The following is an unofficial English translation of the Convocation Notice for the 35th 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)
June 1, 2022
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 35th Ordinary General Meeting of Shareholders
Dear Sirs/Madams:
Notice is hereby given that the 35th 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 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 Wednesday, June 22, 2022
(Japan Standard Time (JST)).
Particulars
1. Date and Time:Thursday, June 23, 2022 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 35th fiscal year (from
April 1, 2021 to March 31, 2022)
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:
Proposal 4:

Appropriation of retained earnings
Partial amendment to the Articles of Incorporation
Election of twelve (12) Directors
Revision of the amount of Outside Director’s remuneration

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

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

・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, 2022 (Thursday),
10:00 a.m. (JST)

Deadline for exercising voting rights
Your votes must reach the Company
no later than June 22, 2021
(Wednesday), 5:30 p.m. (JST)Electronically (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, 2021 (Wednesday), 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.

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))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 its operating environment and business results, 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
65 yen per share of the Company’s common stock
Total amount: 12,805,049,985 yen(3) Effective date of dividend of retained earnings
June 24, 2022

Proposal 2:
1.

Partial amendment to the Articles of Incorporation

Reason for Proposal(1)
With respect to Article 22 of the current Articles of Incorporation, in order to establish amanagement system that can respond to future changes in the managerial environment, clarify the
management responsibilities and further strengthen the corporate governance and others, the term ofoffice of directors shall be shortened from two (2) years to one (1) year and, along with this, the term
adjustment provision should be deleted.
(2)
Article 34, Article 35 and Article 36 shall be newly established in order to allow the Company tomake payment of dividends from surplus and/or others by a resolution of the Board of Directors as theterm of office of directors is shortened: accordingly, Article 10, Article 35 and Article 36 of the current
Articles of Incorporation, which overlap the newly established articles, shall be deleted.
The year-end dividends for the record date of March 31 of each year shall be implemented by a resolutionof the Board of Directors, in the case where it can be reasonably considered difficult to hold a general
meeting of shareholders due to contingencies, etc.
(3)
The 2019 amendment to the Companies Act allows companies to electronically provide reference
documents, etc. for general meetings of shareholders. In addition, in accordance with such amendment,
after the enforcement date of the amendment concerning Measures for Electronic Provision ofInformation, companies issuing book-entry transfer shares are obligated to stipulate in their articles ofincorporation that they will take measures for electronic provision of information that constitutes thecontent of reference documents, etc. for general meetings of shareholders.
Accordingly, as well as necessary amendments, provisions to determine the scope of items to be stated in
the documents to be delivered to shareholders who requested the physical delivery thereof andsupplementary provisions concerning the effective date shall be established.
(4)
In addition to the above, the numbers of clauses associated with each of the changes above,
including the number of clauses of the Companies Act cited in Article 31 of the current Articles ofIncorporation, will be revised.
2.

Details of the Amendments to the Articles of Incorporation
Details of the amendments are as follows:(Changes have been denoted by underlining.)
Before Amendment
Article 10. (Acquisition of Its Own Shares)
The Company may, by a resolution of the Board of

After Amendment(Deleted.)

Directors, acquire its own share through market
transactions, etc., pursuant to the provisions ofArticle 165, Paragraph (2) of the Companies Act.
Article 11. through Article 15.

Article 10. through Article 14.

(Description Omitted.)(Unchanged.)

Article 16. (Disclosure Through Internet and Deemed
Delivery of Reference Documents, etc. for
General Meetings of Shareholders)Upon convening a general meeting of shareholders,(Deleted.)

the Company may be deemed to have provided
shareholders with information relating to the mattersto be described or indicated in reference documents
for the general meeting of shareholders, business
reports, non-consolidated financial statements andconsolidated financial statements, on the condition
that such information is disclosed through theInternet in accordance with the Ministry of JusticeOrdinance.
(Newly established.)

Article 15. (Measures for Electronic Provision ofInformation, etc.)
1. Upon convening a general meeting of shareholders,the Company shall take measures for electronic
provision of information as set forth in Article 3252 of the Companies Act.
2. Among the items to be provided electronically, theCompany may choose not to include all or part ofthe items stipulated in the Ministry of JusticeOrdinance in the documents to be delivered toshareholders who requested the physical delivery
thereof by the record date for voting rights
pursuant to Article 325-5, Paragraph (1) of theCompanies Act.

Article 17. through Article 21.
(Description Omitted.)

