Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

[Securities Code: 7102]
June 9, 2022
To our shareholders:
Kazuhiro Igarashi, President and CEO
NIPPON SHARYO, LTD.
1-1, Sanbonmatsu-cho, Atsuta-ku, Nagoya, Aichi, Japan

Notice of the 193rd Annual General Meeting of Shareholders
The 193rd Annual General Meeting of Shareholders of NIPPON SHARYO, LTD. (the “Company”) will be convened
as described below.
Other than attending the meeting, you may also exercise your voting rights in writing or by electromagnetic method(via the internet, etc.), so please review the Reference Documents for the General Meeting of Shareholders below
and exercise your voting rights no later than 5:10 p.m., Tuesday, June 28, 2022 (JST).
1. Date and Time: Wednesday, June 29, 2022 at 10:00 a.m. (JST)
2. Venue:
NIPPON SHARYO Head Office
1-1, Sanbonmatsu-cho, Atsuta-ku, Nagoya, Aichi, JapanTo prevent the further spread of novel coronavirus disease (COVID-19), we kindly request thatshareholders refrain from attending the meeting and exercise voting rights beforehand inwriting or via the internet.
3. Agenda of the Meeting
Matters to be reported:
1. The content of the business report and consolidated financial statements, and the audit reports of the
Financial Auditor and the Audit & Supervisory Board regarding the consolidated financial statements forthe 193rd fiscal year (April 1, 2021–March 31, 2022)
2. The content of non-consolidated financial statements for the 193rd fiscal year (April 1, 2021–March 31,
2022)
Matters to be resolved:
Proposal No. 1
Appropriation of Retained Earnings
Proposal No. 2
Amendment to the Articles of Incorporation
Proposal No. 3
Election of Seven Directors
Proposal No. 4
Election of One Audit & Supervisory Board Member
4. Other Matters Concerning Voting Rights(1) When voting rights are exercised multiple times via the internet, the latest vote received shall be deemed
effective.
(2) When voting rights are exercised both in writing and via the internet, the vote received via the internet shallbe deemed effective.
Internet Disclosure Information
Company website: https://www.n-sharyo.co.jp/index_e.html- In accordance with laws and regulations and Article 20 of the Company’s Articles of Incorporation, the Notes toConsolidated Financial Statements and Notes to Non-consolidated Financial Statements are provided on the
Company’s website and therefore do not accompany this notice.
Additionally, the Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements
are subject to audits by the Financial Auditor and the Audit & Supervisory Board.
- If circumstances warrant revisions to the reference documents for the General Meeting of Shareholders, thebusiness report, the consolidated financial statements, and non-consolidated financial statements, revised versions
will be posted on the Company’s website.
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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Retained Earnings

It is the basic policy of the Company to proactively promote business development and maintain long-term stability
in its dividends in order to secure stable shareholder benefit into the future.
In accordance with this policy, the Company has given consideration to matters including the business performanceof the fiscal year and internal reserves, and it proposes to pay year-end dividends for the fiscal year as follows:
Year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and their aggregate amount¥10 per common share of the Company Aggregate amount: ¥144,330,390(The annual dividend, including the interim dividend of ¥10 per share, will total ¥20 per share.)(3) Effective date of the dividends of Retained Earnings
June 30, 2022-2-

Proposal No. 2

Amendment to the Articles of Incorporation

1. Reasons for the Amendment(1) Shortening the term of office of Directors
In order to make the management responsibility of Directors more clear, and to create a management
system which enables quick response to changes in the business environment, the Company intends toshorten the term of office of Directors from two years to one year, and accordingly to delete the provisions
relating to adjustment of the term of office of Directors.
(2) Introduction of the system for providing reference documents for the general meeting of shareholders, etc.
in electronic format
The revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, andthe system for providing reference documents for the general meeting of shareholders, etc. in electronic
format will be introduced. Therefore, the Articles of Incorporation of the Company shall be amended asfollows.
(i) As the Company shall be required to stipulate in the Articles of Incorporation that it will takemeasures for providing information that constitutes the content of reference documents for thegeneral meeting of shareholders, etc., in electronic format, Article 20 (Measures, etc. for Providing
Information in Electronic Format), paragraph 1 in the proposed amendment shall be newly
established.
(ii) To provide for being able to limit the scope of the items to be stated in the paper-based documents to
be delivered to shareholders who requested the delivery of paper-based documents to the scope
designated by the Ministry of Justice Order among items for which measures are taken for providing
information that constitutes the content of reference documents for the general meeting ofshareholders, etc. in electronic format, Article 20 (Measures, etc. for Providing Information inElectronic Format), paragraph 2 shall be newly established.
(iii) As the provisions under Article 20 (Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation
shall no longer be required with the adoption of the system for providing reference documents forthe general meeting of shareholders, etc. in electronic format, these provisions shall be deleted.
(iv) Supplementary provisions regarding the taking effect of the aforementioned new establishment anddeletion of provisions shall be established. These supplementary provisions shall be deleted after the
specified date elapses.

