九州旅客鉄道（9142） – Notice of the 35th Annual General Meeting of Shareholders

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. (Translation) To our shareholders: (Securities Code: 9142) May 27, 2022 Yoji Furumiya Representative Director and President, Corporate Officer Kyushu Railway Company 3-25-21, Hakata-ekimae, Hakata-ku, Fukuoka, Japan Notice of the 35th Annual General Meeting of Shareholders Kyushu Railway Company (the “Company”) is pleased to announce the 35th Annual General Meeting of Shareholders of the Company (the “Meeting”), which will be held as indicated below. In view of the situation of the novel coronavirus disease (COVID-19) the Company requests that you exercise your voting rights beforehand in writing (postal mail) or via the internet, etc. and make your best efforts to refrain from attending the General Meeting of Shareholders in order to ensure the safety of our shareholders and to prevent infection. If you wish to exercise your voting rights in writing (postal mail) or via the internet, etc., please review the Reference Documents for the General Meeting of Shareholders as described hereinafter, and exercise your voting rights so they arrive or are submitted no later than 5:30 p.m. (JST) on Wednesday, June 22, 2022. Additionally, a recording of the General Meeting of Shareholders will be available for approximately two weeks following the meeting, and shareholders are encouraged to make use of it (please see the cover page of the Japanese version for the website address). Guidance for exercising voting rights If you are able to attend the Meeting Submission to Receptionist at the Meeting If you are unable to attend the Meeting Exercise of voting rights by mail You are kindly requested to present the enclosed voting form at the reception. Please indicate your approval or disapproval of the proposals on the enclosed voting form, and return it so that your vote is received no later than 5:30 p.m. (JST) on Wednesday, June 22, 2022. Exercise of voting rights via the internet Please access the website for exercising voting rights (https://www.web54.net). Use the “voting right exercise code” and “password” described in the enclosed voting form, and follow the directions on the screen to register your approval or disapproval of the proposals no later than 5:30 p.m. (JST) on Wednesday, June 22, 2022. To Institutional Investors The electronic voting platform operated by Investor Communications Japan Inc. (ICJ, Inc.) is available for the institutional investors. – 1 – 1. Date and Time: Thursday, June 23, 2022, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.) 2. Venue: Banquet hall “TSUKUSHI,” Main building 3F, Hotel Nikko Fukuoka 2-18-25, Hakata-ekimae, Hakata-ku, Fukuoka, Japan Details 3. Purpose of the Meeting Matters to be reported 1. Report on the Business Report and the Consolidated Financial Statements for the 35th fiscal year (from April 1, 2021 to March 31, 2022), and the results of audits of the Consolidated Financial Statements by the accounting auditor and the Audit and Supervisory Committee 2. Report on the Non-Consolidated Financial Statements for the 35th fiscal year (from April 1, 2021 to March 31, 2022) Matters to be resolved Proposal No. 1: Appropriation of Surplus Proposal No. 2: Partial Amendments to the Articles of Incorporation Proposal No. 3: Election of Eleven (11) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Proposal No. 4: Election of Four (4) Directors Who Are Audit and Supervisory Committee Proposal No. 5: Establishment of Remuneration Framework for the Performance-based Stock Members Compensation Plan for Directors ◎ If the voting form is submitted with no indication of either “approval” or “disapproval” for each proposal, the shareholders in question shall be deemed to have indicated “approval” for each proposal. ◎ If your voting rights are exercised multiple times by the voting form or via the internet, etc. the last vote received by the Company will be deemed to constitute the effective exercise of your voting rights. Please note that, if your vote cast via the internet, etc. and your voting form are received on the same day, the vote via the internet, etc. will be deemed to constitute the effective exercise of your voting rights. ◎ If you are to attend the Meeting, you are kindly requested to present the enclosed voting form at the reception. ◎ Of documents attached to this notice, “Systems for Ensuring the Appropriateness of Business Activities and the Operation Status of the Systems,” “Consolidated Statements of Changes in Net Assets,” “Notes to Consolidated Financial Statements,” “Non-Consolidated Statements of Changes in Net Assets,” and “Notes to Non-Consolidated Financial Statements” are not included in this notice since they are disclosed on the Company’s corporate website pursuant to laws, regulations, and the Company’s Articles of Incorporation. The Business Report audited by the Audit and Supervisory Committee and Consolidated and Non-Consolidated Financial Statements audited by the Audit and Supervisory Committee and the accounting auditor consist of “Systems for Ensuring the Appropriateness of Business Activities and the Operation Status of the Systems,” “Consolidated Statements of Changes in Net Assets,” “Notes to Consolidated Financial Statements,” “Non-Consolidated Statements of Changes in Net Assets,” and “Notes to Non-Consolidated Financial Statements.” ◎ Should there be any revisions to Reference Documents for the General Meeting of Shareholders, Business Reports, or Consolidated or Non-Consolidates Financial Statements, revised information will be posted on the Company’s corporate website on the internet. ◎ Please be advised that no gift or equivalent is intended to be provided at the General Meeting of Shareholders. Company’s corporate website https://www.jrkyushu.co.jp/english/ – 2 – Reference Documents for the General Meeting of Shareholders Proposal No. 1: Appropriation of Surplus The Company positions the return of profits to shareholders as one of the most important management policies. We believe it is important to return profits to shareholders in a stable and long-term manner. For the period through the fiscal year ending March 31, 2025, the Company has set the minimum dividend at ¥93.0 per share, with a target consolidated dividend payout ratio of 35%. In addition, the Company will repurchase its own shares as the situation demands in order to improve capital efficiency. Although the impact of COVID-19 was extremely harsh on the Company’s business results for the fiscal year ended March 31, 2022, based on the above policy, the Company has decided to pay a year-end dividend of ¥93 per share for the fiscal year ended March 31, 2022. (1) Type of dividend property Cash ¥93.00 per Company’s common share Total: ¥ 14,629,048,335 (2) Allotment of dividend property to shareholders and its total amount (3) Effective date of dividends from surplus June 24, 2022 Reference: ◆Trends in dividends per share and consolidated dividend payout ratio FY 3/2021 FY 3/2022 (planned) Annual dividend amount per share Consolidated dividend payout ratio ¥ 93 ¥ 93 – 110.3% (yen)120100806040200Dividend amountConsolidated dividend payout ratio(left scale)(right scale)839393939338.513.8 26.3 30.2 46.9 110.3(%)160140120100806040200FY ’17/3FY ’18/3 FY ’19/3 FY ’20/3 FY ’21/3 FY ’22/3(planned)(*for halfyear)(Note) Consolidated dividend payout ratio for the fiscal year ended March 31, 2021, is not presented because net loss attributable to owners of the parent was recorded. – 3 – Proposal No. 2: Partial Amendments to the Articles