Article 16. through Article 20.
(Unchanged.)Before Amendment
After Amendment
Article 22. (Term of Office of Directors)
Article 21. (Term of Office of Directors)
1. The term of office of a Director shall expire at the
The term of office of a Director shall expire at the
close

of

the

ordinary

generalmeeting

of

close

of

the

ordinary

generalmeetingofshareholders regarding the last business year ending

shareholders regarding the last business year ending

within two (2) years after his/her election.

within one (1) year after his/her election.

2. The term of office of a Director elected to fill a(Deleted.)

vacancy or increase the number of Directors shall
expire when the term of office of the other Directors
in office at the time of his/her election shall expire.
Article 23. through Article 27.
(Description Omitted.)

Article 22. through Article 26.
(Unchanged.)

Article 28. (Resolution for Election of Corporate Article 27. (Resolution for Election of Corporate
Auditors)
Auditors)
The provisions of Article 21, Paragraph (1) shall be
The provisions of Article 20, Paragraph (1) shall beapplied mutatis mutandis to the election of

applied mutatis mutandis to the election of

Corporate Auditors.

Corporate Auditors.

Article 29. through Article 30.
(Description Omitted.)

Article 28. through Article 29.
(Unchanged.)

Article 31. (Effect of Preliminary Election of a Article 30. (Effect of Preliminary Election of a
Substitute Corporate Auditor)
Substitute Corporate Auditor)
If a substitute Corporate Auditor is to be elected
If a substitute Corporate Auditor is to be electedpursuant to the provisions of Article 329, Paragraphpursuant to the provisions of Article 329, Paragraph(2) of the Companies Act, the resolution of such(3) of the Companies Act, the resolution of suchelection shall remain effective until the opening ofelection shall remain effective until the opening of

the ordinary general meeting of shareholders

the ordinary general meeting of shareholders

regarding the last business year ending within four

regarding the last business year ending within four(4) years after such resolution is adopted; provided,(4) years after such resolution is adopted; provided,

however, that such period may be shortened by ahowever, that such period may be shortened by aresolution of a general meeting of shareholders.

resolution of a general meeting of shareholders.

Article 32. through Article 34.
(Description Omitted.)(Newly established.)

Article 31. through Article 33.
(Unchanged.)
Article 34. (Organization to Determine Dividends
from Surplus, etc.)
The Company may, except as otherwise provided forby law, determine the matters specified in each of
the items of Article 459, Paragraph (1) of theCompanies Act, including dividends from surplus,
pursuant to a resolution of the Board of Directors.

Before Amendment
Article 35. (Dividends from Surplus)
1. The Company may, by a resolution of a general

After Amendment(Deleted.)

meeting of shareholders, pay dividends fromsurplus, designating March 31 every year as therecord date therefor.
2. If the property to be applied to dividends provided
for in the immediately preceding paragraph is cash
and remains unreceived after the expiry of a three(3) year period beginning on the day on which theCompany shall make the payment thereof, theCompany shall be relieved from the obligation of
payment thereof.
3. The cash provided for in the immediately preceding
paragraph shall not bear interest even within the
period provided for in the immediately preceding
paragraph.
Article 36. (Interim Dividends)
1. The Company may, pursuant to a resolution of theBoard of Directors,(Deleted.)pay interim dividends,

designating September 30 every year as the record
date therefor.
2. The provisions of the second and third paragraphsof the immediately preceding Article shall beapplied mutatis mutandis to interim dividends.
(Newly established.)

Article 35. (Record Date for the Dividends from
Surplus)1. The record date for the year-end dividends of theCompany shall be March 31 of each year.
2. The record date for the interim dividends of theCompany shall be September 30 of each year.
3. In addition to the preceding two paragraphs, theCompany may pay dividends from surplus on any
record date to be designated.

Before Amendment(Newly established.)

After Amendment
Article 36. (Time Limitation for Dividends)
1. If the dividend assets are cash and remain
unreceived after the expiry of a three (3) year period
beginning on the day on which the Company shallmake the payment thereof, the Company shall be
relieved from the obligation of payment thereof.
2. Any dividend cash provided for in the immediately
preceding paragraph shall not bear interest even
within the period provided for in the immediately
preceding paragraph.

Supplementary provisions(Newly established.)(Newly established.)

