[TRANSLATION]
July 28, 2017
To Whom It May Concern:
Name of Company: Central Japan Railway Company
Name of Representative: Koei Tsuge,
President and Representative Director(Code: 9022, First Sections of the TSE and NSE)
Contact Person: Shunsuke Niwa,
Corporate Officer and General Manager of the Public Relations Department(Telephone No.: +81-52-564-2549)
Notice Concerning Introduction of Employee Stock Ownership Plan (Employee
Shareholding Association Purchase-type)
The Central Japan Railway Company (the “Company”) hereby announces that it
resolved, at the Board of Directors meeting held today, to introduce an Employee Stock
Ownership Plan (employee shareholding association purchase-type) (the “Plan”) for the
purpose of improving the employee benefit program for employees participating in theJR Tokai Employee Shareholding Association (the “Shareholding Association”) andrevitalizing the Shareholding Association.
1. Purpose of Introduction of the Plan
The introduction of the Plan is intended to increase medium- to long-term
corporate value through improvement of job performance and motivation aimed atincreasing the business performance and stock price of the Company by granting to its
employees incentives to raise the Company’s stock price and to further enhance theemployee benefit program.
The Plan is an employee benefit program established with reference to, amongothers, the ESOP (Employee Stock Ownership Plan) system, an employeecompensation plan which is common in the United States as part of employee incentive
plans, and to the “Report on a New Holding Scheme of Treasury Stocks,” which wasannounced by the Ministry of Economy, Trade and Industry on November 17, 2008.

2. Overview of the Plan
This is an incentive plan that is open to all employees who are members of theShareholding Association. The Plan aims to return the benefits of the appreciation ofthe Company’s stock price to the members.
To introduce the Plan, the Company will enter into a Stock Benefit Trust(Employee Shareholding Association Purchase-type) Agreement (the “TrustAgreement”) with the Company as the trustor and Mizuho Trust & Banking Co., Ltd.
as the trustee (hereinafter the trust to be established pursuant to the Trust Agreement isreferred to as the “Trust”). Mizuho Trust & Banking Co., Ltd. will enter into anagreement with Trust & Custody Services Bank, Ltd. to re-entrust the administration oftrust assets such as securities with Trust & Custody Services Bank, Ltd. as the re-trustee.
Trust & Custody Services Bank, Ltd. will collectively acquire and place in thetrust account E to be established at Trust & Custody Services Bank, Ltd. (“TrustAccount E”) the equivalent number of the Company’s shares that the Shareholding
Association is expected to purchase over the next four (4) years, and thereafter, will sell
the Company’s shares to the Shareholding Association upon its acquisition of shares.
If the amount equivalent to the net gains on the sale of the Company’s shares to theShareholding Association by the Trust Account E accumulates within the trust assetsof the Trust by the time of termination of the Trust, such money will be distributed as
the residual assets to members of the Shareholding Association meeting the beneficiary
requirements (employees).
Meanwhile, the Company will act as guarantor for the borrowing undertaken by
the trust bank to purchase the Company’s shares, and will repay any outstanding portionof the loan if there are remaining borrowings equivalent to the loss on the sale of theshares at the time of termination of the Trust due to a decrease in the market price of
the Company’s shares or otherwise.

3. Structure of the Plan
Stock Market(3) Purchase of the Company’s shares(6) Repayment

Financial Institution[Trustee] Mizuho Trust & Banking(2) LoanLoan(2) Debt guarantee(1) Establishment of trust[Trust Account E][Trustor](7) Exercise of voting rights

Trust & Custody Services Bank, Ltd.

The Company

Company’s shares(7) Instructions on exercise of voting rights

Administrator(4) Funds

Shareholding Association

ShareholdingAssociation

(1)
(2)

(3)

(4)
(5)

(5) Funds

Trust[Beneficiaries]
Members of the(5) Company’s shares(8) Funds (upon termination of the Trust)

The Company shall contribute funds to Trust Account E and establish a third-party
benefit trust.
The trustee (Mizuho Trust & Banking) shall borrow from the financial institution
the funds for acquiring shares (the Company provides the financial institution witha guarantee of the loan).
The trustee (Mizuho Trust & Banking) shall re-entrust the borrowed funds to Trust
Account E, and Trust Account E shall acquire the Company’s shares through thestock market using such funds.
Members of the Shareholding Association shall pay into the Shareholding
Association along with their incentive pay.
The Shareholding Association shall use the purchase funds contributed by theemployees on a monthly basis to purchase the Company’s shares from the Trust
Account E at the prevailing market price.

(6)

(7)

(8)

The trustee (Mizuho Trust & Banking) shall repay the principal of its loan using
the Trust Account E’s proceeds from the sale of shares to the Shareholding
Association, and pay the interest on the loan using funds such as the dividends that
the Trust Account E receives from the Company.
During the trust period, the trustee (Mizuho Trust & Banking) shall exercise thevoting rights concerning the Company’s shares held in Trust Account E under theinstructions on the exercise of voting rights received from the trust administrator.
The Trust is terminated upon the expiration of the trust period or due to causes suchas the depletion of trust assets. Residual shares held by the Trust will be soldupon termination of the Trust. Any surplus that remains after full repayment of
the loan will be distributed to the members of the Shareholding Association.
(In the event that the trustee (Mizuho Trust & Banking) is not able to repay its loanusing the trust assets upon termination of the Trust, the Company will repay theloan as required under the debt guarantee.)

4. Overview of the Trust(1) Purpose of the trust:(2) Trustor:(3) Trustee:(4) Beneficiaries:(5) Trust Establishment Date:(6) Term of the Trust:

Steady provision of the Company’s shares to theShareholding Association and delivery to thebeneficiaries of profits generated by theadministration and disposition of trust assets.
The Company
Mizuho Trust & Banking Co., Ltd.
Mizuho Trust & Banking Co., Ltd. is scheduled toconclude a comprehensive trust agreement with
Trust & Custody Services Bank, Ltd., upon which
Trust & Custody Services Bank, Ltd. will become
the re-trustee.
Members of the Shareholding Association whomeet the beneficiary requirements
September 1, 2017 (scheduled)
September 1, 2017 – September 10, 2021
(scheduled)5. Details of Acquisition of the Company’s Shares by the Trust(1) Stock to be Acquired:
Common stock of the Company(2) Total Acquisition Price:
JPY 21,400 million(3) Period of Acquisition of Stock:
September 1, 2017 – September 30, 2017(scheduled)(4) Method of Acquiring Stock:
Stock market transaction
End of Document