The following is an unofficial English translation of the Convocation Notice for the 32nd Ordinary
General Meeting of Shareholders of Central Japan Railway Company. The Company provides thistranslation for your reference and convenience only and without any warranty as to its accuracy orotherwise.

[TRANSLATION](Securities Identification Code: 9022)
June 3, 2019
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 32nd Ordinary General Meeting of Shareholders
Dear Sirs/Madams:
Notice is hereby given that the 32nd Ordinary General Meeting of Shareholders ofCentral Japan Railway Company (the “Company”) will be held as set forth below. You
are cordially invited to attend the meeting.
If you are unable to attend the meeting, you are allowed to exercise your voting
rights in writing or electronically (through the Internet, etc.). After examining thereference materials set forth below, please exercise your voting rights no later than
5:30 p.m. on Thursday, June 20, 2019 (Japan Standard Time (JST)).
Particulars
1.

Date and Time:

Friday, June 21, 2019 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, andthe consolidated and non-consolidated financial
statements for the 32nd fiscal year (from April
1, 2018 to March 31, 2019)2.

Report on the results of the audit of theconsolidated financial statements by theAccounting Auditors and the Audit andSupervisory Board

Matters to be Resolved:
Proposal 1:

Appropriation of retained earningsProposal 2:

Election of one (1) Director

Proposal 3:

Election of five (5) Audit and Supervisory BoardMembers
- 1 -

4.
(1)
(2)

Notes on the Procedures of the Meeting:If you exercise your voting rights more than once electronically (through theInternet, etc.), then the last exercise will be the one deemed valid.
If you exercise your voting rights both in writing and electronically (through theInternet, etc.), then the 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 thereference materials for the ordinary general meeting of shareholders, the business
report, the consolidated financial statements, and the non-consolidated financial
statements, such amendments will be made public on the Company’s website(http://jr-central.co.jp).
・Please bring this convocation notice to the meeting with you as it will be used as amaterial for the proceedings.

【Information Regarding Exercise of Voting Rights】[Exercise of voting rights in person at the meeting]
Please submit the enclosed voting form to the receptionist at the entrance of themeeting place.
[Exercise of voting rights in writing]
Please indicate your approval or disapproval for each proposal on the voting form
enclosed herewith, and send it back to the Company so that it will reach theCompany no later than 5:30 p.m. on Thursday, June 20, 2019 (JST).
[Exercise of voting rights electronically (through the Internet, etc.)]
Please access the website designated by the Company for the exercise of voting
rights (https://www.web54.net), and indicate your approval or disapproval for each
proposal according to the instructions on the screen, using the “voting rights exercisecode” and the “password” indicated on the enclosed voting form, no later than 5:30
p.m. on Thursday, June 20, 2019 (JST).
When you exercise voting rights electronically (through the Internet, etc.), please
read, “A Guide to the Exercise of Voting Rights Electronically (through theInternet, etc.)” on page 55 of the original Japanese document.

- 2 -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, the Company promotes its efforts to ensure and strengthen a long-termand stable management foundation, while securing internal reserve in order tosteadily proceed with various projects such as the Chuo Shinkansen Project. With
respect to distribution, the Company’s policy is to have stable dividends.
Based on such principle, the Company decided to appropriate its retained earnings
as below.
With respect to year-end dividends, the Company took into consideration the factthat the transportation volume for both business and tourism purposes maintained
their high levels. As a result, in accordance with the policy above, the Company
revised the year-end dividends for the year ended March 31, 2019 to 75 yen pershare, which is 5 yen more than the year-end dividends for the year ended March31, 2018.
(1) Matters concerning year-end dividends(i) Type of dividend property
Cash(ii) Matters concerning allocation of the dividend property to shareholders and thetotal amount thereof
75 yen per share of the Company’s common stock
Total amount: 14,775,057,075 yen(iii) Effective date of dividend of retained earnings
June 24, 2019(2) Other matters concerning the appropriation of retained earnings(i) Line item relating to retained earnings showing an increase and the amount thereof
General reserve:
380,000,000,000 yen(ii) Line item relating to retained earnings showing a decrease and the amount thereof
Retained earnings carried forward: 380,000,000,000 yen- 3 -Proposal 2: Election of one (1) Director
In order to strengthen the Company’s management system, we hereby requestthat one (1) Director be elected. The candidate for director is as follows:(An asterisk (*) mark indicates a new candidate.)No.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1989:
July 2001:

