This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 9076
June 6, 2016

To our shareholders:
Yoshitaka Taguchi
President and Chief Operating Officer

SEINO HOLDINGS CO., LTD.
1, Taguchi-cho, Ogaki, Gifu
NOTICE OF THE 95TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 95th Ordinary General Meeting of Shareholders of SEINO
HOLDINGS CO., LTD. (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail.
Please indicate your approval or disapproval of the proposals on the enclosed voting form after reviewing
the attached Reference Documents for the General Meeting of Shareholders, and return it by postal mailto reach us no later than 5:00 p.m., Monday, June 27, 2016 (Japan Standard Time).

Meeting Details
1.

Date and time:

Tuesday, June 28, 2016 at 10:00 a.m. (Japan Standard Time)

2.

Venue:

Sopia Hall, 3F, Softpia Japan Center Building
4-1-7, Kagano, Ogaki, Gifu

3.

Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 95th Term (from April 1,2015 to March 31, 2016), as well as the results of audit of the Consolidated Financial
Statements by the Accounting Auditor and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 95th Term (from April 1, 2015 to March 31,
2016)
Items to be resolved:
Proposal 1: Appropriation of surplus
Proposal 2: Election of ten (10) Directors
Proposal 3: Election of four (4) Audit & Supervisory Board Members

1Reference Documents for the General Meeting of Shareholders

Proposal 1:

Appropriation of surplus

The Company positions profit of shareholders as an important management policy and believes thatthe enhancement of shareholder capital with a mid-to-long term view and improvement of
profitability are the greatest sources of the return of profits to shareholders.
The Company proposes to pay 17 yen per common share as the year-end dividends for this fiscal
year. As such, the total annual dividends for this fiscal year, including the already implemented
interim dividends of 11 yen, will be 28 yen per share.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
17 yen per common share of the Company
Total amount of dividends: 3,378,799,657 yen(3) Effective date of distribution of dividends of surplus
June 29, 2016

2

Proposal 2:

Election of ten (10) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this meeting.
Accordingly, the Company proposes that ten (10) Directors be elected, increasing their number by
one (1) to enhance the management structure.
The candidates for Directors are as follows:

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
February 1960
June 1968
June 1972
July 1981

February 1984

July 1985
Yoshikazu Taguchi
1(March 1, 1938)

July 1987
June 2003

Joined the Company
Director and Chubu Supervising Manager of theCompany
Managing Director and Chubu Supervising
Manager of the Company
Senior Managing Director and General Manager
of Sales Department of the Company, stationed in
the Chubu Area
Representative Senior Managing Director in
charge of Management, General Manager of Sales
Department of the Company
Representative Director and Vice President of theCompany
President and Chief Operating Officer of theCompany
Chairman and Chief Executive Officer of theCompany (present position)[Significant concurrent positions outside the Company]
Representative Director and Chairman of Seino Transportation Co.,
Ltd., Representative Director of Hokkaido Seino Transportation Co.,
Ltd., Kanto Seino Transportation Co., Ltd., Seino Super Express
Co., Ltd., Tokai Seino Transportation Co., Ltd., Nohi Seino
Transportation Co., Ltd., Shikoku Seino Transportation Co., Ltd.,
Kyushu Seino Transportation Co., Ltd., Seino Customs Clearance
Service Co., Ltd., Toyota Corolla Gifu Co., Ltd., Gifu Hino MotorCo., Ltd., Netz Toyota Gifu Co., Ltd., Seino Engineering Co., Ltd.,
Seino Trading Co., Ltd., and Seino Information Service Co., Ltd.,and Chairman of the Taguchi Fukujukai Foundation.

3

Number oftheCompany’s
sharesowned

3,269,656

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)

March 1985
May 1985
January 1988
May 1989
July 1989

July 1991

2

Yoshitaka Taguchi(April 20, 1961)

June 1996
October 1998

June 1999

June 2001
June 2003

Joined the Company
Temporary assignment to Seino America Inc.
President of the same Company
General Manager and Assistant to the President of
the Company
Director of the Company in charge of Corporate
Secretariat, General Manager of General Affairs
Department, General Manager of Group Planning
Office, and General Manager of Seino General
Research InstituteManaging Director of the Company in charge of
the East Area and the Tohoku Area
Senior Managing Director of the Company incharge of Labor Department
Representative Director and Vice President of theCompany in charge of Sales Headquarters andAccounting Department
Representative Director and Vice President of theCompany in charge of Management andAccounting Department
Representative Director and Vice President of theCompany in charge of Management
President and Chief Operating Officer of theCompany (present position)[Significant concurrent positions outside the Company]
Representative Director and Chairman of Kanto Unyu Co., Ltd.,
Representative Director of Seino Transportation Co., Ltd.

