九州旅客鉄道（9142） – [Delayed]Correction of Disclosure Materials Regarding Independent Officers of the Company

(Translation) To whom it concern: May 10, 2022 Company Name: Kyushu Railway Company Name of Representative: Yoji Furumiya, President and CEO Securities Code: 9142 Tokyo Stock Exchange (Prime Market) and Fukuoka Stock Exchange Inquiries: Public Relations Department TEL +81-92-474-2541 Correction of Disclosure Materials Regarding Independent Officers of the Company Kyushu Railway Company (the “Company”) hereby announces that the Company has identified some inaccuracies in the Annual Securities Report for the fiscal year 2021 and other disclosure materials regarding independent officers of the Company disclosed by the Company, and the Company corrects them as follows. The Company deeply apologizes for the inaccuracies in the disclosure materials to stakeholders including the shareholders of the Company under the circumstance that the importance of corporate governance is strongly recognized, and will strive to prevent any recurrence. 1. Details of Correction of Disclosure Materials The Company has established Independence Evaluation Criteria for Outside Officers (the “Criteria”) as set forth in Appendix 1 (established on March 2016, finally revised on December 2017), and in paragraph 3 of the Criteria, it is provided that “an entity of whom the Company is a major business partner (that is, a recipient of payment from the Company in excess of 2% of said recipient’s average consolidated sales over the period of the previous three fiscal years), or, in the event such an entity is a corporation, an executive person of said corporation” shall not be deemed to be independent from the Company. The Company has paid to Tamanoyu Co., Ltd. (“Tamanoyu”) for which Ms. Izumi Kuwano (“Ms. Kuwano”), a director of the Company, has served as president since 2003, the amount equivalent to 2.2% of the average consolidated sales during the three fiscal years from the fiscal year 2018 to the fiscal year 2020. Therefore, since April 2021, when the fiscal year 2020 financial results of Tamanoyu were confirmed, Ms. Kuwano was incorrectly stated to be an independent officer in the Annual Securities Report for the fiscal year 2021 and other disclosure materials even though Ms. Kuwano did not fulfill the requirement of paragraph 3 of the Criteria. 2. Circumstances in Which Some Inaccuracies in Disclosure Were Discovered At the Company, when the Company prepares business reports and convocation notices of general meeting of shareholders regarding the ordinary general meeting of shareholders every year, the department in charge at the Company (the “Department in Charge”) conducts an investigation of the status of fulfillment of the Criteria for candidates of outside directors regarding proposals for election of directors. In order to determine the independence of the outside directors of the Company in preparing the business reports and the convocation notice of general meeting of shareholders regarding the ordinary general meeting of shareholders to be held in June 2022, the Department in Charge conducted an investigation of the transactions between the Company and Tamanoyu during the previous three fiscal years (from the fiscal year 2019 to the fiscal year 2021), and found that the average amount of payments from the Company to Tamanoyu during such three fiscal years exceeded 2% of the average consolidated sales of Tamanoyu. Therefore, a different department at the Company investigated whether the Criteria had been fulfilled retroactively for the entire terms of all outside directors of the Company since October 2016, and as a result, it was confirmed that only Ms. Kuwano had not fulfilled the Criteria since April 2021. In addition, Ms. Kuwano’s term of office will expire at the ordinary general meeting of shareholders to be held in June 2022. 3. Cause of Some Inaccuracies and Measures to Prevent Recurrence (1) Cause As mentioned in Section 2 above, the Department in Charge annually carries out an investigation on the fulfillment status of the Criteria for determining independence of outside directors of the Company for preparation of business reports and convocation notices of general meeting of shareholders regarding the ordinary general meeting of shareholders for that year. However, after confirming the details of an investigation carried out in May 2021, we found that there was an error in the calculation of the amount paid by the Company to Tamanoyu as a ratio of the consolidated sales of Tamanoyu (all of which are the average of the past three business years). The investigation was carried out solely by the Department in Charge, and no internal checks were in place to detect such an error. (2) Measures to Prevent Recurrence With the cause mentioned in (1) above in mind, we will strive to prevent recurrence by implementing such a double-check system and ensuring thorough checking not only in the Department in Charge, but also in other departments involved in disclosure of corporate affairs. 