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)
June 1, 2021
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 15TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 15th Ordinary General Meeting of Shareholders of Mie Kotsu Group Holdings, Inc. (the “Company”)
will be held as described below.
From the perspective of preventing the spread of the novel coronavirus disease (COVID-19), we would fully
appreciate your refraining from visiting the meeting as much as possible.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights in writing or via the Internet, etc. by 6:00 p.m., on Tuesday, June 22, 2021, the Japan standard time.
1. Date and Time:
2. Place:

Wednesday, June 23, 2021 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 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 page 6
to page 9 of the Japanese version of this Notice. (Japanese language only)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
15th Fiscal Year (April 1, 2020 - March 31, 2021) 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 15th Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Fourteen (14) Directors
Proposal 2:
4. Other:Of the documents required to be appended to this Notice as attachments, 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, the Consolidated Statement of Changes in Net Assets andthe Notes to the Consolidated Financial Statements, which are part of the Consolidated Financial Statements,
and the Statement of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements,
which are part of the Non-consolidated Financial Statements, have been posted on the Company’s website(https://holdings.sanco.co.jp/) in accordance with laws and regulations and Article 15 of the Articles ofIncorporation of the Company, and are therefore not included in the attached documents.
Therefore, the documents appended to this Notice are part of the Business Report, the Consolidated-1-

Financial Statements, and the Non-consolidated Financial Statements audited by the Audit & Supervisory
Board Members in preparing their Audit Reports, and the Consolidated Financial Statements and the Nonconsolidated 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.
Please also bring this Notice with you.

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.

Any updates to the Reference Documents for the General Meeting of Shareholders and the Attached
Documents will be posted on the Company’s website (https://holdings.sanco.co.jp/). (Japanese only)-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 15th 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 ¥2 distributed earlier in the fiscal year,
bring the annual dividends for the 15th fiscal year to ¥5 per share.
1. Type of dividend property
Cash
2. Allocation of dividend property to shareholders and total amount thereof¥3 per share of common stock of the Company
Total amount of dividends: ¥298,502,136
3. Effective date of distribution of dividends of surplus
June 24, 2021

-3-

Proposal 2:
Election of Fourteen (14) 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 fourteen (14) Directors, reducing the total number of Directors by
two (2) by introducing the executive officer system, and increasing the number of Outside Directors by two(2) to strengthen the management and oversight functions of the Board of Directors and enhance corporate
governance of the Company.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1970
June 2003
June 2005
June 2007

Naoyuki Okamoto(December 29, 1946)(Reappointment)

June 2010
June 2010
June 2010
June 2010

1

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)

Number ofshares of theCompany held

137,200<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.

-4-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1984
June 2018
June 2019
June 2020

Yasushi Hara
(December 31,
1961)

June 2020
June 2020(Reappointment)
June 2020
2

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

Number ofshares of theCompany held

37,900[Significant concurrent positions]
Chairman and Representative Director of Mie Kotsu Co., Ltd.
Chairman and Representative Director of Sanco Real Estate Co., Ltd.
Chairman and Representative Director of Meihankintetsu Bus Co., Ltd.
<Reason for nomination as a candidate for Director>
Mr. Yasushi Hara has been working for Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.) since 1984
and has gained a wealth of business experience through his involvement in railway business. He became Executive
Officer of Kintetsu Railway Co., Ltd. in 2018 and Director and Managing Executive Officer of Kintetsu Railway Co.,
Ltd. in 2019, and has in-depth knowledge and a wealth of experience of corporate management. He has been engaged in
the Group’s management as President of the Company since 2020. The Company believes that he can contribute tostrengthening 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.
April 1979
June 2009
June 2011
June 2013
June 2013
June 20173

Kenichi Takeya(July 28, 1956)

June 2019(Reappointment)

June 2019

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)

74,300[Responsibility at the Company]
Responsible for Planning Office[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 companies in the Group. He also has been engaged in theGroup’s management as a Director of the Company since 2013. The Company believes that he can contribute tostrengthening 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.

