#1TRANSLATION NOTICE OF THE 36TH ORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD IN TOKYO, JAPAN ON JUNE 22, 2023 (This is a translation, for information purposes only, of the original Japanese language Notice of the General Meeting of Shareholders which has been dispatched to shareholders in Japan. The financial statements included in this Business Report have been prepared in accordance with the Business Corporation Law and related laws and regulations of Japan.) EAST JAPAN RAILWAY COMPANY TOKYO, JAPAN 1#2TO OUR SHAREHOLDERS TRANSLATION May 31, 2023 East Japan Railway Company 2-2, Yoyogi 2-chome, Shibuya-ku, Tokyo Japan Yuji Fukasawa President and CEO Notice of Convocation of the 36th Ordinary General Meeting of Shareholders This is to inform you that the Company's 36th Ordinary General Meeting of Shareholders will be held as described below. For convocation of this General Meeting of Shareholders, the Company has adopted the electronic provision of information contained in the Reference Documents, etc. for the General Meeting of Shareholders (Matters concerning Electronic Provision), which is posted on the following websites on the Internet. Please visit either of these websites to confirm the information. [The Company's website] https://www.jreast.co.jp/investor/soukai/ (in Japanese) [Tokyo Stock Exchange website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese) (Access the TSE website by using the internet address shown above, enter "East Japan Railway Company" in "Issue name (company name)" or the Company's securities code "9020" in "Code,” and click "Search.” Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting".) WHEN YOU EXERCISE YOUR VOTING RIGHTS IN WRITING OR BY AN ELECTRONIC METHOD (VIA THE INTERNET, ETC.), AFTER EXAMINING THE ATTACHED REFERENCE MATERIALS FOR THE GENERAL MEETING OF SHAREHOLDERS, PLEASE EXERCISE YOUR VOTING RIGHTS BY NO LATER THAN 6:00 P.M. ON WEDNESDAY, JUNE 21, 2023. [Exercise of voting rights in writing] Please return by mail the form after indicating your votes so that it will arrive at the Company by no later than the above-mentioned deadline. [Exercise of voting rights by an electronic method (via the Internet, etc.)] Please read the "Guide to Exercise of Voting Rights" on pages 3 to 4 and follow the instructions on the voting website to exercise your voting rights by the above-mentiones deadline 2#3PARTICULARS 1. Date: 2. At 10:00 a.m., on Thursday, June 22, 2023 Place: Hotel New Otani (The Main) 4-1, Kioi-cho, Chiyoda-ku, Tokyo, Japan 3. Purpose of the Meeting: Matters to be reported: 1. 2. Presentation of the Business Report and the Consolidated Financial Statements for the 36th fiscal year from April 1, 2022 through March 31, 2023, and Results of Audit by the Accounting Auditor and the Board of Corporate Auditors on the Consolidated Financial Statements Presentation of the Non-Consolidated Financial Statements for the 36th fiscal year from April 1, 2022 through March 31, 2023 Matters to be resolved: 4. (1) Agenda Item No. 1: Agenda Item No. 2: Agenda Item No. 3: Who Agenda Item No. 4: Agenda Item No. 5: Proposal for Appropriation of Retained Earnings Partial Amendment to the Articles of Incorporation Election of eleven (11) Directors (Excluding Directors Are Audit and Supervisory Committee Members) Election of four (4) Directors Who Are Audit and Supervisory Committee Members Determination of Remuneration Amount for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Agenda Item No. 6: Determination of Remuneration Amount for Directors Who Are Audit and Supervisory Committee Members Other Matters concerning Convocation Procedures If no indication of approval or disapproval is made for each agenda item on the returned Voting Rights Exercise Form, it will be treated as "approved." (2) If you exercise voting rights in writing more than once, only the vote in writing having the latest date will be counted. (3) If you exercise voting rights by an electronic method (via the Internet, etc.) more than once, only the last vote will be counted. 3#4(4) If you exercise voting rights both in writing and by an electronic method (via the Internet, etc.), only the vote submitted by the electronic method (via the Internet, etc.) will be counted. ********** Notes: * If you attend the Meeting on the appointed date, please bring the form with you for exercising voting rights and surrender it to the receptionist at the place of the Meeting. * Of the Matters concerning Electronic Provision, in accordance with the applicable laws and regulations and Article 16, Paragraph 2 of the Company's Articles of Incorporation, Major Business, Main Bases, etc., Status of Employees, Items related to the Company's Shares, Status of Accounting Auditors, and Frameworks for Ensuring Appropriateness of Business Operations and their Status in the Business Report, Consolidated Statement of Changes in Net Assets, Notes to Consolidated Financial Statements, and Non-Consolidated Statement of Changes in Net Assets and Notes to Non-Consolidated Financial Statements shall not be included in this Notice of Convocation. These items are part of the Business Report audited by the Corporate Auditors and the Consolidated and Non-consolidated Financial Statements audited by the Accounting Auditor and the Corporate Auditors. * Any revisions to the Matters concerning Electronic Provision shall be posted on the respective websites where they are posted. * Matters resolved at the General Meeting of Shareholders will be placed on the Company's website. 4#5REFERENCE MATERIALS FOR THE GENERAL MEETING OF SHAREHOLDERS Agenda and Reference Materials Agenda Item No. 1: Proposal for Appropriation of Retained Earnings Our basic approach to capital policy is to keep shareholders' equity at the level required to maintain and grow operational foundations in a sustainable way while paying stable cash dividends and implementing share repurchases flexibly in light of performance to steadily increase returns to shareholders. We are aiming to realize a total return ratio of 40% and dividend payout ratio of 30% over the medium to long term in accordance with the JR East Group Management Vision "Move Up" 2027. Based on such policy, we propose to appropriate retained earnings as described below. For this fiscal year, an interim cash dividend of ¥50 per share was previously paid in December 2022, and a year-end cash dividend of ¥50 per share is proposed. Matters concerning year-end dividend (1) Type of dividend Cash (2) (3) Information regarding allotment of dividend to shareholders (including amount) Dividend per share of the Company's common stock: Total amount of dividend paid: ¥50 ¥18,879,895,300 Total annual dividend will be ¥100 per share including the interim dividend of ¥50 per share. Effective date of dividend June 23, 2023 Reference Materials common to Agenda Items No. 2 through No. 6 Agenda Items No. 2 (partially excluded) through No. 6, to be proposed at this General Meeting of Shareholders are all related to the Company's transition to a company with Audit and Supervisory Committee. In making these proposals, we would like to show an image of a company with Audit and Supervisory Committee, comparing with a company with Board of Corporate Auditors, and explain the Company's framework after the transition as follows. (1) Image of a company with Audit and Supervisory Committee Election/Dismissal General Meeting of Shareholders Election/Dismissal Board of Directors Audit and Supervision Audit and Supervisory Committee Directors (excluding Directors who are Audit and Supervisory Committee Members) *Term of Office: 1 year Decisions on important business Directors who are Audit and Supervisory Committee Members *Term of Office: 2 years Audit and Supervisory Committee Members also attend the Board of Directors meetings (Unlike Corporate Auditors, own voting rights in the Board of Directors) Delegation of partial authority to Directors (Reporting of status of business execution) 5#6Comparison of a company with Audit and Supervisory Committee and Board of Corporate Auditors and the Company's framework after the transition Organization to be changed Election Term of office Decisions on important business Authority to state opinions on election, etc., and remuneration, etc., of Directors (excluding Directors who are Audit and Supervisory Committee Members) A Company with Board of Corporate Auditors (Present Organization) Corporate Auditors, Board of Corporate Auditors Election of Directors and Corporate Auditors Director: 2 years (1 year for the Company) Corporate Auditors: 4 years No delegation of authority to Directors None A Company with Audit and Supervisory Committee (After Change) Audit and Supervisory Committee Election by distinguishing Directors who are Audit and Supervisory Committee Members and other Directors Directors (excluding Directors who are Audit and Supervisory Committee Members): 1 year Directors who are Audit and Supervisory Committee Members: 2 years Delegation may be made to Directors (excluding Directors who are Audit and Supervisory Committee Members), in whole or in part, except as otherwise provided by law. Yes (Audit and Supervisory Committee members appointed by the Audit and Supervisory Committee may state opinions of the Committee at a General Meeting of Shareholders) Agenda Item No. 2 Number of Directors Directors: 12 (of which, 4 Outside) Directors (excluding Directors who are Audit and Supervisory Committee Agenda Item Members): 11 (of which, 4 Outside) No. 3 and Corporate Auditors Corporate Auditors: 5 (of which, 4 Outside) Directors who are Audit and Supervisory Committee Members: 4 (of Agenda Item which, 3 Outside) No. 4 Directors: 15 (of which, 7 Outside) The maximum amount of remuneration for Directors Directors: Up to ¥900 million per year (of which, up to ¥70 million per year for Outside) Directors (excluding Directors who are Audit and Supervisory Committee Members): Up to ¥900 million per year Agenda Item No. 5 (of which, up to ¥100 million per year for Outside) Corporate Auditors: Up to ¥11 million per month To enhance corporate governance by expediting decision-making and business execution, strengthening the supervisory function of the Board of Directors, and further increasing corporate value Directors who are Audit and Supervisory Committee Members: Up to ¥140 Agenda Item million per year No. 6 Agenda Item No. 2: Partial amendment to the Articles of Incorporation 1. Reasons for amendment (1) In order to enhance discussions at Board of Directors meetings regarding important Group management items, such as the Basic Policy and strategies for management of the Group as a whole, the authority to make business execution decisions is will be delegated from the Board of Directors to Executive Directors, with the exception of particularly important items. In order to expedite decision-making and business execution, enhance corporate governance by strengthening the supervisory function of the Board of Directors, and further increase corporate value, the Company proposes to adopt a Company with Audit and Supervisory Committee. Accompanying this change, the Company proposes to make the necessary changes, including the establishment of new provisions regarding Audit and Supervisory Committee members and the Audit and Supervisory Committee, the deletion of provisions regarding Corporate Auditors and the Board of Corporate Auditors, and the establishment of new provisions regarding delegation of decision of execution of important operations. These amendments to the Articles of Incorporation will become effective at the conclusion of this General Meeting of Shareholders. 6#7(2) The Company proposes to delete the Special Advisor from Article 25 of the current Articles of Incorporation as the Company has abolished the position of Special Advisor appointed based on such article. 2. Details of amendment The proposed amendment is as follows: Current Provisions Chapter I. General Provisions Articles 1. to 3. (text omitted) (Newly established) Article 4. (text omitted) Chapter II. Shares Articles 5. to 9. (text omitted) Share Handling Regulations Article 10. The entry or recording in the Company's Shareholder Register and the register of stock acquisition rights, the purchase and sale of shares constituting less than one unit, and any other handling of shares and stock acquisition rights shall be governed by the Share Handling Regulations established by the Board of Directors. Article 11. (text omitted) Shareholder Register Administrator Article 12. (text omitted) 2. Shareholder Register Administrator and the place of business thereof shall be determined by resolution of the Board of Directors, and a public notice shall be given. 3. (text omitted) Chapter III. General Meeting of Shareholders Articles 13. to 19. (text omitted) (Underlines indicate changes) Proposed Amendment Chapter I. General Provisions Articles 1. to 3. (same as present) Organs Article 4. The Company shall have, in addition to the General Meeting of Shareholders and Directors, the following organs: (1) Board of Directors (2) Audit and Supervisory Committee (3) Accounting Auditor Article 5. (same as present) Chapter II. Shares Articles 6. to 10. (same as present) Share Handling Regulations Article 11. The entry or recording in the Company's Shareholder Register and the register of stock acquisition rights, the purchase and sale of shares constituting less than one unit, and any other handling of shares and stock acquisition rights shall be governed by the Share Handling Regulations established by the Board of Directors or by Directors delegated by resolution of the Board of Directors. Article 12. (same as present) Shareholder Register Administrator Article 13. (same as present) 2. Shareholder Register Administrator and the place of business thereof shall be determined by the Board of Directors or Director delegated by resolution of the Board of Directors, and a public notice shall be given. 3. (same as present) Chapter III. General Meeting of Shareholders Articles 14. to 20. (same as present) 7#8Current Provisions Chapter IV. Directors and Board of Directors Number of Directors Article 20. (text omitted) (Newly established) Resolution for Election of Directors Article 21. Resolutions on the election of Directors shall be made by a majority of the votes of the shareholders present at the meeting where the shareholders holding at least one-third of the voting rights of the shareholders entitled to exercise their votes at such meetings are present. 2. (text omitted) Term of Office of Directors Article 22. The term of office of a Director shall expire at the conclusion of the ordinary general meeting of shareholders for the last business year out of the business years ending within one (1) year after the election. (Newly established) (Newly established) Representative Directors and Executive Directors Article 23. The Company shall have one (1) President, selected from among the Directors by resolution of the Board of Directors. Proposed Amendment Chapter IV. Directors and Board of Directors Number of Directors Article 21. (same as present) 2. Of the Directors set forth in the preceding paragraph, no more than five (5) Directors shall be Audit and Supervisory Committee members. Resolution for Election of Directors Article 22. Resolutions on the election of Directors shall be made separately for Directors who are Audit and Supervisory Committee Members and other Directors, by a majority of the votes of the shareholders present at the meeting where the shareholders holding at least one-third of the voting rights of the shareholders entitled to exercise their votes at such meetings are present. 2. (same as present) Term of Office of Directors Article 23. The term of office of Director (excluding Directors who are Audit and Supervisory Committee Members) shall expire at the conclusion of the annual general meeting of shareholders for the last business year out of the business years ending within one (1) year after the election of the Director. 2. The term of office of a Director who is an Audit and Supervisory Committee Member shall expire at the conclusion of the annual general meeting of shareholders for the last business year out of the business years ending within two (2) years after the election of the Director. 3. The term of office of a Director who is an Audit and Supervisory Committee Member elected to fill a vacancy shall expire when the term of office of the predecessor expires. Representative Directors and Executive Directors Article 24. The Company shall have one (1) President, selected from among the Directors (excluding Directors who are Audit and Supervisory Committee members) by resolution of the Board of 8#9Current Provisions 2. 4. (text omitted) 5. In addition to the President, the Board of Directors may, by resolution, select a few Directors to represent the Company. 6.-7. (text omitted) Board of Directors Article 24. The Company shall have a Board of Directors. 2. (text omitted) 3-4 (text omitted) 5. Notice of a meeting of the Board of Directors shall be given to each Director and Corporate Auditor at least three (3) days prior to the date of the meeting; provided, however, that this period may be shortened in case of emergency and unavoidable circumstances. 