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, 2022
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 16TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 16th 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 considering not visiting the meeting.
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 Wednesday, June 22, 2022, the Japan standardtime.
1. Date and Time:
2. Place:

Thursday, June 23, 2022 at 10:00 a.m. Japan standard time
Mie Center for the Arts
1234, Isshinden-kozubeta, 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 page 6
to page 7 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
16th Fiscal Year (April 1, 2021 - March 31, 2022) 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 16th Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendment to the Articles of Incorporation
Proposal 2:
Election of Fifteen (15) Directors
Proposal 3:
Revision in the Amount of Compensation for Outside Directors
Proposal 4:
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 of-1-

Incorporation 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
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 16th 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 ¥4 distributed earlier in the fiscal year,
bring the annual dividends for the 16th fiscal year to ¥8 per share.
1. Type of dividend property
Cash
2. Allocation of dividend property to shareholders and total amount thereof¥4 per share of common stock of the Company
Total amount of dividends: ¥398,693,988
3. Effective date of distribution of dividends of surplus
June 24, 2022

-3-

Proposal 2:
Partial Amendment to the Articles of Incorporation
1. Reasons for the amendment
The amended provisions specified in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, the Company proposes amendments to the Articles of Incorporation of the Company as follows
in order to prepare for the introduction of the system for electronic provision of materials for general meetingsof shareholders.
(1) The Company establishes the proposed Article 15 (Measures for Electronic Provision, Etc.), Paragraph1, as it will be mandatory to stipulate in the Articles of Incorporation that information contained in thereference documents for the general meeting of shareholders, etc. will be provided electronically.
(2) Among the matters to be provided electronically, which are information contained in the reference
documents for the general meeting of shareholders, etc., in order to limit the scope of matters to be
included in the paper copy to be sent to shareholders who have requested it to the extent specified by
the Ordinance of the Ministry of Justice, the Company establishes proposed Article 15 (Measures forElectronic Provision, Etc.), Paragraph 2.
(3) Subject to the introduction of the system for electronic provision of materials for general meetings ofshareholders, the present provisions of Article 15 (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of Shareholders, Etc.) of the Articles of Incorporation
will become unnecessary and will therefore be deleted.
(4) Supplementary provisions related to the effectiveness of the above establishment and deletion of theprovisions shall be established. These supplementary provisions shall be deleted after the lapse ofcertain date.
2. Details of the amendment
The details of the amendment are as follows.
(Underlined portions are amended.)Present Articles of Incorporation

Proposed Amendment(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 15
The Company may, when convening a general
meeting of shareholders, deem that it has provided
information to shareholders pertaining to mattersto be described or indicated in the reference
documents for the general meeting ofshareholders, business report, non-consolidated
financial statements, and consolidated financial
statements, by disclosing such information throughthe internet in accordance with the provisions
provided in the Ordinance of the Ministry ofJustice.

<Deleted>(Measures for Electronic Provision, Etc.)<Newly established>

Article 15
1. The Company shall, when convening a general
meeting of shareholders, provide information
contained in the reference documents for thegeneral meeting of shareholders, etc.
electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all or partof the matters stipulated in the Ordinance of the
Ministry of Justice in the paper copy to be sent toshareholders who have requested it by the record
date for voting rights.

-4-

Present Articles of Incorporation<Newly established>

Proposed Amendment(Supplementary provisions)
1. The deletion of the present Article 15 (Internet
Disclosure and Deemed Provision of Reference
Documents for the General Meeting of
Shareholders, Etc.) of the Articles ofIncorporation and the establishment of the
proposed Article 15 (Measures for Electronic
Provision, Etc.) shall come into effect on
September 1, 2022, which is the date ofenforcement of the amended provisions specified
in the proviso of Article 1 of the supplementaryprovisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (the“Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, the present Article 15 of the Articles ofIncorporation shall remain in force with respect toa general meeting of shareholders to be held on adate by the end of February 2023.
3 These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or the lapse of three months from the date of
the general meeting of shareholders set forth in
the preceding paragraph, whichever is later.

-5-

Proposal 3:
Election of Fifteen (15) 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 fifteen (15) Directors, increasing the number of Outside Directors
by one (1) 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.

