Note: This document has been translated from the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail.
The Company assumes no responsibility for this translation or for direct, indirect or any other forms ofdamages arising from the translation.
(Stock Exchange Code 3232)
May 31, 2023
(Date of commencement of measures for electronic provision: May 29, 2023)
To Shareholders with Voting Rights:
Yasushi Hara
President and Representative Director

Mie Kotsu Group Holdings, Inc.

1-1, Chuo, Tsu City, Mie

NOTICE OF
THE 17TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 17th Ordinary General Meeting of Shareholders of Mie Kotsu Group Holdings, Inc. (the “Company”)
will be held as described below.
In convening the Meeting, the Company has taken measures for electronic provision for information
contained in the Reference Documents for the General Meeting of Shareholders, etc. (the matters subject tomeasures for electronic provision). This information is posted on the Company’s website on the Internet. Please
access this website to view the information.
The Company’s website:
https://holdings.sanco.co.jp/english/ir/stock/meeting/(The information is posted under the heading “The 17th Ordinary General Meeting of Shareholders” on theabove website.)
In addition to the above, the information is also posted on the website of the Tokyo Stock Exchange (TSE).
TSE website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the above TSE website, enter “Mie Kotsu Group Holdings” in the Issue name (company name)field or “3232” in the Code field, and click “Search.” Then, select “Basic information” and “Documents for
public inspection/PR information.” The information is posted in “[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting]” under “Filed information available for public
inspection.”)If you decide not to attend the meeting in person, you may exercise your voting rights in writing or via theInternet. Please take the time to review the Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 6:00 p.m., on Thursday, June 22, 2023, the Japan standard time.
1. Date and Time:
2. Place:

Friday, June 23, 2023 at 10:00 a.m. Japan standard time
Tsu Center Palace Hall on
5th floor of Tsu Center Palace Building
7-15, Daimon, Tsu City, Mie, Japan* The venue has been changed from the previous year’s venue.
* The progress of the Meeting will be live-streamed on the Internet. For moredetails such as instructions on how to view the live stream, please see the“Notice of on Live-streaming on the Internet” enclosed in the Japaneseversion of this Notice. (Japanese language only)-1-3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
17th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 17th Fiscal Year
(April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Twelve (12) Directors
Proposal 3:
Election of Two (2) Audit & Supervisory Board Members
4. Other:
The Reference Documents for the General Meeting of Shareholders has also been sent to shareholders
who have not submitted a request for delivery of paper copy. To shareholders who have submitted a request
for delivery of paper copy, the paper copy containing the matters subject to measures for electronic provision
has been sent, except for the Necessary Corporate Systems to Ensure the Appropriateness of Business
Operations and the Summary of Operational Status of the Systems to be stated in the Business Report, theConsolidated Statement of Changes in Net Assets and the Notes to the Consolidated Financial Statements,
which are part of the Consolidated Financial Statements, and the Statement of Changes in Net Assets andthe Notes to the Non-consolidated Financial Statements, which are part of the Non-consolidated Financial
Statements in accordance with laws and regulations and the Company’s Articles of Incorporation. Therefore,such paper copy includes part of the Business Report, the Consolidated Financial Statements, and the Nonconsolidated Financial Statements audited by the Audit & Supervisory Board Members in preparing their
Audit Reports, and the Consolidated Financial Statements and the Non-consolidated Financial Statements
audited by the Accounting Auditor in preparing their Accounting Audit Reports.
- END 1.

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.

2.

If exercising your voting rights by proxy, you may authorize one (1) other shareholder with voting rights
to attend the meeting as your proxy, provided that such proxy shall submit to the Company a document
evidencing his or her power of representation.

3.

Details of any updates to the matters subject to measures for electronic provision will be posted on thewebsites shown above.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

Matters concerning year-end dividends
With respect to the year-end dividends for the 17th fiscal year, it is proposed that the year-end dividends
be appropriated as follows, taking into account the financial results for the fiscal year and future businessdevelopments.
These year-end dividends, combined with the interim dividends of ¥5 distributed earlier in the fiscal year,
bring the annual dividends for the 17th fiscal year to ¥10 per share.
1. Type of dividend property
Cash
2. Allocation of dividend property to shareholders and total amount thereof¥5 per share of common stock of the Company
Total amount of dividends: ¥499,196,545
3. Effective date of distribution of dividends of surplus
June 26, 2023

-3-

Proposal 2:
Election of Twelve (12) Directors
The terms of office of all Directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders. We hereby propose to elect twelve (12) Directors, decreasing the number of Directors by three(3) to enable more flexible decision-making by the Board of Directors.
The candidates for Director are as follows:
No.

Current position and responsibility
at the Company

Name

Attendanceat the Boardof Directors
meetings

1

Reappointment

Kenichi Takeya

Vice President and Representative Director

11/11

2

Reappointment

Naoyuki Okamoto

Chairman and Representative Director

11/11

3

Reappointment

Yoko Murata

Director

10/11

4

Reappointment

Michitaka Nakamura

Director

11/11

Yoshiyuki Kusui

Director

11/11

Takashi Tsuji

Director

11/11

Ayako Tanaka

Director

11/11

Izumi Takamiya

Director

11/11

Takashi Ueda

Director(After taking
office on June23, 2022)

5
6
7

8

9

Reappointment
Outside Director
Independent Director
Reappointment
Outside Director
Reappointment
Outside Director
Independent Director
Reappointment
Outside Director
Independent Director
Reappointment
Outside Director
Independent Director

8/9

10

New candidate

Toshihide Ogura

－

－

11

New candidate

Hideaki Tabata

Executive Officer－

12

New candidate

Michiyasu Masuda

Executive Officer

－

-4-

No.

Name
(Date of birth)

Kenichi Takeya(July 28, 1956)(Reappointment)

Past experience, positions
and significant concurrent positions
April 1979
June 2009
June 2011
June 2013
June 2013
June 2017
June 2019
June 2019

1

Joined Mie Kotsu Co., Ltd.
Director of Mie Kotsu Co., Ltd.
Managing Director of Mie Kotsu Co., Ltd.
Director of the Company
Senior Managing Director of Mie Kotsu Co., Ltd.
Vice President and Representative Director of Mie Kotsu Co.,Ltd.
President and Representative Director of Mie Kotsu Co., Ltd.
(current position)
Vice President and Representative Director of the Company(current position)

Number ofshares of theCompany held

112,900[Significant concurrent position]
President and Representative Director of Mie Kotsu Co., Ltd.
<Reason for nomination as a candidate for Director>
Mr. Kenichi Takeya has been working for the Group since 1979 and has gained a wealth of business experience throughhis involvement in the bus business and as a Director of a Group company. He also has been engaged in the Group’s
management as a Director of the Company since 2013. The Company believes that he can contribute to strengthening theeffectiveness of the decision-making and control function of the Board of Directors by utilizing his experience andinsight at the Board of Directors of the Company. Thus, the Company nominates him as a candidate for Director.
April 1970
June 2003
June 2005
June 2007
Naoyuki Okamoto(December 29, 1946)(Reappointment)

June 2010
June 2010
June 2010
June 20102

June 2016

Joined Kintetsu Corporation (current Kintetsu Group Holdings
Co., Ltd.)
Director of Kintetsu Corporation
Senior Managing Director of Kintetsu Corporation
Vice President and Representative Director of Kintetsu
Corporation
President and Representative Director of the Company
Chairman and Representative Director of Mie Kotsu Co., Ltd.
Chairman and Representative Director of Sanco Real EstateCo., Ltd.
Chairman and Representative Director of Meihankintetsu Bus
Co., Ltd.
Chairman and Representative Director of the Company (current
position)

195,000<Reason for nomination as a candidate for Director>
Mr. Naoyuki Okamoto has been working for Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.) since1970 and has gained a wealth of business experience through his involvement in public relations, personnel affairs, andthe real estate business. He became Director of Kintetsu Corporation in 2003 and has in-depth knowledge and a wealthof experience of corporate management. He has been engaged in the Group’s management as the President andRepresentative Director of the Company since 2010 and as the Chairman and Representative Director since 2016. The
Company believes that he can contribute to strengthening the effectiveness of the decision-making and control functionof the Board of Directors by utilizing his experience and insight at the Board of Directors. Thus, the Company nominates
him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1994
June 2016

Yoko Murata(January 29, 1972)

June 2017
June 2020(Reappointment)

June 2020

Joined Mie Kotsu Co., Ltd.
General Manager of General Affairs and Human ResourcesGroup of the Company
General Manager of Planning Office of the Company
President and Representative Director of Sanco Inn Co., Ltd.
(current position)
Director of the Company (current position)

Number ofshares of theCompany held

35,100[Significant concurrent position]
President and Representative Director of Sanco Inn Co., Ltd.

3

<Reason for nomination as a candidate for Director>
Ms. Yoko Murata has been working for the Group since 1994 and has gained a wealth of business experience throughher involvement in the bus business and general affairs. She has been engaged in the Group’s management as Director of
the Company since 2020. The Company believes that she can contribute to strengthening the effectiveness of thedecision-making and control function of the Board of Directors by utilizing her experience and insight at the Board of
Directors of the Company. Thus, the Company nominates her as a candidate for Director.
April 1987
July 2010

Michitaka Nakamura(March 14, 1963)(Reappointment)

June 2014
June 2016
June 2018
June 2021
June 2021

4

Joined Mie Kotsu Co., Ltd.
General Manager of Planning and Accounting Group(responsible for Corporate Planning) (current Planning Office)of the Company
Director of Sanco Real Estate Co., Ltd.
Managing Director of Sanco Real Estate Co., Ltd.
Senior Managing Director of Sanco Real Estate Co., Ltd.
President and Representative Director of Sanco Real EstateCo., Ltd. (current position)
Director of the Company (current position)

84,300[Significant concurrent position]
President and Representative Director of Sanco Real Estate Co., Ltd.
<Reason for nomination as a candidate for Director>
Mr. Michitaka Nakamura has been working for the Group since 1987 and has gained a wealth of business experiencethrough his involvement in accounting and planning and as a Director of a Group company. The Company believes that
he can contribute to strengthening the effectiveness of the decision-making and control function of the Board of
Directors by utilizing his experience and insight at the Board of Directors of the Company. Thus, the Company
nominates him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Yoshiyuki Kusui(May 14, 1954)(Outside Director)(Independent Director)(Reappointment)

5

Past experience, positions
and significant concurrent positions
April 1980
April 1985
January 1992
June 2014
June 2016
June 2021

Joined Mie Prefectural Government
Registered as attorney-at-law
Opened Kusui Law OfficeOutside Audit & Supervisory Board Member of the Company
Outside Director of the Company (current position)
Registered as a tax accountant

Number ofshares of theCompany held

22,700[Significant concurrent positions]
Attorney-at-law
Tax accountant<Reason for nomination as a candidate for Outside Director and outline of expected role>
Mr. Yoshiyuki Kusui has served as an Outside Audit & Supervisory Board Member of the Company for two years since2014 and has been engaged in audits of the Company to ascertain whether performance of duties of management isappropriate and reasonable. Although he has never engaged in corporate management in the past except as an outside
officer, he has wealth of knowledge and experience cultivated as an attorney-at-law. For the reasons above, theCompany expects that he is capable of providing accurate advice on management of the Company from an objective
viewpoint and that he can contribute to further strengthening the effectiveness of the decision-making and control
function of the Board of Directors and to the enhancement of the Group’s corporate value over the medium to long term.
Thus, the Company nominates him as a candidate for Outside Director.
April 1982
January 2015
June 2016
Takashi Tsuji(August 26, 1957)(Outside Director)(Reappointment)

6

June 2019
June 2019
June 2020
June 2021

Joined Kintetsu Corporation (current Kintetsu Group Holdings
Co., Ltd.)
Executive Officer of Kintetsu Division Preparation Company(current Kintetsu Railway Co., Ltd.)
Director and Managing Executive Officer of Kintetsu Railway
Co., Ltd.
Director of Kintetsu Group Holdings Co., Ltd.
President and Representative Director of Kintetsu Railway Co.,
Ltd. (current position)
Outside Director of the Company (current position)
Group Officer of Kintetsu Group Holdings Co., Ltd. (current
position)

1,700[Significant concurrent positions]Group Officer of Kintetsu Group Holdings Co., Ltd.
President and Representative Director of Kintetsu Railway Co., Ltd.
<Reason for nomination as a candidate for Outside Director and outline of expected role>
Mr. Takashi Tsuji has been working for Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.) since 1982
and has gained a wealth of business experience through his involvement in railway business. He became Executive
Officer of Kintetsu Division Preparation Company (current Kintetsu Railway Co., Ltd.) in 2015 and President andRepresentative Director of Kintetsu Railway Co., Ltd. in June 2019, and has in-depth knowledge and a wealth ofexperience of corporate management. The Company expects that he can contribute to further strengthening theeffectiveness of the decision-making and control function of the Board of Directors and to the enhancement of theGroup’s corporate value over the medium to long term by utilizing his experience and insight to manage the Company.
Thus, the Company nominates him as a candidate for Outside Director.

