Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 9045
May 29, 2024

To Our Shareholders:
Masahiro Ishimaru
Representative Director & President

Keihan Holdings Co., Ltd.
1-7-31 Otemae, Chuo-ku, Osaka

Notice of the 102nd Ordinary General Meeting of Shareholders
You are cordially invited to attend the 102nd Ordinary General Meeting of Shareholders of Keihan Holdings
Co., Ltd. (the “Company”), which will be held as indicated below.
If you are unable to attend the Meeting in person, you may exercise your voting rights in writing or via theInternet, etc. Please review the attached Reference Documents for General Meeting of Shareholders, andexercise your voting rights following “Exercising Voting Rights” on page 3 and page 4 so that your vote isreceived by 6:00 p.m. on Tuesday, June 18, 2024 (JST).
1. Date and Time:

Wednesday, June 19, 2024, at 10:00 a.m.

2. Venue:

Main Hall, 5th floor,
Osaka International Convention Center (Grand Cube Osaka)
5-3-51 Nakanoshima, Kita-ku, Osaka

3. Purpose of the Meeting
Matters to be reported
The Business Report, the Consolidated Financial Statements and the Financial
Statements for the 102nd fiscal year (from April 1, 2023 to March 31, 2024), andthe results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
Matters to be resolved
Proposal No. 1: Dividends of Surplus
Proposal No. 2: Election of Nine (9) Directors Who Are Not Audit and Supervisory
Committee Members-1-

4. Matters Provided by Electronic Measures
On the occasion of convening the Meeting, measures for electronic provision are taken on information
contained in the Reference Documents for the General Meeting of Shareholders, etc. (matters provided byelectronic measures), which is posted on each website below on the Internet, so please access and check
either website.
【Company’s website】
https://www.keihan-holdings.co.jp/ir/info/shareholdermeeting.html(If you are unable to access the Company’s website, please access and check【The Website for the
Meeting Materials】below.)【The Website for the Meeting Materials】
https://d.sokai.jp/9045/teiji/
At the Meeting, regardless of whether or not request for document delivery has been made, documents
stating the matters provided by electronic measures are equally sent. However, the following matters,
among the matters provided by electronic measures, are not stated on this document based on the laws andregulations and Article 16, paragraph 2 of the Company’s Articles of Incorporation.
(i)“Principal Business and Major Offices”, “Status of Employees”, “Principal Lenders”, “Matters
Regarding Outside Directors”, “Matters Regarding Directors and Officers liability insurance
Agreement”, “Matters Regarding Accounting Auditors”, “Matters Regarding Share Acquisition
Rights of the Company”, “System to Ensure the Appropriateness of Business Activities andOperational Status of the System”, “Basic Policy Regarding Control of the Company” of theBusiness Report(ii) “Consolidated Statements of Changes in Equity” and “Notes to the Consolidated Financial
Statements” of the Consolidated Financial Statements(iii) “Non-consolidated Statement of Changes in Equity” and “Notes to the Non-Consolidated
Financial Statements” of the Non-Consolidated Financial Statements
End◎ If any correction to the matters provided by electronic measures occurs, such occurrence, matters before the correction andmatters after the correction will be posted on each website above on the Internet.

-2-

Exercising Voting Rights
Exercising voting rights at the Meeting
Please present the Voting Exercise Form at the reception. If you exercise your voting rights by proxy,another shareholder with voting rights in the Company may attend as your proxy.
Exercising voting rights in writing
Please return the Voting Exercise Form indicating your vote for or against each proposal so that your vote isreceived by 6:00 p.m. on Tuesday, June 18, 2024 (JST). If neither approval nor disapproval of a proposal isindicated, it shall be deemed a vote of approval.
Exercising voting rights via the Internet, etc.
[Instructions for exercising voting rights via the Internet]
Please follow the instructions below and exercise your voting rights by 6:00 p.m. on Tuesday, June 18,2024 (JST).
1.

Voting website
You can only exercise your voting rights via the Internet by accessing the following dedicated voting
website designated by the Company.
Dedicated voting website address: https://www.web54.net

2.

Handling of votes(1) When exercising your voting rights via a PC, input the “voting right exercise code” and“password” written in the enclosed voting exercise form, and indicate your approval ordisapproval of each proposal by following the on-screen instructions.
(2) When exercising your voting rights via a smartphone etc., scan the “Voting Rights Exercise
Website Login QR Code for Smartphones” stated on the enclosed voting exercise form, andindicate your approval or disapproval of each proposal by following the on-screen instructions. If
you wish to change your vote after exercising your voting rights, you will need to scan the QR
code again and input the “voting right exercise code” and “password” written in the voting
exercise form.
(Note) Any fees for Internet providers and telecommunication companies (connection fees etc.)
incurred by shareholders in using the dedicated voting website are to be borne by theshareholder.