Current position and responsibility
at the Company

Name

1

Reappointment

Naoyuki Okamoto

Chairman and Representative Director

2

Reappointment

Yasushi Hara

President and Representative Director

3

Reappointment

Kenichi Takeya

Vice President and Representative Director

4

Reappointment

Toshiya Shibata

5

Reappointment

Hiroyuki Taniguchi

6

Reappointment

Noriyuki Kawamura

Director

7

Reappointment

Takayuki Muto

Director

8

Reappointment

Yoko Murata

Director

9

Reappointment

Michitaka Nakamura

Director

10

Reappointment
Outside Director
Independent Director

Atsumasa UchidaDirector

11

Reappointment
Outside Director
Independent Director

Yoshiyuki Kusui

Director

12

Reappointment
Outside Director

Takashi Tsuji

Director

13

Reappointment
Outside Director
Independent Director

Ayako Tanaka

Director

14

Reappointment
Outside Director
Independent Director

Izumi Takamiya

Director

15

New candidate
Outside Director
Independent Director

Takashi Ueda

Director
Responsible for Planning Office
Responsible for Accounting, Accounting Group
Director
Responsible for General Affairs and Human Resources Group
Responsible for Information System, Accounting Group
Responsible for Internal Control Office

-6-

No.

1
2
3
4
5
6
7
8
9
10
11
12

Name

NaoyukiOkamotoYasushiHara
KenichiTakeyaToshiya
Shibata
Hiroyuki
Taniguchi
Noriyuki
Kawamura
Takayuki
Muto
Yoko
MurataMichitaka
Nakamura
Atsumasa
UchidaYoshiyuki
Kusui
Takashi
Tsuji

13

Ayako
Tanaka14

Izumi
Takamiya

15

TakashiUeda

Attendance at
the Board of
Directors
meetings

Main areas of skills and experience of candidates for Director (*)
Management

Finance /accounting

Humanresource /labor affairs

Legal affairs/ riskmanagement

11/11

●

●

●

11/11

●

●

●

11/11

●

●

●

●

11/11

●

11/11

●

●

11/11

●

●

●

11/11

●

●

●

11/11

●

11/11

●

11/11

●

11/11

●

10/11

●

9/9
(After theappointment
on June 23,
2021)
9/9
(After theappointment
on June 23,
2021)－

Digital /
ICT

●
●

●
●

●

●
●

●

●

●

●

●

●

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

-7-

●

●
●

●

Gender /otherelements ofdiversity

●

●

●

●

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

166,600<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.

-8-

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.
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

68,000[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.

Kenichi Takeya(July 28, 1956)

April 1979
June 2009
June 2011
June 2013
June 2013
June 2017
June 2019(Reappointment)
June 20193

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)

94,000[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.

-9-

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.

Number ofshares of theCompany held

55,100[Responsibilities at the Company]
Responsible for Planning Office
Responsible for Accounting, Accounting Group<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.

Hiroyuki
Taniguchi(April 8, 1963)(Reappointment)
5

April 1987
June 2016
June 2018
June 2019
June 2019
June 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.
Representative Director of Happu Bus Co., Ltd.
Senior Managing Director of Mie Kotsu Co., Ltd. (current
position)
Director of the Company (current position)

42,500[Responsibilities at the Company]
Responsible for General Affairs and Human Resources Group
Responsible for Information System, Accounting Group
Responsible for Internal Control Office[Significant concurrent positions]
Senior Managing Director of Mie Kotsu 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.

- 10 -

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

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

100,600(Reappointment)[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)

54,700[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.

- 11 -

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

27,200[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.
April 1987
July 2010

Michitaka Nakamura(March 14, 1963)(Reappointment)

June 2014
June 2016
June 2018
June 2021
June 2021

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)

73,6009[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.

- 12 -

No.

Name(Date of birth)

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

Past experience, positions
and significant concurrent positions
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)

Number ofshares of theCompany held

1,600

[Significant concurrent position]
Adviser to the President of Mie University

10<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.

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

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

20,400[Significant concurrent positions]
Attorney-at-law
Tax accountant

11<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.

- 13 -

No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1982
January 2015
June 2016

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

12

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)

Number ofshares of theCompany held

0

[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.
October 1973 Joined Suzuka Public Health Center, Mie Prefecture
April 1978
Joined Shiokawa Hospital
April 1988
Director of Shiokawa Hospital, Medical Corporation Seijinkai
May 1997
Executive Director of Social Welfare Corporation Hakuaikai
Ayako Tanaka(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) June 2021
Outside Director of the Company (current position)(Reappointment)

13

100

[Significant concurrent position]
President of Medical Corporation Seijinkai
President of Social Welfare Corporation Hakuaikai<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.