-7-

No.

Name
(Date of birth)

Ayako Tanaka(April 30, 1950)

Past experience, positions
and significant concurrent positions
October 1973
April 1978
April 1988
May 1997
December 1998
June 2010(Outside Director)(Independent Director) June 2021
(Reappointment)

Joined Suzuka Public Health Center, Mie Prefecture
Joined Shiokawa Hospital
Director of Shiokawa Hospital, Medical Corporation Seijinkai
Executive Director of Social Welfare Corporation Hakuaikai
President of Medical Corporation Seijinkai (current position)
President of Social Welfare Corporation Hakuaikai (current
position)
Outside Director of the Company (current position)

Number ofshares of theCompany held

400

[Significant concurrent positions]
President of Medical Corporation Seijinkai
President of Social Welfare Corporation Hakuaikai

7<Reason for nomination as a candidate for Outside Director and outline of expected role>
Although Ms. Ayako Tanaka has never engaged in corporate management in the past in other ways than serving as an
outside director, she has deep insight and a wealth of experience as an executive of a medical institution, etc. For thereason above, the Company expects that she can provide accurate advice on management of the Company from an
objective viewpoint and that she can contribute to further strengthening the effectiveness of the decision-making andcontrol function of the Board of Directors and to the enhancement of the Group’s corporate value over the medium tolong term. Thus, the Company nominates her as a candidate for Outside Director.
May 1989
April 2001
April 2005
Izumi Takamiya(July 22, 1958)

April 2007

April 2011
(Outside Director)(Independent Director) October 2016
(Reappointment)

8

November 2017
June 2021

Research Associate of School of Humanities and Social
Sciences, Waseda University
Lecturer of Faculty of Literature, Arts and Cultural Studies,
Kindai University
Assistant Professor of Faculty of Literature, Arts and Cultural
Studies, Kindai University
Associate Professor of Faculty of Literature, Arts and Cultural
Studies, Kindai University
Professor of Faculty of Literature, Arts and Cultural Studies,
Kindai University (current position)
Dean of Faculty of Literature, Arts and Cultural Studies,
Kindai University
Vice President of Kindai University (current position)
Outside Director of the Company (current position)

4,200[Significant concurrent position]
Vice President and Professor of Faculty of Literature, Arts and Cultural Studiesof Kindai University<Reason for nomination as a candidate for Outside Director and outline of expected role>
Ms. Izumi Takamiya has experience in university management through her service as Vice President of Kindai
University in addition to her career as a university professor. Although she has never engaged in corporate managementin the past in other ways than serving as an outside director, she has deep insight and a wealth of experience gained in
the course of her career. For the reasons above, the Company expects that she can provide accurate advice onmanagement of the Company from an objective viewpoint and that she can contribute to further strengthening theeffectiveness of the decision-making and control function of the Board of Directors and to the enhancement of theGroup’s corporate value over the medium to long term. Thus, the Company nominates her as a candidate for Outside
Director.

-8-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1975
April 2007
April 2009

Takashi Ueda
(May 1, 1952)

April 2012
June 2016
June 2021(Outside Director)(Independent Director)(Reappointment)
June 2022
9

Joined Mie Prefectural Government
General Manager of Tokyo Office, Mie Prefectural
Government
General Manager of Department of General Affairs, Mie
Prefectural Government
Vice Governor, Mie Prefectural Government
Chairman, Mie Credit Guarantee Association
President, Mie Prefecture Tomonokai Foundation (current
position)
Outside Director of the Company (current position)

Number ofshares of theCompany held

500

[Significant concurrent position]
President, Mie Prefecture Tomonokai Foundation<Reason for nomination as a candidate for Outside Director and outline of expected role>
Mr. Takashi Ueda has many years of experience as a responsible person of administrative bodies, including his service
as Vice Governor of Mie Prefectural Government. Although he has never engaged in corporate management in the pastin other ways than serving as an outside director, he has deep insight and a wealth of experience gained in the course of
his career. For the reasons above, the Company expects that he can provide accurate advice on management of theCompany from an objective viewpoint and that he can contribute to further strengthening the effectiveness of thedecision-making and control function of the Board of Directors and to the enhancement of the Group’s corporate value
over the medium to long term. Thus, the Company nominates him as a candidate for Outside Director.
April 1978
June 2009
June 2012
June 2015
Toshihide Ogura(September 9, 1955)(New candidate)June 2016
June 2016
June 2016
June 2016
June 2020

10

Joined Kintetsu Corporation (current Kintetsu Group Holdings
Co., Ltd.)
Executive Officer of Kintetsu Corporation
Director and Managing Executive Officer of Kintetsu
Corporation
Director and Senior Managing Executive Officer of Kintetsu
Corporation
Chairman and Representative Director of Mie Kotsu Co., Ltd.
Chairman and Representative Director of Sanco Real EstateCo., Ltd.
Chairman and Representative Director of Meihankintetsu Bus
Co., Ltd.
President and Representative Director of the Company
President of Kintetsu Group Holdings Co., Ltd. (current
position)

80,900[Significant concurrent positions]
President of Kintetsu Group Holdings Co., Ltd.
Director of Kin-Ei Corp.
<Reason for nomination as a candidate for Director>
Mr. Toshihide Ogura has been working for Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.) since 1978and has gained a wealth of business experience through his involvement in general affairs and administration of thegroup. He has been serving as Executive Officer and Director of Kintetsu Corporation since 2009 and has in-depth
knowledge and a wealth of experience in the corporate management. He was engaged in the group management as the
President and Representative Director of the Company for four years from 2016 and as the President of Kintetsu Group
Holdings since 2020. The Company believes that he can contribute to strengthening the effectiveness of the decisionmaking and control function of the Board of Directors by utilizing his experience and insight at the Board of Directors.
Thus, the Company nominates him as a candidate for Director.

-9-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1986
June 2017
June 2019
June 2020

Hideaki Tabata(August 30, 1963)(New candidate)11

June 2020
June 2020
June 2021

Joined Mie Kotsu Co., Ltd
Managing Director of Meihankintetsu Bus Co., Ltd.
Director of Mie Kotsu Co., Ltd. (current position)
President and Representative Director of Meihankintetsu Bus
Co., Ltd. (current position)
President and Representative Director of Meihan Kintetsu
Travel Co., Ltd. (current position)
Director of the Company
Executive Officer of the Company (current position)

Number ofshares of theCompany held

29,400[Significant concurrent positions]
President and Representative Director of Meihankintetsu Bus Co., Ltd.
President and Representative Director of Meihan Kintetsu Travel Co., Ltd.
Director of Mie Kotsu Co., Ltd.
<Reason for nomination as a candidate for Director>
Mr. Hideaki Tabata has been working for the Group since 1986 and has gained a wealth of business experience throughhis involvement in the bus business and travel planning service and as a Director of companies in the Group. The
Company believes that he can contribute to strengthening the effectiveness of the decision-making and control functionof the Board of Directors by utilizing his experience and insight at the Board of Directors. Thus, the Company nominates
him as a candidate for Director.
April 1989
Michiyasu Masuda(November 24, 1964)(New candidate)July 2015
June 2020
June 2021
March 2023

Joined Kintetsu Corporation (current Kintetsu Group Holdings
Co., Ltd.)
General Manager of Administrative General Affairs Division,
Kintetsu Group Holdings Co., Ltd.
General Manager of Corporate Strategy Division, KintetsuGroup Holdings Co., Ltd.
Executive Officer of Kintetsu Group Holdings Co., Ltd.
Executive Officer of the Company (current position)

10,30012<Reason for nomination as a candidate for Director>
Mr. Michiyasu Masuda has been working as a member of Kintetsu Corporation (current Kintetsu Group Holdings Co.,
Ltd.) since 1989, involved in the railway business, administrative general affairs, group management, and planning. He
was appointed Executive Officer of Kintetsu Group Holdings Co., Ltd. in 2021, and Executive Officer of the Company
in March 2023, and has in-depth knowledge and a wealth of experience of corporate management. The Company
believes that he can contribute to strengthening the effectiveness of the decision-making and control function of theBoard of Directors by utilizing his experience and insight at the Board of Directors. Thus, the Company nominates him
as a candidate for Director.
(Notes)1. There are no special interests between each of the candidates and the Company.
2. Mr. Yoshiyuki Kusui, Mr. Takashi Tsuji, Ms. Ayako Tanaka, Ms. Izumi Takamiya and Mr. Takashi Ueda are candidates for
Outside Director. Mr. Yoshiyuki Kusui will have served as Outside Director for seven years, Mr. Takashi Tsuji for three years,
and Ms. Ayako Tanaka and Ms. Izumi Takamiya for two years and Mr. Takashi Ueda for one year at the conclusion of thisOrdinary General Meeting of Shareholders.
3. The Company has registered Mr. Yoshiyuki Kusui, Ms. Ayako Tanaka, Ms. Izumi Takamiya and Mr. Takashi Ueda as
Independent Directors with the Tokyo Stock Exchange and the Nagoya Stock Exchange.
4. The Criteria for Independence of Outside Directors/Audit & Supervisory Board Members are presented on the Company’s
website (https://holdings.sanco.co.jp/ir/governance/). (Japanese language only)
5. In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act and Article 28 of the Articles ofIncorporation, the Company has entered into agreements with Mr. Yoshiyuki Kusui, Mr. Takashi Tsuji, Ms. Ayako Tanaka,
Ms. Izumi Takamiya and Mr. Takashi Ueda that limit their liability for damages provided in Article 423, Paragraph 1 of theCompanies Act. The maximum amount of liability pursuant to the agreement is the amount stipulated by laws and regulations.
If their reappointment is approved, the Company intends to continue the said agreements with them.
6. The Company has executed with an insurance company a directors and officers liability insurance agreement stipulated in
Article 430-3, Paragraph 1, of the Companies Act that covers Directors, Audit & Supervisory Board Members, executive
officers and major employees of the Company and its consolidated subsidiaries as the insured to compensate the insured for- 10 -

7.

