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 identification code: 9076
June 10, 2020
To our shareholders:
Yoshitaka Taguchi
President and Chief Operating Officer
SEINO HOLDINGS CO., LTD.
1, Taguchi-cho, Ogaki, Gifu

NOTICE OF THE 99TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
This is to notify you of the 99th Ordinary General Meeting of Shareholders of SEINO HOLDINGS CO.,LTD. (the “Company”), which will be held as described below.
You may exercise your voting rights by postal mail or electronically (via the internet, etc.). Please exercise
your voting rights no later than 5:00 p.m., Wednesday, June 24, 2020 (Japan Standard Time) after reviewing
the attached Reference Documents for the General Meeting of Shareholders.
1. Date and TimeThursday, June 25, 2020 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 99th Term (from April 1, 2019 toMarch 31, 2020), 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 99th Term (from April 1, 2019 to March 31, 2020)

Items to be resolved:
Proposal 1:

Appropriation of Surplus

Proposal 2:

Election of Nine (9) 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. It has a basic policy of
implementing interim dividends, paying annual dividends of 11 yen per share or higher in principle andmaintaining a consolidated payout ratio of around 30% while enhancing shareholder capital with a mid-tolong term view and improving profitability.
Based on this policy, the Company proposes to pay 28 yen per common share as the year-end dividends forthis fiscal year. As such, the total annual dividends for this fiscal year, including the already implemented
interim dividends of 11 yen, will be 39 yen per share.
(1) Type of dividend property
Cash(2) Allocation of dividend property to shareholders and total amount thereof
28 yen per common share of the Company
Total amount of dividends: 5,623,800,392 yen(3) Effective date of distribution of dividends of surplus
June 26, 2020-2-

Proposal 2:

Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this meeting. Accordingly, theCompany proposes that nine (9) Directors be elected, including three (3) Outside Directors.
The candidates for Directors are as follows:

Attendance atBoard ofDirectors
meetings

No.

Name

1

Yoshitaka Taguchi

President and Chief Operating Officer

Reelection

100%(13 out of 13
times)

2

Takao Taguchi

Representative Director in charge ofBusiness Promotion Department (Vehicle
Sales and Related Services)

Reelection

100%(13 out of 13
times)

3

Hidemi Maruta

Director in charge of International
Strategies Office

Reelection

100%(13 out of 13
times)

4

Harumi Furuhashi

Director in charge of General Affairs
Department, Human Resources
Department, and Corporate Promotion
Department

Reelection85%(11 out of 13
times)

5

Nobuyuki Nozu

Director in charge of Finance & IR
Department and Accounting Department

Reelection

100%(13 out of 13
times)

6

Meyumi Yamada

Outside Director
Independent Officer

Reelection
OutsideIndependent100%(13 out of 13
times)

7

Shintaro Takai

Outside Director
Independent Officer

Reelection
OutsideIndependent100%(13 out of 13
times)

8

Yoichiro Ichimaru

Outside Director
Independent Officer

Reelection
OutsideIndependent100%(10 out of 10
times)

9

Yasuhisa Kotera

New election–

Notes:

Current position, etc.

1. Candidate for Director Yoichiro Ichimaru was elected at the 98th Ordinary General Meeting of Shareholders thatwas held on June 27, 2019 and assumed office. Accordingly, the number of his attendance at the Board of Directors
meetings differs from that of the other candidates.
2. Refer to the following pages for details on the candidates.

-3-

No.

Name
(Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Mar. 1985

Joined the Company

May 1985

Temporary assignment to Seino America Inc.

Jan. 1988

President of the same company

May 1989

General Manager and Assistant to the
President of the Company

July 1989

Director of the Company in charge ofCorporate Secretariat, General Manager ofGeneral Affairs Department, General
Manager of Group Planning Office, andGeneral Manager of Seino General ResearchInstitute

July 1991

Managing Director of the Company in chargeof the East Area and the Tohoku Area

June 1996

Senior Managing Director of the Company incharge of Labor Department

Oct. 1998

Representative Director and Vice Presidentof the Company in charge of Sales
Headquarters and Accounting Department

June 1999

Representative Director and Vice Presidentof the Company in charge of Management
and Accounting Department

Yoshitaka Taguchi(April 20, 1961)
1

June 2001

Representative Director and Vice Presidentof the Company in charge of Management

June 2003

President and Chief Operating Officer of theCompany (present position)

