The following is an unofficial English translation of the Convocation Notice for the 37th Ordinary General Meetingof Shareholders of Central Japan Railway Company. The Company provides this translation for your reference andconvenience only and without any warranty as to its accuracy or otherwise.

[TRANSLATION](Securities Identification Code: 9022)
May 31, 2024
To: Shareholders
Shunsuke Niwa
President and Representative Director
Central Japan Railway Company
1-4, Meieki 1-chome, Nakamura-ku, Nagoya,
Aichi Prefecture
Convocation Notice for the 37th Ordinary General Meeting of Shareholders
Dear Sirs/Madams:
Notice is hereby given that the 37th Ordinary General Meeting of Shareholders of Central Japan
Railway Company (the “Company”) will be held as set forth below.
If you are unable to attend the meeting, you are allowed to exercise your voting rights
electronically (through the Internet, etc.) or in writing. After examining the reference materials set
forth below, please exercise your voting rights no later than 5:30 p.m. on Thursday, June 20, 2024
(Japan Standard Time (JST)).
Particulars
1. Date and Time:

Friday, June 21, 2024 at 10:00 a.m. (JST)

2. Venue:“Towers Ballroom” (16F)
Nagoya Marriott Associa Hotel
1-4, Meieki 1-chome, Nakamura-ku, Nagoya,
Aichi Prefecture, Japan

3. Purpose of the Meeting:
Matters to be Reported: 1. Report on the details of the business report, and the consolidated andnon-consolidated financial statements for the 37th fiscal year (from
April 1, 2023 to March 31, 2024)
2. Report on the results of the audit of the consolidated financial statements
by the Accounting Auditors and the Audit and Supervisory Board
Matters to be Resolved:
Proposal 1:
Proposal 2:
Proposal 3:

Appropriation of retained earnings
Election of twelve (12) Directors
Election of one (1) Audit and Supervisory Board Member

4. Notes on the Procedures of the Meeting:
(1)
(2)
(3)

If you exercise your voting rights both electronically (through the Internet, etc.) and in writing, thenthe exercise of those rights electronically (through the Internet, etc.) will be the one deemed valid.
If you exercise your voting rights more than once electronically (through the Internet, etc.), then thelast exercise will be the one deemed valid.
If no indication of approval or disapproval of each proposal is given on the voting form you havesubmitted, we will deem that you have indicated your approval.
-End1

・In the event any amendments are made to the information that is required to be provided
electronically including reference materials for the general meetings of shareholders, the Company
will post the contents before and after such amendments on the Company’s website.
・Please bring this convocation notice to the meeting with you as it will be used as a material for theproceedings.

【Information Regarding Exercise of Voting Rights】
Please exercise your voting rights after reviewing the reference materials for the ordinary general meeting of shareholders.
You can exercise your voting rights in the following three ways:

Through the Internet, etc.
Please enter your approval or disapproval for each proposal in accordance with the “Exercise of
voting rights through the Internet” set forth on the following page no later than the deadline forexercising voting rights.
Deadline for exercising voting rights
Your votes must be entered no later than June 20, 2024 (Thursday), 5:30 p.m. (JST)In writing (postal mail)Please indicate your approval or disapproval for each proposal on the voting form enclosed
herewith, and send it back to the Company so that it will reach the Company no later than thedeadline for exercising voting rights.
※Considering the circumstances of the postal service, please mail the voting form promptly.

Deadline for exercising voting rights
Your votes must reach the Company no later than June 20, 2024 (Thursday), 5:30 p.m. (JST)In person at the meeting
Please submit the enclosed voting form to the receptionist at the entrance of the meeting place.
Date and time
June 21, 2024 (Friday), 10:00 a.m. (JST)For institutional investors
You may exercise your voting rights via the electronic voting platform operated by ICJ, Inc. if you have applied inadvance to use the platform.

2

Exercise of voting rights through the Internet
Scan the website login QR code
“Smart Voting”
You can exercise your voting rights via the website
without entering your “voting code” and “password”.
1.
Scan the website login QR Code* indicated at thebottom right of the voting form.
*“QR Code” is a registered trademark of Denso
Wave Incorporated.
2.
Indicate your approval or disapproval for each
proposal by following the instructions displayedon the screen.
Voting rights exercised through “Smart Voting” arevalid only once.
If you intend to make a correction to the content of yourvote after you exercised your voting rights, please
access and log in to the dedicated website for PCs,
login by entering your “voting code” and the“password” indicated on the voting form and exercise
your voting rights again.
* By scanning the QR Code again, you will be moved
to the dedicated website for PCs.
For inquiries regarding how to operate your devices
such as your personal computer or smartphone toexercise your voting rights, please contact the hotline
shown on the right:

Enter the voting code and password
Voting Website: https://www.web54.net
1.

Access the Voting Website.

2.

Please enter the “voting code” as indicated on thevoting form.

3.