4

Number oftheCompany’s
sharesowned

615,644

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)

April 1984
July 1992
June 1995
April 1998
June 1999
April 2000
June 2003
October 2005

3

Takao Taguchi(February 2, 1962)

October 2005
June 2006
June 2007
April 2011

August 2015

Joined Nisshin Flour Milling Inc.
Joined Gifu Hino Motor Co., Ltd.
Director and Assistant General Manager of Sales
Department of the same company
Senior Managing Director of the same company
Director and Assistant to Director in charge ofSales Headquarters of the Company
Managing Director of the Company in charge ofSales Headquarters
Senior Managing Director of the Company incharge of Sales Control
Director of the Company in charge ofTransportation Services Planning Department
Senior Managing Director of Seino Transportation
Co., Ltd. in charge of Management
Director of the Company in charge of Sales
Director of the Company in charge of Vehicle
Sales and Related Services Planning Department
Director of the Company in charge of Business
Promotion Department (Vehicle Sales and Related
Services)
Director of the Company in charge of Business
Promotion Department (Vehicle Sales andRelated Services), Accounting Department and
Finance & IR Department (present position)[Significant concurrent positions outside the Company]
Representative Director and Chairman of Toyota Corolla Gifu Co.,
Ltd., President of Gifu Hino Motor Co., Ltd., and Representative
Director and President of Netz Toyota Gifu Co., Ltd.

5

Number oftheCompany’s
sharesowned

43,360No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)

March 1971
February 1989

4

Shizutoshi Otsuka(October 28, 1948)

Joined the Company
General Manager of Air and Marine
Transportation Department, Air and Marine
Transportation Services Department of theCompany
November 2001 General Manager of Sales Department of theCompany
June 2003
Director of the Company in charge of Sales
Headquarters
October 2005
Director of the Company in charge of Corporate
Planning Office
October 2005
Director of Seino Transportation Co., Ltd. incharge of Management Reform Headquarters
June 2006
Director of the Company in charge of Corporate
Planning Office and Transportation Services
Planning Department
June 2008
Director of the Company in charge of Corporate
Planning Office and Information Systems
Department
April 2009
Representative Director and Vice President of
Seibu Transportation Co., Ltd. (currently Seino
Super Express Co., Ltd.)
June 2009
Director of the Company in charge ofTransportation Services Planning Department(Seibu Transportation Co., Ltd. Related)
June 2010
Representative Director and President of Seibu
Transportation Co., Ltd. (currently Seino Super
Express Co., Ltd.)
April 2011
Director of the Company in charge of Business
Promotion Department (Transportation Services)
April 2011
Representative Director and President of Seino
Transportation Co., Ltd.
June 2013
Director of the Company in charge of Business
Promotion Department (Transportation Services)and Information Systems Department
April 2016
Director of the Company in charge of ExternalBusiness (present position)

Number oftheCompany’s
shares
owned

6

5,000

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)

March 1979
January 1981
April 1982
July 1984
July 1987

August 1991
August 1992
June 2003

5

Masahiro KamiyaJune 2007(August 13, 1953)
April 2011
June 2013
June 2015
April 2016

April 2016

Joined the Company
Temporary Assignment to Chubu Economic
Federation
Manager of the Yokkaichi Branch of the Company
Associate Director of Accounting Department of
the Company
Director of Dotsu Seino Transportation Co., Ltd.
(currently Hokkaido Seino Transportation Co.,
Ltd.), General Manager of Corporate Planning
Department
General Manager of Sales Department of Nohi
Seino Transportation Co., Ltd.
Director and General Manager of Sales
Headquarters of the same company
Managing Director and General Manager of Sales
Department of the same company
Senior Managing Director and General Manager
of Sales Department of the same company
Representative Director and President of the same
company
Senior Managing Director of Seino Transportation
Co., Ltd. in charge of Sales Headquarters
Director of the Company in charge of Real Estate
Development Department
Director of the Company in charge of New
Business Development Department, Business
Promotion Department (Transportation Services),
Information Systems Department, and Real Estate
Development Department (present position)
Representative Director and President of Seino
Transportation Co., Ltd. (present position)[Significant concurrent positions outside the Company]
Representative Director and President of Seino Transportation Co.,
Ltd.