Article 1.
1. The deletion of Article 16 of the current Articles ofIncorporation and the new establishment of Article
15 of the amended Articles of Incorporation shallcome into effect on the date of enforcement
provided for in the proviso to Article 1 of the
supplementary provision of the Act for Partial
Amendment to the Companies Act (Act No. 70,2019) (“Enforcement Date”).
2. Notwithstanding

theimmediately

precedingparagraph, Article 16 of the current Articles ofIncorporation shall remain in force with respect to a
general meeting of shareholders to be held within
the period of six (6) months from the Enforcement
Date.
3. These supplementary provisions shall be deleted on
the date when six (6) months have elapsed from the
Enforcement Date, or on the date when three (3)months have elapsed from the date of the general
meeting of shareholders set forth in the immediately
preceding paragraph, whichever is later.

Proposal 3:
Election of twelve (12) Directors
The terms of all of fifteen (15) 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

Koei Tsuge

Chairman and Representative Director

2

Reappointment

Shin Kaneko

President and Representative Director

3

Reappointment

Shunsuke Niwa

Director and Corporate Executive Officer
Director General of the Corporate Planning Division

4

Newly
appointed

Akihiko Nakamura

Corporate Executive Officer
Director General of the Business Promotion Division5

Reappointment

Mamoru Uno

6

Reappointment

Mamoru Tanaka

7

Reappointment

Atsuhito Mori

8

Reappointment

Torkel Patterson

Director

Haruo Kasama

Director

Taku Oshima

Director

11

Newly
appointed
Independent
OutsideTsuyoshi Nagano

-

12

Newly
appointed
Independent
OutsideHiroko Kiba-

Executive Vice President and Representative Director
in charge of the Chuo Shinkansen Promotion Division
Executive Vice President and Representative Director in chargeof the Shinkansen and Conventional Lines Operations Divisionand in charge of Transportation Safety Section
Director and Senior Corporate Executive Officer
Director General of the General Technology Division and in
charge of controlling the Electrical Engineering Section

Reappointment
9

Independent
OutsideReappointment

10

Independent
Outside

11

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:

1
Koei Tsuge(August 6, 1953)
Reappointment

June 2006:
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

15,614
SharesReasons 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 the railway business, promoting the plan of
the Chuo Shinkansen, and reducing long-term debts, 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 Board of Directors from his position as 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.

12

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

3,902
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. Currently, 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.

13

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1989:
July 2010:3
Shunsuke Niwa
(June 22, 1965)
Reappointment

Joined the Company
General Manager of the Supervision
Department of the Shinkansen Operations
Division of the Company
July 2013:
General Manager in charge of the Investment
Planning Department of the Corporate
Planning Division of the Company
June 2014:
General Manager of the Personnel
Department of the Company
June 2016:
Corporate Officer, General Manager of the
Public Relations Department of the Company
June 2019:
Director and Corporate Officer, Director
General of the Corporate Planning Divisionof the Company
June 2020:
Director and Corporate Executive Officer,
Director General of the Corporate Planning
Division of the Company(current position)〔 Significant concurrent positions 〕
Director of JR Central Building Co., Ltd.
Director of JR Tokai Takashimaya Co., Ltd.

Number of sharesof the Company
held

1,211
SharesReasons 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.
Currently, as Director and the Corporate Executive Officer, and Director General of the Corporate Planning Division,
he is fulfilling his duties, such as supervising the initiatives to prepare the basic policy for management of theCompany 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 theCompany 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 1990:
July 2012:

4
Akihiko Nakamura(December 29,
1965)
Newly
appointed

Joined the Company
General Manager in charge of theTransportation and Marketing Department of
the Shinkansen Operations Division of theCompany
July 2013:
General Manager of the Supervision
Department of the Shinkansen Operations
Division of the Company
June 2016:
General Manager of the Personnel
Department of the Company
June 2018:
Corporate Officer, Deputy Director Generalof the Business Promotion Division of theCompany
June 2019:
President and Representative Director of JRCENTRAL PASSENGERS Co., Ltd.
June 2021:
Corporate Executive Officer, Director Generalof the Business Promotion Division of theCompany(current position)〔 Significant concurrent positions 〕
Director of JR CENTRAL BUILDING CO., Ltd.
Director of JR Tokai Real Estate Co., Ltd.
Director of JR Tokai Takashimaya Co., Ltd.
Director of JR Tokai Hotels Co., Ltd.

Number of sharesof the Company
held

1,181
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 Corporate Executive Officer and Director General of
the Business Promotion Division, he is fulfilling his duties, such as leading efforts to expand profitability, and toenhance competitiveness 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 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.

15

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)
Reappointment

June 2012:
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

3,249
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.
Currently, 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.

