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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
Stock Exchange Code 9044
May 29, 2024
(Commencement date of electronic provision measures) May 22, 2024
To Shareholders with Voting Rights:
Okajima Nobuyuki
President and COO
Nankai Electric Railway Co., Ltd.
5-1-60 Namba, Chuo-ku, Osaka,Japan(Head office: 2-1-41 Shikitsu-higashi,
Naniwa-ku, Osaka, Japan)

NOTICE OF CONVOCATION OF
THE 107TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We hereby notify you about the 107th Annual General Meeting of Shareholders of Nankai Electric Railway
Co., Ltd. (the “Company,” together with its subsidiaries, the “Group”). The meeting will be held for the purposes
described below.
In convening this General Meeting of Shareholders, the Company has taken electronic provision measures,and posted matters subject to electronic provision measures on the Company’s website on the Internet. Please
go to our website below to check this information.
The Company’s website:
https://www.nankai.co.jp/ir/stock/meeting/ (in Japanese only)*In addition to the above website, we also post the matters subject to electronic provision measures on theTokyo Stock Exchange website.
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above URL, enter and search the issue name “Nankai Electric Railway” or the stock
exchange code “9044,” select “Basic information,” and “Documents for public inspection/PR information,”and check the results.
If you do not attend the meeting, you can review the Reference Documents for the General Meeting of
Shareholders in the matters subject to electronic provision measures and exercise your voting rights in writingor via the Internet, etc. We would appreciate your exercise of voting rights before Thursday, June 20, 2024
at 5:50 p.m. Japan time.

-1-1. Date and Time:

Friday, June 21, 2024 at 10:00 a.m. Japan time (Reception starts at 9:00 a.m.)

2. Place:

Osaka Prefectural Gymnasium 2F No. 1 Stadium (EDION Arena Osaka)
3-4-36 Nambanaka, Naniwa-ku, Osaka, Japan(Please refer to the attached Access Map for the General Meeting of
Shareholders [attached only to Japanese version].)

3. Meeting Agenda:

Matters to be reported: 1. Business Report, Consolidated Financial Statements and Non-Consolidated
Financial Statements for the Company’s 107th Fiscal Year (April 1, 2023 –March 31, 2024)
2. Results of Audits of the Consolidated Financial Statements for theCompany’s 107th Fiscal Year by the Accounting Auditor and the Audit &Supervisory Committee
Proposals to be resolved:
Proposal 1:
Dividends of Surplus
Proposal 2:
Election of 9 Directors (excluding Directors Serving as Audit & Supervisory
Committee Members)
In accordance with laws, regulations and Article 16 of the Company’s Articles of Incorporation, thefollowing items, which are included in the matters subject to electronic provision measures, arepublished on the Company’s website and the Tokyo Stock Exchange website, and are not included in
the paper copy to be sent to shareholders who have requested it.
The Audit & Supervisory Committee and the Accounting Auditor have audited the relevant documents
to be audited, including the following items.
Business Report:“Outline of System for Ensuring the Compliance of the
Execution of Directors’ Duties With Laws, Regulations, and
the Articles of Incorporation, System for Ensuring theAppropriateness of Other Operations of the Company and theGroup, and Application of Said Systems,” “Basic Policy
Regarding Persons Controlling Decisions on Financial andBusiness Policies of the Company”
Consolidated Financial Statements:“Consolidated Statement of Changes in Equity,” “Notes toConsolidated Financial Statements”
Non-Consolidated Financial Statements:“Non-Consolidated Statement of Changes in Equity,” “Notes
to Non-Consolidated Financial Statements”
 Should the matters subject to electronic provision measures require revisions, such revisions, as wellas the original and revised versions, will be posted on the Company’s website and the Tokyo Stock
Exchange website.
 If you return the Voting Rights Exercise Form without indicating your vote for or against any proposalon the form, you will be deemed to have approved the proposal.
-2-