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2. Amendment Details
The amendment details are as follows:(Underline indicates amendments.)
Proposed amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 20
When the Company convenes a General Meeting of
Shareholders, if it discloses information that is to be stated orpresented in the reference documents for the General Meetingof Shareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.

(Deleted)(Newly established)(Term of Office of Directors)
Article 23
1. The term of office of Directors shall expire at theconclusion of the Annual General Meeting of Shareholders
for the last fiscal year that ends within two years from thetime of their election.
2. The term of office of Directors elected as a substitute or
due to an increase in the fixed number of Directors shall be
the same as the remaining term of office of the othercurrent Directors.
(Newly established)(Measures, etc. for Providing Information in Electronic Format)
Article 20
1. When the Company convenes a General Meeting of
Shareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the General Meeting of Shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.
(Term of Office of Directors)
Article 23
The term of office of Directors shall expire at the conclusion of
the Annual General Meeting of Shareholders for the last fiscal
year that ends within one year from the time of their election.
(Deleted)(Supplementary Provisions)
1. The deletion of Article 20 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) in the pre-amended Articles ofIncorporation and the establishment of the new Article 20(Measures, etc. for Providing Information in Electronic
Format) in the amended Articles of Incorporation shall beeffective from September 1, 2022 (hereinafter referred to as
the “Date of Enforcement”).
2. Notwithstanding the provision of the preceding paragraph,
Article 20 of the pre-amended Articles of Incorporation
shall remain effective regarding any General Meeting of
Shareholders held on a date within six months from theDate of Enforcement.
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from the date of
the General Meeting of Shareholders in the preceding
paragraph, whichever is later.

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Proposal No. 3

Election of Seven Directors

At the conclusion of this meeting, the terms of office of all seven Directors will expire. Therefore, the Company
proposes the election of seven Directors.
The candidate for Director is as follows:
Candidate
No.

Name

Positions in the Company
Representative Director
Director, President and CEO
Representative Director
Senior Managing Director
Director
Division Chief & General Manager of Corporate Planning andStrategy Division
Executive Officer
Division Chief & General Manager of Industrial & Electrical
Equipment Division1

Kazuhiro Igarashi

2

Akira Koyasu

3

Minoru Tayama

4Michikazu Fukaya

5

Tsutomu Saito

Outside Director

6

Atsushi Niimi

Outside Director

7

Akira Nishihata

Outside Director

Reelection
New election
OutsideIndependent

Reelection candidate for Director
New candidate for Director
Outside Director candidate
Independent officer as stipulated in stock exchange regulations-5-

Reelection
Reelection
Reelection

New election
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1979
June 2012

Kazuhiro Igarashi(January 2, 1957)
Reelection

June 2014

1
Jan. 2016

2

Joined Japanese National Railways
Joined Central Japan Railway Company
Corporate Officer, Deputy Director General of
General Technology Division and General
Manager of Technology Research andDevelopment Department of Central Japan
Railway Company
Director, Corporate Executive Officer, Director
General of General Technology Division, and in
charge of Rolling Stock Section
Executive Vice President and Executive Officerof the Company
President and CEO (current position)

