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

Securities identification code: 9076
June 5, 2019
To our shareholders:
Yoshitaka Taguchi
President and Chief Operating Officer
SEINO HOLDINGS CO., LTD.
1, Taguchi-cho, Ogaki, Gifu

NOTICE OF THE 98TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 98th Ordinary General Meeting of Shareholders of SEINO
HOLDINGS CO., LTD. (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail orelectronically (via the internet, etc.). Please exercise your voting rights no later than 5:00 p.m., Wednesday,June 26, 2019 (Japan Standard Time) after reviewing the attached Reference Documents for the General
Meeting of Shareholders.
1. Date and TimeThursday, June 27, 2019 at 10:00 a.m. (Japan Standard Time)

2. Venue:

Sopia Hall, 3F, Softpia Japan Center Building
4-1-7, Kagano, Ogaki, Gifu

3. Purposes:
Items to be reported:
1.

Business Report and Consolidated Financial Statements for the 98th Term (from April 1, 2018 toMarch 31, 2019), as well as the results of audit of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board

2.

Non-Consolidated Financial Statements for the 98th Term (from April 1, 2018 to March 31, 2019)

Items to be resolved:
Proposal 1:

Appropriation of Surplus

Proposal 2:

Election of Nine (9) Directors-1-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company positions profit of shareholders as an important management policy. It has a basic policy of
implementing interim dividends, paying annual dividends of 11 yen per share or higher in principle andmaintaining a consolidated payout ratio of around 30% while enhancing shareholder capital with a mid-tolong term view and improving profitability.
Based on this policy, the Company proposes to pay 21 yen per common share as the year-end dividends forthis fiscal year. As such, the total annual dividends for this fiscal year, including the already implemented
interim dividends of 11 yen, will be 32 yen per share.
(1) Type of dividend property
Cash(2) Allocation of dividend property to shareholders and total amount thereof
21 yen per common share of the Company
Total amount of dividends: 4,292,658,573 yen(3) Effective date of distribution of dividends of surplus
June 28, 2019-2-

Proposal 2:

Election of Nine (9) Directors

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

No.

Name

1

Yoshitaka Taguchi

President and Chief Operating Officer

Reelection

100%(12 out of 12
times)

2

Takao Taguchi

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

Reelection

100%(12 out of 12
times)

3

Masahiro Kamiya

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

Reelection

100%(12 out of 12
times)

4

Hidemi Maruta

Director in charge of International
Strategies Office

Reelection

100%(12 out of 12
times)

5

Harumi Furuhashi

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

Reelection

100%(12 out of 12
times)

6

Nobuyuki Nozu

Director in charge of Finance & IR
Department and Accounting Department

Reelection

100%(12 out of 12
times)

7

Meyumi Yamada

Outside Director
Independent Officer

Reelection
OutsideIndependent100%(12 out of 12
times)

8

Shintaro Takai

Outside Director
Independent Officer

Reelection
OutsideIndependent100%(9 out of 9times)

9

Yoichiro Ichimaru

New election
OutsideIndependent–

Notes:

Current position, etc.

1. Candidate for Director Shintaro Takai was elected at the 97th Ordinary General Meeting of Shareholders that washeld on June 27, 2018 and assumed office. Accordingly, the number of his attendance at the Board of Directors
meetings differs from that of the other candidates.
2. Refer to the following pages for details on the candidates.

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No.

Name
(Date of birth)

Yoshitaka Taguchi(April 20, 1961)
1

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

Joined the Company

May 1985

Temporary assignment to Seino America Inc.

Jan. 1988

President of the same company

May 1989

General Manager and Assistant to the
President of the Company

July 1989

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

July 1991

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

June 1996

Senior Managing Director of the Company incharge of Labor Department

Oct. 1998

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

June 1999

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

June 2001

Representative Director and Vice Presidentof the Company in charge of Management

June 2003

President and Chief Operating Officer of theCompany (present position)

June 2018

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

Number of theCompany’s
shares owned

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

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No.

Name
(Date of birth)

Takao Taguchi(February 2, 1962)

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

Joined Nisshin Flour Milling Inc.

July 1992

Joined Gifu Hino Motor Co., Ltd.

June 1995

Director and Assistant General Manager ofSales Department of the same company

Apr. 1998

Senior Managing Director of the same
company

June 1999

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

Apr. 2000

Managing Director of the Company in chargeof Sales Headquarters

June 2003

Senior Managing Director of the Company incharge of Sales Control

Oct. 2005

Director of the Company in charge ofTransportation Services Planning Department

Oct. 2005

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

June 2006

Director of the Company in charge of Sales

June 2007

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

Apr. 2011

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

June 2015

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

Aug. 2015

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

June 2016

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

2

Number of theCompany’s
shares owned

433,653[Significant concurrent positions outside the Company]
Representative Director and Chairman of Toyota Corolla
Gifu Co., Ltd. and Shiga Hino Motor Co., Ltd.,
Representative Director and President of Netz Toyota Gifu
Co., Ltd., and President of Gifu Hino Motor Co., Ltd.
Reasons for nomination as candidate for Director
Takao Taguchi has led the management of the Company, and has promoted the enhancement of its corporate
value and strengthening of its business foundations. As the person responsible for Vehicle Sales and Related
Services business, he has made it more competitive and contributed to the improvement of profitability, andhe has been asked to continue as a candidate for Director because it was found that he can be expected tocontribute to building a more robust management structure for the Group and its growth and development.