If you attend the meeting
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
Date and time of the meeting: Friday, June 21, 2024 at 10:00 a.m. Japan time (Reception starts at 9:00 a.m.)
If you do not attend the meeting
In writing
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it so that we will receive it by the deadline below.
Voting deadline: Thursday, June 20, 2024 at 5:50 p.m.
Via the Internet
Please refer to the “Guide on Exercising Voting Rights via the Internet,” access the website for exercising
voting rights and indicate your vote for or against the proposals [attached only to Japanese version]
Voting deadline: Thursday, June 20, 2024 at 5:50 p.m.
Handling in case voting rights are exercised multiple times
If you exercise your voting rights both in writing and via the Internet, only the vote placed via the Internet
shall be deemed valid. If you exercise your voting rights multiple times via the Internet, the most recent voteshall be deemed valid.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Dividends of Surplus

The Company’s fundamental policy is to pay stable dividends to shareholders, by continuously improving
profitability while striving to secure a stable management base over the long term and reinforcement of its
financial standing.
Based on this fundamental policy, although the business environment is expected to remain uncertain andunoptimistic, the Company proposes the year-end dividend for the fiscal year under review as follows, taking
into consideration factors such as the business results for the fiscal year under review and future financial
strategies.
1.
2.

3.

Type of dividend property
CashMatters concerning the allotment of dividend property to shareholders and the total amount thereof
35.00 yen per share of the Company’s common shares(Annual dividend of 35.00 yen per share due to the deferment of the interim dividend)
Total amount: 3,966,329,360 yen
Effective date of dividends of surplus
June 24, 2024

-4-

Proposal 2:

Election of 9 Directors (excluding Directors Serving as Audit & Supervisory Committee
Members)

The terms of office of all Directors (excluding Directors Serving as Audit & Supervisory Committee
Members; hereinafter the same shall apply in this Proposal) will expire at the conclusion of this General Meetingof Shareholders. Accordingly, the election of 9 Directors is proposed.
The candidates for Director are as follows.
They have been approved via deliberation by the Nomination Committee (an advisory body of the Boardof Directors, which is chaired by an Outside Director and a majority of whose members are Outside Directors).
In addition, we have received a report from the Audit & Supervisory Committee that there is no opinion
expressed on this Proposal.
No.

Name

1

Achikita Teruhiko(Male)
Reappointment

2
3

Okajima Nobuyuki(Male)
Reappointment
Ashibe Naoto(Male)
Reappointment

Numberof years
in office
11

1
9

4

Kajitani Satoshi(Male)
Reappointment

7

5

Otsuka Takahiro(Male)
Reappointment

3

6

7

8

9

Tsunekage Hitoshi(Male)
Reappointment
Outside Director
Independent
Koezuka Miharu(Female)Reappointment
Outside Director
Independent
Mochizuki Aiko
(Female)Reappointment
Outside Director
Independent
Hori Naoki(Male)
New appointment
Outside Director
Independent

Current positions and responsibilities
at the Company

Committee

Representative Director
Chairman and CEO

Nomination
Committee
Compensation
Committee

Representative Director
President and COO
Head of Internal Audits Division
Representative Director
Senior Managing Corporate Officer
Head of Public Transportation Group
Director
Managing Corporate Officer
General Manager, Railway Business
Division
Director
Managing Corporate Officer
Head of Corporate Strategy Group;
Chief Manager, Corporate Strategy
Department; CFO; Head ofGovernance Reform Planning &Management Project

Board ofDirectors
attendance
12/12

Compensation
Committee

10/10

―

12/12

―

12/12

―

12/12

11/12

5

Director

Nomination
Committee
Compensation
Committee(Chairperson)

5

Director

Nomination
Committee

12/12

3

Director

Compensation
Committee

11/12

―

―

―

―

-5-

No.

1

No.