June 2018

External Director of MARUI GROUP CO.,LTD. (present position)

Number of theCompany’s
shares owned

676,052[Significant concurrent positions outside the Company]
Representative Director and Chairman of Kanto Unyu Co.,
Ltd., Representative Director of Seino Transportation Co.,
Ltd., 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.,Netz Toyota Gifu Co., Ltd., Gifu Hino Motor Co., Ltd.,
Seino Trading Co., Ltd., Seino Information Service Co., Ltd.,and Seino Engineering Co., Ltd., External Director of
MARUI GROUP CO., LTD., and Chairman of the Taguchi
Fukujukai Foundation
Reasons for nomination as candidate for Director
Yoshitaka Taguchi has led the management of the Company for many years, and has strengthened its base by
putting its management philosophy into practice for realizing the company’s mission. He has been asked tocontinue as a candidate for Director because his management skills based on strong leadership exerted though
his broad knowledge and abundant experience have been found to be essential for further enhancement ofcorporate value and sustained growth of the Group as a whole.

-4-

No.

Name
(Date of birth)

Takao Taguchi(February 2, 1962)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Apr. 1984

Joined Nisshin Flour Milling Inc.

July 1992

Joined Gifu Hino Motor Co., Ltd.

June 1995

Director and Assistant General Manager ofSales Department of the same company

Apr. 1998

Senior Managing Director of the same
company

June 1999

Director and Assistant to Director in chargeof Sales Headquarters of the Company

Apr. 2000

Managing Director of the Company in chargeof Sales Headquarters

June 2003

Senior Managing Director of the Company incharge of Sales Control

Oct. 2005

Director of the Company in charge ofTransportation Services Planning Department

Oct. 2005

Senior Managing Director of Seino
Transportation Co., Ltd. in charge ofManagement

June 2006

Director of the Company in charge of Sales

June 2007

Director of the Company in charge of Vehicle
Sales and Related Services Planning
Department

Apr. 2011

Director of the Company in charge ofBusiness Promotion Department (Vehicle
Sales and Related Services)

June 2015

Representative Director of the Company incharge of Business Promotion Department(Vehicle Sales and Related Services)

Aug. 2015

Representative Director of the Company incharge of Business Promotion Department(Vehicle Sales and Related Services),
Accounting Department and Finance & IR
Department

June 2016

Representative Director of the Company incharge of Business Promotion Department(Vehicle Sales and Related Services) (present
position)

2

Number of theCompany’s
shares owned

438,073[Significant concurrent positions outside the Company]
Representative Director and Chairman of Shiga Hino MotorCo., Ltd., Representative Director and President of Toyota
Corolla Gifu Co., Ltd., Netz Toyota Gifu Co., Ltd., and Gifu
Hino Motor Co., Ltd.
Reasons for nomination as candidate for Director
Takao Taguchi has led the management of the Company, and has promoted the enhancement of its corporate
value and strengthening of its business foundations. As the person responsible for Vehicle Sales and Related
Services business, he has made it more competitive and contributed to the improvement of profitability, andhe has been asked to continue as a candidate for Director because it was found that he can be expected tocontribute to building a more robust management structure for the Group and its growth and development.

-5-

No.

Name
(Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Apr. 1985

Joined the National Tax Agency

July 1992

Superintendent of Monbetsu Tax Office

July 1995

Director of Co-ordination Department,
Sapporo Regional Taxation Bureau

May 1996

Consul, Consulate-General of Japan in Hong
Kong

Oct. 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

Mar. 2002

Director of the Company in charge of
Accounting Department and Finance & IR
Department

Dec. 2004

Director of the Company in charge of
Accounting Department, Finance & IR
Department, Loan Management Department,Group Management Department, andAccounting and Auditing Office

Oct. 2005

Director of Seino Transportation Co., Ltd. incharge of Accounting Department, Finance
Department, and Loan Management
Department

Hidemi Maruta(March 4, 1963)
Oct. 2005

Director of the Company in charge of
Accounting Department, Finance & IR
Department, and Loan Management
Department

Apr. 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

Apr. 2014

Director of the Company in charge of
Accounting Department, Finance & IR
Department, and International Strategies
OfficeJune 2014

Director of the Company in charge ofInternational Strategies Office (present
position)

3

Number of theCompany’s
shares owned

35,000[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member of Seino Super Express
Co., Ltd., Seino Customs Clearance Service Co., Ltd., andSeino Trading Co., Ltd.
Reasons for nomination as candidate for Director
Hidemi Maruta has abundant knowledge and experience accumulated in the National Tax Agency and othergovernment agencies, has accomplishments such as promoting overseas business with planning skills andexecution skills, and also possesses insight on company management, and been asked to continue as a
candidate for Director because he will assist the Company’s sustained growth and enhance its medium- tolong-term corporate value.