of Incorporation 1. Reasons for the proposal (1) The revised stipulations stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022, and the Company proposes the following amendments to the Company’s Articles of Incorporation in preparation for the implementation of the system for electronic provision of informational materials for general meetings of shareholders. (i) Article 16, Paragraph 1 of the proposed amendments stipulates that information that is the content of reference documents for the general meeting of shareholders, etc., shall be provided electronically. (ii) Article 16, Paragraph 2 of the proposed amendments establishes the stipulation to limit the scope of matters to be recorded in physical documents that are provided to shareholders who requested provision of physical documents. (iii) As stipulations concerning internet disclosure and deemed provision of reference documents for general meetings of shareholders (Article 16 of the current Articles of Incorporation) will no longer be necessary, these shall be deleted. (iv) Supplementary provisions shall be established concerning the effective date, etc., in line with the new establishments and deletions above. (2) In order to ensure that Directors who are not executive Directors can fully perform their expected roles, Article 31 (Limited liability agreement with Outside Directors) of the current Articles of Incorporation shall be amended so that limited liability agreements can also be entered with Directors who are not executive Directors. Each Audit and Supervisory Committee Member has already given their consent to this proposal. Current Articles of Incorporation Proposed amendments (Underlined portions indicate amendments.) (Deleted) 2. Details of the amendments Details of the amendments are as follows. (Internet disclosure and deemed provision of reference documents for general meetings of shareholders) Article 16 In the convocation of general meetings of shareholders, the Company may deem that it has provided to shareholders information concerning matters that must be displayed in the reference documents for general meetings of shareholders, business report, non-consolidated financial statements, and consolidated financial statements via internet disclosure in conformity with definitions provided in the Ministry of Justice Order. (Newly established) Article 16 1. (Measures for electronic provision, etc.) In the convocation of general meetings of shareholders, the Company shall provide electronically information that is the content of reference documents for the general meeting of shareholders, etc. – 4 – Current Articles of Incorporation Proposed amendments (Limited liability agreement with Outside Directors) Article 31 Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company may enter into a limited liability agreement with each Outside Director, which limits their liability for damages under Article 423, paragraph (1) of the Companies Act. However, the limit of liability of such agreements shall be the amount stipulated by laws and regulations. (Newly established) 1. The deletion of Article 16 (Internet disclosure and 2. Of the matters to which electronic provision measures apply, the Company may choose not to record all or part of matters stipulated in the Ministry of Justice Order in the physical documents provided to shareholders who made requests for provision of physical documents by the record date for voting rights. (Limited liability agreements with Directors who are not executive Directors) Article 31 Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company may enter into a limited liability agreement with each Director who is not an executive Director, which limits their liability for damages under Article 423, paragraph (1) of the Companies Act. However, the limit of liability of such agreements shall be the minimum liability amount stipulated by laws and regulations. (Supplementary provisions) deemed provision of reference documents for general meetings of shareholders) of the current Articles of Incorporation and the establishment of Article 16 (Measures for electronic provision, etc.) of the proposed amendments shall take effect from September 1, 2022, which is the date of enforcement of the revised stipulations stipulated in the proviso of Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (the “Enforcement Date”). 2. Notwithstanding the provisions of the previous paragraph, Article 16 of the current Articles of Incorporation shall remain valid for general meetings of shareholders held on a day that is within six months of the Enforcement Date. 3. These supplementary provisions shall be deleted on the day after which six months have elapsed since the Enforcement Date or the day after which three months have elapsed since the day of the general meeting of shareholders in the previous paragraph, whichever is later. – 5 – Proposal No. 3: Election of Eleven (11) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) The terms of office of all eleven (11) directors (excluding directors who are Audit and Supervisory Committee members; the same shall apply hereinafter in this proposal) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company requests the election of eleven (11) directors. With regard to this proposal, the Company has decided the details thereof after receiving recommendation by the Company’s Nomination and Compensation Advisory Committee, composed of five Outside Directors and one Inside Director, and chaired by an Independent Outside Director, that this proposal is appropriate from a perspective of establishing a solid management structure and strengthening its commitment for achieving the medium-term business plan and 2030 Long-Term Vision, and of further enhancing corporate governance toward sustainable growth and improvement of the Company’s corporate value in the medium to long term. Furthermore, the Company’s Audit and Supervisory Committee has judged that each candidate meets the Company’s selection standard for candidates for director, and judges all of the candidates to be competent to serve as directors of the Company having considered their achievements, expertise, and so forth. (1) Approach to the composition of the Board of Directors to enhancing corporate value The Group is active in transportation businesses starting with the railway business, as well as the real estate and hotels business, retail and restaurant business, and construction business, and its mission is sustainable business operations centered in the Kyushu region. To fulfill this mission, while considering the overall balance of the Board of Directors, the Board of Directors selects diverse Director candidates with varying expertise and experience and works to optimize personnel to effectively and efficiently exercise those capabilities. (2) Strengthening the corporate governance system considering dialogue with investors and third-party evaluations In June 2018, the Company transitioned to a company with audit and supervisory committee while also adopting Corporate Officer System with aims that include strengthening the supervisory function of its Board of Directors, speeding up managerial decision-making, achieving efficient corporate management, and separating the task of business execution from those of managerial decision-making and the supervisory function. The current composition of the Board of Directors includes four Independent Outside Directors out of eleven Directors who are not Audit and Supervisory Committee members, and three Independent Outside Directors out of four Directors