The following is an unofficial English translation of the Convocation Notice for the 31st Ordinary General
Meeting of Shareholders of Central Japan Railway Company. The Company provides this translation foryour reference and convenience only and without any warranty as to its accuracy or otherwise.

[TRANSLATION](Securities Identification Code: 9022)
June 1, 2018
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 31st Ordinary General Meeting of Shareholders
Dear Sirs/Madams:
Notice is hereby given that the 31st 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 21, 2018 (Japan Standard Time (JST)).
Particulars
1.

Date and Time:

Friday, June 22, 2018 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 31st fiscal year (from April 1,2017 to March 31, 2018)2.

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

Matters to be Resolved:
Proposal 1:

Appropriation of retained earnings

Proposal 2:

Election of seventeen (17) Directors

Proposal 3:

Election of one (1) Audit and Supervisory Board
Member
- 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 thebusiness report, the consolidated financial statements, the non-consolidated financial
statements, and the reference materials for the ordinary general meeting ofshareholders, such amendments will be made public on the Company’s website(http://jr-central.co.jp).

【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 21, 2018 (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 21, 2018 (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 strongsocial mission, the Company promotes its efforts to ensure and strengthen a longterm and stable management foundation, while securing internal reserve in orderto steadily 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.
(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
70 yen per share of the Company’s common stock
Total amount: 13,790,053,970 yen(iii) Effective date of dividend of retained earnings
June 25, 2018
(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:
360,000,000,000 yen(ii) Line item relating to retained earnings showing a decrease and the amount thereof
Retained earnings carried forward: 360,000,000,000 yen- 3 -Proposal 2: Election of seventeen (17) Directors
The terms of all of sixteen (16) Directors will expire as of the conclusion of thisOrdinary General Meeting of Shareholders. In order to strengthen the Company’s
management system, we hereby request that seventeen (17) Directors be elected.
The candidates for directors are as follows:

No.

Name
(Birth date)

1

Koei Tsuge(August 6, 1953)(An asterisk (*) mark indicates a new candidate.)
Numberof shares
Brief history, positions and responsibilitiesof theat the Company, andCompany
significant concurrent positions
held
April 1977:
Joined Japanese National Railways(“JNR”)March 1985:
Manager of the Personnel Section of the
Administration Department of the
Niigata Railway Operating Division of
JNR
April 1987:
Joined the Company
March 1989:
Manager of the Supervision Section of
the Management Supervision Departmentof the Corporate Planning Division of theCompany
May 1991:
Manager in charge of planning of the
Personnel Department of the Company
June 1992:
Manager of the Labor Section of the
Personnel Department of the Company
June 1994:
Manager of the Personnel Section of the
Personnel Department of the Company
13,262June 1996:
Deputy General Manager of thesharesAdministration Department of theCompany
June 2000:
General Manager of the Administration
Department of the Company
June 2002:
Director, General Manager of the
Personnel Department of the Company
June 2006:
Executive Director, General Manager of
the Secretarial Department of theCompany
June 2008:
Executive Vice President andRepresentative Director of the Company
April 2014:
President and Representative Director of
the Company
April 2018:
Chairman and Representative Director of
the Company(current position)

- 4 -

No.

Name
(Birth date)

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

2

Shin Kaneko(August 29, 1955)

Joined Japanese National Railways(“JNR”)
February 1986: Assistant Chief of the Labor Relations
Division of the Staff Administration
Department of JNRApril 1987:
Joined the Company
March 1991:
Manager in charge of the Personnel
Section of the Personnel Department of
the Company
June 1994:
Manager of the Labor Section of the
Personnel Department of the Company
June 1996:
Manager of the Personnel Section of the
Personnel Department of the Company
June 1998:
General Manager of the Supervision
Department of the Shinkansen
Operations Division of the Company
June 2002:
General Manager of the Administration
Department of the Company
June 2004:
Director, General Manager of the
Administration Department of theCompany
June 2006:
Director, General Manager of the
Personnel Department of the Company
June 2008:
Executive Director, Director General of
the Corporate Planning Division of theCompany
June 2010:
Senior Executive Director, Director
General of the Corporate Planning
Division of the Company
June 2012:
Executive Vice President andRepresentative Director of the Company
April 2018:
President and Representative Director of
the Company(current position)

Numberof sharesof theCompany
held

- 5 -

3,418
sharesNo.