-6-

No.

Name
(Date of birth)

Harumi Furuhashi(April 13, 1957)
4

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Mar. 1981

Joined the Company

July 2003

General Manager of Eco Business
Department of the Company

Oct. 2005

General Manager of Operations Department
of Seino Transportation Co., Ltd.

Apr. 2007

General Manager of Sales Department
stationed in the Chubu Area of the same
company

Apr. 2009

Executive Officer of the same company,
General Manager in charge of Shizuoka
Mikawa Area

Apr. 2011

Executive Officer of the same company,
General Manager in charge of Meito Area

Apr. 2012

Director of the same company in charge of
Human Resources Department

Apr. 2012

General Manager of Human Resources
Department of the Company

June 2013

Director of the Company in charge ofGeneral Affairs Department, Human
Resources Department, and Corporate
Promotion Department (present position)

Number of theCompany’s
shares owned

26,000Reasons for nomination as candidate for Director
Harumi Furuhashi has abundant experience in a variety of divisions such as sales and operations mainly in theTransportation Services business, has accomplishments in strengthening the Company’s governance andsecuring human resources, and also possesses insight concerning company management, and has been asked
to continue as a candidate for Director to assist the Company’s sustained growth and enhance its medium- tolong-term corporate value.

-7-

No.

Name
(Date of birth)

Nobuyuki Nozu
(May 24, 1961)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Apr. 1985

Joined the Tokai Bank, Ltd. (currently
MUFG Bank, Ltd.)

Jan. 2014

Joined the Company as General Manager ofCorporate Planning Office

July 2014

Executive Manager of the Accounting
Department and Finance & IR Department of
the Company

July 2014

General Manager of Finance Department of
Seino Transportation Co., Ltd.

Apr. 2015

Executive Officer and General Manager ofFinance Department of the same company

Apr. 2016

Director in charge of the Accounting
Department and Finance Department of thesame company

June 2016

Director of the Company in charge ofFinance & IR Department and Accounting
Department (present position)

Apr. 2018

Director of Seino Transportation Co., Ltd. incharge of Finance Department (present
position)

5

Number of theCompany’s
shares owned

10,000Reasons for nomination as candidate for Director
Nobuyuki Nozu has abundant knowledge and experience and an advanced sense of balance acquired in afinancial institution, possesses a fair and honest personality and much class, and also has achieved theenhancement of the Group corporate management through accounting, and has been asked to continue as a
candidate for Director to assist the Company’s sustained growth and enhance its medium- to long-term
corporate value.

Meyumi Yamada(August 30, 1972)
6

Apr. 1995

Joined KOEI KOGYO Co., Ltd.

May 1997

Joined Kiss Me Cosmetics Co., Ltd.
(currently ISEHAN Co., Ltd)

July 1999

Co-founding Representative Director of IStyle Co., Ltd.

Apr. 2000

Co-founding Representative Director of
istyle Inc.

Dec. 2009

Director of istyle Inc. (present position)

May 2012

Representative Director and President ofCyberstar Inc.

Sept. 2015

Director of MEDIA GLOBE Co., Ltd.
(present position)

Mar. 2016

Representative Director and President of
ISPartners Inc.

Sept. 2016

Director of Eat Smart, Inc.

June 2017

Outside Director of JAPAN POST
INSURANCE Co., Ltd. (present position)

June 2017

Outside Director of the Company (present
position)

Oct. 2019

Trustee of Tsuzuki Educational Institute(present position)

Dec. 2019

Director of ISPartners Inc. (present position)

3,000[Significant concurrent positions outside the Company]
Director of istyle Inc. and Outside Director of JAPAN POST
INSURANCE Co., Ltd.
Reasons for nomination as candidate for Outside Director
The Company judges that Meyumi Yamada will contribute to the Company’s sustained growth because she
further diversifies values utilizing a woman’s perspective, and her selection is in line with “ensuring diversity,
including active participation of women,” a part of the Company’s basic policy for corporate governance.

-8-

No.

