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

Securities Code: 9045
May 31, 2022

To Our Shareholders:
Masahiro Ishimaru
Representative Director & President

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

Notice of the 100th Ordinary General Meeting of Shareholders
This is to inform you that the 100th Ordinary General Meeting of Shareholders of Keihan Holdings Co., Ltd.
(the “Company”), which will be held as indicated below.
In order to prevent the spread of the novel coronavirus disease (COVID-19), we recommend that shareholders
carefully consider whether to attend the Meeting in person and exercise their voting rights in writing or via
the Internet, etc.
If you exercise your voting rights in writing or via the Internet, etc., please review the attached Reference
Documents for General Meeting of Shareholders, and exercise your voting rights following “Exercising
Voting Rights” on page 2 and page 3 so that your vote is received by 6:00 p.m. on Monday, June 20, 2022
(JST).
1. Date and Time:

Tuesday, June 21, 2022, at 10:00 a.m.

2. Venue:

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

3. Purpose of the Meeting
Matters to be reported
The Business Report, the Consolidated Financial Statements and the Financial
Statements for the 100th fiscal year (from April 1, 2021 to March 31, 2022), andthe results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
Matters to be resolved
Proposal No. 1: Dividends of Surplus
Proposal No. 2: Partial Amendment of Articles of Incorporation
Proposal No. 3: Election of Nine (9) Directors Who Are Not Audit and Supervisory
Committee Members
Proposal No. 4: Determination of Remuneration, etc. to Grant Restricted Shares to
Directors Who Are Not Audit and Supervisory Committee Members(Excluding Outside Directors)◎ When you attend the Meeting, you are kindly requested to present the enclosed voting exercise form at the reception. For
the purpose of saving resources, please be sure to bring this notice with you.
◎ If you exercise your voting rights by proxy, another shareholder with voting rights in the Company may attend as your proxy.

-1-

Exercising Voting Rights
Exercising voting rights in writing
Please return the enclosed Voting Exercise Form indicating your vote for or against each proposal so thatyour vote is received by 6:00 p.m. on Monday, June 20, 2022 (JST).
Exercising voting rights via the Internet, etc.
[Instructions for exercising voting rights via the Internet]
Please follow the instructions below and exercise your voting rights by 6:00 p.m. on Monday, June 20,
2022 (JST).
1.

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

2.

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

3.

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

4.

Inquiries regarding the operation of a PC, a smartphone etc. for exercising voting rights
If you have any questions regarding the operation of a PC, a smartphone etc. for exercising voting
rights on the website, please contact:
Stock Transfer Agency Web Support, Sumitomo Mitsui Trust Bank, Limited
Tel: 0120-652-031 (toll free and available from 9:00 a.m. to 9:00 p.m., only in Japan)
For other inquiries, please contact:
Stock Transfer Agency Web Support, Sumitomo Mitsui Trust Bank, Limited
Tel: 0120-782-031 (toll free and available from 9:00 a.m. to 5:00 p.m. on weekdays, only in Japan)-2-

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

-3-

Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1: Dividends of Surplus
The Company’s basic policy regarding profit-sharing is to continue a stable distribution of profit whileconsidering equity levels and performance to sustainably realize results-based shareholder returns, evenamidst drastically changing economic environments. The policy also includes ensuring a stable managementfoundation of the Group centering on the highly public railway business by working to improve value along
our rail lines, as well as striving for active investment and to strengthen financial structure so that the Groupis able to grow.
Based on the policy above, considering the impact of the novel coronavirus disease (COVID-19) on thebusiness activities of the Group, and the financial condition, etc., we would like to propose to pay a year-end
dividend for the current business term as follows.
(1) Type of dividend property:
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount of theallotment:¥25 per share of common shares of the Company
Total cash dividends of ¥2,679,639,975(3) Date on which the dividend of surplus will become effective:
June 22, 2022