4. Schedule Hereafter The Company has reviewed the past disclosure materials, and will make corrections to the entries regarding this matter in the following legal disclosure materials etc.: ・ Annual Securities Report for the fiscal year 2021 Corporate Governance Reports (disclosed in or after June 2021) (Please see Attachment 2) Independent Officer Notification (submitted in May 2021) (Please see Attachment 3) Regarding the business reports and the convocation notice of the general meeting of shareholders regarding the ordinary general meeting of shareholders held in June 2021, we plan to report the details of these inaccuracies at the 35th ordinary general meeting of shareholders, which is to be held in June this year, instead of making corrections to those documents. Impact of These Some Inaccuracies on Business Performance of the Company These some inaccuracies will have no impact on the business performance of the Company. ・ ・ 5. Appendix 1 items: Outside officers shall be deemed to be independent if they do not fall under any of the following 1. a current executive director, executive officer, corporate officer, or employee (hereinafter, “executive”) of the Company or any of its subsidiaries (hereinafter, “Group companies”), or someone who has served in such a position in the past 10 fiscal years 2. a spouse or relative by blood or marriage within the second degree of a current executive of a Group company (to the extent such a person is deemed to be an important party), or of someone who has served in such a position in the past three fiscal years 3. an entity of whom the Company is a major business partner (that is, a recipient of payment from the Company in excess of 2% of said recipient’s average consolidated sales over the period of the previous three fiscal years), or, in the event such an entity is a corporation, an executive person of said corporation 4. a major business partner of the Company (that is, an entity that makes payments to the Company that account for over 2% of the Company’s average consolidated sales over the period of the preceding three fiscal years), or, in the event such a business partner is a corporation, an executive person of said corporation 5. a major lender to the Company (that is, an entity that provides loans to the Company in excess of 2% of the Company’s average consolidated assets over the period of the preceding three fiscal years), or, in the event such a lender is a corporation, an executive of said corporation 6. a legal expert, etc., whose remuneration received from the Company, other than officers’ compensation, exceeds ¥10 million on average per annum over the period of the preceding three fiscal years, or, if such an expert belongs to a corporation, 2% of the consolidated sales of said corporation over the same period 7. a director or executive of an organization that receives donations in excess of ¥10 million on average per annum from the Company over the period of the preceding three fiscal years 8. a major shareholder of the Company (that is, a shareholder who holds 10% or more of the total number of voting rights of the Company), or, in the event such a shareholder is a corporation, an executive of said corporation 9. a spouse or relative by blood or marriage within the second degree of a person who falls under any of items (3) through (8) (to the extent such a person is deemed to be an important party) 10. in addition to the preceding items, a person who is unable to independently perform duties as an outside director or an outside corporate auditor due to a conflict of interest with the Company or to other exceptional circumstances Appendix 2 Partial Correction to Corporate Governance Report (Corrected parts are underlined) 1. Corporate Governance Report to be corrected Reports submitted on June 24, 2021, November 2, 2021, March 23, 2022 and April 1, 2022 2. Descriptions to be corrected (1) II The Status of Business Management Systems for Managerial Decision Making, Execution, and Supervision, and Other Corporate Governance Systems 1. Items Related to Institutional Organization, Organizational Management, Etc. [Before