3.

About the voting right exercise code and password
We will provide a new “voting right exercise code” and “password” each time a General Meeting of
Shareholders is convened.

4.

Inquiries regarding the operation of a PC, a smartphone etc. for exercising voting rights
If you have any questions regarding the operation of a PC, a smartphone etc. for exercising voting
rights on the website, please contact:
Stock Transfer Agency Web Support, Sumitomo Mitsui Trust Bank, Limited
Tel: 0120-652-031 (toll free and available from 9:00 a.m. to 9:00 p.m., only in Japan)
For other inquiries, please contact:
Stock Transfer Agency Web Support, Sumitomo Mitsui Trust Bank, Limited
Tel: 0120-782-031 (toll free and available from 9:00 a.m. to 5:00 p.m. except weekends and holidays,
only in Japan)-3-

[Utilizing the electronic voting platform (intended for institutional investors)]
For institutional investors who have applied for the use of the platform in advance, the electronic voting
platform operated by ICJ, Inc., is available for exercising your voting rights for this Meeting.
Treatment of multiple exercises of voting rights
If you exercise your voting rights in duplicate, both in writing and via the Internet, etc., only your vote
exercised via the Internet, etc. will be treated as valid. In addition, if you exercise your voting rights via theInternet, etc. multiple times, only the last vote exercised will be treated as valid.

-4-

Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1: Dividends of Surplus
The Company’s basic policy regarding profit-sharing is to continue a stable distribution of profit whileconsidering equity levels and performance to sustainably realize results-based shareholder returns, evenamidst drastically changing economic environments. The policy also includes ensuring a stable managementfoundation of the Group centering on the highly public railway business by working to improve value along
our rail lines, as well as striving for active investment and to strengthen financial structure so that the Groupis able to grow.
Based on the policy above, considering the performance for the current business term and the financial
condition, etc., we would like to propose to pay a year-end dividend for the current business term as follows.
(1) Type of dividend property:
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount of theallotment:¥35 per share of common shares of the Company
Total cash dividends of ¥3,752,916,405(3) Date on which the dividend of surplus will become effective:
June 20, 2024

-5-

Proposal No. 2: Election of Nine (9) Directors Who Are Not Audit and Supervisory Committee
Members
The term of office of all the nine (9) Directors who are not Audit and Supervisory Committee Members will
expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes toelect nine (9) Directors who are not Audit and Supervisory Committee Members.
The candidates for Directors who are not Audit and Supervisory Committee Members are discussed andreported to the Board by the Nomination & Remuneration Advisory Committee, in which Outside Directors
constitute a majority, and are then discussed and decided by the Board.
The candidates for Directors who are not Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name

1

Yoshifumi Kato

Re-election

Representative Director & Chairman, CEO,
Chairman of the Board

2

Masahiro Ishimaru

Re-election

Representative Director & President, COO

3

Masaya Ueno

Re-election

Director (Senior Executive Officer)

4

Yoshihiro Hirakawa

Re-election

Director (Senior Executive Officer)

5

Yoshihisa Domoto

Re-election

Director (Managing Executive Officer)

6

Yasushi Matsushita

Re-election

Director (Managing Executive Officer)

7

Shinya Hashizume

Re-election
OutsideIndependent

Director

8

Ken Chan Chien-Wei

Re-election
OutsideIndependent

Director

9

Takehiko Yamamoto

New Candidate
OutsideIndependent―

Current position in the Company-6-

Candidate
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

38,900 shares

11 out of
11 times

19,110 shares

11 out of
11 times Brief career summary and positions
Apr. 1975

Joined the Company

Jun. 2005

Director, the Company

Jun. 2007

Director & Managing Executive Officer, the Company

Jun. 2011

Representative Director & President, CEO & COO, theCompany

Jun. 2019

Representative Director & Chairman, CEO, Chairmanof the Board, the Company (current position)

 Responsibilities
1

Yoshifumi Kato
（Nov. 25, 1951）
Re-election―
 Important concurrent positions
Representative Director & Chairman, Keihan Electric Railway Co., Ltd.
Representative Director & Chairman, Keihan Tatemono Co., Ltd.
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
Elected as Representative Director & President, CEO & COO, in June
2011, Mr. Yoshifumi Kato currently serves as Representative Director &Chairman, CEO, Chairman of the Board, as well as leading the entire
Group. Based on his abundant experience and track record we judge
that he is an appropriate candidate for Director who is not an Audit andSupervisory Committee Member and we accordingly request that he bereelected.
 Brief career summary and positions
Apr. 1985