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No.

Name
(Date of birth)

Masahiro Kamiya(August 13, 1953)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Mar. 1979

Joined the Company

Jan. 1981

Temporary Assignment to Chubu Economic
Federation

Apr. 1982

Manager of the Yokkaichi Branch of theCompany

July 1984

Associate Director of Accounting
Department of the Company

July 1987

Director of Dotsu Seino Transportation Co.,
Ltd. (currently Hokkaido Seino
Transportation Co., Ltd.), General Manager
of Corporate Planning Department

Aug. 1991

General Manager of Sales Department ofNohi Seino Transportation Co., Ltd.

Aug. 1992

Director and General Manager of Sales
Headquarters of the same company

June 2003

Managing Director and General Manager ofSales Department of the same company

June 2007

Senior Managing Director and General
Manager of Sales Department of the same
company

Apr. 2011

Representative Director and President of thesame company

June 2013

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

June 2015

Director of the Company in charge of Real
Estate Development Department

Apr. 2016

Director of the Company in charge of New
Business Development Department, Business
Promotion Department (Transportation
Services), Information Systems Department,
and Real Estate Development Department

Apr. 2016

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

June 2016

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

3

Number of theCompany’s
shares owned

17,742[Significant concurrent positions outside the Company]
Representative Director and President of Seino
Transportation Co., Ltd.
Reasons for nomination as candidate for Director
Masahiro Kamiya mainly served in sales-related departments in the Transportation Services business, and was
appointed as Representative Director and President of Seino Transportation Co., Ltd., a core company of theGroup, in 2016. He has been asked to continue as a candidate for Director because he has a record ofpromoting measures for increasing quality, improving efficiency and increasing productivity of businessfoundations, and has experience and knowledge concerning the Company’s business and operations along withknowledge concerning company management.

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No.

Name
(Date of birth)

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

Joined the National Tax Agency

July 1992

Superintendent of Monbetsu Tax Office

July 1995

Director of Co-ordination Department,
Sapporo Regional Taxation Bureau

May 1996

Consul, Consulate-General of Japan in Hong
Kong

Oct. 1997

Joined the Company as General Manager ofCorporate Planning Office

June 2001

Director of the Company in charge of
Accounting Department and Employee’s
Pension Fund

Mar. 2002

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

Dec. 2004

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

Oct. 2005

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

Hidemi Maruta(March 4, 1963)
Oct. 2005

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

Apr. 2012

Director of the Company in charge of
Accounting Department, Finance & IR
Department, and Real Estate Development
Department.

June 2013

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

Apr. 2014

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

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

4

Number of theCompany’s
shares owned

32,800[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member of Seino Super Express
Co., Ltd., Seino Customs Clearance Service Co., Ltd., andSeino Trading Co., Ltd.
Reasons for nomination as candidate for Director
Hidemi Maruta has abundant knowledge and experience accumulated in the National Tax Agency and othergovernment agencies, has accomplishments such as promoting overseas business with planning skills andexecution skills, and also possesses insight on company management, and been asked to continue as a
candidate for Director because he will assist the Company’s sustained growth and enhance its medium- to longterm corporate value.

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No.

Name
(Date of birth)

Harumi Furuhashi(April 13, 1957)
5

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

Joined the Company

July 2003

General Manager of Eco Business
Department of the Company

Oct. 2005

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

Apr. 2007

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

Apr. 2009

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

Apr. 2011

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

Apr. 2012

Director of the same company in charge of
Human Resources Department

Apr. 2012

General Manager of Human Resources
Department of the Company

June 2013

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

Number of theCompany’s
shares owned

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

Nobuyuki Nozu
(May 24, 1961)

Apr. 1985

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

Jan. 2014

Joined the Company as General Manager ofCorporate Planning Office

July 2014

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

July 2014

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

Apr. 2015

Executive Officer and General Manager ofFinance Department at the same company

Apr. 2016

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

June 2016

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

Apr. 2018

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

6

9,900

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

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No.

Name
(Date of birth)

Meyumi Yamada(August 30, 1972)
7

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Apr. 1995

Joined KOEI KOGYO Co., Ltd.

May 1997

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

July 1999

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

Apr. 2000

Co-founding Representative Director of
istyle Inc.

Dec. 2009

Director of istyle Inc. (present position)

May 2012

Representative Director and President ofCyberstar Inc.

Sept. 2015

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

Mar. 2016

Representative Director and President of
ISPartners Inc. (present position)

Sept. 2016

Director of Eat Smart, Inc. (present position)

June 2017

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

June 2017

Outside Director of the Company (present
position)

Number of theCompany’s
shares owned

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

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No.