7

Number oftheCompany’s
shares
owned

5,742

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)

April 1985
July 1992
July 1995

6

Hidemi Maruta(March 4, 1963)

Joined the National Tax Agency
Superintendent of Monbetsu Tax OfficeDirector of Co-ordination Department, Sapporo
Regional Taxation Bureau
May 1996
Consul, Consulate-General of Japan in Hong Kong
October 1997
Joined the Company as General Manager ofCorporate Planning Office
June 2001
Director of the Company in charge of Accounting
Department and Employee’s Pension Fund
March 2002
Director of the Company in charge of Accounting
Department and Finance & IR Department
December 2004 Director of the Company in charge of Accounting
Department, Finance & IR Department, Loan
Management Department, Group Management
Department, and Accounting and Auditing Office
October 2005
Director of Seino Transportation Co., Ltd. incharge of Accounting Department, Finance
Department, and Loan Management Department
October 2005
Director of the Company in charge of Accounting
Department, Finance & IR Department, and Loan
Management Department
April 2012
Director of the Company in charge of Accounting
Department, Finance & IR Department, and Real
Estate Development Department.
June 2013
Director of the Company in charge of Accounting
Department and Finance & IR Department
April 2014
Director of the Company in charge of Accounting
Department, Finance & IR Department, andInternational Strategies Office
June 2014
Director of the Company in charge of International
Strategies Office (present position)

Number oftheCompany’s
sharesowned[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member of Seino Super Express Co.,
Ltd.

8

1,000

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
March 1981
July 2003
October 2005
April 2007
April 2009

7

Harumi Furuhashi(April 13, 1957)

April 2011
April 2012
April 2012
June 2013

Joined the Company
General Manager of Eco Business Department of
the Company
General Manager of Operations Department of
Seino Transportation Co., Ltd.
General Manager of Sales Department stationed in
the Chubu Area of the same company
Executive Officer of the same company, General
Manager in charge of Shizuoka Mikawa Area
Executive Officer of the same company, General
Manager in charge of Meito Area
Director of the same company in charge of Human
Resources Department (present position)
General Manager of Human Resources
Department of the Company
Director of the Company in charge of General
Affairs Department, Human Resources
Department, and Corporate Promotion Department(present position)

9

Number oftheCompany’s
shares
owned

8,000

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1958
June 1991
June 1993

February 1995
April 1997
August 1997
June 2001
June 2002
8

Yuji Tanahashi(October 13, 1934)

June 2005
June 2008
February 2009
February 2009
January 2014
June 2015

Joined the Ministry of International Trade andIndustry
Vice-Minister of International Trade and Industry
Special Advisor to the Ministry of International
Trade and Industry, Executive Advisor to the
Research Institute of International Trade andIndustry
Executive Advisor to the Industrial Bank of Japan,
Limited.
Professor of Faculty of Law and Graduate Schoolof Law at Doshisha University
Chairman of New Energy Foundation
President and Chief Executive Officer of Japan
Petroleum Exploration Co., Ltd.
Outside Director of SMK Corporation (present
position)
Outside Director of the Company (present
position)
Chairman of Japan Petroleum Exploration Co.,
Ltd.
Admission as a Lawyer (Daiichi Tokyo Bar
Association) (present position)
Of-Council of City-Yuwa Partners (present
position)
Outside Director, K& Energy Group Inc. (present
position)
Director and Chairman, Japan Petroleum
Exploration Co., Ltd. (present position)[Significant concurrent positions outside the Company]
Director and Chairman of Japan Petroleum Exploration Co., Ltd.,
Director of Japan Canada Oil Sands Co., Ltd. and Japex Offshore,
Ltd.

10

Number oftheCompany’s
shares
owned

5,000

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1961
April 1966
April 1984
April 1987
June 1994
July 2001

9

Kenjiro Ueno

June 2005(January 1, 1939)
June 2007
March 2012
October 2012

Joined Showa Denko K.K.
Joined Haruhiko Kusano Law OfficeOpened Ueno Law Office
Executive Governor of Japan Federation of Bar
Associations
Outside Audit & Supervisory Board Member ofTokyo Toyota Co., Ltd.
Commission Chair of Equity Commission at theSupreme Court
Outside Director of the Company (present
position)
Outside Audit & Supervisory Board Member ofOji Paper Co., Ltd.
Representative of Ueno & Hanasato Law Office(present position)
Outside Audit & Supervisory Board Member ofOji Holdings Corporation (present position)

Number oftheCompany’s
sharesowned－[Significant concurrent positions outside the Company]
Representative of Ueno & Hanasato Law Office
April 1985
January 2014
July 201410*Nobuyuki Nozu
(May 24, 1961)