who are Audit and Supervisory Committee members, ensuring the effectiveness of management oversight by having seven Independent Outside Directors out of fifteen Directors. Furthermore, based on the diverse experience and expertise of Outside Directors with knowledge in each field, we held even deeper discussions at meetings of the Board of Directors. Additionally, we have established a Nomination and Compensation Advisory Committee with an extremely high level of independence, composed of five Outside Directors (of which four are Independent Outside Directors) and one Inside Director and chaired by an Independent Outside Director. Furthermore, as part of our efforts to improve governance, we held exchanges of opinions among analysts, institutional investors, and Independent Outside Directors, working to improve the transparency of the Board of Directors. This issues awareness and these initiatives are based on evaluations and discussions at the Board of Directors effectiveness evaluation implemented every year. We confirm the effects of initiatives in the Board of Directors effectiveness evaluation and are holding discussions at meetings of the Board of Directors to further improve effectiveness. – 6 – (3) A New Board of Directors Structure and Skillset Suited to the Company’s Management and Management Oversight The Company’s Board of Directors is composed of Inside Directors with sufficient knowledge and experience in the main businesses operated by the Group and Outside Directors who conduct effective monitoring and oversight from an independent and objective standpoint, and from the perspective of the effectiveness of oversight functions, we believe it is appropriate that the Board of Directors be composed of a majority of Outside Directors. In addition, the Company defines the knowledge and experience necessary for the Company’s Board of Directors as the important fields for the Company to fulfill its mission of sustainable business operations centered in the Kyushu region, which are “railway and mobility services,” “real estate and local community development,” and “ESG and sustainability,” defines the knowledge and experience believed necessary by the Company from the perspective of corporate management as “corporate management,” “legal affairs and risk management,” “finance and M&A,” and “human resources and remuneration,” and has nominated these diverse candidates for Director that have this knowledge and experience. Furthermore, the spread of COVID-19 has had serious effects on the Company’s business, and as we are now at an important stage in which we must come together as a region to overcome the current challenging business environment, knowledge on Kyushu is becoming increasingly important. Furthermore, in the “JR Kyushu Group Medium-Term Business Plan 2022 – 2024,” the Company upholds the 2030 Long-Term Vision and the policy to realize it, and aims to evolve “products and services,” “mobility” and “areas.” To realize the 2030 Long-Term Vision, the Company revised materiality and set non-financial KPI. Within this, the Company also believes that the promotion of human resources strategy going forward is important. In the new Board of Directors structure based on the above approach, the total number of Directors is fifteen, the number of Independent Outside Directors is eight (53.3% of Directors are Independent Outside Directors), and the number of female Directors is three (20.0% of Directors are women). Furthermore, the skillset is listed on the next page. – 7 – [Areas of expertise the Company expects from candidates for Directors in particular] Area of expertise the Company expects from candidates for Directors in particular Railways/ mobility services Real estate/ local community development ESG/ sustainability Corporate management Legal affairs/ risk management Finance/ M&A Human resources/ remuneration Name Positions, etc. Toshihiko Aoyagi Yoji Furumiya Toshihiro Mori Hiroyuki Fukunaga Chairman Corporate Officer President Corporate Officer Managing Corporate Officer Managing Corporate Officer Takuma Matsushita Managing Corporate Officer Senior Executive Adviser Adviser, Mitsui Fudosan Co., Ltd. Former Director, Kansai Paint Co., Ltd. Representative Director, Wellness Systems Institute Representative Director and Chairperson, Kyushu Electric Power Company, Incorporated Director and Vice President of ANA Strategic Research Institute Co., Ltd. Advisor, Nippon Life Insurance Company Koji Karaike Toshihide Ichikawa Outside Independent Shinji Asatsuma Outside Independent Kuniko Muramatsu Outside Independent Female Michiaki Uriu Outside Independent Hitomi Yamamoto Outside Independent Female Koji Otabe Audit and Supervisory Committee Member Outside Independent ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● – 8 – Name Positions, etc. Area of expertise the Company expects from candidates for Directors in particular Railways/ mobility services Real estate/ local community development ESG/ sustainability Corporate management Legal affairs/ risk management Finance/ M&A Human resources/ remuneration ● ● ● ● Koji Higashi Audit and Supervisory Committee Member Yasunori Eto Audit and Supervisory Committee Member Outside Independent Hiromi Fujita Audit and Supervisory Committee Member Outside Independent Female Attorney at law, Bengoshi Hojin Hino Sogo Law Office Senior Partner Tax Accountant, Sakura Yuwa Partners Tax Accountant Corporation (4) Candidates for Director The candidates for director are as follows: ● ● ● ● Attendance at meetings of the Board of Directors during the fiscal year ended March 31, 2022 No. Name 1 Toshihiko Aoyagi Reelection 2 Yoji Furumiya Reelection 3 Toshihiro Mori Reelection 4 Hiroyuki Fukunaga Reelection Current positions and responsibilities in the Company Representative Director and Chairman Corporate Officer Chairman of the Board of Directors Representative Director and President Corporate Officer Chief Executive Officer In charge of Auditing Department Director and Managing Corporate Officer Director General of Business Development Headquarters Director and Managing Corporate Officer Director General of Railway Operations Headquarters General Manager of Northern Kyushu Regional Head Office 13/13 (100%) 13/13 (100%) 13/13 (100%) 13/13 (100%) – 9 – No. Name Current positions and responsibilities in the Company Attendance at meetings of the Board of Directors during the fiscal year ended March 31, 2022 5 Takuma Matsushita New election Managing Corporate Officer Chief Financial Officer Director General of Corporate Planning Headquarters In charge of Public Relations Department In charge of Finance & Accounting Department 6 Koji Karaike Reelection Director and Senior Executive Adviser 7 Toshihide Ichikawa Director 8 Shinji Asatsuma Director 9 Kuniko Muramatsu Director 10 Michiaki Uriu Director Reelection Outside Independent Reelection Outside Independent Reelection Outside Independent Female Reelection Outside Independent New election Outside Independent Female 11 Hitomi Yamamoto – (Note) Since Mr. Michiaki Uriu was newly elected at the 34th Annual General Meeting of Shareholders held on June 23, 2021, the number of the meetings of the Board of Directors held during his period in office differs from that for other directors. – 13/13 (100%) 13/13 (100%) 13/13 (100%) 13/13 (100%) 9/11 (81.8%) – – 10 – (5) The brief biographies of the candidates The brief biographies of the candidates are as follows: Candidate No. 1 Toshihiko Aoyagi Date of Birth: August 19, 1953 Reelection Attendance at meetings of the Board of Directors during the fiscal year