The following is an unofficial English translation of the Convocation Notice for the 33rd Ordinary General Meeting of
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)
June 1, 2020
To: Shareholders
Shin Kaneko
President and Representative Director
Central Japan Railway Company
1-4, Meieki 1-chome, Nakamura-ku, Nagoya, Aichi
Prefecture
Convocation Notice for the 33rd Ordinary General Meeting of Shareholders
Dear Sirs/Madams:
Notice is hereby given that the 33rd Ordinary General Meeting of Shareholders of Central Japan
Railway Company (the “Company”) will be held as set forth below. You are cordially invited to attend themeeting.
If you are unable to attend the meeting, you are allowed to exercise your voting rights inwriting or electronically (through the Internet, etc.). After examining the reference materials set
forth below, please exercise your voting rights no later than 5:30 p.m. on Monday, June 22, 2020
(Japan Standard Time (JST)).
Particulars
1.

Date and Time:

Tuesday, June 23, 2020 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.
2.

Report on the details of the business report, and the consolidated
and non-consolidated financial statements for the 33rd fiscal
year (from April 1, 2019 to March 31, 2020)
Report on the results of the audit of the consolidated financial
statements by the Accounting Auditors and the Audit andSupervisory Board

Matters to be Resolved:
Proposal 1:
Proposal 2:
Proposal 3:
4.
(1)
(2)

Appropriation of retained earnings
Election of sixteen (16) Directors
Election of one (1) Audit and Supervisory Board Member

Notes on the Procedures of the Meeting:If you exercise your voting rights more than once electronically (through the Internet, etc.), thenthe last exercise will be the one deemed valid.
If you exercise your voting rights both in writing and electronically (through the Internet, etc.),
then the exercise of those rights electronically (through the Internet, etc.) will be the one deemedvalid.
-End-

1

・In the event circumstances arise to require that amendments be made to items in the referencematerials for the ordinary general meeting of shareholders, the business report, the consolidated
financial statements, and the non-consolidated financial statements, such amendments will be madepublic on the Company’s website (https://jr-central.co.jp).
・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】

In person at the meeting

In writing (postal mail)Please submit the enclosed voting
form to the receptionist at theentrance of the meeting place.

Please indicate your approval ordisapproval for each proposal on thevoting form enclosed herewith, andsend it back to the Company so that
it will reach the Company no later
than the deadline for exercising
voting rights.

Date and time
June 23, 2020 (Tuesday),
10:00 a.m. (JST)

Deadline for exercising voting rights
Your votes must reach the Company
no later than June 22, 2020
(Monday), 5:30 p.m. (JST)2Electronically (through the Internet,
etc.)
Please enter your approval ordisapproval for each proposal inaccordance with the “Guide to
exercising voting rights electronically(through the Internet, etc.)” set forth on
this page and the following page nolater than the deadline for exercising
voting rights.
Deadline for exercising voting rights
Your votes must be entered no later
than June 22, 2020 (Monday), 5:30 p.m.
(JST)

【Guide to exercising voting rights electronically (through the Internet, etc.)】
1.

Exercising voting rights through the Internet(1) Method for exercising voting rights
You may exercise voting rights through the Internet by either (1) scanning the QR code (“Smart
Voting”) or (2) entering your voting code and the password that is indicated on the voting form. For
the details of the procedures thereof, please see the next page.
(2) Handling of passwords

(3)

2.

•

A password is a means of verifying the identity of a shareholder exercising his/her voting
rights. In order to prevent any illegal use of passwords, including illegally accessing the siteor manipulating the content of voting selections, a shareholder who uses the site is requested
to change his/her password that is indicated on the voting form to a new password that suchshareholder establishes at his/her discretion. Once the password is changed, please handle
such password with care until the conclusion of this ordinary general meeting of shareholders.

•

In order to prevent the unauthorized use of passwords, we will not be able to respond toinquiries about your password by telephone or by other means.

•

If you enter an incorrect password for more than a certain number of times, the password will
be locked and rendered unusable. If you would like to generate a new password, please follow
the instructions on the screen.

Other points to remember•

You will incur provider access fees, telecommunication carrier charges and any other feesthat may be required to use the voting website.

