[TRANSLATION]
May 28, 2020
To: Shareholders
Name of Company: Central Japan Railway Company
Name of Representative: Shin Kaneko,
President and Representative Director(Code: 9022, First Sections of the TSE and NSE)
Contact Person: Kentaro Takeda
Corporate Officer and General Manager of the Public Relations Department(Telephone No.: +81-52-564-2549)

Supplementary Explanation on the Proposal
at the 33rd Ordinary General Meeting of Shareholders
With regard to Proposal No. 2 (Election of sixteen (16) Directors) at the 33rd ordinary
general meeting of shareholders of Central Japan Railway Company (the “Company”) to beheld on June 23, 2020 (the “General Meeting of Shareholders”), we would like to provide
additional information regarding the matters that some shareholders have inquired about, asfollows.
Our shareholders are kindly requested to confirm the following and approve the above
Proposal.
1. Number and ratio of outside directors
We propose the election of directors at general meetings of shareholders upon duly
selecting candidates for directors by resolutions of the Board of Directors from among those
who are deemed to be the most appropriate, by comprehensively taking into account theirabilities, insights and background and other factors, regardless of gender, age or nationality.
Upon approval and adoption of Proposal No. 2 at the General Meeting of Shareholders,
three (3) out of sixteen (16) directors will be outside directors. With regard to outside
directors, we believe that they will contribute to the maintenance and further developmentof the sound management of the Company by, for example, providing many helpful opinions
on the execution of the Company’s business in light of their varied experiences outside theCompany and their deep insights.
Mr. Takashi Saeki, Candidate No. 14, held key positions, including President andRepresentative Director of TOHO GAS Co., Ltd. (“TOHO GAS”) and Chairman of theAichi Prefecture Public Safety Commission, and has provided the Company with many
helpful opinions on the management of the Company based on his wide experience and deep
insights, from standpoints of corporate management, finance and accounting, compliance,
and the maintenance and development of local communities.
Mr. Haruo Kasama, Candidate No. 15, held key positions, including Superintending
Prosecutor of the Tokyo High Public Prosecutors Office and thereafter Prosecutor-General,and has wide experience and deep insights in the area of law, and we believe that he will
provide many helpful opinions on the management of the Company from a legal point ofview, particularly in the field of corporate governance and legal compliance.
Mr. Taku Oshima, Candidate No. 16, is currently demonstrating his outstanding
management skills as President and Representative Director of NGK INSULATORS, LTD.,
has wide experience with and deep insights into corporate management, and we believe that

he will provide many helpful opinions on the management of the Company, particularly
from the perspectives of manufacturing and technology.
As members of the Board of Directors, outside directors have participated in importantmanagement deliberations and have properly supervised the execution of directors’ duties.
In addition, prior to meetings of the Board of Directors, all outside directors andmanagement personnel exchange opinions on matters including important management
issues, such as nomination and compensation of directors, which leads to constructive
discussion at such meetings of the Board of Directors.
Therefore, we believe that these three candidates to be outside directors as indicated inProposal No. 2 at the General Meeting of Shareholders will play major roles as outside
directors, including exercising appropriate supervision of the status of execution of directors’
duties, based on their past achievements, varied experiences outside the Company and deep
insights, regardless of the ratio of outside directors to the total number of directors and theratio of outside directors and outside audit and supervisory board members to the total
number of the directors and the audit and supervisory board members.

2. Absence of female director candidates
We propose election of directors at general meetings of shareholders, upon duly selecting
candidates for directors by resolutions of the Board of Directors, from among those who aredeemed to be the most appropriate, by comprehensively taking into account their abilities,
insights and background and other factors, regardless of gender, age or nationality.
The Government of Japan is strongly promoting the empowerment of women as one ofthe pillars of growth strategies and we are fully aware of its importance and have nointention to exclude women from becoming directors. Nevertheless, the Company has neverappointed women as directors. At this General Meeting of Shareholders as well, there areno female candidates for directors in Proposal No. 2. However, we consider that, if this
proposal is approved and adopted, the Company will be able to secure the most appropriate
system for the execution of the Company’s business. In order to manage the Company,
which is centered on the railway business, it is crucial that management personnel have athorough understanding of the nature of our business based on their extensive experience.
Under the Labor Standards Act that was in effect at the time of the establishment of theCompany, women were prohibited from conducting late-night work in principle with theexception of some limited types of jobs. Therefore, the Company had no choice but to hire
only a limited number of women. Subsequently, in response to the amendment to the Labor
Standards Act in 1997, the Company began to significantly increase the hiring of female
employees. As a result, the percentage of female employees of the Company has risen from
1.3% as of the end of FY 1996 to approximately 11% as of the end of FY 2019. The
Company currently has a large number of female managers, but it does not have any female
directors yet. In March 2016, we announced the “Common Employers’ Action Plan Basedon the Act on Promotion of Women’s Participation and Advancement in the Workplace”
with a five-year planning period up to March 2021 and we are taking actions based on thisaction plan.
We intend to continue to appoint, as directors, those who will be able to contribute to themaintenance and further development of sound management of the Company, bycomprehensively taking into account their abilities, insights, background and other factors,
regardless of gender. We ask for our shareholders’ understanding.

3. Independence of outside directors(1) Mr. Takashi Saeki, Candidate No. 14
We determine the independence of each outside director in accordance with theindependence criteria stipulated by the Tokyo Stock Exchange, Inc. Mr. Takashi Saeki
served as an officer of TOHO GAS Co., Ltd., including as President and Representative
Director, and is currently serving as Advisor to TOHO GAS. Although the Company pays
gas fees to TOHO GAS, TOHO GAS supplies gas to the vast majority of companies in theTokai region, and the Company is just one of such companies which receive gas supply foruse at their offices in the Tokai region. In addition, the annual amount paid by the Company
to TOHO GAS in the last three fiscal years was less than 0.1% of the annual gross revenueof TOHO GAS. Accordingly, we consider that such fact shall not constitute a factor
hindering Mr. Saeki’s independence in any way.
(2) Mr. Taku Oshima, Candidate No. 16
We determine the independence of each outside director in accordance with theindependence criteria stipulated by the Tokyo Stock Exchange, Inc. Mr. Taku Oshima iscurrently serving as President and Representative Director of NGK INSULATORS, LTD.
We consider that, although the Company purchases insulators for train lines from NGKINSULATORS, it shall not constitute a factor hindering Mr. Oshima’s independence in anyway, because the annual amount paid by the Company to NGK INSULATORS in the last
three fiscal years was less than 0.1% of the annual gross revenue of NGK INSULATORS.
End of Document