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 29, 2020

To Our Shareholders:
Masahiro Ishimaru
Representative Director & President

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

Notice of the 98th Ordinary General Meeting of Shareholders
This is to inform you that the 98th 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 18, 2020
(JST).
1. Date and Time:

Friday, June 19, 2020, 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 98th fiscal year (from April 1, 2019 to March 31, 2020), 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 Eight (8) Directors Who Are Not 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.

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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 18, 2020 (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 18,
2020 (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)[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.
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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.

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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, 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:¥17.50 per share of common shares of the Company
Total cash dividends of ¥1,875,747,913
Including the midterm dividend of ¥17.50 per share, the total dividend to be paid during the year is¥35 per share.
(3) Date on which the dividend of surplus will become effective:
June 22, 2020

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Proposal No. 2: Election of Eight (8) 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 eight (8) 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 (Senior Executive Officer)

4

Toshihiko Inachi

Re-election

Director (Senior Executive Officer)

5

Michio Nakano

Re-election

Director (Managing Executive Officer)

6

Masaya Ueno

Re-election

Director (Managing Executive Officer)

7

Kazutoshi Murao

Re-election
OutsideIndependent―

8

Shinya Hashizume

Re-election
OutsideIndependent―

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

28,400 shares

12 out of
12 times

8,510 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.
Outside Director (Audit and Supervisory Committee Member), Asahi
Broadcasting Group Holdings Corporation
 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
General Manager, Corporate Management Office2

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

In charge of Business Promotion Group [Railway Line Area
Redevelopment] and Personnel Division, Corporate 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 Management Office.
Based on his abundant experience and track record we judge that he isan appropriate candidate for Director who is not an Audit andSupervisory Committee Member and we accordingly request that he bereelected.

-6-Candidate
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

12,000 shares

12 out of
12 times

5,831 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, BIOSTYLE Promotion Office; Assistant General
Manager (In charge of Accounting Division), Corporate Management
Office[General Manager of Real Estate Business] 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 2009, Mr. Tatsuya Miura
currently serves as Director & Senior 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
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 Management 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.

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Candidate
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

8,210 shares

12 out of
12 times

7,200 shares

12 out of
12 times Brief career summary and positions
Apr. 1981

Joined the Company

Jun. 2013

Executive Officer, the Company

Jun. 2017

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

 Responsibilities
Assistant General Manager, Corporate Management Office5

Michio Nakano（Oct. 17, 1958）
Re-election[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 2013, Mr. Michio Nakano
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.
 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, Kyobashi Project Preparation Office; General Manager,
Sanjo Project Preparation Office; Assistant General Manager, Corporate
Management Office; Assistant General Manager, BIOSTYLE Promotion
Office6

Masaya Ueno
（Jan. 13, 1960）
Re-election[General Manager of Retail Distribution Business] Important concurrent positions
Representative Director & Chairman, KEIHAN DEPARTMENTSTORES 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.

-8-Candi
-date
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

0

10 out of
10 times(After election ofJune, 2019)0

10 out of
10 times(After election ofJune, 2019)

 Brief career summary

Kazutoshi Murao（Oct. 21, 1952）
7

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.
Outside Director, Mitsubishi Tanabe Pharma Corporation
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
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
management and the supervision of the performance of duties of theCompany.
 Brief career summary
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)

Shinya Hashizume（Dec. 6, 1960）
8

Re-election
OutsideIndependent

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 Director who is not an Audit
and Supervisory Committee Member and reasons for judging Mr.
Shinya Hashizume capable of appropriately fulfilling duties as
Outside Director who is not an Audit and Supervisory Committee
Member-9-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 management and thesupervision of the performance of duties of the Company, we request that
he be reelected as Outside Director who is not an Audit and Supervisory
Committee Member.
(Notes) 1. 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.
2. Messrs. Kazutoshi Murao and Shinya Hashizume are candidates for Outside Directors.
3. 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.
4. Matters concerning candidates for Outside Directors(1) Mr. Kazutoshi Murao
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 will have held the post of
Outside Director for one (1) year.
2) Liability limitation agreement with the candidate for Outside Director:
The Company has concluded an agreement with Mr. Kazutoshi Murao to the effect that the liability of him
provided for in Article 423, paragraph 1 of the Companies Act shall be limited to 10 million yen or theminimum amount stipulated by laws or regulations, whichever is higher, in the event he acts in good faithwithout gross negligence. If the election of Mr. Kazutoshi Murao is approved and resolved, the Company
is expected to renew the liability limitation agreement with him upon his appointment at this General
Meeting of Shareholders.
(2) Mr. Shinya Hashizume1) Number of years in office since first appointment as Outside Director of the Company:
At the conclusion of this General Meeting of Shareholders, Mr. Shinya Hashizume will have held the postof Outside Director for one (1) year.
2) Liability limitation agreement with the candidate for Outside Director:
The Company has concluded an agreement with Mr. Shinya Hashizume to the effect that the liability of him
provided for in Article 423, paragraph 1 of the Companies Act shall be limited to 10 million yen or theminimum amount stipulated by laws or regulations, whichever is higher, in the event he acts in good faithwithout gross negligence. If the election of Mr. Shinya Hashizume is approved and resolved, the Company
is expected to renew the liability limitation agreement with him upon his appointment at this General
Meeting of Shareholders.
5. 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.

End- 10 -