•

Please note that you cannot exercise your voting rights through the Internet by using a featurephone.

Electronic platform for institutional investors to exercise voting rights
As an additional method for exercising voting rights using electronic means at the general meetingof shareholders of the Company other than the method set forth in “1. Exercising voting rights
through the Internet” above, any master trust bank or other nominal shareholder (including standing
proxies) may use the electronic voting platform for institutional investors operated by a joint
venture (ICJ, Inc.) established by the Tokyo Stock Exchange, Inc. and others if a prior application
for the use of the platform was made within the prescribed period.

3

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))4

Reference Materials for the Ordinary General Meeting of Shareholders
Proposals and Referential Matters
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, the Company decided to appropriate its retained earnings as below.
Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning allocation of the dividend property to shareholders and the total amount thereof
75 yen per share of the Company’s common stock
Total amount: 14,775,056,325 yen(3) Effective date of dividend of retained earnings
June 24, 2020

5

Proposal 2: Election of sixteen (16) Directors
The terms of all of sixteen (16) Directors will expire as of the conclusion of this Ordinary General
Meeting of Shareholders. We hereby request that sixteen (16) Directors be elected.
The candidates for directors are as follows:
No.

Name

Positions and responsibilities at the Company

1

Reappointment

Koei Tsuge

Chairman and Representative Director

2

Reappointment

Shin Kaneko

President and Representative Director

3

Reappointment

Yoshiki Suyama

4

Reappointment

Shun-ichi Kosuge

5

Reappointment

Mamoru Uno

6

Reappointment

Mamoru Tanaka

7

Reappointment

Takanori Mizuno

8

Newly
appointed

Atsuhito Mori

9

Reappointment

Shunsuke Niwa

10

Reappointment

Hiroshi Suzuki

11
12
13

Newly
appointed
Newly
appointed
Reappointment

Executive Vice President and Representative Director:
in charge of the Administrative Departments
Executive Vice President and Representative Director:
in charge of the General Technology Division, and in charge of
the Overseas High Speed Railway Project
Executive Vice President and Representative Director:
in charge of the Chuo Shinkansen Promotion Division
Director and Corporate Executive Officer:
Director General of the Shinkansen Operations Division and in
charge of controlling the Rolling Stock Section
Director and Senior Corporate Executive Officer:
Director General of the Chuo Shinkansen Promotion Divisionand in charge of controlling the Construction Section
Corporate Executive Officer:
Deputy Director General of the General Technology Division,
General Manager of the Technology Planning Department of theGeneral Technology Division and in charge of controlling theElectrical Engineering Section
Director and Corporate Officer:
Director General of the Corporate Planning Division
Director and Corporate Officer:
Director General of the Conventional Lines Operations Division

Takayuki Oyama

Corporate Officer:
Director General of the Shizuoka Branch OfficeHajime Kobayashi

Corporate Officer:
Deputy Director General of the Business Promotion Division

Torkel Patterson

Director

Takashi Saeki

Director

Haruo Kasama―

Taku Oshima―

Reappointment

14

Independent
OutsideNewly

15

appointed
Independent
OutsideNewly

16

appointed
Independent
Outside

6

No.

Name
(Birth date)

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

April 1987:
June 1996:
June 2000:
June 2002:
June 2006:

1
Koei Tsuge(August 6, 1953)
Reappointment

June 2008:
April 2014:
April 2018:

Joined Japanese National Railways (“JNR”)
Manager of the Personnel Section of the
Administration Department of the Niigata
Railway Operating Division of JNR
Joined the Company
Deputy General Manager of the
Administration Department of the Company
General Manager of the Administration
Department of the Company
Director, General Manager of the Personnel
Department of the Company
Executive Director, General Manager of theSecretarial Department of the Company
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

14,243
Shares〔 Significant concurrent positions 〕
Chairman of Aichi Public Safety Commission
Reasons for Nomination of a Director Candidate
Since assuming the office as Director of the Company in 2002, Mr. Koei Tsuge has demonstrated his outstanding
management skills, by serving as General Manager of the Personnel Department and General Manager of theSecretarial Department, etc., and, since 2014, as President and Representative Director, he has strengthened thebusiness foundation of the Company through maintaining and developing railway business, promoting the Plan of the
Chuo Shinkansen, and reducing long-term debts, with top priority given to securing safe and stable transportation. At
present, as Chairman and Representative Director, he is fulfilling his duties, such as striving for the appropriate
management of the Board of 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 soundmanagement and achieving further development of the Company Group, and believes that he is qualified as a Directorof the Company.

