This document has been translated from the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms ofdamages arising from the translation.
Securities Code: 9726
May 24, 2022
To Shareholders with Voting Rights:
Akimasa Yoneda
Director and President
KNT-CT Holdings Co., Ltd.
2-6-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo, JapanNOTICE OF THE 85TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 85th Annual General Meeting of Shareholders of KNT-CT Holdings Co., Ltd.
(the “Company”) will be held for the purposes as described below.
In order to avoid the risk of COVID-19 infection at the General Meeting of Shareholders, we recommend thatyou try as much as possible to refrain from attending the Meeting in person on the day, and instead exercise
your voting rights in writing or via the Internet. Please review the attached Reference Documents for the General
Meeting of Shareholders and exercise your voting rights by 5 p.m. (JST) on Monday, June 13, 2022.
1. Date and Time: Tuesday, June 14, 2022, at 10 a.m. (JST)
2. Place:
NS Sky Conference Hall A and B
30F, Shinjuku NS Bldg.,
2-4-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo
3. Meeting Agenda:
Matters to be reported:
1. The Business Report, Consolidated Financial Statements for the Company’s 85th Fiscal Year (April 1, 2021
- March 31, 2022) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of
the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 85th Fiscal Year (April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Proposal 1:
Reduction in Share Capital
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Nine (9) Directors
Proposal 4:
Election of One (1) Substitute Audit & Supervisory Board Member-1-4. Other Matters Related to this Notice:
Of the documents required to be provided with this Notice, the Summary of the System for Ensuring theAppropriateness of Business Activities and Status of its Operation, which is a part of the Business Report, theConsolidated Statements of Changes to Stockholders’ Equity and the Notes to the Consolidated Financial
Statements, which are part of the Consolidated Financial Statements, and the Non-consolidated Statements of
Changes to Stockholders’ Equity and the Notes to the Non-consolidated Financial Statements, which are part of
the Non-consolidated Financial Statements, have been posted on the Company’s website(https://www.kntcthd.co.jp/ir/soukai.html) in accordance with laws and regulations and Article 15 of theCompany’s Articles of Incorporation, and therefore are not included in this Notice.
The Business Report, Consolidated Financial Statements and the Non-consolidated Financial Statements
appended to this Notice are part of the Business Report, Consolidated Financial Statements and the Nonconsolidated Financial Statements audited by the Accounting Auditor and the Audit & Supervisory Board when
preparing the Financial Audit Report and the Audit Report, respectively.

When attending the meeting, please submit the enclosed Voting Rights Exercise Form to the reception.
Any revisions to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial
Statements or Non-consolidated Financial Statements will be posted on the Company’s website as described above.
The Company will take necessary measures to prevent COVID-19 infection depending on the situation of the spread of
COVID-19 infection as of the day of the General Meeting of Shareholders. In addition, we kindly ask you to check theCompany’s website as described above, where we will notify you of any major changes, if any, in the operation of theGeneral Meeting of Shareholders due to future circumstances.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1
Reduction in Share Capital
Based on the provisions of Article 447, paragraph (1) of the Companies Act, we would like to reduce the amountof capital by the following in order to ensure flexibility and mobility in future capital policy.
In addition, this bill transfers accounts in the net assets section of the balance sheet, and there is no change in theamount of net assets of the Company. In addition, since the total number of issued shares will not be changed, it
will not affect the number of shares held by shareholders or the amount of net assets per share.
1. The amount of capital to decrease
The amount of capital ¥8,041,529,647 will be reduced by ¥7,941,529,647 to ¥100,000,000, and the entire
amount of capital to be reduced will be transferred to other capital surplus.
2. The date on which a decrease in the amount of capital
July 31, 2022

-3-

Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments
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, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(1) Article 15, paragraph 1 in “Proposed Amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format.
(2) Article 15, paragraph 2 in “Proposed Amendments” below will establish the provision to limit the scopeof the items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 15 of the Current Articles of Incorporation) will no longer
be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.
2. Details of the amendments
The details of the amendments are as follows:(Amendments are underlined.)
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 meeting ofshareholders, if it discloses information that is to bestated or presented in the reference documents for thegeneral meeting of shareholders, 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 thisinformation to shareholders.
(Newly established)(Deleted)(Measures, etc. for Providing Information in Electronic
Format)Article 15(i) 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.
(ii) Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to bedelivered to shareholders who requested the delivery of
paper-based documents by the record date of voting
rights.