6. When all Directors agree in writing or by electromagnetic record to the matters to be resolved by the Board of Directors, it shall be deemed that the resolution of the Board of Directors to approve such matter has been passed; provided, however, that this provision shall not apply if the Corporate Auditor objects thereto. 7. (text omitted) Advisor and Special Advisor Article 25. The Company may, by resolution of the Board of Directors, appoint a few Advisors and Special Advisors. 2. The Advisors and Special Advisors shall respond to the President's consultation on general and specific affairs of the Company, respectively. Article 26. (text omitted) (Newly established) Directors. Proposed Amendment 2.-4. (same as present) 5. In addition to the President, the Board of Directors may, by resolution, select a few Directors to represent the Company from among the Directors (excluding Directors who are Audit and Supervisory Board members). 6.-7. (same as present) Board of Directors Article 25. (deleted) (same as present) 2-3 (same as present) 4. Notice of a meeting of the Board of Directors shall be given to each Director at least three (3) days prior to the date of the meeting; provided, however, that this period may be shortened in case of emergency and unavoidable circumstances. 5. When all Directors (limited to those who may participate in the voting on such matters) agree in writing or by electromagnetic record to the matters to be resolved by the Board of Directors, it shall be deemed that the resolution of the Board of Directors to approve such matter has been passed. 6. (same as present) Advisor Article 26. The Company may, by resolution of the Board of Directors, appoint a few Advisors. 2. The Advisors shall respond to the President's consultation on general affairs of the Company. Article 27. (same as present) Delegation of Important Business Decisions Article 28. Pursuant to Article 399-13, Paragraph 6 of the Companies Act, the Company may, by resolution of the Board of Directors, delegate all or part of decisions of execution of important 9#10Current Provisions Chapter V. Corporate Auditors, Board of Corporate Auditors Number of Corporate Auditors Article 27. The Company shall have not more than five (5) Corporate Auditors. Resolution for Election of Corporate Auditors Article 28. The provisions of Article 21, Paragraph 1 shall apply mutatis mutandis to Corporate Auditors. Term of Office of Corporate Auditors Article 29 The term of office of a Corporate Auditor shall expire at the conclusion of the ordinary general meeting of shareholders for the last business year out of the business years ending within four (4) years after the election of the Corporate Auditor. 2 The term of office of a Corporate Auditor elected to fill a vacancy shall expire when the term of office of the predecessor expires. Full-time Corporate Auditor Article 30. The Board of Corporate Auditors shall, by its resolution, select a few full-time Corporate Auditors from among the Corporate Auditors. Board of Corporate Auditors Article 31. The Company shall have a Board of Corporate Auditors. 2. Meetings of the Board of Corporate Auditors shall be convened by each Corporate Auditor. 3. Notice of a meeting of the Board of Corporate Auditors shall be sent to each Corporate Auditor at least three (3) days prior to the date of the meeting; provided, however, that this period may be shortened in case of emergency and unavoidable circumstances. 4. Other items relating to the Board of Corporate Auditors shall be governed by the Rules of the Board of Corporate Auditors established by the Board of Proposed Amendment operations (excluding the items listed in Paragraph 5 of the same article) to the Directors. Chapter V. Audit and Supervisory Committee (Deleted) (Deleted) (Deleted) Full-time Audit and Supervisory Committee Members Article 29. The Audit and Supervisory Committee shall, by its resolution, select a few full-time Audit and Supervisory Committee members from among the Audit and Supervisory Committee members. Audit and Supervisory Committee Article 30. (deleted) (Deleted) Notice of a meeting of the Audit and Supervisory Committee shall be sent to each Audit and Supervisory Committee member at least three (3) days prior to the date of the meeting; provided, however, that this period may be shortened in case of emergency and unavoidable circumstances. 2. Other items relating to the Audit and Supervisory Committee shall be governed by the Rules of the Audit and Supervisory 10#11Current Provisions Corporate Auditors, unless otherwise provided for by laws and regulations or these Articles of Incorporation. Agreement on Limitation of Liability of Corporate Auditors Article 32 Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may execute an agreement with Corporate Auditors to limit their liability under Article 423, Paragraph 1 of the Companies Act; provided, however, that the maximum amount of liability under such agreement shall be the amount stipulated by law. Chapter VI. Accounting Auditor Accounting Auditor Article 33. The Company shall have an Accounting Auditor. Articles 34. to 35. (text omitted) Chapter VII. Accounting Articles 36. to 38. (text omitted) (Newly established) Agenda Item No. 3: Proposed Amendment Committee established by the Audit and Supervisory Committee, unless otherwise provided for by laws and regulations or these Articles of Incorporation. (Deleted) Chapter VI. Accounting Auditor (Deleted) Articles 31. to 32. (same as present) Chapter VII. Accounting Articles 33. to 35. (same as present) Supplementary Provisions Transitional Measures for Liability Limitation Agreement of Corporate Auditors Regarding the liability limitation agreement already executed with the Corporate Auditors (including former Corporate Auditors) prior to the conclusion of the 36th General Meeting of Shareholders to be held in June 2023, the previous provisions shall continue to apply. Election of eleven (11) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) If the Agenda Item No. 2 "Partial Amendments to the Articles of Incorporation" is approved as proposed, the Company will transition to a Company with Audit and Supervisory Committee at the conclusion of this General Meeting of Shareholders, and the terms of office of all twelve (12) Directors will expire. Accordingly, the Company proposes the election of eleven (11) Directors (excluding Directors who are Audit and Supervisory Committee Members). This Agenda item shall become effective on condition that the amendments to the Articles of Incorporation in Agenda Item No. 2 takes effect. Each candidate shall be as follows: 11#12No. of Candidate Name Tetsuro Tomita 1. Reappointment Yuji Fukasawa 2. Reappointment 3. Yoichi Kise Reappointment 4. 5. 6. Katsumi Ise Reappointment Chiharu Watari Reappointment Atsuko Itoh Reappointment Hitoshi Suzuki 7. New appointment 8. Motoshige Itoh Reappointment Independent Current Position and Business in Charge at the Company Chairman (Director) President and CEO (Representative Director) Executive Vice President (Representative Director) Assistant to President, Director General of Marketing Headquarters; In charge of Shinagawa Developments; In charge of Regional Revitalization Executive Vice President (Representative Director) Executive Vice President; Assistant to President; Director General of Innovation Strategy Headquarters Executive Director Director General of Corporate Strategies Headquarters Executive Director In charge of Audit Department; In charge of Corporate Communication Department of the Corporate Strategies Headquarters; In charge of Corporate & Legal Strategies Department; In charge of Organizational Restructuring Senior Executive Officer Deputy Director General of Railway Business Headquarters (Transport & Rolling Stock) Director Outside Reiko Amano Director 9. Reappointment Independent Outside Hiroko Kawamoto Director 10. Reappointment Independent Outside 12#1311. Toshio Iwamoto Reappointment Independent Outside Director 13#14No. of Candidate Name (Date of Birth) Brief Personal History, Positions and Responsibilities, and Important Concurrent Positions Number of Company Shares owned by Candidate Reason for Selection as Director Candidate 1 Reappointment Tetsuro Tomita (October 10, 1951) April 1974 Entered Japanese National Railways April 1987 Entered the Company June 1998 General Manager of Life-Style Business Development Headquarters June 2000 Director and General Manager of Management Administration Department, Corporate Planning Headquarters June 2003 Executive Director and Deputy Director General of Corporate Planning Headquarters July 2004 Executive Director and Deputy Director General of Corporate Planning Headquarters and General Manager of IT Business Department, Corporate Planning Headquarters June 2005 Executive Director and Deputy Director General of Corporate Planning Headquarters June 2008 Executive Vice President and Representative Director and Director General of Life-Style Business Development Headquarters June 2009 Executive Vice President and Representative Director and Director General of Corporate Planning Headquarters April 2012 President and Representative Director and Director General of Corporate Planning Headquarters June 2012 President and Representative Director April 2018 Chairman and Director (to present) Important concurrent positions Outside Director of Nippon Steel Corporation Outside Director of Nippon Life Insurance Company Outside Director of ENEOS Holdings, Inc. 11,000 shares Mr. Tetsuro Tomita has served as President and Representative Director of the Company, taken on a strong leadership role in overall businesses and led the management of the Group over the 14#15years. Currently he performs his duties as Chairman and Director and is committed to the proper operation of the Board of Directors from the viewpoint of its chairman based on his broad knowledge and experience in corporate management. He is suitable as a Director based on his execution capability, sound judgment and insight necessary for company management as he is highly acquainted with all aspects of the business. No. of Candidate Name (Date of Birth) Brief Personal History, Positions and Responsibilities, and Important Concurrent Positions Number of Company Shares owned by Candidate Reason for Selection as Director Candidate 2 Reappointment Yuji Fukasawa (November 1, 1954) April 1978 Entered Japanese National Railways April 1987 Entered the Company June 2003 General Manager of Investment Planning Department, Corporate Planning Headquarters June 2006 Director and General Manager of Personnel Department and Director of JR East General Education Center June 2008 Executive Director June 2012 Executive Vice President and Representative Director April 2018 President and Representative Director (to present) 7,600 share As President and Representative Director of the Company, Mr. Yuji Fukasawa has been committed to promoting new growth strategies toward the realization of the Group Management Vision "Move Up" 2027. In order to overcome the significant impact of COVID-19 on the Group's performance, he has been working to speed up the transformation in line with structural reforms. He also performs his duties by taking on a strong leadership role in organizational restructuring to create new value by advocating integration and collaboration across the Group. He is suitable as a Director based on his execution capability, sound judgment and insight necessary for company management as he is highly acquainted with all aspects of the business. No. of Candidate 3 Reappointment Name (Date of Birth) Yoichi Kise (August 26, 1964) 15#16Brief Personal History, Positions and Responsibilities, and Important Concurrent Positions Number of Company Shares owned by Candidate Reason for Selection as Director Candidate April 1989 Entered the Company June 2014 General Manager of Personnel Department and Director of JR East General Education Center June 2015 Executive Officer and General Manager of Personnel Department June 2017 Executive Officer and General Manager of Management Planning Department, Corporate Planning Headquarters June 2018 Executive Director and Director General of Corporate Planning Headquarters June 2020 Executive Director and Director General of Life-style Business Development Headquarters June 2021 Executive Vice President and Representative Director; Assistant to President (in general); Director General of Life-style Business Development Headquarters; In charge of Shinagawa Development; In charge of Work & Welfare Strategies Department; In charge of Regional Revitalization June 2022 Executive Vice President and Representative Director; Assistant to President (in general); Director General of Marketing Headquarters; In charge of Shinagawa Development and Regional Revitalization (to present) 2,200 shares Mr. Yoichi Kise has primarily been engaged in investment planning, human resources, and corporate planning, and currently serves as Executive Vice President and Representative Director, assisting the President in all aspects of operations. In addition, as Director General of the Marketing Headquarters, launched in June 2022 with the aim of integrating and collaborating the three businesses of transportation services, lifestyle services, and IT/Suica services, he fulfills his responsibilities through his achievements in improving the profitability of existing businesses, strengthening the real estate business through the establishment of REIT investment corporation and collaboration with other companies, promoting community development in the Takanawa area, and creating new value through the promotion of tourism flow using MaaS. He is suitable as a Director based on his execution capability, sound judgment and insight necessary for company management as he is highly acquainted with all aspects of the business. 16#17No. of Candidate Name (Date of Birth) Brief Personal History, Positions and Responsibilities, and Important Concurrent Positions Number of Company Shares owned by Candidate Reason for Selection as Director Candidate 4 Reappointment Katsumi Ise (February 12, 1965) April 1988 Entered the Company May 2015 General Manager of Facilities Department, Railway Operations Headquarters June 2015 General Manager of Investment Planning Department, Corporate Planning Headquarters June 2015 Executive Officer and General Manager of Investment Planning Department, Corporate Planning Headquarters June 2016 Executive Officer and General Manager of Facilities Department, Railway Operations Headquarters June 2018 Senior Executive Officer June 2021 Executive Vice President and Representative Director; Assistant to President (in general); Director General of Technology Innovation Headquarters June 2022 Executive Vice President and Representative Director; Assistant to President (in general); Director General of Innovation Strategy Headquarters (to present) 1,300 share Mr. Katsumi Ise has been mainly engaged in railway facility maintenance and investment planning, and currently serves as Executive Vice President and Representative Director, assisting the President and Representative Director in all aspects of operations. In addition, as Director General of Innovation Strategy Headquarters, he fulfills his responsibilities by promoting the Company's DX strategy, improving the level of information security, and furthermore, by achieving results in technological innovation for the next generation and in the development of digital human resources development through the Innovation College, etc. He is suitable as a Director based on his execution capability, sound judgment and insight necessary for company management as he is highly acquainted with all aspects of the business. No. of Candidate Name (Date of Birth) 5 Reappointment Chiharu Watari (January 30, 1963) 17#18Brief Personal History, Positions and Responsibilities, and Important Concurrent Positions Number of Company Shares owned by Candidate Reason for Selection as Director Candidate April 1988 Entered the Company June 2013 General Manager of Administration Department June 2013 General Manager of Transport Safety Department, Railway Operations Headquarters June 2014 Executive Officer and General Manager of Transport Safety Department, Railway Operations Headquarters June 2016 Executive Officer and General Manager of Yokohama Branch Office June 2018 Director and Deputy Director General of Corporate Planning Headquarters of Hokkaido Railway Company June 2020 Managing Director and Director General of Corporate Planning Headquarters June 2022 Managing Director and Director General of Corporate Strategies Headquarters (to present) 1,500 shares Mr. Chiharu Watari has been mainly engaged in safety and stable transportation in the railway business, and in general affairs, and has also been responsible for regional railway operations as General Manager of Yokohama Branch Office. Currently, as Executive Director and Director General of Corporate Strategies Headquarters, he fulfills his responsibilities by promoting Group management and addressing various management issues in order to realize the Group Management Vision "Move Up" 2027. He is suitable as a Director based on his execution capability, sound judgment and insight necessary for company management as he is highly acquainted with all aspects of the business. No. of Candidate Name (Date of Birth) Brief Personal History, Positions and Responsibilities, and