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 6, 2022
To our shareholders:
Yoshitaka Taguchi
President and Chief Executive Officer
SEINO HOLDINGS CO., LTD.
1, Taguchi-cho, Ogaki, Gifu

NOTICE OF THE 101ST ORDINARY GENERAL MEETING OF
SHAREHOLDERS
This is to notify you of the 101st Ordinary General Meeting of Shareholders of SEINO HOLDINGS CO.,LTD. (the “Company”), which will be held as described below.
To prevent the spread of the novel coronavirus (COVID-19), we kindly ask our shareholders to refrain from
attending the meeting in person as much as possible, and instead exercise your voting rights by postal mailor via the internet, etc.
When exercising your voting rights by postal mail or via the internet, etc., please do so no later than 5:00
p.m., Monday, June 27, 2022 (Japan Standard Time) after reviewing the attached Reference Documents for
the General Meeting of Shareholders.

1. Date and Time: Tuesday, June 28, 2022 at 10:00 a.m. (Reception opens at 9:00 a.m.) (Japan StandardTime)
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 101st Term (from April 1, 2021 toMarch 31, 2022), 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 101st Term (from April 1, 2021 to March 31, 2022)

Items to be resolved:
Proposal 1:

Appropriation of Surplus

Proposal 2:

Amendment to the Articles of Incorporation

Proposal 3:

Election of Eight (8) Directors

Proposal 4:

Election of One (1) Audit & Supervisory Board Member-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 18 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 29 yen per share.
(1) Type of dividend property

Cash(2) Allocation of dividend property to shareholders and total amount thereof
18 yen per common share of the Company
Total amount of dividends: 3,371,224,914 yen(3) Effective date of distribution of dividends of surplus
June 29, 2022-2-

Proposal 2:

Amendment to the Articles of Incorporation

1. Reason for proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of
the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1,
2022, a system for provision of informational materials for the general meeting of shareholders inelectronic format is to be introduced. Accordingly, the Company proposes to make the following changes
to its Articles of Incorporation.
(1)

Since the Company will be obligated to stipulate in its Articles of Incorporation that the Company
shall take measures for providing information that constitutes the content of Reference Documents
for the General Meeting of Shareholders, etc. in electronic format, Article 15 (Measures, etc. for
Providing Information in Electronic Format), Paragraph 1 in the proposed amendments will be
newly established.

(2)

Of the items of information that constitute the content of Reference Documents for the General
Meeting of Shareholders, etc. to be provided in electronic format, Article 15 (Measures, etc. for
Providing Information in Electronic Format), Paragraph 2 in the proposed amendments will be
newly established to enable limiting of the scope of the items to be stated in paper-based documents
delivered to shareholders who requested the delivery of paper-based documents to the scope
stipulated by the Ministry of Justice Order.

(3)

Since the provisions stipulated in Article 15 (Internet Disclosure and Deemed Delivery ofReference Documents for the General Meeting of Shareholders, etc.) of the current Articles ofIncorporation will no longer be required after the introduction of the system for provision of
information materials for the General Meeting of Shareholders in electronic format, they will bedeleted.

(4)

Supplementary provisions will be established regarding when the aforementioned establishment
and deletion of provisions take effect. These supplementary provisions will be deleted after their
expiration date.

2. Details of amendment
The details of amendment are as follows:(Underlined sections indicate proposed amendments.)
Current Articles of Incorporation

Proposed Amendments(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, etc.)
Article 15 When the Company convenes a general meetingof shareholders, if it discloses information that is
to be stated or presented in the reference
documents for the general meeting ofshareholders, business report, financial
statements and consolidated financial statements
through the internet in accordance with theprovisions prescribed by the Ministry of Justice
Order, it may be deemed that the Company has
provided this information to shareholders.

(Newly established)(Deleted)(Measures, etc. for Providing Information in Electronic
Format)Article 15
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders,etc. in electronic format.