July 2014
April 2015
April 2016

Joined the Tokai Bank, Ltd. (currently the Bank ofTokyo-Mitsubishi UFJ, Ltd.)
Joined the Company as General Manager ofCorporate Planning Office
Executive Manager of the Accounting Department
and Finance & IR Department of the Company(present position)
General Manager of Finance Department of Seino
Transportation Co., Ltd.
Executive Officer and General Manager ofFinance Department at the same company
Director in charge of the Accounting Department
and Finance Department at the same company(present position)

100

Notes:
1.
An asterisk (*) indicates a new candidate for Director.
2.
Special interest between the candidates for Directors and the Company are as follows:(1) Candidate for Director Yoshikazu Taguchi also has a post as Representative Director at Shikoku Seino
Transportation Co., Ltd., with which the Company has a competitive relationship in terms of operational
consignment and the like.
(2) Candidate for Director Yoshikazu Taguchi also has a post as Chairman at the Taguchi Fukujukai Foundation,
which is the largest shareholder holding 12.49% of the total equity of the Company.
(3) Candidate for Director Yoshitaka Taguchi also has a post as Representative Director and Chairman at Kanto
Unyu Co., Ltd., with which the Company has a competitive relationship in terms of operational consignment
and the like.
(4) There are no other special interests between the Company and other candidates.
3.
Among candidates for Directors, Yuji Tanahashi and Kenjiro Ueno are both candidates for Outside Directors.
(1) The reason for selecting Yuji Tanahashi as a candidate for Outside Director is that he has demonstrated great
success over many years as national government official, and still successfully holds many important
positions including his position at JAPEX. He has also obtained qualifications as a lawyer; thus, together
with his experience and insight, he is expected to provide oversight and monitoring on management based on

11the law. Moreover, he also serves as a member of an independent committee for the anti-takeover measures
which was approved at the 93rd Ordinary General Meeting of Shareholders that was held on June 26, 2014.
(2) The reason for selecting Kenjiro Ueno as a candidate for Outside Director, is that he is a lawyer working as a
Representative at the Ueno & Hanasato Law Office and is expected to advise and monitor the Board of
Directors with his rich knowledge and experience based on his own legal insight. While he does not haveany direct experience in the management of a company, he is well-versed in corporate legal affairs throughhis many years of experience as a legal specialist. Furthermore, based on his past record as Outside Directorof the Company, it has been judged that he will be able to appropriately execute his duties as an Outside
Director in the future as well. He also serves as a member of an independent committee for anti-takeovermeasures, the same as Yuji Tanahashi.
(3) The Company has concluded limited liability agreements with both individuals limiting their liabilities
specified in Article 423, Paragraph 1 of the Companies Act, based on the provisions of Article 427,
Paragraph 1 of the Companies Act. Their maximum amount of liability shall be 20 million yen or the amountstipulated by laws and regulations, whichever is higher. In the event that this proposal is approved, theCompany plans to continue these agreements.
4.
The Company has registered Yuji Tanahashi and Kenjiro Ueno as Independent Officers with the Tokyo Stock
Exchange, Inc. and the Nagoya Stock Exchange, Inc. as stipulated by provisions of the said Exchanges. Upon
approval of this proposal, the Company plans to continue the registration of both individuals as Independent
Officers at both Exchanges.
5.
The terms of office of Yuki Tanahashi and Kenjiro Ueno, candidates for Outside Directors, as Outside
Directors of the Company will be eleven years at the conclusion of this meeting.

12

Proposal 3:

Election of four (4) Audit & Supervisory Board Members

The terms of office of all four (4) Audit & Supervisory Board Members will expire at the conclusionof this meeting. Accordingly, the Company proposes that four (4) Audit & Supervisory Board
Members be elected.
The Audit & Supervisory Board has given its consent to this proposal.
The candidates for Audit & Supervisory Board Members are as follows:

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)

March 1977
October 1999
July 2001
1

Takahiko Kumamoto(April 19, 1954)

July 2003
October 2005
June 2008
March 1980
July 2002
June 2008

2

Shingo Terada(March 16, 1958)
April 2010
June 2012

Joined the Company
Deputy General Manager of Operations Departmentof the Company
General Manager of Sales Planning andManagement Office of the Company
Temporary Assignment to Seino Business Support
Co., Ltd.
General Manager of Corporate Planning Office of
the Company
Standing Audit & Supervisory Board Member of
the Company (present position)
Joined the Company
General Manager of Accounting Department of theCompany
Director of Seino Transportation Co., Ltd. in chargeof Accounting Department and Loan Management
Department
Director of the same company in charge of
Accounting Department
Standing Audit & Supervisory Board Member of
the Company (present position)

13

Number oftheCompany’s
shares
owned

0

2,000

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
May 1997

3

4

Fumio Kato
(January 20, 1944)

Eiji Kasamatsu(January 6, 1954)