Important Concurrent Positions Reappointment Woman Atsuko Itoh (November 15, 1966) April 1990 Entered the Company June 2016 General Manager of Management Planning Department, Corporate Planning Headquarters June 2018 Executive Officer and General Manager of Finance Department 18#19Number of Company Shares owned by Candidate Reason for Selection as Director Candidate June 2020 Executive Officer and General Manager of Management Planning Department, Corporate Planning Headquarters June 2021 Managing Director June 2022 Managing Director in charge of Audit Department; In charge of Corporate Communication Department of the Corporate Strategies Headquarters; In charge of Corporate & Legal Strategies Department; In charge of Organizational Restructuring (to present) 4,171 shares Ms. Atsuko Itoh has been mainly engaged in finance and corporate planning, and is currently fulfilling her responsibilities as Managing Director by strengthening the management structure through reorganization of the head office, branch offices, and frontline offices, and promoting compliance and risk management through strategic dissemination of information and conducting audits consistently. She is suitable as a Director based on her execution capability, sound judgment and insight necessary for company management as she is highly acquainted with all aspects of the business. No. of Candidate Name (Date of Birth) Brief Personal History, Positions and Responsibilities, and Important Concurrent Positions Number of Company Shares owned by Candidate Reason for Selection as Director Candidate 7 New Hitoshi Suzuki (October 19, 1963) April 1988 Entered the Company June 2018 Executive Officer and General Manager of Transport & Rolling Stock Department, Railway Business Headquarters June 2021 Managing Executive Officer June 2022 Managing Executive Officer; Deputy Director General of Railway Business Headquarters (Transport & Rolling Stock) (to present) 559 shares Mr. Hitoshi Suzuki has been mainly engaged in transport and rolling stock business of railway operations. As Managing Executive Officer, he fulfills his current responsibilities by improving the level of safety and stable transportation, establishing transportation schedules that meet the needs of customers and the communities, and promoting new train 19#20operations such as conductorless operations and automated operations, as well as restructuring frontline offices related to train crews and rolling stocks. He is suitable as a Director based on his execution capability, sound judgment and insight necessary for company management as he is highly acquainted with all aspects of the business. No. of Candidate 8 Name (Date of Birth) Brief Personal History, Positions and Responsibilities, and Important Concurrent Positions Number of Company Shares owned by Candidate Tenure of Outside Director Reason for Selection as Outside Director Candidate and Expected Roles Reappointment Independent Outside Motoshige Itoh (December 19, 1951) December 1993 Professor of the University of Tokyo, Faculty of Economics April 1996 Professor of the University of Tokyo, Graduate School of Economics October 2007 Dean of the University of Tokyo, Graduate School of Economics and Faculty of Economics June 2015 Director of the Company (to present) April 2016 Professor of Gakushuin University, Faculty of International Social Sciences Important concurrent positions: Outside Director of Hagoromo Foods Corporation Outside Director (Audit and Supervisory Board Member) of Shizuoka Financial Group, Inc. Outside Director of Sumitomo Chemical Company, Limited Outside Director of JX Nippon Mining & Metals Corporation 0 shares 8 years Mr. Motoshige Itoh has experience as professor at the University of Tokyo and Gakushuin University, and Dean of the Graduate School of Economics and Faculty of Economics of the University of Tokyo. He is suitable as an outside Director based on his sound judgment and insight necessary for company management and his ability to supervise and advise on the Company's management. If he is elected, he will continue to perform a supervisory function on overall business operations based on his broad experience and academic expertise on international economy, and as a member of the Personnel Deliberation Committee and the Remuneration Deliberation Committee, ensure suitability of director candidates and objectivity and transparency of the process with respect to personnel matters concerning the Company's directors, and ensure 20 20#21Matters Concerning Independence objectivity and transparency of the remuneration determination process for the Company's directors. Mr. Motoshige Itoh satisfies the Company's "Criteria for Independence of Outside Officers," and the Company has designated him as an independent officer as stipulated by the listed stock exchanges. If his appointment is approved, he will continue to be an independent officer. He has worked at the University of Tokyo (National University Corporation, the University of Tokyo) to which the Company makes donation and with which the Company has a transactional relationship, but for the last three (3) fiscal years the amount of donation and other payments to such corporation has been no more than 2% of the annual total income of such corporation and the payment from such corporation to the Company has been no more than 2% of the annual consolidated net sales of the Company. Also, he has worked at Gakushuin University (The Gakushuin School Corporation) with which the Company has a transactional relationship, but for the last three (3) fiscal years the payment from such corporation to the Company has been no more than 2% of the annual consolidated net sales of the Company. Reappointment Independent Outside No. of Candidate 9 Name (Date of Birth) Brief Personal History, Positions and Responsibilities, and Important Concurrent Positions Woman Reiko Amano (January 21, 1954) April 1980 Entered Kajima Corporation April 2005 Senior Manager of Technology Development Department Civil Engineering Management Division April 2011 General Manager of Intellectual Property and License Department February 2014 Advisor of Intellectual Property and License Department September 2014 Retired Kajima Corporation October 2014 Councilor of Research Center for Reinforcement of Resilience Function, National Research Institute for Earth Science and Disaster Resilience April 2015 Auditor of National Institute for Environmental Studies April 2016 Executive Director of National Research Institute for Earth Science and Disaster Resilience 21#22Number of Company Shares owned by Candidate Tenure of Outside Director Reason for Selection as Outside Director Candidate and Expected Roles Matters Concerning Independence June 2016 Director of the Company (to present) September 2019 Auditor of Japan Atomic Energy Agency Important concurrent positions: Outside Director of Yokogawa Bridge Holdings Corp. 0 shares 7 years Ms. Reiko Amano held important offices at Kajima Corporation, National Research Institute for Earth Science and Disaster Resilience, National Institute for Environmental Studies and Japan Atomic Energy Agency. She is suitable as an outside Director based on her sound judgment and insight necessary for company management and her ability to supervise and advise on the Company's management. If she is elected, she will continue to perform a supervisory function on overall business operations based on her broad experience and expertise on technological innovation, disaster prevention and intellectual property strategies, and as a member of the Personnel Deliberation Committee and the Remuneration Deliberation Committee, ensure suitability of director candidates and objectivity and transparency of the process with respect to personnel matters concerning the Company's directors, and ensure objectivity and transparency of the remuneration determination process for the Company's directors. Ms. Reiko Amano satisfies the Company's "Criteria for Independence of Outside Officers," and the Company has appointed her as an independent officer as stipulated by the stock exchanges on which the Company is listed on. If her appointment is approved, she will continue to be an independent officer. She has worked at Kajima Corporation with which the Company has a transactional relationship, but for the last three (3) fiscal years the volume of business has been no more than 2% of the annual consolidated net sales of both companies. Also she has worked as executive director at the National Research Institute for Earth Science and Disaster Resilience with which the Company has a transactional relationship, but for the last three (3) fiscal years the payment from the Company to such corporation has been no more than 2% of the Institute's total annual revenue. She has worked at National Institute for Environmental Studies, but there is no relationship to be disclosed between each of these entities and the Company for the last three (3) fiscal years. In addition, she has worked at Japan Atomic Energy Agency, but there is no relationship to be disclosed between each of these entities and the Company for the last three (3) fiscal years. 22 22#23No. of Candidate 10 Reappointment Independent Outside Woman Name (Date of Birth) Brief Personal History, Positions and Responsibilities, and Important Concurrent Positions Number of Company Shares owned by Candidate Tenure of Outside Director Reason for Selection as Hiroko Kawamoto (February 13, 1957) July 1979 Entered ALL NIPPON AIRWAYS CO., LTD. April 2013 Director and Executive Officer; Deputy Director of Operating Division; General Manager of Inflight Services Center April 2014 Executive Director and Executive Officer; In charge of Women's Promotion; Deputy Director of Operating Division; General Manager of Inflight Services Center April 2015 Executive Director and Executive Officer; In charge of Women's Promotion; In charge of ANA Brand Inflight Services Division January 2016 Managing Director and Executive Officer; In charge of Women's Promotion and ANA Brand Inflight Services Division; Deputy Head of Tokyo Olympics and Paralympics Promotion HeadquartersApril 2016 Director and Senior Executive Officer; In charge of Women's Promotion of ANA Group; Promotion Officer for the Tokyo Olympic and Paralympic Games April 2017 Vice President and Representative Director of ANA Strategic Research Institute Co., Ltd. April 2020 Chairman and Director of ANA Strategic Research Institute Co., Ltd. June 2020 Director of the Company (to present) April 2021 Special Advisor of ANA Strategic Research Institute Co., Ltd. Important concurrent positions: Outside Director of Sumitomo Mitsui Trust Holdings, Inc. Outside Director of RENAISSANCE INCORPORATED Outside Director of Canon Marketing Japan Inc. 0 shares 3 years Ms. Hiroko Kawamoto held important offices at ALL NIPPON 23 25#24Outside Director Candidate and Expected Roles Matters Concerning Independence AIRWAYS CO., LTD. and ANA Strategic Research Institute Co., Ltd. She is suitable as an outside Director based on her sound judgment and insight necessary for company management and her ability to supervise and advise on the Company's management. If she is elected, she will perform a supervisory function on overall business operations based on her broad experience and expertise on customer service and diversity promotion, and as a member of the Personnel Deliberation Committee and the Remuneration Deliberation Committee, ensure suitability of director candidates and objectivity and transparency of the process with respect to personnel matters concerning the Company's directors, and ensure objectivity and transparency of the remuneration determination process for the Company's directors. Ms. Hiroko Kawamoto satisfies the Company's "Criteria for Independence of Outside Officers," and the Company has appointed her as an independent officer as stipulated by the stock exchanges on which the Company is listed on. If her appointment is approved, she will continue to be an independent officer. She has worked at ALL NIPPON AIRWAYS CO., LTD. with which the Company has a transactional relationship, but for the last three (3) fiscal years the volume of business has been no more than 2% of the annual consolidated net sales of both companies. She has worked at ANA Strategic Research Institute Co., Ltd., but there is no relationship to be disclosed between the said company and the Company for the last three (3) fiscal years. No. of Candidate 11 Name (Date of Birth) Brief Personal History, Positions and Responsibilities, and Important Concurrent Positions Reappointment Independent Outside Toshio Iwamoto (January 5, 1953) April 1976 Entered Nippon Telegraph and Telephone Public Corporation June 2004 Director; Head of Payment Solution Sector of NTT DATA Corporation June 2007 Director, Executive Vice President; Head of Financial Business Sector June 2008 Director, Executive Vice President; In charge of Financial Business June 2009 Representative Director, Senior Executive Vice President June 2012 Representative Director, President and Chief Executive Officer June 2018 Advisor of NTT DATA Corporation (to present) 24 24#25Number of Company Shares owned by Candidate Tenure of Outside Director Reason for Selection as Outside Director Candidate and Expected Roles Matters Concerning Independence June 2022 Director of the Company (to present) Important concurrent positions: Advisor of NTT DATA Corporation Outside Corporate Auditor of IHI Corporation Outside Director of Daiwa Securities Group Inc. 0 shares 1 year Mr. Toshio Iwamoto held important offices including Representative Director, President and Chief Executive Officer at NTT DATA Corporation. He is suitable as an outside Director based on his sound judgment and insight necessary for company management and his ability to supervise and advise on the Company's management. If he is elected, he will continue to perform a supervisory function on overall business operations based on his broad experience and expertise on company management leading IT and other technology areas and global businesses, and as the Chair of the Personnel Deliberation Committee and Remuneration Deliberation Committee, ensure the suitability of director candidates and objectivity and transparency of the process with respect to personnel matters concerning the Company's directors, and ensure the objectivity and transparency of the remuneration determination process for the Company's directors. The Company has designated Mr. Toshio Iwamoto as an independent officer as stipulated by the stock exchanges on which the Company is listed on. If his appointment is approved, he will continue to be an independent officer. He has been working at NTT DATA Corporation with which the Company has a transactional relationship, but for the last three (3) fiscal years the volume of business has been no more than 2% of the annual consolidated net sales of both companies. Notes: 1. There is no special interest between the Company and these candidates. 2. Mr. Motoshige Itoh, Ms. Reiko Amano, Ms. Hiroko Kawamoto and Mr. Toshio Iwamoto are Outside Director candidates. Although Mr. Motoshige Itoh and Ms. Reiko Amano have not engaged in company management, we believe that they can perform duties as outside Directors based on "Reason for Selection as Outside Director Candidate" stated above. 3. The Company has executed agreements with four (4) candidates, Mr. 25#26Motoshige Itoh, Ms. Reiko Amano, Ms. Hiroko Kawamoto and Mr. Toshio Iwamoto, to limit their liability as provided for in Article 423, Paragraph 1 of the Companies Act. The maximum amount of such liability under such agreement shall be the amount stipulated by laws and regulations. If the election of the four (4) candidates is approved, the Company intends to continue such agreement with them. 4. The Company has executed a directors and officers liability insurance agreement with an insurance company in accordance with Article 430-3, Paragraph 1 of the Companies Act. The insurance agreement covers the legal costs and damages incurred by the insured, including the Company's Directors, due to third-party lawsuits and shareholder derivative lawsuits; excluding in the event the Company pursues liability for damages against the insured. The insurance premiums are fully borne by the Company and the agreement is renewed annually. If each candidate is elected as Director, he or she will be the insured under this insurance agreement. Agenda Item No. 4: Election of four (4) Directors Who Are Audit and Supervisory Committee Members If the Agenda Item No. 2 “Partial Amendment to the Articles of Incorporation" is approved as proposed, the Company will transition to a company with Audit and Supervisory Committee. Accordingly, the Company proposes the election of four (4) Directors who are Audit and Supervisory Committee Members. In addition, consent for this Agenda item has been obtained from the Board of Corporate Auditors. This Agenda item shall become effective on condition that the amendments to the Articles of Incorporation in Agenda Item No. 2 takes effect. Each candidate shall be as follows: 26#27No. of Candidate 1. 2. 