Please enter the “password” as indicated on thevoting form.

4.

Indicate your approval or disapproval for each
proposal by following the instructions displayed on
the screen.

Sumitomo Mitsui Trust Bank, Limited
Securities Agent Web Support Hotline
0120 (652) 031 (toll-free in Japan)(9:00 a.m. to 9:00 p.m. (JST))3

Reference Materials for the Ordinary General Meeting of Shareholders
Proposal and Referential Matter
Proposal 1:
Appropriation of retained earnings
As the Company’s core operation is the railway business, which has a strong social mission, theCompany promotes its efforts to ensure and strengthen a long-term and stable managementfoundation, while securing internal reserve in order to steadily proceed with various projects suchas the Chuo Shinkansen Project. With respect to distribution, the Company’s policy is to havestable dividends.
Based on such principle, in light of the increased use of both the Tokaido Shinkansen and theconventional lines, the Company decided to pay a year-end dividend of 15 yen per share, anincrease of 1 yen from the previous fiscal year where the year-end dividend was 14 yen per share.
(Note) The Company paid a year-end dividend of 70 yen per share for the previous fiscal year.
However, if the dividend per share is recalculated based on the assumption that the fivefor-one stock split of the Company’s common stock, which was conducted as of October
1, 2023, had been conducted as of the beginning of the previous fiscal year, the year-end
dividend for the previous fiscal year would have been 14 yen per share.
(1) Matters concerning year-end dividends(i) Type of dividend property
Cash(ii) Matters concerning allocation of the dividend property to shareholders and the total amount thereof
15 yen per share of the Company’s common stock
Total amount: 14,775,049,200 yen(ⅲ) Effective date of dividend of retained earnings
June 24, 2024
(2) Other matters concerning the appropriation of retained earnings(i) Line item relating to retained earnings showing an increase and the amount thereof
General reserve:
250,000,000,000 yen(ii) Line item relating to retained earnings showing a decrease and the amount thereof
Retained earnings carried forward: 250,000,000,000 yen

4Proposal 2:
Election of twelve (12) Directors
The terms of all of thirteen (13) Directors will expire as of the conclusion of this Ordinary General
Meeting of Shareholders. We hereby request that twelve (12) Directors be elected.
The candidates for directors are as follows:
No.

Name

Positions and responsibilities at the Company

1

Reappointment

Shin Kaneko

Chairman and Representative Director

2

Reappointment

Shunsuke Niwa

President and Representative Director
Executive Vice President and Representative Director
Director General of the Corporate Planning Division andin charge of Administrative Departments (except for Business
Promotion Division)
Executive Vice President and Representative Director
Director General of the Business Promotion Division and in
charge of specially assigned matters
Senior Corporate Executive Officer
Director General of the Chuo Shinkansen Promotion Divisionand in charge of controlling the Construction Section
Executive Vice President and Representative Director
In charge of the Shinkansen and Conventional Lines
Operations Division and in charge of the Transportation Safety
Section3

Reappointment

Kentaro Takeda

4

Reappointment

Akihiko Nakamura

5

Newly
appointed

Takanori Mizuno

6

Reappointment

Hiroshi Suzuki

7

Reappointment

Koei Tsuge

Counselor and Director

Haruo Kasama

Director

Taku Oshima

Director

Tsuyoshi Nagano

Director

Hiroko Kiba

Director

Joseph Schmelzeis

Director

Reappointment
8

Independent
OutsideReappointment

9

Independent
OutsideReappointment

10

Independent
OutsideReappointment

11

Independent
OutsideReappointment

12

Independent
Outside

5

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1978:
February
1986:
April 1987:
June 1998:
June 2002:
June 2004:
June 2006:

1
Shin Kaneko(August 29, 1955)

June 2008:
June 2010:

Reappointment
June 2012:
April 2018:
April 2023:

Joined Japanese National Railways (“JNR”)
Assistant Chief of the Labor Relations
Division of the Staff Administration
Department of JNR
Joined the Company
General Manager of the Supervision
Department of the Shinkansen Operations
Division of the Company
General Manager of the Administration
Department of the Company
Director, General Manager of the
Administration Department of the Company
Director, General Manager of the Personnel
Department of the Company
Executive Director, Director General of the
Corporate Planning Division of the Company
Senior Executive Director, Director Generalof the Corporate Planning Division of theCompany
Executive Vice President and Representative
Director of the Company
President and Representative Director of theCompany
Chairman and Representative Director of theCompany(current position)

Number of sharesof the Company
held

20,843
SharesReasons for Nomination of a Director Candidate
Mr. Shin Kaneko has demonstrated his outstanding management skills, by serving as General Manager of the
Administration Department, General Manager of the Personnel Department and Director General of the Corporate
Planning Division, and, since 2018, as President and Representative Director, he has strengthened the businessfoundation of the Company including through maintaining and developing the railway business, and promoting theplan of the Chuo Shinkansen, with top priority given to securing safe and stable transportation. Currently, as Chairman
and Representative Director, he is fulfilling his duties, such as striving for the appropriate management of the Boardof Directors from the standpoint of Chairman of the Board of Directors. The Company considers that his talents,
insights and background as mentioned above are appropriate for maintaining sound management and achieving further
development of the Company Group, and believes that he is qualified as a Director of the Company.