8.
9.

damages, litigation costs, and any other relevant costs and expenses that may arise in the event that the insured are held
liable, or receive a claim for such liability, with regard to the performance of their duties. The insurance premiums are fully
borne by the Company. If the appointment of each candidate is approved, the candidate will be covered by the said liability
insurance agreement as the insured. The liability insurance agreement will be renewed during the candidates’ term of office.
Mr. Toshihide Ogura is scheduled to retire as President of Kintetsu Group Holdings Co., Ltd. on June 21, 2023, and takeoffice as Representative Director and Chairman of the Company subject to approval and adoption of Proposal 2 as originallyproposed, and Representative Director and Chairman of Sanco Real Estate, Ltd. on June 23, 2023.
Mr. Takashi Tsuji is scheduled to take office as President of Kintetsu Group Holdings Co., Ltd. on June 21, 2023, and to
retire as President and Representative Director of Kintetsu Railway Co., Ltd. on June 23, 2023.
On June 23, 2023, subject to the approval and adoption of Proposal 2 as originally proposed, Mr. Kenichi Takeya is scheduled
to take office as President and Representative Director of the Company and Chairman and Representative Director of Mie
Kotsu Co., Ltd. and Meihankintetsu Bus Co., Ltd. Mr. Naoyuki Okamoto is scheduled to retire as Chairman and
Representative Director of the Company and take office as Director and Executive Advisor of the Company, Mr. Hideaki
Tabata is scheduled to retire as President and Representative Director of Meihankintetsu Bus Co., Ltd. and Meihan Kintetsu
Travel Co., Ltd. and take office responsible for Human Resources, General Affairs and Human Resources Group of theCompany and as President and Representative Director of Mie Kotsu Co., Ltd., and Mr. Michiyasu Masuda is scheduled totake office responsible for Planning Office, General Affairs and Human Resources Group, Accounting Group, and Internal
Control Office of the Company and as Senior Managing Director of Mie Kotsu Co., Ltd.

- 11 -

Proposal 3:
Election of Two (2) Audit & Supervisory Board Members
The terms of office of Audit & Supervisory Board Members Mr. Kei Kumoi and Mr. Takashi Wakai will
expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the election of two(2) Audit & Supervisory Board Members is proposed.
The consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
No.

Name
(Date of birth)

Michitaka Beppu(August 7, 1959)(New candidate)1

Past experience, positions
and significant concurrent positions
April 1982
June 2008
June 2010
June 2014
February 2015
April 2019

Joined Mie Kotsu Co., Ltd.
Director of Sanco Cogyo Co., Ltd.
Managing Director of Toba Seaside Hotel Co., Ltd.
Senior Managing Director of Toba Seaside Hotel Co., Ltd.
President and Representative Director of Kanko Hanbai
Systems Co., Ltd.
President and Representative Director of Gozaisho Ropeway
Inc. (current position)

Number ofshares of theCompany held

20,300[Significant concurrent position]
President and Representative Director of Gozaisho Ropeway Inc.
<Reason for nomination as a candidate for Audit & Supervisory Board Member>
Mr. Michitaka Beppu has been working for the Group since 1982 and has gained a wealth of business experiencethrough his involvement in the bus business, human resources, and as a Director of Group companies. Based on hisachievements and experience, the Company believes him to be an appropriate Audit & Supervisory Board Member, andnominates him as a candidate for Audit & Supervisory Board Member.
April 1987
Hiroyuki Kasamatsu(March 4, 1964)(Outside Audit &Supervisory Board
Member)(New candidate)2

June 2016
June 2017
June 2019
April 2021

Joined Kintetsu Corporation (current Kintetsu Group Holdings
Co., Ltd.)
General Manager of Corporate Strategy Division, Kintetsu Group
Holdings Co., Ltd.
Officer and General Manager of Finance Division, Kintetsu
World Express, Inc.
Officer and General Manager of Corporate Finance &Accounting Division, Kintetsu World Express, Inc.
Managing Officer and General Manager of Corporate Finance& Accounting Division, Kintetsu World Express, Inc. (current
position)0<Reason for nomination as a candidate for Outside Audit & Supervisory Board Member>
Mr. Hiroyuki Kasamatsu has been working for Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.) since
1987, involved in accounting job, etc., and has gained a wealth of experience and substantial insight into finance andaccounting. He was appointed Officer of a Kintetsu Group company in 2017, and the Company believes that he iscapable of appropriately fulfilling his duties as Audit & Supervisory Board Member from an objective standpoint, andnominates him as a candidate for Outside Audit & Supervisory Board Member.
(Notes)1. There are no special interests between each of the candidates and the Company.
2. Mr. Hiroyuki Kasamatsu is a candidate for Outside Audit & Supervisory Board Member.
3. If the appointment of Mr. Hiroyuki Kasamatsu in this proposal is approved and he takes the office, the Company intends toenter into an agreement with him to limit his liability for damages provided in Article 423, Paragraph 1 of the Companies
Act, in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act and Article 37 of the Articles ofIncorporation. The maximum amount of liability pursuant to the agreement is the amount stipulated by laws and regulations.
4. The Company has executed with an insurance company a directors and officers liability insurance agreement stipulated in
Article 430-3, Paragraph 1, of the Companies Act that covers Directors, Audit & Supervisory Board Members, executive
officers and major employees of the Company and its consolidated subsidiaries as the insured to compensate the insured fordamages, litigation costs, and any other relevant costs and expenses that may arise in the event that the insured are held
liable, or receive a claim for such liability, with regard to the performance of their duties. The insurance premiums are fully
borne by the Company. If the appointment of each candidate is approved, the candidate will be covered by the said liability
insurance agreement as the insured. The liability insurance agreement will be renewed during the candidates’ term of office.

- 12 -

5.

Mr. Michitaka Beppu is scheduled to retire as President and Representative Director of Gozaisho Ropeway Inc. on June 23,
2023.

- 13 -

<Reference>
Composition and Skills Matrix of the Board of Directors and the Audit & Supervisory Board
If Proposals 2 and 3 are approved and adopted as originally proposed, the composition and skills matrix ofthe Board of Directors and the Audit & Supervisory Board will be as shown below.
Titles will be officially determined by the Board of Directors after the conclusion of this Ordinary General
Meeting of Shareholders.
[Directors]
Title(tentative)

Main areas of skills and experience of candidates (*)
Name

Human
Legal affairs /Gender / otherresource /risk
Digital / ICT elements oflabor affairs management
diversity

Management

Finance /accounting

Toshihide Ogura●●

Kenichi Takeya

●

●

●

NaoyukiOkamoto●●●Director

Hideaki Tabata

●

●

●

Director

Michiyasu
Masuda●Director

Yoko Murata●

Director

Michitaka
Nakamura●●●

Independent
Outside Director

Yoshiyuki Kusui

●

●

●

Outside Director

Takashi Tsuji●

Ayako Tanaka●

Chairman and
Representative
Director
President andRepresentative
Director
Director andExecutive
AdvisorIndependent
Outside Director
Independent
Outside Director
Independent
Outside Director

●

●

●
●

●

●
●
●

Izumi Takamiya●

Takashi Ueda

●

●

●
●

●

●

[Audit & Supervisory Board Members]
Title(tentative)
Audit &
Supervisory
Board Member(full-time)
Audit &
Supervisory
Board Member(full-time)
Independent
Outside Audit &Supervisory
Board Member
Outside Audit &Supervisory
Board Member

Main areas of skills and experience of candidates (*)
NameManagement●

Shinya Nakagawa

Michitaka Beppu●

Katsu Kobayashi●

Hiroyuki
Kasamatsu

Finance /accounting

Human
Legal affairs /Gender / otherresource /risk
Digital / ICT elements oflabor affairs management
diversity
●

●

●

●

●

●

●

●

* The list shows only three areas of skills and experience at maximum for each candidate.

- 14 -●

(Attached Documents)

Business Report(April 1, 2022 - March 31, 2023)

1. Current state of the corporate group(1)

Business progress and results
The Japanese economy during the fiscal year ended March 31, 2023 (hereinafter, “the fiscal year underreview”) saw an upturn in personal consumption, with the progressive normalization of socioeconomic
activity in the absence of movement restrictions due to COVID-19. At the same time, the outlook
remained clouded due to factors such as international disputes and the resulting rises in the costs of raw
materials and energy, as well as the dramatic depreciation of the yen.
Under such a situation, the Group continued to endeavor to provide safe, secure, stable, andcomfortable services and capture the rising demand for leisure services due to tourism stimulus measures
implemented by the national and local governments. In the leasing division, one of our areas of focus, we
also engaged in building a base for further earnings, proceeding with the development of the No. 2 Nagoya
Sanco Building (tentative name), the Sanco Yokkaichi Ekimae Building (tentative name), and other officebuildings and rental condominiums for sale.
As a result, for the fiscal year under review, the Group posted operating revenue of 93,124 million
yen, up 10.4% year on year. Operating profit came to 6,374 million yen, or up 112.7%, ordinary profit
was 6,914 million yen, or up 65.4%, and profit attributable to owners of parent came to 3,769 million
yen, up 70.5%.
Results by segment are as follows:

Transportation segment
In the transit bus division, operating revenue increased due to the resumption of highway bus
operation and spectator transport for the first F1 Japan Grand Prix in three years, in addition to an increasein users due to the relaxation of movement restrictions.
In the charter bus division, operating revenue increased due to a progressive recovery in transport for
student groups and events, as well as an increase in tour bus orders due to tourism stimulus measures.
In the taxi division, operating revenue increased with a recovery in demand for business use in the
Hokusei region and tourism demand in Ise.
As a result, operating revenue in the Transportation segment increased by 14.0% year on year to
22,467 million yen, operating profit was 384 million yen.

Real Estate segment
In the condominium and housing sale division, operating revenue increased due mainly to a rise in
the number of condominium units sold.
In the leasing division, operating revenue was little changed from the previous fiscal year, due toefforts to raise occupancy rates.
In the construction division, operating revenue decreased due to fewer buildings delivered for custombuilt houses.
In the environmental energy division, operating revenue was on par with the previous fiscal year due
to similar sunshine durations.
In the real estate management division in which we provide management and other services forbuildings and condominiums, operating revenue increased thanks to orders for new properties.
In the brokerage division, operating revenue increased due to an increase in the number of properties
and amount handled.
As a result, operating revenue in the Real Estate segment increased by 1.5% year on year, to 34,505
million yen, while operating profit increased by 2.7% to 6,240 million yen.

- 15 -

Distribution segment
In the petroleum products sales division, operating revenue increased due to higher sales prices ofgasoline, etc., caused by a steep rise in crude oil prices.
In the household goods sales division, operating revenue increased due to the opening of the Hands
Matsuzakaya Nagoya Store in November 2022 and a recovery in customer traffic at existing stores.
In the automobile sales division, operating revenue increased due to growth in sales of high-priced
large trucks.
As a result, operating revenue in the Distribution segment increased by 6.9% year on year to 30,507
million yen, but operating loss of 361 million yen was posted.

Leisure Services segment
In the business hotel division, amid rising demand for accommodation associated with business travel
and events, we worked to respond to national travel assistance program, etc. and adopt pricing suited todemand. As a result, operating revenue increased.
In the resort hotel division, operating revenue increased as we welcomed individual guests through a
product lineup utilizing the tourism stimulus measures, as well as endeavoring to raise consumption at
facilities.
In the drive-in division, we strengthened sales activities targeting tour buses, aiming for a recovery in
the number of bus visits, while also implementing events in collaboration with the local community toboost the attraction of facilities. As a result, operating revenue increased.
In the cable car (ropeway) division, operating revenue increased as we worked on communication
targeting individuals and holding various events across the changing seasons.
As a result, operating revenue in the Leisure Services segment increased by 57.3% year on year to
11,530 million yen, and operating profit was 52 million yen.