-5-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1986

Toshiya Shibata(December 30, 1962)(Reappointment)
4

Joined Kintetsu Corporation (current Kintetsu Group Holdings
Co., Ltd.)
November 2008 General Manager of Planning and Accounting Group(responsible for Corporate Planning) (current Planning Office)of the Company
July 2011
General Manager of General Affairs and Human ResourcesGroup (responsible for Corporate Communications) of theCompany
June 2017
Director of Mie Kotsu Co., Ltd.
June 2017
Director of the Company (current position)
June 2018
Managing Director of Mie Kotsu Co., Ltd. (current position)

Number ofshares of theCompany held

45,500[Responsibilities at the Company]
Responsible for Planning Office
Responsible for General Affairs, Secretariat and Corporate Communications,
General Affairs and Human Resources Group
Responsible for Accounting Group[Significant concurrent position]
Managing Director of Mie Kotsu Co., Ltd.

<Reason for nomination as a candidate for Director>
Mr. Toshiya Shibata worked for Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.) since 1986 and was
mainly engaged in railway business and planning. He has been engaged in the Group’s management as a Director of theCompany since 2017. 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 of
the Company. Thus, the Company nominates him as a candidate for Director.
April 1987
June 2016
June 2018
June 2019
June 2019
Hiroyuki
Taniguchi(April 8, 1963)(Reappointment)
5June 2020
June 2020

Joined Mie Kotsu Co., Ltd.
Director of Mie Kotsu Co., Ltd.
Managing Director of Mie Kotsu Co., Ltd.
Representative Director of Mie Kyuko Jidosha Co., Ltd. (current
position)
Representative Director of Happu Bus Co., Ltd. (current
position)
Senior Managing Director of Mie Kotsu Co., Ltd. (current
position)
Director of the Company (current position)

31,800[Responsibilities at the Company]
Responsible for Human Resources, General Affairs and Human ResourcesGroup
Responsible for Internal Control Office[Significant concurrent positions]
Senior Managing Director of Mie Kotsu Co., Ltd.
Representative Director of Mie Kyuko Jidosha Co., Ltd.
Representative Director of Happu Bus Co., Ltd.

<Reason for nomination as a candidate for Director>
Mr. Hiroyuki Taniguchi has been working for the Group since 1987 and has gained a wealth of business experiencethrough his involvement in the bus business and planning and as a Director of companies in the Group. He has been
engaged in the Group’s management as a Director of the Company since 2020. The Company believes that he cancontribute 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)

Noriyuki
Kawamura(January 9, 1953)

Past experience, positions
and significant concurrent positions
April 1975
June 2007
June 2009
June 2011
June 2011
June 2013(Reappointment)

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

Number ofshares of theCompany held

84,500[Significant concurrent position]
President and Representative Director of Mie Isuzu Motor Co., Ltd.

6

<Reason for nomination as a candidate for Director>
Mr. Noriyuki Kawamura has been working for the Group since 1975 and has gained a wealth of business experiencethrough his involvement in personnel affairs and general affairs. He has been engaged in the Group’s management as a
Director of the Company since 2011. The Company believes that he can contribute to strengthening the effectiveness ofthe 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.
April 1984
June 2014
June 2016
June 2017

Takayuki Muto
(October 4, 1960)(Reappointment)
7

June 2018
June 2019
June 2019
June 2020

Joined Mie Kotsu Co., Ltd.
Director of Mie Kotsu Co., Ltd.
Managing Director of Mie Kotsu Co., Ltd.
President and Representative Director of Toba Seaside Hotel
Co., Ltd.
Director of the Company (current position)
Vice President and Representative Director of Sanco Creative
Life Co., Ltd.
President and Representative Director of Sanco CL 2 Co., Ltd.
(current position)
President and Representative Director of Sanco Creative Life
Co., Ltd. (current position)

44,200[Significant concurrent positions]
President and Representative Director of Sanco Creative Life Co., Ltd.
President and Representative Director of Sanco CL 2 Co., Ltd.
<Reason for nomination as a candidate for Director>
Mr. Takayuki Muto has been working for the Group since 1984 and has gained a wealth of business experience throughhis involvement in the bus business and as a Director of companies in the Group. He has been engaged in the Group’s
management as a Director of the Company since 2018. 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.