2

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
April 1978
June 2013
June 2015
June 2015
June 2019
April 2023

Joined the Company
Director, the Company
President and CEO, the Company (current)
Director and President, the Company
President, the Company
Chairman, the Company (current)[Number of stocks of the Company held]
29,389Of which, stocks scheduled to be delivered based on the stock compensation
plan
18,289[Special interest between the candidate and the Company]
None

Achikita Teruhiko(September 9, 1954)(Male)
Reappointment[Reason for selection as a candidate]
Mr. Achikita Teruhiko has conceptual power to formulate management strategies along with leadershipand execution ability to achieve them as he has strived for the growth of the Group and improvement of
its financial standing as the CEO (since June 2015) of the Company. The Company therefore proposes
his reappointment as a candidate for Director so that he will continue to fulfill his responsibilities as a
Director in an appropriate manner.
[Board of Directors attendance (from April 1, 2023 to March 31, 2024)]
12/12
Name
(Date of birth)

Past experience, positions and responsibilities in the Company
April 1989
June 2021
April 2023
April 2023
June 2023

Joined the Company
Senior Corporate Officer, the Company
President and COO, the Company (current)
Head of Internal Audits Division, the Company (current)
Representative Director, the Company (current)[Number of stocks of the Company held]
9,869
Of which, stocks scheduled to be delivered based on the stock compensation
plan
6,469
[Special interest between the candidate and the Company]
None

Okajima Nobuyuki(August 10, 1966)(Male)
Reappointment[Reason for selection as a candidate]
Mr. Okajima Nobuyuki possesses ample knowledge on the railway business as well as centripetal force
as a leader, driving, for example, the promotion of the Medium-term Management Plan “Kyoso 140
Plan” as the President and COO of the Company since April 2023. The Company therefore proposes his
reappointment as a candidate for Director so that he will continue to fulfill his responsibilities as a
Director in an appropriate manner.
[Board of Directors attendance (from June 20, 2023 to March 31, 2024)]
10/10

-6-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
April 1984
June 2015
June 2017
June 2019
June 2019
June 2021
June 2021
April 2023

Joined the Company
Director, the Company
Managing Director, the Company
Director, the Company
Managing Corporate Officer, the Company
Representative Director, the Company (current)
Senior Managing Corporate Officer, the Company (current)
Head of Public Transportation Group, the Company (current)[Number of stocks of the Company held]
14,241
3
Of which, stocks scheduled to be delivered based on the stock compensation
Ashibe Naotoplan(January 23, 1962)
9,041(Male)[Special interest between the candidate and the Company]
Reappointment
None[Reason for selection as a candidate]
As Mr. Ashibe Naoto has ample knowledge on the business of the Group and sufficient achievements as
a manager, the Company proposes his reappointment as a candidate for Director so that he will continue
to fulfill his responsibilities as a Director in an appropriate manner from the perspective of the Groupmanagement as a whole.
[Board of Directors attendance (from April 1, 2023 to March 31, 2024)]
12/12
No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
April 1987
June 2016
June 2017
June 2019
June 2019
June 2020
April 2023

4

Kajitani Satoshi(March 11, 1964)(Male)
Reappointment

Joined the Company
Chief Manager, Administrative Planning Department, theCompany
Director, the Company (current)
Senior Corporate Officer, the Company
General Manager, Railway Business Division, the Company
Managing Corporate Officer, the Company (current)
General Manager, Railway Business Division, the Company(current)[Number of stocks of the Company held]
14,055
Of which, stocks scheduled to be delivered based on the stock compensation
plan
8,055
[Special interest between the candidate and the Company]
None[Reason for selection as a candidate]
Mr. Kajitani Satoshi has been engaged in the establishment of railway line facilities as well as theirmaintenance and management for many years and he currently serves as the Comprehensive Safety
Administration Manager. As he has ample knowledge on ensuring safety and reliability in the railway
business, the Company proposes his reappointment as a candidate for Director so that he will continue tofulfill his responsibilities as a Director in an appropriate manner.
[Board of Directors attendance (from April 1, 2023 to March 31, 2024)]
12/12

-7-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
April 1992
June 2018
June 2019
June 2020
June 2021
April 2023
April 2023
April 2024