Joined the Company

Jun. 2013

Executive Officer, the Company

Jun. 2017

Director & Managing Executive Officer, the Company

Jun. 2019

Representative Director & President, COO, theCompany (current position)

 Responsibilities
2

Masahiro Ishimaru（Feb. 28, 1962）
Re-election

General Manager, Corporate Planning Office; General Manager,
Development Office around Hirakatashi Sta.
 Important concurrent positions
Director, Keihan Electric Railway Co., Ltd.
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
Elected as an Executive Officer in June 2013, Mr. Masahiro Ishimaru
currently serves as Representative Director & President, COO, as well asworking as General Manager of the Corporate Planning Office. Based on
his abundant experience and track record we judge that he is anappropriate candidate for Director who is not an Audit and Supervisory
Committee Member and we accordingly request that he be reelected.

-7-

Candidate
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

12,300 shares

11 out of
11 times

7,600 shares

11 out of
11 times Brief career summary and positions
Apr. 1982

Joined the Company

Jun. 2013

Executive Officer, the Company

Jun. 2017

Director & Managing Executive Officer, the Company

Jun. 2021

Director & Senior Executive Officer, the Company(current position)

 Responsibilities

3

Masaya Ueno
（Jan. 13, 1960）
Re-election

General Manager (In charge of Personnel Division), Group Management
Office; Assistant General Manager (In charge of Business Promotion
Group [Co-creation of Tourism Experience Value]) , Corporate Planning
Office[General Manager of Leisure ＆ Service Business] Important concurrent positions
Director, Keihan Electric Railway Co., Ltd.
Representative Director & President, Keihan Hotels & Resorts Co., Ltd.
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
Elected as an Executive Officer in June 2013, Mr. Masaya Ueno currently
serves as Director & Senior Executive Officer (General Manager of
Leisure ＆ Service Business), as well as being responsible for theGroup's overall Leisure ＆ Service Business operations. Based on his
abundant experience and track record we judge that he is an appropriate
candidate for Director who is not an Audit and Supervisory Committee
Member and we accordingly request that he be reelected.
 Brief career summary and positions
Apr. 1986

Joined the Company

Jun. 2015

Executive Officer, the Company

Jun. 2019

Senior Managing Director, Keihan Electric Railway
Co., Ltd.

Jun. 2021

Director & Managing Executive Officer, the Company

Jun. 2023

Director & Senior Executive Officer, the Company(current position)

 Responsibilities
4

Yoshihiro Hirakawa（Dec. 16, 1961）
Re-election

Assistant General Manager (In charge of Business Promotion Group[Railway Line Area Redevelopment]), Corporate Planning Office[General Manager of Transportation Business] Important concurrent positions
Representative Director & President, Keihan Electric Railway Co., Ltd.
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
Elected as an Executive Officer in June 2015, Mr. Yoshihiro Hirakawa
currently serves as Director & Senior Executive Officer (General Manager
of Transportation Business), as well as being responsible for the Group's
overall Transportation Business operations. Based on his abundant
experience and track record we judge that he is an appropriate candidate
for Director who is not an Audit and Supervisory Committee Member andwe accordingly request that he be reelected.

-8-Candidate
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

6,893 shares

11 out of
11 times

7,000 shares

9 out of
9 times Brief career summary and positions
Apr. 1988

Joined the Company

Jun. 2017

Executive Officer, the Company

Jun. 2021

Director & Managing Executive Officer, the Company(current position)

 Responsibilities
General Manager, Promotion Office of Development Project along
Railway Line Area; Assistant General Manager (In charge of Management
Strategy Group [New Business]), Corporate Planning Office

5

Yoshihisa Domoto（Jun. 1, 1965）
Re-election[General Manager of Real Estate Business] Important concurrent positions
Representative Director
REALESTATE Co., Ltd.