(2)

Issues to be addressed
Guided by the fundamental principles of “aiming to enrich the lives of our customers andcontribute to the development of society,” the Group is working to achieve sustainable growth andthe enhancement of corporate value.
Under the four-year Mid-term Management Plan (2019-2022) with FY2019 being the first year,
despite a substantial impact from COVID-19, we have succeeded in progressively building anearnings base for the future. This has included the construction of offices and other buildings in theleasing division, one of our areas of focus, and the development of solar power generating facilities
in the environmental energy division, among other initiatives. In the post-pandemic era, although we
anticipate the recovery of various demands that had slumped during the COVID-19 crisis, the Group’sbusiness environment is also entering a period of great change due to factors such as the spread of newlifestyles, labor shortages, and soaring raw materials prices.
Under these conditions, we have established a new four-year Mid-term Management Plan startingfrom FY2023. Under the six basic policies presented below, we respond to the continually changing
environment, develop businesses to contribute to the local community, and achieve sustainablegrowth and development.
－Basic policies－ Providing safe, secure, stable, and comfortable services
 Deepening and creating growing fields
 Building a business model adapting to changes in market
 Initiatives for sustainability
 Promoting DX
 Improving financial standing
Issues to be addressed by each segment and concrete initiatives are described below.
(Transportation segment)
As our priority issue in the Transportation segment is securing safety, we will proceed with theintroduction of vehicles featuring new safety devices and implement thorough safety education andhealth management so that we can continue to offer services that bring peace of mind to consumers.
In the transit bus division, we will promote the visualization of bus information through enhancements- 16 -

to our online services to increase customer convenience. Through measures such as the introduction ofarticulated buses and electric vehicles, we will enhance the efficiency of operation and reduce
environmental burden.
In the charter bus division, we will capture transport demand arising from events held in the futureand build an operation system commensurate with demand, aiming to secure earnings and improve
productivity.
In the contracted passenger transportation division, we will continue to ensure safe operations
and work to secure stable earnings.
(Real Estate segment)
In the Real Estate segment, we will strengthen both our recurring revenue and sales businesses aspillars of growth for the Group.
In the condominium and housing sale division, we work to secure revenue by speeding up theacquisition and sale of carefully selected sites, while engaging in planned sales of rental condominiums
for sale as our next cash cycle business after condominiums and ready-built houses for sale.
In the leasing division, we will continue with the development of office buildings such as the No. 2
Nagoya Sanco Building (tentative name) and the Sanco Yokkaichi Ekimae Building (tentative name).
We also work to secure stable earnings by improving the occupancy rate of existing facilities.
In the environmental energy division, in addition to streamlining the operation of solar power
generation facilities, we will research renewable energy sources other than sunlight and develop
solar power generation facilities for internal consumption to reduce CO2 emissions within the Group.
In the real estate management division, we will continue to strengthen administration and sales
systems to improve profitability and services with the aim of acquiring new orders.
(Distribution segment)
In the petroleum products sales division, we will adopt store strategies tailored to the area in which
we operate. At the same time, we will strengthen total car services such as car maintenance andcoating, thereby building a stable earnings base.
In the household goods sales division, under the Hands brand we operate as a franchisee, we will
strengthen our product lineup and review our selling space allocations based on the increase inopportunities for customers to go out, thus expanding revenue and reducing costs through greater
operational efficiency.
In the automobile sales division, we strive to increase profitability by expanding sales of both new
and used cars, and acquiring more orders for the maintenance service, in addition to internalizing
outsourced operations.
(Leisure Services segment)
In the business hotel division, we will develop new hotels while systematically renewing existing
hotels to provide customers with more enjoyable experiences, aiming to improve occupancy rates
and maximize the unit price of accommodation.
The resort hotel division will work to strengthen its offerings targeting individuals, including
more extensive cuisine plans making the most of regional characteristics.
For Gozaisho Ropeway of the cable car (ropeway) division, we will attract visitors by holding
various events for all seasons, as we aim to expand earnings. We will also pursue initiatives incollaboration with the local community, such as providing menus using the specialty products of theregion at the scenic restaurants.
For Mie Country Club of the golf course division, we work to increase customer footfall byholding events targeted at a wide range of customers in and outside of the prefecture, taking
advantage of its excellent traffic accessibility.
In the driving school division, we strive to expand revenue opportunities by enhancing training
programs for senior drivers.
(Group companies)
In the post-pandemic era, we will continue to pursue businesses based on “providing safe, secure,stable, and comfortable services.” In order for the Group to remain as a corporate group that istrusted by shareholders and investors, as well as customers, local communities, business partners
and other various stakeholders, the Group strives to fulfill its social responsibility pursuant to theManagement Guidelines and the Group Compliance Code of Conduct. On the financial front, we
strive to strengthen our financial standing through a cash management system we utilize for the- 17 -

effective use of funds within the Group.
As an initiative to realize a sustainable society, the Group has formulated the Group
Sustainability Basic Policies comprising five key themes, namely, “Environmental conservation,”“Respect for human rights,” “Creation of motivating workplace and human resource development,”“Fair and proper transactions,” and “Crisis management.” Based on these policies, we will tackle
various social issues through our business operations and endeavor to secure diverse humanresources, aiming to increase corporate value over the medium to long term.

(3) Capital investments
1) Major construction and other work completed during the fiscal year under review
None2) New vehicles manufactured during the fiscal year under review
Transit buses:
23 vehicles
Charter buses:
2 vehicles
3) Major construction and other work underway at the end of the fiscal year under review
Construction of the No. 2 Nagoya Sanco Building (tentative name)Construction of the Nagoya Nakamura-ku Tsubaki-cho Building (tentative name)Construction of the Sanco Yokkaichi Ekimae Building (tentative name)(4)

Financing
The Group took out loans from financial institutions as needed to cover capital investments andother expenses.
Outstanding balance of borrowings on a consolidated basis as of the end of the fiscal year underreview decreased by 2,790 million yen from the end of the previous fiscal year to 79,520 million
yen.

- 18 -

(5)Assets and income
17th fiscal year
14th fiscal year 15th fiscal year 16th fiscal year
ended
ended
ended
March 31, 2023
ended
March 31, 2020 March 31, 2021 March 31, 2022 (the fiscal year
under review)

Item

Total assets(million yen)

170,921

165,692

165,153

167,901

Net assets(million yen)

50,48747,75048,394

52,777

Net assets per share(yen)

505.84477.14482.59525.52

Operating revenue(million yen)

103,926

81,17984,351

93,124

Transportation segment (million yen)

25,935

18,634

19,706

22,467

Real Estate segment (million yen)

36,01034,06633,98334,505Distribution segment (million yen)

35,864

27,12028,52830,507

Leisure Services segment (million yen)

12,087

6,495

7,331

11,530Elimination (million yen)

(5,970)(5,137)(5,198)(5,886)(million yen)

3,760

(1,746)

2,210

3,769

(yen)

37.89

(17.57)

22.19

37.78

Profit (loss) attributableto owners of parent
Basic earnings (loss) per
share(Notes)

1.
2.
3.
4.

Factors that contributed to the operating results for the fiscal year under review are as stated in (1) Businessprogress and results.
Net assets per share are calculated based on the total number of outstanding shares at the end of each fiscal
year, which is the number after deducting the number of treasury shares.
Basic earnings per share are calculated based on the average number of outstanding shares during the period
for each fiscal year, which is the number after deducting the number of treasury shares.
The Company applies the Accounting Standard for Revenue Recognition (ASBJ No. 29, March 31, 2020)and other standards from the 16th fiscal year.

- 19 -

(6) Significant subsidiaries (as of March 31, 2023)(i) Significant subsidiaries
Company nameShare capital

Voting rights ratio(Million yen)

Principal business(%)

Mie Kotsu Co., Ltd.

4,017

100.00Businesses related to motortransportation

Sanco Real Estate Co., Ltd.

3,800

100.00Real estate business

Mie Isuzu Motor Co., Ltd.

105

56.76

Mie Kotsu Shoji Co., Ltd.

99

100.00

Sales of petroleum products

Meihankintetsu Bus Co., Ltd.

90

100.00Motor transportation
business

Sanco Creative Life Co., Ltd.

50

100.00

Sales of household goods

Sanco Inn Co., Ltd.

10100.00Operation of business hotels(Note)(90.58)

Sales of automobiles

Figures in parentheses include share capital contributed by subsidiaries of the Company.

(ii) Specified wholly-owned subsidiaries
Company nameMie Kotsu Co., Ltd.

Address

Total sum of bookvalue

Total assets of theCompany(Million yen)

(Million yen)

1-1 Chuo, Tsu-shi, Mie

6,065

Sanco Real Estate Co., Ltd. 9-18 Marunouchi, Tsu-shi, Mie

8,418

24,042(7) Principal business (as of March 31, 2023)(i) The Company
Planning and execution of consolidated management of the Group through ownership of sharesin operating companies engaged in the transportation business, real estate business, distribution
business, and leisure services business(ii) The Group
Segment
Transportation business
Real estate businessDistribution business
Leisure services business

Description of business
Operation of buses and operation of taxis
Sales, leasing, brokerage, and management of real estate, construction
contractor business, and environmental energy business
Sales of petroleum products, sales of household goods, and sales ofautomobiles
Operation of business hotels, operation of resort hotels, operation ofdrive-in commercial facilities, cable car business, operation of golfcourses, travel agency business, operation of driving schools,
landscaping business, and nursing care business- 20 -

(8) Principal business locations (as of March 31, 2023)
1) The Company
Head Office: Tsu City, Mie2) Business locations and facilities of principal subsidiaries
Company name(9)

Locations (Prefecture)

Mie Kotsu Co., Ltd.

Mie, Aichi

Sanco Real Estate Co., Ltd.

Mie, Aichi, Tokyo, Osaka

Mie Isuzu Motor Co., Ltd.

Mie

Mie Kotsu Shoji Co., Ltd.

Mie, Wakayama

Meihankintetsu Bus Co., Ltd.

Aichi, Gifu, Mie

Sanco Creative Life Co., Ltd.

Aichi

Sanco Inn Co., Ltd.

Aichi, Mie, Shizuoka, Tokyo, Osaka, Kyoto

Employees (as of March 31, 2023)
Segment

Number of employees(Persons)

Transportation business

1,664(1,095)

Real estate business

401

(720)

Distribution business

476

(259)

Leisure services business

482

(254)

Group-wide affairs (across segments)

30

(6)

3,053

(2,334)

Total(Notes)

1.
2.
3.
4.

Number of employees indicates the number of persons working.
Number of temporary employees, calculated as the average number over the year and not included in thenumber of employees, is stated within parentheses.
Number of employees stated under “Group-wide affairs” is the number of employees of the Company.
Executive officers are not included in the number of employees.

(10) Principal lenders (as of March 31, 2023)
LenderBalance of borrowings(Million yen)

San ju San Bank, Ltd.

21,412

The Hyakugo Bank, Ltd.