-4-Current Articles of Incorporation(Newly established)

Proposed Amendments
Supplementary Provisions
1. The amendment to the Articles of Incorporation
pertaining to Article 15 shall be effective from
September 1, 2022, which is the date of enforcement of
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 of2019) (hereinafter referred to as the “Date of
Enforcement”).
2. Notwithstanding the provision of the preceding
paragraph, Article 15 of the Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders,Etc.) shall remain effective regarding any general
meeting of shareholders (including class general
meetings of shareholders; the same shall apply
hereinafter) held on a date within six months from theDate of Enforcement.
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from the dateof the general meeting of shareholders in the preceding
paragraph, whichever is later.

-5-

Proposal No. 3

Election of Nine (9) Directors

The terms of office of all eight current Directors will expire at the conclusion of this meeting. Therefore, theCompany proposes to increase the number of Directors by one, and requests the election of nine Directors.
The candidates for Director are as follows:
CandidateNo.

Current position and responsibility
in the Company

Name

Attendance at Board of
Directors meetings
12 of 12 meetings

1

Akimasa Yoneda

Reelection

Director and President

2

Yoshinobu Koyama

Reelection

Senior Managing Director
In charge of President’s Office

12 of 12 meetings(Attendance rate: 100%)

3

Sadayuki Miyake

Reelection

Senior Managing Director
In charge of Accounting Department(Attendance rate: 100%)

4Shinichi Nishimoto

Reelection

Managing Director
In charge of General Affairs & Public
Relations Department and Audit Department(Attendance rate: 91%)5

Shuichi Uryu

Reelection

Managing Director
In charge of IT Planning Department

12 of 12 meetings(Attendance rate: 100%)

6

Tetsuya Kobayashi

Reelection

Director

7

Hiroshi Takahashi

Reelection
OutsideDirector

Independent
8

Yasunori Hori

Reelection
OutsideDirector

Independent
9

Yusuke Kawasaki

New election
OutsideAudit & Supervisory Board Member

Independent
Reelection

Candidate for Director to be reelected

OutsideIndependent

Candidate for outside Director
Candidate for independent officer as defined by the securities exchange

New election

Candidate for Director to be newly elected-6-(Attendance rate: 100%)

12 of 12 meetings
11 of 12 meetings

11 of 12 meetings(Attendance rate: 91%)
11 of 12 meetings(Attendance rate: 91%)
12 of 12 meetings(Attendance rate: 100%)
12 of 12 meetings(Attendance rate: 100%)

Candidate
No.

Name
(Date of birth)

Career summary and position in the Company
Apr. 1982

1

Number of theCompany’s shares
ownedJoined Kintetsu Railway Co., Ltd. (currently
Kintetsu Group Holdings Co., Ltd.)May 2004
Director of Kintetsu Enterprises Company ofAmerica
Sept. 2008
Director and President of Kintetsu Enterprises
Company of America
June 2012
Director and General Manager of Planning
Department of Planning and Sales Division of
Kintetsu Hotel Systems, Inc. (currently
Kintetsu Miyako Hotels International, Inc.)
Dec. 2013
Director and General Manager of Sheraton
Miyako Hotel Osaka of Kintetsu Hotel
Systems, Inc.
Apr. 2015
Managing Director and General Manager of
The Westin Miyako Kyoto of Kintetsu Hotel
Systems, Inc.
July 2015
Managing Director and Manager of Ise-Shima
Akimasa Yoneda
Summit Planning Office of Kintetsu Hotel
8,800(February 12, 1960)
Systems, Inc.
Reelection
June 2016
Director and Managing Executive Officer incharge of Business Development and Group
Cooperation Promotion Div. of Kintetsu Group
Holdings Co., Ltd.
June 2018
Director and Managing Executive Officer incharge of Business Development Div.
(Overseas Business), Tokyo Office, Nagoya
Office and Taipei Office of Kintetsu Group
Holdings Co., Ltd.
June 2019
Director and President of the Company(incumbent)[Significant concurrent positions outside the Company]
Representative Director of KNT Co., Ltd.
Representative Director of Club Tourism International Inc.
Representative Director of Kinki Nippon Tourist Corporate
Business Co., Ltd.
[Reasons for nomination as candidate for Director]
Akimasa Yoneda is responsible for management of the Group as Director and President based on his broad range ofexperience and extensive knowledge. Upon comprehensive consideration of his knowledge, capabilities, personality
and other attributes, the Company has determined that he is qualified for the position.