Number of theCompany’s shares
owned

4,100

June 2016[Reasons for Nomination as a Director Candidate]
Kazuhiro Igarashi has worked at Central Japan Railway Company, primarily in operations related to rolling stock
technology and development, and he has served as President and CEO of the Company since 2016. Based on his
abundant experience and broad insight concerning all aspects of technology and business management, the Company
believes he can properly fulfill the role of Director of the Company and has nominated him as a Director candidate.
Apr. 1980
Joined the Company
June 2006
General Manager of Material Department,
Rolling Stock DivisionFeb. 2009
General Manager of Business Planning
Department, Rolling Stock Division
June 2010
Executive Officer and General Manager ofBusiness Planning Department, Rolling Stock
Division
Oct. 2010
Executive Officer
Akira Koyasu
President and CEO of NIPPON SHARYO(January 27, 1958)
U.S.A., INC.
2,900
June 2016
Managing Executive Officer of the Company
Reelection
President and CEO of NIPPON SHARYO
U.S.A., INC.
June 2018
Representative Director and Senior Managing
Director, Division Chief & General Manager of
the Corporate Planning and Strategy Division,and in charge of administration and complianceof the Company
June 2020
Representative Director and Senior Managing
Director, and in charge of administration andcompliance (current position)[Reasons for Nomination as a Director Candidate]
Akira Koyasu has primarily worked in the Company’s operations related to materials and business planning in therolling stock business and he has served as President and CEO of the Company’s consolidated subsidiary NIPPONSHARYO U.S.A., INC. from 2010 and then as a Representative Director and Senior Managing Director of theCompany from 2018. Based on his abundant experience and broad insight concerning the rolling stock business and all
aspects of business management, the Company believes he can properly fulfill the role of Director of the Company andhas nominated him as a Director candidate.

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Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1985
Oct. 2010
Apr. 2015

June 2016
Minoru Tayama(July 22, 1962)
Reelection

June 2017

June 20193
June 2019

June 2020

4

Joined the Company
General Manager of Production Department,
Rolling Stock Division
General Manager of High Speed Train
Production Management Department, Rolling
Stock Division
General Manager of Toyokawa Plant, Rolling
Stock Division
Executive Officer, Deputy Chief & General
Manager of Rolling Stock Division, andGeneral Manager of Business Planning
Department, Rolling Stock Division
Director (part time) of Nagoya Rinkai Rapid
Transit Co., Ltd. (current position)
Executive Officer, Deputy Chief & General
Manager of Rolling Stock Division, and Chief
Engineer of Rolling Stock Division of theCompany
Director and Division Chief & General
Manager of Corporate Planning and Strategy
Division (current position)

Number of theCompany’s shares
owned

400

[Reasons for Nomination as a Director Candidate]
Minoru Tayama has primarily worked in the Company’s operations related to manufacturing and planning in the rollingstock business and he has served as Director and Division Chief & General Manager of Corporate Planning andStrategy Division since 2020. Based on his abundant experience and broad insight concerning the rolling stock businessand all aspects of business management, the Company believes he can properly fulfill the role of Director of theCompany and has nominated him as a Director candidate.
Apr. 1982
Joined Nichiyu Koki, ltd.
Jan. 1999
Joined the Company
June 2010
General Manager of Administrative
Department, Industrial & Electrical Equipment
Division
Michikazu FukayaDec. 2012
General Manager of Narumi Plant, Industrial &(December 22, 1959)
Electrical Equipment Division
500
July 2017
Deputy General Manager of Human Resources
New election
Department
June 2018
Executive Officer and General Manager ofGeneral Affairs Department
June 2020
Executive Officer and Division Chief &General Manager of Industrial & Electrical
Equipment Division (current position)[Reasons for Nomination as a Director Candidate]Michikazu Fukaya has primarily worked in the Company’s operations related to planning in the construction equipment
business and he served as Executive Officer and General Manager of the General Affairs Department from 2018 andthen has served as Executive Officer and Division Chief & General Manager of Industrial & Electrical Equipment
Division since 2020. Expecting that he can properly fulfill the role of Director of the Company based on his abundant
experience and broad insight concerning the construction equipment business, the Company has nominated him as a
Director candidate.

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Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1977