16

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1982:
April 1987:
July 2003:
July 2007:
June 2010:
June 2014:

6

June 2016:
Mamoru Tanaka(August 5, 1958)
Reappointment

June 2018:
June 2020:

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
General Manager in charge of the Technology
Planning Department of the General
Technology Division of the Company
General Manager of the Rolling Stock
Department of the Shinkansen Operations
Division of the Company
Corporate Officer, Director General of the
Kansai Branch Office of the Company
Corporate Officer, Deputy Director Generalof the General Technology Division andGeneral Manager of the Technology Planning
Department of the General Technology
Division of the Company
Director and Corporate Executive Officer,
Director General of the Shinkansen
Operations Division of the Company
Executive Vice President and Representative
Director in charge of the Shinkansen andConventional Lines Operations Division andin charge of Transportation Safety Section(current position)

Number of sharesof the Company
held

1,334
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, General Manager of the Technology Planning Department of the General Technology
Division and Director General of the Shinkansen Operations Division, etc., and has worked to strengthen the
management foundation of the Company Group. Currently, 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 ahigher level and supervising the initiative to further enhance the transportation services by the Tokaido Shinkansen
and the conventional line under his strong leadership, 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.

17

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:
June 2014:

7
Atsuhito Mori
(September 4,
1959)

June 2016:

Reappointment

June 2018:

June 2020:

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 the Technology
Planning Department of the General
Technology Division of the Company
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 of the Company
Director and Senior Corporate Executive
Officer, Director General of the General
Technology Division and in charge ofcontrolling the Electrical Engineering Sectionof the Company(current position)

Number of sharesof the Company
held

3,320
SharesReasons for Nomination of a Director Candidate
Mr. Atsuhito Mori has served as Director General of the Conventional Lines Operations Division, Deputy Director
General of the General Technology Division and General Manager of the Technology Planning Department of theGeneral Technology Division, etc., and has worked to strengthen the management foundation of the Company Group.
Currently, as Director and Senior Corporate Executive Officer, and Director General of the General Technology
Division, he is fulfilling 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 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.

18

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:

8
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.

19

No.

Name
(Birth date)

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

9

Haruo Kasama(January 2, 1948)
Reappointment
Independent
External

Public 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 Printing Co., Ltd.

Number ofshares of theCompany held

280
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 in the areaof law. 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.

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1980:
June 2007:
June 2011:
June 2014:
June 2020:

10

Taku Oshima(July 14, 1956)
Reappointment
Independent
External

April 2021:

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

Number ofshares of theCompany held140
shares〔 Significant concurrent positions 〕
Chairman and Representative Director of NGK INSULATORS,
LTD.
Director of TOHO GAS Co., Ltd.
Chairman of Aichi Employers’ Association

Reasons 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., and has a wide range of experience 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.

No.

Name
(Birth date)

Brief history, positions and responsibilities at the Company, andsignificant concurrent positions
April 1975:
June 2003:
October
2004:
June 2006:
June 2008:
June 2008:
June 2010:
June 2011:
June 2012:11
Tsuyoshi Nagano(November 9,
1952)
Newly
appointed
Independent
External

June 2012:
June 2013:
June 2013:
April 2016:
June 2019:

Joined Tokio Marine & Fire Insurance Co.,
Ltd.
Executive Officer of Tokio Marine & Fire
Insurance Co., Ltd
Executive Officer of Tokio Marine & Nichido
Fire Insurance Co., Ltd.
Managing Executive Officer of Tokio Marine& Nichido Fire Insurance Co., Ltd.
Managing Director of Tokio Marine &Nichido Fire Insurance Co., Ltd.
Director of Tokio Marine Holdings, Inc.
Senior Managing Director of Tokio Marine &Nichido Fire Insurance Co., Ltd.
Senior Managing Director of Tokio Marine
Holdings, Inc.
Executive Vice President of Tokio Marine &Nichido Fire Insurance Co., Ltd.
Executive Vice President of Tokio Marine
Holdings, Inc.
President of Tokio Marine & Nichido Fire
Insurance Co., Ltd.
President of Tokio Marine Holdings, Inc.
Chairman of the Board of Tokio Marine &Nichido Fire Insurance Co., Ltd.
Chairman of the Board of Tokio Marine
Holdings, Inc.
(current position)

Number ofshares of theCompany held0
shares〔 Significant concurrent positions 〕
Chairman of the Board of Tokio Marine Holdings, Inc.
Director of Seiko Holdings Corporation
Reasons for Nomination of an Outside Director Candidate and Summary of Expected Role
Mr. Nagano has held a number of executive positions, including President & Chief Executive Officer of Tokio
Marine Holdings, Inc., and has a wide range of experience and deep insights in company management. Therefore, theCompany 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 1987:
April 2001:
April 2006:
April 2007:
April 2008:

12
Hiroko Kiba
(November 1,
1964)
Newly
appointed
Independent
External

March 2009:
April 2013:

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)

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. Kiba worked as a freelance newscaster and university instructor and has held a number of posts in public
office, including a member of the Council for Transport Policy, and has a wide range of experience and extensive
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 the Company Group.