3. Name Takashi Kinoshita New appointment Independent Outside Masaki Ogata New appointment Current Position at the Company Full-time Corporate Auditor Kimitaka Mori Corporate Auditor New appointment Independent Outside Hiroshi Koike 4. Corporate Auditor New appointment Independent Outside No. of Candidate 1 New Independent Name (Date of Birth) Brief Personal History, Positions and Responsibilities, and Important Concurrent Positions Number of Company Shares owned by Candidate Outside Takashi Kinoshita (December 23, 1961) April 1985 Joined the National Police Agency August 2010 Chief of Iwate Police Headquarters February 2012 Director General of Organized Crime Department, Tokyo Metropolitan Police April 2013 Director of Public Safety Division, Security Bureau, National Police Agency January 2014 Director of Security Planning Division, Security Bureau August 2014 Director General of Organized Crime Department, Criminal Investigation Bureau August 2016 Chief of Fukuoka Police Headquarters September 2017 Director General of Criminal Investigation Bureau August 2018 Retired Criminal Investigation Bureau June 2019 Full-time Corporate Auditor of the Company (to present) 0 shares 27 27#28Reason for Selection as Outside Director Candidate Who Is an Audit and Supervisory Committee Member and Expected Roles Matters Concerning Independence Mr. Takashi Kinoshita has served in various key positions in the National Police Agency, equipped with the judgment and insight required for auditing the execution of business operations. We believe that he is qualified for the position of director as a member of the Audit and Supervisory Committee based on his experience as an outside corporate auditor of the Company, where he worked to strengthen governance by auditing the overall execution of business operations. If he is elected, we believe that he will utilize his abundant insight and knowledge gained thus far as well as his auditing experience at the Company to carry out audits and supervision of the overall execution of business operations as Audit and Supervisory Committee Member. Mr. Takashi Kinoshita satisfies the "Criteria for Independence of Outside Officers" established by the Company, and if his appointment is approved, the Company intends to designate him as an independent officer as stipulated by the listed stock exchanges. Although he has worked at the National Police Agency and there are transactions between the police-related agencies and the Company, payments from each agency to the Company in the three (3) immediately preceding fiscal years accounted for less than 2% of the Company's annual consolidated net sales. No. of Candidate Name (Date of Birth) Brief Personal History, Positions and Responsibilities, and Important Concurrent Positions 2 New Masaki Ogata (February 16, 1952) April 1974 Entered Japanese National Railways April 1987 Entered the Company June 1998 General Manager of Transport Safety Department, Railway Business Headquarters June 2000 General Manager of Corporate Communications Department June 2002 Director, General Manager of Transport & Rolling Stock Department, Railway Business Headquarters June 2004 Managing Director, Deputy Director General of Railway Business Headquarters June 2006 Managing Director, Director General of IT Business Headquarters, Deputy Director General of Railway Business Headquarters July 2007 Managing Director, Director General of IT & Suica Business Headquarters, Deputy Director General of Railway Business 28#29Headquarters June 2008 Executive Vice President and Representative Director; Director General of Railway Business Headquarters; Director General of IT & Suica Business Headquarters June 2009 Executive Vice President and Representative Director; Director General of Railway Business Headquarters June 2010 Executive Vice President and Representative Director June 2011 Vice Chairman and Director June 2012 Vice Chairman and Director in charge of technology (in general) and international affairs (in general) June 2020 Retired Vice Chairman and Director Number of Company Shares owned by Candidate Reason for Selection as Director Candidate Who Is an Audit and Supervisory Committee Member Important concurrent positions: Auditor of The Norinchukin Bank 10,500 shares Mr. Masaki Ogata has served as Vice Chairman of the Board of Directors of the Company and in other key positions in the Company's railway business divisions, etc. and outside the Company as chairman of the International Union of Public Transport, equipped with the judgment and insight required for auditing the execution of business operations. We believe that he is qualified for the position of director as a member of the Audit and Supervisory Committee, because of his overall knowledge of the company's operations, including his achievements in raising the level of safety and stable transportation in the railway business, technological innovation, and overseas business fields. No. of Candidate 3 New Independent Outside Name (Date of Birth) Brief Personal History, Positions and Responsibilities, and Important Concurrent Positions Kimitaka Mori (June 30, 1957) April 1980 Joined Shinwa Audit Corporation (now KPMG AZSA LLC) June 2000 Representative Partner of Asahi & Co. (now KPMG AZSA LLC) June 2004 Head of Financial Service, AZSA & Co. (now KPMG AZSA LLC) 29#30Number of Company Shares owned by Candidate Reason for Selection as Outside Director Candidate Who Is an Audit and Supervisory Committee Member and Expected Roles Matters Concerning Independence June 2006 Director of Head Office July 2011 KPMG AZSA LLC Chairman of KPMG Financial Service Japan June 2013 Retired from KPMG AZSA LLC July 2013 Chairman of the Japanese Institute of Certified Public Accountants July 2013 Established Mori Certified Public Accountant Office Head of the office (to present) June 2017 Corporate Auditor of the Company (to present) Important concurrent positions Certified Public Accountant Outside Director of Japan Exchange Group, Inc. Outside Corporate Auditor of Mitsui & Co. Outside Director of Sumitomo Life Insurance Company 100 shares Mr. Kimitaka Mori has been engaged in corporate audits as a certified public accountant for many years, equipped with the judgment and insight required for auditing the execution of business operations from a professional standpoint regarding corporate finance and accounting. We believe that he is qualified for the position of director as a member of the Audit and Supervisory Committee based on his experience as an outside corporate auditor of the Company, where he worked to strengthen governance by auditing the overall execution of business operations. If he is elected, we believe that he will utilize his abundant insight and knowledge gained thus far as well as his auditing experience at the Company to carry out audits and supervision of the overall execution of business operations as Audit and Supervisory Committee Member. Mr. Kimitaka Mori satisfies the "Criteria for Independence of Outside Officers" established by the Company, and if his appointment is approved, the Company intends to designate him as an independent officer as stipulated by the listed stock exchanges. Although he has worked at KPMG AZSA LLC, the Company's external accounting auditor, the total amount of remuneration paid by the Company to this audit firm for audit certification services and non-audit services in the three (3) immediately preceding fiscal years was less than 2% of the firm's total annual revenue. 30 50#31No. of Candidate 4 New Independent Outside Name (Date of Birth) Brief Personal History, Positions and Responsibilities, and Important Concurrent Positions Number of Company Shares owned by Candidate Reason for Selection as Outside Director Candidate Who Is an Audit and Supervisory Committee Member and Expected Roles Matters Concerning Independence Hiroshi Koike (July 3, 1951) April 1977 Assistant Judge of the Osaka District Court August 2004 Judge of the Tokyo District Court (Presiding Judge) January 2006 Director General of Financial Bureau, General Secretariat of the Supreme Court July 2010 Chief Judge of the Mito District Court March 2012 Judge of the Tokyo High Court (Presiding Judge) July 2013 Chief Judge of the Tokyo District Court April 2014 President of the Tokyo High Court April 2015 Justice of the Supreme Court July 2021 Retired from the Supreme Court June 2022 Corporate Auditor of the Company (to present) 0 shares Mr. Hiroshi Koike has extensive experience and achievements in the legal profession, including in public administration, equipped with the judgment and insight required for auditing the execution of business operations. We believe that he is qualified for the position of director as a member of the Audit and Supervisory Committee based on his experience as an outside corporate auditor of the Company, where he worked to strengthen governance by auditing the overall execution of business operations. If he is elected, we believe that he will utilize his abundant insight and knowledge gained thus far as well as his auditing experience at the Company to carry out audits and supervision of the overall execution of business operations as Audit and Supervisory Committee Member. Mr. Hiroshi Koike satisfies the "Criteria for Independence of Outside Officers" established by the Company, and if his appointment is approved, the Company intends to designate him as an independent officer as stipulated by the listed stock exchanges. He has worked at courts with which the Company has no relationship that needs to be disclosed for the last three (3) fiscal years. 31#32Notes: 1. There is no special interest between the Company and these candidates. 2. Mr. Takashi Kinoshita, Mr. Kimitaka Mori and Mr. Hiroshi Koike are the candidates for Outside Director. Although the three candidates have not engaged in the company management, we believe that they can perform duties as an outside Director based on "Reason for Selection as Outside Director Candidate Who Is an Audit and Supervisory Committee Member" stated above. 3. The Company has executed agreements with Mr. Takashi Kinoshita, Mr. Kimitaka Mori and Mr. Hiroshi Koike to limit their liability as provided for in Article 423, Paragraph 1 of the Companies Act. The maximum amount of such liability under such agreement shall be the amount stipulated by laws and regulations. If the election of the three candidates is approved, the Company intends to continue such agreement with them. If Mr. Masaki Ogata is elected, the Company intends to execute such agreement with him. 4. The Company has executed a directors and officers liability insurance agreement with an insurance company in accordance with Article 430-3, Paragraph 1 of the Companies Act. The insurance agreement covers the legal costs and damages incurred by the insured, including the Company's Directors, due to third-party lawsuits and shareholder derivative lawsuits; excluding in the event the Company pursues liability for damages against the insured. The insurance premiums are fully borne by the Company and the agreement is renewed annually. If each candidate is elected as Director, he will be the insured under this insurance agreement. 32#33(Reference) Major Skills Held by each Director candidate Major skills held by and areas especially expected of each Director candidate are as follows. Name Company management and business strategy Realization of an inclusive society and promotion of ESG management Finance and accounting Development of personnel Compliance and creation and risk management of job satisfaction Legal Technology innovation and DX (digital transformation| Global business Transportati on services and safety Lifestyle services, creating cities and offering new lifestyles IT, Suica service and MaaS Regional revitalization . . • • • • . Tetsuro Tomita . . . . Yuji Fukasawa • • . • Yoichi Kise . • . Katsumi Ise • • . Chiharu Watari Atsuko Itoh • Hitoshi Suzuki • • Motoshige Itoh . . . Reiko Amano • Hiroko Kawamoto • Toshio Iwamoto • • • . Takashi Kinoshita (Audit and Supervisory Committee Member) 33 . .#34Masaki Ogata (Audit and Supervisory Committee Member) Kimitaka Mori (Audit and Supervisory Committee Member) Hiroshi Koike (Audit and Supervisory Committee Member) Note: The above table does not represent all expertise and experience of each Director candidate. 34#35Agenda Item No. 5: Determination of Remuneration Amount for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) If the Agenda Item No. 2 “Partial Amendment to the Articles of Incorporation" is approved as proposed, the Company will transition to a company with Audit and Supervisory Committee. The amount of remuneration for directors of the Company was resolved at the 29th General Meeting of Shareholders held on June 23, 2016 to be no more than ¥900 million per year (including ¥70 million per year for outside directors), and is currently set at this amount. In order to allow the Company to flexibly respond to an increase in the number of outside directors from the viewpoint of strengthening governance, the Company proposes to abolish this provision and newly set the amount of remuneration for directors (excluding Directors who are Audit and Supervisory Committee Members) at no more than ¥900 million per year (including no more than ¥100 million per year for outside directors). This Agenda item was resolved by the Board of Directors comprehensively considering the size of the Company's business, the current executive remuneration system and its payment level, as well as the need for the Company to be able to respond flexibly to future demand for stronger governance, etc., and based on the report from the Remuneration Deliberation Committee, which the Company believes to be an appropriate decision. In addition, if this Agenda item is approved, the Company plans to change the policy for determining the content of remuneration, etc. for individual directors, as described on page 46 and below, to increase the proportion of performance-linked remuneration for directors (excluding directors who are Audit and Supervisory Committee Members and outside directors). As in the past, the amount of such remuneration will not include the employee's portion of salaries of directors who serve concurrently as employees of the Company. The current number of directors is 12 (including 4 outside directors), but if Agenda Items No. 2 and No. 3, “Election of 11 Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)," are approved, the number of directors (excluding Directors who are Audit and Supervisory Committee Members) in relation to this Agenda will be 11 (including 4 outside directors). This Agenda item shall become effective on condition that the amendments to the Articles of Incorporation in Agenda Item No. 2 takes effect. Agenda Item No. 6: Determination of Remuneration Amount for Directors Who Are Audit and Supervisory Committee Members If the Agenda Item No. 2 "Partial Amendments to the Articles of Incorporation" is approved as proposed, the Company will transition to a company with Audit and Supervisory Committee. Accordingly, the Company proposes to set the amount of remuneration for directors who are Audit and Supervisory Committee Members at no more than ¥140 million per year. 35 555#36This Agenda item was determined comprehensively considering the responsibilities to be fulfilled by Audit and Supervisory Committee members in the governance of the Company and the need for the Company to be able to respond flexibly to future demand for stronger governance, etc., which the Company believes to be an appropriate decision. If Agenda Items No. 2 and No. 4, "Election of 4 Directors Who are Audit and Supervisory Committee Members," are approved, the number of directors who are Audit and Supervisory Committee Members in relation to this Agenda will be 4. This Agenda item shall become effective on condition that the amendments to the Articles of Incorporation in Agenda Item No. 2 takes effect. 36#37BUSINESS REPORT For the fiscal year from April 1, 2022 through March 31, 2023 I. Matters concerning Current Status of the Group 1. Business Progress and Results (1) Initiatives to Realize Group Management Vision "Move Up" 2027 With the aim of realizing "Move Up" 2027, the Group will pursue efforts to "Enhancement of Profitability: Restructuring of our Growth and Innovation Strategy," "Fundamental Strengthening of Management Culture: Structural Reform," "Promotion of Strategies for Growth Foundation,” and “Practice of ESG management,” while continuing to position "Safety" at the top of its management priorities. O Safety is Our Top Priority The Group will further refine our safe and stable transportation and earn deeper trust from customers and communities, which is fundamental to the Group's entire operations. In addition, each employee will work while being cognizant of the nature of his or her duties and proactively address risks, and we will devote our resources to reducing disaster-related risks given the increasing severity of natural disasters in recent years. Through these efforts, the Group will minimize the risk of occurrence of major accidents and will aim to achieve zero accidents involving passenger injuries or fatalities and zero accidents involving employee fatalities. In addition, the Group will promote initiatives to reform service quality, including preventing the spread of impact on our customers in the event of abnormalities. The Group will also expand and accelerate installation of automatic platform gates and other features by using the fare system established by the government in March 2023 to make train stations barrier-free. О Enhancing Profitability (Restructuring our Growth and Innovation Strategyinnovation strategies) With the keywords "post-COVID” and “inbound,” seizing the recovery in travel momentum and transportation demand, the Group will launch new products and services that match the changes in lifestyles of people and venture into new fields taking advantage of the Group's strengths, in order to create new profit streams. Construction for the introduction of upgraded cars on the Chuo Rapid Line and new train cars will be promoted, and full-scale construction of the Haneda Airport Access Line (tentative name) will commence in fiscal 2023 with the aim of opening in fiscal 2031. To create services that integrate the three businesses, we will provide more attentive services to customers in response to demand, increase sales of "Hakobyn," attract inbound customers through overseas promotions, develop MaaS using "Tabi-CONNECT" in various areas, strengthen the product lineup at “JRE MALL,” and further expand “STATION WORK.” In addition, we will accelerate our aggressive strategy, including the development of various attractive urban areas such as "TAKANAWA GATEWAY CITY" and rotational business model in the real estate segment. 