-7-

Candidate
No.

Name
(Date of birth)

Career summary and position in the Company
Mar. 1982
June 2007
June 2008
June 2011

Yoshinobu Koyama(December 9, 1961)
Reelection
2

3

Jan. 2013
June 2013
June 2019
June 2020

Joined the Company
Executive Officer of Club Tourism
International Inc.
Director of Club Tourism International Inc.
Senior Managing Director of Club Tourism
International Inc.
Director of the Company
Director and President of Club Tourism
International Inc.
Managing Director of the Company
Senior Managing Director of the Company(incumbent)

Number of theCompany’s shares
owned

15,450[Responsibility]
In charge of President’s Office[Reasons for nomination as candidate for Director]
Yoshinobu Koyama engaged mainly in the operations of the Individual Travel Division at Club Tourism International
Inc. and is currently in charge of the President’s Office as Senior Managing Director of the Company. Upon
comprehensive consideration of his knowledge, capabilities, personality and other attributes, the Company has
determined that he is qualified for the position.
Apr. 1983
Joined Kintetsu Railway Co., Ltd. (currently
Kintetsu Group Holdings Co., Ltd.)May 2010
General Manager of Audit Department ofKintetsu Railway Co., Ltd. (currently KintetsuGroup Holdings Co., Ltd.)
June 2012
General Manager of Management Strategy
Office of Comprehensive Strategy Departmentof Kintetsu Railway Co., Ltd. (currently
Kintetsu Group Holdings Co., Ltd.)
Nov. 2012
General Manager of Accounting Department ofKintetsu Railway Co., Ltd. (currently KintetsuGroup Holdings Co., Ltd.)
Apr. 2015
General Manager of Accounting Department ofKintetsu Group Holdings Co., Ltd.
Sadayuki Miyake
General Manager of Accounting Department of
5,500(September 13, 1959)
Kintetsu Railway Co., Ltd.
Reelection
June 2016
Director and General Manager of Accounting
Division of Kintetsu Real Estate Co., Ltd.
June 2017
Director and Managing Executive Officer incharge of Management Strategy Div. ofKintetsu Group Holdings Co., Ltd.
June 2018
Audit & Supervisory Board Member of The
Kinki Sharyo Co., Ltd.
June 2019
Director and Managing Executive Officer incharge of Accounting Department of Kintetsu
Railway Co., Ltd.
June 2020
Senior Managing Director of the Company(incumbent)[Responsibility]
In charge of Accounting Department[Reasons for nomination as candidate for Director]
Sadayuki Miyake engaged mainly in the operations of the accounting and finance divisions of the Kintetsu Group and iscurrently in charge of the Accounting Department as Senior Managing Director of the Company. Upon comprehensive
consideration of his knowledge, capabilities, personality and other attributes, the Company has determined that he isqualified for the position.

-8-

Candidate
No.

Name
(Date of birth)

Career summary and position in the Company
Apr. 1985
Nov. 2007
Nov. 2008

Nov. 2010
Shinichi Nishimoto(March 6, 1962)
Reelection
4

May 2013
July 2015
Mar. 2016
June 2020

5

Joined Kintetsu Railway Co., Ltd. (currently
Kintetsu Group Holdings Co., Ltd.)
General Manager of General Affairs
Department of Kintetsu World Express, Inc.
General Manager of Business Management
Department of Group Business Division of
Kintetsu Railway Co., Ltd.
General Manager of General Affairs
Department of General Affairs Division of
Kintetsu Department Store Co., Ltd.
General Manager of General Affairs Division
Kintetsu Department Store Co., Ltd.
General Manager of General Affairs & Public
Relations Department of the Company
Director of the Company
Managing Director of the Company(incumbent)