July 2003:

July 2005:
July 2006:
1

Shunsuke Niwa*(June 22, 1965)

July 2008:
July 2010:

July 2013:

June 2014:
June 2016:(Note)

Joined Central Japan Railway Company(“CJR”)
Manager of the Tokyo Public Relations
Section of the Public Relations
Department of CJRManager of the Personnel Section ofthe Supervision Department of theShizuoka Branch Office of CJRManager in charge of the Labor Sectionof the Personnel Department of CJRManager of the Labor Section of thePersonnel Department of CJRManager of the Personnel Section ofthe Personnel Department of CJRGeneral Manager of the Supervision
Department of the Shinkansen
Operations Division of CJRGeneral Manager in charge of theInvestment Planning Department of theCorporate Planning Division of CJRGeneral Manager of the Personnel
Department of CJRCorporate Officer, General Manager ofthe Public Relations Department ofCJR (current position)

Numberof sharesof theCompany
held820
shares

The term of office of the director elected at this General Meeting of Shareholders will expire
at the same time as other existing directors, pursuant to the Company’s Articles ofIncorporation.

- 4 -Proposal 3:
Election of five (5) Audit and Supervisory Board Members
The terms of office of all of the five (5) Audit and Supervisory Board Members
will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, we hereby request that five (5) Audit and Supervisory Board
Members be elected.
This proposal was approved by the Audit and Supervisory Board.
The candidates for Audit and Supervisory Board Members are as follows:No.

Name(Birth date)

1Hidenori Fujii(May 26, 1954)(An asterisk (*) mark indicates a new candidate.)
NumberBrief history, positions and responsibilitiesof sharesat the Company, andof thesignificant concurrent positions
Company
heldApril 1979:
Joined JNR
April 1985:
Manager of the Passenger Section ofthe Marketing Department of Morioka
Railway Operating Division of JNRApril 1987:
Joined the Company
March 1991:
Manager in charge of the Supervision
Section of the Management Supervision
Department of the Corporate Planning
Division of the Company
May 1991:
Manager of the Planning Section of theManagement Supervision Departmentof the Corporate Planning Division ofthe Company
June 1994:
Manager of the Supervision Section ofthe Management Supervision
Department of the Corporate Planning
Division of the Company
December 1996: Deputy General Manager of the3,067
Management Supervision Department
sharesof the Corporate Planning Division ofthe Company
June 1998:
General Manager in charge of theFinance Department of the Company
July 2002:
General Manager of the Property
Management Department of theCompany
June 2006:
General Manager of the Finance
Department of the Company
June 2008:
Director, General Manager of theFinance Department of the Company
June 2012:
Corporate Executive Officer, General
Manager of the Finance Department ofthe Company
June 2014:
Audit and Supervisory Board Memberof the Company (current position)[Significant concurrent positions]Audit and Supervisory Board Member of JR CENTRALBUILDING CO., LTD.

- 5 -No.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1978:
July 2000:

2

Hajime Ishizu(August 7, 1955)

Numberof sharesof theCompany
held

Joined the Ministry of Transport
Director, First International Affairs
Division of the Transport Policy Bureauof the Ministry of Transport
January 2001: Manager of the International Affairs
Division of the Policy Bureau of theMinistry of Land, Infrastructure,
Transport and Tourism
July 2001:
General Manager of the Planning
Department of the Central JapanInternational Airport Co., Ltd.
April 2003:
General Manager of the Corporate
Planning Department of the Central
Japan International Airport Co., Ltd.
July 2004:
Counsellor, Minister’s Secretariat of theMinistry of Land, Infrastructure,
Transport and Tourism
July 2005:
Manager of the General Affairs Divisionof the Road Transport Bureau of theMinistry of Land, Infrastructure,
Transport and Tourism
July 2006:
Assistant Vice-Minister, Minister’s
730 shares
Secretariat of the Ministry of Land,Infrastructure, Transport and Tourism
July 2007:
Director-General of the Chugoku District
Transport Bureau of the Ministry ofLand, Infrastructure, Transport andTourism
July 2009:
Deputy General Manager of the Civil
Aviation Bureau of the Ministry of Land,
Infrastructure, Transport and Tourism
October 2011: Director-General of the Kinki District
Transport Bureau of the Ministry ofLand, Infrastructure, Transport andTourism
September 2012: Vice Minister, the Ministry of Land,
Infrastructure, Transport and Tourism
November 2013: Senior Adviser of MEIKOCONSTRUCTION CO., LTD.
June 2014:
Audit and Supervisory Board Member ofthe Company (current position)[Significant concurrent positions]Audit and Supervisory Board Member of JR Tokai Real
Estate Co., Ltd.