-4-

Proposal No. 2: Partial Amendment to the Articles of Incorporation(1) Reasons for the Amendment
1. To ensure that the General Meeting of Shareholders can be held smoothly even in the event of an
outbreak of infectious disease or a natural disaster, also, to keep pace with the advance ofdigitalization in society overall, and enable further activation of the General Meeting of Shareholders
and increased efficiency of its administrative operations, the Company proposes to make thefollowing changes in order to widen the options for venue and method of holding the General Meetingof Shareholders.
(i) To enable flexible selection of the venue for the General Meeting of Shareholders, the provisionin Article 13, paragraph 2 of the current Articles of Incorporation restricting the site of
convocation of the General Meeting of Shareholders to Osaka city will be deleted.
(ii) Following the enforcement of the Act for Partially Amending the Act Industrial Competitiveness
Enhancement Act and Other Related Acts (Act No. 70 of 2021), it has become possible to holdgeneral meetings of shareholders without a designated location (so-called “virtual-only General
Meetings of Shareholders” which enable all shareholders to attend via the internet, etc. without
designating a physical venue) by meeting certain requirements. In light of this, to enable theCompany to hold virtual-only General Meetings of Shareholders as one option for the method ofholding the General Meeting of Shareholders, Article 13, paragraph 2 will be newly established.
Moreover, in newly establishing this provision, the Company obtained confirmation of the
Minister of Economy, Trade and Industry and the Minister of Justice that it meets therequirements stipulated by the Ordinances of the Ministry of Economy, Trade and Industry andthe Ministry of Justice on February 24, 2022.
2. Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisionsof the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on
September 1, 2022, the Company proposes to make the following changes in preparation for the
introduction of the system for providing informational materials for the General Meeting of
Shareholders in electronic format.
(i) As the Company is obligated to stipulate in its Articles of Incorporation that it will take measuresfor providing information that constitutes the content of the Reference Documents for General
Meeting of Shareholders, etc. in electronic format, Article 16, paragraph 1 will be newly
established.
(ii) Among items for which the measures for providing information that constitutes the content of theReference Documents for General Meeting of Shareholders, etc. in electronic format will be taken,
to enable the Company to limit the scope of the items designated by the Ordinance of the Ministryof Justice to be stated in the paper-based documents to be delivered to shareholders who request
the delivery of paper-based documents, Article 16, paragraph 2 will be newly established.
(iii) With the introduction of the system for providing informational materials for the General Meetingof Shareholders in electronic format, Article 16 of the current Articles of Incorporation (Internet
disclosure and deemed provision of the Reference Documents for General Meeting of
Shareholders, etc.) will no longer be required and will therefore be removed.
(iv) Accompanying the aforementioned changes, supplementary provisions regarding the effective
date, etc. will be established.
(2) Details of the Amendment
The current Articles of Incorporation will be partially amended as follows.

-5-

(Amended parts are underlined)
Current Articles of Incorporation
Chapter 3

Proposed Amendments

General Meeting of Shareholders

Chapter 3

General Meeting of Shareholders

Article 13 Convocation

Article 13 Convocation

1. The Company’s General Meeting of
Shareholders shall be convened in June of eachyear, and an Extraordinary General Meeting of
Shareholders shall be convened from time totime whenever necessary.

1. (Same as current)

2. The site of convocation of the General Meetingof Shareholders shall be Osaka city.

2. The Company may hold a General Meeting of
Shareholders without a designated location forthe meeting.

Article 16 Internet disclosure and deemed
provision of the Reference Documents
for General Meeting of Shareholders,etc.
In convening the General Meeting of
Shareholders, the Company may deem to haveprovided to its shareholders information
pertaining to matters to be stated or otherwise
disclosed in the Reference Documents for
General Meeting of Shareholders, the Business
Report, the Financial Statements and theConsolidated Financial Statements, upon
disclosure of such information through a method
using the Internet as provided for in theordinances of the Ministry of Justice.

