[TRANSLATION]
May 16, 2022
To Whom It May Concern:
Name of Company: Central Japan Railway Company
Name of Representative: Shin Kaneko,
President and Representative Director(Code: 9022, Prime Market of the TSE and Premier Market of the NSE)
Contact Person: Kentaro Takeda,
Corporate Executive Officer and General Manager of the Public Relations Department(Telephone No.: +81-52-564-2549)
Notice of Partial Amendment to the Articles of Incorporation
At the meeting of the Board of Directors held on May 16, 2022, the Company made a resolution
to bring a proposal to partially amend the Articles of Incorporation at the 35th ordinary general
meeting of shareholders scheduled to be held on June 23, 2022.
1.

Reason for Amendment to the Articles of Incorporation(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 themanagement responsibilities and further strengthen the corporate governance and others, the termof office of directors shall be shortened from two (2) years to one (1) year and, along with this, theterm adjustment provision should be deleted.
(2)
Article 34, Article 35 and Article 36 shall be newly established in order to allow theCompany to make payment of dividends from surplus and/or others by a resolution of the Board ofDirectors as the term of office of directors is shortened: accordingly, Article 10, Article 35 andArticle 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 aresolution of the Board of Directors, in the case where it can be reasonably considered difficult tohold 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 withsuch amendment, after the enforcement date of the amendment concerning Measures for ElectronicProvision of Information, companies issuing book-entry transfer shares are obligated to stipulate intheir articles of incorporation that they will take measures for electronic provision of informationthat constitutes the content of reference documents, etc. for general meetings of shareholders.

Accordingly, as well as necessary amendments, provisions to determine the scope of items to bestated in the documents to be delivered to shareholders who requested the physical delivery thereofand supplementary 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 set forth in the exhibit attached hereto.

3.

Schedule
Date for Ordinary General Meeting of Shareholders to Resolve the Amendment to theArticles of Incorporation: June 23, 2022 (scheduled)
Effective Date of the Amendment to the Articles of Incorporation: June 23, 2022(scheduled)

End of Document

[Exhibit](Changes have been denoted by underlining.)
Before Amendment
Article 10. (Acquisition of Its Own Shares)
The Company may, by a resolution of the Board ofAfter 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 thematters to be described or indicated in reference
documents for the general meeting of shareholders,business

reports,

non-consolidated

financialstatements and consolidated financial statements,on the condition that such information is disclosed
through the Internet in accordance with theMinistry of Justice Ordinance.

(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 Article325-2 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 theThe term of office of a Director shall expire at thecloseof

theordinary

generalmeetingofcloseof

theordinary

generalmeetingofshareholders regarding the last business year

shareholders regarding the last business year

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

ending 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 CorporateAuditors)
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 ofCorporate 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.

Article 31. through Article 33.

(Description Omitted.)(Unchanged.)(Newly established.)

Article 34. (Organization to Determine Dividends
from Surplus, etc.)
The Company may, except as otherwise provided
for by law, determine the matters specified in eachof 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 ofpayment thereof.
3. The cash provided for in the immediately preceding
paragraph shall not bear interest even within theperiod provided for in the immediately precedingparagraph.
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 fromSurplus)
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 theCompany shall make the payment thereof, theCompany shall be relieved from the obligation ofpayment 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 thesupplementary provision of the Act for Partial
Amendment to the Companies Act (Act No. 70,2019) (“Enforcement Date”).
2. Notwithstanding

theimmediatelypreceding

paragraph, Article 16 of the current Articles ofIncorporation shall remain in force with respect toa 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 theEnforcement Date, or on the date when three (3)months have elapsed from the date of the general
meetingofshareholders

setforthintheimmediately preceding paragraph, whichever islater.