Number of theCompany’s shares
owned

1,400

[Responsibility]
In charge of General Affairs & Public Relations Department andAudit Department[Reasons for nomination as candidate for Director]
Shinichi Nishimoto engaged mainly in the operations of the general affairs divisions of the Kintetsu Group and iscurrently in charge of the General Affairs & Public Relations Department and the Audit Department as Managing
Director of the Company. Upon comprehensive consideration of his knowledge, capabilities, personality and otherattributes, the Company has determined that he is qualified for the position.
Apr. 1982
Joined the Company
Jan. 2013
Executive Officer of the Company
June 2017
Director of the Company
Apr. 2018
Director and President of KNT-CT Web TravelCo., Ltd.
June 2020
Managing Director of the Company
Shuichi Uryu
(incumbent)
3,629(March 25, 1960)
Reelection
Apr. 2021
Director and President of KNT-CT IT Solutions
Co., Ltd. (incumbent)[Responsibility]
In charge of IT Planning Department[Significant concurrent positions outside the Company]
Director and President of KNT-CT IT Solutions Co., Ltd.
[Reasons for nomination as candidate for Director]
Shuichi Uryu is responsible for management of KNT-CT IT Solutions Co., Ltd. as Director and President and serves as
the Company’s Managing Director, being in charge of the IT Planning Department. Upon comprehensive considerationof his knowledge, capabilities, personality and other attributes, the Company has determined that he is qualified for the
position.

-9-

Candidate
No.

Name
(Date of birth)

Career summary and position in the Company
Apr. 1968

6

Number of theCompany’s shares
ownedJoined Kintetsu Railway Co., Ltd. (currently
Kintetsu Group Holdings Co., Ltd.)
June 2001
Director of Kintetsu Railway Co., Ltd.
(currently Kintetsu Group Holdings Co., Ltd.)
June 2003
Managing Director of Kintetsu Railway Co.,
Ltd. (currently Kintetsu Group Holdings Co.,Ltd.)
June 2005
Senior Managing Director of Kintetsu Railway
Co., Ltd. (currently Kintetsu Group Holdings
Co., Ltd.)
June 2007
Director and President of Kintetsu Railway Co.,
Ltd. (currently Kintetsu Group Holdings Co.,
Ltd.)
Mar. 2014
Director of the Company
Tetsuya Kobayashi
Apr. 2015
Director and Chairman of the Board of Kintetsu(November 27, 1943)
2,000
Group Holdings Co., Ltd.
Reelection
Director and Chairman of Kintetsu Real EstateCo., Ltd.
Mar. 2016
Director and Chairman of the Company
June 2019
Director of the Company (incumbent)
June 2020
Director, Chairman of the Board and GroupCEO of Kintetsu Group Holdings, Co., Ltd.
(incumbent)[Significant concurrent positions outside the Company]
Director, Chairman of the Board and Group CEO of KintetsuGroup Holdings, Co., Ltd.
Director of Kintetsu Department Store Co., Ltd.
Outside Director of Kintetsu World Express, Inc.
Outside Director of The Kansai Electric Power Company,
Incorporated[Reasons for nomination as candidate for Director]
Tetsuya Kobayashi has engaged in operations of a broad range of business as a corporate executive of the KintetsuGroup for many years and is currently Director, Chairman of the Board and Group CEO of Kintetsu Group Holdings,
Co., Ltd. In recognition of his abundant experience and extensive knowledge, the Company has determined that he isqualified for the position.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary and position in the Company
Apr. 1977

