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 28, 2021

To Our Shareholders:
Masahiro Ishimaru
Representative Director & President

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

Notice of the 99th Ordinary General Meeting of Shareholders
This is to inform you that the 99th 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 strongly recommend thatshareholders carefully consider whether to attend the Meeting in person and exercise their voting rights inwriting 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 Thursday, June 17, 2021
(JST).
1. Date and Time:

Friday, June 18, 2021, at 10:00 a.m.

2. Venue:

Exhibition Hall, 2nd floor,
OMM (Osaka Merchandise Mart Building)
1-7-31 Otemae, Chuo-ku, Osaka

3. Purpose of the Meeting
Matters to be reported
The Business Report, the Consolidated Financial Statements and the Financial
Statements for the 99th fiscal year (from April 1, 2020 to March 31, 2021), 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: Election of Nine (9) Directors Who Are Not Audit and Supervisory
Committee Members
Proposal No. 3: Election of Five (5) Directors Who Are Audit and Supervisory Committee
Members◎ 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 Thursday, June 17, 2021 (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 Thursday, June 17,
2021 (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 spread of the novel coronavirus disease (COVID19) on the business 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 ¥2,679,554,000(3) Date on which the dividend of surplus will become effective:
June 21, 2021

-4-

Proposal No. 2: Election of Nine (9) Directors Who Are Not Audit and Supervisory Committee
Members
The term of office of all the eight (8) 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, thereby increasing thenumber of Directors by one (1) in order to further strengthen the Company’s management structure.
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 (Senior Executive Officer)

4

Toshihiko Inachi

Re-election

Director (Senior Executive Officer)

5

Masaya Ueno

Re-election

Director (Managing Executive Officer)

6

Yoshihiro Hirakawa

New Candidate―

7

Yoshihisa Domoto

New Candidate

Executive Officer

8

Kazutoshi Murao

Re-election
OutsideIndependent

Director

9

Shinya Hashizume

Re-election
OutsideIndependent

Director

Current position in the Company-5-Candidate
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

29,800 shares

12 out of
12 times

9,910 shares

12 out of
12 times Brief career summary and positions

1

Yoshifumi Kato
（Nov. 25, 1951）
Re-election

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―
 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, GroupManagement Office
In charge of Business Promotion Group [Railway Line Area
Redevelopment] , Corporate Planning Office
In charge of Personnel Division, Group Management 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.

-6-Candidate
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

12,800 shares

12 out of
12 times

6,531 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(current position)

 Responsibilities

3

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

General Manager, Development Office around Hirakatashi Sta.;
Assistant General Manager (In charge of Management Strategy Group[Corporate Social Responsibility and BIOSTYLE]), Corporate Planning
Office; Assistant General Manager (In charge of Accounting and Finance
Division), Group Management Office[General Manager of Real Estate Business] Important concurrent positions
Director, Keihan Electric Railway Co., Ltd.
Representative Director, Chairman, 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 & Senior Executive Officer (General
Manager of Real Estate Business), and being responsible for the Group's
overall Real Estate Business operations, as well as being responsible forthe operations related to BIOSTYLE, which we have set as one of ourpriority 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 hebe 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 & Chairman, Hotel Keihan Co., Ltd.
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.

-7-

Candidate
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

7,900 shares

12 out of
12 times

3,800 shares― Brief career summary and positions
Apr. 1982

Joined the Company

Jun. 2013

Executive Officer, the Company

Jun. 2017

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

 Responsibilities
General Manager, Promotion Office of Development Project along
Railway Line Area; Assistant General Manager, Corporate Planning
Office; Assistant General Manager, Development Office around
Hirakatashi Sta.
5

Masaya Ueno
（Jan. 13, 1960）
Re-election[General Manager of Retail Distribution Business] Important concurrent positions
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 & Managing 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
experience and track record we judge that he is an appropriate candidate
for Director who is not an Audit and Supervisory Committee Member andwe accordingly request that he be reelected.
 Brief career summary and positions
Apr. 1986