5

Otsuka Takahiro(January 5, 1969)(Male)
Reappointment

Joined the Company
Chief Manager, Accounting & Finance Department, theCompany
Corporate Officer, the Company
Senior Corporate Officer, the Company
Director, the Company (current)Managing Corporate Officer, the Company (current)
CFO, the Company (current)
Head of Corporate Strategy Group; Chief Manager,
Corporate Strategy Department; Head of Governance
Reform Planning & Management Project, the Company(current)[Number of stocks of the Company held]
8,688
Of which, stocks scheduled to be delivered based on the stock compensation
plan
5,988
[Special interest between the candidate and the Company]
None[Reason for selection as a candidate]
As Mr. Otsuka Takahiro has been engaged in the field of administrative planning for many years and has
ample knowledge on the financial affairs of the Group. The Company proposes his reappointment as a
candidate for Director so that he will continue to fulfill his responsibilities as a Director in an appropriatemanner.
[Board of Directors attendance (from April 1, 2023 to March 31, 2024)]
12/12

-8-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
April 1977
January 2008
April 2011

Joined Sumitomo Trust and Banking Co., Ltd.
President, Sumitomo Trust and Banking Co., Ltd.
Representative Director and Chairman, SUMITOMOMITSUI TRUST HOLDINGS, INC.
April 2012
President, Sumitomo Mitsui Trust Bank, Limited
April 2017
Director, Sumitomo Mitsui Trust Bank, Limited
June
2017
Chairman, Sumitomo Mitsui Trust Bank, Limited(resigned in March 2021)
June
2017
Director, SUMITOMO MITSUI TRUST HOLDINGS,
INC. (resigned in June 2021)
June
2019
Director, the Company (current)
April 2021
Special Advisor, Sumitomo Mitsui Trust Bank, Limited(current)
Tsunekage Hitoshi[Significant
concurrent
positions](August 6, 1954)
SpecialAdvisor,
Sumitomo
Mitsui Trust Bank, Limited(Male)
Outside
Audit&
Supervisory
Board Member, Rengo Co., Ltd.
Reappointment
OutsideDirector,
Keio
Corporation
Outside Director[Number of stocks of the Company held]
6
Independent0
Of which, stocks scheduled to be delivered based on the stock compensation
plan―[Special interest between the candidate and the Company]
None[Reason for selection as a candidate and expected role]
The Company proposes the reappointment of Mr. Tsunekage Hitoshi as a candidate for Outside Director
so that he will continue to give appropriate advice and supervision on the overall management of theGroup by harnessing his profound insight cultivated through his experience as the manager of a trust bankfrom an independent standpoint without any mutual relationship which may impose significant control
over the management of the Company. In addition, as a member of the Nomination Committee and a
Chairperson of the Compensation Committee, he is expected to provide participation and advice when
considering nominations and compensation for the Company’s management team from the perspective ofthat profound insight.
[Board of Directors attendance (from April 1, 2023 to March 31, 2024)]
11/12

-9-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
April
1979
September 2013

Joined Takashimaya Company, Limited
Senior Managing Director, Takashimaya Company,
Limited (Representative Director)
March
2016
Director, Takashimaya Company, Limited (resigned in
May 2016)
June
2019
Director, the Company (current)[Significant concurrent positions]
Outside Director, SEKISUI CHEMICAL CO., LTD.
Outside Director, JAPAN POST HOLDINGS Co., Ltd.
[Number of stocks of the Company held]
1,700
Of which, stocks scheduled to be delivered based on the stock compensation
plan―[Special interest between the candidate and the Company]
None

Koezuka Miharu(September 2, 1955)
7(Female)Reappointment
Outside Director
Independent[Reason for selection as a candidate and expected role]
The Company proposes the reappointment of Ms. Koezuka Miharu as a candidate for Outside Director
so that she will continue to give appropriate advice and supervision on the overall management of theGroup by harnessing her profound insight cultivated through her experience as the manager of adepartment store from an independent standpoint without any mutual relationship which may impose
significant control over the management of the Company. In addition, as a member of the Nomination
Committee, she is expected to provide participation and advice when considering nominations for theCompany’s management team from the perspective of that profound insight.
[Board of Directors attendance (from April 1, 2023 to March 31, 2024)]
12/12- 10 -

No.