7

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:
2

June 2006:
Shin Kaneko(August 29, 1955)

June 2008:

Reappointment

June 2010:

June 2012:
April 2018:

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(current position)

Number of sharesof the Company
held

3,620
SharesReasons for Nomination of a Director Candidate
Since assuming the office as Director of the Company in 2004, 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 2012, as Executive Vice
President and Representative Director, Mr. Shin Kaneko has assisted the President and Representative Director, andhas worked to promote key management issues, including the Plan of the Chuo Shinkansen. At present, as President
and Representative Director, he is showing his strong leadership and fulfilling his duties toward realizing themanagement philosophy of “Contribute to the development of Japan's main transportation artery and social
infrastructure” at a higher level 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, 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 1980:
February
1986:
April 1987:
June 2002:

July 2006:

June 2008:
June 2010:
June 2012:3
Yoshiki Suyama(May 4, 1957)

June 2014:

Reappointment
June 2016:

June 2018:

June 2019:

Joined Japanese National Railways (“JNR”)
Manager of the Budget Section of the
Accounting Department of the Niigata
Railway Operating Division of JNR
Joined the Company
General Manager of the Supervision
Department of the Shinkansen Operations
Division of the Company
General Manager of the Investment Planning
Department of the Corporate Planning
Division of the Company
Director, General Manager of the Personnel
Department of the Company
Director, General Manager of the
Administration Department of the Company
Corporate Executive Officer, General
Manager of the Administration Department of
the Company
Director and Corporate Executive Officer,
Director General of the Shinkansen
Operations Division of the Company
Director and Senior Corporate Executive
Officer, Director General of the Corporate
Planning Division of the Company
Executive Vice President and Representative
Director, Director General of the Corporate
Planning Division of the Company
Executive Vice President and Representative
Director, in charge of the Administrative
Departments of the Company(current position)

Number of sharesof the Company
held

3,146
SharesReasons for Nomination of a Director Candidate
Mr. Yoshiki Suyama served as Director General of the Shinkansen Operations Division and Director General of
the Corporate Planning Division, etc., and has worked to strengthen the management foundation of the Company
Group. At present, as Executive Vice President and Representative Director, he is fulfilling his duties, such as
assisting the President and Representative Director toward realizing the management philosophy of “Contribute to
the development of Japan's main transportation artery and social infrastructure” at a higher level and supervising theadministration divisions under his strong leadership. The Company considers that his talents, insights and backgroundas 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.

9

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1977:
February
1987:
April 1987:
June 1999:

July 2000:

July 2004:

July 2006:
June 2008:

June 2010:
4

July 2011:
Shun-ichi Kosuge(May 20, 1954)
Reappointment
June 2012:

June 2016:

June 2018:

Joined Japanese National Railways (“JNR”)
Manager of Shizuoka Regional Office of
Shizuoka Tracks Maintenance Depot of the
Shinkansen Administration of JNR
Joined the Company
General Manager of the Tokyo Planning
Department of the Corporate Planning
Division of the Company
General Manager of the Tracks and Structures
Department of the Shinkansen Operations
Division of the Company
General Manager of the Management
Supervision Department of the Corporate
Planning Division and General Manager of
the Investment Planning Department of the
Corporate Planning Division of the Company
Deputy Director General of the Corporate
Planning Division of the Company
Corporate Officer, General Manager of theTechnology Planning Department of theGeneral Technology Division of the Company
Corporate Officer, Deputy Director Generalof the General Technology Division of theCompany
Corporate Officer, Deputy Director Generalof the General Technology Division and Headof Consulting and Coordination Office –Overseas High Speed Railway Project of theTechnology Planning Department of theGeneral Technology Division of the Company
Corporate Executive Officer, Deputy Director
General of the General Technology Division,
General Manager of the Technology Planning
Department of the General Technology
Division, and Head of Consulting and
Coordination Office – Overseas High Speed
Railway Project of the Technology Planning
Department of the General Technology
Division of the Company
Director and Senior Corporate Executive
Officer, Director General of the General
Technology Division of the Company
Executive Vice President and Representative
Director, in charge of the General Technology
Division, and in charge of the Overseas High
Speed Railway Project of the Company(current position)