Joined the Company

Jul. 2010

General Manager of Safe Transportation Division, theCompany

Jun. 2015

Executive Officer, the Company

Jun. 2019

Senior Managing Director, Keihan Electric Railway
Co., Ltd. (current position)

 Responsibilities
6

Yoshihiro Hirakawa（Dec. 16, 1961）
New Candidate― Important concurrent positions
Senior Managing 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 2015, Mr. Yoshihiro Hirakawa
currently serves as Senior Managing Director, Keihan Electric Railway
Co., Ltd., as well as being responsible for the 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 andSupervisory Committee Member and we accordingly request that he beelected.

-8-

Candi
-date
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

3,193 shares―

0

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

Joined the Company

Jul. 2012

General Manager, the Company (Representative Director& President, Keihan Kind Co., Ltd.)

Jun. 2017

Executive Officer, the Company (current position)

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

7

Yoshihisa Domoto（Jun. 1, 1965）
New Candidate[Assistant General Manager of Real Estate Business] Important concurrent positions
Representative Director & Chairman, KEIHAN DENTETSU REALESTATE 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 an Executive Officer in June 2017, Mr. Yoshihisa Domoto
currently serves as an Executive Officer (Assistant General Manager ofReal Estate Business), as well as being responsible for the Real EstateBusiness 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 requestthat he be elected.
 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.

-9-

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 (current position)

Jun. 2019

Director, the Company (current position)

 Responsibilities―
 Important concurrent positions
Distinguished Professor, Organization for Research Promotion, Osaka
Prefecture University; Director, Research Institute for Tourism Industryof Research Center for the 21st Century; Professor, Graduate School of
Economics, Osaka Prefecture 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 to makeuse 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
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 two (2) 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- 10 -

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 Prefecture University under the provisions of its rules by the dateof this General Meeting of Shareholders.

- 11 -

Proposal No. 3: Election of Five (5) Directors Who Are Audit and Supervisory Committee Members
The term of office of all the five (5) Directors who are Audit and Supervisory Committee Members will
expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes toelect five (5) Directors who are Audit and Supervisory Committee Members.
The Company has obtained the consent of the Audit and Supervisory Committee for this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name

1

Tetsuo Nagahama

Re-election

Director
Audit and Supervisory Committee Member(full-time)2

Hisashi Umezaki

Re-election
OutsideIndependent

Director
Audit and Supervisory Committee Member

3

Nobuyuki Tahara

Re-election
OutsideIndependent

Director
Audit and Supervisory Committee Member

4

Koichi Kusao

Re-election
OutsideIndependent

Director
Audit and Supervisory Committee Member

5

Kanako Hamasaki

New Candidate
OutsideIndependent―

Current position in the Company- 12 -

Candidate
No.

Number oftheCompany's
shares held

Name
(Date of birth)

The Number The Numberof Attendance of Attendanceat the Board at Audit andof Directors Supervisory
Meetings
Committee
Meetings

 Brief career summary, positions and responsibilities

1

Tetsuo Nagahama（Feb. 11, 1959）
Re-election

Apr. 1982

Joined the Company

Jul. 2006

General Manager, the Company (Managing Director,
Keihan Taxi Co., Ltd.)

Oct. 2010

General Manager in charge of Accounting, Corporate
Management Office, the Company

Jul. 2013

General Manager of Accounting Division, Corporate
Management Office, the Company

Jun. 2015

Audit & Supervisory Board Member (full-time), theCompany

Jun. 2017

Audit and Supervisory Committee Member (full-time),
the Company (current position)