Name(Birth date)

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

3

Yoshiki Suyama(May 4, 1957)

Joined Japanese National Railways(“JNR”)
February 1986: Manager of the Budget Section of the
Accounting Department of the Niigata
Railway Operating Division of JNRApril 1987:
Joined the Company
April 1990:
Manager of the Accounting Section of
the Administration Department of JR
Tokai Tours, Inc.
March 1991:
Deputy Manager of the Labor Section of
the Personnel Department of theCompany
July 1992:
Manager in charge of the Labor Sectionof the Personnel Department of theCompany
May 1994:
Manager in charge of the Personnel
Section of the Personnel Department of
the Company
June 1996:
Manager of the Supervision Section of
the Transportation and Marketing
Department of the Shinkansen
Operations Division of the Company
February 1997: Manager of the Labor Section of the
Personnel Department of the Company
June 1998:
Manager of the Personnel Section of the
Personnel Department of the Company
June 2002:
General Manager of the Supervision
Department of the Shinkansen
Operations Division of the Company
July 2006:
General Manager of the Investment
Planning Department of the Corporate
Planning Division of the Company
June 2008:
Director, General Manager of the
Personnel Department of the Company
June 2010:
Director, General Manager of the
Administration Department of theCompany
June 2012:
Corporate Executive Officer, General
Manager of the Administration
Department of the Company
June 2014:
Director and Corporate Executive
Officer, Director General of the
Shinkansen Operations Division of theCompany

Numberof sharesof theCompany
held

- 6 -

2,726
sharesJune 2016:

Director and Senior Corporate Executive
Officer, Director General of the
Corporate Planning Division and in
charge of the Finance Department of theCompany(current position)

- 7 -

No.

Name
(Birth date)

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

4

Shun-ichi Kosuge(May 20, 1954)

Joined Japanese National Railways(“JNR”)
February 1987: Manager of Shizuoka Regional Office of
Shizuoka Tracks Maintenance Depot of
the Shinkansen Administration of JNRApril 1987:
Joined the Company
February 1988: Manager of the Engineering Section of
the Mie Regional Office of the Company
March 1989:
Manager of the International Section of
the Corporate Planning Division of theCompany
March 1991:
Manager in charge of the Tokyo Planning
Department of the Corporate Planning
Division of the Company
June 1994:
General Manager in charge of theSupervision Department of the
Shinkansen Operations Division of theCompany
June 1995:
Chief Engineer of the Technical Researchand Development Division of theCompany
June 1997:
Director, General Manager of theManagement Supervision Department of
The Japan Mechanised Works andMaintenance of Way Co., Ltd.
April 1999:
General Manager in charge of the Tokyo
Planning Department of the Corporate
Planning Division of the Company
June 1999:
General Manager of the Tokyo Planning
Department of the Corporate Planning
Division of the Company
July 2000:
General Manager of the Tracks andStructures Department of the Shinkansen
Operations Division of the Company
July 2004:
General Manager of the Management
Supervision Department of the Corporate
Planning Division and General Managerof the Investment Planning Departmentof the Corporate Planning Division of theCompany
July 2006:
Deputy Director General of the Corporate
Planning Division of the Company
June 2008:
Corporate Officer, General Manager of
the Technology Planning Department of
the General Technology Division of theCompany

Numberof sharesof theCompany
held

- 8 -

3,250
sharesJune 2010:

July 2011:

June 2012:

June 2016

Corporate Officer, Deputy Director
General of the General Technology
Division of the Company
Corporate Officer, Deputy Director
General 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
Corporate Executive Officer, Deputy
Director General of the General
Technology Division, General Managerof the Technology Planning Departmentof the General Technology Division, andHead 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, in charge of theOverseas High Speed Railway Project,and in charge of controlling the Tracks
and Structures Section of the Company(current position)

- 9 -

No.