19,693

JA Mie Shinren

8,414- 21 -

2. Shares in the Company (as of March 31, 2023)(1)

Total number of authorized shares

300,000,000 shares(2)

Total number of outstanding shares

99,839,309 shares(excluding 7,462,274 treasury shares)(3)

Number of shareholders

14,798(Increase of 743 from the end of the previous fiscal
year)

(4)

Major shareholders
Number ofshares held

Shareholder nameShareholding
ratio(Thousand shares)(%)

24,000

24.04

Kintetsu Group Holdings Co., Ltd.

14,222

14.24

The Hyakugo Bank, Ltd.

3,987

3.99

San ju San Bank, Ltd.

3,987

3.99

The Master Trust Bank of Japan, Ltd. (Trust Account)

3,625

3.63

Cosmo Oil Property Service CO., LTD.

2,357

2.36

Custody Bank of Japan, Ltd. (Trust Account 4)

2,066

2.07

Mie Kotsu Group Employee Shareholding Association

1,691

1.69

JA Mie Shinren

1,200

1.20

Meiji Yasuda Life Insurance Company

1,140

1.14

The Master Trust Bank of Japan, Ltd.
(Retirement Benefit Trust Account for Kintetsu Railway Co.,
Ltd.)

(Notes)1.
2.
3.

The Company holds 7,462,274 treasury shares, but it is excluded from the above list of major shareholders.
Shareholding ratio is calculated after deducting treasury shares.
Kintetsu Railway Co., Ltd. reserves the right to give instructions regarding voting rights on 24,000 thousand
shares held by The Master Trust Bank of Japan, Ltd. (Retirement Benefit Trust Account for Kintetsu
Railway Co., Ltd.) as its trustor.

- 22 -

(5)Shares delivered to Company officers during the fiscal year under review as compensation for
execution of duties
Details of shares delivered during the fiscal year under review as compensation for execution of duties
are as follows.
- Total shares delivered to Directors and other officers by category
Number of
Number ofCategorysharesrecipients(Shares)(Persons)

51,9009Outside Directors

00

Audit & Supervisory Board Members

00

Directors of the Company (excluding Outside Directors)-

Details of shares (restricted stock) delivered
1) Transfer restriction period: 30 years2) Conditions for lifting of the transfer restriction
The Company shall lift the transfer restriction for the whole of the restricted shares that havebeen allotted (hereinafter referred to as the “Allotted Shares”) at the expiry of the transfer restriction
period, on condition that the relevant Director of the Company who is not an Outside Director(hereinafter referred to as the “Eligible Director”) has, during the transfer restriction period,
remained uninterrupted in his/her post as Director, Audit & Supervisory Board Member, or
employee of the Company or its subsidiaries, or any other posts equivalent thereto.
3) Handling in case an Eligible Director resigns or retires during the transfer restriction period due to the
expiration of term of office, death, or any other reasons recognized as reasonable by the Board of Directorsof the Companya.
Timing of lifting the transfer restriction
The Company shall lift the transfer restriction immediately after the resignation orretirement of the relevant Eligible Director. In case of resignation or retirement due to death,
the Company shall lift the transfer restriction at a timing separately determined by the Board of
Directors of the Company after the death of the Eligible Director.
b.
Number of shares for which the transfer restriction will be lifted
The transfer restriction shall be lifted for the number of shares obtained by multiplying thenumber of Allotted Shares held as of the resignation or retirement stipulated in a. by the numberof months from July of the year that includes the payment due date for the Allotted Sharesthrough the month that includes the date of resignation or retirement divided by twelve (or 1, if
the result of division exceeds 1); provided, however, that shares less than one unit arising fromthe calculation shall be rounded down.
4) Acquisition by the Company without consideration
The Company shall automatically acquire without consideration the Allotted Shares for which
the transfer restriction is not lifted upon the expiry of the transfer restriction period or upon thelifting of the transfer restriction as stipulated in the above 3).
If an Eligible Director resigns or retires from all of the positions stipulated in the above 2) during
the transfer restriction period, unless it is due to the expiration of term of office, death, or any otherreasons recognized as reasonable by the Board of Directors of the Company, the Company shall
automatically acquire all of the Allotted Shares without consideration upon such resignation orretirement. In addition, if an Eligible Director is in a position stipulated in the above 2) immediately
before the expiry of the transfer restriction period, the Company shall automatically acquire all of
the Allotted Shares without consideration.
5) Handling at organizational restructuring
If a merger agreement in which the Company becomes the absorbed company, a stock exchange
agreement or stock transfer plan in which the Company becomes a wholly-owned subsidiary, or any
other matter related to its organizational restructuring is approved at the General Meeting of
Shareholders of the Company (or at the Board of Directors of the Company, if such organizational
restructuring does not require an approval of the General Meeting of Shareholders of the Company)- 23 -

during the transfer restriction period, the Company shall lift the transfer restriction based on the
resolution of the Board of Directors of the Company, immediately before the business day prior to
the effective date of such organizational restructuring, for the number of shares obtained bymultiplying the number of Allotted Shares held as of the applicable event by the number of months
from July of the year that includes the payment due date for the Allotted Shares through the monththat includes the date of such approval divided by twelve (or 1, if the result of division exceeds 1);
provided, however, that shares less than one unit arising from the calculation shall be rounded down.
Immediately after the lifting of the transfer restriction, the Company shall automatically acquire
without consideration all of the Allotted Shares for which the transfer restriction has not been lifted.

- 24 -

3. Company Officers(1)

Directors and Audit & Supervisory Board Members (as of March 31, 2023)
Position

Chairman and
Representative
Director

Responsibilities and significant
concurrent positions

Name
Naoyuki Okamoto

President andRepresentative
Director

Yasushi Hara

Chairman and Representative Directorof Mie Kotsu Co., Ltd.
Chairman and Representative Directorof Sanco Real Estate Co., Ltd.
Chairman and Representative Directorof Meihankintetsu Bus Co., Ltd.

Vice President andRepresentative
Director

Kenichi Takeya

President and Representative Directorof Mie Kotsu Co., Ltd.

Director

Toshiya Shibata

Responsible for Planning Office
Responsible for Accounting,Accounting Group

Director

Hiroyuki Taniguchi

Responsible for General Affairs andHuman Resources Group
Responsible for Information Systems,
Accounting Group
Responsible for Internal Control
OfficeSenior Managing Director of Mie
Kotsu Co., Ltd.

Director

Noriyuki Kawamura

President and Representative Directorof Sanco Community Co., Ltd.

Director

Takayuki Muto

President and Representative Directorof Sanco Creative Life Co., Ltd.
President and Representative Directorof Sanco CL 2 Co., Ltd.

Director

Yoko Murata

President and Representative Directorof Sanco Inn Co., Ltd.

Director

Michitaka Nakamura

President and Representative Directorof Sanco Real Estate Co., Ltd.

Atsumasa Uchida

OutsideDirector
Independent
Director

Adviser to the President of Mie
University

Director

Yoshiyuki Kusui

OutsideDirector
Independent
Director

Attorney-at-law, Tax Accountant

Director

Takashi Tsuji

OutsideDirector

Group Officer of Kintetsu Group
Holdings Co., Ltd.
President and Representative Directorof Kintetsu Railway Co., Ltd.

Director- 25 -

Position
Director

Director

Director

Responsibilities and significant
concurrent positions

Name
Ayako Tanaka

OutsideDirector
Independent
Director

President of Medical Corporation
Seijinkai
President of Social Welfare
Corporation Hakuaikai

Izumi Takamiya

OutsideDirector
Independent
Director

Vice President and Professor of
Faculty of Literature, Arts andCultural Studies of Kindai University

Takashi Ueda

OutsideDirector
Independent
Director

President of Mie Prefecture
Tomonokai Foundation

Outside Audit& Supervisory
Board Member
Independent
Audit &
Supervisory
Board Member

Certified Public Accountant, Tax
Accountant
Representative Partner of Kobayashi
Tax Accountant OfficeOutside Audit& Supervisory
Board Member

Director and Senior Managing
Executive Officer of Kintetsu Group
Holdings Co., Ltd.
Audit & Supervisory Board Memberof Kintetsu Department Store Co.,Ltd.

Audit & Supervisory
Board Member (full- Kei Kumoi
time)
Audit & Supervisory
Board Member (full- Shinya Nakagawa
time)

Audit & Supervisory
Katsu Kobayashi
Board Member

Audit & Supervisory
Takashi Wakai
Board Member(Notes)

1.
2.
3.

4.

5.

6.

Mr. Atsumasa Uchida, Mr. Yoshiyuki Kusui, Mr. Takashi Tsuji, Ms. Ayako Tanaka, Ms. Izumi Takamiya
and Mr. Takashi Ueda are Outside Directors.
Mr. Katsu Kobayashi and Mr. Takashi Wakai are Outside Audit & Supervisory Board Members.
Mr. Katsu Kobayashi is a Certified Public Accountant and Tax Accountant, and Mr. Shinya Nakagawa and
Mr. Takashi Wakai have experience in accounting. They are therefore Audit & Supervisory Board Memberswith considerable knowledge of finance and accounting.
In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act and Articles 28 and 37
of the Articles of Incorporation, the Company has entered into agreements with all Outside Directors andOutside Audit & Supervisory Board Members that limit their liability for damages provided in Article 423,
Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is theamount stipulated by laws and regulations.
The Company has executed with an insurance company a directors and officers liability insurance
agreement stipulated in Article 430-3, Paragraph 1, of the Companies Act that covers Directors, Audit &Supervisory Board Members, executive officers and major employees of the Company and its consolidated
subsidiaries as the insured.
The insurance policy compensates the insured for litigation costs and damages that may be borne by the
insured in the event of third-party actions, shareholder suits and corporate litigation. The insurance
premiums are fully borne by the Company. However, there are grounds for exemptions. For example, losses
or damage resulting from willful act or gross negligence will not be covered.
The Company has designated Directors Atsumasa Uchida, Yoshiyuki Kusui, Ayako Tanaka, Izumi
Takamiya and Takashi Ueda as Independent Directors and Audit & Supervisory Board Member Katsu
Kobayashi as an Independent Audit & Supervisory Board Member as prescribed by the Tokyo Stock
Exchange and the Nagoya Stock Exchange and submitted a notification of their appointment to these- 26 -

7.

8.