3,431 shares

12 out of
12 times

15 out of
15 times0

12 out of
12 times

15 out of
15 times

 Important concurrent positions
Audit & Supervisory Board Member, Keihan Electric Railway Co.,Ltd.
 Reason for nomination as a candidate for Director who is an Audit
and Supervisory Committee Member
Mr. Tetsuo Nagahama had served as an Audit & Supervisory Board
Member (full-time) since his election to that role in June 2015 and has
served as an Audit and Supervisory Committee Member since hiselection to that role in June 2017. Based on his abundant experienceand track record on the audit of the Company, we judge that he is anappropriate candidate for Director who is an Audit and Supervisory
Committee Member and we accordingly request that he be reelected.
 Brief career summary, positions and responsibilities

Hisashi Umezaki(Aug. 23, 1942)
2

Re-election
OutsideIndependent

Apr. 1966

Joined Ministry of Transport

Jul. 1999

Administrative Vice-Minister of Transport

Jan. 2001

Advisor, Ministry of Land, Infrastructure, Transport
and Tourism

Aug. 2002

Vice President, the Teito Rapid Transit Authority

Apr. 2004

Representative Director & President, Tokyo Metro Co.,
Ltd.

Jun. 2011

Senior Corporate Advisor, Tokyo Metro Co., Ltd.

Jun. 2013

Senior Executive Advisor, Tokyo Metro Co., Ltd.

Jun. 2014

Audit & Supervisory Board Member, the Company

Jun. 2017

Audit and Supervisory Committee Member, theCompany (current position)

Jun. 2017

Advisor, Tokyo Metro Co., Ltd. (current position)

 Important concurrent positions
Advisor, Tokyo Metro Co., Ltd.
 Reason for nomination as a candidate for Director who is an Audit
and Supervisory Committee Member and outline of expected roles
The Company requests the shareholders to reelect Mr. Hisashi
Umezaki as Outside Director who is an Audit and Supervisory
Committee Member in order for him to make use of his abundant
experience and superior knowledge concerning transport
administration and company management in the audit and supervisoryof the Company. In addition, we expect that he supervises the
management and duties of the Company at the Board through his
advice and indication, utilizing his abundant experience and insightfrom independent position as Outside Director.

- 13 -

Candidate
No.

Number oftheCompany's
shares held

Name
(Date of birth)

The Number The Numberof Attendance of Attendanceat the Board at Audit andof Directors Supervisory
Meetings
Committee
Meetings

 Brief career summary, positions and responsibilities

Nobuyuki Tahara(Apr. 6, 1953)
3

Re-election
OutsideIndependent

Sep. 1980

Certified Public Accountant (current position)

Dec. 1997

Representative Partner, Century Audit Corporation(Present: Ernst & Young ShinNihon LLC)

Jun. 2014

Retired Representative Partner, Ernst & Young
ShinNihon LLC

Jun. 2016

Audit & Supervisory Board Member, the Company

Jun. 2017

Audit and Supervisory Committee Member, theCompany (current position)

 Important concurrent positions
Certified Public Accountant
 Reasons for nomination as a candidate for Outside Director who is
an Audit and Supervisory Committee Member, reasons for judging
Mr. Nobuyuki Tahara capable of appropriately fulfilling duties as
Outside Director and outline of expected roles

0

12 out of
12 times

15 out of
15 times0

12 out of
12 times

15 out of
15 times

Based on his abundant experience in corporate accounting as a
Certified Public Accountant and his superior knowledge, we judge
that he will perform his duties as Outside Director appropriately, andin order to make use of that experience and knowledge in the audit
and supervisory of the Company, we request that he be reelected as
Outside Director who is an Audit and Supervisory Committee
Member. In addition, we expect that supervises the management andduties of the Company at the Board through his advice and indication,utilizing his abundant experience and insight from independent
position as Outside Director.
 Brief career summary, positions and responsibilities
Apr. 1990

Attorney at law (current position)

Jun. 2016

Audit & Supervisory Board Member, the Company

Jun. 2017

Audit and Supervisory Committee Member, theCompany (current position)