ended March 31, 2022: 13/13 (100%) Number of the Company’s shares owned: 12,046 shares Apr. 2001 June 2004 Career summary, position and responsibility in the Company, and important information on concurrent posts outside the Company Joined Japanese National Railways Apr. 1977 Joined Kyushu Railway Company Apr. 1987 General Manager of Transportation Department of June 1998 Technology and Operations Headquarters, Kyushu Railway Company General Manager of Transportation Department of Railway Operations Headquarters, Kyushu Railway Company General Manager of Kagoshima Regional Office, Kyushu Railway Company Director, General Manager of Kagoshima Regional Office, Kyushu Railway Company Director, Deputy Director General of Railway Operations Headquarters, General Manager of Planning Department of Railway Operations Headquarters and General Manager of Transportation Safety Department of Railway Operations Headquarters, Kyushu Railway Company Director, General Manager of Railway Operations Headquarters and General Manager of Planning Department of Railway Operations Headquarters, Kyushu Railway Company June 2008 May 2006 June 2005 June 2008 Managing Director, General Manager of Railway Operations Headquarters and General Manager of Planning Department of Railway Operations Headquarters, Kyushu Railway Company June 2010 Managing Director, General Manager of Railway Operations Headquarters, General Manager of Planning Department of Railway Operations Headquarters and General Manager of Northern Kyushu Regional Head Office, Kyushu Railway Company Aug. 2010 Managing Director, General Manager of Railway Operations June 2012 June 2013 June 2014 Headquarters and General Manager of Northern Kyushu Regional Head Office, Kyushu Railway Company Senior Managing Director, General Manager of Railway Operations Headquarters and General Manager of Northern Kyushu Regional Head Office, Kyushu Railway Company Senior Managing Director and Representative Director, General Manager of Railway Operations Headquarters and General Manager of Northern Kyushu Regional Head Office, Kyushu Railway Company Representative Director and President, Kyushu Railway Company – 11 – June 2018 Representative Director, President and Corporate Officer, Kyushu Railway Company June 2019 Apr. 2022 Representative Director, President and Corporate Officer and Chief Executive Officer, Kyushu Railway Company Representative Director and Chairman, Corporate Officer, Kyushu Railway Company (current) Chairman of the Board of Directors Chair, Fukuoka Association of Corporate Executives Reasons for nomination as candidate for director Mr. Toshihiko Aoyagi has a wealth of experience in the railway business, which is the Company’s primary business, has taken part in business management of the Company for 17 years since appointed as Director in 2005 and he has been contributing to increasing the Group’s corporate value in the capacities as Representative Director and Senior Managing Director from June 2013 and Representative Director and President from June 2014, having overseen the public listing of its stock, in addition to changing the corporate structure, introducing the corporate officer system, constructing the current governance system by working on initiatives such as changing the officer remuneration system, etc. Having been responsible for overall business management of the Group in the capacity as Chairman of the Board of Directors from April 2022, he has a wealth of knowledge and expertise regarding business management. The Company has nominated him as a candidate for director again in light of his achievements, capabilities, and corporate management experience, as well as his outstanding personality and insight, with the expectation that he will use his abilities to realize the sustainable growth of the Company and increase its corporate value over the medium and long term. Special interests in the Company: There is no special interest between Mr. Toshihiko Aoyagi and the Company. – 12 – Candidate No. 2 Yoji Furumiya Date of Birth: November 26, 1962 Reelection Attendance at meetings of the Board of Directors during the fiscal year ended March 31, 2022: 13/13 (100%) Number of the Company’s shares owned: 7,616 shares June 2010 May 2006 Career summary, position and responsibility in the Company, and important information on concurrent posts outside the Company Joined Japanese National Railways Apr. 1985 Joined Kyushu Railway Company Apr. 1987 General Manager of Planning Department of Railway May 2005 Operations Headquarters, Kyushu Railway Company General Manager of Transportation Department of Railway Operations Headquarters, Kyushu Railway Company General Manager of Marketing & Sales Department of Railway Operations Headquarters, Kyushu Railway Company General Manager of Customer Service Department of Railway Operations Headquarters and General Manager of Marketing & Sales Department of Railway Operations Headquarters, Kyushu Railway Company General Manager of Administration Department, Kyushu Railway Company Director and General Manager of Administration Department, Kyushu Railway Company June 2012 June 2012 June 2011 Sept. 2012 Director, General Manager of Cruise Train Division of Railway Operations Headquarters and General Manager of Administration Department, Kyushu Railway Company Director, General Manager of Administration Department, Kyushu Railway Company June 2016 Managing Director, Director General of Railway Operations Headquarters and General Manager of Northern Kyushu Regional Head Office, Kyushu Railway Company Director and Managing Corporate Officer, Director General of Railway Operations Headquarters and General Manager of Northern Kyushu Regional Head Office, Kyushu Railway Company Director and Senior Managing Corporate Officer, Director General of Railway Operations Headquarters and General Manager of Northern Kyushu Regional Head Office, Kyushu Railway Company Director and Senior Managing Corporate Officer, Director General of Corporate Planning Headquarters, Kyushu Railway Company Representative Director, President and Corporate Officer and Chief Executive Officer, Kyushu Railway Company (current) June 2013 June 2018 June 2019 June 2020 Apr. 2022 Chief Executive Officer, In charge of Auditing Department None – 13 – Reasons for nomination as candidate for director Mr. Yoji Furumiya has a wealth of experience in the railway business, which is the Company’s primary business, and has participated in the management of the Company as a director since June 2012. He has been responsible for overall administration of business management of the Company in the capacity as Director and Senior Managing Corporate Officer from June 2020 and as Representative Director, President and Corporate Officer from April 2022. He played a central role in formulating the “JR Kyushu Group Medium-Term Business Plan 2022–2024” as Director General of Corporate Planning Headquarters, launched new projects, such as the BPR project, and contributed to strengthening the JR Kyushu Group’s corporate governance during the COVID-19 pandemic. The Company has nominated him as a candidate for director again in light of his achievements, capabilities, and corporate management experience, as well as his outstanding personality and insight, with the expectation that he will use his abilities to realize the JR Kyushu Group’s sustainable growth and medium- to long-term increase of corporate value through the promotion of important strategies such as strengthening ESG management and creating a system to support it. Special interests in the Company: There is