(Removed)

Article 16 Measures, etc. for providing
information in electronic format(New)

1. When the Company convenes a General Meetingof Shareholders, it shall take measures forproviding information that constitutes thecontent of the Reference Documents for General
Meeting of Shareholders, etc. in electronic
format.
2. Among items for which the measures forproviding information in electronic format will
be taken, the Company may exclude all or someof those items designated by the ordinances ofthe Ministry of Justice from statements in thepaper-based documents to be delivered toshareholders who requested the delivery of
paper-based documents by the record date ofvoting rights.

-6-

Current Articles of Incorporation

Proposed Amendments(New)(Supplementary Provisions)
Article 1 The amendment to Article 16 shall beeffective from September 1, 2022.
Article 2 Notwithstanding the provision of thepreceding Article, Article 16 of the pre-amended
Articles of Incorporation shall remain effective
regarding any General Meeting of Shareholders
held on a date within six months from September
1, 2022.
Article 3 These Supplementary Provisions shallbe removed after the date when six months haveelapsed from September 1, 2022 or three months
have elapsed from the date of the General
Meeting of Shareholders in the preceding
Article, whichever is later.

-7-

Proposal No. 3: Election of Nine (9) Directors Who Are Not Audit and Supervisory Committee
Members
The term of office of all the nine (9) Directors who are not Audit and Supervisory Committee Members will
expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes toelect nine (9) Directors who are not Audit and Supervisory Committee Members.
The candidates for Directors who are not Audit and Supervisory Committee Members are discussed andreported to the Board by the Nomination & Remuneration Advisory Committee, in which Outside Directors
constitute a majority, and are then discussed and decided by the Board.
The candidates for Directors who are not Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name

1

Yoshifumi Kato

Re-election

Representative Director & Chairman, CEO,
Chairman of the Board

2

Masahiro Ishimaru

Re-election

Representative Director & President, COO

3

Tatsuya Miura

Re-election

Director (Executive Vice President)

4

Toshihiko Inachi

Re-election

Director (Senior Executive Officer)

5

Masaya Ueno

Re-election

Director (Senior Executive Officer)

6

Yoshihiro Hirakawa

Re-election

Director (Managing Executive Officer)

7

Yoshihisa Domoto

Re-election

Director (Managing Executive Officer)

8

Kazutoshi Murao

Re-election
OutsideIndependent

Director

9

Shinya Hashizume

Re-election
OutsideIndependent

Director

Current position in the Company-8-

Candidate
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

31,200 shares

12 out of
12 times

11,410 shares

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

Joined the Company

Jun. 2005

Director, the Company

Jun. 2007

Director & Managing Executive Officer, the Company

Jun. 2011

Representative Director & President, CEO & COO, theCompany

Jun. 2019

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

 Responsibilities
1

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

Joined the Company

Jun. 2013

Executive Officer, the Company

Jun. 2017

Director & Managing Executive Officer, the Company

Jun. 2019

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

 Responsibilities

2

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

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

-9-Candidate
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

13,800 shares

12 out of
12 times

7,231 shares

12 out of
12 times Brief career summary and positions
Apr. 1980

Joined the Company

Jun. 2009

Executive Officer, the Company

Jun. 2013

Director & Managing Executive Officer, the Company

Jun. 2017

Director & Senior Executive Officer, the Company

Jun. 2021

Director & Executive Vice President, the Company(current position)

 Responsibilities

3

Tatsuya Miura（Mar. 11, 1957）
Re-election

General Manager, Group Management Office; Assistant General
Manager (In charge of Management Strategy Group [Corporate Social
Responsibility and BIOSTYLE]), Corporate Planning Office; In chargeof Accounting and Finance Division, Group Management Office Important concurrent positions
Director, Keihan Electric Railway Co., Ltd.
Representative Director & President, BIOSTYLE Co., Ltd.
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
Elected as an Executive Officer in June 2009, Mr. Tatsuya Miura
currently serves as Director & Executive Vice President, and being
responsible for the operations related to BIOSTYLE, which the Group
has set as one of our priority measures. Based on his abundant
experience and track record we judge that he is an appropriate candidate
for Director who is not an Audit and Supervisory Committee Member
and we accordingly request that he be reelected.
 Brief career summary and positions
Apr. 1982