Name
(Date of birth)

Shintaro Takai(January 24, 1973)

7

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Apr. 1999

Admission as a Lawyer (Daiichi Tokyo Bar
Association)
Joined Nagashima & Ohno (currently
Nagashima Ohno & Tsunematsu)

Jan. 2007

Partner attorney at Nagashima Ohno &Tsunematsu

Feb. 2010

Outside Audit & Supervisory Board Memberof MIKI SHOKO CO., LTD (present
position)

Sept. 2014

Outside Director of ARRK CORPORATION(scheduled to retire from the position in June
2020)

June 2016

Representative attorney of Takai & Partners(present position)

June 2016

Outside Director of Works Applications Co.,Ltd.

June 2018

Outside Director of the Company (present
position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Representative attorney of Takai & Partners and Outside
Director of ARRK CORPORATION (scheduled to retire
from the position in June 2020)
Reasons for nomination as candidate for Outside Director
The Company judges that Shintaro Takai is a person who contributes to “providing appropriate opinions,advise, suggestions, etc. from an independent and objective standpoint based on extensive experience, highly
specialized knowledge, etc.” as set forth in the Company’s Corporate Governance Code, and that the depth of
his legal knowledge in the international field will contribute to the promotion of internationalization, which isa focus of the Company, and the enhancement of the governance system. While he does not have any direct
experience in the management of a company, he is well-versed in corporate legal affairs through his many
years of experience as a legal specialist. Therefore, it has been judged that he will be able to appropriately
execute his duties as an Outside Director.

-9-

No.

Name
(Date of birth)

Yoichiro Ichimaru(October 10, 1948)
8

Career summary, position and responsibilities(significant concurrent positions outside the Company)
July 1971

Joined Toyota Motor Sales Co., Ltd.

Feb. 1996

Department Manager of Human Resources
Department of Toyota Motor Corporation

Jan. 1999

General Manager of Toyota Corolla Divisionof the same company

Jan. 2000

General Manager of Corolla Channel
Operations Division of the same company

June 2001

Director and Chief Officer of Corolla
Channel Operations Center of the same
company

June 2003

Managing Officer of the same company

June 2005

Senior Managing Director of the same
company, Chief Officer of Domestic Sales
Operations Group and Customer Service
Operations Group

June 2009

Executive Vice President and Member of theBoard of the same company

June 2009

Audit & Supervisory Board Member of Aioi
Insurance Co., Ltd.

Oct. 2010

Audit & Supervisory Board Member of Aioi
Nissay Dowa Insurance Co., Ltd.

June 2011

Full-Time Audit & Supervisory Board
Member of Toyota Motor Corporation

June 2015

Executive Advisor to the same company

June 2015

Representative Director and Chairman of
Aioi Nissay Dowa Insurance Co., Ltd.

Mar. 2017

Outside Director of Chugai PharmaceuticalCo., Ltd. (present position)

June 2017

Senior Advisor to Aioi Nissay Dowa
Insurance Co., Ltd. (scheduled to retire fromthe position in June 2020)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Outside Director of Chugai Pharmaceutical Co., Ltd.
Reasons for nomination as candidate for Outside Director
The Company judges that Yoichiro Ichimaru will appropriately execute his duties as an Outside Director of theCompany due to the view that he is skilled in advising aimed at the realization of “value creation” that is themission of the Company and in supervising risk management and corporate governance based on his abundant
experience and knowledge as a corporate management executive and auditor.

- 10 -

No.

Name(Date of birth)*
Yasuhisa Kotera(August 7, 1959)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Mar. 1982

Joined the Company

Apr. 1997

Manager of the Kasai Branch of theCompany

Apr. 2002

Manager of the Matsubara Branch of theCompany

July 2004

Chief of the Sanyo Block and manager of the
Okayama Branch of the Company

Apr. 2009Manager of the Sakai Branch of Seino
Transportation Co., Ltd.

Apr. 2010

Executive Officer and General Manager ofSales Management Department of the same
company

Apr. 2013

Director of the same company in charge ofSales Management Department

June 2015

Managing Director of the same company incharge of Sales Headquarters

Apr. 2016

Senior Managing Director of the same
company in charge of Sales Headquarters

Apr. 2017

Representative Director and President of
Seino Super Express Co., Ltd.