Number of sharesof the Company
held

3,545
SharesReasons for Nomination of a Director Candidate
Mr. Shun-ichi Kosuge served as Deputy Director General of the General Technology Division, General Managerof the Technology Planning Department of the General Technology Division, and Head of the Consulting and
Coordination Office - Overseas High Speed Railway Project of the Technology Planning Department of the General
Technology Division, and Director General of the General Technology Division, etc., and has worked to strengthen
the management foundation of the Company Group. At present, as Executive Vice President and Representative
Director, he is fulfilling his duties, such as assisting the President and Representative Director toward realizing themanagement philosophy of “Contribute to the development of Japan's main transportation artery and social
infrastructure” at a higher level and supervising the works on the development of the overseas high speed railways
under his strong leadership. 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, andbelieves 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 1978:
March 1985:
April 1987:
September
2000:
July 2004:

June 2008:

June 2010:

July 2011:
5
Mamoru Uno(June 19, 1954)

June 2012:

Reappointment
June 2015:

June 2016:

June 2018:

Joined Japanese National Railways (“JNR”)
Assistant Chief in the Investigation Divisionof Gifu Works Administration of JNR
Joined the Company
General Manager of the Public Relations
Department of the Company
General Manager of the Tracks and Structures
Department of the Shinkansen Operations
Division of the Company
Corporate Officer, Deputy Director Generalof the Tokaido Shinkansen 21st Century
Division of the Company
Director, Director General of the Tokaido
Shinkansen 21st Century Division of theCompany
Director, Director General of the Chuo
Shinkansen Promotion Division of theCompany
Corporate Executive Officer, Director
General of the Chuo Shinkansen Promotion
Division of the Company
Director and Corporate Executive Officer,
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
Executive Vice President and Representative
Director, in charge of the Chuo Shinkansen
Promotion Division of the Company(current position)

Number of sharesof the Company
held

3,065
SharesReasons for Nomination of a Director Candidate
Mr. Mamoru Uno served as General Manager of the Public Relations Department, General Manager of the Tracks
and Structures Department of the Shinkansen Operations Division, and Director General of the Chuo Shinkansen
Promotion Division, etc., and has worked to strengthen the management foundation of the Company Group. At
present, as Executive Vice President and Representative Director, he is fulfilling his duties, such as assisting thePresident and Representative Director toward realizing the management philosophy of “Contribute to thedevelopment of Japan's main transportation artery and social infrastructure” at a higher level and supervising theinitiative to promote the Plan of the Chuo Shinkansen under his strong leadership. 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.

11

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1982:
April 1987:
July 2003:

6
Mamoru Tanaka(August 5, 1958)
Reappointment

Joined Japanese National Railways (“JNR”)
Joined the Company
General Manager in charge of the Rolling
Stock Department of the Shinkansen
Operations Division of the Company
July 2007:
General Manager in charge of the Technology
Planning Department of the General
Technology Division of the Company
General Manager of the Rolling Stock
June 2010:
Department of the Shinkansen Operations
Division of the Company
June 2014:
Corporate Officer, Director General of the
Kansai Branch Office of the Company
June 2016:
Corporate Officer, Deputy Director Generalof the General Technology Division andGeneral Manager of the Technology Planning
Department of the General Technology
Division of the Company
June 2018:
Director and Corporate Executive Officer,
Director General of the Shinkansen
Operations Division and in charge ofcontrolling the Rolling Stock Section of theCompany(current position)〔 Significant concurrent positions 〕
Audit and Supervisory Board Member of NIPPON SHARYO,
LTD.