- 14 -

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
April 2007
Associate Professor of Faculty of Literature, Arts and Cultural
Izumi Takamiya
Studies, Kindai University(July 22, 1958)
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,(Reappointment)
Kindai University
November 2017 Vice President of Kindai University (current position)
June 2021
Outside Director of the Company (current position)

1,800

14
[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.
April 1975
April 2007
Takashi Ueda
(May 1, 1952)

April 2009

April 2012
(Outside Director)(Independent Director) June 2016
June 2021(New candidate)
15

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)

0[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 past in other ways than serving as an outside director, he has deep insight and a wealth of experience gained in thecourse of his career. For the reasons above, the Company expects that he can provide accurate advice on management of
the Company 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.

- 15 -

(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, Ms. Izumi Takamiya and Mr. Takashi
Ueda are candidates for Outside Director. Mr. Atsumasa Uchida will have served as Outside Director for seven years, Mr.
Yoshiyuki Kusui for six years, Mr. Takashi Tsuji for two years, and Ms. Ayako Tanaka and Ms. Izumi Takamiya for one year
at the conclusion of this Ordinary General Meeting of Shareholders.
3. The Company has registered Mr. Atsumasa Uchida, Mr. Yoshiyuki Kusui, Ms. Ayako Tanaka and Ms. Izumi Takamiya as
Independent Directors with the Tokyo Stock Exchange and the Nagoya Stock Exchange. The Company will also register Mr.
Takashi Ueda as an Independent Director 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, Mr. Takashi Tsuji,
Ms. Ayako Tanaka and Ms. Izumi Takamiya 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. Furthermore, if theappointment of Mr. Takashi Ueda is approved, the Company will enter into the same agreement with him.
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, 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.
6. Mr. Noriyuki Kawamura is scheduled to take office as President and Representative Director of Sanco Community Co., Ltd.
on June 23, 2022, and to retire as President and Representative Director of Mie Isuzu Motor Co., Ltd. on June 24, 2022.

- 16 -

Proposal 4:
Revision in the Amount of Compensation for Outside Directors
The amount of compensation for Directors of the Company has been set at a maximum of ¥252 million peryear (of which, up to ¥30 million for Outside Directors) in accordance with the approval for the amount ofcompensation for Directors resolved at the 12th Ordinary General Meeting of Shareholders held on June 21,
2018.
To prepare for an increase in the number of Outside Directors with an aim to strengthen the management
and oversight functions of the Board of Directors and enhance corporate governance, it is proposed that theamount of compensation for Outside Directors be up to ¥50 million per year, while leaving unchanged theamount of compensation for Directors (¥252 million per year).
This proposal was determined by the Board of Directors after the deliberation by the Personnel andRemuneration Advisory Committee, taking into account the Company’s management system, the number of
Directors and future development, etc. We therefore determined that this proposal is appropriate. The
Company’s decision-making policy on details of individual compensation of Directors is as described in “3.
(2) Compensation of Directors and Audit & Supervisory Board Members for the fiscal year under review” of
the Business Report.
If Proposal 3 is approved and resolved as originally proposed, the number of Directors will be 15, including
six Outside Directors.

- 17 -

[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 -- 18 -

(Attached Documents)

Business Report(April 1, 2021 - March 31, 2022)

1. Current state of the corporate group(1)

Business progress and results
The Japanese economy during the fiscal year ended March 31, 2022 (hereinafter, “the fiscal year
under review”) was under the prolonged effects of COVID-19. Despite signs of recovery seen for ashort period, economic activities were restricted again due to the resurgence of infections caused by new
variants, and the economy remained in a severe condition, coupled with rising costs of resource and raw
materials due to the growing tension in Ukraine and increasing demand in line with the recovery trendof the global economy.
Under such a situation, the Group started construction of the No. 2 Nagoya Sanco Building(tentative name) in the leasing division in January 2022. We also acquired the site of an existing
commercial facility located in Yokkaichi City, Mie Prefecture, and promoted construction of rental
condominiums for sale in Nagoya City. In the business hotel division, we started management ofapartment hotels on consignment, capitalizing on our know-how. In this way, we promoted operations
centering on the areas of focus, while reviewing capital investment and reducing costs in an effort toimprove profitability.
As a result, for the fiscal year under review, the Group posted operating revenue of 84,351 million
yen, up 3.9% year on year. Operating profit came to 2,996 million yen, or up 642.2%, ordinary profit
was 4,180 million yen, or up 109.7%, and profit attributable to owners of parent came to 2,210 million
yen.
The Company applies the Accounting Standard for Revenue Recognition (ASBJ No. 29, March 31,2020) from the fiscal year under review.
Results by segment are as follows:

Transportation segment
In the transit bus division, operation was less affected by school closures and restrictions oncommuting to work. In addition, as people started to go out again after the relaxation of behavioral
restrictions, operating revenue increased.
In the charter bus division, despite cancellation of the Tokowaka National Sports Festivals in Mie
Prefecture, operating revenue increased. This was due to the acquisition of demand for transportationfrom Olympic and Paralympic officials and from student groups going on a school trip, etc.
In the taxi division, as demand for business use, etc. recovered, operating revenue increased.
As a result, operating revenue in the Transportation segment increased by 5.8% year on year to
19,706 million yen, but operating loss of 291 million yen was posted.

Real Estate segment
In the condominium and housing sale division, operating revenue decreased due mainly to a decline
in the number of condominium units sold.
In the leasing division, operating revenue increased as we acquired assets for lease in Yokkaichi
City, Mie Prefecture.
In the construction division, due to increase in the number of completed works for custom-built
houses and renovation works, operating revenue increased.
In the environmental energy division, electricity sales income from Tsu Mega Solar Mori no Machi
Chusei Bypass Power Plant that we started operation in August 2020 has contributed to the operating
result throughout the fiscal year, causing operating revenue to increase.
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 as we traded a large-scale business property.
As a result, operating revenue in the Real Estate segment decreased by 0.2% year on year, to 33,983- 19 -

million yen, while operating profit increased by 15.6% to 6,075 million yen owing mainly to thecontribution of the leasing division.

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, we terminated operations of Tokyu Hands ANNEX store that
we operated as a franchisee in October 2021. As a result of this and other factors, operating revenue
decreased.
In the automobile sales division, despite favorable performance in car maintenance service and salesof used cars and auto parts, the number of new vehicles sold decreased on account of a global shortageof semiconductors, causing operating revenue to decrease.
As a result, operating revenue in the Distribution segment increased by 5.2% year on year to 28,528
million yen, but operating loss of 677 million yen was posted.

Leisure Services segment
In the business hotel division, operating revenue increased as we focused on sale of products
adapting to the pandemic, amid a recovery trend in demand.
In the resort hotel division, we obtained Hospitality Facility Certification certified by Mie Prefecture
as part of thorough countermeasures against infections, and captured demand for school trips, etc. As aresult of these efforts, operating revenue increased.
In the drive-in division, we operated sales booths at event venues and sold products based oncollaboration with a travel agency. Despite these efforts, operating revenue decreased due mainly to theapplication of the Accounting Standard for Revenue Recognition, etc.
In the cable car (ropeway) division, customer footfall during the winter season remained strong andoperating revenue increased.
As a result, operating revenue in the Leisure Services segment increased by 12.9% year on year to
7,331 million yen, but operating loss of 2,198 million yen was posted.

(2)

Issues to be addressed
The business environment surrounding the Group is in the midst of change to a new phase. New
normal lifestyle during the Covid-19 pandemic are taking root in people’s lifestyles along with therapid adoption of digital technology, and efforts to address environmental issues are acceleratingaround the world.
Under such a situation, guided by the fundamental principles of “aiming to enrich the lives of ourcustomers and contribute to the development of society,” the Group will strive to capture demand
keeping in mind the people’s post-pandemic behaviors. At the same time, we work to achievesustainable growth and the enhancement of corporate value with the use of ICT, AI and othertechnologies.
The five basic policies under the Mid-term Management Plan (2019-2022) with FY2019 being
the first year, issues to be addressed by each segment and concrete initiatives are as described below.
－Basic policies－
1. Providing safe, secure, stable, and comfortable services
2. Deepening and creating growing fields
3. Striving for sustainable and stable management
4. Building a business model adapting to changes in market
5. Effectively using ICT and AI(Transportation segment)
As our primary mission in the Transportation segment is securing safety, we continue to provide
to employees thorough education and health management. We will further strengthen our operation
control system and continue with infection preventive measures so that we can offer services thatbring peace of mind to consumers.
In the transit bus division, we strive to increase productivity by establishing new routes andreviewing unprofitable routes. We also work to improve convenience with the wider adoption ofbus location systems, etc. In addition, we will conduct a study of self-driving bus, MaaS and other- 20 -