Name
(Birth date)

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

5

Mamoru Uno(June 19, 1954)

Joined Japanese National Railways(“JNR”)March 1985:
Assistant Chief in the Investigation
Division of Gifu Works Administrationof JNR
April 1987:
Joined the Company
March 1991:
Manager in charge of the Linear/Chuo
Shinkansen Promotion Department of the
Corporate Planning Division of theCompany
July 1991:
Manager in charge of the Chuo
Shinkansen Planning Department of the
Corporate Planning Division of theCompany
June 1993:
Manager in charge of the Tokyo Planning
Department of the Corporate Planning
Division of the Company
June 1996:
Deputy General Manager of the Public
Relations Department of the Company
June 1999:
Chief Engineer of the Maglev Systems
Development Division of the Company
September 2000: General Manager of the Public
Relations Department of the Company
July 2004:
General Manager of the Tracks andStructures Department of the Shinkansen
Operations Division of the Company
June 2008:
Corporate Officer, Deputy Director
General of the Tokaido Shinkansen 21stCentury Division of the Company
June 2010:
Director, Director General of the Tokaido
Shinkansen 21st Century Division of theCompany
July 2011:
Director, Director General of the Chuo
Shinkansen Promotion Division of theCompany
June 2012:
Corporate Executive Officer, Director
General of the Chuo Shinkansen
Promotion Division of the Company
June 2015:
Director and Corporate Executive
Officer, Director General of the Chuo
Shinkansen Promotion Division of theCompany
June 2016:
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)

Numberof sharesof theCompanyheld- 10 -

2,932
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1979:

6

Hideyuki Shoji(March 7, 1955)

Joined Japanese National Railways(“JNR”)March 1985:
General Manager of Akita Engine Depotof the Akita Railway Operating Divisionof JNR
April 1987:
Joined the Company
March 1991:
Manager in charge of the TechnicalResearch and Development Division of
the Company
June 1992:
Manager in charge of the Labor Sectionof the Personnel Department of theCompany
June 1995:
Manager of the Personnel Section of theSupervision Department of the
Shinkansen Operations Division of theCompany
June 1997:
General Manager of Tokyo Drivers
Depot of the Shinkansen Operations
Division of the Company
July 2001:
Manager of the Labor Section of the
Personnel Department of the Company
June 2002:
Manager of the Personnel Section of the
Personnel Department of the Company
December 2003: General Manager of the Transportationand Marketing Department of the
Shinkansen Operations Division of theCompany
June 2008:
Corporate Officer, Deputy Director
General of the Shinkansen Operations
Division and General Manager of theTransportation and Marketing
Department of the Shinkansen
Operations Division of the Company
June 2009:
Director, General Manager of theTransportation Safety Department of theCompany
June 2012:
Corporate Executive Officer, General
Manager of the Transportation Safety
Department of the Company
June 2014:
Director and Corporate Executive
Officer, Director General of theConventional Lines Operations Divisionof the Company
June 2016:
Director and Senior Corporate Executive
Officer, Director General of the
Shinkansen Operations Division of theCompany(current position)

Numberof sharesof theCompanyheld- 11 -

2,007
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1963:7

Yoshiyuki Kasai(October 20, 1940)

Joined Japanese National Railways(“JNR”)
February 1986: Deputy General Manager of the Staff
Administration Department of JNRApril 1987:
Director, Director General of the
Corporate Planning Division of theCompany
June 1988:
Executive Director, Director General of
the Corporate Planning Division of theCompany
June 1990:
Executive Vice President andRepresentative Director, Director
General of the Corporate Planning
Division of the Company
June 1992:
Executive Vice President andRepresentative Director of the Company
June 1995:
President and Representative Director of
the Company
June 2004:
Chairman and Representative Director of
the Company
April 2014:
Chairman Emeritus and Representative
Director of the Company
April 2018:
Chairman Emeritus and Director of theCompany(current position)

Numberof sharesof theCompanyheld- 12 -

11,606
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
July 1971:8

Yoshiomi Yamada(January 7, 1949)