6

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1989:
July 2010:
July 2013:
June 2014:
June 2016:

2

June 2019:
Shunsuke Niwa
(June 22, 1965)

June 2020:

Reappointment
June 2022:
April 2023:

Joined the Company
General Manager of the Supervision
Department of the Shinkansen Operations
Division of the Company
General Manager in charge of the Investment
Planning Department of the Corporate
Planning Division of the Company
General Manager of the Personnel
Department of the Company
Corporate Officer, General Manager of the
Public Relations Department of the Company
Director and Corporate Officer, Director
General of the Corporate Planning Division of
the Company
Director and Corporate Executive Officer,
Director General of the Corporate Planning
Division of the Company
Executive Vice President and Representative
Director of the Company
President and Representative Director of theCompany(current position)

Number of sharesof the Company
held

7,305
SharesReasons for Nomination of a Director Candidate
Mr. Shunsuke Niwa has demonstrated his outstanding management skills, by serving as General Manager of the
Personnel Department, General Manager of the Public Relations Department and Director General of the Corporate
Planning Division, and, since 2022, as Executive Vice President and Representative Director, he has assisted thePresident and Representative Director, and has worked to promote key management issues, including the plan of the
Chuo Shinkansen. Currently, as President and Representative Director, he is showing his strong leadership andfulfilling his duties toward realizing “Management Revitalization” under the management philosophy of “Contributeto the development of Japan’s main transportation artery and social infrastructure”. The Company considers that his
talents, insights and background as mentioned above are appropriate for maintaining sound management andachieving further development of the Company Group, and believes that he is qualified as a Director of the Company.

7

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1991:
July 2014:
July 2015:
June 2016:
July 2018:

June 2019:3
Kentaro Takeda(January 5, 1968)

June 2021:

Reappointment

June 2022:
June 2023:

Joined the Company
Deputy Director General of the
Administration Department of the Company
General Manager in charge of theManagement Supervision Department of the
Corporate Planning Division of the Company
General Manager of the Management
Supervision Department of the Corporate
Planning Division of the Company
Deputy Director General of the Corporate
Planning Division and General Manager ofthe Management Supervision Department of
the Corporate Planning Division of theCompany
Corporate Officer, General Manager of the
Public Relations Department of the Company
Corporate Executive Officer, General
Manager of the Public Relations Departmentof the Company
Senior Corporate Executive Officer, Director
General of the Corporate Planning Divisionof the Company
Executive Vice President and Representative
Director,
Director General of the Corporate Planning
Division and in charge of Administrative
Departments of the Company (except for
Business Promotion Division)(current position)

Number of sharesof the Company
held

6,371
SharesReasons for Nomination of a Director Candidate
Mr. Kentaro Takeda served as Deputy Director General of the Corporate Planning Division and General Managerof the Management Supervision Department of the Corporate Planning Division and General Manager of the Public
Relations Department, etc., and has worked to strengthen the management foundation of the Company Group.
Currently, as Executive Vice President and Representative Director and Director General of the Corporate Planning
Division, he is fulfilling his duties, such as assisting the President and supervising the Administrative Departments
under his strong leadership. The Company considers that his talents, insights and background as mentioned above areappropriate for maintaining sound management and achieving further development of the Company Group, andbelieves that he is qualified as a Director of the Company.

8

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1990:
July 2012:

July 2013:
June 2016:
June 2018:
4
Akihiko Nakamura(December 29,
1965)

June 2019:
June 2021:

Reappointment
June 2022:

Joined the Company
General Manager in charge of theTransportation and Marketing Department of
the Shinkansen Operations Division of theCompany
General Manager of the Supervision
Department of the Shinkansen Operations
Division of the Company
General Manager of the Personnel
Department of the Company
Corporate Officer, Deputy Director Generalof the Business Promotion Division of theCompany
President and Representative Director of JRCENTRAL PASSENGERS Co., Ltd.
Corporate Executive Officer, Director Generalof the Business Promotion Division of theCompany
Executive Vice President and Representative
Director, Director General of the Business
Promotion Division and in charge of speciallyassigned matters of the Company(current position)

Number of sharesof the Company
held

8,354
SharesReasons for Nomination of a Director Candidate
Mr. Akihiko Nakamura served as General Manager of the Personnel Department of the Company and President
and Representative Director of JR-CENTRAL PASSENGERS Co., Ltd., etc., and has worked to strengthen the
management foundation of the Company Group. Currently, as Executive Vice President and Representative Director
and Director General of the Business Promotion Division, he has assisted the President and Representative Director,
and he is fulfilling his duties through his strong leadership, such as promoting the initiative to expand profits throughnew ideas, strengthening of station buildings and commercial facilities in stations, and improving management
efficiency of the group companies. The Company considers that his talents, insights and background as mentioned
above are appropriate for maintaining sound management and achieving further development of the Company Group,and believes that he is qualified as a Director of the Company.