forward-looking initiatives in cooperation with related parties concerned.
In the charter bus division, we will build a system commensurate with demand to streamline ouroperation. In addition, efforts will be made together with the travel division to exploit tourism stimulus
measures implemented by the national government and local governments, striving to create demandand secure revenue.
In the contracted passenger transportation division, we will continue to ensure safe operations
to earn the trust and confidence of our customers.
(Real Estate segment)
In the Real Estate segment, we will strengthen our recurring revenue business to build a more stable
management structure.
In the condominium and housing sale division, we will advance the timing of sales of long-term
condominium and housing sale projects, while promoting planned sales of properties built on carefully
selected sites, in an effort to secure revenue.
In the leasing division, we continue with the construction of the No. 2 Nagoya Sanco Building(tentative name) began in January 2022. We also work to secure profit by acquiring new properties andimproving occupancy rate of existing facilities.
In the environmental energy division, we will streamline the management of existing solar power
generation facilities, while making a study about renewable energy sources other than sunlight.
In the real estate management division, administration and sales systems will be strengthened to
improve profitability with an aim to acquire new orders.
(Distribution segment)
In the Distribution segment, as consumption behaviors are growing diversified, we will not only
strengthen competitiveness of existing stores, but will also open new stores and build an efficient
operation system.
In the petroleum products sales division, we will adopt store strategies tailored to the area in which
we operate. At the same time, going beyond the sales of petroleum products, we will enhance our totalsolution for automobiles with a car maintenance service and sales of automobiles, thereby building
a stable earnings base.
In the household goods sales division, under the Tokyu Hands brand we operate as a franchisee, wewill offer a product lineup catering to new lifestyles and create attractive stores to customers inorder to strengthen profitability.
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.
(Leisure Services segment)
In the Leisure Services segment, we will provide safe and secure services, while working to increasecustomer satisfaction, based on understanding of customer needs in times of pandemic and in the postpandemic future.
In the business hotel division, we will strengthen member services by offering discount plans andenhanced lodging privileges. We will also implement fine-tuned sales strategies and pricing so as
to improve profitability.
The resort hotel division aims to improve its ability to attract customers by creating various
plans, capitalizing on its facility scale.
For Gozaisho Ropeway of the cable car (ropeway) division, we will plan various events for allseasons to convey the appeal of Mt. Gozaisho. We also enhance the lineup of menus and products tobe offered at its scenic restaurants and stores at the foot of the mountain, working to expand revenue.
For Mie Country Club of the golf course division, we work to increase the 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)
The spread of COVID-19 has deeply affected the operating environment for the Group.
Nonetheless, we will continue taking actions by placing upmost priority on safety and security. In
order for the Group to remain as a corporate group that is trusted by shareholders and investors, aswell as customers, local communities, business partners and other various stakeholders, the Group- 21 -

strives to fulfill its social responsibility pursuant to the Management Guidelines and the Group
Compliance Code of Conduct. On the financial front, we strive to strengthen our financial standingby reducing interest-bearing liabilities through a cash management system we utilize for theeffective use of funds within the Group.
Initiatives have been underway across the globe to realize a sustainable society. In November
2021, the Group formulated the Group Sustainability Basic Policies comprising of 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, 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
Acquisition of land for leasing business in Fuji-cho, Yokkaichi City
2) New vehicles manufactured during the fiscal year under review
Transit buses:
10 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)(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 3,136 million yen from the end of the previous fiscal year to 82,310 million
yen.

- 22 -

(5)Assets and income
16th fiscal year
13th fiscal year 14th fiscal year 15th fiscal year
ended
ended
ended
ended
March 31, 2022
March 31, 2019 March 31, 2020 March 31, 2021 (the fiscal year
under review)

Item

Total assets(million yen)

160,770

170,921

165,692

165,153

Net assets(million yen)

48,85250,48747,75048,394

Net assets per share(yen)

490.26505.84477.14482.59Operating revenue(million yen)

106,244

103,926

81,17984,351

Transportation segment (million yen)

26,18025,935

18,634

19,706

Real Estate segment (million yen)

35,76836,01034,06633,983Distribution segment (million yen)

37,13435,864

27,12028,528

Leisure Services segment (million yen)

12,92012,087

6,495

7,331

Elimination (million yen)

(5,759)(5,970)(5,137)(5,198)(million yen)

4,551

3,760

(1,746)

2,210

(yen)

45.93

37.89

(17.57)

22.19

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 “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 on the average number of outstanding shares during the period foreach 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 fiscal year under review. Assets and income for the fiscal year under review
are presented in figures after the application of these Accounting Standards, etc.