Joined Japanese National Railways(“JNR”)
August 1983: Assistant Chief of the Staff Division of
the Staff Administration Department of
JNR
April 1987:
Joined the Company. Manager of theLabor Section of the Administration
Department of the Company
February 1988: Manager of the Personnel Section of the
Personnel Department of the Company
March 1989:
General Manager of the Tokyo Planning
Department of the Corporate Planning
Division of the Company
June 1992:
Deputy Manager of the Secretarial
Section of the Company
June 1994:
General Manager of the Personnel
Department of the Company
June 1996:
Director, General Manager of the
Personnel Department of the Company
June 1998:
Director, Director General of the
Corporate Planning Division of theCompany
June 1999:
Executive Director, Director General of
the Corporate Planning Division of theCompany
June 2002:
Senior Executive Director, Director
General of the Business Promotion
Division of the Company
June 2004:
Executive Vice President andRepresentative Director of the Company
April 2010:
President and Representative Director of
the Company
April 2014:
Chairman and Representative Director of
the Company
April 2018:
Counselor and Director of the Company(current position)

Numberof sharesof theCompanyheld- 13 -

8,678
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1981:
April 1987:
July 1993:

June 1996:

July 1999:

July 2002:

July 2005:

9

Takanori Mizuno*(February 26, 1958) July 2007:

June 2008:

July 2010:

July 2011:

June 2013:

June 2016:

Joined Japanese National Railways
Joined the Company
Manager in charge of the Chuo
Shinkansen Planning Department of the
Corporate Planning Division of theCompany
Manager of the Real Estate Development
Section of the Construction Departmentof the Company
Manager of the Supervision Section of
the Tracks and Structures Department of
the Shinkansen Operations Division of
the Company
Chief Engineer of the Maglev Systems
Development Division of the General
Technology Division of the Company
General Manager of the Management
Planning Department of the Planning
Division of MEIKO CONSTRUCTION
CO., LTD.
General Manager in charge of theConstruction Department of theCompany
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
General of the Chuo Shinkansen
Promotion Division of the Company
Corporate Executive Officer, Deputy
Director General of the Chuo Shinkansen
Promotion Division of the Company(current position)- 14 -

Numberof sharesof theCompany
held

2,573
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1980:10

Toshio Otake*(October 18, 1955)

Joined Japanese National Railways(“JNR”)
February 1986 General Manager of Hamamatsu Tracks
Maintenance Depot of the Shizuoka
Railway Operating Division of JNRApril 1987:
Joined the Company
February 1989: Manager of the Engineering Section of
the Mie Regional Office of the Company
March 1991:
Deputy Manager of the Investment
Planning Department of the Corporate
Planning Division of the Company
June 1993:
Manager in charge of the Investment
Planning Department of the Corporate
Planning Division of the Company
June 1995:
Manager of the Tracks Maintenance
Section of the Tracks and Structures
Department of the Shinkansen
Operations Division of the Company
March 1999:
Chief Engineer of the Technical Researchand Development Division of theCompany
July 2001:
Director, General Manager of theManagement Supervision Department of
The Japan Mechanised Works andMaintenance of Way Co., Ltd.
July 2002:
General Manager of the Engineering
Department of the Shizuoka Branch
Office of the Company
July 2004:
General Manager in charge of theTechnology Planning Department of theGeneral Technology Division of theCompany
July 2006:
General Manager of the Engineering
Department of the Conventional Lines
Operations Division of the Company
June 2008:
General Manager of the Tracks andStructures Department of the Shinkansen
Operations Division of the Company
July 2010:
Deputy General Manager of theTechnology Research and Development
Department of the General Technology
Division of the Company
June 2014:
Corporate Officer, Deputy Director
General of the General Technology
Division and General Manager of theTechnology Research and Development
Department of the General Technology
Division of the Company(current position)

Numberof sharesof theCompanyheld- 15 -

859
sharesNo.