-7-

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

19,000[Significant concurrent position]
President and Representative Director of Sanco Inn Co., Ltd.

8

<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.

Atsumasa Uchida(February 19, 1947)(Outside Director)(Independent
Director)(Reappointment)
9

September 1977 Institutional Assistant, National Defense Medical College
May 1980
Lecturer, National Defense Medical College
October 1995 Assistant Professor, Faculty of Medicine, Osaka University
May 1996
Professor, Faculty of Medicine, Mie University
April 2005
Director of Mie University Hospital
April 2009
President of Mie University
April 2015
Adviser to the President of Mie University (current position)
June 2015
Outside Director of the Company (current position)

1,400[Significant concurrent position]
Adviser to the President of Mie University<Reason for nomination as a candidate for Outside Director and outline of expected role>
Mr. Atsumasa Uchida has experience in university management through his service as President of Mie University inaddition to his career as a university professor. Although he has never engaged in corporate management in the past
except as an outside officer, he has deep insight and a wealth of experience gained in the course of his career. For thereasons above, the Company 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.

-8-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

April 1980
Joined Mie Prefectural Government
April 1985
Registered as attorney-at-law
January 1992
Opened Kusui Law Office
December 2011 Outside Audit & Supervisory Board Member of Being Co., Ltd.
June 2014
Outside Audit & Supervisory Board Member of the Company
Yoshiyuki Kusui
June 2015
Outside Director (Audit and Supervisory Committee Member)(May 14, 1954)of Being Co., Ltd. (current position)
June 2016
Outside Director of the Company (current position)(Outside Director)
April 2020
Director and the Vice President of Mie University(Independent Director) April 2021
Adviser to the President of Mie University (current position)(Reappointment)

Number ofshares of theCompany held

17,900[Significant concurrent positions]
Attorney-at-law
Outside Director (Audit and Supervisory Committee Member) of Being Co.,
Ltd.
Adviser to the President of Mie University

10<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
Takashi Tsuji(August 26, 1957)(Outside Director)(Reappointment)

June 2016
June 2019
June 2019
June 2020

11

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. (current position)
President and Representative Director of Kintetsu Railway Co.,
Ltd. (current position)
Outside Director of the Company (current position)

0[Significant concurrent positions]
Director 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.

-9-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1987
July 2010

Michitaka Nakamura(March 14, 1963)(New candidate)
12

June 2014
June 2016
June 2018

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.
(current position)

Number ofshares of theCompany held

62,600[Significant concurrent position]
Senior Managing 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.

13

October 1973 Joined Suzuka Public Health Center, Mie Prefecture
April 1978
Joined Shiokawa Hospital
April 1988
Director of Shiokawa Hospital, Medical Corporation Seijinkai
Ayako Tanaka
May 1997
Executive Director of Social Welfare Corporation Hakuaikai(April 30, 1950)
December 1998 President of Medical Corporation Seijinkai (current position)
June 2010
President of Social Welfare Corporation Hakuaikai (current(Outside Director)
position)(Independent Director)(New candidate)[Significant concurrent position]
President of Medical Corporation Seijinkai
President of Social Welfare Corporation Hakuaikai

0<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.

- 10 -

No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

May 1989

Research Associate of School of Humanities and Social
Sciences, Waseda University
April 2001
Lecturer of Faculty of Literature, Arts and Cultural Studies,
Kindai University
April 2005
Assistant Professor of Faculty of Literature, Arts and Cultural
Studies, Kindai University
Izumi Takamiya
April 2007
Associate Professor of Faculty of Literature, Arts and Cultural(July 22, 1958)
Studies, Kindai University
April
2011
Professor of Faculty of Literature, Arts and Cultural Studies,(Outside Director)
Kindai University (current position)(Independent Director)
October 2016 Dean of Faculty of Literature, Arts and Cultural Studies,(New candidate)
Kindai University
November 2017 Vice President of Kindai University (current position)
140[Significant concurrent position]
Vice President and Professor of Faculty of Literature, Arts and Cultural
Studies of 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.