9

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1981:
April 1987:
July 2007:
June 2008:

July 2010:
July 2011:
June 2013:
5
Takanori Mizuno(February 26,
1958)
Newly
appointed

June 2016:
June 2018:

June 2022:

Joined Japanese National Railways (“JNR”)
Joined the Company
General Manager in charge of theConstruction Department of the Company
General Manager of the Planning andPromotion Department of the Tokaido
Shinkansen 21st Century Division of theCompany
Deputy Director General of the Tokaido
Shinkansen 21st Century Division of theCompany
Deputy Director General of the Chuo
Shinkansen Promotion Division of theCompany
Corporate Officer, Deputy Director Generalof the Chuo Shinkansen Promotion Divisionof the Company
Corporate Executive Officer, Deputy Director
General of the Chuo Shinkansen Promotion
Division of the Company
Director and Senior Corporate Executive
Officer, Director General of the Chuo
Shinkansen Promotion Division of theCompany
Senior Corporate Executive Officer,
Director General of the Chuo Shinkansen
Promotion Division and in charge ofcontrolling the Construction Section of theCompany(current position)

Number of sharesof the Company
held

15,904
SharesReasons for Nomination of a Director Candidate
Mr. Takanori Mizuno served as Deputy Director General of the Tokaido Shinkansen 21st Century Division and
Deputy Director General of the Chuo Shinkansen Promotion Division, etc., and has worked to strengthen the
management foundation of the Company Group. Currently, as Senior Corporate Executive Officer and Director
General of the Chuo Shinkansen Promotion Division, he is fulfilling his duties, such as supervising the initiative topromote the Plan of the Chuo Shinkansen. The Company considers that his talents, insights and background as
mentioned above are appropriate for maintaining sound management and achieving further development of theCompany Group, and believes that he is qualified as a Director of the Company.

10

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1985:
April 1987:
July 2010:
June 2012:
June 2016:
June 2018:

6
Hiroshi Suzuki(February 24,
1961)

June 2020:
June 2022:

Reappointment
June 2023:

Joined Japanese National Railways (“JNR”)
Joined the Company
General Manager in charge of the Technology
Planning Department of the General
Technology Division of the Company
General Manager of the Engineering
Department of the Conventional Lines
Operations Division of the Company
Corporate Officer, Director General of the
Shizuoka Branch Office of the Company
Director and Corporate Officer, Director
General of the Conventional Lines Operations
Division of the Company
Director and Corporate Executive Officer,
Director General of the Conventional Lines
Operations Division of the Company
Senior Corporate Executive Officer, Director
General of the Conventional Lines Operations
Division of the Company
Executive Vice President and Representative
Director, in charge of the Shinkansen andConventional Lines Operations Division andin charge of the Transportation Safety Sectionof the Company(current position)

Number of sharesof the Company
held

11,290SharesReasons for Nomination of a Director Candidate
Mr. Hiroshi Suzuki served as Director General of the Shizuoka Branch Office and Director General of theConventional Lines Operations Division, etc., and has worked to strengthen the management foundation of theCompany Group. Currently, as Executive Vice President and Representative Director, he has assisted the President
and Representative Director, and he is fulfilling his duties through his strong leadership, such as supervising theinitiative to further enhance the transportation services by the Tokaido Shinkansen and the conventional lines, with
top priority given to securing safe and stable transportation. The Company considers that his talents, insights andbackground as mentioned above are appropriate for maintaining sound management and achieving further
development of the Company Group, and believes that he is qualified as a Director of the Company.

11

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1977:
March 1985:

7
Koei Tsuge(August 6, 1953)
Reappointment

Joined Japanese National Railways (“JNR”)
Manager of the Personnel Section of the
Administration Department of the Niigata
Railway Operating Division of JNRApril 1987:
Joined the Company
June 1996:
Deputy Director General of the
Administration Department of the Company
June 2000:
General Manager of the Administration
Department of the Company
June 2002:
Director, General Manager of the Personnel
Department of the Company
June 2006:
Executive Director, General Manager of theSecretarial Department of the Company
June 2008:
Executive Vice President and Representative
Director of the Company
April 2014:
President and Representative Director of theCompany
April 2018:
Chairman and Representative Director of theCompany
April 2023:
Counselor and Director of the Company(current position)〔 Significant concurrent positions 〕
Vice Chairman of Central Japan Economic Federation