37#38о Reform) Fundamental Strengthening of Management Culture: (Foundation: Structural The Group will aim for a flexible cost structure for the sustainable operation of its railway business into the future. In order to do so, the Group will work to reduce fixed operation costs by for example using new technologies such as automated operation and smart maintenance, streamlining equipment, and revising work processes through technology development that utilizes ideas of front-line employees. Like the "off-peak commuter pass" service introduced in March 2023, the Group will conduct review to achieve more flexible management of the fundamentals for the operation of the railway business, such as train fare systems and train schedules, based on how services are used. At the same time, for local lines, we will advance discussions with local municipalities, etc. in areas alongside the railway lines to establish sustainable transportation systems. Moreover, the Company is restructuring its organization with the aim of flexibly responding to the rapidly changing business environment and enhancing management structure through the improvement of each employee's motivation for work and the improvement of productivity. We will promote the transfer of authority and integration among systems or between frontline offices and planning departments in order to create value and solve problems more speedily and at locations closer to customers, while expanding the fields for our employees' success. Promotion of Strategies for Growth Foundation The Group will clarify the strategies such as those related to human resources, innovation and intellectual property, and finance and investment that form the foundation of our efforts, and work as one towards the realization of the vision. Regarding human resource strategy, the Group will establish a system where its employees' bold challenges are rewarded and improve their well-being. In order to drastically reform our business structure, we will aim for human capital management that accelerates management strategy by utilizing internal talented people and securing external talented people in our focused and growth areas. In addition, regarding innovation and intellectual property strategies, the Group will promote strategic acquisition and utilization of intellectual property in each business. It will do so while promoting business creation and operational efficiency with digital transformation (DX) such as technology development that uses internal and external technologies and insights, etc. and business improvement and value creation that uses digital technology. Furthermore, regarding finance and investment strategies, the Group will pursue consolidated cash flow management based on a medium- to long-term perspective, while further promoting the system that enables front-line employees to come up with ideas and be creative. Practice of ESG Management From the environment, social, and governance perspectives, the Group will pursue ESG management and make efforts to contribute to the sustainable development of local 38#39communities by solving social issues through its businesses. At the same time, the Group will also promote efforts geared toward achieving the Sustainable Development Goals (SDGs). With respect to the environment, the Group will pursue reducing CO2 emissions by fiscal 2030 to zero in the Tohoku Region toward “Zero Carbon Challenge 2050." With respect to regional revitalization, the Group will promote a range of initiatives, including opening of new stations, town-building centered around regional core stations, and promoting sixtriary industrialization, i.e., diversification by primary producers, to stimulate local economies. In addition, for the purpose of further expediting decision-making and business execution, as well as strengthening the supervisory function of the Board of Directors, the Company will shift to a "Company with an Audit and Supervisory Committee," subject to approval at the 36th Ordinary General Meeting of Shareholders. By steadily promoting these strategies to create economic value, and by making efforts to solve social issues through our business to contribute to the development of local communities, the Group will enhance the trust our customers and our local communities place in us, and aim for a sustainable group that continuously provides value to the world. (2) Overview In the consolidated fiscal year ended March 31, 2023, despite signs of gradual recovery, the Japanese economy remained sluggish due to the effects of COVID-19, rising prices of goods and services, supply constraints, changes in the financial and capital markets, and other factors. In light of this situation, under Speed Up "Move Up" 2027 announced in September 2020 as a policy tailored to the post-COVID-19 society, the JR East Group worked to enhance profitability, fundamentally strengthen our management culture, and implement ESG management, thereby accelerating our progress toward the achievement of "Move Up" 2027, our Group management vision, while positioning “Safety" as the top management priority. Aiming to achieve “the best in safety," the Group united as one group based on the “Group Safety Plan 2023" toward the enhancement and innovation of “safety conduct" and "safety management” by each employee through initiatives such as the reforming of rules and systems in view of large-scale disasters and other new risks and focusing on "what is working well.” The Group also promoted the installation of safety equipment that actively leverages new technologies, including the introduction of vehicles for replacement of utility poles in fiscal 2022 to implement anti-earthquake measures for utility poles of Shinkansen. With respect to "enhancing profitability (restructuring our growth and innovation strategies)," while the business environment surrounding the railway business is becoming increasingly severe, aiming to stimulate demand for travel and transportation, the Group launched various initiatives in connection with the "RAILWAY 150th Anniversary" and "SHINKANSEN YEAR 2022" projects including by utilizing ideas from field operation employees. In addition, under our belief that diversification of lifestyles presents a significant opportunity, the Group reestablished its growth and innovation strategies, combined physical networks, an area of the Group's strength, with digital technologies, and worked to propose new lifestyles and take on the challenge of entering new fields through initiatives such as advancing digitization, ticketless services and promotion of startup businesses. 39#40On "fundamentally strengthening our management culture (reforming our corporate structure)," the Group implemented initiatives to improve productivity, such as the expansion of conductorless operations, the promotion of automated operation technology, and the acceleration of digital transformation (DX) including through smart maintenance. Furthermore, in order to create a sustainable JR East Group since June 2022, the Group forged ahead with the three reforms of operational reform, working style reform, and worksite reform to enhance the job satisfaction of all Group employees, while advancing the restructuring of the JR East organization. As of March 31, 2023, "inter-organizational projects" are under way at a total of 34 locations, where our staff members across departments and organizations exercise their creativity and work close to customers in facing and resolving issues regarding their respective areas or lines. With regards to "implementing ESG management," the Group formulated the "Energy Vision 2027 - Connect” in July 2022 as our energy strategy for the future, and with a view to achieving net zero CO2 emissions for the entire Group by fiscal 2051, we introduced energy-saving equipment for stations, and trains and promoted energy-saving operations, as well as the development of renewable energy sources such as wind power and solar power. Also, aiming to realize regional revitalization through co-creation with communities, the Group promoted various initiatives, including community development centered on regional core stations in Iwaki, Aomori and Niigata, expanding service areas of multi-function regional IC cards in Yamagata and Hirosaki, and the opening of new stations on the Keiyo Line and the Tazawako Line. We will continue to make Group-wide efforts with the aim of realizing our management vision "Move Up" 2027. During the fiscal year under review, operating revenues increased by 21.6% from the previous year to ¥2,405.5 billion, due mainly to revenue increases in all segments, which were attributable to the recovery from the impact of COVID-19. As a result of such increase in operating revenues, we recorded operating profit of ¥140.6 billion (operating loss of ¥153.9 billion in fiscal 2022), ordinary profit of ¥110.9 billion (ordinary loss of ¥179.5 billion in fiscal 2022), and profit attributable to owners of parent of ¥99.2 billion (loss attributable to owners of parent of ¥94.9 billion in fiscal 2022). (3) Segment Information (a) Transportation In the Transportation segment, JR East made concerted Group-wide efforts to enforce rigorous measures in response to COVID-19 while ensuring the provision of safe and reliable transportation and high-quality services. As a result, operating revenues in the Transportation segment increased by 26.1%, to ¥1,680.3 billion, due mainly to increases in passenger revenues, which were attributable to the recovery from the impact of COVID-19, as well as the change in the timing of recording liabilities relating to Suica in revenues, and operating loss was ¥24.0 billion (operating loss of ¥285.3 billion in fiscal 2022). (b) Retail & Services In the Retail & Services segment, JR East pressed forward with the "Beyond Stations" concept to transform railway stations from transportation hubs to 40#41lifestyle platforms designed to connect people, things, and experiences. As a result, operating revenues in the Retail & Services segment increased by 16.4%, to ¥363.5 billion, due mainly to a 6 increase in the sales at stores in stations, and operating income increased by 149.9%, to ¥35.2 billion. (c) Real Estate & Hotels In the Real Estate & Hotels segment, JR East proceeded with the lifestyle development (town development) such as development of large-scale terminal stations and in line-side areas and enhanced the appeal of local towns and communities. As a result, operating revenues in the Real Estate & Hotels segment increased by 9.1%, to ¥409.7 billion, due mainly to an increase in the sales at hotels and shopping centers, and operating income increased by 3.5%, to ¥111.5 billion. (d) Others In the Others segment, JR East promoted measures such as the enhancement of the MaaS Platform, which realizes seamless and stress-free mobility, and further expanded the scope of use of Suica. As a result, operating revenues in the Others segment increased by 7.0%, to ¥223.1 billion, due mainly to an increase in the sales from the credit card business, and operating income increased by 47.9%, to ¥17.2 billion. (e) Financial Results by Segment Financial results by segment of the Group for this fiscal year are as set forth below. (Billions of yen) Amount on Consolidated Operating revenues Transporta tion Retail & Services Real Estate & Hotels Adjusted Others Total amount Statements of Income Outside 16,185 3,278 3,822 customers Inside group Total Segment income (loss) 617 357 275 16,803 3,635 4,097 769 1,462 2,231 24,055 2,712 26,768 24,055 (2,712) (2,712) 24,055 (240) 352 1,115 172 1,399 6 1,406 Note: The Company applies the Accounting Standard for Disclosures about Segments of an Enterprise and Related Information (Accounting Standards Board of Japan Statement No. 17, June 30, 2010) and the Guidance on Accounting Standard for Disclosures about Segments of an Enterprise and Related Information (Accounting Standards Board of Japan Guidance No. 20, March 21, 2008). The operating income (loss) of each segment of the Company corresponds to the segment income (loss) under the said Accounting Standard and Guidance. (4) Challenges 1. Basic Management Policies (Group Philosophy) 41#42We will earn the trust of our customers as a whole group by aiming for ultimate safety levels as our top priority. We will strengthen our network capabilities focusing on technologies and information, and we are committed to helping our customers and people in communities to realize affluent lives. 2. Changes to the Business Environment Although we expect that COVID-19 will subdue to a certain extent, people in Japan and abroad will become more active, and customer usage will steadily recover in the future, the level of usage will not fully return to what it was prior to COVID-19 due to the transformation in people's lifestyles. In addition, there are concerns about risks such as rising prices and interest rates, supply constraints, and fluctuations in the financial and capital markets. In addition, over the medium to long term, Japan's population is anticipated to further decline and age. At the same time, significant changes to the business environment are expected, including automated operation and other technological innovations as well as changes in globalization. Further, as more than 36 years have passed since its establishment, the Group faces various changes, including changes to railway systems and the rapid transition to the next generation of employees. 3. Medium-Term Management Strategies The Group had been managing its operations in line with the "Move Up" 2027 management vision in anticipation of changes to its business environment, but in September 2020, based on our belief that customer use of railways will not return to the pre-COVID-19 level, the Group announced Speed Up "Move Up" 2027, a policy tailored to the post- COVID-19 society. In addition to steadily implementing various measures, we will accelerate our progress toward the realization of "Move Up" 2027, especially in fiscal 2023, by making a major mode change to an aggressive stance and working to create new value. The Group will combine physical networks, an area of the Group's strength, and digital technologies. In conjunction, the Group will evolve the railway-centered business model by placing greater emphasis on people and work to reform our corporate structure. In addition, we will work to create value by integrating the three businesses of transportation services, lifestyle services, and IT & Suica services, and transform our business portfolio by proactively allocating management resources to businesses with large growth potential. Through these efforts, we aim to achieve a ratio of 5:5 as soon as possible between the "Mobility Business” centered on railroads and “Lifestyle Solutions Business" for our customers. 