Name(Date of birth)

Past experience, positions and responsibilities in the Company
April 2002
April 2005
August 2007
October 2016

Joined ChuoAoyama Audit Corporation
Registered as a certified public accountant
Joined Industrial Growth Platform, Inc.
Partner and Managing Director, Industrial Growth
Platform, Inc. (current)
June
2021
Director, the Company (current)[Significant concurrent positions]
Partner and Managing Director, Industrial Growth Platform, Inc.
External Director and Audit and Supervisory Committee Member, euglena Co.,
Ltd.
[Number of stocks of the Company held]0
Of which, stocks scheduled to be delivered based on the stock compensation
plan―[Special interest between the candidate and the Company]
None

Mochizuki Aiko
(May 22, 1979)8(Female)Reappointment
Outside Director
Independent[Reason for selection as a candidate and expected role]
The Company proposes the reappointment of Ms. Mochizuki Aiko as a candidate for Outside Director sothat she will continue to give appropriate advice and supervision on the overall management of the Groupby harnessing her experience as a certified public accountant and her profound insight cultivated as aconsultant from an independent standpoint without any mutual relationship which may impose significant
control over the management of the Company. In addition, as a member of the Compensation Committee,
she is expected to provide participation and advice when considering compensation for the Company’s
management team from the perspective of that profound insight.
[Board of Directors attendance (from April 1, 2023 to March 31, 2024)]
11/12- 11 -

No.

Name(Date of birth)

Past experience, positions and responsibilities in the Company
April 1983
June 2010
June 2010
May 2013

Joined the Sanwa Bank, Ltd.
Executive Officer, Bank of Tokyo-Mitsubishi UFJ, Ltd.
Executive Officer, Mitsubishi UFJ Financial Group, Inc.
Managing Executive Officer, Bank of Tokyo-Mitsubishi UFJ,Ltd.
May 2016
Managing Executive Officer, Mitsubishi UFJ Financial Group,
Inc.
June 2016
Managing Director, Bank of Tokyo-Mitsubishi UFJ, Ltd.
May 2017
Senior Managing Director, Bank of Tokyo-Mitsubishi UFJ,
Ltd.
June 2017
Director, Senior Managing Executive Officer, Bank of TokyoMitsubishi UFJ, Ltd.
April
2018
Member of the Board of Directors, Senior Managing Executive
Hori Naoki
Officer, MUFG Bank, Ltd.
(January 27, 1961)
May
2018
Senior Managing Corporate Executive, Mitsubishi UFJ(Male)
Financial Group, Inc.
New appointment
April
2019
Member of the Board of Directors, Deputy President, MUFG
Outside Director
Bank, Ltd.
Independent
April 2021
Chairman of the Board of Directors, MUFG Bank, Ltd.
(current)
April 2021
Managing Executive Officer, Mitsubishi UFJ Financial Group,
9
Inc. (current)[Significant concurrent positions]
Chairman of the Board of Directors, MUFG Bank, Ltd.
Managing Executive Officer, Mitsubishi UFJ Financial Group, Inc.
Director, Mitsubishi UFJ NICOS Co., Ltd.
[Number of stocks of the Company held]0
Of which, stocks scheduled to be delivered based on the stock compensation
plan―[Special interest between the candidate and the Company]
None[Reason for selection as a candidate and expected role]
The Company proposes the appointment of Mr. Hori Naoki as a candidate for Outside Director so that hewill give appropriate advice and supervision on the overall management of the Group by harnessing his
profound insight cultivated through his experience as the manager of a bank from an independent
standpoint without any mutual relationship which may impose significant control over the managementof the Company. In addition, as a member of the Nomination Committee as well as the Compensation
Committee, he is expected to provide participation and advice when considering nominations andcompensation for the Company’s management team from the perspective of that profound insight.