(Note) 1. Mr. Haruo Kasama, Mr. Taku Oshima, Mr. Tsuyoshi Nagano and Ms. Hiroko Kiba are candidates for
Outside Directors as set forth in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of theCompanies 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 and Ms. Hiroko Kiba has not been directly involved in the
management of companies, the Company 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 and Summary of Expected Role” mentioned above.
(ii) Notification has been filed with the stock exchanges on which the Company is listed that Mr.
Haruo Kasama and Mr. Taku Oshima as independent officers who have no potential conflict ofinterest with general shareholders.
(iii) As Mr. Tsuyoshi Nagano and Ms. Hiroko Kiba satisfy the requirements for independent officers
as stipulated by the stock exchanges on which the Company is listed, the Company will notify
such stock exchanges that they are independent officers who have no potential conflict ofinterest with general shareholders.
(iv) Mr. Taku Oshima currently serves as Chairman and Representative Director of NGKINSULATORS, 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 theprevious three fiscal years was less than 0.1% of the annual gross revenue of the Company and
NGK INSULATORS, LTD., respectively, and his independence as an Outside Director issufficiently secured.
(v) 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 0.1% of the annual gross revenue of the Company and Tokio Marine Group,
respectively, and his independence as an Outside Director is sufficiently secured.
(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
During the period when Mr. Taku Oshima, an Outside Director candidate, was in the position of
a Director of NGK INSULATORS, LTD., it was found in January 2018 that there were cases inwhich 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. Haruo Kasama and Mr. Taku Oshima as Outside Directors will be two (2)years as of the conclusion 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. Haruo Kasama and Mr. Taku
Oshima pursuant to Article 427, Paragraph 1 of the Companies Act and the Articles ofIncorporation 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.
(2) If the appointments of Mr. Tsuyoshi Nagano and Ms. Hiroko Kiba as Directors are approved andpassed, 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 the amount of their 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such agreement covers legal damages and litigation expenses (except for those fall in exemptions undersuch insurance agreement) that are to be borne by the insured, including Directors of the Company,
under such insurance agreement. If the election of candidates as directors is approved as proposed, such
Directors 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 and conditions.

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

Koei Tsuge
Shin Kaneko

Shunsuke Niwa

Chairman and
Representative Director
President andRepresentative Director
Executive Vice
President andRepresentative Director
In charge of
Administrative
Departments(except for Business
Promotion Division)

Executive Vice
President andRepresentative Director
General of the
Akihiko Nakamura Director
Business
Promotion Division
In charge of speciallyassigned matters

Mamoru Uno

Mamoru Tanaka

Atsuhito Mori

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Torkel Patterson

Director

Haruo Kasama

Director

Taku Oshima

Director●●

Tsuyoshi Nagano Director●●

Hiroko Kiba●

Executive Vice
President andRepresentative Director
In charge of the Chuo
Shinkansen
Promotion Division
Executive Vice
President andRepresentative Director
In charge of the
Shinkansen andConventional Lines
Operations Divisionand in charge ofTransportation Safety
SectionExecutive Vice
President andRepresentative Director
In charge of theGeneral Technology
Division and in chargeof the Overseas High
Speed Railway Project

Director

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●
●
●

●
●

●

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

●●

Proposal 4:
Revision of the amount of the Outside Directors’ remuneration
At the 25th Ordinary General Meeting of Shareholders (held on June 22, 2012), it was
resolved that the amount of the remuneration of the Outside Directors of the Company shallbe within 50 million yen per year, which is still effective. However, given that the Company
is further strengthening its corporate governance as well as various other circumstances, theCompany would like to revise the amount of the Outside Directors’ remuneration to theamount of no more than 100 million yen per year since the Company is proposing that the
number of the Outside Directors be increased by one person in Proposal 3.
For reference, the total amount of all Directors’ remuneration will remain the same as atpresent (no more than 1.2 billion yen per year).
In addition, there are currently fifteen (15) Directors (including three (3) Outside Directors)
but if Proposal 3 is approved as proposed, the Company will have twelve (12) Directors(including four (4) Outside Directors).
-End-