- 23 -

(6) Significant subsidiaries (as of March 31, 2022)(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
25,061

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

8,418(7) Principal business (as of March 31, 2022)(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
Description of businessTransportation business
Real estate businessDistribution business

Leisure services 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- 24 -

(8) Principal business locations (as of March 31, 2022)
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, Aichi, 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, 2022)
Segment

Number of employees(Persons)

Transportation business

1,751(1,126)

Real estate business

409

(698)

Distribution business

506

(309)

Leisure services business

488

(326)

Group-wide affairs (across segments)

30

(5)

3,184

(2,464)

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, 2022)
LenderBalance of borrowings(Million yen)

San ju San Bank, Ltd.

22,765

The Hyakugo Bank, Ltd.

19,544

JA Mie Shinren

8,713- 25 -

2. Shares in the Company (as of March 31, 2022)(1)

Total number of authorized shares

300,000,000 shares(2)

Total number of outstanding shares

99,673,497 shares(excluding 7,628,086 treasury shares)(3)

Number of shareholders

14,055(Increase of 814 from the end of the previous fiscal
year)

(4)

Major shareholders
Number ofshares held

Shareholder nameShareholding
ratio(Thousand shares)(%)

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

24,000

24.08

Kintetsu Group Holdings Co., Ltd.

14,222

14.27

The Hyakugo Bank, Ltd.

3,987

4.00

San ju San Bank, Ltd.

3,987

4.00

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

3,571

3.58

Cosmo Oil Property Service CO., LTD.

2,357

2.37

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

2,077

2.08

Mie Kotsu Group Employee Shareholding Association

1,677

1.68

JA Mie Shinren

1,200

1.20

Meiji Yasuda Life Insurance Company

1,140

1.14

(Notes)1.
2.
3.

The Company holds 7,628,086 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.

- 26 -

(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)

48,4009Outside 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)- 27 -

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.

- 28 -

3. Company Officers(1)

Directors and Audit & Supervisory Board Members (as of March 31, 2022)
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 Mie Isuzu Motor 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.

Director

Director

Director

Atsumasa Uchida

OutsideDirector
Independent
Director

Adviser to the President of Mie
University

Yoshiyuki Kusui

OutsideDirector
Independent
Director

Attorney-at-law, Tax Accountant

Takashi Tsuji

OutsideDirector

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

- 29 -

Position

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

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 and Ms. Izumi Takamiya
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 all 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 and Izumi
Takamiya 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 Exchanges.

- 30 -

7.

8.

Changes in positions of officers are as follows:
June 23, 2021
Name
New position
Former position
Michitaka Nakamura
Director(Appointment)
Ayako Tanaka
Director(Appointment)
Izumi Takamiya
Director(Appointment)
On the same date, Messrs. Manabu Takabayashi, Shigehisa Fujiwara, Ryutaro Yabumoto, Takayuki Ito and
Hideaki Tabata retired from the position of Director due to the expiry of their term of office.
Changes in responsibilities and significant concurrent positions of officers are as follows:
June 23, 2021
Name
New position
Former position
Responsible for Planning Office
President and Representative
Kenichi Takeya
President and Representative
Director of Mie Kotsu Co., Ltd.
Director of Mie Kotsu Co., Ltd.
Responsible for Planning Office

Toshiya Shibata

Responsible for Planning Office
Responsible for Accounting,Accounting Group

Responsible for General
Affairs and Human Resources
Group
Hiroyuki Taniguchi

Responsible for Information
Systems, Accounting Group

Responsible for Internal
Control OfficeSenior Managing Director of
Mie Kotsu Co., Ltd.

Michitaka Nakamura

President and Representative
Director of Sanco Real EstateCo., Ltd.

Responsible for General
Affairs, Secretariat andCorporate Communications,
General Affairs and Human
Resources Group
Responsible for Accounting
Group
Managing Director of Mie
Kotsu Co., Ltd.
Responsible for Human
Resources, General Affairs
and Human Resources Group
Responsible for Internal
Control OfficeSenior Managing Director of
Mie Kotsu Co., Ltd.
Representative Director of Mie
Kyuko Jidosha Co., Ltd.
Representative Director ofHappu Bus Co., Ltd.
Senior Managing Director of
Sanco Real Estate Co., Ltd.

On June 18, 2021, Mr. Takashi Tsuji retired from the position of Director of Kintetsu Group Holdings Co.,
Ltd. and assumed the post of Executive Officer of the same company, and Mr. Takashi Wakai assumed thepost of Director and Senior Managing Executive Officer of the same company.
Mr. Yoshiyuki Kusui registered as a tax accountant on June 22, 2021.

