shareholders)considers that he has properly performed his duties in decisionNumber of Board of Directors making on important business matters, supervising businessMeetings Attended
execution, etc. and hence, appointed him as a candidate for Director.
13/13
Number of the Company’s
shares owned
4,110 Shares
Name, etc. of Directors-9-Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Jun. 2000 President, NHK SPRING CO., LTD.
Kenji Sasaki
Jun. 2006 Chairman of the Board, NHK SPRING CO., LTD.
(resigned in June 2013)
Date of birthDec. 2007 President, Yokohama Chamber of Commerce andIndustry (resigned in October 2015)
September 1, 1938 (80 years old)
Jun. 2008 Outside Audit & Supervisory Board Member, Yokohama
Tenure as Outside Director
Shintoshi Center Corporation (resigned in June 2016)11
4 years (At the conclusion of this
Jun.
2015
Director,
the Company (present)
Reappointment General Meeting of[Reasons for nominating the candidate for Outside Director]
OutsideShareholders)
Mr. Kenji Sasaki has once served as the president of a leading
Independent
Number of Board of Directors manufacturer of automotive components as well as the representative
Meetings Attendedof local economy and society, and obtained abundant experiences andbroad insights in these areas. He serves as Outside Director of the
13/13
Company since June 2015. The Company considers that he has
Number of the Company’s
properly performed his duties in supervising business execution, etc.
shares ownedof the Company and hence, appointed him as a candidate for Outside
0 SharesDirector.
Notes: 1. Mr. Kenji Sasaki satisfies the “Independence Criteria for Outside Officers” established by the Company (Pleasesee pages 14 and 15).
2. The Company has designated him as an independent officer pursuant to the requirements of the Tokyo Stock
Exchange and has given notification thereof to the exchange.
3. The Company has entered into an agreement with him to limit liability for damages pursuant to Article 423,
paragraph 1 of the Companies Act, and the limit amount for liability for damages pursuant to the agreement is
the minimum liability amount prescribed by laws and regulations. If he is elected as proposed, the Company
plans to conclude a limited liability agreement of the same content with him.
4. Until June 2016, he was the Outside Audit & Supervisory Board Member of Yokohama Shintoshi Center
Corporation, the affiliated company of the Company, in the last five years.
No.

Name, etc. of Directors- 10 -

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Mar. 1975 Registered as Certified Public Accountant
Michiko Tomonaga Jul. 2007 Vice President, the Japanese Institute of Certified Public
Accountants (resigned in July 2010)
Date of birthJul. 2008 Senior Partner, Ernst & Young ShinNihon LLC (resigned
in June 2010)
July 26, 1947 (71 years old)
Jun. 2010 Audit & Supervisory Board Member, the Company
Tenure as Outside Director(resigned in June 2016)
3 years (At the conclusion of thisJun. 2011 Outside Audit & Supervisory Board Member, NIPPON
General Meeting of
TELEGRAPH AND TELEPHONE CORPORATION
Shareholders)(present) (scheduled to resign in June 2019)
Number of Board of Directors Jun. 2016 Director, the Company (present)
12
Meetings Attended(Significant concurrent positions)
Reappointment 13/13
Certified Public Accountant
OutsideOutside Audit & Supervisory Board Member, NIPPON
Number of the Company’s
TELEGRAPH AND TELEPHONE CORPORATION (scheduled to
Independent
shares owned
resign in June 2019)
Female0 Shares[Reasons for nominating the candidate for Outside Director]
Ms. Michiko Tomonaga has once served as Vice President of theJapanese Institute of Certified Public Accountants as well as theoutside officer of major telecommunications company, and obtained
abundant experiences and broad insights in these areas. Afterproperly performing her duties as Outside Audit & Supervisory Board
Member of the Company during June 2010 through June 2016, she
has served as Outside Director of the Company since June 2016. The
Company considers that she has properly performed her duties insupervising business execution, etc. of the Company and hence,
appointed her as a candidate for Outside Director.
Notes: 1. Ms. Michiko Tomonaga satisfies the “Independence Criteria for Outside Officers” established by the Company(Please see pages 14 and 15). While she is a former Senior Partner of Ernst & Young ShinNihon LLC (resigned
in June 2010), with which the Company has transactions including auditing of the Company by the former, thetotal amount of remuneration paid by the Company to Ernst & Young ShinNihon LLC pertaining to the fiscal
year under review is ¥134 million (0.1% of the total net sales of the audit corporation in the latest businessyear), which is below the criterion of “audit corporation that receives money or other property benefits in an
amount exceeding a certain threshold from the Company” (2% of the total net sales of the audit corporation in
the latest business year) in the “Independence Criteria for Outside Officers”.
2. The Company has designated her as an independent officer pursuant to the requirements of the Tokyo Stock
Exchange and has given notification thereof to the exchange.
3. The Company has entered into an agreement with her to limit liability for damages pursuant to Article 423,
paragraph 1 of the Companies Act, and the limit amount for liability for damages pursuant to the agreement is
the minimum liability amount prescribed by laws and regulations. If she is elected as proposed, the Company
plans to conclude a limited liability agreement of the same content with her.
No.