Number ofshares of theCompany held

81,603
SharesReasons for Nomination of a Director Candidate
Mr. Koei Tsuge has demonstrated his outstanding management skills, by serving as General Manager of the
Administration Department, General Manager of the Personnel Department and General Manager of the Secretarial
Department, etc., and, since 2014, as President and Representative Director, he has strengthened the businessfoundation of the Company through maintaining and developing the railway business, and promoting the plan of the
Chuo Shinkansen, with top priority given to securing safe and stable transportation. Since 2018, as Chairman and
Representative Director, he has also striven for the appropriate management of the Board of Directors from thestandpoint of Chairman of the Board of Directors. Currently, as Counselor and Director, he is fulfilling his duties,
such as advising on all aspects of the Company Group’s operations. The Company considers that his talents, insights
and background as mentioned above are appropriate for maintaining sound management and achieving further
development of the Company Group, and believes that he is qualified as a Director of the Company.

12

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1974:

8
Haruo Kasama(January 2, 1948)
Reappointment
Independent
OutsidePublic Prosecutor, Tokyo District Public
Prosecutor’s Office
October 2002:
Deputy Chief Prosecutor, Tokyo District
Public Prosecutors Office
June 2005:
Deputy Chief Prosecutor, Tokyo High Public
Prosecutors Office
June 2006:
Director General of the Criminal Affairs
Department, Supreme Public Prosecutors
OfficeOctober 2007:
Deputy Prosecutor-General, Supreme Public
Prosecutors Office
January 2009:
Superintending Prosecutor, Hiroshima High
Public Prosecutors Office
June 2010:
Superintending Prosecutor, Tokyo High
Public Prosecutors Office
December 2010: Prosecutor-General
October 2012:
Registered as an attorney-at-law
June 2020:
Director of the Company(current position)〔 Significant concurrent positions 〕
Corporate Auditor of TOPPAN Holdings Inc.

Number ofshares of theCompany held

2,819
sharesReasons for Nomination of an Outside Director Candidate and Summary of Expected Role
Mr. Haruo Kasama held a number of executive positions, including Superintending Prosecutor of the Tokyo High
Public Prosecutors Office and Prosecutor General, and has a wide range of experience and deep insights. Therefore,
the Company believes that he is qualified as an Outside Director of the Company. Based on his talents, insights andexperiences as mentioned above, he is expected to supervise and advise as an Outside Director for the purpose ofmaintaining sound management and achieving further development of the Company Group.

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1980:
June 2007:

9
Taku Oshima(July 14, 1956)
Reappointment
Independent
OutsideJoined NGK INSULATORS, LTD.
Corporate Officer of NGK INSULATORS,LTD.
June 2011:
Corporate Executive Officer of NGKINSULATORS, LTD.
June 2014:
President and Representative Director of NGKINSULATORS, LTD.
June 2020:
Director of the Company(current position)
April 2021:
Chairman and Representative Director of NGKINSULATORS, LTD.
(current position)〔 Significant concurrent positions 〕
Chairman and Representative Director of NGK INSULATORS,
LTD.
Director of TOHO GAS Co., Ltd.
Chairman of Aichi Employers’ Association

Number ofshares of theCompany held

1,411
sharesReasons for Nomination of an Outside Director Candidate and Summary of Expected Role
Mr. Taku Oshima has held a number of executive positions, including President and Representative Director of
NGK INSULATORS, LTD., currently serves as Chairman of Aichi Employers’ Association, and has a wide range ofexperience and deep insights in company management. Therefore, the Company believes that he is qualified as an
Outside Director of the Company. Based on his talents, insights and experiences as mentioned above, he is expected
to supervise and advise as an Outside Director for the purpose of maintaining sound management and achieving
further development of the Company Group.
13

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1975:

10Tsuyoshi Nagano(November 9,
1952)
Reappointment
Independent
OutsideJoined Tokio Marine & Fire Insurance Co.,Ltd.
June 2003:
Executive Officer of Tokio Marine & Fire
Insurance Co., Ltd
October 2004:
Executive Officer of Tokio Marine & Nichido
Fire Insurance Co., Ltd.
June 2006:
Managing Executive Officer of Tokio Marine& Nichido Fire Insurance Co., Ltd.
June 2008:
Managing Director of Tokio Marine &Nichido Fire Insurance Co., Ltd.
June 2008:
Director of Tokio Marine Holdings, Inc.
June 2010:
Senior Managing Director of Tokio Marine &Nichido Fire Insurance Co., Ltd.
June 2011:
Senior Managing Director of Tokio Marine
Holdings, Inc.
June 2012:
Executive Vice President of Tokio Marine &Nichido Fire Insurance Co., Ltd.
June 2012:
Executive Vice President of Tokio Marine
Holdings, Inc.
June 2013:
President of Tokio Marine & Nichido Fire
Insurance Co., Ltd.
June 2013:
President of Tokio Marine Holdings, Inc.
April 2016:
Chairman of the Board of Tokio Marine &Nichido Fire Insurance Co., Ltd.
June 2019:
Chairman of the Board of Tokio Marine
Holdings, Inc.
(current position)
June 2022:
Director of the Company(current position)〔 Significant concurrent positions 〕
Chairman of the Board of Tokio Marine Holdings, Inc.
Director of FUJIFILM Holdings Corporation