no special interest between Mr. Yoji Furumiya and the Company. – 14 – Candidate No. 3 Toshihiro Mori Date of Birth: March 1, 1969 Reelection Attendance at meetings of the Board of Directors during the fiscal year ended March 31, 2022: 13/13 (100%) Number of the Company’s shares owned: 2,172 shares June 2017 June 2015 June 2014 June 2013 Career summary, position and responsibility in the Company, and important information on concurrent posts outside the Company Joined Kyushu Railway Company Apr. 1991 Director, Drug Eleven Holdings Co., Ltd. May 2007 President, Drug Eleven Holdings Co., Ltd. June 2009 General Manager of Fund Management Department, Kyushu May 2011 Railway Company General Manager of Finance & Accounting Department, Kyushu Railway Company General Manager of Marketing & Sales Department of Railway Operations Headquarters, Kyushu Railway Company General Manager of Customer Service Department of Railway Operations Headquarters and General Manager of Marketing & Sales Department of Railway Operations Headquarters, Kyushu Railway Company Director, General Manager of Travel Services Headquarters, Kyushu Railway Company Director, Deputy Director General of Corporate Planning Headquarters and General Manager of Strategy Management Department of Corporate Planning Headquarters, Kyushu Railway Company Senior Corporate Officer, Deputy Director General of Corporate Planning Headquarters and General Manager of Strategy Management Department of Corporate Planning Headquarters, Kyushu Railway Company Director and Managing Corporate Officer, Chief Financial Officer, Deputy Director General of Corporate Planning Headquarters and General Manager of Strategy Management Department of Corporate Planning Headquarters, Kyushu Railway Company Director and Managing Corporate Officer, Director General of Business Development Headquarters, Kyushu Railway Company (current) June 2019 June 2018 Apr. 2022 Apr. 2018 Director General of Business Development Headquarters None – 15 – Reasons for nomination as candidate for director Mr. Toshihiro Mori has a wealth of experience and board expertise as he was primarily engaged in finance operations, and assumed the post of Director and Managing Corporate Officer, Deputy Director General of Corporate Planning Headquarters and General Manager of Strategy Management Department. From June 2019, he served as Chief Financial Officer and participated in management as a director, and contributed to increasing the corporate value of the Group through the promotion of ESG management, the drawing up of financial strategies and the strengthening of IR. The Company has nominated him as a candidate for director again in light of his achievements, capabilities and corporate management experience, as well as his outstanding personality and insight, with the expectation that he will use his abilities to play a central role in further increasing the corporate value of the Group by promoting city-building initiatives, etc. through structural reform of the hotels business, growth investments and the usage of the private offering of REIT products, as well as reflect this knowledge in discussions at meetings of the Board of Directors. Special interests in the Company: There is no special interest between Mr. Toshihiro Mori and the Company. – 16 – Candidate No. 4 Hiroyuki Fukunaga Date of Birth: May 10, 1963 Reelection Attendance at meetings of the Board of Directors during the fiscal year ended March 31, 2022: 13/13 (100%) Number of the Company’s shares owned: 2,262 shares Career summary, position and responsibility in the Company, and important information on concurrent posts outside the Company Apr. 1990 June 2013 General Manager of Shinkansen Operational Management Department of Railway Operations Headquarters, Kyushu Railway Company Joined Kyushu Railway Company June 2015 Director General of Cruise Train Division of Railway Operations Headquarters and General Manager of Transportation Department of Railway Operations Headquarters, Kyushu Railway Company June 2016 Director, Deputy Director General of Railway Operations Headquarters, Director General of Cruise Train Division of Railway Operations Headquarters and General Manager of Transportation Department of Railway Operations Headquarters, Kyushu Railway Company June 2018 Senior Corporate Officer, Deputy Director General of Railway Operations Headquarters, Director General of Cruise Train Division of Railway Operations Headquarters and General Manager of Transportation Department of Railway Operations Headquarters, Kyushu Railway Company June 2020 Director and Managing Corporate Officer, Director General of Railway Operations Headquarters and General Manager of Northern Kyushu Regional Head Office, Kyushu Railway Company (current) ＜Current responsibility in the Company＞ Director General of Railway Operations Headquarters General Manager of Northern Kyushu Regional Head Office None Reasons for nomination as candidate for director Mr. Hiroyuki Fukunaga has a wealth of experience and broad expertise, having worked primarily in the railway business and having served as Director and Managing Corporate Officer, Director General of Railway Operations Headquarters and General Manager of Northern Kyushu Regional Head Office, Kyushu Railway Company from June 2020. In particular, he contributes to increasing the corporate value of the Group through technological innovation and establishment of an efficient business operation system, particularly in the railway business. The Company has nominated him as a candidate for director again in light of his achievements and capabilities, as well as his outstanding personality and insight, with the expectation that he will use his abilities to play a central role in increasing safety and service levels along with improving profitability in the railway business. Special interests in the Company: There is no special interest between Mr. Hiroyuki Fukunaga and the Company. – 17 – Candidate No. 5 Takuma Matsushita Date of Birth: October 16, 1967 New election Attendance at meetings of the Board of Directors during the fiscal year ended March 31, 2022: – Number of the Company’s shares owned: 1,991 shares June 2011 Career summary, position and responsibility in the Company, and important information on concurrent posts outside the Company Joined Kyushu Railway Company Apr. 1991 Deputy General Manager of Administration Department, May 2011 Kyushu Railway Company General Manager of Strategy Management Department of Corporate Planning Headquarters, Kyushu Railway Company President, JR KYUSHU DRUG ELEVEN CO., LTD. Director, Deputy Director General of Business Development Headquarters and General Manager of Planning & Development Department of Business Development Headquarters, Kyushu Railway Company Senior Corporate Officer, Deputy Director General of Business Development Headquarters and General Manager of Planning & Development Department of Business Development Headquarters, Kyushu Railway Company May 2014 June 2017 June 2018 June 2019 Managing Corporate Officer, Deputy Director General of Business Development Headquarters and General Manager of Planning & Development Department of Business Development Headquarters, Kyushu Railway Company Apr. 2022 Managing Corporate Officer, Chief Financial Officer and Director General of Corporate Planning Headquarters, Kyushu Railway Company (current) Chief Financial Officer Director General of Corporate Planning Headquarters In charge of Public Relations Department and Finance & Accounting Department None Reasons for nomination as candidate for outside director