Name(Birth date)

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

11

Akihiko Ito*
(October 7, 1959)

Joined The Long-Term Credit Bank ofJapan, Limited
November 1999: Joined the Company. Manager incharge of the Supervision Department of
the Affiliated Enterprises Division of theCompany
June 2000:
Manager in charge of the Business
Promotion Division of the Company
April 2003:
Director of JR Tokai Partners Co., Ltd.
May 2004:
Manager in charge of the Personnel
Section of the Personnel Department of
the Company
July 2004:
General Manager of the Supervision
Department of the Shizuoka Branch
Office of the Company
May 2006:
General Manager in charge of the
Personnel Department of the Company
June 2008:
General Manager of the Secretarial
Department of the Company
July 2012:
Deputy Director General of the Business
Promotion Division of the Company
June 2014:
Corporate Officer, General Manager of
the Property Management Department of
the Company
June 2016:
Corporate Officer, General Manager ofthe Administration Department of theCompany(current position)

Numberof sharesof theCompanyheld- 16 -

1,449
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1982:
April 1987:
June 1992:

12

Mamoru Tanaka*(August 5, 1958)

Joined Japanese National Railways
Joined the Company
Senior Engineer of the TechnicalResearch and Development Division of
the Company
June 1993:
General Manager of the Osaka Third
Rolling Stock Depot of the Kansai
Branch Office of the Company
June 1995:
Manager of the Rolling Stock Section of
the Transportation and Marketing
Department of the Kansai Branch Officeof the Company
June 1997:
Manager of the Personnel Section of theSupervision Department of the Shizuoka
Branch Office of the Company
July 1999:
Manager of the Rolling Stock Section of
the Rolling Stock Department of the
Shinkansen Operations Division of theCompany
July 2003:
General Manager in charge of the Rolling
Stock Department of the Shinkansen
Operations Division of the Company
July 2007:
General Manager in charge of theTechnology Planning Department of theGeneral Technology Division of theCompany
June 2010:
General Manager of the Rolling Stock
Department of the Shinkansen
Operations Division of the Company
June 2014:
Corporate Officer, Director General of
the Kansai Branch Office of theCompany
June 2016:
Corporate Officer, Deputy Director
General of the General Technology
Division and General Manager of theTechnology Planning Department of theGeneral Technology Division of theCompany(current position)[Significant concurrent positions]Audit and Supervisory Board Member of NIPPONSHARYO, LTD.

Numberof sharesof theCompanyheld- 17 -

801
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1985:
April 1987:
July 1999:

July 2000:

July 2002:

July 2004:

13

July 2006:
Hiroshi Suzuki*(February 24, 1961)

July 2008:

July 2010:

June 2012:

June 2016:

Joined Japanese National Railways
Joined the Company
General Manager of Odawara Tracks
Maintenance Depot of the Shinkansen
Operations Division of the Company
Manager of the Tracks and Structures
Section of the Engineering Department of
the Kansai Branch Office of theCompany
Manager in charge of the Administration
Section of the Supervision Department of
the Conventional Lines Operations
Division of the Company
Manager of the Supervision Section of
the Engineering Department of theConventional Lines Operations Divisionof the Company
General Manager of the Management
Supervision Department of The Japan
Mechanised Works and Maintenance of
Way Co., Ltd.
General Manager of Nagoya Tracks andStructures Maintenance Office of the
Shinkansen Operations Division of theCompany
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 theCompany(current position)- 18 -

Numberof sharesof theCompany
held

1,422
sharesNo.

Name(Birth date)

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

14

Torkel Patterson(August 29, 1954)

Senior Director for Japan, Office of theSecretary of Defense, United States
Department of Defense
April 1991:
Director for Japan and Korea, National
Security Council, The White House
November 1994: Managing Director, Group Pacific Inc.,
Senior Associate Pacific Forum, CSIS
April 1998:
President of Raytheon Japan, RaytheonCo.
February 2001: Special Assistant to the U.S. President
for Asia
October 2002: Senior Advisor to the U.S. Ambassador
to JapanApril 2004:
Deputy Assistant Secretary of State forSouth Asia
April 2005:
President of Raytheon International, andVice President of Raytheon Company
October 2009: President of U.S.-Japan MAGLEV
March 2010:
President of The Northeast MAGLEVJanuary 2013: Part-time employee of the Company
May 2015:
Director of The Northeast MAGLEV(current position)
June 2015:
Director of the Company(current position)

Numberof sharesof theCompanyheld- 19 -

0 shares

No.