Number ofshares of theCompany held

4,017
sharesReasons for Nomination of an Outside Director Candidate and Summary of Expected Role
Mr. Tsuyoshi Nagano has held a number of executive positions, including President & Chief Executive Officer of
Tokio Marine Holdings, Inc., currently serves as Vice President of KEIDANREN and has a wide range of experienceand deep insights in company management. Therefore, the Company believes that he is qualified as an Outside
Director of the Company. Based on his talents, insights and experiences as mentioned above, he is expected tosupervise and advise as an Outside Director for the purpose of maintaining sound management and achieving further
development of the Company Group.

14

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1987:
April 2001:
April 2006:
April 2007:
April 2008:
March 2009:11
Hiroko Kiba
(November 1,
1964)
Reappointment
Independent
OutsideApril 2013:
June 2022:

Joined Tokyo Broadcasting System, Inc.
(currently Tokyo Broadcasting System
Television, Inc.)
Part-time Lecturer, Faculty of Education, Chiba
University
Specially Appointed Professor, Faculty of
Education, Chiba University
Member of the Council for Regulatory Reform,
Cabinet OfficeMember of the Advisory Board for Education
Reform, Cabinet Secretariat
Member of the Council for Transport Policy,
Ministry of Land, Infrastructure, Transport andTourism
Visiting Professor, Chiba University(current position)
Director of the Company(current position)

Number ofshares of theCompany held0
shares〔 Significant concurrent positions 〕
Audit & Supervisory Board Member of INPEXCORPORATION

Reasons for Nomination of an Outside Director Candidate and Summary of Expected Role
Ms. Hiroko Kiba worked as a freelance newscaster and university instructor and has held a number of posts inpublic office, including a member of the Council for Transport Policy, and has a wide range of experience andextensive insights. Therefore, the Company believes that she is qualified as an Outside Director of the Company.
Based on her talents, insights and experiences as mentioned above, she is expected to supervise and advise as an
Outside Director for the purpose of maintaining sound management and achieving further development of theCompany Group.

15

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
July 1984:
July 1988:
April 1998:
December
1999:
November
2001:

12
Joseph Schmelzeis(November 2,
1962)
Reappointment
Independent
OutsideNumber ofshares of theCompany held

Joined Bain & Company
Vice President of American Express
International
Chief Operating Officer of Fontworks
International
Interim CEO of Crimson Ventures

Representative Director of JPS International,Inc.
(current position)
June 2011:
Corporate Director and Division Manager of
SEGA Corporation
June 2015:
Senior Advisor of SEGA SAMMY HOLDINGS
INC.
February
Senior Advisor to the Ambassador of the U.S.
2018:
Embassy in Tokyo
March 2021:
Executive Manager of Cedarfield Godo Kaisha(current position)
June 2023:
Director of the Company(current position)〔 Significant concurrent positions 〕
Director of DENSO CORPORATION
Director of Hitachi Construction Machinery Co., Ltd.

410
sharesReasons for Nomination of an Outside Director Candidate and Summary of Expected Role
Mr. Joseph Schmelzeis worked as a Senior Advisor to the Ambassador of the U.S. Embassy in Tokyo and has held
a number of executive positions in private companies, and has a wide range of experience and extensive insights.
Therefore, the Company believes that he is qualified as an Outside Director of the Company. Based on his talents,
insights and experiences as mentioned above, he is expected to supervise and advise as an Outside Director for the
purpose of maintaining sound management and achieving further development of the Company Group.