-3-Current Articles of Incorporation(Newly established)(Newly established)

Proposed Amendments
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany is not required to state all or some of those
items designated by the Ministry of Justice Order inthe paper-based documents to be delivered toshareholders who requested the delivery of paperbased documents by the record date of voting rights.
(Supplementary Provisions)(Transitional Measures for Providing Informational
Materials for the General Meeting of Shareholders inElectronic Format)
Article 1
1. The deletion of Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, etc.) of the
Articles of Incorporation and the new establishmentof Article 15 (Measures, etc. for Providing
Information in Electronic Format) of the Articles ofIncorporation shall enter into effect from September
1, 2022.
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, etc.) of the
Articles of Incorporation shall remain effective
regarding any general meeting of shareholders held
on a date within six months from September 1, 2022.
3. These Supplementary Provisions shall be deleted on
the date when six months have elapsed from
September 1, 2022 or on the date when three months
have elapsed from the date of the general meeting ofshareholders in the preceding paragraph, whicheveris later.

-4-

Proposal 3:

Election of Eight (8) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this meeting. In order to promote
rapid decision making at the Board of Directors, the Company proposes to reduce the number of Directors
by one (1), and that eight (8) Directors be elected, including three (3) Outside Directors.
The candidates for Directors are as follows:

No.

Name

1

Yoshitaka Taguchi

Expertise

Position and responsibilities in the
Company

Attendance atBoard ofDirectors
meetings

President and Chief
Executive Officer

Reelection

100%(14 out of
14 times)

✓

✓

✓

✓

Reelection

100%(14 out of
14 times)

✓

✓

✓

✓

✓

✓

✓

Legal
CorpoHR/ Financeaffairs/
rate
labor
/
risk
Globalmanage manage accountmanage
-ment
-ment
-ing
-ment

2

Takao Taguchi

Representative Director
in charge of Business
Promotion Department(Vehicle Sales andRelated Services)3

Hidemi Maruta

Director in charge ofInternational Strategies
Department

Reelection

100%(14 out of
14 times)

4

Nobuyuki Nozu

Director in charge ofFinance & IR
Department andAccounting Department

Reelection

100%(14 out of
14 times)

5

Yasuhisa Kotera

Director in charge ofBusiness Promotion
Department(Transportation
Services), Information
Systems Department,
and Real Estate
Development
Department

Reelection

100%(14 out of
14 times)✓

6

Meyumi Yamada

Outside Director
Independent Officer

Reelection
OutsideIndependent100%(14 out of
14 times)✓

7

Shintaro Takai

Outside Director
Independent Officer

Reelection
OutsideIndependent100%(14 out of
14 times)

8

Yoichiro Ichimaru

Outside Director
Independent Officer

Reelection
OutsideIndependent100%(14 out of
14 times)

Notes:

Refer to the following pages for details on the candidates.

-5-

✓

✓

✓

✓

✓

✓
✓

✓

✓

✓

✓

No.

Name
(Date of birth)

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

Yoshitaka Taguchi(April 20, 1961)
1

Number of theCompany’s
shares owned

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

June 2001

Representative Director and Vice Presidentof the Company in charge of Management

June 2003

President and Chief Executive Officer of theCompany (present position)

June 2018

External Director of MARUI GROUP CO.,LTD.

706,052[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 Logix
Co., Ltd., Toyota Corolla Gifu Co., Ltd., Netz Toyota Gifu
Co., Ltd., Gifu Hino Motor Co., Ltd., Seino Trading Co.,
Ltd., and Seino Information Service Co., Ltd., and Chairmanof 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.

-6-

No.

Name
(Date of birth)

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

Takao Taguchi(February 2, 1962)

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

395,773[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 Director in charge of 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.

-7-

No.

Name
(Date of birth)

Hidemi Maruta(March 4, 1963)

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

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

Mar. 2021

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

3

Number of theCompany’s
shares owned

50,000[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member of Seino Super Express
Co., Ltd., Seino Logix Co., Ltd., and Seino 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 has been asked to continue as a
candidate for Director because he will assist the Company’s sustained growth and enhance its medium- to longterm corporate value.