Joined the Company

Jun. 2013

Executive Officer, the Company

Jun. 2017

Director & Managing Executive Officer, the Company

Jun. 2019

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

 Responsibilities
Assistant General Manager (Business Promotion Group [Co-creation ofSightseeing Opportunities]), Corporate Planning Office; In charge of
Kyoto Area
4

Toshihiko Inachi（Dec. 17, 1958）
Re-election[General Manager of Leisure and Service Business] Important concurrent positions
Representative Director & President, Keihan Hotels & Resorts Co., Ltd.
Representative Director & Chairman, Biwako Kisen Steamship Co., Ltd.
Representative Director & Chairman, Osaka Aqua Bus Co., Ltd.
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
Elected as an Executive Officer in June 2013, Mr. Toshihiko Inachi
currently serves as Director & Senior Executive Officer (General
Manager of Leisure and Service Business), as well as being responsible
for the Group's overall Leisure and Service Business operations. Basedon his abundant experience and track record we judge that he is anappropriate candidate for Director who is not an Audit and Supervisory
Committee Member and we accordingly request that he be reelected.

- 10 -

Candidate
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

8,600 shares

12 out of
12 times

4,200 shares

10 out of
10 times(After election ofJune, 2021)

 Brief career summary and positions
Apr. 1982

Joined the Company

Jun. 2013

Executive Officer, the Company

Jun. 2017

Director & Managing Executive Officer, the Company

Jun. 2021

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

 Responsibilities

5

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

General Manager, Promotion Office of Development Project along
Railway Line Area; Assistant General Manager, Corporate Planning
Office; Assistant General Manager (In charge of Personnel Division),Group Management Office; Assistant General Manager, Development
Office around Hirakatashi Sta.
[General Manager of Retail Distribution Business] Important concurrent positions
Director, Keihan Electric Railway Co., Ltd.
Representative Director & Chairman, KEHAN DEPARTMENT STORES
LTD.
Representative Director & President, Bio Market Co., Ltd.
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
Elected as an Executive Officer in June 2013, Mr. Masaya Ueno currently
serves as Director & Senior Executive Officer (General Manager of Retail
Distribution Business), as well as being responsible for the Group's overall
Retail Distribution Business operations. Based on his abundant experienceand track record we judge that he is an appropriate candidate for Director
who is not an Audit and Supervisory Committee Member and we
accordingly request that he be reelected.
 Brief career summary and positions
Apr. 1986

Joined the Company

Jun. 2015

Executive Officer, the Company

Jun. 2019

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

Jun. 2021

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

 Responsibilities

6

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

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

- 11 -

Candi
-date
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

3,893 shares

10 out of
10 times(After election ofJune, 2021)

0

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

Joined the Company

Jun. 2017

Executive Officer, the Company

Jun. 2021

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

 Responsibilities
Assistant General Manager, Corporate Planning Office; AssistantGeneral Manager, Promotion Office of Development Project along
Railway Line Area [Kyobashi Project]

7

Yoshihisa Domoto（Jun. 1, 1965）
Re-election[General Manager of Real Estate Business] Important concurrent positions
Representative Director & President, KEIHAN DENTETSU
REALESTATE Co., Ltd.
Representative Director & President, Keihan Tatemono Co., Ltd.
Director & Chairman, ZERO CORPORATION Co., Ltd.
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
Elected as an Executive Officer in June 2017, Mr. Yoshihisa Domoto
currently serves as an Director & Managing Executive Officer (General
Manager of Real Estate Business), as well as being responsible for theGroup's overall Real Estate Business operations. Based on his abundant
experience and track record we judge that he is an appropriate candidate
for Director who is not an Audit and Supervisory Committee Member
and we accordingly request that he be reelected.
 Brief career summary and positions