16

(Note) 1. Mr. Haruo Kasama, Mr. Taku Oshima, Mr. Tsuyoshi Nagano, Ms. Hiroko Kiba and Mr. Joseph Schmelzeis
are candidates for Outside Directors as set forth in Article 2, Paragraph 3, Item 7 of the Ordinance for
Enforcement of the Companies Act.
2. It is planned that Mr. Taku Oshima will assume the position of Director of Nomura Holdings, Inc. on June 25,2024.
3. On October 1, 2023, TOPPAN Holdings Inc., where Mr. Haruo Kasama holds his significant concurrent
position, changed its name from Toppan Printing Co., Ltd. to TOPPAN Holdings Inc.
4. Special notes on the candidates for Outside Directors are as follows:(1) Reasons for nominating candidates for the Outside Directors, etc.
(i) Although Mr. Haruo Kasama and Ms. Hiroko Kiba have not been directly involved in the managementof companies, the Company has determined that they will be able to properly perform their duties as
Outside Directors, in light of the “Reasons for Nomination of an Outside Director Candidate andSummary of Expected Role” mentioned above.
(ii) Notification has been filed with the stock exchanges on which the Company is listed that Mr. Haruo
Kasama, Mr. Taku Oshima, Mr. Tsuyoshi Nagano, Ms. Hiroko Kiba and Mr. Joseph Schmelzeis are
independent directors who have no potential conflict of interest with general shareholders.
(iii ) Mr. Taku Oshima currently serves as Chairman and Representative Director of NGK INSULATORS,
LTD. There are transactions between the Company and NGK INSULATORS, LTD. In relation to
insulators for train line, etc. However, the size of such transactions over the previous three fiscal years
was less than 1% of the annual consolidated sales of the Company and NGK INSULATORS, LTD.,
respectively, and his independence as an Outside Director is sufficiently secured.
(iv) Mr. Tsuyoshi Nagano currently serves as Chairman of the Board of Tokio Marine Holdings, Inc. There
are transactions between the Company and Tokio Marine Group in relation to insurance policies, etc.
However, the size of such transactions over the previous three fiscal years was less than 1% of theannual consolidated sales of the Company and Tokio Marine Group, respectively, and his
independence as an Outside Director is sufficiently secured.
(2) Facts of business misconduct by other companies where the candidates for outside directors of theCompany have served as officers in the past five years(i) In March 2024, Toho Gas Co., Ltd., where Mr. Taku Oshima, a candidate for outside director of theCompany, serves as an outside director, was determined by the Japan Fair Trade Commission (JFTC)
to have violated Article 3 of the Antimonopoly Act (prohibition of unreasonable restraint of trade)
regarding the supply of city gas to large-scale customers in past years. In addition, in March 2024,
Toho Gas Co., Ltd., received a warning from JFTC that its conduct in past years may have violated
Article 3 of the Antimonopoly Act (prohibition of unreasonable restraint of trade) regarding the supplyof residential city gas and the purchase of electricity after the expiration of the purchase period under
the feed-in tariff system for renewable energy. Mr. Oshima, who was appointed as an outside directorof Toho Gas Co., Ltd., after the discovery of these facts, is appropriately fulfilling his duties byactively making proposals for investigating the facts and causes and formulating measures to prevent
recurrence.
(ii) In December 2023, Tokio Marine & Nichido Fire Insurance Co., Ltd., where Mr. Tsuyoshi Nagano, acandidate for outside director of the Company, served as an outside director, received a business
improvement order from the Japan Financial Services Agency under the Insurance Business Act, on
the grounds that it had engaged in suspicious conduct that could conflict with the Antimonopoly Act,and other conduct deemed inappropriate in light of the purpose of the Antimonopoly Act, and had
management system deficiencies underlying these problems. Mr. Nagano currently serves as
Chairman of the Board of Tokio Marine Holdings, Inc., the parent company of Tokio Marine &Nichido Fire Insurance Co., Ltd. Since the discovery of these facts, Mr. Nagano has been promoting
initiatives to further ensure compliance, such as conducting thorough investigations, analyzing thetrue causes, and directing the formulation of measures to prevent recurrence from the viewpoint ofgroup operation management.

17

(3) Term of Office
The term of office for Mr. Haruo Kasama, Mr. Taku Oshima, Mr. Tsuyoshi Nagano, Ms. Hiroko Kiba
and Mr. Joseph Schmelzeis as Outside Directors will be four (4) years, four (4) years, two (2) years,
two (2) years and one (1) year, respectively, as of the conclusion of this Ordinary General Meeting of
Shareholders.
5. Outline of the Liability Limitation Agreement
The Company has entered into a limited liability agreement with Mr. Haruo Kasama, Mr. Taku Oshima, Mr.
Tsuyoshi Nagano, Ms. Hiroko Kiba and Mr. Joseph Schmelzeis pursuant to Article 427, Paragraph 1 of theCompanies Act and the Articles of Incorporation of the Company, limiting the amount of their liability as
stipulated in Article 423, Paragraph 1 of the Companies Act to the amount stipulated in laws and regulations.
In addition, if the proposal for their appointment is approved and passed, the Company will continue suchagreement with them.
6. Outline of the Directors and Officers Liability Insurance Agreement
The Company has entered into a directors and officers liability insurance agreement with an insurancecompany in accordance with the provisions of Article 430-3, Paragraph 1 of the Companies Act, and suchagreement covers legal damages and litigation expenses (except for those fall in exemptions under suchinsurance agreement) that are to be borne by the insured, including Directors of the Company, under suchinsurance agreement. If the election of candidates as directors is approved as proposed, such Directors willbe the insured under such insurance agreement. Such insurance agreement is scheduled to be renewed at thetime of the next renewal with the same terms and conditions.