4. Management Benchmarks In our Group management vision “Move Up" 2027, we had set numerical targets for fiscal 2025, but considering the subsequent changes in the management environment, which 42#43changed rapidly with COVID-19, the following new numerical targets were set for fiscal 2027 in April 2023. We will continue to work as a unified Group to achieve our goals. Consolidated operating revenues Fiscal 2027 Targets ¥3,276.0 billion Fiscal 2022 April Plan Fiscal 2022 Actual Fiscal 2022 Actual/Plan ¥2,453.0 billion ¥2,405.5 billion 98.1% Mobility Transportation ¥2,019.0 billion ¥1,675.0 billion ¥1,618.5 billion 96.6% Retail & Services ¥654.0 billion ¥353.0 billion ¥327.8 billion 92.9% Lifestyle Solutions Real Estate & Hotels ¥507.0 billion ¥353.0 billion ¥382.2 billion 108.3% Others ¥96.0 billion ¥72.0 billion ¥76.9 billion 106.8% Consolidated operating profit (loss) ¥410.0 billion ¥153.0 billion ¥140.6 billion 91.9% Mobility Transportation ¥178.0 billion ¥10.0 billion ¥(24) billion Retail & Services ¥80.0 billion ¥50.0 billion ¥35.2 billion 70.6% Lifestyle Solutions Real Estate & Hotels ¥124.0 billion ¥80.0 billion ¥111.5 billion 139.5% Others ¥30.0 billion ¥15.0 billion ¥17.2 billion 114.8% Adjusted amount ¥(2.0) billion ¥(2.0) billion ¥0.6 billion Consolidated operating cash flow (Total amount in 5 years *1) ¥3,800.0 billion ¥581.7 billion Consolidated ROA About 4.0% 1.5% (Mid-term) (*2) About 5 times Net interest-bearing debt/EBITDA (Long-term) About 3.5 times 8.6 times Notes: 1. Total amount covering from fiscal 2023 to fiscal 2027 2. Net interest-bearing debt means Balance of consolidated interest-bearing debt minus Balance of consolidated cash and cash equivalents 2. EBITDA means Consolidated operating profit plus Consolidated depreciation expense Capital Investment We made capital investments with a focus on safe and stable transportation, improvement of station services, reduction in maintenance cost, increase in profitability and other tasks. The total amount of capital investment during the fiscal year under review was ¥554.7 billion. Major investments are as described below: Major Construction Projects Completed (1) (a) Transportation - Installation of automatic platform gates (7 stations) - Construction to prepare for large-scale earthquakes (reinforcement of approximately 1,000 pillars of the elevated railway tracks, etc.) - Installation of tactile paving tiles on the platform edge with markings showing non-track side (14 stations) 43#44(2) - Installations of elevators (15 stations, total of 27 elevators) - New construction of rolling stock for the Shinkansen (79 cars) - New construction of commuter train rolling stock for the Tokyo metropolitan area (157 cars) - New construction of Makuhari-Toyosuna Station - New construction of outbound platform of Musashi-Kosugi Station on the Yokosuka Line - Improvement of Iidabashi Station (b) Real Estate & Hotels Development of Iwaki Station South Exit Major Construction Projects in Progress (a) Transportation - Installation of the Automatic Train Stop system (ATS-P) (Ohu Main Line, etc.) - Installation of automatic platform gates (Omiya Station, etc.) - Construction to prepare for large-scale earthquakes - Installations of elevators - New construction of rolling stock for the Shinkansen (Tohoku Shinkansen Line, Yamagata Shinkansen Line) - New construction of commuter train rolling stock for the Tokyo metropolitan area (Yokosuka Line, Sobu Line Rapid Service, etc.) Installation of monitors on Shinkansen bogies - Construction to introduce ATACS to major line segments in the Tokyo metropolitan area - New construction of approaching line in Fukushima Station 44#45(b) (c) - Construction for conductorless operations in major line segments in the Tokyo metropolitan area - Construction of ground equipment with the aim of increasing train speeds between Morioka Station and Shin-Aomori Station on the Tohoku Shinkansen Line - Renovation of passage, new station facility and development of station building at Nakano Station - Construction work accompanying the introduction of green cars on the Chuo Rapid Line, etc. - Improvement of Shibuya Station and construction of free passageway - Improvement of Ochanomizu Station Renovation of passage and station facility above the bridge at Hamamatsucho Station north exit - Renovation of station facility and station building at Shinagawa Station north exit - New construction of station facility above the bridge at Shibuya Station south exit - Improvement of Tokaido Line Shinbashi Station - Renovation and construction of station building at Matsudo Station - Construction of continuous elevated railroad around Jujo Station - Renovation of east-west free passage at Tokyo Station south section Retail & Services - Development under the elevated railway tracks at Niigata Station - Development under the elevated railway tracks north of Sendai Station Real Estate & Hotels - Development of the area in front of Makuhari Toyosuna Station (tentative name) - Development of Aomori Station East Exit Station Building - Development of MEGURO MARC - Construction of Shin-koiwa Station South Exit Building (tentative name) - Construction of SHIBUYA SCRAMBLE SQUARE - TAKANAWA GATEWAY CITY 3. Fund Raising We issued bonds and borrowed long-term loans mainly to use the funds to prepare for the impact of COVID-19 and for redemption of interest-bearing debts, as detailed below. Bonds Amount ¥544.1 billion Long-term loans Total ¥174.5 billion ¥718.6 billion Details Domestic straight bonds: ¥182.0 billion Euro EUR bonds: ¥362.1 billion 45#464. Changes in Assets and Profit (Loss) (Billions of yen, except per share amount) 33rd Fiscal Year (April 2019 to 34th Fiscal Year 35th Fiscal Year 36th Fiscal Year (April 2020 to (April 2021 to (April 2022 to March 2020) March 2021) March 2022) March 2023) Operating revenues 2,946.6 1,764.5 1,978.9 2,405.5 Ordinary income (loss) 339.5 (579.7) (179.5) 110.9 Profit (Loss) attributable to owners of parent 198.4 (577.9) (94.9) 99.2 Earnings (Loss) per share 524 yen (1,531) yen (251) yen 263 yen Total assets 8,537.0 8,916.4 9,091.4 9,351.8 Net assets 3,173.4 2,557.3 2,418.1 2,497.7 5. Principal Subsidiaries (As of March 31, 2023) (1) Principal Subsidiaries Percentage of Stated capital voting rights (Millions of held by the Name of subsidiary yen) Company (%) Principal business Viewcard Co., Ltd. 5,000 100.0 Credit card services JR East Cross Station Co., 4,101 100.0 Ltd. Retail, restaurant, and shopping center operation business JR BUS KANTO CO., 4,000 100.0 Passenger bus transport services LTD. Japan Transport 3,100 100.0 Engineering Company Railcar manufacturing operations TOKYO MONORAIL CO., 3,000 LTD. 79.0 Monorail transport services LUMINE Co., Ltd. 2,375 95.1 Shopping center operations Sendai Terminal Building 1,800 99.5 Co., Ltd. (2.9) Hotel and shopping center operation business atré Co., Ltd. 1,630 92.1 Shopping center operations (0.6) 46#47East Japan Marketing & 1,550 100.0 Communications, Inc. JR East Urban Development 1,450 100.0 Corporation JR East Information 500 100.0 Advertising and publicity Shopping center operations and retail sales Information processing Systems Company NIPPON HOTEL Co., Ltd. 500 100.0 Hotel operations JR EAST TOHOKU 490 100.0 Retail sales and station operations SOUGOU SERVICE Co., Ltd. JR East Building Co., Ltd. 480 100.0 Office building lease JR East Rail Car Railcar maintenance 200 100.0 Technology & Maintenance operations Co., LTD. JR East Environment 120 100.0 Cleaning services Access Co., Ltd. Maintenance services and JR East Mechatronics Co., 100 100.0 IC card services Ltd. JR East Station Service Co., 50 Ltd. 100.0 Station operations JR East Facility Building maintenance 50 100.0 Management Co., Ltd. Notes: 1. The percentage of voting rights in parentheses represents shares held indirectly by the Company and is included in the "Percentage of voting rights held by the Company." 2. JR East Building Co., Ltd. changed its trade name to JR East Building Co., Ltd. on June 1, 2022 (no change to the English name). (2) Progress in and Results of Group Activities During this Fiscal Year At the end of fiscal year under review, the Company had 69 consolidated subsidiaries, including 19 principal subsidiaries described above, and 11 affiliated companies accounted for by the equity method. There is no change for the consolidated subsidiaries in the fiscal year under review. In addition, five equity method affiliates have been added in the fiscal year under review: TOTETSU KOGYO CO., LTD., Daiichi Kensetsu Corporation, TEKKEN CORPORATION, SENKEN KOGYO CO., LTD. and KOTSUKENSETSU CORPORATION. Consolidated operating revenues for this fiscal year amounted to ¥2,405.5 billion, an increase of 21.6% compared with the previous fiscal year. Profit attributable to owners of parent 47#48amounted ¥99.2 billion, compared with the loss attributable to owners of parent of ¥94.9 billion for the previous fiscal year. 6. Principal Lenders (As of March 31, 2023) Borrowings outstanding Name of lender (Millions of yen) Mizuho Bank, Ltd. MUFG Bank, Ltd. Sumitomo Mitsui Banking Corporation 216,600 198,000 187,800 Nippon Life Insurance Company 70,500 Sumitomo Life Insurance Company 59,500 Meiji Yasuda Life Insurance Company 32,000 The Dai-ichi Life Insurance Company, Limited 24,000 The Norinchukin Bank 19,000 Joyo Bank, Ltd. 15,200 48#49II. Items concerning Directors and Corporate Auditors 1. Directors and Corporate Auditors (As of March 31, 2023) Position and Name Chairman Tetsuro Tomita Responsibility and Important Concurrent Position, etc. Outside Director of Nippon Steel Corporation, Nippon Life Insurance Company and ENEOS Holding, Inc. President and CEO (Representative Director) Yuji Fukasawa Executive Vice President Yoichi Kise (Representative Director) Executive Vice President Katsumi Ise (Representative Director) Executive Vice President Totaro Ichikawa (Representative Director) Executive Director Atsushi Ouchi Executive Director Atsuko Itoh Executive Director Chiharu Watari Motoshige Itoh Director Director Reiko Amano Director Hiroko Kawamoto Assistant to President, Director General of Marketing Headquarters; In charge of Shinagawa Developments; In charge of Regional Revitalization Assistant to President, Director General of Innovation Strategy Headquarters Assistant to President, Director General of Railway Business Headquarters, Chief Safety Officer Deputy Director General of Innovation Strategy Headquarters; Deputy Director General of Railway Business Headquarters (Electrical); In charge of Energy Strategies; Outside Director of NIPPON DENSETSU KOGYO CO., LTD. In charge of Audit Department; In charge of Corporate Communication Department of the Corporate Strategies Headquarters; In charge of Corporate & Legal Strategies Department; In charge of Organizational Restructuring Director General of Corporate Strategies Headquarters Outside Director of Hagoromo Foods Corporation; Outside Director of The Shizuoka Financial Group, Inc. (Audit and Supervisory Committee Member); Outside Director of Sumitomo Chemical Company; Outside Director of Limited and JX Nippon Mining & Metals Corporation Outside Director of Yokogawa Bridge Holdings Corp. Special Adviser of ANA Strategic Research Institute Co., Ltd.; Outside 49#50Director Toshio Iwamoto Full-time Corporate Auditor Full-time Corporate Auditor Corporate Auditor Keiji Takiguchi Takashi Kinoshita Kimitaka Mori Director of Sumitomo Mitsui Trust Holdings, Inc.; Outside Director of RENAISSANCE INCORPORATED; Outside Director of Canon Marketing Japan Inc. Advisor of NTT Data Corporation; Outside Corporate Auditor of IHI Corporation; Outside Director of Daiwa Securities Group Inc. Nobuyuki Hashiguchi Certified public accountant; Outside Director of Japan Exchange Group, Inc.; Outside Corporate Auditor of MITSUI & CO., LTD.; Outside Director of Sumitomo Life Insurance Company Corporate Auditor Corporate Auditor Hiroshi Koike Notes: 1. Directors Motoshige Itoh, Reiko Amano, Hiroko Kawamoto, and Toshio Iwamoto are outside directors. Full-time Corporate Auditors, Keiji Takiguchi and Takashi Kinoshita, and Corporate Auditors, Kimitaka Mori and Hiroshi Koike, are outside corporate auditors. The Company designates all of them as independent directors and corporate auditors as stipulated by the stock exchanges. 2. Director Motoshige Itoh retired from Corporate Auditor of Hagoromo Foods Corporation as of June 29, 2022. He also retired from Director of The Shizuoka Bank, Ltd. as of October 2, 2022. Director Motoshige Itoh concurrently serves an outside director of Hagoromo Foods Corporation, The Shizuoka Financial Group, Inc. (Audit and Supervisory Committee Member), Sumitomo Chemical Company, Limited, and JX Nippon Mining & Metals Corporation, and there is no relationship required to be disclosed between the four companies and the Company. 3. Director Reiko Amano retired from office of Auditor-secretary of Japan Atomic Energy Agency as of August 31, 2022, and there is no relationship required to be disclosed between the Agency and the Company. In addition, Director Amano concurrently serves as an outside director of Yokogawa Bridge Holdings Corp., and there is no relationship that is required to be disclosed between that company and the Company. 4. Director Hiroko Kawamoto retired from office of Special Advisor of ANA Strategic Research Institute Co., Ltd. as of March 31, 2023, and there is no relationship required to be disclosed between the Institute and the Company. 50#512. 3. Director Kawamoto concurrently serves as an outside director of Sumitomo Mitsui Trust Holdings, Inc., RENAISSANCE INCORPORATED and Canon Marketing Japan Inc., and there is no relationship that is required to be disclosed between the three companies and the Company. 5. Director Motoshige Itoh concurrently serves as an advisor of NTT Data Corporation, an outside corporate auditor of IHI Corporation and an outside d Daiwa Securities Group, and there is no relationship required to be disclosed between the three companies and the Company. 6. Corporate Auditor Kimitaka Mori is a certified public accountant and has considerable knowledge of finance and accounting. Corporate Auditor Mori concurrently serves as an outside director of Japan Exchange Group, Inc. and an outside corporate auditor of MITSUI & CO., LTD.; there is no relationship that is required to be disclosed between these companies and the Company. He concurrently serves as also an outside director of Sumitomo Life Insurance Company, from which the Company borrows funds. 7. Corporate Auditor Seishi Kanetsuki retired as of the conclusion of the 35th Ordinary General Meeting of Shareholders held on June 22, 2022. Overview of the Agreement on Limitation of Liability In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has executed agreements with Directors who are not executive directors, etc. as defined under the Companies Act and Corporate Auditors to limit their liability as provided in Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability under such agreement is the amount stipulated by law. Overview, etc. of Directors and Officers Liability Insurance Agreement In accordance with Article 430-3, Paragraph 1 of the Companies Act, the Company has executed a directors and officers liability insurance agreement with an insurance company. The scope of the insured under the insurance agreement is the Company's Directors, Corporate Auditors, Executive Officers, employee managers and retired directors and officers, including those newly appointed during the period of insurance. The insurance agreement covers the legal costs and damages incurred by the insured due to third-party lawsuits and shareholder derivative lawsuits. The insurance premiums are fully borne by the Company and the agreement is renewed annually. In order to ensure that the appropriateness of the execution of duties by the insured is not impaired, the insurance agreement has a disclaimer in the event the Company pursues liability for damages against the insured. 51#524. Remuneration, etc. of Directors and Corporate Auditors (1) Total amount of remuneration, etc. of Directors and Corporate Auditors Total amount of remuneration, etc. by type (millions of yen) Total amount of remuneration, No. of etc. (millions of Title yen) Basic remuneration Performance-based eligible remuneration officers Directors 521 407 113 13 Corporate Auditor 99 99 Total 620 507 113 19 Notes: 1. The maximum amount of remuneration to Directors was established to be ¥900 million per year (including ¥70 million to outside Directors) pursuant to a resolution adopted at the 29th Ordinary General Meeting of Shareholders held on June 23, 2016. As of the conclusion of this General Meeting of Shareholders, the number of Directors is 16 (including three (3) outside directors). 2. The maximum amount of remuneration to Corporate Auditors was established to be ¥11 million per month pursuant to a resolution adopted at the 17th Ordinary General Meeting of Shareholders held on June 23, 2004. As of the conclusion of this General Meeting of Shareholders, the number of Corporate Auditors is five (5) (including four (4) outside corporate auditors). 3. The amount of basic remuneration includes the amount paid to one (1) Director and one (1) Corporate Auditor who retired at the conclusion of the 35th Ordinary General Meeting of Shareholders held on June 22, 2022. 4. The total amount of remuneration, etc. includes ¥144 million to nine (9) outside Directors and Corporate Auditors, including one (1) person who retired at the 35th Ordinary General Meeting of Shareholders held on June 22, 2022. 