Kazutoshi Murao（Oct. 21, 1952）
8

Re-election
OutsideIndependent

Apr. 1976

Joined the Nippon Telegraph and Telephone Public
Corporation

Jun. 2009

Senior Executive Vice President, NIPPON TELEGRAPH
AND TELEPHONE WEST CORPORATION

Jun. 2012

President, NIPPON TELEGRAPH AND TELEPHONE
WEST CORPORATION

Jun. 2018

Senior Executive Adviser, NIPPON TELEGRAPH AND
TELEPHONE WEST CORPORATION(current position)

Jun. 2019

Director, the Company (current position)

 Responsibilities―
 Important concurrent positions
Senior Executive Adviser, NIPPON TELEGRAPH AND TELEPHONE
WEST CORPORATION
Outside Director, OSAKA GAS CO., LTD.
 Reason for nomination as a candidate for Outside Director who is not
an Audit and Supervisory Committee Member and outline of expectedroles
The Company requests the shareholders to reelect Mr. Kazutoshi Murao
as Outside Director who is not an Audit and Supervisory Committee
Member in the judgment of the Company that he will be able to utilize hisabundant experience and excellent insight as a manager in the supervisionof the management and the performance of duties of the Company, andmaking statements actively at the Board and the Nomination &Remuneration Advisory Committee, from an independent position as
Outside Director. After election, he is expected to continue fulfilling
abovementioned roles.

- 12 -

Candi
-date
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

0

12 out of
12 times Brief career summary and positions

Shinya Hashizume（Dec. 6, 1960）
9

Re-election
OutsideIndependent

Apr. 2006

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

Apr. 2008

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

Apr. 2017

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

Jun. 2019

Director, the Company (current position)

Apr. 2021

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

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

(Notes) 1. The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3,
paragraph 1 of the Companies Act with an insurance company. In the event of a claim for damages due to theactions taken in their business, the said insurance agreement shall compensate for damages the insureds incur. If
the election of directors who are not Audit and Supervisory Committee Member is approved and resolved, they
will be included in the insured of the insurance contract. The insurance contract is scheduled to be renewed.
2. Special interests between the Company and the candidates for Directors who are not Audit and Supervisory
Committee Members
Mr. Toshihiko Inachi is the Representative Director of Biwako Kisen Steamship Co., Ltd with which theCompany engages in transactions such as land and building lease arrangements and monetary loans and so on.
3. Messrs. Kazutoshi Murao and Shinya Hashizume are candidates for Outside Directors.
4. In accordance with the rules of the Tokyo Stock Exchange, the Company has registered the names of Directors
Kazutoshi Murao and Shinya Hashizume as Independent Board Members.
5. Matters concerning candidates for Outside Directors(1) Number of years in office since first appointment as Outside Director of the Company- 13 -

At the conclusion of this General Meeting of Shareholders, Mr. Kazutoshi Murao and Mr. Shinya Hashizume
will have held the post of Outside Director for three (3) year each.
(2) Liability limitation agreement with the candidate for Outside Director
The Company has concluded an agreement with Mr. Kazutoshi Murao and Mr. Shinya Hashizume to theeffect that the liability of them provided for in Article 423, paragraph 1 of the Companies Act shall be limited
to 10 million yen or the minimum amount stipulated by laws or regulations, whichever is higher, in the event
they act in good faith without gross negligence. If the election of each person is approved and resolved, theCompany is expected to renew the liability limitation agreement with them upon their appointment at this
General Meeting of Shareholders.
6. Mr. Shinya Hashizume is expected to take a position as Outside Director who is not an Audit and Supervisory
Committee Member with approval from Osaka Metropolitan University under the provisions of its rules by thedate of this General Meeting of Shareholders.

- 14 -

(Reference)
If this proposal is approved as proposed, the composition of the Board of Directors and the Skills matrix ofeach Director will be follows.