- 31 -

(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.

- 32 -

-

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 30 million yen is for Outside Directors (resolution at the 12th Ordinary General Meeting of
Shareholders held on June 21, 2018). 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 the12th Ordinary General Meeting of 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 this Ordinary General Meeting of Shareholders was 17, including
three Outside Directors.
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 thisOrdinary 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.

- 33 -

4) Total amounts 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

Number ofrecipientsNon-monetarycompensation(Restricted stock)

Performance-linked
compensation

Fixed compensation
Total
amountNumber ofrecipients

Total
amountNumber ofrecipients

Total
amountDirectors(excluding Outside
Directors)

125

14

78

14

24

9

22

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

29

2

29

-

-

-

-

OutsideDirectors

24

5

24

-

-

-

-

OutsideAudit &
Supervisory
Board
Members

8

2

8

-

-

-

-

188

23

141

14

24

9

22

Outsideofficers

Total(Notes)

1.

2.

3.

4.

The above amounts of fixed compensation and performance-linked compensation include those for five
Directors who retired at the conclusion of 15th Ordinary General Meeting of Shareholders held on June 23,
2021.
In addition to the above, the amount of compensation (excluding employee salaries) from subsidiaries atwhich they hold concurrent positions is as follows.
162 million yen (Directors: 154 million yen, Audit & Supervisory Board Members: 8 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.”- 34 -

(3) Outside officers(i) Relationships between the Company and organizations at which outside officers hold significant
concurrent positions (as of March 31, 2022)
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

Director

Audit &
Supervisory
Board Member

Audit &
Supervisory
Board Member(Notes)1.

2.

Kintetsu Group Holdings
Co., Ltd.

Group Officer

Kintetsu Railway Co., Ltd.

President andRepresentative Director

Medical Corporation
Seijinkai

President

Social Welfare Corporation
Hakuaikai

President

Kindai University

Vice President andProfessor of Faculty of
Literature, Arts andCultural Studies

Takashi Tsuji

Ayako Tanaka

Izumi Takamiya

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

Katsu Kobayashi

Takashi Wakai

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.

- 35 -

(ii) Main activities of outside officers
Category
Name

Director

Director

Director

Director

Director

Main activities

Atsumasa Uchida

Mr. Uchida 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
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 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
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 9 meetings of the Board of
Directors held after her assumption of office as Director
and expressed her opinions as needed, mainly based onher deep insight and a wealth of experience as an
executive of a medical institution, etc. In addition to theabove, she strived to supervise management such as byproviding 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. She has
therefore fulfilled her roles as expected by the Company.

Izumi Takamiya

Ms. Takamiya attended all 9 meetings of the Board of
Directors held after her assumption of office as Director
and expressed her opinions as needed, mainly based onher 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 the Personnel andas a member of 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.

- 36 -

Category
Audit &
Supervisory
Board Member

Audit &
Supervisory
Board Member

Name

Main activities

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.

- 37 -

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)

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.
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.

- 38 -

Consolidated Balance Sheet(As of March 31, 2022)
Account(Assets)
Current assets

Amount165,153,110
42,022,380

Account(Liabilities)
Current liabilities(Thousand yen)Amount116,758,300
48,236,383

Cash and deposits
Notes and accounts receivable –trade

7,383,315

Notes and accounts payable - trade

5,546,325

6,841,965

Short-term borrowings

10,665,000

Merchandise and finished goods

2,830,253

Real estate for sale

21,641,004

Work in process

226,310

Income taxes payable

1,255,793

Raw materials and supplies

263,435

Provision for bonuses

835,678

Provision for product warranties

12,295

Other

Current portion of long-termborrowings
Lease obligations

2,847,640

Allowance for doubtful accounts(11,545)

Other

28,065

8,674,437

Non-current assets

123,130,730

Property, plant and equipment

103,812,663

Long-term borrowings

Buildings and structures

24,894,832

Lease obligations

Machinery, equipment and vehicles

21,910,178

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

1,023,836

Tools, furniture and fixtures
Land

Non-current liabilities

21,218,788

832,380
54,985,120

Leased assets
Construction in progress

65,746
1,124,404

68,521,917
50,426,896
44,7242,442,693
2,289,289
156,132
233,418

Intangible assets

439,279

Asset retirement obligations

1,766,688

Other

439,279

Long-term guarantee deposits

8,742,529

Investments and other assets

18,878,787

Other

1,395,708

Investment securities

10,310,330(Net assets)

48,394,810

Retirement benefit asset

1,257,633

Shareholders’ equity

40,890,838

789,987

Share capital

3,000,000

Other

6,633,496

Capital surplus

10,422,305

Allowance for doubtful accounts(112,660)

Retained earnings

28,165,160

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)

165,153,110

Total liabilities and net assets

Amounts stated are rounded down to the nearest thousand yen.