- 6 -No.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1983:
January 2006:

3

Joined the National Police Agency
Chief of Iwate Prefectural Police
Headquarters
February 2007: Manager of the International Affairs
Division of the Commissioner-General’s
Secretariat of the National Police
AgencyAugust 2008:
Manager of the Allowance and Welfare
Division of the Commissioner-General’s
Secretariat of the National Police
AgencyFebruary 2009: General Manager of the Community
Safety Department of the Tokyo
Metropolitan Police Department
August 2010:
Manager of the General Affairs Divisionof the Commissioner-General’s
Secretariat of the National Police
AgencySeptember 2011: Executive Secretary to the Prime
Fumio Yamashita*Minister(October 7, 1959)
January 2013: Councilor of the CommissionerGeneral’s Secretariat of the National
Police Agency (in charge of theCommunity Safety Bureau)
June 2013:
Chief of the Personnel and Training
Bureau of the Tokyo Metropolitan
Police Department
January 2014: Chief of Kyoto Prefectural Police
Headquarters
July 2015:
Deputy Superintendent General of theTokyo Metropolitan Police Department
January 2017: Director-General of the Community
Safety Bureau of the National Police
AgencyJuly 2018:
Resigned the National Police Agency
November 2018: Advisor to the 2nd Public Sector
Marketing Department of the Meiji
Yasuda Life Insurance Company(current position)

Numberof sharesof theCompany
held- 7 -0 shares

No.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1966:

4Public Prosecutor, Tokyo District Public
Prosecutor’s Office
June 1994:
Minister's Secretariat, Ministry of Justice
September 1995: Director General of the Rehabilitation
Bureau, Ministry of Justice
July 1997:
Director General of the General Affairs
Department, Supreme Public Prosecutors
OfficeDecember 1997: Director General of the Public Security
Department, Supreme Public Prosecutors
OfficeShigeo Kifuji
January 1999: Director General, Public Security(September 29, 1940)
Intelligence Agency
May 2001:
Superintending Prosecutor, Hiroshima
High Public Prosecutors Office
October 2002: Superintending Prosecutor, Tokyo High
Public Prosecutors Office
October 2003: Registered as an attorney-at-law (currentposition)
June 2007:
Audit and Supervisory Board Member ofthe Company (current position)[Significant concurrent positions]
Attorney-at-law
Corporate Auditor of Mori Building Co., Ltd.

Numberof sharesof theCompany
held- 8 -1,415
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1969:

5Kunihiro Nasu
(June 5, 1944)

Registered as an attorney-at-law(current position)
October 1975: Opened Kunihiro Nasu Law Firm
(currently Nasu/Iwasaki Law Firm)
General Manager and attorney-at-lawof the Law Firm
(current position)
April 1999:
President of Nagoya Bar Association
Vice President of Japan Federation ofBar Associations
July 2003:
Chairman of Aichi Prefectural
Personnel Commission
June 2018:
Audit and Supervisory Board Memberof the Company (current position)[Significant concurrent positions]
Attorney-at-law
Director (Audit and Supervisory Committee Member) ofSangetsu Corporation