Apr. 2020

Representative Director and President of
Seino Transportation Co., Ltd. (present
position)

9

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Representative Director and President of Seino
Transportation Co., Ltd.
Reasons for nomination as candidate for Director
Yasuhisa Kotera was appointed as Representative Director and President of Seino Transportation Co., Ltd., acore company of the Group, in April 2020. He has been asked to be a candidate for Director because he has
experience as front-line supervisor of transportation business for many years, a record of promoting measures
for sales and product development, and has experience and knowledge concerning the Company’s businessand operations along with knowledge concerning company management.
Notes:

1. An asterisk (*) indicates a new candidate for Director.
2. When nominating candidates for Director, an impartial and strict review is carried out by the Human Resources
Committee based on the Company’s basic policy for corporate governance, which states that “a candidate be anindividual that has excellent character, insight, ability and extensive experience, as well as a strong sense of ethics”
and “a candidate for Outside Director be an individual that fulfills the requirements for independence establishedby the Tokyo Stock Exchange.”
3. Special interest between the candidates for Directors and the Company are as follows:(1) Candidate for Director Yoshitaka Taguchi also has a post as Representative Director and Chairman at Kanto
Unyu Co., Ltd. and Representative Director at Shikoku Seino Transportation Co., Ltd. and Seino Customs
Clearance Service Co., Ltd., with which the Company has a competitive relationship in terms of operational
consignment and the like.
(2) Candidate for Director Yoshitaka Taguchi also has a post as Chairman at the Taguchi Fukujukai Foundation,
which is the largest shareholder holding 12.92% of the total equity of the Company.
(3) Candidate for Director Hidemi Maruta has a post as Audit & Supervisory Board Member at Seino Customs
Clearance Service 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.
4. Among candidates for Directors, Meyumi Yamada, Shintaro Takai and Yoichiro Ichimaru are candidates for
Outside Directors.
(1) The Company has concluded limited liability agreements with Meyumi Yamada, Shintaro Takai and Yoichiro
Ichimaru limiting their liabilities specified in Article 423, Paragraph 1 of the Companies Act, based on theprovisions of Article 427, Paragraph 1 of the Companies Act. Their maximum amount of liability shall be 20
million yen or the amount stipulated by laws and regulations, whichever is higher. If their reelection isapproved, the Company plans to continue these agreements.

- 11 -

5. The Company has registered Meyumi Yamada, Shintaro Takai and Yoichiro Ichimaru as Independent Officers with
the Tokyo Stock Exchange, Inc. and the Nagoya Stock Exchange, Inc. as stipulated by provisions of the said
Exchanges. If their reelection is approved, the Company plans for their appointment as independent officers tocontinue.
6. Meyumi Yamada, Shintaro Takai and Yoichiro Ichimaru are currently Outside Directors of the Company, and theirterms of office as Outside Directors of the Company will be three years, two years and one year, respectively, atthe conclusion of this meeting.
7. At JAPAN POST INSURANCE Co., Ltd., where Meyumi Yamada has been an Outside Director since June 2017,
cases involving contract transfers, etc., were discovered during her tenure that may have resulted in disadvantages
contrary to customer wishes. Regarding the details, a special investigating committee made up exclusively ofoutside experts who do not have any vested interested in the three companies, which are the said company, Japan
Post Holdings Co., Ltd. and JAPAN POST Co., Ltd., has reported on the investigation. She has been giving propersuggestions based on compliance and customer compliance management, has made suggestions for protecting
customers and preventing recurrence after the relevant cases were found, and has been properly carrying out her
duties.
8. Meyumi Yamada is well-known by the name Yamada, and that name is therefore presented here, but her name asrecorded on the official family register is Meyumi Hara, and the same applies hereinafter.

- 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 conclusion of thismeeting. Accordingly, the Company proposes that the four (4) Audit & Supervisory Board Members beelected.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:

Name

1

Shingo Terada

Standing Audit &Supervisory
Board Member

Reelection

100%(13 out of 13 times)

100%(8 out of 8 times)

2

Nobuhiko Ito

Standing Audit &Supervisory
Board Member

Reelection

100%(13 out of 13 times)

100%(8 out of 8 times)

3

Eiji Kasamatsu

Outside Audit &Supervisory
Board Member

Reelection
OutsideIndependent100%(13 out of 13 times)

100%(8 out of 8 times)

4

Hiroyuki Masuda

New election
OutsideIndependent––

Notes:

Current position, etc.

Attendance atAttendance at Audit
Board of Directors& Supervisory
meetings
Board meetings

No.