Exchanges.
Changes in positions of officers are as follows:
June 23, 2022
Name
New position
Former position
Takashi Ueda
Director(Appointment)
Changes in responsibilities and significant concurrent positions of officers are as follows:
June 23, 2022
Name
New position
Former position
President and Representative
President and Representative
Director of Mie Isuzu Motor
Noriyuki Kawamura
Director of Sanco Community
Co., Ltd.
Co., Ltd.
(Retired on June 24, 2022)- 27 -

(2)Compensation of Directors and Audit & Supervisory Board Members for the fiscal year underreview
1) Decision-making policy on details of individual compensation of Directors- Method for determining the policy and its outline
The Company has established a decision-making policy on details of individual compensationof Directors by a resolution of the Board of Directors. An outline of the policy is as follows.
Compensation of Directors (excluding Outside Directors) is comprised of fixed compensation,
performance-linked compensation, and restricted stock compensation. Fixed compensation ismainly based on duties, responsibilities, and experience of each Director, while performance-linked
compensation primarily reflects the Company’s performance and results for each fiscal year.
Restricted stock compensation is paid for the purpose of providing an incentive for Directors toachieve the Group’s sustainable growth and improvement of corporate value over the mid- to longterm and facilitating their sense of sharing value with shareholders.
Compensation of Outside Directors solely consists of fixed compensation in light of their duties
and responsibilities.
a.
Fixed compensation
Monetary payment is made on a monthly basis, the amount of which is determined based oneach Director’s position and the number of years in the current position. For Directors otherthan Outside Directors, their contribution to the Company’s performance is also considered.
b.
Performance-linked compensation
Monetary payment is made on a monthly basis. The ratio of performance-linked
compensation to basic compensation (total of fixed compensation and performance-linked
compensation) is set for each position within the range of 10% to 30%, and the amount iscalculated by multiplying the rate of year-on-year change, using the consolidated operating
profit and profit attributable to owners of parent as indicators to ensure the sharing of value withshareholders.
c.
Restricted stock compensation
Monetary compensation claims for granting restricted stock are provided every year aroundthe same time (within one month after the conclusion of the Ordinary General Meeting of
Shareholders for the year). The ratio of restricted stock compensation to total compensation isset for each position roughly within the range of 15% to 20%, and the amount is determined bytaking into consideration each Director’s position, the number of years in the current position,and other factors.
Restricted stock is granted within one month after the provision of the relevant monetarycompensation claim.
The Chairman and Representative Director and the President and Representative Director upon
discussions between the two (or the President and Representative Director, if the position of
Chairman and Representative Director is vacant) make decisions on individual compensation of
Directors, as the relevant decision-making is delegated to them pursuant to a resolution of the Boardof Directors. The Chairman and Representative Director and the President and Representative
Director (or the President and Representative Director in the abovementioned case) are given theauthority to determine the amounts of basic compensation (total of fixed compensation andperformance-linked compensation) and monetary compensation claims for restricted stockcompensation.
To ensure the abovementioned authority is appropriately exercised, a draft proposal on
individual compensation of Directors is provided to the Personnel and Compensation Advisory
Committee, which is comprised of inside Directors and Independent Outside Directors, forconsultation. The Chairman and Representative Director and the President and Representative
Director (or the President and Representative Director, if the position of Chairman and
Representative Director is vacant), who have been delegated the task by the Board of Directors
which receives a report from the Personnel and Compensation Advisory Committee, makes
decisions as described above based on this report.

- 28 -

-

Reasons why the Board of Directors has determined the details of individual compensation are
consistent with the decision-making policy
The Board of Directors has determined the details of individual compensation of Directors are
consistent with the abovementioned decision-making policy, because they were determined inaccordance with the procedures established under the abovementioned decision-making policy andreported to and confirmed by the Personnel and Compensation Advisory Committee.
2) Resolutions of the General Meeting of Shareholders on compensation of Directors and Audit &Supervisory Board Members
The amount of basic compensation for Directors is up to 252 million yen per year, of which up
to 50 million yen is for Outside Directors (resolution at the 16th Ordinary General Meeting of
Shareholders held on June 23, 2022). The number of Directors at the conclusion of that Ordinary
General Meeting of Shareholders was 15, including six Outside Directors.
In addition, the amount of compensation for granting restricted stock to Directors who are not
Outside Directors is up to 60 million yen per year (resolution at the 12th Ordinary General Meetingof Shareholders held on June 21, 2018). (Each annual amount does not include employee salaries
for Directors concurrently serving as employees.) The number of Directors at the conclusion of that
Ordinary General Meeting of Shareholders, excluding Outside Directors, was 14.
Furthermore, the amount of basic compensation for Audit & Supervisory Board Members is up
to 57.6 million yen per year (resolution at the 12th Ordinary General Meeting of Shareholders heldon June 21, 2018). The number of Audit & Supervisory Board Members at the conclusion of that
Ordinary General Meeting of Shareholders was four.
3) Delegation of decisions on individual compensation of Directorsa.
Names of parties who have been delegated the decision-making and their positions andresponsibilities at the Company as of the date on which decisions were madeChairman and Representative Director
Naoyuki Okamoto
President and Representative Director
Yasushi Harab.
Delegated authority
As stated under the heading of “Method for determining the policy and its outline” in 1)
above.
c.
Reasons for delegating the authority
The Board of Directors has determined that it is optimal for these two parties to makedecisions through discussions, as they have a comprehensive understanding of the Group’s
overall business performance and state of business execution by individual Directors.
d.
Measures to ensure the delegated authority is appropriately exercised
As stated under the heading of “Method for determining the policy and its outline” in 1)
above.

- 29 -

4) Total amounts and other details of compensation of Directors and Audit & Supervisory Board Members
Amount of compensation by category (million yen)and number of recipients (persons)Amount ofcompensation(million yen)

Category

Fixed compensation
Number ofrecipients

Total
amountNon-monetarycompensation(Restricted stock)

Performance-linked
compensation
Number ofrecipients

Total
amountNumber ofrecipients

Total
amountDirectors(excluding Outside
Directors)

139

9

86

9

27

9

25

Audit & Supervisory
Board Members(excluding Outside
Audit & Supervisory
Board Members)

31

2

31

-

-

-

-

OutsideDirectors

33

6

33

-

-

-

-

OutsideAudit &
Supervisory
Board
Members

10

2

10

-

-

-

-

215

19

162

9

27

9

25

Outsideofficers

Total(Notes)

1.

2.

3.

In addition to the above, the amount of compensation (excluding employee salaries) from subsidiaries atwhich they hold concurrent positions is as follows.
165 million yen (Directors: 156 million yen, Audit & Supervisory Board Members: 9 million yen)
Details of the above performance-linked compensation are as stated in 3. (2) 1) “Decision-making policy
on details of individual compensation of Directors,” and consolidated operating profit and profit attributableto owners of parent for the fiscal year under review, which are indicators used in these calculations, are asstated in 1. (1) “Business progress and results.”
Details of restricted stock that comprises the above non-monetary compensation and the state of deliveringsuch shares are as stated in 2. (5) “Shares delivered to Company officers during the fiscal year under review
as compensation for execution of duties.”- 30 -

(3) Outside officers(i) Relationships between the Company and organizations at which outside officers hold significant
concurrent positions (as of March 31, 2023)
Organization at which
Description of
CategoryNameconcurrent position is held
concurrent position
Director

Atsumasa Uchida

Mie University

Adviser to the President

Director

Yoshiyuki Kusui

Attorney-at-law,Tax accountant–

Director

Director

Takashi Tsuji

Ayako Tanaka

Kintetsu Group Holdings
Co., Ltd.

Group Officer

Kintetsu Railway Co., Ltd.

President andRepresentative Director

Medical Corporation
Seijinkai

President

Social Welfare Corporation
Hakuaikai

President

Director

Izumi Takamiya

Kindai University

Vice President andProfessor of Faculty of
Literature, Arts andCultural Studies

Director

Takashi Ueda

Mie Prefecture Tomonokai
Foundation

President

Audit &
Supervisory
Board Member

Audit &
Supervisory
Board Member(Notes)1.

2.

Katsu Kobayashi

Takashi Wakai

Certified Public Accountant,
Tax Accountant–

Kobayashi Tax Accountant
OfficeRepresentative Partner

Kintetsu Group Holdings
Co., Ltd.

Director and Senior
Managing Executive
Officer

Kintetsu Department Store
Co., Ltd.

Audit & Supervisory
Board Member

Kintetsu Group Holdings Co., Ltd., at which Director Takashi Tsuji and Audit & Supervisory Board
Member Takashi Wakai hold concurrent positions, as well as Kintetsu Railway Co., Ltd., at which Director
Takashi Tsuji holds a concurrent position, are major shareholders of the Company.
Other than the above, there are no special relationships between the Company and organizations at which
outside officers of the Company hold significant concurrent positions.

- 31 -

(ii) Main activities of outside officers
Category
Name

Director

Director

Director

Director

Director

Main activities

Atsumasa Uchida

Mr. Uchida attended 10 of 11 meetings of the Board of
Directors held during the fiscal year under review andexpressed his opinions as needed, mainly based on his
deep insight and a wealth of experience in university
management. In addition to the above, he strived tosupervise management such as by providing reports andadvice to the Board of Directors from an independentand objective standpoint through attendance at theOutside Officer Liaison Meeting and as a member of the
Personnel and Compensation Advisory Committee,
which deliberates on personnel affairs and compensationof the Company’s Directors. He has therefore fulfilled
his roles as expected by the Company.

Yoshiyuki Kusui

Mr. Kusui attended all 11 meetings of the Board of
Directors held during the fiscal year under review andexpressed his opinions as needed, mainly based on his
professional expertise as an attorney-at-law. In addition
to the above, he strived to supervise management such asby providing reports and advice to the Board of Directors
from an independent and objective standpoint throughattendance at the Outside Officer Liaison Meeting and asa member of the Personnel and Compensation Advisory
Committee, which deliberates on personnel affairs andcompensation of the Company’s Directors. He has
therefore fulfilled his roles as expected by the Company.

Takashi Tsuji

Mr. Tsuji attended all 11 meetings of the Board of
Directors held during the fiscal year under review andexpressed his opinions as needed, mainly based on his
in-depth knowledge and a wealth of experience incorporate management. In addition to the above, he
strived to supervise management such as by stating his
opinions to the Board of Directors from an objective
standpoint through attendance at the Outside Officer
Liaison Meeting. He has therefore fulfilled his roles as
expected by the Company.

Ayako Tanaka

Ms. Tanaka attended all 11 meetings of the Board of
Directors held during the fiscal year under review andexpressed her opinions as needed, mainly based on her
deep insight and a wealth of experience as an executiveof a medical institution, etc. In addition to the above, she
strived to supervise management such as by providing
reports and advice to the Board of Directors from an
independent and objective standpoint through attendanceat the Outside Officer Liaison Meeting and as a memberof the Personnel and Compensation Advisory Committee,
which deliberates on personnel affairs and compensationof the Company’s Directors. She has therefore fulfilled
her roles as expected by the Company.

Izumi Takamiya

Ms. Takamiya attended all 11 meetings of the Board of
Directors held during the fiscal year under review andexpressed her opinions as needed, mainly based on her
deep insight and a wealth of experience in university
management. In addition to the above, she strived tosupervise management such as by providing reports andadvice to the Board of Directors from an independentand objective standpoint through attendance at theOutside Officer Liaison Meeting and as a member of the
Personnel and Compensation Advisory Committee,
which deliberates on personnel affairs and compensationof the Company’s Directors. She has therefore fulfilled
her roles as expected by the Company.

- 32 -

CategoryDirector

Audit &
Supervisory
Board Member

Audit &
Supervisory
Board Member

Name

Main activities

Takashi Ueda

Mr. Ueda attended 8 of 9 meetings of the Board of
Directors held after his assumption of office as Director
and expressed his opinions as needed, mainly based on
his deep insight and a wealth of experience gained inmany years of career as a responsible person ofadministrative bodies. In addition to the above, he
strived to supervise management such as by providing
reports and advice to the Board of Directors from an
independent and objective standpoint through attendanceat the Outside Officer Liaison Meeting and as a memberof the Personnel and Compensation Advisory Committee,
which deliberates on personnel affairs and compensationof the Company’s Directors. He has therefore fulfilled
his roles as expected by the Company.

Katsu Kobayashi

Mr. Kobayashi attended all 11 meetings of the Board of
Directors and all 11 meetings of the Audit & Supervisory
Board held during the fiscal year under review andexpressed his opinions as needed, mainly based on his
professional expertise as a certified public accountant,
tax accountant, and real estate appraiser.

Takashi Wakai

Mr. Wakai attended all 11 meetings of the Board of
Directors and all 11 meetings of the Audit & Supervisory
Board held during the fiscal year under review andexpressed his opinions as needed, mainly based on his
in-depth knowledge and a wealth of experience infinance and accounting.