and outline of expected role Mr. Takuma Matsushita has a wealth of experience and broad expertise as he was primarily engaged in corporate planning and business development, served as General Manager of Strategy Management Department of Corporate Planning Headquarters, President of JR KYUSHU DRUG ELEVEN CO., LTD., and Deputy Director General of Business Development Headquarters and General Manager of Planning & Development, and contributed to the increase of the Group’s corporate value through the station building business, which carries out strategic city-building initiatives in the regions around its business areas. The Company has nominated him as a candidate for director in light of his achievements and corporate management experience, as well as his outstanding personality and insight, with the expectation that he will use his abilities to realize the increase of the Group’s corporate value and play a central role in establishing sustainable mobility services, as well as reflect this knowledge in discussions at meetings of the Board of Directors, through strengthening ESG management, financial strategies and IR, in addition to the promotion of the Group’s overall business strategies. Special interests in the Company: There is no special interest between Mr. Takuma Matsushita and the Company. – 18 – Candidate No. 6 Koji Karaike Date of Birth: April 2, 1953 Reelection Attendance at meetings of the Board of Directors during the fiscal year ended March 31, 2022: 13/13 (100%) Number of the Company’s shares owned: 7,449 shares June 2000 Apr. 1996 June 1997 Career summary, position and responsibility in the Company, and important information on concurrent posts outside the Company Joined Japanese National Railways Apr. 1977 Joined Kyushu Railway Company Apr. 1987 General Manager of Restaurant Business of Distribution Mar. 1995 Operations Headquarters, Kyushu Railway Company President, JR Kyushu Food Service Inc. General Manager of Strategy Management Department of Corporate Planning Headquarters, Kyushu Railway Company Representative Director and President, JR Kyushu Food Service Inc. Director, Deputy Director General of Railway Operations Headquarters, General Manager of Customer Service Department of Railway Operations Headquarters and General Manager of Marketing & Sales Department of Railway Operations Headquarters, Kyushu Railway Company Director, Deputy Director General of Railway Operations Headquarters, General Manager of Customer Service Department of Railway Operations Headquarters, General Manager of Marketing & Sales Department of Railway Operations Headquarters and Director General of Travel Services Headquarters, Kyushu Railway Company June 2003 June 2005 June 2006 Managing Director, Deputy Director General of Corporate Planning Headquarters and General Manager of Strategy Management Department of Corporate Planning Headquarters, Kyushu Railway Company June 2008 Managing Director and Deputy Director General, Corporate June 2008 June 2009 June 2014 June 2018 Apr. 2022 Planning Headquarters, Kyushu Railway Company Senior Managing Director and Representative Director, General Manager of Corporate Planning Headquarters, Kyushu Railway Company Representative Director and President, Kyushu Railway Company Representative Director and Chairman, Kyushu Railway Company Representative Director and Chairman, Corporate Officer, Kyushu Railway Company Director and Senior Executive Adviser, Kyushu Railway Company (current) None Chairman of Kyushu Tourism Promotion Organization – 19 – Reasons for nomination as candidate for director Mr. Koji Karaike has a wealth of knowledge and expertise regarding business management. He has taken part in business management of the Company for 19 years since appointed as Director in 2003. He was appointed President from June 2009, and in this role he built a management foundation suitable for a listed company by strengthening the total capabilities of the Group, and promoted community development that shows the charm of Kyushu through various businesses such as railways and station buildings. As Chairman of the Board of the Directors since June 2014, he has supervised overall business management of the Company, etc. The Company has nominated him as a candidate for director again in light of his achievements, capabilities, and corporate management experience, as well as his outstanding personality and insight, with the expectation that he will appropriately supervise the business management. Special interests in the Company: There is no special interest between Mr. Koji Karaike and the Company. – 20 – Candidate No. 7 Toshihide Ichikawa Date of Birth: September 27, 1954 Reelection Outside Independent Attendance at meetings of the Board of Directors during the fiscal year ended March 31, 2022: 13/13 (100%) Number of the Company’s shares owned: – shares Tenure as outside director of the Company: 3 years Career summary, position and responsibility in the Company, and important information on concurrent posts outside the Company Apr. 1977 Apr. 2003 Joined Mitsui Fudosan Co., Ltd. General Manager of Roppongi-Project Development Planning Department, Mitsui Fudosan Co., Ltd. Apr. 2005 Managing Officer, General Manager of Roppongi-Project Development Planning Department, Mitsui Fudosan Co., Ltd. Aug. 2005 Managing Officer, General Manager of Tokyo Midtown Apr. 2008 Apr. 2009 June 2011 Development Department, Mitsui Fudosan Co., Ltd. Executive Managing Officer, General Manager of Tokyo Midtown Development Department, Mitsui Fudosan Co., Ltd. Executive Managing Officer, Chief Operating Officer of Accommodations Business Division, Mitsui Fudosan Co., Ltd. Executive Managing Director, Executive Managing Officer, Chief Operating Officer of Accommodations Business Division, Mitsui Fudosan Co., Ltd. Apr. 2013 Managing Director, Mitsui Fudosan Co., Ltd. Advisor, Mitsui Home Co., Ltd. Apr. 2013 Specially Appointed Advisor, Mitsui Fudosan Co., Ltd. June 2013 Representative Director and President, Chief Executive June 2013 Officer, Mitsui Home Co., Ltd. Group Senior Officer, Mitsui Fudosan Co., Ltd. Advisor, Mitsui Fudosan Co., Ltd. (current) Standing Advisor, Mitsui Home Co., Ltd. (current) Director, Kyushu Railway Company (current) Oct. 2018 Apr. 2019 Apr. 2019 June 2019 None Advisor, Mitsui Fudosan Co., Ltd. Standing Advisor, Mitsui Home Co., Ltd. – 21 – Reasons for nomination as candidate for outside director and outline of expected role Mr. Toshihide Ichikawa has a wealth of expertise and experience regarding the real estate and housing business, and insight regarding management from his experience as a director, having been involved primarily in the housing development and building business, with a record of achievements in community development that is charming and overflows with activity as General Manager of Tokyo Midtown Development Department, in addition to serving as Chief Operating Officer of Accommodations Business Division, who comprehends various lifestyle spaces, from the lease business to hotels, from the perspective of the length of stay and services. Since June 2019, he has provided the Company with valuable advice related to real estate development, which is a pillar of the Company’s growth strategy, and human resources, remuneration, etc. as top management of a listed company from an independent position as outside director, contributing to the sustainable growth of the Company and its increase in corporate value over the medium and long term. The Company has nominated him as a candidate for outside director as the Company expects him to supervise