&

President,

KEIHANDENTETSU

Director & Chairman, ZERO CORPORATION Co., Ltd.
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
Elected as an Executive Officer in June 2017, Mr. Yoshihisa Domoto
currently serves as an Director & Managing Executive Officer (General
Manager of Real Estate Business), as well as being responsible for theGroup's overall Real Estate Business operations. Based on his abundant
experience and track record we judge that he is an appropriate candidate
for Director who is not an Audit and Supervisory Committee Member andwe accordingly request that he be reelected.
 Brief career summary and positions
Apr. 1987

Joined the Company

Jun. 2017

Executive Officer, the Company

Jun. 2023

Director & Managing Executive Officer, the Company(current position)

 Responsibilities
Assistant General Manager, Corporate Planning Office; Assistant General
Manager (In charge of Accounting and Finance Division), GroupManagement Office; Assistant General Manager, Development Officearound Hirakatashi Sta.
[General Manager of Retail Distribution Business]
6

Yasushi Matsushita（Jul. 23, 1964）
Re-election

 Important concurrent positions
Director, Keihan Electric Railway Co., Ltd.
Representative Director & President, Keihan Ryutsu Systems Co., Ltd.
Representative Director & Chairman, KEHAN DEPARTMENT STORES
LTD.
Representative Director & Chairman, KEIHAN THE STORE Co., Ltd.
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
Elected as an Executive Officer in June 2017, Mr. Yasushi Matsushita
currently serves as an Director & Managing Executive Officer (General
Manager of Retail Distribution Business), as well as being responsible for
the Group's overall Retail Distribution Business operations. Based on his
abundant experience and track record we judge that he is an appropriate
candidate for Director who is not an Audit and Supervisory Committee
Member and we accordingly request that he be reelected.

-9-Candi
-date
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

0

11 out of
11 times0

9 out of
9 times Brief career summary and positions

Shinya Hashizume（Dec. 6, 1960）
7

Re-election
OutsideIndependent

Apr. 2006

Professor, Graduate School of Literature and Human
Sciences, Osaka City University and Osaka City University
Urban Research Plaza

Apr. 2008

Distinguished Professor, The Industry – Academia –Government Collaboration Organization, Osaka Prefecture
University; Director, Research Institute for Tourism
Industry

Apr. 2017

Distinguished Professor, Organization for Research
Promotion, Osaka Prefecture University; Director, ResearchInstitute for Tourism Industry of Research Center for the 21stCentury; Professor, Graduate School of Economics, Osaka
Prefecture University

Jun. 2019

Director, the Company (current position)

Apr. 2022

Distinguished Professor, Organization for Research
Promotion, Osaka Metropolitan University; Director,
Research Institute for Tourism Industry; Professor, Facultyof Sustainable System Sciences, Osaka Metropolitan
University (current position)

 Responsibilities―
 Important concurrent positions
Distinguished Professor, Organization for Research Promotion, Osaka
Metropolitan University; Director, Research Institute for Tourism
Industry; Professor, Faculty of Sustainable System Sciences, Osaka
Metropolitan University
 Reason for nomination as a candidate for Outside Director who is not
an Audit and Supervisory Committee Member, reasons for judging
Mr. Shinya Hashizume capable of appropriately fulfilling duties as
Outside Director who is not an Audit and Supervisory Committee
Member and outline of expected roles
Based on his abundant experience as an expert in urban planning andurban cultural studies and his superior knowledge, we judge that he will
perform his duties as Outside Director appropriately, and in order to makeuse of that experience and knowledge in the supervision of the
management and the performance of duties of the Company, and making
statements actively at the Bord and the Nomination & Remuneration
Advisory Committee, from an independent position as Outside Director,
we request that he be reelected as an outside director who is not an Audit
and Supervisory Committee Member. After election, he is expected tocontinue fulfilling abovementioned roles.
 Brief career summary
Oct. 2000

Apr. 2006
Ken Chan Chien-Wei（Jun. 5, 1967）
Sep. 20198

Re-election
OutsideIndependent

Jun. 2023

Vice President, GIC Real Estate Pte.Ltd.
Representative Director, GIC Real Estate International
Japan Co., Ltd. (Present: GIC Japan Co., Ltd.)
Representative Director, Patience Capital Group Co., Ltd.
(current position)
Director, the Company (current position)

 Responsibilities―
 Important concurrent positions
Representative Director, Patience Capital Group Co., Ltd.

- 10 -

Candi
-date
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

1,000 shares― Reason for nomination as a candidate for Outside Director who is not
an Audit and Supervisory Committee Member and outline of expectedroles
The Company requests the shareholders to reelect Mr. Ken Chan ChienWei as Outside Director who is not an Audit and Supervisory Committee
Member in the judgment of the Company that he will be able to utilize hisabundant experience and excellent insight as a manager and an expert inglobal finance and Real Estate investment in the supervision of the
management and the performance of duties of the Company, and making
statements actively at the Board and the Nomination & Remuneration
Advisory Committee, from an independent position as Outside Director.
After election, he is expected to continue fulfilling abovementioned roles.
 Brief career summary

9

Apr. 1975

Joined the Mitsui O.S.K. Lines, Ltd.