Number of sharesof the Company
held

1,147
SharesReasons for Nomination of a Director Candidate
Mr. Mamoru Tanaka served as Director General of the Kansai Branch Office, Deputy Director General of theGeneral Technology Division, and General Manager of the Technology Planning Department of the General
Technology Division, etc., and has worked to strengthen the management foundation of the Company Group. At
present, as Director and Corporate Executive Officer, and Director General of the Shinkansen Operations Division,
he is fulfilling his duties, such as supervising the initiative to enhance the transportation services by the Tokaido
Shinkansen, with top priority given to securing safe and stable transportation. 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 1981:
April 1987:
July 2007:
June 2008:

July 2010:

July 2011:
7
Takanori Mizuno(February 26,
1958)
Reappointment

June 2013:

June 2016:

June 2018:

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 and in
charge of controlling the Construction
Section of the Company(current position)

Number of sharesof the Company
held

2,736
SharesReasons for Nomination of a Director Candidate
Mr. Takanori Mizuno served as General Manager of the Planning and Promotion Department of the Tokaido
Shinkansen 21st Century Division, Deputy Director General of the Chuo Shinkansen Promotion Division, etc., andhas worked to strengthen the management foundation of the Company Group. At present, as Director and the SeniorCorporate Executive Officer, and Director General of the Chuo Shinkansen Promotion Division, he is fulfilling his
duties, such as supervising the initiative to promote the Plan of the Chuo Shinkansen. The Company considers that
his talents, insights as mentioned above and background 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.

13

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1982:
April 1987:
July 2002:

July 2004:

July 2006:

June 2010:
8
Atsuhito Mori
(September 4,
1959)
Newly
appointed

June 2014:

June 2016:

June 2018:

Joined Japanese National Railways (“JNR”)
Joined the Company
General Manager in charge of the ElectricalEngineering Department of the Shinkansen
Operations Division of the Company
General Manager of the Engineering
Department of the Kansai Branch Office of
the Company
General Manager in charge of theTechnology Planning Department of theGeneral Technology Division of theCompany
General Manager of the ElectricalEngineering Department of the Shinkansen
Operations Division of the Company
Corporate Officer, General Manager of theTransportation Safety Department of theCompany
Director and Corporate Officer, Director
General of the Conventional Lines
Operations Division of the Company
Corporate Executive Officer, Deputy Director
General of the General Technology Division,
General Manager of the Technology Planning
Department of the General Technology
Division and in charge of controlling theElectrical Engineering Section of theCompany(current position)

Number of sharesof the Company
held

2,737
SharesReasons for Nomination of a Director Candidate
Mr. Atsuhito Mori has served as General Manager of the Transportation Safety Department, and Director Generalof the Conventional Lines Operations Division, etc., and has worked to strengthen the management foundation of theCompany Group. At present, as Corporate Executive Officer and Deputy Director General of the General Technology
Division and General Manager of the Technology Planning Department of the General Technology Division, he isfulfilling his duties, such as leading the initiative on technology 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 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.

14

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:

9
Shunsuke Niwa
(June 22, 1965)

June 2019:

Reappointment

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 Divisionof the Company(current position)

Number of sharesof the Company
held

938
Shares〔 Significant concurrent positions 〕
Director of JR Central Building Co., Ltd.
Director of JR Tokai Takashimaya Co., Ltd.
Reasons for Nomination of a Director Candidate
Mr. Shunsuke Niwa served as General Manager of the Personnel Department and General Manager of the Public
Relations Department, etc., and has worked to strengthen the management foundation of the Company Group. At
present, as Director and the Corporate Officer, and Director General of the Corporate Planning Division, he isfulfilling his duties, such as supervising the initiatives to prepare the basic policy for management of the Company
and to promote management issues. 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.

No.

Name
(Birth date)

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

June 2012:
10
Hiroshi Suzuki(February 24,
1961)
Reappointment

June 2016:
June 2018:

Joined Japanese National Railways (“JNR”)
Joined the Company
General Manager in charge of theTechnology Planning Department of theGeneral Technology Division of theCompany
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(current position)

Number of sharesof the Company
held

1,646
SharesReasons for Nomination of a Director Candidate
Mr. Hiroshi Suzuki served as General Manager of the Engineering Department of the Conventional Lines
Operations Division and Director General of the Shizuoka Branch Office, etc., and has worked to strengthen the
management foundation of the Company Group. At present, as Director and Corporate Officer, and Director Generalof the Conventional Lines Operations Division, he is fulfilling his duties, such as supervising the initiatives to enhance
the transportation services by the conventional lines, with top priority given to securing safe and stable transportation.
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.
15