5

6

Number of theCompany’s shares
ownedRegistered as an attorney at law
Joined the Nagoya Bar Association (currently
the Aichi Bar Association)
Joined Takasu Hiroo Law Office
Apr.
1983
Opened Saito Law Office (currently Honmachi
Tsutomu SaitoCity
Law Office)(September 12, 1951)
June 2005
Audit & Supervisory Board Member of
1,100
DENSO CORPORATION
Reelection
OutsideApr. 2010
President of Aichi Bar Association
Independent
Vice-President of Japan Federation of Bar
Associations
June 2012
Audit & Supervisory Board Member of theCompany
June 2015
Outside Director (current position)[Reason for nomination as a candidate for Outside Director and expected role]
Tsutomu Saito has abundant experience and broad insights, being a qualified attorney at law, and having served inpositions such as an Audit & Supervisory Board Member of DENSO CORPORATION. Expecting that he will utilizethat experience and insight to provide supervision of business execution and useful advice regarding the Company’s
overall management from an independent objective standpoint, the Company has nominated him as a candidate for
Outside Director. Though he has never been involved in corporate management in the past other than as an outside
officer, for the above-mentioned reasons, the Company has determined that he will appropriately perform his duties as
an Outside Director.
Apr. 1971
Joined Toyota Motor Co., Ltd. (currently
Toyota Motor Corporation)
June 2000
Director and Manager of Motomachi Plant andTsutsumi Plant
June 2004
Director
June 2005
Senior Managing Director and Chief Officer of
Production Control & Logistics Group andManufacturing Group
June 2006
Senior Managing Director and Chief Officer ofAtsushi Niimi
Production Planning Group(July 30, 1947)
June 2007
Senior Managing Director and Chief Officer of700
Purchasing Group
Reelection
OutsideJune 2009
Representative Director and Executive Vice
Independent
President
June 2009
Audit & Supervisory Board Member of JTEKTCORPORATION
June 2013
Representative Director and Chairman
June 2014
Director of Nagoya Stock Exchange, Inc.
(current position)
Mar. 2015
Director of Yamaha Motor Co., Ltd.
June 2016
Outside Director of the Company (current
position)[Reason for nomination as a candidate for Outside Director and expected role]
Atsushi Niimi has abundant experience and broad insight relating to corporate management as he has served inpositions including Representative Director and Executive Vice President of Toyota Motor Corporation and
Representative Director and Chairman of JTEKT CORPORATION. Expecting that he will utilize that experience andinsight to provide supervision of business execution and useful advice regarding the Company’s overall managementfrom an independent objective standpoint, the Company has nominated him as a candidate for Outside Director.

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Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1980

7

Notes:

1.
2.

3.
4.
5.

6.

7.

8.

Number of theCompany’s shares
ownedJoined Mitsui Engineering & Shipbuilding Co.,
Ltd. (currently Mitsui E&S Holdings Co., Ltd.)
June 2013
Director, in charge of Corporate Planning Dept.
June 2015
Director, in charge of Corporate Planning Dept.
and Research & Development Hq.
Apr. 2016
Director and Managing Executive Officer, incharge of Corporate Planning Dept., Research& Development Hq., Marketing Promotion
Dept. and environmental & safety control, andAkira Nishihata
General Manager of Ocean Business Promotion(May 27, 1955)
Dept.
400
Oct. 2016
Director and Managing Executive Officer,
Reelection
General Manager of Corporate Planning Hq., in
Outsidecharge of Research & Development Hq. andIndependent
environmental & safety control
Apr. 2017
Director and Managing Executive Officer, incharge of procurement and environmental &safety control, and General Manager ofResearch & Development Hq.
Apr. 2018
Director, in charge of Technical Co-ordination
Dept. and Auditing Dept.
June 2021
Outside Director of the Company (current
position)[Reason for nomination as a candidate for Outside Director and expected role]
Akira Nishihata has abundant experience and broad insight relating to corporate management as he has served inpositions including Director of Mitsui E&S Holdings Co., Ltd. Expecting that he will utilize that experience and insightto provide supervision of business execution and useful advice regarding the Company’s overall management from an
independent objective standpoint, the Company has nominated him as a candidate for Outside Director.
There is no special interest between any of the candidates and the Company.
Kazuhiro Igarashi has served as a person executing business at the Company’s parent company Central Japan Railway
Company in the past 10 years, and his position and responsibility are provided in “Career summary, positions andresponsibilities in the Company, and significant concurrent positions outside the Company” above.
Tsutomu Saito, Atsushi Niimi and Akira Nishihata are Outside Director candidates.
Tsutomu Saito, Atsushi Niimi and Akira Nishihata are currently serving as Outside Directors and their terms of office asof the conclusion of this meeting will reach seven years, six years and one year, respectively.
If Tsutomu Saito, Atsushi Niimi and Akira Nishihata are elected, the Company plans for them to be involved as membersof the Nomination and Remuneration Committee in the selection of candidates for the Company’s officers anddetermination for remuneration of Directors, as well as to be involved as members of the special committee for importanttransactions, etc. with the parent company, etc. to discuss matters on important transactions with the parent company, etc.,
taking an objective and neutral standpoint from both roles.
In accordance with the provisions of Article 427, paragraph (1) of the Companies Act, the Company has concluded
agreements with Tsutomu Saito, Atsushi Niimi and Akira Nishihata to limit their liability to the amount specified in Article
425, paragraph (1) of the Companies Act. If the reelection of Mr. Saito, Mr. Niimi and Mr. Nishihata is approved, theCompany plans to continue these agreements.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. A summary of the details of the policy is presented in the Business
Report (in Japanese only). If the election of the candidates is approved, each of them will be included as an insured in thepolicy. In addition, the Company plans to renew the policy with the same terms upon the next renewal.
Per the stipulations of the Tokyo Stock Exchange and Nagoya Stock Exchange, the Company has filed the relevant
notifications designating Tsutomu Saito, Atsushi Niimi and Akira Nishihata as independent officers. If the reelection of
Tsutomu Saito, Atsushi Niimi and Akira Nishihata is approved, the Company plans to maintain their positions as
independent officer.