- 39 -(696,626)
7,210,347
3,738,072
3,338,085
134,189
293,623
165,153,110

Consolidated Statement of Income(April 1, 2021 - March 31, 2022)(Thousand yen)Account

AmountOperating revenue
Passenger transportation

25,767,146

Net sales of goods

58,584,494

84,351,640

Operating expenses
Operating expenses and cost of sales of transportation

25,420,027

Cost of goods sold37,051,792

Selling, general and administrative expenses

18,883,296

Operating profit

81,355,116
2,996,524

Non-operating income
Interest income

2,343

Dividend income

122,563

Subsidy income

1,221,973

Other

212,020

1,558,902

Non-operating expenses
Interest expenses

343,601

Share of loss of entities accounted for using equity method

9,324

Other

22,395

Ordinary profit

375,320
4,180,105

Extraordinary income
Subsidy income

68,828Compensation income

300,000

Other

25,272

394,100

Extraordinary losses
Impairment losses

471,507

Loss on disposal of non-current assets

382,486

Loss on tax purpose reduction entry of non-current assets

68,828Other

12,063

Profit before income taxes

3,639,321

Income taxes - current

1,615,936

Income taxes - deferred(204,693)

Profit1,411,242
2,228,078

Profit attributable to non-controlling interests

17,879Profit attributable to owners of parent(Note)

934,885

2,210,198

Amounts stated are rounded down to the nearest thousand yen.

- 40 -

Non-Consolidated Balance Sheet(As of March 31, 2022)
Account

AmountAccount

17,875,330
17,875,330(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

1,699,752
1,699,752
812,733
829,676
13,795
5,072
27,823
10,651
23,361,276
23,361,276
3,000,000

17,852,622

Capital surplus

12,347,893

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

750,000
11,597,893
9,202,203
9,202,203

Total liabilities and net assets

25,061,029(Assets)
Current assets
Cash and deposits
Deposits paid
Accounts receivable - otherRaw materials and supplies
Prepaid expenses
Other

25,061,029
7,185,699
2,412
5,275,248
1,883,667
3,469
14,752
6,149

Non-current assets
Investments and other assets
Shares of subsidiaries andassociates
Deferred tax assets
Other

Total assets(Note)(Thousand yen)Amount5,953
16,75325,061,029

Amounts stated are rounded down to the nearest thousand yen.

- 41 -

9,202,203(1,188,820)

Non-Consolidated Statement of Income(April 1, 2021 - March 31, 2022)(Thousand yen)Account

AmountOperating revenue
Dividends from subsidiaries and associates

1,512,252

Commissions from subsidiaries and associates

1,006,820

2,519,072

1,034,535

1,034,535

Operating expenses
General and administrative expenses
Operating profit

1,484,536

Non-operating income
Interest income

4,589

Other

3,426

8,016

359

359

Non-operating expenses
Other
Ordinary profit

1,492,193

Extraordinary losses
Loss on valuation of shares of subsidiaries andassociates
Profit before income taxes

276,135
1,216,058

Income taxes - current

31,055

Income taxes - deferred(2,812)

Profit(Note)

276,135

28,243
1,187,815

Amounts stated are rounded down to the nearest thousand yen.

- 42 -

Accounting Auditor’s Audit Report on the Consolidated Financial Statements (duplicated copy)

Independent Auditor’s Report
May 9, 2022
To the Board of Directors
Mie Kotsu Group Holdings, Inc.
Isuzu Audit Corporation
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, 2021 through March 31, 2022.
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.

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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.

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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.

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Accounting Auditor’s Audit Report on the Non-Consolidated Financial Statements (duplicated copy)

Independent Auditor’s Report
May 9, 2022
To the Board of Directors
Mie Kotsu Group Holdings, Inc.
Isuzu Audit Corporation
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 16th fiscal year from April 1, 2021 through March 31,2022.
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, 2021, 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 (duplicated copy)

Audit Report
The Audit & Supervisory Board has prepared this Audit Report on the execution of duties by Directors forthe 16th fiscal year from April 1, 2021 to March 31, 2022 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 11, 2022
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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