15

Name
(Birth date)

Fujio Cho
(February 2, 1937)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1960:
Joined Toyota Motor Co., Ltd
September 1988: Director of TOYOTA MOTORCORPORATION
June 1998:
Executive Vice President andRepresentative Director of TOYOTA
MOTOR CORPORATION
June 1999:
President and Representative Director of
TOYOTA MOTOR CORPORATION
June 2004:
Director of the Company(current position)
June 2005:
Deputy Chairman and Representative
Director of TOYOTA MOTORCORPORATION
June 2006:
Chairman and Representative Director of
TOYOTA MOTOR CORPORATION
June 2013:
Chairman Emeritus of TOYOTA
MOTOR CORPORATION
June 2017:
Counselor of TOYOTA MOTORCORPORATION(current position)[Significant concurrent positions]
Senior Advisor of TOYOTA MOTOR CORPORATION- 20 -

Numberof sharesof theCompany
held

3,623
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1967:

16

Kenji Koroyasu(April 16, 1942)

Public Prosecutor, Tokyo District Public
Prosecutor’s Office
January 1996: Deputy Vice-Minister of Justice,
Ministry of JusticeDecember 1997: Director General of the General Affairs
Department, Supreme Public Prosecutors
OfficeApril 1999:
Director General of the Criminal Affairs
Department, Supreme Public Prosecutors
OfficeDecember 1999:Director General, Research and Training
Institute
May 2001:
Superintending Prosecutor, Sapporo High
Public Prosecutors Office
June 2002:
Superintending Prosecutor, Nagoya High
Public Prosecutors OfficeFebruary 2003: Superintending Prosecutor, Osaka High
Public Prosecutors Office
July 2004:
Registered as an attorney-at-law(current position)
June 2005:
Director of the Company(current position)[Significant concurrent positions]
Attorney-at-law

Numberof sharesof theCompanyheld- 21 -

781
sharesNo.

Name(Birth date)

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

17

Takashi Saeki(June 14, 1951)

Joined TOHO GAS Co., Ltd.
Director of TOHO GAS Co., Ltd.
President and Representative Director of
TOHO GAS Co., Ltd.
June 2012:
Director of the Company(current position)
June 2012:
Chairman and Representative Director of
TOHO GAS Co., Ltd.
June 2016:
Adviser and Member of the Board of
TOHO GAS Co., Ltd.
(current position)[Significant concurrent positions]
Adviser and Member of the Board of TOHO GAS Co., Ltd.
Director of FamilyMart UNY Holdings Co., Ltd.
Corporate Auditor of The Ogaki Kyoritsu Bank, Ltd.

Numberof sharesof theCompany
held966
shares(Note)
1. Mr. Yoshiyuki Kasai is President of Kaiyo Academy Foundation, which employees of theCompany are currently seconded to.
2. Mr. Fujio Cho, Mr. Kenji Koroyasu and Mr. Takashi Saeki are candidates for Outside Directors
as set forth in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of theCompanies Act.
3. Mr. Takashi Saeki is planned to resign as a Member of the Board of TOHO GAS Co., Ltd. asof June 25, 2018.
4. Special notes on the candidates for Outside Directors are as follows:(1) Reasons for nominating candidates for Outside Directors, etc.
① The Company requests to elect Mr. Fujio Cho as the Company has determined
comprehensively that he is a qualified candidate for an Outside Director because of his
corporate management experience and his great insight.
② The Company requests to elect Mr. Kenji Koroyasu as the Company has determined
comprehensively that he is a qualified candidate for an Outside Director because of his
experience as a public prosecutor and attorney-at-law and his great insight. Although
Mr. Koroyasu has not been previously involved in the management of a company, theCompany determined that he will be able to adequately perform his duties as an Outside
Director for the above reason.
③ The Company requests to elect Mr. Takashi Saeki as the Company has determined
comprehensively that he is a qualified candidate for an Outside Director because of his
corporate management experience and his great insight.
④ Notification has been filed with the stock exchanges on which the Company is listed
that Mr. Fujio Cho, Mr. Kenji Koroyasu and Mr. Takashi Saeki have no potential
conflict of interest with general shareholders.
(2) The facts regarding inappropriate business conduct that occurred while candidates for Outside
Directors occupied the director and other positions at other companies in the past five years
Mr. Kenji Koroyasu, candidate for an Outside Director, served as an Outside Auditor at
Furukawa Electric Co., Ltd. During his service at the company, regarding the sales of certain
auto parts, the company was subject to determination for fine by the European Commissionin July 2013 on allegations of violating the European competition law, and was subject todetermination for fine by the Chinese authorities in August 2014 on allegations of violating- 22 -