- 33 -

4. Accounting Auditor(1)

Name of Accounting Auditor
Isuzu Audit Corporation(2)

Compensation of Accounting Auditor for the fiscal year under review
1) Amount of compensation

32 million yen

2) Total amount of monetary and other economic benefits
to be paid by the Company and its subsidiaries

45 million yen(Notes)

1.

2.

3.

(3)

The amount stated in 1) includes the amount of compensation for audits pursuant to the Financial
Instruments and Exchange Act, because the audit agreement between the Company and the Accounting
Auditor does not distinguish between the amounts of compensation for audits pursuant to the Companies
Act and compensation for audits pursuant to the Financial Instruments and Exchange Act.
A subsidiary of the Company pays fees to the Accounting Auditor for checking services for business license
renewal applications in the charter bus division, which are services (non-audit services) apart from the audit
service set forth in Article 2, Paragraph 1 of the Certified Public Accountants Act.
The Audit & Supervisory Board verifies the appropriateness of the details of the audit plan prepared by the
Accounting Auditor, state of execution of the accounting audit duties, basis for calculating the compensation
estimates, etc., based on the Practical Guidelines on Coordination with Accounting Auditor published by
the Japan Audit & Supervisory Board Members Association. Upon due consideration, the Audit &Supervisory Board has given its consent stipulated in Article 399, Paragraph 1 of the Companies Act
regarding the amount of compensation of the Accounting Auditor.

Policy for decisions on dismissal or non-reappointment of Accounting Auditor
The Audit & Supervisory Board will consider and deliberate on dismissal or non-reappointment of the
Accounting Auditor if the Accounting Auditor has violated the Companies Act, the Certified Public
Accountants Act, or other laws and regulations, and also if the Audit & Supervisory Board has determined
the Accounting Auditor’s audit quality, independence, overall competence, or another aspect is inadequate.

5. Company Systems and Policies

Policy for decisions on dividends of surplus
The Company considers returning profits to shareholders to be an important management policy. With
regard to dividends, our basic policy is to provide stable returns to shareholders while striving to establish
a stable management platform over the long term and while taking into consideration the changes inoperating results and the internal reserves required for the future.

In this Business Report, amounts stated in millions of yen are rounded down to the nearest million yen,and numbers of shares stated in thousands of shares are rounded down to the nearest thousand shares.

- 34 -

Consolidated Balance Sheet(As of March 31, 2023)

Account(Assets)
Current assets
Cash and deposits
Notes and accounts receivable –trade

Amount167,901,609
46,304,145

Account(Liabilities)
Current liabilities(Thousand yen)Amount115,123,804
53,551,374

9,333,177

Notes and accounts payable - trade

6,646,768

7,733,103

Short-term borrowings

11,020,000

Current portion of long-termborrowings
Lease obligations

Merchandise and finished goods

3,304,832

Real estate for sale

22,795,771

Work in process

299,335

Income taxes payable

1,748,877

Raw materials and supplies

273,028

Provision for bonuses

1,022,924

Other

2,572,624

Allowance for doubtful accounts

Provision for product warranties(7,726)

Other

26,022

10,476
8,182,415

Non-current assets

121,597,463

Property, plant and equipment

100,413,279

Long-term borrowings

Buildings and structures

23,204,211

Lease obligations

Machinery, equipment and vehicles

20,358,918

Deferred tax liabilities
Deferred tax liabilities for land
revaluation
Retirement benefit liability
Provision for redemption of gift
certificates of travel
Provision for repairs

1,417,802

Tools, furniture and fixtures
Land

Non-current liabilities

24,893,889

672,035
54,654,604

Leased assets
Construction in progress

62,052
1,461,456

61,572,429
43,606,491
53,8052,400,727
1,983,793
154,119
285,194

Intangible assets

543,873

Asset retirement obligations

1,780,758

Other

543,873

Long-term guarantee deposits

8,634,597

Investments and other assets

20,640,311

Other

1,255,140

Investment securities

12,018,878(Net assets)

52,777,804

Retirement benefit asset

1,616,827

Shareholders’ equity

43,898,720

609,827

Share capital

3,000,000

Other

6,505,011

Capital surplus

10,488,281

Allowance for doubtful accounts(110,233)

Retained earnings

31,092,032

Deferred tax assets

Treasury shares
Accumulated other comprehensive
incomeValuation difference on available-forsale securities
Revaluation reserve for landRemeasurements of defined benefit
plans
Non-controlling interests
Total assets(Note)

167,901,609

Total liabilities and net assets

Amounts stated are rounded down to the nearest thousand yen.

- 35 -(681,593)
8,568,645
4,916,159
3,282,401
370,083
310,439
167,901,609

Consolidated Statement of Income(April 1, 2022 - March 31, 2023)(Thousand yen)Account

AmountOperating revenue
Passenger transportation

32,381,884

Net sales of goods

60,742,806

93,124,690

Operating expenses
Operating expenses and cost of sales of transportation

28,962,186

Cost of goods sold

38,761,067

Selling, general and administrative expenses

19,027,028

Operating profit

86,750,282
6,374,408

Non-operating income
Interest income

2,656

Dividend income
Share of profit of entities accounted for using equity
methodSubsidy income

188,378

Other

211,480

22,990480,870
906,377

Non-operating expenses
Interest expenses

323,945

Other

42,351

Ordinary profit

366,297
6,914,488

Extraordinary income
Subsidy income

94,183Gain on sale of non-current assets

25,034

Other

2,177

121,396

Extraordinary losses
Impairment losses

880,509

Loss on disposal of non-current assets

396,971

Other

179,970

Profit before income taxes

5,578,432

Income taxes - current

1,864,865

Income taxes - deferred(72,351)

Profit

1,792,514
3,785,918

Profit attributable to non-controlling interests

16,829Profit attributable to owners of parent(Note)

1,457,452

3,769,088

Amounts stated are rounded down to the nearest thousand yen.

- 36 -

Non-Consolidated Balance Sheet(As of March 31, 2023)

Account

Amount(Assets)
Current assets
Cash and deposits
Deposits paid
Accounts receivable - otherRaw materials and supplies
Prepaid expenses
Income taxes refund receivable
Other
Non-current assets
Investments and other assets
Shares of subsidiaries andassociates
Deferred tax assets
Other

24,042,045
6,931,137
8,569
5,343,942
1,167,870
3,342
11,566379,613
16,233
17,110,908
17,110,908(Liabilities)
Current liabilities
Accounts payable - other
Income taxes payable
Accrued consumption taxes
Accrued expenses
Deposits received
Provision for bonuses(Net assets)
Shareholders’ equity
Share capital

366,037
366,037
286,239
15,02916,647
5,727
29,021
13,371
23,676,008
23,676,008
3,000,000

17,082,180

Capital surplus

12,403,153

Legal capital surplus
Other capital surplus
Retained earnings
Other retained earnings
Retained earnings brought
forwardTreasury shares

750,000
11,653,153
9,435,926
9,435,926

Total liabilities and net assets

24,042,045

Total assets(Note)

Account(Thousand yen)Amount11,856
16,871

24,042,045

Amounts stated are rounded down to the nearest thousand yen.

- 37 -

9,435,926(1,163,071)

Non-Consolidated Statement of Income(April 1, 2022 - March 31, 2023)(Thousand yen)Account

AmountOperating revenue
Dividends from subsidiaries and associates

1,939,650

Commissions from subsidiaries and associates

1,132,336

3,071,986

1,151,899

1,151,899

Operating expenses
General and administrative expenses
Operating profit

1,920,087

Non-operating income
Interest income

4,758

Other

2,686

7,444

559

559

Non-operating expenses
Other
Ordinary profit

1,926,972

Extraordinary losses
Loss on valuation of shares of subsidiaries and associates

770,442

Profit before income taxes

1,156,530

Income taxes - current

30,809

Income taxes - deferred(5,902)

Profit(Note)

770,442

24,907
1,131,622

Amounts stated are rounded down to the nearest thousand yen.

- 38 -

Accounting Auditor’s Audit Report on the Consolidated Financial Statements

Independent Auditor’s Report

May 8, 2023

To the Board of Directors
Mie Kotsu Group Holdings, Inc.
Isuzu Audit Corporation
Head Office and Tsu Office
Hironobu Yasui, CPA
Designated Partner, Engagement Partner
Kazuya Shimozu, CPA
Designated Partner, Engagement Partner
Tadashi Hashiji, CPA
Designated Partner, Engagement Partner
OpinionPursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the accompanying consolidated
financial statements, which comprise the consolidated balance sheet, consolidated statement of income,consolidated statement of changes in net assets, and notes to the consolidated financial statements of Mie Kotsu
Group Holdings, Inc. (the “Company”) for the fiscal year from April 1, 2022 through March 31, 2023.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position and results of operations of the corporate group, which consists of the Company and its
consolidated subsidiaries, for the period covered by the consolidated financial statements in conformity withaccounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility
under the auditing standards is stated in “Auditor’s Responsibility for the Audit of the Consolidated Financial
Statements.” We are independent of the Company and its consolidated subsidiaries in accordance with theprovisions related to professional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor.
We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit
opinion.
Other Information
The other information comprises business report and the supplemental schedule. Management is responsible
for the preparation and disclosure of the other information. In addition, Audit & Supervisory Board Members
and the Audit & Supervisory Board are responsible for overseeing the Directors’ execution of duties relating to
the design and operating effectiveness of the controls over the Group’s reporting process of the other information.
Our audit opinion on the consolidated financial statements does not cover the other information, and we do
not provide an opinion on the other information.
In connection with our audit of the consolidated financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with theconsolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.

- 39 -

Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for
the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for designing and operating suchinternal control as management determines is necessary to enable the preparation and fair presentation of
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing consolidated financial statements, management is responsible for assessing whether it isappropriate to prepare the consolidated financial statements in accordance with the premise of a going concern,and for disclosing matters relating to going concern when it is required to do so in accordance with accounting
principles generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for monitoring theexecution of Directors’ duties related to designing and operating the financial reporting process.

- 40 -

Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to express an opinion on the
consolidated financial statements from an independent standpoint in an audit report, based on our audit.
Misstatements can occur as a result of fraud or error, and are deemed material if they can be reasonably expected
to, either individually or collectively, influence the decisions of users taken on the basis of the consolidated
financial statements.
We make professional judgment in the audit process in accordance with auditing standards generally acceptedin Japan, and perform the following while maintaining professional skepticism.
⋅ Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement
audit procedures to address the risks of material misstatement. The audit procedures shall be selected andapplied as determined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained
to provide a basis for the audit opinion.
⋅ In making those risk assessments, the auditor considers internal control relevant to the entity’s audit inorder to design audit procedures that are appropriate in the circumstances, although the purpose of the auditof the consolidated financial statements is not to express an opinion on the effectiveness of the entity’s
internal control.
⋅ Assess the appropriateness of accounting policies adopted by management and the method of theirapplication, as well as the reasonableness of accounting estimates made by management and the adequacyof related notes.
⋅ Determine whether it is appropriate for management to prepare the consolidated financial statements on
the premise of a going concern and, based on the audit evidence obtained, determine whether there is asignificant uncertainty in regard to events or conditions that may cast significant doubt on the entity’s
ability to continue as a going concern. If there is a significant uncertainty concerning the premise of a going
concern, the auditor is required to call attention to the notes to the consolidated financial statements in theaudit report, or if the notes to the consolidated financial statements pertaining to the significant uncertainty
are inappropriate, issue a modified opinion on the consolidated financial statements. While the conclusionsof the auditor are based on the audit evidence obtained up to the date of the audit report, depending on
future events or conditions, an entity may be unable to continue as a going concern.
⋅ Besides assessing whether the presentation of and notes to the consolidated financial statements are inaccordance with accounting principles generally accepted in Japan, assess the presentation, structure, andcontent of the consolidated financial statements including related notes, and whether the consolidated
financial statements fairly present the transactions and accounting events on which they are based.
⋅ Obtain sufficient and appropriate audit evidence regarding the financial information of the Company andits consolidated subsidiaries in order to express an opinion on the consolidated financial statements. The
auditor is responsible for instructing, supervising, and implementing the audit of the consolidated financial
statements, and is solely responsible for the audit opinion.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding thescope and timing of implementation of the planned audit, material audit findings including material weaknesses
in internal control identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding theobservance of provisions related to professional ethics in Japan as well as matters that are reasonably considered
to have an impact on the auditor’s independence and any safeguards that are in place to reduce or eliminate
obstacles.
Interest
Our firm and engagement partners have no interests in the Company or its consolidated subsidiaries requiring
disclosure under the provisions of the Certified Public Accountants Act of Japan.