1. Candidate Hiroyuki Masuda will be appointed on July 10, 2020.
2. Refer to the following pages for details on the candidates.

- 13 -

No.

Name(Date of birth)

Shingo Terada(March 16, 1958)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Mar. 1980

Joined the Company

July 2002

General Manager of Accounting Departmentof the Company

June 2008

Director of Seino Transportation Co., Ltd. incharge of Accounting Department and Loan
Management Department

Apr. 2010

Director of the same company in charge of
Accounting Department

June 2012

Standing Audit & Supervisory Board
Member of the Company (present position)

Number of theCompany’s
shares owned

2,000[Significant concurrent positions outside the Company]
1

Audit & Supervisory Board Member of Hokkaido Seino
Transportation Co., Ltd., Kanto Seino Transportation Co.,
Ltd., Shikoku Seino Transportation Co., Ltd., Shiga Hino
Motor Co., Ltd., and Seino Engineering Co., Ltd.
Reasons for nomination as candidate for Audit & Supervisory Board Member
Shingo Terada had been involved in the accounting division for many years since joining the Company, served
as the General Manager of the Accounting Department for our core company Seino Transportation Co., Ltd.
for six years, served as Director in charge of the Accounting Department for four years, and was thenappointed as a Standing Audit & Supervisory Board Member of the Company in 2012. He has extensive
knowledge of various business contents, business processes and finance and accounting matters, is capable offairly judging the compliance of business operations by Directors and the appropriateness of accounting audits
from an objective viewpoint, and will be able to help ensure the soundness of the Company’s management
through his beneficial advice. Accordingly, it has been judged that he should continue to be an Audit &Supervisory Board Member candidate.

- 14 -

No.

Name(Date of birth)

Nobuhiko Ito(April 5, 1962)

2

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Mar. 1985

Joined the Company

Dec. 2004

General Manager of Group Management
Department of the Company

Oct. 2005

General Manager of Group Management
Department of Seino Transportation Co., Ltd.

Apr. 2009Managing Director and General Manager of
Administration H.Q. of Seibu Transportation
Co., Ltd. (currently Seino Super Express Co.,Ltd.)

June 2011

Standing Audit & Supervisory Board
Member of the same company

June 2018

Standing Audit & Supervisory Board
Member of the Company (present position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member of Seino Super Express
Co., Ltd., Kyushu Seino Transportation Co., Ltd., Kanto
Unyu Co., Ltd., and Seino Information Service Co., Ltd.
Reasons for nomination as candidate for Audit & Supervisory Board Member
Nobuhiko Ito has worked in accounting and loan management divisions since joining the company, served asa Standing Audit & Supervisory Board Member of Seino Super Express Co., Ltd. for seven years from 2011,
and was then appointed as a Standing Audit & Supervisory Board Member of the Company in 2018. Since
he has extensive knowledge and experience at the Company, he is capable of fairly judging the complianceof business operations by Directors and the appropriateness of accounting audits from an objective
viewpoint, and will be able to help ensure the soundness of the Company’s management through his
beneficial advice. Therefore, the Company judges that he should continue to be an Audit & Supervisory
Board Member candidate.

- 15 -

No.

Name(Date of birth)

Eiji Kasamatsu(January 6, 1954)

3

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Oct. 1978

Joined the Nagoya Office of Shinko Audit
Corporation

Apr. 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 Memberof the Company (present position)

Sept. 2004

Representative of Kasamatsu & Partners(present position)

Oct. 2005

Outside Audit & Supervisory Board Memberof Seino Transportation Co., Ltd.

June 2015

Outside Audit & Supervisory Board Memberof Yamanaka Co., Ltd. (present position)

Apr. 2016

Audit & Supervisory Board Member of
Seino Transportation Co., Ltd. (present
position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Representative of Eiji Kasamatsu Certified Tax Accountant
Office, Representative of Kasamatsu & Partners, Outside
Audit & Supervisory Board Member of Yamanaka Co., Ltd.
(its headquarters is in Nagoya), and Audit & Supervisory
Board Member of Seino Transportation Co., Ltd. and Seino
Express Co., Ltd.
Reasons for nomination as candidate for Audit & Supervisory Board Member
It is expected that Eiji Kasamatsu will provide advice on proper accounting processing based on his extensive
experience cultivated from engaging in accounting operations at various companies as a certified accountant.
While he does not have any direct experience in the management of a company, he is well-versed in corporate
accounting and tax affairs through his many years of experience as an accounting tax specialist. Furthermore,
based on his past record as an 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.