-9-[Skills Matrix]
Circle marks (●) have been placed in categories for which the Company has particularly high expectations inaccordance with the knowledge, experience, and abilities of each Director candidate.
Director candidate

Corporate Finance and Sales and International
management accounting marketing
matters

Kazuhiro Igarashi●

Akira Koyasu●●

Minoru Tayama●●

Michikazu Fukaya●●

Tsutomu Saito

OutsideAtsushi Niimi

Outside●Akira Nishihata

Outside●Technology Manufacturingand quality
andcontroldevelopment

●

●
●

●

●

Legal affairs
andcompliance
●
●

●

●

●
●
●

●

●

●

●

●

Note: The matrix above does not represent the entirety of the knowledge possessed by each Director candidate.

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Proposal No. 4

Election of One Audit & Supervisory Board Member

Current Audit & Supervisory Board Member Takayuki Oyama will be retiring as of the conclusion of this meeting.
Therefore, the Company proposes the election of one Audit & Supervisory Board Member.
Please note that Shunich Usui, who is a candidate for Audit & Supervisory Board Member, would be elected as a
substitute Audit & Supervisory Board Member for Takayuki Oyama. As provided for in the Company’s Articles ofIncorporation, his term of office will be until the expiration date of the retiring Audit & Supervisory Board Member’s
term of office.
The agreement of the Audit & Supervisory Board has been received for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, position in the Company, and significant concurrent
positions outside the Company
Apr. 1989
July 2014

Number of theCompany’s shares
ownedJoined Central Japan Railway Company
General Manager of Rolling Stock Department, Shinkansen
Operations DivisionFeb. 2015
Deputy General Manager of Corporate Planning Departmentof the Company
June 2015
Executive Officer and Deputy General Manager ofCorporate Planning Department
Shunichi Usui
(December 13, 1963)
June 2017
Executive Officer and General Manager of Corporate
600
Planning Office
New election
June 2018
Managing Director and General Manager of Rolling Stock
Division
June 2020
Corporate Officer, Deputy Director General of Shinkansen
Operations Division and General Manager of Rolling Stock
Department of Central Japan Railway Company
June 2022
Director General of Kansai Branch Office, in charge of
Rolling Stock Section (scheduled to assume the position)
Reasons for Nomination as an Audit & Supervisory Board Member Candidate
Shunichi Usui has worked at Central Japan Railway Company, primarily in operations related to rolling stock technology, and he hasserved as Corporate Officer, Deputy Director General of Shinkansen Operations Division and General Manager of Rolling Stock
Department from 2020. Based on his abundant experience and broad insight concerning all aspects of technology and business
management, the Company believes he can properly fulfill the role of Audit & Supervisory Board Member of the Company and has
nominated him as an Audit & Supervisory Board Member candidate.
Notes: 1. Shunichi Usui currently serves and has served as a person executing business at the Company’s parent company Central
Japan Railway Company during the past 10 years, and his position and responsibility are provided in “Career summary,position in the Company, and significant concurrent positions outside the Company” above.
2. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. A summary of the details of the policy is presented in the Business
Report (in Japanese only). If the election of the candidates is approved, each of them will be included as an insured in thepolicy. In addition, the Company plans to renew the policy with the same terms upon the next renewal.

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