18

(Reference)
Directors’ Skills Matrix (if each candidate for Director is elected at this general shareholders meeting)Technolog
Communi
Corporate Governan Personnel/
Status andytymanagemFinance/ developm Railway/ relations/ce/
Education Accountin
ent/
Name
Responsibilities in the/ent/
Safety Internatio
Business Complian
g
ce
Labor
Environmnal
strategy
Company
ent
aspects
Shin Kaneko
Shunsuke Niwa

Kentaro Takeda

Chairman and
Representative Director
President andRepresentative Director
Executive Vice
President andRepresentative Director
Director General of the
Corporate Planning
Division and in chargeof Administrative
Departments (except
for Business Promotion
Division)

Executive Vice
President andRepresentative Director
General of the
Akihiko Nakamura Director
Business Promotion
Division and in chargeof specially assigned
matters

●

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●

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●

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●

●

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●

●

Executive Vice
President andDirector
Takanori Mizuno Representative
In charge of the Chuo
Shinkansen Promotion
Division

Hiroshi Suzuki

Executive Vice
President andRepresentative Director
In charge of the
Shinkansen andConventional Lines
Operations Division
And in charge of theTransportation Safety
SectionKoei Tsuge

Counselor and Director

●

●

●

●

●

●

Haruo Kasama

Director

Taku Oshima

Director●●

Tsuyoshi Nagano Director●●

Hiroko Kiba

Director

Joseph Schmelzeis Director

●
●

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(Note) The above list does not represent all the expertise and experience of each respective Director.

19

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Proposal 3:
Election of one (1) Audit and Supervisory Board Member
In order to enhance the auditing system, we would like to increase the number of Audit andSupervisory Board Members by one (1). Accordingly, we hereby request that one (1) Audit andSupervisory Board Member be elected.
This proposal was approved by the Audit and Supervisory Board.
The candidate for Audit and Supervisory Board Member is as follow:
Name(Birth date)

Brief history, positions at the Company, and significant concurrent
positions
April 1985:

Shione Kinoshita(August 11, 1959)
Newly
appointed
Independent
OutsideRegistered as an attorney-at-law(current position)
April 2004:
Vice-President of Dai-ichi Tokyo Bar
Association
April 2010:
Visiting Professor of The University of Tokyo
Graduate Schools for Law and Politics
April 2013:
Vice President of Tokyo Institute of Technology(current position)
October 2014:
Director of Japan Labor Law Association(current position)
June 2018:
Director of Japan Securities Research Institute(current position)〔 Significant concurrent positions 〕
Attorney-at-law
Director of SEGA SAMMY HOLDINGS INC.
(Audit and Supervisory Committee Member)

Number ofshares of theCompany held0
sharesReasons for Nomination of an Outside Audit and Supervisory Board Member Candidate
Ms. Shione Kinoshita has held a number of executive positions, including Vice-President of Dai-ichi Tokyo Bar
Association and Vice President of Tokyo Institute of Technology, etc., and has a wide range of experience and deep
insights. The Company considers that her talents, insights and background as mentioned above are appropriate for
auditing the business execution of the Directors, and believes that she is qualified as an Audit and Supervisory Board
Member of the Company.

20

(Note) 1. Ms. Shione Kinoshita is a candidate for Outside Audit and Supervisory Board Member as set forth in Article
2, Paragraph 3, Item 8 of the Ordinance for Enforcement of the Companies Act.
2. Special notes on the candidate for Outside Audit and Supervisory Board Member are as follows:
Reasons for nominating candidate for Outside Audit and Supervisory Board Member, etc.
(1) Although Ms. Shione Kinoshita has not been directly involved in the management of companies, theCompany has determined that she will be able to properly perform her duties as Outside Audit andSupervisory Board Member, in light of the “Reasons for Nomination of an Outside Audit andSupervisory Board Member Candidate” mentioned above.
(2) As Ms. Shione Kinoshita satisfies the requirements for independent auditor as stipulated by the stock
exchanges on which the Company is listed, the Company will notify such stock exchanges that she
is an independent auditor who has no potential conflict of interest with general shareholders.
3. Outline of limited liability agreements
If the appointment of Ms. Shione Kinoshita as Audit and Supervisory Board Member is approved and passed,
the Company will enter into a liability limitation agreement with her pursuant to Article 427, Paragraph 1 of
the Companies Act and the Articles of Incorporation of the Company, limiting the amount of her liability as
stipulated in Article 423, Paragraph 1 of the Companies Act to the amount stipulated in laws and regulations.
4. Outline of the Directors and Officers Liability Insurance Agreement
The Company has entered into a directors and officers liability insurance agreement with an insurancecompany in accordance with the provisions of Article 430-3, Paragraph 1 of the Companies Act, and suchagreement covers legal damages and litigation expenses (except for those fall in exemptions under suchinsurance agreement) that are to be borne by the insured, including Audit and Supervisory Board Membersof the Company, under such insurance agreement. If the election of Ms. Shione Kinoshita as Audit andSupervisory Board Member is approved as proposed, she will be the insured under such insurance agreement.
Such insurance agreement is scheduled to be renewed at the time of the next renewal with the same terms andconditions.

-End-21