Numberof sharesof theCompany
held42 shares(Note) 1. Mr. Hajime Ishizu, Mr. Fumio Yamashita, Mr. Shigeo Kifuji and Mr. Kunihiro Nasu are
candidates for Outside Audit and Supervisory Board Members as set forth in Article 2,Paragraph 3, Item 8 of the Ordinance for Enforcement of the Companies Act.
2. Mr. Fumio Yamashita plans to resign as an Advisor to the 2nd Public Sector Marketing
Department of the Meiji Yasuda Life Insurance Company on June 20, 2019. It is also planned
that Mr. Yamashita will assume the position of an Audit and Supervisory Board Member of JR
Tokai Hotels Co., Ltd., a subsidiary of the Company, on June 27, 2019 and the position of anAudit and Supervisory Board Member of JR Tokai Takashimaya Co., Ltd., a subsidiary of theCompany, on June 28, 2019.
3. Special notes on the candidates for Outside Audit and Supervisory Board Members are as
follows:(1) Reasons for nominating candidate for Outside Audit and Supervisory Board Member, etc.
(i) The Company requests to elect Mr. Hajime Ishizu as the Company has determined
comprehensively that he is a qualified candidate for an Outside Audit and Supervisory
Board Member from his experience and distinguished knowledge in transportation
administration, etc.
(ii) The Company requests to elect Mr. Fumio Yamashita as the Company has determined
comprehensively that he is a qualified candidate for an Outside Audit and Supervisory
Board Member from his experience and distinguished knowledge in police
administration, etc. Although Mr. Yamashita has not been previously involved in themanagement of a company, the Company determined that he will be able to adequately
perform his duties as an Outside Audit and Supervisory Board Member for the above
reason.
(iii) The Company requests to elect Mr. Shigeo Kifuji as the Company has determined
comprehensively that he is a qualified candidate for an Outside Audit and Supervisory
Board Member from his experience and distinguished knowledge as a publicprosecutor and attorney-at-law. Although Mr. Kifuji has not been previously involvedin the management of a company, the Company determined that he will be able toadequately perform his duties as an Outside Audit and Supervisory Board Member forthe above reason.

- 9 -(iv) The Company requests to elect Mr. Kunihiro Nasu as the Company has determined
comprehensively that he is a qualified candidate for an Outside Audit and Supervisory
Board Member from his experience and distinguished knowledge as attorney-at-law.
Although Mr. Nasu has not been previously involved in the management of a company,
the Company determined that he will be able to adequately perform his duties as an
Outside Audit and Supervisory Board Member for the above reason.
(v) Notification has been filed with the stock exchanges on which the Company is listed
that Mr. Hajime Ishizu, Mr. Shigeo Kifuji and Mr. Kunihiro Nasu are independent
directors who have no potential conflict of interest with general shareholders.
(vi) Upon approval of the election of Mr. Fumio Yamashita as an Audit and Supervisory
Board Member, the Company plans to notify the stock exchanges on which theCompany is listed that Mr. Yamashita is an independent director who has no potential
conflict of interest with general shareholders.
(2) Relationship with specified associated companies(i) Mr. Hajime Ishizu assumed the position of an Audit and Supervisory Board Memberof JR TOKAI AGENCY CO., LTD., a subsidiary of the Company, on June 27, 2017
and the position of an Audit and Supervisory Board Member of JR Tokai Real EstateCo., Ltd., a subsidiary of the Company, on June 29, 2017, and currently holds thesepositions.
(ii) Mr. Fumio Yamashita will assume the position of an Audit and Supervisory Board
Member of JR Tokai Hotels Co., Ltd., a subsidiary of the Company, on June 27, 2019
and the position of an Audit and Supervisory Board Member of JR Tokai Takashimaya
Co., Ltd., a subsidiary of the Company, on June 28, 2019.
(3) Terms of officeTerms of office for Mr. Hajime Ishizu, Mr. Shigeo Kifuji and Mr. Kunihiro Nasu asOutside Audit and Supervisory Board Members will expire in five years, twelve years
and one year, respectively, from the conclusion of this General Meeting ofShareholders.
4. Outline of limited liability agreements(1) The Company has entered into limited liability agreements with Mr. Hajime Ishizu, Mr.
Shigeo Kifuji and Mr. Kunihiro Nasu pursuant to Article 427, Paragraph 1 of theCompanies Act and the Company’s Articles of Incorporation, limiting the amount of their
liabilities as stipulated in Article 423, Paragraph 1 of the Companies Act to the amountstipulated in laws and regulations.
(2) Upon approval of the election of Mr. Fumio Yamashita as an Audit and Supervisory
Board Member, the Company plans to enter into a limited liability agreement with Mr.
Yamashita pursuant to Article 427, Paragraph 1 of the Companies Act and the Company’s
Articles of Incorporation, limiting the amount of his liability as stipulated in Article 423,
Paragraph 1 of the Companies Act to the amount stipulated in laws and regulations.

-End-- 10 -