- 16 -

No.

Name(Date of birth)*
Hiroyuki Masuda(March 20, 1958)
4

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Apr. 1981

Joined Nagoya Regional Taxation Bureau

July 2013

Superintendent of Nagoya Higashi Tax
OfficeJuly 2014

Chief Litigation Officer of First Taxation
Department, Nagoya Regional Taxation
BureauJuly 2015

Chief of International Examination of Large
Enterprise Division, Investigation
Department, Nagoya Regional Taxation
BureauJuly 2016

Chief of Co-ordination Division (Large
Enterprise Examination), Investigation
Department, Nagoya Regional Taxation
BureauJuly 2017

Superintendent of Handa Tax Office

Sept. 2018

Representative of Masuda Hiroyuki Certified
Tax Accountant Office (present position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member of Seino Transportation
Co., Ltd., Tokai Seino Transportation Co., Ltd., Nohi Seino
Transportation Co., Ltd., Toyota Corolla Gifu Co., Ltd., Netz
Toyota Gifu Co., Ltd., and Gifu Hino Motor Co., Ltd. (for allof the above, appointment is planned for July 2020)
Reasons for nomination as candidate for Audit & Supervisory Board Member
It is expected that Hiroyuki Masuda will provide proper advice based on his extensive knowledge of tax
matters cultivated from years of service as an executive officer at a Regional Taxation Bureau as a certified tax
accountant. While he does not have any direct experience in the management of a company, he is well-versedin corporate tax affairs through his many years of experience as a tax specialist. Accordingly, it has been
judged that he will be able to appropriately execute his duties as an Outside Audit & Supervisory Board
Member.
Notes:

1. An asterisk (*) indicates a new candidate for Audit & Supervisory Board Member.
2. When nominating candidates for Audit & Supervisory Board Members, the ability, experience, knowledge andother qualities required of Audit & Supervisory Board Members were examined by the Human Resources
Committee based on the Company’s basic policy for corporate governance, which states that “a candidate be anindividual that has proper knowledge of finance, accounting, business operation and the like,” and that “a candidate
for Outside Officer be an individual that fulfills the requirements for independence established by the Tokyo Stock
Exchange,” and the consent of the Audit & Supervisory Board has been obtained.
3. Special interest between the candidates for Audit & Supervisory Board Members and the Company are as follows:(1) Candidate for Audit & Supervisory Board Member Shingo Terada has a post as Audit & Supervisory Board
Member of Shikoku Seino Transportation Co., Ltd., with which the Company has a competitive relationshipin terms of operational consignment and the like.
(2) Candidate for Audit & Supervisory Board Member Nobuhiko Ito has a post as Audit & Supervisory Board
Member at Kanto Unyu Co., Ltd., with which the Company has a competitive relationship in terms ofoperational consignment and the like.
(3) There are no other special interests between the Company and other candidates.
4. Among candidates for Audit & Supervisory Board Members, Eiji Kasamatsu and Hiroyuki Masuda are candidates
for Outside Audit & Supervisory Board Members.
(1) The Company has concluded a limited liability agreement with Eiji Kasamatsu limiting his liability specified
in Article 423, Paragraph 1 of the Companies Act, based on the provisions of Article 427, Paragraph 1 of theCompanies Act. His maximum amount of liability shall be 20 million yen or the amount stipulated by laws
and regulations, whichever is higher. If his reelection is approved, the Company plans to continue thisagreement. Furthermore, if the election of Hiroyuki Masuda is approved, the Company plans to enter into thesame limited liability agreement with him.
5. The Company has registered Eiji Kasamatsu as an Independent Officer with the Tokyo Stock Exchange, Inc. andthe Nagoya Stock Exchange, Inc. as stipulated by provisions of the said Exchanges. If his reelection is approved,
the Company plans for his appointment as an independent officer to continue. Furthermore, Hiroyuki Masuda
satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange, Inc. and the- 17 -

Nagoya Stock Exchange, Inc. If the election of Hiroyuki Masuda is approved, the Company plans to register him
as an Independent Officer with the said Exchanges.
6. Eiji Kasamatsu is currently an Outside Audit & Supervisory Board Member of the Company, and his term of officeas Outside Audit & Supervisory Board Member of the Company will be sixteen (16) years at the conclusion ofthis meeting.

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