5. In light of the impact of COVID-19 on the business results, the Company's Directors (excluding outside directors) voluntarily returned 10% or 20% of their basic remuneration from April to July 2022. Also, remuneration to Full-time Corporate Auditors was reduced by 10% from the basic amount as determined by the Board of Corporate Auditors. The amount of basic remuneration in the above table includes the amount voluntarily returned and reduced. Policy for determining the remuneration, etc. for each director (2) i) Method of determining the policy regarding details of remuneration, etc. for each director 52#53The policy for determining details of remuneration, etc. for each director was resolved at a meeting of the Board of Directors held on February 17, 2021. ii) Overview of decision policy contents A. Basic policy The Company pays basic remuneration to non-outside directors based on their positions as compensation for the execution of daily business operations within the limits of remuneration resolved at the General Meeting of Shareholders. The Company also pays performance-based remuneration based on business results, dividends to shareholders, and the level of contribution of such directors toward achieving the business results for the fiscal year and the Medium-Term Management Vision. The Company does not pay performance-based remuneration to outside directors in light of their responsibilities, but provides basic remuneration as compensation for the execution of duties within the limits of remuneration resolved at the General Meeting of Shareholders. director B. Matters concerning determination of remuneration, etc. for each Decisions on the amount of remuneration for each director (basic remuneration and performance-based remuneration) are entrusted to the President and CEO upon resolution of the Board of Directors. From the viewpoint of ensuring transparency and fairness in determining the amount of remuneration for directors, the President and CEO who is delegated by the Board of Directors, consults in advance with the Remuneration Deliberation Committee, an advisory organization of the Board of Directors composed of independent outside directors and other directors, and makes decisions based on reports from the Remuneration Deliberation Committee. C. Policy on determination of basic remuneration The basic remuneration for the Company's directors is a fixed monthly remuneration and determined by taking into account the duties of directors according to their positions and the business characteristics of the Company. D. Policy on determination of performance-linked remuneration, etc. For performance-linked remuneration, in addition to evaluating the results of each director's performance during the fiscal year, the Company evaluates operating results of the current fiscal year including operating income and profit and shareholder returns, given that a strong business characteristic of its divisions are that they collaborate with one another. Also, given that our business characteristic is that we require a long period from the planning stage to the achievement of results, the Company evaluates the level of contribution toward achieving the Group Management Vision and other indicators in a comprehensive manner and reflects these results in the calculation of remuneration. In evaluating the performance, the President and CEO confirms the results and contribution of relevant directors by conducting interviews to set targets aimed at achieving the annual plan and the Group Management Vision and follow-up interviews to track progress. Performance-linked remuneration is paid at a certain time each year as cash 53#54remuneration, and The Company does not pay non-monetary remuneration. E. Policy on determination of the remuneration ratio (basic remuneration and performance-linked remuneration) for each director The ratio of basic remuneration and performance-linked remuneration for non-outside directors is approximately 4:1, except for the variable portion due to the performance of each director, so that the performance-linked remuneration accounts for a certain percentage of the total remuneration. Of these, performance-linked remuneration will be adjusted within the range of 30% (addition) to 40% (subtraction) of the base amount for each director's position, depending on the director's performance and other factors. In addition, the Company may make further deductions in light of various factors related to the Company's operation, including business results for the fiscal year and the forecast of business results for the next fiscal year. iii) Reasons for the Board of Directors to determine that details of remuneration, etc. for each director for the fiscal year are in accordance with the policy The Remuneration Deliberation Committee provides a report after confirming that the details of remuneration, etc. for each director are consistent with the policy. The Board of Directors generally respect such a report, and is of the view that details of remuneration, etc. for each director are in accordance with the policy. (3) results Indicators for performance-based remuneration, etc., reasons for their adoption, and In addition to evaluating the results of each directors' performance during the fiscal year the Company comprehensively evaluates the performance and reflects the results in the calculation of the amount of remuneration with indicators, such as the "operating income, profit, and other management results” and “shareholder returns," in light of the business characteristics that involve a strong element of cooperation among all divisions and "contribution to the achievement of the Group Management Vision "Move Up" 2027" in light of the business characteristics that require a long period of time from the planning stage to the achievement of results. In evaluating the performance, the President and CEO confirms the results and contribution of relevant directors by conducting interviews to set targets aimed at achieving the annual plan and the Group Management Vision "Move Up" 2027 and follow-up interviews to track progress. Performance-linked remuneration is paid as cash remuneration at a certain time each year. For the evaluation of performance, although we entered black figures in the 36th Fiscal Period (FY2022), performances targets were not achieved. Following evaluations that were carried out after strictly taking into account these results, performance-linked remuneration for the 36th Fiscal Period (FY2022) was adjusted, based on a comprehensive evaluation by adding each director's contribution toward achieving the Group Management Vision "Move Up" 2027 and other indicators. (4) director The Company does not pay non-monetary remuneration. Matters concerning delegation of determination of remuneration, etc. for each 54#55In evaluating the performance of directors, the President and CEO confirms their results and contribution by conducting interviews to set targets aimed at achieving the annual plan and the Group Management Vision "Move Up" 2027 and tracing interviews. Accordingly, the determination of the remuneration for each director has been resolved by the Board of Directors, subject to the discretion of Yuji Fukazawa, President and CEO. For this fiscal year, it was resolved at the meeting of the Board of Directors held on June 22, 2022 to delegate the determination of the amount of remuneration for each director to the President and CEO. Moreover, from the viewpoint of ensuring transparency and fairness in determining the amount of remuneration for directors, the President and CEO who is delegated by the Board of Directors, consults in advance with the Remuneration Deliberation Committee, an advisory organization of the Board of Directors composed of independent outside directors and other directors, and makes decisions based on reports from the Remuneration Deliberation Committee. 5. Principal Activities of Outside Directors and Outside Corporate Auditors, and Summary of Duties Performed by Outside Directors to Fulfill their Expected Roles Title Outside Director Name Motoshige Itoh Outside Reiko Director Amano Attendance at Board of Directors 16/16 meetings Attendance rate: 100% 16/16 meetings Attendance rate: 100% Principal activities At the meetings of the Board of Directors, spoke on the Company's management issues based on his broad experience as an academic expert, especially his considerable insight into the overall economy. In addition, as a member of the Personnel Deliberation Committee and Remuneration Deliberation Committee, attended all one (1) Personnel Deliberation Committee and two (2) Remuneration Deliberation Committee meetings held during the fiscal year (100% attendance rate). Regarding personnel matters of the Directors of the Company, he performed a supervisory function to ensure eligibility of director candidates and the objectivity of procedures, and transparency. Regarding the determination of the remuneration of the Company's Directors, he performed a supervisory function to ensure transparency and fairness of the procedure. At the meetings of the Board of Directors, spoke on the Company's management issues based on her broad experience in the private sector and other organizations, especially her considerable insight into disaster prevention, risk management and intellectual property 55#56Outside Hiroko Director Kawamoto 15/16 meetings Attendance rate: 94% 12/12 meetings Attendance rate: 100% strategies. In addition, as a member of the Personnel Deliberation Committee and Remuneration Deliberation Committee, attended all one (1) Personnel Deliberation Committee and two (2) Remuneration Deliberation Committee meetings held during the fiscal year (100% attendance rate). Regarding personnel matters of the Directors of the Company, she performed a supervisory function to ensure eligibility of director candidates and the objectivity of procedures, and transparency. Regarding the determination of the remuneration of the Company's Directors, she performed a supervisory function to ensure transparency and fairness of the procedure. At the meetings of the Board of Directors, spoke on the Company's management issues based on her broad experience in the private sector and other organizations, especially her considerable insight into personnel development and improvement of service quality. In addition, as a member of the Personnel Deliberation Committee and Remuneration Deliberation Committee, attended all one (1) Personnel Deliberation Committee and two (2) Remuneration Deliberation Committee Deliberation meetings held during the fiscal year (100% attendance rate). Regarding personnel matters of the Directors of the Company, she performed a supervisory function to ensure eligibility of director candidates and the objectivity of procedures, and transparency. Regarding the determination of the remuneration of the Company's Directors, she performed a supervisory function to ensure transparency and fairness of the procedure. At the meetings of the Board of Directors, spoke on the Company's management issues based on his broad experience in the private sector, especially his considerable insight into the corporate management in general. In addition, as of June 22, 2022 when he was appointed as Outside Director, he was appointed Chairman of the Personnel Outside Director Toshio Iwamoto 56 56#57Title Name Attendance at Board of Directors Outside Keiji 16/16 Corporate Takiguchi Auditor meetings Attendance rate: 100% Deliberation Committee and Remuneration Deliberation Committee, attended one (1) meeting held after his appointment (attendance rate: 100%), and performed a supervisory function to ensure transparency and fairness in the procedures for determining, etc. the remuneration of the Directors of the Company. Attendance at Board of Corporate Auditors 19/19 meetings Attendance rate: 100% Outside Takashi 16/16 Corporate Kinoshita Auditor meetings Attendance 19/19 meetings Attendance rate: 100% rate: 100% Outside Kimitaka 15/16 Corporate Mori 18/19 meetings Attendance rate: Auditor 95% rate: 94% Outside meetings Attendance Hiroshi Corporate Koike 12/12 meetings Attendance rate: 100% Auditor 13 out of all 13 meetings Attendance rate: 100% Principal activities At meetings of the Board of Directors and the Board of Corporate Auditors, spoke on the Company's management issues based on his extensive experience in public administration. At meetings of the Board of Directors and the Board of Corporate Auditors, spoke on the Company's management issues based on his extensive experience in public administration. At the meetings of the Board of Directors and the Board of Corporate Auditors, spoke on the Company's management issues based on his broad experience as a certified public accountant. At the meetings of the Board of Directors and the Board of Corporate Auditors, spoke on the Company's management issues based on his broad experience as a judge. 57 52#58CONSOLIDATED BALANCE SHEET (As of March 31, 2023) Assets Current Assets Cash and time deposits Notes, accounts receivable-trade and contract assets Fares receivable Real estate for sale Inventories Others Allowance for doubtful accounts Total current assets Fixed Assets Property, plant and equipment, net of accumulated depreciation (Millions of yen) ¥215,193 568,880 66,104 45,177 90,491 70,044 (3,105) 1,052,784 Buildings and structures 3,856,298 Machinery, rolling stock and vehicles 712,443 Land 2,185,869 Construction in progress 399,205 Other 60,744 Total property, plant and equipment, net of accumulated depreciation 7,214,561 Intangible assets 198,805 Investments and other assets Investments in securities Long-term loans receivable 357,341 2,437 Deferred tax assets Net defined benefit assets Other Allowance for doubtful accounts Total investments and other assets Total fixed assets Total Assets 58 432,011 961 94,438 (1,442) 885,747 8,299,114 ¥9,351,899#59Liabilities (Millions of yen) Current Liabilities Notes and accounts payable-trade ¥44,250 Short-term loans and current portion of long-term loans 150,000 Current portion of bonds 214,999 Current portion of long-term liabilities incurred for purchase of railway facilities 4,065 Payables 493,162 Accrued consumption taxes 43,960 Accrued income taxes 16,186 Fare deposits received with regard to railway connecting services 36,314 Prepaid railway fares received 78,047 Allowance for bonuses to employees 59,905 Allowance for disaster-damage losses 12,349 Other 379,009 Total current liabilities 1,532,252 Long-term Liabilities Bonds 2,760,870 Long-term loans 1,333,950 Long-term liabilities incurred for purchase of railway facilities Deferred tax liabilities 311,001 2,367 Provision for large-scale renovation of Shinkansen infrastructure Allowance for disaster-damage losses 168,000 2,024 Net defined benefit liabilities 445,843 Other 297,875 Total long-term liabilities 5,321,933 6,854,186 Net Assets Total Liabilities Shareholders' Equity Common stock Capital surplus ¥200,000 96,445 Retained earnings 2,132,049 Treasury stock, at cost (8,913) Accumulated Other Comprehensive Income Total Shareholders' Equity Net unrealized holding gains (losses) on securities 2,419,581 43,302 Net deferred gains (losses) on derivatives under hedge accounting 2,548 Revaluation reserve for land (35) Foreign currency translation adjustments 284 Remeasurements of defined benefit plans 7,570 Total Accumulated Other Comprehensive Income 53,670 Non-Controlling Interests 24,462 Total Net Assets 2,497,713 Total Liabilities and Total Net Assets ¥9,351,899 (Note) Amounts less than one million yen are omitted. 59#60Operating revenues CONSOLIDATED STATEMENT OF INCOME (Year ended March 31, 2023) Operating expenses Transportation, other services and cost of sales Selling, general and administrative expenses Total operating expenses Operating income Non-operating income (Millions of yen) ¥2,405,538 1,687,833 577,075 2,264,909 140,628 Interest income 93 Dividend income 4,861 Equity in net income of affiliated companies 23,322 Other 13,809 Total non-operating income 42,086 Non-operating expenses Interest expenses Other Total non-operating expenses Ordinary income 63,754 8,049 71,804 110,910 Extraordinary gains Gain on sale of investments in securities 9,861 Construction grants received 40,925 Compensation income Other Total extraordinary gains 27,595 14,831 93,213 Extraordinary losses Losses on reduction entry for construction grants 36,331 Impairment losses on fixed assets 19,063 Other 20,354 Total extraordinary losses 75,749 Profit before income taxes 128,375 Income taxes - current Income taxes - deferred 14,666 13,163 27,830 Profit Profit attributable to non-controlling interests 100,545 1,312 Profit attributable to owners of parent (Note) Amounts less than one million yen are omitted. ¥99,232 60#61NON-CONSOLIDATED BALANCE SHEET (As of March 31, 2023) Assets Current Assets Cash and time deposits Fares receivable Accounts receivable-trade Short-term loans receivable Real estate for sale Inventories Prepaid expenses Other Allowance for doubtful accounts Total current assets Fixed Assets (Millions of yen) ¥172,099 349,086 112,852 61,972 25,723 30,540 7,906 17,608 (85) 777,703 Fixed assets for railway operations 5,190,551 Fixed assets for other operations 886,709 Fixed assets relating to both operations 318,967 Construction in progress 375,976 Investments and other assets Investments in securities 179,850 Stocks of subsidiaries and affiliated companies 192,800 Long-term loans receivable 219,950 Long-term prepaid expenses 49,759 Deferred tax assets 372,103 Other investments and other assets 12,164 Allowance for doubtful accounts (49,156) Total investments and other assets 977,472 Total fixed assets Total Assets 7,749,677 ¥8,527,381 61#62Liabilities Current Liabilities (Millions of yen) Short-term loans Current portion of bonds Current portion of long-term loans ¥211,581 214,999 150,000 Current portion of long-term liabilities incurred for purchase of 3,971 railway facilities Lease obligation 10,795 Payables 442,568 Accrued expenses 33,922 Accrued consumption taxes 30,188 Accrued income taxes 4,737 Fare deposits received with regard to railway connecting services 36,802 Deposits received 21,035 Prepaid railway fares received 77,687 Advances received 113,318 Allowance for bonuses to employees 41,936 Allowance for disaster-damage losses 12,348 Allowance for environmental conservation costs 8,681 Allowance for point card certificates 16,087 Asset retirement obligations 362 Other Total current liabilities 50,264 1,481,289 Long-term Liabilities Bonds 2,760,870 Long-term loans 1,381,890 Long-term liabilities incurred for purchase of railway facilities 310,778 Lease obligation 20,061 Provision for large-scale renovation of Shinkansen infrastructure 168,000 Employees' severance and retirement benefits 392,403 Allowance for disaster-damage losses 2,024 Allowance for environmental conservation costs 38,975 Asset retirement obligations 7,738 Other Total long-term liabilities Total Liabilities 82,946 5,165,688 ¥6,646,978 62 62#63Net Assets Shareholders' Equity Common stock Capital surplus Additional paid-in capital Total capital surplus Retained earnings ¥200,000 96,600 96,600 Legal reserve 22,173 Other retained earnings 1,527,371 Reserve for special depreciation 1,881 Reserve for investment losses on developing new business 80 Reserve for deferred gain of fixed assets 63,113 General reserve 1,220,000 Retained earnings carried forward 242,295 Total other retained earnings Total retained earnings 1,527,371 1,549,544 Treasury shares, at cost Total Shareholders' Equity Valuation and Translation Adjustments Net unrealized holding gains (losses) on securities Total Valuation and Translation Adjustment Total Net Assets (3,436) 1,842,708 35,182 Net deferred gains (losses) on derivatives under hedge accounting 2,512 37,695 1,880,403 ¥8,527,381 Total Liabilities and Total Net Assets (Note) Amounts less than one million yen are omitted. 