- 41 -

Accounting Auditor’s Audit Report on the Non-Consolidated Financial Statements

Independent Auditor’s Report
To the Board of Directors
Mie Kotsu Group Holdings, Inc.

May 8, 2023

Isuzu Audit Corporation
Head Office and Tsu Office
Hironobu Yasui, CPA
Designated Partner, Engagement Partner
Kazuya Shimozu, CPA
Designated Partner, Engagement Partner
Tadashi Hashiji, CPA
Designated Partner, Engagement Partner
OpinionPursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the accompanying
financial statements, which comprise the balance sheet, statement of income, statement of changes in net assets,
and notes to the non-consolidated financial statements, and the accompanying supplementary schedules of Mie
Kotsu Group Holdings, Inc. (the “Company”) for the 17th fiscal year from April 1, 2022 through March 31,2023.
In our opinion, the financial statements and the accompanying supplementary schedules referred to above
present fairly, in all material respects, the financial position of the Company as of March 31, 2023, and theresults of its operations for the year then ended in conformity with accounting principles generally accepted inJapan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility
under the auditing standards is stated in “Auditor’s Responsibility for the Audit of the Financial Statements andthe Accompanying Supplementary Schedules.” We are independent of the Company in accordance with theprovisions related to professional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor.
We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit
opinion.
Other Information
The other information comprises business report and the supplemental schedule. Management is responsible
for the preparation and disclosure of the other information. In addition, Audit & Supervisory Board Members
and the Audit & Supervisory Board are responsible for overseeing the Directors’ execution of duties relating to
the design and operating effectiveness of the controls over the Group's reporting process of the other information.
Our audit opinion on the financial statements does not cover the other information, and we do not provide an
opinion on the other information.
In connection with our audit of the financial statements, our responsibility is to read the other information and,in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.

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Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for
the Financial Statements and the Accompanying Supplementary Schedules
Management is responsible for the preparation and fair presentation of financial statements and accompanying
supplementary schedules in accordance with accounting principles generally accepted in Japan, and fordesigning and operating such internal control as management determines is necessary to enable the preparationand fair presentation of financial statements and accompanying supplementary schedules that are free frommaterial misstatement, whether due to fraud or error.
In preparing financial statements and accompanying supplementary schedules, management is responsible forassessing whether it is appropriate to prepare the financial statements and the accompanying supplementaryschedules in accordance with the premise of a going concern, and for disclosing matters relating to going
concern when it is required to do so in accordance with accounting principles generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for monitoring theexecution of Directors’ duties related to designing and operating the financial reporting process.

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Auditor’s Responsibility for the Audit of the Financial Statements and the Accompanying Supplementary
Schedules
Our responsibility is to obtain reasonable assurance about whether the financial statements and theaccompanying supplementary schedules as a whole are free from material misstatement, whether due to fraud
or error, and to express an opinion on the financial statements and the accompanying supplementary schedules
from an independent standpoint in an audit report, based on our audit. Misstatements can occur as a result offraud or error, and are deemed material if they can be reasonably expected to, either individually or collectively,
influence the decisions of users taken on the basis of the financial statements and the accompanying
supplementary schedules.
We make professional judgment in the audit process in accordance with auditing standards generally acceptedin Japan, and perform the following while maintaining professional skepticism.
⋅ Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement
audit procedures to address the risks of material misstatement. The audit procedures shall be selected andapplied as determined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained
to provide a basis for the audit opinion.
⋅ In making those risk assessments, the auditor considers internal control relevant to the entity’s audit inorder to design audit procedures that are appropriate in the circumstances, although the purpose of the auditof the financial statements and the accompanying supplementary schedules is not to express an opinion on
the effectiveness of the entity’s internal control.
⋅ Assess the appropriateness of accounting policies adopted by management and the method of theirapplication, as well as the reasonableness of accounting estimates made by management and the adequacyof related notes.
⋅ Determine whether it is appropriate for management to prepare the financial statements and theaccompanying supplementary schedules on the premise of a going concern and, based on the audit evidence
obtained, determine whether there is a significant uncertainty in regard to events or conditions that may
cast significant doubt on the entity’s ability to continue as a going concern. If there is a significant
uncertainty concerning the premise of a going concern, the auditor is required to call attention to the notes
to the financial statements and the accompanying supplementary schedules in the audit report, or if thenotes to the financial statements and the accompanying supplementary schedules pertaining to thesignificant uncertainty are inappropriate, issue a modified opinion on the financial statements and theaccompanying supplementary schedules. While the conclusions of the auditor are based on the audit
evidence obtained up to the date of the audit report, depending on future events or conditions, an entity
may be unable to continue as a going concern.
⋅ Besides assessing whether the presentation of and notes to the financial statements and the accompanying
supplementary schedules are in accordance with accounting principles generally accepted in Japan, assess
the presentation, structure, and content of the financial statements and the accompanying supplementaryschedules including related notes, and whether the financial statements and the accompanying
supplementary schedules fairly present the transactions and accounting events on which they are based.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding thescope and timing of implementation of the planned audit, material audit findings including material weaknesses
in internal control identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding theobservance of provisions related to professional ethics in Japan as well as matters that are reasonably considered
to have an impact on the auditor’s independence and any safeguards that are in place to reduce or eliminate
obstacles.
Interest
Our firm and engagement partners have no interests in the Company requiring disclosure under the provisionsof the Certified Public Accountants Act of Japan.

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The Audit & Supervisory Board’s Audit Report

Audit Report
The Audit & Supervisory Board has prepared this Audit Report on the execution of duties by Directors forthe 17th fiscal year from April 1, 2022 to March 31, 2023 upon deliberations based on audit reports preparedby each Audit & Supervisory Board Member, and hereby reports as follows.
1. Methods and Descriptions of Audits by Audit & Supervisory Board Members and the Audit & Supervisory
Board(1) The Audit & Supervisory Board established auditing policies, allocation of duties, and other matters,
and received reports from each Audit & Supervisory Board Member on the status of conducting audits
and results thereof. In addition, the Audit & Supervisory Board received reports from Directors andother personnel as well as the Accounting Auditor on the status of execution of their duties, andrequested explanations as necessary.
(2) Each Audit & Supervisory Board Member, in accordance with the auditing policies, allocation ofduties, and other matters established by the Audit & Supervisory Board, strived to collect informationand develop an auditing environment by communicating with Directors, the Internal Control Office,other employees, etc., and conducted audits by the following methods.
1)

Audit & Supervisory Board Members attended meetings of the Board of Directors and otherimportant meetings, received reports from Directors, employees, and other personnel on thestatus of execution of their duties, requested explanations as necessary, reviewed important
approval documents and other materials, and studied the status of operations and assets at thehead office. In addition, with regard to subsidiaries, Audit & Supervisory Board Members
worked to communicate and exchange information with Directors, Audit & Supervisory Board
Members, and other personnel of subsidiaries, and received reports from subsidiaries on theirbusinesses as necessary.

2)With regard to the contents of resolutions by the Board of Directors on the development of thesystem to ensure that Directors perform their duties in compliance with laws, regulations and the
Articles of Incorporation and other systems stipulated in Article 100, Paragraph 1 and Paragraph
3 of the Regulations for Enforcement of the Companies Act as those required to ensure theproperness of operations conducted by the corporate group comprised of a listed company andits subsidiaries, as well as the systems developed based on the said resolutions (internal control
systems), which are described in the Business Report, Audit & Supervisory Board Members
periodically received reports from Directors, employees, etc. on the status of their establishment
and operation, requested explanations as necessary, and expressed their opinions.

3)

Audit & Supervisory Board Members monitored and verified whether the Accounting Auditor
is maintaining an independent position and conducting proper audits. In addition, Audit &Supervisory Board Members received reports from the Accounting Auditor on the status ofexecution of its duties, and requested explanations as necessary. Furthermore, Audit &Supervisory Board Members were notified by the Accounting Auditor that it has developed“systems for ensuring that the performance of the duties is being carried out correctly” (matters
stipulated in each item of Article 131 of the Regulations on Corporate Accounting) in accordancewith the “Quality Control Standard for Audit” (October 28, 2005, Business Accounting Council)
and other standards, and requested explanations as necessary.

Based on the above methods, Audit & Supervisory Board Members examined the Business Reportand its supplementary schedules, the non-consolidated financial statements (the non-consolidated balance
sheet, non-consolidated statement of income, non-consolidated statement of changes in net assets, andnotes to the non-consolidated financial statements) and their supplementary schedules, and theconsolidated financial statements (the consolidated balance sheet, consolidated statement of income,consolidated statement of changes in net assets, and notes to the consolidated financial statements) for
the fiscal year under review.

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2. Results of Audit(1) Results of Audit of the Business Report and Other Relevant Documents
1)

In our opinion, the Business Report and its supplementary schedules fairly represent theCompany’s condition in accordance with laws and regulations and the Articles of Incorporation.

2)

With regard to the execution of duties by Directors, we have found no evidence of wrongfulaction or material facts in violation of laws and regulations or the Articles of Incorporation.

3)

In our opinion, the contents of the resolutions by the Board of Directors related to the internal
control systems are fair and reasonable. In addition, we have found no matters to be noted withregard to the descriptions in the Business Report or the execution of duties by Directors related
to such internal control systems.

(2) Results of Audit of Non-Consolidated Financial Statements and Supplementary Schedules
In our opinion, the audit methods employed and results rendered by Isuzu Audit Corporation, the
Accounting Auditor, are fair and reasonable.
(3) Results of Audit of Consolidated Financial Statements
In our opinion, the audit methods employed and results rendered by Isuzu Audit Corporation, the
Accounting Auditor, are fair and reasonable.
May 10, 2023
The Audit & Supervisory Board, Mie Kotsu Group Holdings, Inc.
Audit & Supervisory Board
Member (full-time)
Audit & Supervisory Board
Member (full-time)
Audit & Supervisory Board
MemberAudit & Supervisory Board
Member(Note)Kei Kumoi
Shinya Nakagawa
Katsu Kobayashi
Takashi Wakai

Audit & Supervisory Board Members Katsu Kobayashi and Takashi Wakai are Outside Audit & Supervisory
Board Members as stipulated in Article 2, Item 16 and Article 335, Paragraph 3 of the Companies Act.

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