the business management and perform checking function over it based on his perspective with those experiences and insights as a professional of real estate and business management, particularly given his high level of skill and expertise in projects of a similar scale and multipurpose nature to the urban development projects that the Group aspires to carry out. Special interests in the Company: There is no special interest between Mr. Toshihide Ichikawa and the Company. There is no business relationship between the Company and Mitsui Fudosan Co., Ltd. and Mitsui Home Co., Ltd. Therefore, the candidate satisfies the requirements for an independent outside officer as stipulated by the Company. – 22 – Candidate No. 8 Shinji Asatsuma Date of Birth: February 2, 1961 Reelection Outside Independent Attendance at meetings of the Board of Directors during the fiscal year ended March 31, 2022: 13/13 (100%) Number of the Company’s shares owned: – shares Tenure as outside director of the Company: 3 years Career summary, position and responsibility in the Company, and important information on concurrent posts outside the Company Apr. 1984 Apr. 2012 Joined Kansai Paint Co., Ltd. Executive Officer, General Manager of Corporate Planning Office, Kansai Paint Co., Ltd. Managing Executive Officer, General Manager of International Div., Kansai Paint Co., Ltd. Director, Managing Executive Officer, General Manager of Administration Div., Kansai Paint Co., Ltd. Director, Managing Executive Officer, General Manager of Administration Div., General Manager of Corporate Administration Div., Kansai Paint Co., Ltd. Director, Managing Executive Officer in charge of Management, Corporate Planning, Human Resources Planning, General Manager of Administration Div., Kansai Paint Co., Ltd. Director, Kansai Paint Co., Ltd. (retired June 2019) Director, Kyushu Railway Company (current) Apr. 2015 June 2016 Apr. 2017 Apr. 2018 Apr. 2019 June 2019 None None Reasons for nomination as candidate for outside director and outline of expected role Mr. Shinji Asatsuma has a wealth of knowledge and expertise regarding legal affairs, finance and accounting as he has been engaged principally in administrative operations at Kansai Paint Co., Ltd. He has been responsible for IR, contributing towards providing information to shareholders and investors and increasing corporate value, and has been involved in management as a director. Since June 2019, he has provided the Company with valuable advice related to financial strategy from an independent position as outside director, and has promoted understanding regarding the Company’s financial strategy through meetings for the exchange of opinions with investors at the briefing on quarterly financial results, contributing to the sustainable growth of the Company and its increase in corporate value over the medium and long term. The Company has nominated him as a candidate for outside director as the Company expects him to supervise the business management and perform checking function over it based on his perspective with those experiences and insights as a professional of finance, IR and business management. Special interests in the Company: There is no special interest between Mr. Shinji Asatsuma and the Company. There is no business relationship between the Company and Kansai Paint Co., Ltd. Therefore, the candidate satisfies the requirements for an independent outside officer as stipulated by the Company. – 23 – Candidate No. 9 Kuniko Muramatsu Date of Birth: September 1, 1958 Reelection Outside Independent Female Attendance at meetings of the Board of Directors during the fiscal year ended March 31, 2022: 13/13 (100%) Number of the Company’s shares owned: 318 shares Tenure as outside director of the Company: 2 years Career summary, position and responsibility in the Company, and important information on concurrent posts outside the Company Oct. 1983 Jan. 1995 Nov. 2003 Sept. 2009 Oct. 2009 Jan. 2010 Jan. 2014 Apr. 2016 June 2016 June 2016 Apr. 2018 Apr. 2018 June 2019 Joined Texas Instruments Japan Limited General Manager of Public Relations Department, Texas Instruments Japan Limited Head of Corporate Ethics Office and Officer in charge of Diversity Promotion, Texas Instruments Japan Limited Retired from Texas Instruments Japan Limited Chief Researcher, Business Ethics Research Center Representative Director, Wellness Systems Institute (current) Director, Japan Professional Football League (J.LEAGUE) Representative Director, GEWEL (retired March 2019) Outside Director, C’BON COSMETICS Co., Ltd. (retired June 2019) Outside Director, YOKOWO CO., LTD. (current) Councilor, Japan Professional Football League (retired February 2021) Senior Researcher, Business Ethics Research Center Outside Director, NEC Networks & System Integration Corporation (current) Director, Kyushu Railway Company (current) June 2020 None Representative Director, Wellness Systems Institute, Outside Director, YOKOWO CO., LTD., Outside Director, NEC Networks & System Integration Corporation – 24 – Reasons for nomination as candidate for outside director and outline of expected role Ms. Kuniko Muramatsu has served as General Manager of Public Relations Department, Head of corporate ethics office as well as the officer in charge of diversity promotion at a foreign-affiliated semiconductor manufacturer. After this, she resolved to create a foundation for a sustainable society, and while establishing and managing a company on her own, she worked as an advisor for the promotion of the improvement of corporate ethics, CSR and diversity. Furthermore, she deepened her knowledge of not only the promotion of local regions, but Kyushu itself through her activities as Director of the Japan Professional Football League, etc. Since June 2020, she has provided the Company with valuable advice related to ESG strategy from an independent position as outside director, and has promoted understanding regarding the Company’s ESG strategy through meetings for the exchange of opinions with investors at JR KYUSHU IR DAY, contributing to the sustainable growth of the Company and its increase in corporate value over the medium and long term. The Company has nominated her as a candidate for outside director as the Company expects her to supervise the business management and perform checking function over it based on her perspective from her deep knowledge and insight regarding the promotion of corporate ethics, CSR, sustainability and diversity cultivated through her career history. Special interests in the Company: There is no special interest between Ms. Kuniko Muramatsu and the Company. As the Company has no business relationship with Wellness Systems Institute and YOKOWO CO., LTD., the candidate satisfies the requirements for an independent outside director as stipulated by the Company. Although the Company has a business relationship with NEC Networks & System Integration Corporation including payment for construction work, over the last three fiscal years the Company’s income from that company has amounted to less than 1% of the Company’s annual consolidated net sales, and said company’s income from the Company has amounted to less than 1% of said company’s annual consolidated net sales. Consequently, the candidate satisfies the requirements for an independent outside officer as stipulated by the Company. – 25 – Candidate No. 10 Michiaki Uriu Date of Birth: March 18, 1949 Reelection Outside Independent Attendance at meetings of the Board of Directors during the fiscal year ended March 31, 2022: 9/11 (81.8%) Number of the Company’s