-8-

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 of the same company in charge of
the Accounting Department and Finance
Department

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)

4

Number of theCompany’s
shares owned

16,600Reasons for nomination as candidate for Director
Nobuyuki Nozu has abundant knowledge and experience and an advanced sense of balance acquired in afinancial institution and possesses a fair and honest personality and much class. He has also achieved theenhancement of the Group corporate management in the accounting area and possesses insight on risk
management and corporate governance. For these reasons, he 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.

-9-

No.

Name
(Date of birth)

Yasuhisa Kotera(August 7, 1959)
5

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)

June 2020

Director of the Company in charge ofBusiness Promotion Department(Transportation Services), Information
Systems Department, and Real Estate
Development Department (present position)

Number of theCompany’s
shares owned

3,000[Significant concurrent positions outside the Company]
Representative Director and President of Seino
Transportation Co., Ltd.
Reasons for nomination as candidate for Director
Yasuhisa Kotera has been asked to continue as a candidate for Director because he has experience as front-line
supervisor of transportation business and management of subsidiaries for many years, has contributed to theimprovement of the Company’s business performance with a record of promoting measures for sales andproduct development, and has experience and knowledge concerning the Company’s business and operations
along with knowledge concerning company management.

- 10 -

No.

Name(Date of birth)

Meyumi Yamada(August 30, 1972)

6

Career summary, position and responsibilities(significant concurrent positions outside the Company)
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. (scheduled to retire
from the position in June 2022)

June 2017

Outside Director of the Company (present
position)

Nov. 2019

Director of ISPartners Inc. (present position)

June 2021

Outside Director of Sompo Holdings, Inc.
(present position)

May 2022

Outside Director of Seven & i Holdings Co.,
Ltd. (scheduled to assume the position)

Number of theCompany’s
shares owned

6,750[Significant concurrent positions outside the Company]
Director of istyle Inc., Outside Director of JAPAN POST
INSURANCE Co., Ltd. (scheduled to retire from theposition in June 2022), Outside Director of Sompo Holdings,
Inc., and Outside Director of Seven & i Holdings Co., Ltd.
(scheduled to assume the position in May 2022)
Reasons for nomination as candidate for Outside Director
Meyumi Yamada has been asked to continue as a candidate for Outside Director because the Company judgesthat she will contribute to the Company’s sustained growth because she further diversifies values utilizing awoman’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. The Company also expects her toprovide advice on and supervise the Company’s business execution from the perspective of e-commerce andUI/UX. If she is elected, she will be involved as a member of the Human Resources Committee from an
independent standpoint in the selection of the Company’s candidates for officers and the determination of
officers’ remuneration and other matters.

- 11 -

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

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

4,500[Significant concurrent positions outside the Company]
Representative attorney of Takai & Partners
Reasons for nomination as candidate for Outside Director
Shintaro Takai has been asked to continue as a candidate for Outside Director because the Company judges that
he 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. While he does not have any direct experience in the
management of a company, the depth of his legal knowledge in the international field will contribute to thepromotion of internationalization, which is a focus of the Company, and the enhancement of the governancesystem. The Company also expects him to provide advice on and supervise the Company’s business execution
not only in the field of international affairs, but also from the perspective of compliance in general corporate
legal affairs. If he is elected, he will be involved as a member of the Human Resources Committee from an
independent standpoint in the selection of the Company’s candidates for officers and the determination of
officers’ remuneration and other matters.

- 12 -

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.

June 2019

Outside Director of the Company (present
position)

Number of theCompany’s
shares owned

2,750[Significant concurrent positions outside the Company]
Outside Director of Chugai Pharmaceutical Co., Ltd
Reasons for nomination as candidate for Outside Director
Yoichiro Ichimaru has been asked to continue as a candidate for Outside Director because the Company judgesthat he will appropriately execute his duties as an Outside Director of the Company due to the view that he isskilled in advising aimed at the realization of “value creation” that is the mission of the Company and insupervising risk management and corporate governance based on his abundant experience and knowledge as acorporate management executive and auditor. We also expect him to provide advice on and supervise theCompany’s business execution from the perspective of general corporate management, “risk management,” and“corporate governance.” If he is elected, he will be involved as a member of the Human Resources Committee
from an independent standpoint in the selection of the Company’s candidates for officers and the determinationof officers’ remuneration and other matters.
Notes:

1. 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.”
2. 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 Logix Co.,
Ltd., with which the Company has a competitive relationship in terms of operational consignment and thelike.
(2) Candidate for Director Yoshitaka Taguchi also has a post as Chairman at the Taguchi Fukujukai Foundation,
which is the largest shareholder holding 13.94% of the total equity of the Company.