- 12 -

(Notes) 1. Each of Mr. Tsunekage Hitoshi, Ms. Koezuka Miharu, Ms. Mochizuki Aiko, and Mr. Hori Naoki isa candidate for Outside Director. Each of Mr. Tsunekage Hitoshi, Ms. Koezuka Miharu, and Ms.
Mochizuki Aiko is currently an Outside Director of the Company and will have been in office for 5,
5, and 3 years, respectively, as of the conclusion of this general meeting of shareholders.
2. The Company has designated each of Mr. Tsunekage Hitoshi, Ms. Koezuka Miharu, and Ms.
Mochizuki Aiko as an independent director as stipulated by the Tokyo Stock Exchange and plans toextend the designation on condition that he or she is reelected as Outside Director. The Company
plans to designate Mr. Hori Naoki as an independent officer as stipulated by the Tokyo Stock
Exchange and notify the Exchange to that effect on condition that he is elected as an Outside Director.
3. JAPAN POST HOLDINGS Co., Ltd., where Ms. Koezuka Miharu serves as Outside Director,
received business improvement orders from both the Ministry of Internal Affairs andCommunications and the Financial Services Agency in December 2019 regarding a number of casesof improper solicitation of insurance products by the company’s subsidiary, JAPAN POST
INSURANCE Co., Ltd. While she was not aware of the fact until it was revealed, she consistently
fulfilled her duties and responsibilities through the board of directors, etc. and sought to ensure thatbusiness operations were not conducted against laws, from the standpoint of compliance. After thefact came to light, she confirmed the contents of the measures taken by the company to prevent
recurrence.
4. The Company has concluded an agreement with each of Mr. Tsunekage Hitoshi, Ms. Koezuka
Miharu, and Ms. Mochizuki Aiko to limit his or her liability described in Article 423, Paragraph 1of the Companies Act, as stipulated in Article 427, Paragraph 1 of the Companies Act and Article
26 of the existing Articles of Incorporation. The maximum amount of liability described in theagreement will be the amount stipulated by laws and regulations. If each of them is reelected, theCompany intends to continue the said agreement. The Company intends to conclude an agreementwith the same contents with Mr. Hori Naoki if he is elected.
5. The Company has entered into a directors’ and officers’ liability insurance agreement with aninsurance company as provided for in Article 430-3, Paragraph 1 of the Companies Act, under which
all officers of the company are insured. The agreement covers damages that may arise whenassuming liability for the execution of duties, or damages to be borne due to receiving a claim related
to the pursuit of such liability, and all insurance premiums for the insured will be paid by theCompany. If each candidate is appointed Director, he or she will be included as the insured in said
insurance agreement. The Company plans to renew the agreement with the same contents at the next
renewal period.

- 13 -

[Reference]
The composition of the Board of Directors (Chairperson: Achikita Teruhiko) and the expertise andexperience possessed by each Director (including areas of expectations) if Proposal 2 is approved as originallyproposed are as follows.
Expertise and experience
Name

GenderAchikita
Teruhiko

MaleOkajimaNobuyuki
AshibeNaoto
Kajitani
SatoshiOtsukaTakahiro
Tsunekage
Hitoshi
Koezuka
MiharuMochizuki
Aiko

Male

Committee

Nomination
Committee
Compensation
Committee
Compensation
Committee

Corporate
Law/
Human
management/ Sustainability Compliance/ Finance &resources
IT/
Management management
Risk
Accounting
strategy/
Digitalstrategy
management
Management
●

●

●

●

●

●

●

●

●

Male

―

●

Male

―

●

Male

―

●

●

●

●

●

●

●

●

Male

FemaleFemaleHori Naoki

Male

Urai Keiji

Male

YasudaTakayoshi

Male

KunibeTakeshiMaleMiki Shohei

MaleIgoshiTomokoFemaleTanakaTakahiro

Male

Nomination
Committee
Compensation
Committee(Chairperson)
Nomination
Committee
Compensation
Committee
Nomination
Committee
Compensation
Committee
Audit &
Supervisory
Committee
Audit &
Supervisory
Committee
Audit &
Supervisory
Committee
Nomination
Committee(Chairperson)
Audit &
Supervisory
Committee(Chairperson)
Compensation
Committee
Audit &
Supervisory
Committee
Audit &
Supervisory
Committee

Railway/ Real estate/
Mobility Community Marketing
services development

●

●

●

●

●

●
●

●

●
●

●

●

●

●

●
●

●
●

●

●

●

●

●

●

●

●

●

●

(Note) Table above does not represent all of the expertise or experience possessed by Directors.

- 14 -●●●