7

8

Number of theCompany’s shares
ownedJoined Japan Development Bank (currently
Development Bank of Japan Inc.)
June 2001
General Manager of Project Finance
Department of Development Bank of Japan Inc.
June 2007
Director of Development Bank of Japan Inc.
Oct. 2008
Member of the Board of Directors andManaging Executive Officer of Development
Bank of Japan Inc.
Hiroshi Takahashi
June 2011
Director and President of Skynet Asia Airways(September 3, 1954)
Co., Ltd. (currently Solaseed Air Inc.)0
Reelection
June 2017
Director of the Company (incumbent)
OutsidePresident of Japan Economic Research Institute
Independent
Inc. (incumbent)
Chairman of Value Management Institute, Inc.
June 2020
Outside Audit & Supervisory Board Member of
IINO KAIUN KAISHA, LTD. (incumbent)[Significant concurrent positions outside the Company]
President of Japan Economic Research Institute Inc.
Outside Audit & Supervisory Board Member of IINO KAIUN
KAISHA, LTD.
[Reasons for nomination as candidate for outside Director and expected roles]
Hiroshi Takahashi has engaged in financial operations at Development Bank of Japan Inc. for many years and currently
serves as President of Japan Economic Research Institute Inc., etc. In recognition of his abundant experience andextensive knowledge, the Company has determined that he is qualified to supervise and give advice on businessexecution as outside Director.
Sept. 1975
Joined Hida Hotel Plaza K.K.
Feb. 2001
Director and President of Hida Hotel Plaza
K.K.
Dec. 2013
Director and Chairman of Hida Hotel Plaza
Yasunori Hori
K.K. (incumbent)(April 6, 1948)
May 2019
Chairman of KNT-CT Partners Association
Reelection
0(incumbent)
OutsideIndependent
June 2019
Director of the Company (incumbent)[Significant concurrent positions outside the Company]
Chairman of KNT-CT Partners Association
Director and Chairman of Hida Hotel Plaza K.K.
[Reasons for nomination as candidate for outside Director and expected roles]
Yasunori Hori has engaged in hotel management for many years, and has abundant experience and extensive
knowledge. Besides, in recognition of his deep understanding of the Company’s business as Chairman of KNT-CT
Partners Association, the Company has determined that he is qualified to supervise and give advice on businessexecution as outside Director.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary and position in the Company
Oct. 1984

9

Notes:

1.
2.

3.

4.

5.

6.

7.

8.

Number of theCompany’s shares
ownedJoined Asahi & Co. (currently KPMG AZSA
LLC)
June 2000
Partner of Asahi & Co.
June 2010
Representative Partner of Asahi & Co.
June 2016Retired from the post of Partner of Asahi & Co.
July 2016
Opened Yusuke Kawasaki C.P.A. Office
June 2017
Audit & Supervisory Board Member of theCompany (incumbent)
Yusuke Kawasaki(June 21, 1954)
Outside Audit & Supervisory Board Member of0
New election
Kintetsu World Express, Inc. (incumbent)
OutsideJune 2020
Outside Audit & Supervisory Board Member ofIndependent
KOBELCO WIRE COMPANY, LTD.
(incumbent)[Significant concurrent positions outside the Company]
Certified Public Accountant
Outside Audit & Supervisory Board Member of Kintetsu World
Express, Inc.
Outside Audit & Supervisory Board Member of KOBELCOWIRE COMPANY, LTD.
[Reasons for nomination as candidate for outside Director and expected roles]
Yusuke Kawasaki is appropriately performing his duties as an outside Audit & Supervisory Board Member of theCompany by utilizing his wide range of experience and high-level insight as a certified public accountant. Although he
has never been involved in the management of the Company in any way other than being an outside Audit &Supervisory Board Member. However, for the reasons stated above, we concluded that he can appropriately perform theduties of an outside director since we can expect him to provide advice on the Company’s management from a varietyof perspectives.
There is no special interest between any of the candidates and the Company.
Hiroshi Takahashi and Yasunori Hori are candidates for outside Director. Mr. Takahashi and Mr. Hori are both currently
outside Directors of the Company, and at the conclusion of this meeting, their tenure will have been five years and three
years, respectively.
Yusuke Kawasaki is a candidate for outside Director. Mr. Kawasaki is currently an outside Audit & Supervisory Board
Member of the Company, and at the conclusion of this meeting, his tenure will have been five years. He plans to resignfrom the position of outside Audit & Supervisory Board Member at the conclusion of this meeting.
The Company has submitted notification to the Tokyo Stock Exchange that Mr. Takahashi, Mr. Hori and Mr. Kawasaki
have been designated as independent officers as provided for by the aforementioned exchange. If Yusuke Kawasaki
assumes the office of Director, he will be notified to the exchange as an independent outside director again.
Pursuant to Article 427, paragraph (1) of the Companies Act and Article 27 and Article 35 of the Articles of Incorporation,
the Company has entered into agreements with Mr. Takahashi, Mr. Hori and Mr. Kawasaki to limit their liability fordamages under Article 423, paragraph (1) of the Companies Act to the amount prescribed by laws and regulations. If Mr.
Takahashi, Mr. Hori and Mr. Kawasaki assume the office of Director, the Company plans to renew the aforementioned
agreements with them.
The positions and responsibilities of each candidate at the present and in the past ten years at Kintetsu Group Holdings
Co., Ltd. and its subsidiaries and associates as officer or executive are as indicated in “Career summary and position in
the Company” or “Significant concurrent positions outside the Company.”
The Company has concluded a directors and officers liability insurance policy in which all Directors and Audit &Supervisory Board Members are the insured parties with an insurance company. Each of the candidates for Director isalready an insured party under the policy and will continue to be such after their reelection. The policy will cover losses
incurred in cases where a candidate for Director who is the insured receives a claim for damages arising from theperformance of duties as well as losses incurred when the insured assumes legal liability for the damages against thecompany.
The expertise and experiences (skill matrix) of candidates for Director are as follows:- 12 -