Jun. 2009

Director & Senior Executive Officer, the Mitsui O.S.K.
Lines, Ltd.

Jun . 2010

Representative Director ＆ Vice President Executive
Officer, DAIBIRU CORPORATION

Jun . 2011

Representative Director ＆ President Chief Executive
Officer, DAIBIRU CORPORATION

Apr. 2016

Representative Director
CORPORATION＆

Chairman,DAIBIRU

Takehiko Yamamoto
Apr. 2019
Director ＆ Chairman, DAIBIRU CORPORATION（Sep. 29, 1952）
Jun. 2019
Corporate Advisor, DAIBIRU CORPORATIONNew Candidate Important concurrent positions
OutsideIndependent― Reason for nomination as a candidate for Outside Director who is not
an Audit and Supervisory Committee Member and outline of expectedroles
The Company requests the shareholders to elect Mr. Takehiko Yamamotoas Outside Director who is not an Audit and Supervisory Committee
Member in the judgment of the Company that he will be able to utilize hisabundant experience and excellent insight as a manager in the supervisionof the management and the performance of duties of the Company, andmaking statements actively at the Board and the Nomination &Remuneration Advisory Committee, from an independent position as
Outside Director.

(Notes) 1. The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3,
paragraph 1 of the Companies Act with an insurance company. In the event of a claim for damages due to theactions taken in their business, the said insurance agreement shall compensate for damages the insureds incur. If
the election of directors who are not Audit and Supervisory Committee Member is approved and resolved, they
will be included in the insured of the insurance contract. The insurance contract is scheduled to be renewed.
2. Special interests between the Company and the candidates for Directors who are not Audit and Supervisory
Committee Members
Mr. Ken Chan Chien-Wei is the Representative Director of Patience Capital Group Co., Ltd. competing with theCompany in the Real Estate Business.
3. Messrs. Shinya Hashizume, Ken Chan Chien-Wei and Takehiko Yamamoto are candidates for Outside Directors.
4. In accordance with the rules of the Tokyo Stock Exchange, the Company has registered the names of Directors
Shinya Hashizume, Ken Chan Chien-Wei and Takehiko Yamamoto as Independent Board Members.
5. Matters concerning candidates for Outside Directors(1) Number of years in office since first appointment as Outside Director of the Company
At the conclusion of this General Meeting of Shareholders, the number of years since Messrs. Shinya
Hashizume and Ken Chan Chien-Wei were elected as Outside Directors will have been five (5) years for Mr.
Shinya Hashizume and one (1) year for Mr. Ken Chan Chien-Wei.

- 11 -

(2) Liability limitation agreement with the candidate for Outside Director
The Company has concluded an agreement with Messrs. Shinya Hashizume and Ken Chan Chien-Wei tothe effect that the liability of them provided for in Article 423, paragraph 1 of the Companies Act shall belimited to 10 million yen or the minimum amount stipulated by laws or regulations, whichever is higher, inthe event they act in good faith without gross negligence. If the election of each person is approved andresolved, the Company is expected to renew the liability limitation agreement with them upon their
appointment at this General Meeting of Shareholders. In addition, if the election of Mr. Takehiko Yamamoto
is approved and resolved, the Company is expected to enter into a similar liability limitation agreement with
him upon his appointment at this General Meeting of Shareholders.

- 12 -

(Reference)
If Proposal No. 2 are approved as proposed, the composition of the Board of Directors and the Skills matrixof each Director will be follows.
(Male：13 Female：1 Percentage of Female Directors: 7.1%)
Corporate
Transportation
management

Name

Real estate
LeisureFinance
Retail/ Urbanand Service BIOSTYLE
anddistribution/ Tourism
development
Accounting

Personnel
Legalandaffairs
Labor
and Riskrelations management

Director
Yoshifumi
Kato●

Masahiro
Ishimaru●

MasayaUeno●

Yoshihiro
Hirakawa●

Yoshihisa
Domoto●YasushiMatsushita

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

ShinyaHashizumeOutsideIndependent

Ken ChanChien-Wei

OutsideIndependent●●

Takehiko
Yamamoto

OutsideIndepen
dent

●

●

●

●

●

Director who is an Audit and Supervisory Committee Member
Toshihiko
Inachi●

HisashiUmezakiOutsideIndependent

Nobuyuki
TaharaOutsideIndependent

Koichi
Kusao

OutsideIndependent

KanakoHamasakiOutsideIndepen
dent

●

●

●

●

●

●

●

●

End

- 13 -