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1988:
July 2008:

July 2012:

July 2014:11
Takayuki Oyama(September 21,
1964)
Newly
appointed

June 2016:
June 2018:

Joined the Company
General Manager in charge of theTechnology Research and Development
Department of the General Technology
Division of the Company
Deputy General Manager of theTransportation Safety Department of theCompany
General Manager of the Rolling Stock
Department of the Conventional Lines
Operations Division of the Company
Corporate Officer, Director General of the
Kansai Branch Office of the Company
Corporate Officer, Director General of the
Shizuoka Branch Office of the Company(current position)

Number of sharesof the Company
held

1,103
SharesReasons for Nomination of a Director Candidate
Mr. Takayuki Oyama served as General Manager of the Rolling Stock Department of the Conventional Lines
Operations Division and Director General of the Kansai Branch Office, etc., and has worked to strengthen the
management foundation of the Company Group. At present, as Corporate Officer and Director General of the
Shizuoka Branch Office, he is fulfilling his duties, such as supervising the initiatives to enhance the transportation
services by the conventional lines within Shizuoka prefecture, with top priority given to securing safe and stabletransportation. 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 heis qualified as a Director of the Company.

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1989:
June 2008:12
Hajime Kobayashi(April 11, 1964)
Newly
appointed

Joined the Company
General Manager of the Supervision
Department of the Kansai Branch Office of
the Company
July 2011:
Director of Tokai Kiosk Company
June 2014:
President and Representative Director of JR
Development and Management Corporationof Shizuoka
June 2018:
Corporate Officer, Deputy Director Generalof the Business Promotion Division of theCompany(current position)〔 Significant concurrent positions 〕
Director of JR Tokai Takashimaya Co., Ltd.

Number of sharesof the Company
held

979
SharesReasons for Nomination of a Director Candidate
Mr. Hajime Kobayashi served as Director of Tokai Kiosk Company and President and Representative Director of
JR Development and Management Corporation of Shizuoka, etc., and has worked to strengthen the managementfoundation of the Company Group. At present, as Corporate Officer and Deputy Director General of the Business
Promotion Division, he is fulfilling his duties, such as leading efforts to expand profitability, and to enhancecompetitiveness and sales capabilities, through the integrated management of JR Central Towers and JR Gate Tower
and the renewal of commercial facilities in stations. The Company considers that his talents, insights and backgroundas 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.

16

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
August 1988:

April 1991:
November
1994:
April 1998:
February
2001:
October
2002:
April 2004:

13
Torkel Patterson(August 29, 1954)
Reappointment

April 2005:
October2009:
March 2010:
January 2013:
May 2015:
June 2015:

Senior Director for Japan, Office of theSecretary of Defense, United States
Department of Defense
Director for Japan and Korea, National
Security Council, The White HouseManaging Director, Group Pacific Inc.,
Senior Associate Pacific Forum, CSIS
President of Raytheon Japan, Raytheon Co.
Special Assistant to the U.S. President for
Asia
Senior Advisor to the U.S. Ambassador toJapan
Deputy Assistant Secretary of State for South
Asia
President of Raytheon International, and Vice
President of Raytheon Company
President of U.S.-Japan MAGLEV

Number ofshares of theCompany held

0
SharesPresident of The Northeast MAGLEV
Part-time employee of the Company
Director of The Northeast MAGLEV
Director of the Company(current position)

Reasons for Nomination of a Director Candidate
Mr. Torkel Patterson held a number of executive positions in the U.S. government, including Special Assistant to
the U.S. President, and has an abundant personal connections, a wide range of experiences and deep insights
internationally. The Company considers that his talents, insights and experiences as mentioned above are appropriate
for maintaining sound management and achieving further development of the Company Group, and believes that heis qualified as a Director of the Company.