Name, etc. of Directors- 11 -

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
Mar. 2017 Representative Director, Executive Vice President,
Yoshinori Terajima
Nippon Life Insurance Company
Mar. 2018 Director, Nippon Life Insurance Company (resigned in
Date of birth
July 2018)
Apr. 2018 President, Representative Director, Taisay Building
January 2, 1959 (60 years old)Management Co., Ltd. (present)
Tenure as Outside Director
1 year (At the conclusion of this Jun. 2018 Director, the Company (present)
13(Significant concurrent positions)
General Meeting of
Reappointment
President, Representative Director, Taisay Building Management Co.,
Shareholders)Ltd.
OutsideNumber of Board of Directors [Reasons for nominating the candidate for Outside Director]
Independent
Meetings Attended
Mr. Yoshinori Terajima has once served as an executive of a major
10/10
life insurance company, and obtained abundant experiences and broad
insights in these areas. He serves as Outside Director of the Company
Number of the Company’s
since June 2018. The Company considers that he has properly
shares owned
performed his duties in supervising business execution, etc. of the
0 Shares
Company and hence, appointed him as a candidate for Outside
Director.
Notes: 1. Mr. Yoshinori Terajima satisfies the “Independence Criteria for Outside Officers” established by the Company(Please see pages 14 and 15). He was formerly serving as Director of Nippon Life Insurance Company, withwhich the Company has transactions such as borrowing of funds. However, because the amount of borrowing
accounts for less than 10% of the total amount of borrowing of the Company, the company does not fall under
the criteria, “a major lender of the Company” (a financial institution with which the Company was relying on,
with no substitute, for its funds procurement at the end of the most recent business year) as stipulated in the“Independence Criteria for Outside Officers.”
2. The Company has designated him as an independent officer pursuant to the requirements of the Tokyo Stock
Exchange and has given notification thereof to the exchange.
3. The Company has entered into an agreement with him to limit liability for damages pursuant to Article 423,
paragraph 1 of the Companies Act, and the limit amount for liability for damages pursuant to the agreement is
the minimum liability amount prescribed by laws and regulations. If he is elected as proposed, the Company
plans to conclude a limited liability agreement of the same content with him.
No.

Name, etc. of Directors- 12 -

Proposal No. 4: Election of one (1) Audit & Supervisory Board Member
Among the four (4) Audit & Supervisory Board Members currently in office, the term of office of Mr. Shin
Kokushoh will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we proposethat one (1) Audit & Supervisory Board Member be elected.
The candidate for Audit & Supervisory Board Member is as follows.
The Company has already received the approval for this proposal from the Audit & Supervisory Board.
Name, etc. of Audit & Supervisory Board
MemberNew

Brief Personal Profile, Position in the Company,
and Significant Concurrent Positions
Apr. 1982 Joined the Company
Yuichiro Hirokawa Jun. 2007 General Manager, Accounts and Finance Department, theCompany (present)
Date of birthJun. 2011 Director, the Company
July 26, 1958 (60 years old)
Jun. 2016 Executive Director, the Company (present)
Tenure as Audit & Supervisory [Reasons for nominating the candidate for Audit & Supervisory
Board Member]
Board Member
Mr. Yuichiro Hirokawa has been engaged primarily in accounting and–obtained abundant experiences and deep insights in this area. He
Number of Board of Directors
serves as Director of the Company since June 2011. The Company
Meetings Attended
considers that he has properly performed his duties in decision13/13
making on important business matters, supervising business
Number of Audit &execution, etc. and hence, judges him to be qualified to serve as an
Audit & Supervisory Board Member of the Company and appointed
Supervisory Board Meetings
him as a candidate for Audit & Supervisory Board Member.
Attended–Number of the Company’s
shares owned
20,200 Shares- 13 -

[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
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.”

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.”- 14 -

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% of the total net sales of the corporation, or group such as a union 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 inappropriate manner.

- 15 -

Consolidated Balance Sheet(As of March 31, 2019)
Item
AssetsAmountItem
Liabilities
Current assets
126,731
Current liabilities
Cash and deposits
45,742
Notes and accounts payable - trade
Notes and accounts receivable - trade26,229
Short-term borrowings
Merchandise and finished goods
2,691
Commercial papers
Land and buildings for sale in lots
44,606
Income taxes payable
Work in process
591
Advances received
Raw materials and supplies
281
Provision for bonuses
Other
6,616
Provision for bonuses for directors(and other officers)
Allowance for doubtful accounts(27)
Provision for loss on disaster
Other provisions
Other
Non-current assets
765,113
Non-current liabilities
Property, plant and equipment
627,399
Bonds payable
Buildings and structures
321,992
Long-term borrowings
Deferred tax liabilities
Machinery, equipment and
43,816
vehiclesProvision for retirement benefits for
directors (and other officers)Land
172,759
Construction in progress
81,677Retirement benefit liability
Other
7,153
Long-term deferred contribution for
construction
Intangible assets
5,827
Investments and other assets
131,886
Other
Investment securities
77,849Total liabilities
Long-term loans receivable
1,100
Net assets
Deferred tax assets
6,130
Shareholders’ equity
Retirement benefit asset
24,593
Share capital
Other
22,367
Capital surplus
Allowance for doubtful accounts(154)
Retained earnings
Treasury shares
Accumulated other comprehensive
incomeValuation difference on available-forsale securities
Foreign currency translation
adjustment
Remeasurements of defined benefit
plans
Non-controlling interests
Total net assets
Total assets
891,844
Total liabilities and net assets
Note: The figures presented are rounded down to the nearest million yen.