- 11 -

(Notes)
1. There are no special interests between each of the candidates and the Company.
2. Mr. Atsumasa Uchida, Mr. Yoshiyuki Kusui, Mr. Takashi Tsuji, Ms. Ayako Tanaka and Ms. Izumi Takamiya are candidates
for Outside Director. Mr. Atsumasa Uchida will have served as Outside Director for six years, Mr. Yoshiyuki Kusui for five
years, and Mr. Takashi Tsuji for one year at the conclusion of this Ordinary General Meeting of Shareholders.
3. The Company has registered Mr. Atsumasa Uchida and Mr. Yoshiyuki Kusui as Independent Directors with the Tokyo Stock
Exchange and the Nagoya Stock Exchange. The Company will also register Ms. Ayako Tanaka and Ms. Izumi Takamiya as
Independent Directors with these Exchanges.
4. 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. Atsumasa Uchida, Mr. Yoshiyuki Kusui and Mr. Takashi
Tsuji that limit their liability for damages provided in Article 423, Paragraph 1 of the Companies Act. The maximum amountof 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. Furthermore, if the appointment of Ms. Ayako Tanaka and
Ms. Izumi Takamiya is approved, the Company will enter into the same agreement with them.
5. 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, officers and major employees of the Company andits consolidated subsidiaries as the insured to compensate the insured for damages, litigation costs, and any other relevantcosts 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 eachcandidate 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.
6. On June 23, 2021, Mr. Toshiya Shibata is scheduled to retire as Managing Director of Mie Kotsu Co., Ltd., Mr. Hiroyuki
Taniguchi to retire as Representative Director of Mie Kyuko Jidosha Co., Ltd. and Representative Director of Happu Bus
Co., Ltd., and Mr. Michitaka Nakamura to take office as President and Representative Director of Sanco Real Estate Co.,Ltd.
7. On June 18, 2021, Mr. Takashi Tsuji is scheduled to retire as Director of Kintetsu Group Holdings, Inc. and to take office asGroup Executive Officer of the said company.

- 12 -

[Reference]
Criteria for Independence of Outside Directors/Audit & Supervisory Board Members
Mie Kotsu Group Holdings, Inc. (hereinafter the “Company”) defines the criteria for independence of Outside
Directors/Audit & Supervisory Board Members of the Company as stated below. If an Outside Director/Audit& Supervisory Board Member (including a candidate) does not fall under any of the following attributes, theCompany judges that he/she is highly independent from the Company.
1. A person executing operations of the Company or consolidated subsidiaries of the Company (hereinafter
the “Group”) *1
2. A major shareholder of the Company*2 or a person executing operations thereof
3. The person executing operations of a principal business partner*3 of the Group
4. The person executing operations of a principal lender*4 to the Group
5. A certified public accountant who belongs to the accounting firm that is the accounting auditor of theGroup
6. An attorney, a certified public accountant, a tax accountant, a consultant, etc. who has received an amountof money or other property exceeding ¥10 million a year from the Group
7. A person executing operations of an organization that has received a donation exceeding ¥10 million a year
from the Group
8. The person executing operations of a company that has an officer dispatched from the Group
9. An immediate family member of a person who comes under any of 1 to 8 above *5
10. Any person who may have potential conflicts of interest with general shareholders of the Company(Notes)
1. A “person executing operations” means an executive director, an executive officer, a senior executive andan employee with similar power (including a person who was a person executing operations in the past 10
years).
2. A major shareholder means a shareholder that holds 10% or more of the total voting rights of theCompany.
3. A principal business partner means a customer or a supplier of the Group whose annual transaction amountwith the Group exceeds 2% of consolidated net sales of the Company or such party in the most recent
fiscal year or in any of the three fiscal years preceding such fiscal year.
4. A principal lender means a financial institution that cannot be substituted in the Group’s financing.
5. An immediate family member means the spouse of the person or a relative in the second degree of kinshipor a relative residing together with the person.
- END - END -- 13 -