- 13 -

(3) Candidate for Director Hidemi Maruta also has a post as Audit & Supervisory Board Member at Seino Logix
Co., Ltd., with which the Company has a competitive relationship in terms of operational consignment andthe like.
(4) There are no other special interests between the Company and other candidates.
3. Among candidates for Directors, Meyumi Yamada, Shintaro Takai and Yoichiro Ichimaru are candidates for
Outside Directors.
4. 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 is approved,
the Company plans to continue these agreements.
5. The Company has entered into a contract of Directors and Officers Liability Insurance with an insurance agency,
as provided for in Article 430-3, Paragraph 1 of the Companies Act. This insurance policy covers damages arisingfrom third-party suits, shareholder derivative suits and the like, borne by the insured persons. Each candidate isincluded as insured in the insurance policy. Furthermore, at the time of the next renewal, the Company intends torenew the insurance policy without changing any of the detail.
6. 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.
7. 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 five years, four years and three years, respectively, atthe conclusion of this meeting.

- 14 -

Proposal 4:

Election of One (1) Audit & Supervisory Board Member

The Company proposes that one (1) Audit & Supervisory Board Member be elected as a substitute forStanding Audit & Supervisory Board Member Shingo Terada, who will resign at the conclusion of thismeeting.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:

Name(Date of birth)Osamu Katagiri(June 15, 1965)

Career summary, and position in the Company(significant concurrent positions outside the Company)
Apr. 1989

Joined the Company

Apr. 2012

General Manager of Accounting Department of theCompany (present position)
Executive Officer and General Manager of Accounting
Department of Seino Transportation Co., Ltd.

Apr. 2018

Director of Seino Transportation Co., Ltd. in charge of
Accounting Department (present position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member of Hokkaido Seino Transportation
Co., Ltd., Kanto Seino Transportation Co., Ltd., Shikoku Seino
Transportation Co., Ltd., and Shiga Hino Motor Co., Ltd. (for all of theabove, appointment is planned for June 2022)
Reasons for nomination as candidate for Audit & Supervisory Board Member
Osamu Katagiri has worked in finance and accounting divisions over many years since joining the Company, served as
Section Chief at Finance Department of the Company and core company Seino Transportation Co., Ltd for six years, andhas been serving concurrently as General Manager of Accounting Department of the Company and Executive Officer andDirector of core company Seino Transportation Co., Ltd in charge of Accounting Department for ten years. Since he has
extensive knowledge regarding various business contents, business processes, finance and accounting, the Company judgesthat he is capable of fairly judging the compliance of business operations by Directors and the appropriateness ofaccounting audits from an objective viewpoint, and will be able to help ensure the soundness of the Company’s
management through his beneficial advice. Accordingly, he has been nominated as an Audit & Supervisory Board Member
candidate.
Notes:

1. Osamu Katagiri is 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 excellent character, insight, ability, and extensive experience, as well as a strong sense of ethics”
and that “a candidate be an individual that has proper knowledge of finance, accounting, business operation andthe like,” and the consent of the Audit & Supervisory Board has been obtained.
3. Candidate for Audit & Supervisory Board Member Osamu Katagiri is scheduled to be appointed as Audit &Supervisory Board Member of Shikoku Seino Transportation Co., Ltd., with which the Company has competitive
relationships in terms of operational consignment and the like.
4. The Company has entered into a contract of Directors and Officers Liability Insurance with an insurance agency,
as provided for in Article 430-3, Paragraph 1 of the Companies Act. This insurance policy covers damages arisingfrom third-party suits, shareholder derivative suits and the like, borne by the insured persons. Candidate for Audit& Supervisory Board Member Osamu Katagiri is included as insured in the insurance policy. Furthermore, at thetime of the next renewal, the Company intends to renew the insurance policy without changing any of the detail.

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