correction] Directors [After correction] Directors Number of independent outside directors 8 Number of independent outside directors 7 [Before correction] Relationship with the Company (2) Audit and Supervisory Committee member Independent director Name Supplementary explanation on compatibility Reason for appointment 1 Appendix 2 Ms. Kuwano was appointed in anticipation that she will perform the functions of supervision and monitoring of the Company’s management from the perspective of her experience and knowledge as an expert in tourism and management gained throughout her career history, having long been involved in the management of Tamanoyu Co., Ltd. and having furthermore played an active role in tourism and local town planning. In addition, it has been determined that Ms. Kuwano is sufficiently independent of the Company due to the fact that she fulfills the requirements for independent directors as defined by the Tokyo Stock Exchange as well as the Company’s independence evaluation criteria for outside officers, and therefore no conflict of interest with general shareholders should arise. Her appointment also reflects the Company’s belief that she will supervise its management from an independent perspective. Izumi Kuwano Yes (Important information on concurrent post(s)) President, Tamanoyu Co., Ltd. Although the Company has a business relationship with Tamanoyu Co., Ltd. including payment of hotel accommodation fees, the monetary value of such transactions are within the scope of the independence criteria set by the Company. 2 [After correction] Relationship with the Company (2) Audit and Supervisory Committee member Independent director Name Supplementary explanation on compatibility Reason for appointment Izumi Kuwano (Important information on post(s)) concurrent President, Tamanoyu Co., Ltd. The Company has a business relationship with Tamanoyu Co., including Ltd. payment hotel of accommodation fees. Appendix 2 Ms. Kuwano was appointed in anticipation that she the will perform of functions and supervision monitoring of the Company’s from management the perspective of her experience and knowledge as an tourism in expert and management gained throughout her career history, long been having the involved management of Tamanoyu Co., Ltd. and having furthermore played in an active role tourism and local town planning. in [Before correction] Independent Officers Number of independent officers [After correction] Independent Officers Number of independent officers 8 7 3 Appendix 2 (2) V Other [Before correction] Reference Materials 1: Corporate Governance System 4 Appendix 2 Number of directors Ratio of independent outside directors Ratio of female directors Number of corporate officers (excluding directors) Male: 12 Female: 3 Total: 15 53.3% 20.0% 17 Category of officers Name Position Data of officers Directors (excluding Audit and Supervisory Committee members) 6. Ryuji Tanaka Director Advisor Director 7. Izumi Kuwano 1. Toshihiko Aoyagi 2. Yoji Furumiya Representative Director and Chairman Corporate Officer Representative Director and President Corporate Officer 3. Toshihiro Mori Director and Managing Corporate Officer 4. Hiroyuki Fukunaga Director and Managing Corporate Officer 5. Koji Karaike Director and Senior Executive 8. Toshihide Ichikawa Director 9. Shinji Director Asatsuma 10. Kuniko Director Muramatsu 11. Michiaki Uriu Director 1. Eiichi Kuga Director and Audit Outside Independent Female Outside Independent Outside Independent Outside Independent Female Outside Independent Outside Independent Directors who are Audit and Supervisory Committee members 2. Masaya Hirokawa 4. Hiromi Fujita 3. Yasunori Eto Director and Audit and Supervisory Committee member Director and Audit and Supervisory Committee member and Supervisory Committee member Director and Audit and Supervisory Committee member Outside Independent Outside Independent Female 5 Reference Materials 2: Overview of Appropriate Disclosure System The CompanySubsidiariesOccurrence of material factsSupervisory general managersPresidentParty responsible forinformation security(Director General of CorporatePlanning Headquarters)R e p or t i ngCo n s ul t a t i onInformation security officer(General Manager of StrategyManagement Department)Information ManagementOffice(Strategy ManagementDepartment)Times of emergencyReport to Board of Directors(after occurrence)Executive CommitteeBoard of DirectorsAppendix 2 iDsclosure 6 Appendix 2 [After correction] Reference Materials 1: Corporate Governance System 7 Appendix 2 Number of directors Ratio of independent outside directors