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1974:
June 2004:
June 2008:
June 2012:
June 2012:14

Takashi Saeki(June 14, 1951)
Reappointment
Independent
External

June 2016:
June 2018:

Joined TOHO GAS Co., Ltd.
Director of TOHO GAS Co., Ltd.
President and Representative Director of
TOHO GAS Co., Ltd.
Director of the Company(current position)
Chairman and Representative Director of
TOHO GAS Co., Ltd.
Adviser and Member of the Board of TOHOGAS Co., Ltd.
Adviser of TOHO GAS Co., Ltd.
(current position)

Number of sharesof the Company
held

1,186 Shares〔 Significant concurrent positions 〕
Advisor of TOHO GAS Co., Ltd.
Corporate Auditor of Ogaki Kyoritsu Bank, Ltd.

Reasons for Nomination of an Outside Director Candidate
Mr. Takashi Saeki held a number of executive positions, including President and Representative Director of TOHOGAS Co., Ltd., and has a wide range of experience and deep insights in company management. The Company
considers that his talents, insights and experiences as mentioned above are appropriate for supervising and advising
as an Outside Director for the purpose of maintaining sound management and achieving further development of theCompany Group, and believes that he is qualified as an Outside Director of the Company.

17

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1974:
October
2002:
June 2005:
June 2006:

15

Haruo Kasama(January 2, 1948)
Newly
appointed
Independent
External

October
2007:
January2009:
June 2010:
December
2010:
October2012:

Public Prosecutor, Tokyo District Public
Prosecutor’s Office
Deputy Chief Prosecutor, Tokyo District
Public Prosecutors Office
Deputy Chief Prosecutor, Tokyo High Public
Prosecutors OfficeDirector General of the Criminal Affairs
Department, Supreme Public Prosecutors
OfficeDeputy Prosecutor-General, Supreme Public
Prosecutors Office
Superintending Prosecutor, Hiroshima High
Public Prosecutors Office
Superintending Prosecutor, Tokyo High
Public Prosecutors Office
Prosecutor-General

Number ofshares of theCompany held0
sharesRegistered as an attorney-at-law(current position)〔 Significant concurrent positions 〕
Attorney-at-law
Corporate Auditor of Sumitomo Corporation
Corporate Auditor of Toppan Printing Co., Ltd.
Reasons for Nomination of an Outside Director Candidate
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 in the areaof law. The Company considers that his talents, insights and experiences as mentioned above are appropriate forsupervising and advising as an Outside Director for the purpose of maintaining sound management and achieving
further development of the Company Group, and believes that he is qualified as an Outside Director of the Company.

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1980:
June 2007:
June 2011:
June 2014:16

Taku Oshima(July 14, 1956)
Newly
appointed
Independent
External

Joined NGK INSULATORS, LTD.
Corporate Officer of NGK INSULATORS,LTD.
Corporate Executive Officer of NGKINSULATORS, LTD.
President and Representative Director of NGKINSULATORS, LTD.
(current position)

Number ofshares of theCompany held0
shares〔 Significant concurrent positions 〕
President and Representative Director of NGK INSULATORS,LTD.

Reasons for Nomination of an Outside Director Candidate
Mr. Taku Oshima has held a number of executive positions, including President and Representative Director of
NGK INSULATORS, LTD., and has a wide range of experience and deep insights in company management. The
Company considers that his talents, insights and experiences as mentioned above are appropriate for supervising andadvising as an Outside Director for the purpose of maintaining sound management and achieving further developmentof the Company Group, and believes that he is qualified as an Outside Director of the Company.