Corporate
Transportation
management

Name

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

Personnel
Legalandaffairs
Labor
and Riskrelations management

Director
Yoshifumi
Kato●

Masahiro
Ishimaru●

TatsuyaMiura●

Toshihiko
Inachi●

MasayaUeno●

Yoshihiro
Hirakawa●

Yoshihisa
Domoto●Kazutoshi
Murao

OutsideIndependent

ShinyaHashizumeOutsideIndepen
dent

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●
●

●

●

Director who is an Audit and Supervisory Committee Member
TetsuoNagahama●

HisashiUmezakiOutsideIndependent

Nobuyuki
TaharaOutsideIndependent

Koichi
Kusao

OutsideIndependent

KanakoHamasakiOutsideIndepen
dent

●

●

●

●

●

- 15 -●

Proposal No. 4: Determination of Remuneration, etc. to Grant Restricted Shares to Directors Who Are
Not Audit and Supervisory Committee Members (Excluding Outside Directors)
At the 95th Ordinary General Meeting of Shareholders held on June 20, 2017, it was approved, respectively,that the amount of remuneration, etc. for Directors who are not Audit and Supervisory Committee Membersof the Company is to be limited to 400 million yen per annum (of which, the amount for Outside Directors
is to be limited to 40 million yen per annum) and that within the annual limit, share options (shinkabu
yoyakuken) are to be allotted as share-based-remuneration-type stock options to Directors who are not Audit
and Supervisory Committee Members (excluding Outside Directors).
Now, the Company seeks to revise the executive remuneration system and replace the current share-basedremuneration-type stock options with a new payment to Directors who are not Audit and Supervisory
Committee Members of the Company (excluding Outside Directors; hereinafter referred to as the “Eligible
Directors”) of remuneration for granting restricted shares, separate from the amount of remuneration, etc.
approved at the General Meeting of Shareholders mentioned above. The purpose of this is to provide an
incentive for the Eligible Directors to sustainably improve the Company’s corporate value even further andto promote their shared value with shareholders.
Furthermore, provided that this proposal is approved, the outstanding share-based-remuneration-type stock
options, excluding those that have already been allotted, are to be abolished, and no new share options are to
be issued as share-based-remuneration-type stock options.
In accordance with this proposal, remuneration to be paid to Eligible Directors to grant restricted shares is to
be in the form of monetary claims, the total amount of which shall be limited to 100 million yen per annum.
Furthermore, the specific timing and allocation of payment to the Eligible Directors are to be decided by the
Board of Directors, having received a report from the Nomination & Remuneration Advisory Committee.
However, for Outside Directors, remuneration for granting restricted shares is not to be paid.
In addition, the number of Directors who are not Audit and Supervisory Committee Members is currently
nine (9) (of which two (2) are Outside Directors), and if Proposal No. 3 “Election of Nine (9) Directors Who
Are Not Audit and Supervisory Committee Members” is approved as proposed, the number of Directors who
are not Audit and Supervisory Committee Members will be nine (9) (of which two (2) will be Outside
Directors).
Furthermore, the Eligible Directors are to pay in all of the monetary claims to be provided under this proposal
as property contributed in kind, in accordance with the Board of Directors’ resolution and receive commonshares of the Company that shall be issued or disposed of by the Company. The total number of commonshares of the Company to be issued or disposed of in this way is to be limited to 20,000 shares per annum(however, on or after the day on which this proposal is approved, if the common shares of the Company are
subject to a stock split (including allotment of shares without contribution) or a reverse stock split, or someother case makes it necessary to adjust the total number of the Company’s common shares to be issued or
disposed of as restricted shares, then the total number of shares is to be adjusted within reason).
The amount to be paid in per share is to be decided by the Board of Directors based on the closing price of
the Company’s common shares on the Tokyo Stock Exchange on the business day immediately preceding
the day of each Board of Directors’ resolution (if there is no closing price on such date, the closing price ofthe closest preceding trading day) within the extent that the amount will not be particularly advantageous to
Eligible Directors who subscribe the Company’s common shares. Furthermore, the issuance or disposal of
the Company’s common shares and the paying in of the monetary claims as property contributed in kind are
to be conditional upon the conclusion of a restricted share allotment agreement between the Company andthe Eligible Directors that includes the following content (hereinafter referred to as the “Allotment
Agreement”).
[Overview of the Content of the Allotment Agreement](1) Restriction Period
The Eligible Directors may not transfer nor pledge as collateral, nor dispose of in any other way (hereinafterreferred to as the “Transfer Restriction”) the Company’s common shares that are allotted to them under the
Allotment Agreement (hereinafter the “Allotted Shares”) during the period from the day on which shares are- 16 -