- 16 -(Millions of yen)Amount221,579
39,193
125,637
10,000
7,279
5,056
1,485
112
290
243
32,281
400,425
105,000
189,211
11,884439
10,60856,15527,126
622,005
248,141
43,73844,158160,900(656)
20,705
17,063
(10)
3,653
992
269,839
891,844

Consolidated Statement of Income(From April 1, 2018 to March 31, 2019)(Millions of yen)
Item

AmountOperating revenue
Operating expenses
Operating expenses and cost of sales of transportation
Selling, general and administrative expenses
Operating profit
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 profit
Extraordinary income
Contribution for construction
Gain on sales of investment securities
Gain on sales of non-current assets
Other
Extraordinary losses
Impairment loss
Loss on reduction of non-current assets
Compensation expenses
Loss on valuation of investment securities
Provision for loss on disaster
Loss on retirement of non-current assets
Other
Profit before income taxes
Income taxes - current
Income taxes - deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent
Note: The figures presented are rounded down to the nearest million yen.

- 17 -

339,268
259,649
39,471

856
703
823
4,382
374

1,750
607
333
100
6,219
1,748
741
424
290
194
162
10,767(679)

299,120
40,147

2,383

4,757
37,774

2,792

9,780
30,786
10,087
20,698(15)
20,714

Non-consolidated Balance Sheet(As of March 31, 2019)
Item
AssetsAmountItem
Liabilities
Current assets
83,850Current liabilities
Cash and deposits
23,600
Short-term borrowings
Railway fares receivables
577
Commercial papers
Accounts receivable
13,644
Accounts payable - other
Short-term loans receivable
10,173
Accrued expenses
Land and buildings for sale in lots
32,699Accrued consumption taxes
Prepaid expenses
1,916
Income taxes payable
Other current assets
1,240Inter-line fares received
Allowance for doubtful accounts(2)
Deposits received
Prepaid fares received
Advances received
Unearned revenue
Other provisions
Other current liabilities
Non-current assets
696,133
Non-current liabilities
Non-current assets - railway
315,217
Bonds payableNon-current assets - incidental
137,656
Long-term borrowings
Non-current assets - affiliated
7,485
Deferred tax liabilities
Construction in progress
82,667
Provision for loss on business of
subsidiaries and associates
Investments and other assets
153,106
Long-term deferred contribution for
Shares of subsidiaries and41,224
construction
associates
Investment securities
62,114
Asset retirement obligations
Long-term loans receivable
13,628Other non-current liabilities
Prepaid pension cost
17,256
Total liabilities
Other
19,853
Net assets
Allowance for doubtful accounts(971)
Shareholders’ equity
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for tax purpose
reduction entry of non-current
assetsReserve for special account for
tax purpose reduction entry of
non-current assets
Reserve for special depreciation
General reserve
Retained earnings brought
forwardTreasury shares
Valuation and translation adjustments
Valuation difference on available-forsale securities
Total net assets
Total assets
779,983
Total Liabilities and net assets
Note: The figures presented are rounded down to the nearest million yen.

- 18 -(Millions of yen)Amount242,118
125,637
10,00036,132
3,889
1,118
4,437
709
1,337
3,800
1,863
1,241
243
51,705
381,361
105,000
188,6889,550
871
56,155833
20,262
623,480
139,528
43,73840,363
17,861
22,502
56,054
6,665
49,38911,082

3,882
333
2,050
32,040(628)
16,975
16,975
156,503779,983Non-consolidated Statement of Income(From April 1, 2018 to March 31, 2019)(Millions of yen)
Item

AmountRailway:
Operating revenue
Operating expenses
Operating profit
Incidental:
Operating revenue
Operating expenses
Operating profit
Operating profit - all businesses
Non-operating income
Interest and dividend income
Other revenue
Non-operating expenses
Interest expenses
Other expenses
Ordinary profit
Extraordinary income
Contribution for construction
Gain on sales of investment securities
Gain on extinguishment of tie-in shares
Extraordinary losses
Impairment loss
Loss on tax purpose reduction entry of non-current assets
Compensation expenses
Loss on valuation of investment securities
Profit before income taxes
Income taxes - current
Income taxes - deferred
ProfitNote: The figures presented are rounded down to the nearest million yen.

- 19 -

86,051
67,186
18,86568,07558,3989,676
28,541
1,894
626
4,411
259

1,025
607
125
3,413
1,025
792
424

2,520

4,670
26,392

1,758

5,656
22,494
6,163(50)
16,381