 Important concurrent positions
Attorney at law
Koichi Kusao(Mar. 7, 1960)
4

Re-election
OutsideIndependent

Outside Audit & Supervisory Board Member, Daito Chemix
Corporation
 Reasons for nomination as a candidate for Outside Director who is
an Audit and Supervisory Committee Member, reasons for judging
Mr. Koichi Kusao capable of appropriately fulfilling duties as
Outside Director and outline of expected roles
Based on his abundant experience in legal affairs as an attorney at law
and his superior knowledge, we judge that he will perform his duties
as Outside Director appropriately, and in order to make use of thatexperience and knowledge in the audit and supervisory of theCompany, we request that he be reelected as Outside Director who is
an Audit and Supervisory Committee Member. In addition, we expectthat he supervises the management and duties of the Company at theBoard through his advice and indication, utilizing his abundant
experience and insight from independent position as Outside Director.

- 14 -

Candidate
No.

Number oftheCompany's
shares held

Name
(Date of birth)

The Number The Numberof Attendance of Attendanceat the Board at Audit andof Directors Supervisory
Meetings
Committee
Meetings

 Brief career summary

Kanako Hamasaki(May. 31, 1973)
5

New Candidate
OutsideIndependent

Jun. 2011

Representative Director,
General Incorporated
Foundation Yuuhisai Koudoukan (Present: Yuuhisai
Koudoukan Foundation); Director, the Center of
Yuuhisai Koudoukan (current position)

Apr. 2013

Associate Professor, School of Letters, Senshu
University

Mar. 2014

Committee member, Kyoto City Council on Tourism
and Promotion

May. 2020

Committee member, Kyoto City Council on Tourism
and Promotion

Apr. 2021

Associate Professor, Faculty of Letters, Kyoto
Prefectural University (current position)

 Important concurrent positions
Representative Director, Yuuhisai Koudoukan Foundation; Director,
the Center of Yuuhisai Koudoukan

0―

Associate Professor, Faculty of Letters, Kyoto Prefectural University
 Reasons for nomination as candidate for Outside Director who is an
Audit and Supervisory Committee Member, reasons for judging
Ms. Kanako Hamasaki capable of appropriately fulfilling duties as
Outside Director and outline of expected roles
Based on her abundant experience and her superior knowledge inculture, academic and tourism fields as an expert at Japanese traditional
culture and a researcher in Studies of Culture and Representation, we
judge that she will perform her duties as Outside Director appropriately
and request that she be elected as Outside Director who is an Audit andSupervisory Committee Member. In addition, we expect that she
supervises the management and duties of the Company at the Board
through her advice and indication, utilizing her abundant experienceand insight from independent position as Outside Director.

(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 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. There are no special interests between each of the candidates for Directors who are Audit and Supervisory
Committee Members and the Company.
3. Messrs. Hisashi Umezaki, Nobuyuki Tahara, Koichi Kusao and Ms. Kanako Hamasaki are candidates for
Outside Directors.
4. In accordance with the rules of the Tokyo Stock Exchange, the Company has registered the names of Directors
Hisashi Umezaki, Nobuyuki Tahara, Koichi Kusao and Kanako Hamasaki 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
At the conclusion of this General Meeting of Shareholders, Messrs. Hisashi Umezaki, Nobuyuki Tahara andKoichi Kusao will have held the post of Outside Director for four (4) years each.
(2) Liability limitation agreement with the candidate for Outside Director
The Company has concluded an agreement with Messrs. Hisashi Umezaki, Nobuyuki Tahara and Koichi
Kusao to the effect 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 ishigher, in the event they act in good faith without gross negligence. If the election of each person is approved
and resolved, the Company is expected to renew the liability limitation agreement with them upon their
appointment at this General Meeting of Shareholders. In addition, if the election of Ms. Kanako Hamasaki
is approved and resolved, the Company is expected to enter into a similar liability limitation agreement with
her upon her appointment at this General Meeting of Shareholders.

- 15 -―

6. Ms. Kanako Hamasaki is expected to take a position as Outside Director who is an Audit and Supervisory
Committee Member with approval from Kyoto Prefectural University under the provisions of its rules by thedate of this General Meeting of Shareholders.

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