63#64NON-CONSOLIDATED STATEMENT OF INCOME (Year ended March 31, 2023) (Millions of yen) Railway operations Operating revenues Operating expenses Operating income Other operations Operating revenues ¥1,608,376 1,605,363 3,012 157,136 Operating expenses 69,217 Operating income 87,919 Total Operating income 90,932 Non-operating income Interest income 949 Dividend income 15,459 Other 10,599 Total non-operating income 27,007 Non-operating expenses Interest expenses 33,840 Interest on bonds 30,943 Other 7,153 Total non-operating expenses 71,938 Ordinary income 46,001 Extraordinary gains Contribution grants received Compensation income Other Total extraordinary gains 40,728 27,595 29,514 97,839 Extraordinary losses Losses on reduction entry for construction grants 35,451 Impairment losses on fixed assets 14,274 Other 22,926 Total extraordinary losses 72,652 Profit before income taxes 71,188 Income taxes - current Income taxes - deferred 368 18,396 18,764 Profit (Note) Amounts less than one million yen are omitted. ¥52,423 64#65Copy of Audit Report of the Accounting Auditor concerning Consolidated Financial Statements [English Translation of the Independent Auditor's Report Originally Issued in the Japanese Language] Independent Auditor's Report The Board of Directors East Japan Railway Company May 8, 2023 KPMG AZSA LLC Tokyo Office, Japan Designated Limited Liability Partner Engagement Partner Certified Public Accountant Kazuhiko Azami Designated Limited Liability Partner Engagement Partner Certified Public Accountant Hideki Yoshida Designated Limited Liability Partner Engagement Partner Certified Public Accountant Naoki Saito Opinion We have audited the consolidated financial statements, which comprise the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in net assets and the related notes of East Japan Railway Company ("the Company") and its consolidated subsidiaries (collectively referred to as "the Group"), as at March 31, 2022 and for the year from April 1, 2022 to March 31, 2023 in accordance with Article 444-4 of the Companies Act. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position and the results of operations of the Group for the period, for which the consolidated financial statements were prepared, in accordance with accounting principles generally accepted in Japan. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Other Information The other information comprises the business report and its supplementary schedules. 65#66Management is responsible for the preparation and presentation of the other information. Corporate auditors and the board of corporate auditors are responsible for overseeing the directors' performance of their duties with regard to the design, implementation and maintenance of the reporting process for the other information. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of Management and Corporate Auditors and the Board of Corporate Auditors for the Consolidated Financial Statements and Others Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in Japan, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern in accordance with accounting principles generally accepted in Japan and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Corporate auditors and the board of corporate auditors are responsible for overseeing the directors' performance of their duties including the design, implementation and maintenance of the Group's financial reporting process. Auditor's Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in Japan will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement 66#67resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, while the objective of the audit is not to express an opinion on the effectiveness of the Group's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate whether the presentation and disclosures in the consolidated financial statements are in accordance with accounting standards generally accepted in Japan, the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with corporate auditors and the board of corporate auditors regarding, among other matters, the planned scope and timing of the audit, significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide corporate auditors and the board of corporate auditors with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. Interest required to be disclosed by the Certified Public Accountants Act of Japan We do not have any interest in the Group which is required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan. Note to the Reader of Independent Auditor's Report: The Independent Auditor's Report herein is the English translation of the Independent Auditor's Report as required by the Companies Act for the convenience of the reader. 67#68Copy of Audit Report of the Accounting Auditor concerning Non-Consolidated Financial Statements [English Translation of the Independent Auditor's Report Originally Issued in the Japanese Language] Independent Auditor's Report The Board of Directors East Japan Railway Company May 8, 2023 KPMG AZSA LLC Tokyo Office, Japan Designated Limited Liability Partner Engagement Partner Certified Public Accountant Kazuhiko Azami Designated Limited Liability Partner Engagement Partner Certified Public Accountant Hideki Yoshida Designated Limited Liability Partner Engagement Partner Certified Public Accountant Naoki Saito Opinion We have audited the financial statements, which comprise the balance sheet, the statement of income, the statement of changes in net assets and the related notes, and the supplementary schedules of East Japan Railway Company ("the Company") as at March 31, 2022 and for the year from April 1, 2021 to March 31, 2022 in accordance with Article 436-2-1 of the Companies Act. In our opinion, the financial statements and the supplementary schedules referred to above present fairly, in all material respects, the financial position and the results of operations of the Company for the period, for which the financial statements and the supplementary schedules were prepared, in accordance with accounting principles generally accepted in Japan. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements and Others section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Other Information 68 88#69The other information comprises the business report and its supplementary schedules. Management is responsible for the preparation and presentation of the other information. Corporate auditors and the board of corporate auditors are responsible for overseeing the directors' performance of their duties with regard to the design, implementation and maintenance of the reporting process for the other information. Our opinion on the financial statements and the accompanying supplementary schedules does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements and the accompanying supplementary schedules, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements and the accompanying supplementary schedules or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of Management and Corporate Auditors and the Board of Corporate Auditors for the Financial Statements and Others Management is responsible for the preparation and fair presentation of the financial statements and the supplementary schedules in accordance with accounting principles generally accepted in Japan, and for such internal control as management determines is necessary to enable the preparation of financial statements and the supplementary schedules that are free from material misstatement, whether due to fraud or error. In preparing the financial statements and the supplementary schedules, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern in accordance with accounting principles generally accepted in Japan and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Corporate auditors and the board of corporate auditors are responsible for overseeing the directors' performance of their duties including the design, implementation and maintenance of the Company's financial reporting process. Auditor's Responsibilities for the Audit of the Financial Statements and Others Our objectives are to obtain reasonable assurance about whether the financial statements and the supplementary schedules as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in Japan will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements and the supplementary schedules. As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: 69#70Identify and assess the risks of material misstatement of the financial statements and the supplementary schedules, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, while the objective of the audit is not to express an opinion on the effectiveness of the Company's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements and the supplementary schedules or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluate whether the presentation and disclosures in the financial statements and the supplementary schedules are in accordance with accounting standards generally accepted in Japan, the overall presentation, structure and content of the financial statements and the supplementary schedules, including the disclosures, and whether the financial statements and the supplementary schedules represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with corporate auditors and the board of corporate auditors regarding, among other matters, the planned scope and timing of the audit, significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide corporate auditors and the board of corporate auditors with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. Interest required to be disclosed by the Certified Public Accountants Act of Japan We do not have any interest in the Company which is required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan. Note to the Reader of Independent Auditor's Report: The Independent Auditor's Report herein is the English translation of the Independent Auditor's Report as required by the Companies Act for the convenience of the reader. 70 70#71Copy of Audit Report of the Board of Corporate Auditors [English Translation of the Audit Report of the Board of Corporate Auditors Originally Issued in the Japanese Language] Audit Report Regarding the performance of duties by Directors for the 36th Fiscal Period from April 1, 2022 to March 31, 2023, the Board of Corporate Auditors hereby submits its audit report as a collective opinion of all Corporate Auditors, which has been prepared through discussions based on the audit reports prepared by the respective Corporate Auditors, as follows: 1. Methods and Contents of Audit by Corporate Auditors and the Board of Corporate Auditors (1) The Board of Corporate Auditors determined, among other things, the auditing policies for this fiscal year and work responsibilities; received reports regarding the status of execution of audit and its results from each Corporate Auditor; received reports from Directors, other relevant employees and accounting auditors concerning the performance of their duties; and, when necessary, requested them to provide explanations. (2) In accordance with the Corporate Auditors' auditing standards specified by the Board of Corporate Auditors and in conformity with auditing policies for this fiscal year and work responsibilities, each Corporate Auditor ensured to communicate effectively with Directors, employees in the internal audit division and other relevant employees; made efforts to collect necessary information and improve auditing environment, and conducted audit in the following methods. (a) The Corporate Auditors attended the meetings of the Board of Directors and other important meetings; received reports from Directors, employees in the internal audit division and other relevant employees regarding the performance of their duties; requested them to provide explanations when necessary; examined important approval documents and associated information; and studied the operations and financial conditions at the head office as well as other principal offices. As for the subsidiaries, the Corporate Auditors ensured to communicate effectively with directors, corporate auditors and other personnel of subsidiaries and to exchange information therewith, and, when necessary, received reports from the subsidiaries regarding their business. (b) The Corporate Auditors monitored and verified the contents of resolutions of the Board of Directors regarding the implementation of systems required to be implemented to ensure the proper operations of corporate groups consisting of corporations and their subsidiaries under Article 100, Paragraphs 1 and 3 of the Enforcement Regulations of the Companies Act including a system to ensure that the performance of duties by Directors is in compliance with the laws, regulations and the Articles of Incorporation, and the status of the system (internal control system) implemented according to such resolutions. 71#72(c) The Corporate Auditors monitored and verified whether the accounting auditors were maintaining their independence and properly performing audits; received reports from the accounting auditors on the performance of their duties; and, when necessary, requested them to provide explanations. The Corporate Auditors also received from the accounting auditors a notice confirming that "the system to ensure proper performance of duties" (matters stipulated in each Item of Article 131 of Corporate Accounting Regulations) was properly implemented according to the "Standards on Quality Control for Audit" (October 28, 2005, Business Accounting Council) and other relevant standards, and, when necessary, requested them to provide explanations. Based on the aforementioned methods, the Corporate Auditors examined the business report and its supporting schedules, the financial statements (balance sheet, the statement of income, the statement of changes in net assets and the related notes) and their supporting schedules, and the consolidated financial statements (consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in net assets and the related notes) for this fiscal year. 2. Audit Results (1) Audit results concerning business report, etc. (a) In our opinion, the Business Report and its supplementary schedules fairly represent the Company's condition in accordance with the related laws and regulations, and the Articles of Incorporation. (b) With regard to the performance of duties by the Directors, we have found no evidence of wrongful action or material violation of related laws and regulations, nor of the Articles of Incorporation. (c) In our opinion, resolutions of the meetings of the Board of Directors regarding the internal control system are fair and reasonable. Furthermore, we have found no matters to remark regarding the description in the business report and the performance of duties by Directors in relation to the internal control system. (2) Audit results concerning financial statements and supplementary schedules In our opinion, the methods and results employed and rendered by the accounting auditors, KPMG AZSA LLC, are fair and reasonable. (3) Audit results of concerning consolidated financial statements In our opinion, the methods and results employed and rendered by the accounting auditors, KPMG AZSA LLC, are fair and reasonable. May 11, 2023 72#73Notes: Board of Corporate Auditors East Japan Railway Company Full-time Corporate Auditor Full-time Corporate Auditor Corporate Auditor Corporate Auditor Corporate Auditor Keiji Takiguchi [seal] Takashi Kinoshita [seal] Kimitaka Mori [seal] Nobuyuki Hashiguchi [seal] Hiroshi Koike Corporate Auditors, Keiji Takiguchi, Takashi Kinoshita, Kimitaka Mori and Hiroshi Koike are outside corporate auditors as prescribed in Article 2, Item 16 of the Companies Act. 73