(Note) 1. Mr. Takashi Saeki, Mr. Haruo Kasama, and Mr. Taku Oshima 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. 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 has not been directly involved in the management of companies, theCompany has determined that he will be able to properly perform his duties as an Outside Director,
in light of the “Reasons for Nomination of an Outside Director Candidate” mentioned above.
(ii) Notification has been filed with the stock exchanges on which the Company is listed that Mr.
Takashi Saeki as an independent officer who has no potential conflict of interest with generalshareholders.
(iii) If the appointments of Mr. Haruo Kasama and Mr. Taku Oshima as Directors are approved andpassed, the Company will notify the stock exchanges on which the Company is listed of them as
being independent officers who have no potential conflict of interest with general shareholders.
(2) The facts regarding inappropriate business conduct that occurred while candidates for Outside Directors
occupied a director and other positions at other companies in the past five years(i) During the period in which Mr. Haruo Kasama, an Outside Director candidate, was in the positionof an Outside Director of Japan Post Holdings Co., Ltd., Japan Post Insurance Co., Ltd., a subsidiaryof the said company, and Japan Post Holdings Co., Ltd. conducted inappropriate solicitation of
insurance products. As a result, Japan Post Holdings Co., Ltd. received a business improvement
order from the Minister of Internal Affairs and Communications and the Financial Services Agency
in December 2019. He had not been aware of this incident in advance, and although he had alreadyresigned as an Outside Director of the said company when such inappropriate insurance offering
was discovered, he regularly made comments from the viewpoint of legal compliance at meetingsof the Board of Directors of the said company.
(ii) During the period when Mr. Taku Oshima, an Outside Director candidate, was in the position of a
Director of NGK INSULATORS, LTD., the said company entered into a plea agreement in
September 2015 with the U.S. Department of Justice agreeing, among others, to pay fines, based on
charges that it violated U.S. antitrust law in connection with certain transactions for ceramic
substrates for automobile catalytic converters. Also, in January 2018, it was found that there werecases in which the delivery tests in accordance with the agreements were not properly conducted
for products such as “Gaishi.”(3) Term of OfficeTerm of office for Mr. Takashi Saeki as an Outside Director will be eight (8) years as of theconclusion of this Ordinary General Meeting of Shareholders.
3. Outline of the Liability Limitation Agreement(1) The Company has entered into a limited liability agreement with Mr. Takashi Saeki pursuant to Article
427, Paragraph 1 of the Companies Act and the Articles of Incorporation of the Company, limiting theamount of his liability as stipulated in Article 423, Paragraph 1 of the Companies Act to the amountstipulated in laws and regulations. In addition, if the proposal for his appointment is approved andpassed, the Company will continue such agreement with him.
(2) If the appointments of Mr. Haruo Kasama and Mr. Taku Oshima as Directors are approved and passed,
the Company will enter into a limited liability agreement with both of them pursuant to Article 427,
Paragraph 1 of the Companies Act and the Articles of Incorporation of the Company, limiting theamount of their liability as stipulated in Article 423, Paragraph 1 of the Companies Act to the amountstipulated in laws and regulations.

Proposal 3: Election of one (1) Audit and Supervisory Board Member
Audit and Supervisory Board Member Mr. Hidenori Fujii will resign at the conclusion ofthis General Meeting of Shareholders. Accordingly, we hereby request that one (1) Audit
and Supervisory Board Member be elected to fill the vacancy.
This proposal was approved by the Audit and Supervisory Board.
The candidate for Audit and Supervisory Board Member is as follows:
Name(Birth date)

Brief history, positions at the Company, andsignificant concurrent positions
April 1989:
July 2006:
July 2008:
June 2010:
June 2014:

Tatsuhiko Yamada(July 12, 1964)
Newly
appointed

June 2016:

Joined the Company
Manager of the Funds Management Section of
the Finance Department of the Company
Manager of the Accounting Section of the
Finance Department of the Company
Deputy General Manager of the Financial
Department of the Company
General Manager of the Financial Department of
the Company
Corporate Officer, General Manager of the
Finance Department(current position)

Number ofshares of theCompany held960
SharesReasons for Nomination of an Audit and Supervisory Board Member Candidate
Mr. Tatsuhiko Yamada has served as Manager of the Funds Management Section of the Finance Department
and Manager of the Accounting Section of the Finance Department, etc., and has worked to strengthen the
management foundation of the Company Group. At present, as Corporate Officer and General Manager of the
Finance Department, he is supervising the Company’s finance divisions and improving the financial strengthof the Company Group as a whole, and he is well versed in finance and accounting. The Company considers
that his talents, insights and background as mentioned above are appropriate for auditing the business executionof the Directors, and believes that he is qualified as an Audit and Supervisory Board Member of the Company.
(Note)The term of office of the Audit and Supervisory Board Member elected at this General Meeting of Shareholders
will expire at the same time as the former Audit and Supervisory Board Member, pursuant to the Company’s
Articles of Incorporation.

-End-