Name
(Date of birth)

Shintaro Takai(January 24, 1973)
8

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

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

Jan. 2007

Partner attorney at Nagashima Ohno &Tsunematsu

Feb. 2010

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

Sept. 2014

Outside Director of ARRK CORPORATION(present position)

June 2016

Representative attorney of Takai & Partners(present position)

June 2016

Outside Director of Works Applications Co.,Ltd.

June 2018

Outside Director of the Company (present
position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Outside Director of ARRK CORPORATION
Reasons for nomination as candidate for Outside Director
The Company judges that Shintaro Takai is a person who contributes to “providing appropriate opinions,advise, suggestions, etc. from an independent and objective standpoint based on extensive experience, highly
specialized knowledge, etc.” as set forth in the Company’s Corporate Governance Code, and that the depth of
his legal knowledge in the international field will contribute to the promotion of internationalization, which is afocus of the Company, and the enhancement of the governance system.

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No.

Name(Date of birth)*
Yoichiro Ichimaru(October 10, 1948)
9

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

Joined Toyota Motor Sales Co., Ltd.

Feb. 1996

Department Manager of Human Resources
Department of Toyota Motor Corporation

Jan. 1999

General Manager of Toyota Corolla Divisionof the same company

Jan. 2000

General Manager of Corolla Channel
Operations Division of the same company

June 2001

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

June 2003

Managing Officer of the same company

June 2005

Chief Officer of Domestic Sales Operations
Group and Customer Service Operations
Group of the same company

June 2009

Executive Vice President and Member of theBoard of the same company

June 2009

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

Oct. 2010

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

June 2011

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

June 2015

Executive Advisor to the same company

June 2015

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

Mar. 2017

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

June 2017

Senior Advisor to Aioi Nissay Dowa
Insurance Co., Ltd. (present position)

Number of theCompany’s
shares owned

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

1. An asterisk (*) indicates a new candidate for Director.
2. When nominating candidates for Director, an impartial and strict review is carried out by the Human Resources
Committee based on the Company’s basic policy for corporate governance, which states that “a candidate be anindividual that has excellent character, insight, ability and extensive experience, as well as a strong sense of ethics”
and “a candidate for Outside Director be an individual that fulfills the requirements for independence establishedby the Tokyo Stock Exchange.”
3. Special interest between the candidates for Directors and the Company are as follows:(1) Candidate for Director Yoshitaka Taguchi also has a post as Representative Director and Chairman at Kanto
Unyu Co., Ltd. and Representative Director at Shikoku Seino Transportation Co., Ltd. and Seino Customs
Clearance Service Co., Ltd., with which the Company has a competitive relationship in terms of operational
consignment and the like.
(2) Candidate for Director Yoshitaka Taguchi also has a post as Chairman at the Taguchi Fukujukai Foundation,
which is the largest shareholder holding 12.64% of the total equity of the Company.
(3) Candidate for Director Hidemi Maruta has a post as Audit & Supervisory Board Member at Seino Customs
Clearance Service Co., Ltd., with which the Company has a competitive relationship in terms of operational
consignment and the like.
(4) There are no other special interests between the Company and other candidates.
4. Among candidates for Directors, Meyumi Yamada, Shintaro Takai and Yoichiro Ichimaru are candidates for
Outside Directors.

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(1) Meyumi Yamada and Shintaro Takai serve as members of the Independent Committee for the anti-takeovermeasures which was approved at the 96th Ordinary General Meeting of Shareholders that was held on June
28, 2017. If the election of Yoichiro Ichimaru is approved, he will also become a member of the Independent
Committee for the anti-takeover measures, the same as Meyumi Yamada and Shintaro Takai.
(2) The Company has concluded limited liability agreements with both Meyumi Yamada and Shintaro Takai
limiting their liabilities specified in Article 423, Paragraph 1 of the Companies Act, based on the provisionsof Article 427, Paragraph 1 of the Companies Act. Their maximum amount of liability shall be 20 million yenor the amount stipulated by laws and regulations, whichever is higher. If their reelection is approved, theCompany plans to continue these agreements. Furthermore, if the election of Yoichiro Ichimaru is approved,
the Company plans to enter into the same limited liability agreement with him.
5. The Company has registered Meyumi Yamada and Shintaro Takai as Independent Officers with the Tokyo Stock
Exchange, Inc. and the Nagoya Stock Exchange, Inc. as stipulated by provisions of the said Exchanges. If theirreelection is approved, the Company plans for their appointment as independent officers to continue. Furthermore,
Yoichiro Ichimaru satisfies the requirements for an independent officer as provided for by the Tokyo Stock
Exchange, Inc. and the Nagoya Stock Exchange, Inc. If the election of Yoichiro Ichimaru is approved, the Company
plans to register him as an Independent Officer with the said Exchanges.
6. Meyumi Yamada and Shintaro Takai are currently Outside Directors of the Company, and their terms of office as
Outside Directors of the Company will be two years and one year, respectively, at the conclusion of this meeting.
7. Meyumi Yamada is well-known by the name Yamada, and that name is therefore presented here, but her name asrecorded on the official family register is Meyumi Hara.

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