the Chinese antitrust law. The company also received a cease and desist order and a payment
order for surcharge from the Japan Fair Trade Commission with regards to violations of the
Antimonopoly Law in relation to the overhead transmission project requested by Tokyo
Electric Power Co., Inc. in December 2013 and the same project requested by Kansai ElectricPower Co., Inc. in January 2014. In addition, the company was subject to determination forfine by the European Commission in April 2014 on allegations of violating the European
competition law in the power cable market. While Mr. Koroyasu had not been aware of anyof the facts during his service prior to the events, he has made statements for compliance withthe laws and regulations, and after the events, he made a proposal at the meeting of the boardof directors, where the facts regarding the events were reported and discussed, to set up
internal rules and enhance spirit of compliance with law to secure recurrence prevention
system.
(3) Terms of officeTerms of office for Mr. Fujio Cho, Mr. Kenji Koroyasu and Mr. Takashi Saeki as Outside
Directors will have served fourteen years, thirteen years and six years, respectively, as of theconclusion of this Ordinary General Meeting of Shareholders.
5. Outline of limited liability agreements
The Company has entered into limited liability agreements with Mr. Fujio Cho, Mr. Kenji
Koroyasu and Mr. Takashi Saeki pursuant to Article 427, Paragraph 1 of the Companies Act
and the Articles of the Incorporation of the Company, limiting the amount of their liabilities as
stipulated in Article 423 Paragraph 1 of the Companies Act to the amount stipulated in laws
and regulations.

- 23 -

Proposal 3:
Election of one (1) Audit and Supervisory Board Member
Audit and Supervisory Board Member Mr. Hiromu Emi will resign at the conclusionof this 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:
No.

Name
(Birth date)

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

1

Kunihiro 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 of
Bar Associations
July 2003:
Chairman of Aichi Prefectural
Personnel Commission[Significant concurrent positions]
Attorney-at-law (General Manager and attorney-at-law of
Nasu/Iwasaki Law Firm)
Director (Audit and Supervisory Committee Member) of
Sangetsu Corporation

Numberof sharesof theCompanyheld

0 shares(Note) 1. Mr. Kunihiro Nasu is a candidate for Outside Audit and Supervisory Board Member as set
forth in Article 2, Paragraph 3, Item 8 of the Ordinance for Enforcement of the Companies Act.
2. The terms of office of Audit and Supervisory Board Member elected at this General Meetingof Shareholders will expire at the same time as the former Audit and Supervisory Board
Member, pursuant to the Company’s Articles of Incorporation.
3. Special notes on the candidate for Outside Audit and Supervisory Board Member are as
follows:
Reasons for nominating candidate for Outside Audit and Supervisory Board Member, etc.
(1) The Company requests to elect Mr. Kunihiro Nasu as the Company has determined
comprehensively that he is a qualified candidate for 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.
(2) Upon approval of the election of Mr. Kunihiro Nasu, the Company plans to notify thestock exchanges on which the Company is listed that Mr. Nasu has no potential conflictof interest with general shareholders.
4. Outline of limited liability agreements
Upon approval of the election of Mr. Kunihiro Nasu, the Company plans to enter into a limited
liability agreements with Mr. Nasu pursuant to Article 427, Paragraph 1 of the Companies Act
and the Articles of the Incorporation of the Company, 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- 24 -