allotted under the Allotment Agreement until the time immediately after their retirement from the position ofeither Director or Executive Officer of the Company (hereinafter referred to as the “Restriction Period”).
(2) Lifting of the Transfer Restriction
Provided that an Eligible Director remains in the position of either Director or Executive Officer of theCompany continuously throughout the period predetermined by the Company’s Board of Directors(hereinafter referred to as the “Service Provision Period”), the Company will lift the Transfer Restriction for
all of the Allotted Shares at the end of the Restriction Period. However, if the Eligible Director retires fromthe position of either Director or Executive Officer of the Company before the end of the Service Provision
Period due to death or other reasons deemed justifiable by the Board of Directors, the number of Allotted
Shares for which the Transfer Restriction will be lifted and the timing of such lifting are to be adjusted
reasonably as necessary. In addition, at the time immediately after the lifting of the Transfer Restriction inaccordance with the above provision, the Company shall acquire the Allotted Shares whose Transfer
Restriction was not lifted, by rights, without contribution.
(3) Treatment of retirement for reasons other than justifiable reasons
If an Eligible Director retires from the position of either Director or Executive Officer of the Company before
the end of the Restriction Period for a reason other than death or other reasons deemed justifiable by the
Board of Directors, the Company shall acquire all of the Allotted Shares, by rights, without contribution.
(4) Treatment in the case of reorganization, etc.
Notwithstanding the provision of (1) above, during the Restriction Period, if a matter relating toreorganization, etc., such as a merger agreement in which the Company is the disappearing company, or ashare exchange agreement or share transfer plan in which the Company becomes a wholly owned subsidiaryis approved by the Company’s General Meeting of Shareholders (or, in cases where the reorganization, etc.
does not require the approval of the Company’s General Meeting of Shareholders, the Company’s Board of
Directors), the Transfer Restriction is to be lifted by a resolution of the Board of Directors ahead of theeffective date of the reorganization, etc., for a number of the Allotted Shares to be reasonably determinedbased on the period from the first date of the Restriction Period to the day when the reorganization, etc. isapproved. In addition, in the case set forth above, at the time immediately after the lifting of the Transfer
Restriction, the Company shall acquire the Allotted Shares whose Transfer Restriction was not lifted, by
rights, without contribution.
(5) Other matters
Other matters related to the Allotment Agreement are to be stipulated by the Company’s Board of Directors.
The purpose of this proposal is to provide an incentive for the Eligible Directors to sustainably improve theCompany’s corporate value even further and to promote their shared value with shareholders. Moreover,based on the report of the Nomination & Remuneration Committee, the Company’s Board of Directors has
established a policy for determining the remuneration, etc. of Directors who are not Audit and Supervisory
Committee Members (excluding Outside Directors), which is presented on pages 34-36 of the Business
Report. Provided that this proposal is approved as proposed, the Company plans to change the content of thepolicy for determining remuneration in the section regarding share-based-remuneration-type stock options tothe content predicated on payment of the above restricted share remuneration. This proposal has been decided
on by considering the status of the policy for determining remuneration after the change and other generalmatters, and the Company considers the content of the proposal to be appropriate.
(Reference)
If this proposal is approved as proposed, the Company plans to grant the same restricted share remuneration
to Executive Officers who do not serve concurrently as Directors who are not Audit and Supervisory
Committee Members of the Company by resolution of the Board of Directors.

End- 17 -