Ratio of female directors Number of corporate officers (excluding directors) Male: 12 Female: 3 Total: 15 46.7% 20.0% 17 Category of officers Name Position Data of officers Directors (excluding Audit and Supervisory Committee members) 6. Ryuji Tanaka Director Advisor Director 7. Izumi Kuwano 1. Toshihiko Aoyagi 2. Yoji Furumiya Representative Director and Chairman Corporate Officer Representative Director and President Corporate Officer 3. Toshihiro Mori Director and Managing Corporate Officer 4. Hiroyuki Fukunaga Director and Managing Corporate Officer 5. Koji Karaike Director and Senior Executive 8. Toshihide Ichikawa Director 9. Shinji Director Asatsuma 10. Kuniko Director Muramatsu 11. Michiaki Uriu Director 1. Eiichi Kuga Director and Audit Outside Female Outside Independent Outside Independent Outside Independent Female Outside Independent Outside Independent Directors who are Audit and Supervisory Committee members 2. Masaya Hirokawa 4. Hiromi Fujita 3. Yasunori Eto Director and Audit and Supervisory Committee member Director and Audit and Supervisory Committee member and Supervisory Committee member Director and Audit and Supervisory Committee member Outside Independent Outside Independent Female 8 Appendix 2 Reference Materials 2: Overview of Appropriate Disclosure System The CompanySubsidiariesOccurrence of material factsSupervisory general managersPresidentParty responsible forinformation security(Director General of CorporatePlanning Headquarters)R e p or t i n gCo ns u l t a t i o nInformation security officer(General Manager of StrategyManagement Department)Information ManagementOffice(Strategy ManagementDepartment)Times of emergencyReport to Board of Directors(after occurrence)Executive CommitteeBoard of DirectorsDisclosure 9 Appendix 3 Partial Correction to Independent Officer Notification (Corrected parts are underlined) 1. Independent Officer Notification (1) Past fiscal years A Report submitted on May 18, 2021 [Before correction] 2. Matters regarding independence of independent officers and outside officers No. Name Outside Director/Outside Audit and Supervisory Committee Member Independent officer Attributes of officer (*2, 3) a b c d e f g h i j k l N/A Change details Consent of individual Outside director ○ ○ Yes Izumi Kuwano 1 3. Explanation of attributes and reason for appointment of independent officer No. Explanation of relevant circumstances (*4) Reason for appointment (*5) [Important information on concurrent post(s)] President, Tamanoyu Co., Ltd. Although the Company has a business relationship with Tamanoyu Co., Ltd. including payment of hotel accommodation fees, the monetary value of such transactions are within the scope of the independence criteria set by the Company. (see 4. Supplemental Information). Ms. Kuwano was appointed in anticipation that she will perform the functions of supervision and monitoring of the Company’s management from the perspective of her experience and knowledge as an expert in tourism and management gained throughout her career history, having long been involved in the management of Tamanoyu Co., Ltd. and having furthermore played an active role in tourism and local town planning. In addition, it has been determined that Ms. Kuwano is sufficientlyindependent of the Company due to the fact that she fulfills the requirements for independent directors as defined by the Tokyo Stock Exchange as well as the Company’s independence evaluation criteria for outside officers, and therefore no conflict of interest with general shareholders should arise. Her appointment also reflects the Company’s belief that she will supervise its management from an independent perspective. [After correction] 2. Matters regarding independence of independent officers and outside officers No. Name Outside Director/Outside Audit and Supervisory Committee Member Independent officer Attributes of officer (*2, 3) a b c d e f g h i j k l N/A Change details Consent of individual 1 Izumi Kuwano Outside director Correction, change 3. Explanation of attributes and reason for appointment of independent officer No. Explanation of relevant circumstances (*4) Reason for appointment (*5) Not applicable. Ms. Kuwano was appointed in anticipation that she will perform the functions of supervision and monitoring of the Company’s management from the perspective of her experience and knowledge as an expert in tourism and management gained throughout her career history, having long been involved in the management of Tamanoyu Co., Ltd. and having furthermore played an active role in tourism and local town planning. 1 1