Director of Review Department (Large Enterprise
Examination), Large Enterprise Examination
Department, Nagoya Regional Taxation Bureau
July 1998
Director of Co-ordination Department (Large
Enterprise Examination), Large Enterprise
Examination Department of the same bureau
July 1999
Director of Management Department (Large
Enterprise Examination), Large Enterprise
Examination Department of the same bureau
July 2000
Deputy Assistant Regional Commissioner (Large
Enterprise Examination Department) of the same
bureauJuly 2001
Superintendent of Showa Tax Office
August 2002
Representative of Fumio Kato Certified Tax
Accountant Office (present position)
July 2004
Outside Audit & Supervisory Board Member of theCompany (present position)
July 2004
Audit & Supervisory Board Member of Gifu Hino
Motor Co., Ltd. (present position)
October 2005
Outside Audit & Supervisory Board Member of
Seino Transportation Co., Ltd.
June 2015
Outside Corporate Auditor of Ibiden Co., Ltd.
(present position)
November 2015 Outside Director (Audit Committee Member) ofHimaraya Co., Ltd. (present position)
April 2016
Audit & Supervisory Board Member of Seino
Transportation Co., Ltd. (present position)

Number oftheCompany’s
sharesowned[Significant concurrent positions outside the Company]
Representative of Fumio Kato Certified Tax Accountant Office
October 1978
Joined Nagoya Office of Shinko Audit Corporation
April 1984
Representative of Eiji Kasamatsu Certified Tax
Accountant Office (present position)
July 1991
Chief Audit Commissioner of Takahama City
June 2004
Outside Audit & Supervisory Board Member of theCompany (present position)
September 2004 Representative of Kasamatsu & Partners (present
position)
October 2005
Outside Audit & Supervisory Board Member of
Seino Transportation Co., Ltd.
June 2015
Outside Audit & Supervisory Board Member of
Yamanaka Co., Ltd. (present position)
April 2016
Audit & Supervisory Board Member of Seino
Transportation Co., Ltd. (present position)[Significant concurrent positions outside the Company]
Representative of Eiji Kasamatsu Certified Tax Accountant Officeand Kasamatsu & Partners

14

0

0

Notes:1.
There are no special interests between the Company and the candidates for Audit & Supervisory Board
Members.
2.
Among the candidates for Audit & Supervisory Board Members, Fumio Kato and Eiji Kasamatsu are bothcandidates for Outside Audit & Supervisory Board Members.
(1) The reason for selecting Fumio Kato as a candidate for Outside Audit & Supervisory Board Member is that
he is qualified as a Certified Public Tax Accountant, and is expected to provide appropriate advice based on
his abundant tax knowledge accumulated over many years as an officer of the Regional Taxation Bureau.
While he does not have any direct experience in the management of a company, he is well-versed incorporate tax affairs through his many years of experience as a tax specialist. Furthermore, based on his
past record as Outside Audit & Supervisory Board Member of the Company, it has been judged that he will
be able to appropriately execute his duties as an Outside Audit & Supervisory Board Member in the future
as well.
(2) The reason for selecting Eiji Kasamatsu as a candidate for Outside Audit & Supervisory Board Member isthat he is qualified as a Certified Public Accountant, and is expected to provide advice to ensure appropriate
accounting based on his abundant experience accumulated through his involvement in the accounting
operations of a variety of companies. While he does not have any direct experience in the management of acompany, he is well-versed in corporate accounting and tax affairs through his many years of experience asan accounting and tax specialist. Furthermore, based on his past record as Outside Audit & Supervisory
Board Member of the Company, it has been judged that he will be able to appropriately execute his duties
as an Outside Audit & Supervisory Board Member in the future as well.
(3) The Company has concluded limited liability agreements with both individuals limiting their liabilities
specified in Article 423, Paragraph 1 of the Companies Act, based on the provisions of Article 427,
Paragraph 1 of the Companies Act. Their maximum amount of liability shall be 20 million yen or theamount stipulated by laws and regulations, whichever is higher. In the event that this proposal is approved,
the Company plans to continue these agreements.
3.
The Company has registered Fumio Kato and Eiji Kasamatsu as Independent Officers with the Tokyo Stock
Exchange, Inc. and the Nagoya Stock Exchange, Inc. as stipulated by provisions of the said Exchanges. Upon
approval of this proposal, the Company plans to continue the registration of both individuals as Independent
Officers at both Exchanges.
4.
The terms of office of Fumio Kato and Eiji Kasamatsu, candidates for Outside Audit & Supervisory Board
Members, as Outside Audit & Supervisory Board Members of the Company will be twelve years at theconclusion of this meeting.

15