shares owned: 158 shares Tenure as outside director of the Company: 1 year Career summary, position and responsibility in the Company, and important information on concurrent posts outside the Company Apr. 1975 June 2006 Joined Kyushu Electric Power Company, Incorporated General Manager of Environmental Division, Kyushu Electric Power Company, Incorporated Executive Officer & Senior Manager of Corporate Planning Division, Kyushu Electric Power Company, Incorporated Executive Officer & General Manager of Corporate Planning Division, Kyushu Electric Power Company, Incorporated Director, Senior Managing Executive Officer & General Manager of Thermal Power Generation Division, Kyushu Electric Power Company, Incorporated Executive Vice President (Representative Director) & General Manager of Thermal Power Generation Division, Kyushu Electric Power Company, Incorporated President (Representative Director), Kyushu Electric Power Company, Incorporated Outside Director, THE NISHI-NIPPON CITY BANK, LTD. Outside Director, Audit and Supervisory Committee Member, THE NISHI-NIPPON CITY BANK, LTD. (current) Representative Director and Chairperson, Kyushu Electric Power Company, Incorporated (current) Outside Audit & Supervisory Board Member, Kyudenko Corporation (retired June 2021) Director, Kyushu Railway Company (current) Outside Director, RKB MAINICHI HOLDINGS CORPORATION (current) June 2007 July 2008 June 2009 June 2011 Apr. 2012 June 2013 Oct. 2016 June 2018 June 2020 June 2021 June 2021 None Representative Director and Chairperson, Kyushu Electric Power Company, Incorporated Outside Director, Audit and Supervisory Committee Member, THE NISHI-NIPPON CITY BANK, LTD. Outside Director, RKB MAINICHI HOLDINGS CORPORATION – 26 – Reasons for nomination as candidate for outside director and outline of expected role Mr. Michiaki Uriu has a wealth of experience and board expertise as he has been long engaged in business management of Kyushu Electric Power Company, Incorporated and also bears important responsibilities in the business community in Kyushu area, contributing to the development and promotion of the regional economy. Furthermore, based on his experience in sustainable management in the infrastructure industry, strengthening collaboration and regional development in Kyushu, and as a top management executive of a listed company, the Company has nominated him as a candidate for outside director as the Company expects him to supervise the business management and perform checking function over it based on his perspective with his experience and insights as a specialist in regional economic promotion and business management. Special interests in the Company: Although the Company has a business relationship with Kyushu Electric Power Company, Incorporated including payment of the electricity costs, over the last three fiscal years the Company’s income from Kyushu Electric Power Company, Incorporated has amounted to less than 1% of the Company’s annual consolidated net sales, and Kyushu Electric Power Company, Incorporated’s income from the Company has amounted to less than 1% of Kyushu Electric Power Company, Incorporated’s annual consolidated net sales. Consequently, the candidate satisfies the requirements for an independent outside officer as stipulated by the Company. – 27 – Candidate No. 11 Hitomi Yamamoto Date of Birth: December 3, 1960 New election Outside Independent Female Attendance at meetings of the Board of Directors during the fiscal year ended March 31, 2022: – Tenure as outside director of the Company: – Apr. 2015 Apr. 2016 Apr. 2017 Apr. 2013 Nov. 2012 Career summary, position and responsibility in the Company, and important information on concurrent posts outside the Company Apr. 1981 Apr. 2011 Joined ALL NIPPON AIRWAYS CO., LTD. General Manager of Inflight Service Crew Department II, Inflight Services Division, ALL NIPPON AIRWAYS CO., LTD. Deputy General Manager of OSC Quality Promotion Office, ALL NIPPON AIRWAYS CO., LTD. Leave of absence under Human Resources Department, ALL NIPPON AIRWAYS CO., LTD. (seconded to ALL NIPPON AIRWAYS TRADING CO., LTD.) Executive Vice President, Deputy Manager in charge of Operations Division, and General Manager of Inflight Services Center, ALL NIPPON AIRWAYS CO., LTD. Executive Vice President, Manager in charge of ANA Brand Inflight Services Division, Deputy Manager in charge of Operations Division, and General Manager of Inflight Services Center, ALL NIPPON AIRWAYS CO., LTD. Member of the Board, Executive Vice President, Manager in charge of Promotion of Advancement of Women in the Group, Manager in charge of ANA Brand Inflight Services Division, Deputy Manager in charge of Operations Division, General Manager of Inflight Services Center, and Deputy General Manager of Tokyo Olympic and Paralympic Games Promotion Division, ALL NIPPON AIRWAYS CO., LTD. Member of the Board, Managing Executive Vice President, Manager in charge of Promotion of Advancement of Women in the Group, Manager in charge of ANA Brand Inflight Services Division, Deputy Manager in charge of Operations Division, General Manager of Inflight Services Center, and Deputy General Manager of Tokyo Olympic and Paralympic Games Promotion Division, ALL NIPPON AIRWAYS CO., LTD. Member of the Board, Managing Executive Vice President, in charge of Group D&I Promotion Department, ANA Blue Base Integrated Training Center, and Office for Government Aircraft Operations, ALL NIPPON AIRWAYS CO., LTD. (retired March 2021) Director and Vice President, ANA Strategic Research Institute Co., Ltd. (current) None Director and Vice President, ANA Strategic Research Institute Co., Ltd. Apr. 2021 Apr. 2019 Apr. 2020 – 28 – Reasons for nomination as candidate for director Ms. Hitomi Yamamoto has worked for ALL NIPPON AIRWAYS CO., LTD. where she was mainly engaged in cabin attendant administration and guidance, and in operations, and she has a wealth of knowledge and insight regarding safety, services, promoting the active participation of women, and diversity. Currently, she is the Director and Vice President of ANA Strategic Research Institute Co., Ltd., and while also in charge of industry-academic projects there, she is ever deepening her insights into tourism and regional revitalization. The Company has nominated her as a candidate for outside director as the Company expects her to supervise the business management and perform checking function over it based on her perspective informed by her in-depth insight and knowledge relating to services, safety, diversity, crisis management and human resources strategies that she has accumulated throughout her career. Special interests in the Company: There is no special interest between Ms. Hitomi Yamamoto and the Company. As the Company has no business relationship with ANA Strategic Research Institute Co., Ltd., the candidate satisfies the requirements for an independent outside director as stipulated by the Company. Although the Company has a business relationship with ALL NIPPON AIRWAYS CO., LTD. including payment of travel fares, over the last three fiscal years the Company’s income from that company has amounted to less than 1% of the Company’s annual consolidated net sales, and said company’s income from the Company has amounted to less than 1% of said company’s annual consolidated net sales. Consequently, the candidate satisfies the requirements for an independent outside officer as stipulated by the Company. (Notes) 1. Candidates Messrs. Toshihide Ichikawa and Shinji Asatsuma, Ms. Kuniko Muramatsu, Mr. Michiaki Uriu and Ms. Hitomi Yamamoto are candi