Business

Compliance, Accounting,

No.

Name

1

Akimasa Yoneda

〇

〇

2

Yoshinobu Koyama

〇

〇

3

Sadayuki Miyake

4

Shinichi Nishimoto

5

Shuichi Uryu

6

Tetsuya Kobayashi

〇

〇

7

Hiroshi Takahashi

〇

〇

〇

8

Yasunori Hori

〇

〇

〇

9

Yusuke Kawasaki

management

Marketinglegal, SDGs

financeIT

Global

〇

〇

〇

〇

〇

〇

- 13 -〇〇〇

Proposal No. 4

Election of One (1) Substitute Audit & Supervisory Board Member

The Company requests the election of one substitute Audit & Supervisory Board Member to be ready to fill avacant position should the number of outside Audit & Supervisory Board Members fall below the number requiredby laws and regulations.
The validity of the election can be nullified by resolution of the Board of Directors if the consent of the Audit &Supervisory Board has been obtained; provided, however, that it is only in a time before assuming office.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company
Apr. 1982

Number of theCompany’s
shares owned

Joined Kintetsu Railway Co., Ltd. (currently Kintetsu Group
Holdings Co., Ltd.)
June 2011
Director and General Manager of General Affairs
Department of Kintetsu Electrical Engineering Co., Ltd.
May 2014
Managing Director and General Manager of General Affairs
Department of Kintetsu Electrical Engineering Co., Ltd.
Managing Director and General Manager of General Affairs
Department of Kintetsu Railcar Engineering Co., Ltd.
June 2014
Director and General Manager of Operation Department ofRyohei Kanada
Kintetsu Technology Holdings Co., Ltd.
(September 6, 1959)
June 2016
Audit & Supervisory Board Member of Kintetsu Leisure0
New election
Service Co., Ltd.
Substitute Outside Audit &June 2018
Audit & Supervisory Board Member of Kintetsu Building
Supervisory Board Member
Services Co., Ltd. (currently Kintetsu Facilities Co., Ltd.)
June 2020
Audit & Supervisory Board Member of Kintetsu Railway
Co., Ltd. (incumbent)
June 2021
Audit & Supervisory Board Member of Kintetsu Miyako
Hotels International, Inc. (incumbent)[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member of Kintetsu Miyako Hotels International,
Inc.
Audit & Supervisory Board Member of Kintetsu Railway Co., Ltd.
[Reasons for nomination as candidate for substitute outside Audit & Supervisory Board Member]
Ryohei Kanada is mainly involved in the general affairs department and audit department of the Kintetsu Group, and has
understanding of the Company’s operations. Upon comprehensive consideration of his knowledge, capabilities, personality andother attributes, the Company has determined that he is qualified for the position.
Notes: 1. There is no special interest between any of the candidates and the Company.
2. Ryohei Kanada is a candidate for substitute outside Audit & Supervisory Board Member.
3. The positions and responsibilities of candidates at the present and in the past ten years at Kintetsu Group Holdings Co.,
Ltd. and its subsidiaries and associates as officer or executive are as indicated in “Career summary and position in the
Company” or “Significant concurrent positions outside the Company.”
4. The Company has concluded a directors and officers liability insurance policy in which Audit & Supervisory Board
Members are the insured parties with an insurance company. The insurance policy will cover losses incurred in cases
where an officer who is the insured receives a claim for damages arising from the performance of duties as well as losses
incurred when the insured assumes legal liability for the damages against the company. If Mr. Kanada is elected andassumes the office of Audit & Supervisory Board Member, he will be included in the insured person of the policy.

- 14 -