Note: This document has been translated from the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 3232)
May 30, 2018
To Shareholders with Voting Rights:
Toshihide Ogura
President and Representative Director

Mie Kotsu Group Holdings, Inc.
1-1, Chuo, Tsu City, Mie

NOTICE OF
THE 12TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 12th Ordinary General Meeting of Shareholders of Mie Kotsu Group
Holdings, Inc. (the “Company”). The meeting will be held as described below.
If you are unable to attend the meeting in person, you can exercise your voting rights in writing or via theInternet etc. Please review the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 6:00 p.m. on Wednesday, June 20, 2018, Japan standard time.

Details of the Meeting
1. Date and Time:
2. Place:

Thursday, June 21, 2018 at 10:00 a.m. Japan standard time
Tsu Center Palace Hall on
5th floor of Tsu Center Palace Building
7-15, Daimon, Tsu City, Mie, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
12th Fiscal Year (April 1, 2017 - March 31, 2018) and results of audits by the
Accounting Auditor and Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 12th Fiscal Year
(April 1, 2017 - March 31, 2018)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Seventeen (17) Directors
Proposal 2:
Election of One (1) Audit & Supervisory Board Member
Proposal 3:
Revision in the Amount of Compensation for Directors and Audit &Proposal 4:
Supervisory Board Members
Determination of Compensation for Granting Restricted Stock to Directors
Proposal 5:-1-

4. Other:
Of the documents required to be appended to this Notice of Convocation as attachments, theConsolidated Statement of Changes in Net Assets and the Notes to the Consolidated Financial Statements,
which are part of the Consolidated Financial Statements, and the Statement of Changes in Net Assets andthe Notes to the Non-consolidated Financial Statements, which are part of the Non-consolidated Financial
Statements, have been posted on the Company’s website (http://holdings.sanco.co.jp/) in accordance withlaws and regulations and Article 15 of the Articles of Incorporation of the Company, and are therefore notincluded in the attached documents.
Therefore, the Consolidated Financial Statements and the Non-consolidated Financial Statements
included in this Notice are part of the Consolidated Financial Statements and the Non-consolidated
Financial Statements audited by Audit & Supervisory Board and the Accounting Auditor in preparing theirrespective Audit Reports.

- END 1.
2.

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk. Please also bring this Notice with you.
Any updates to the Reference Documents for the General Meeting of Shareholders and the Attached
Documents will be posted on the Company’s website (http://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 12th 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.
1. Type of dividend property
Cash
2. Allocation of dividend property to shareholders and total amount thereof¥8 per share of common stock of the Company
Total amount of dividends: ¥791,977,112
3. Effective date of distribution of dividends of surplus
June 22, 2018-3-

Proposal 2:
Election of Seventeen (17) Directors
The terms of office of all Directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, the election of 17 Directors is proposed.
The candidates for director are as follows:
No.

Name
(Date of birth)

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

Naoyuki Okamoto(December 29,
1946)(Reappointment)

June 2010
June 2010
June 2010
June 2010

1

June 2016

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

Number ofshares of theCompany held

64,700<Reason for selection 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 wealth ofexperience 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 function of
the Board of Directors by utilizing his experience and insight at the Board of Directors. Thus, the Company selected him
as a candidate for director.

-4-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1978
June 2009
June 2012
June 2015

Toshihide Ogura(September 9,
1955)(Reappointment)

June 2016
June 2016
June 2016
June 2016

2

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

Number ofshares of theCompany held

32,500[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 selection as a candidate for director>
Mr. Toshihide Ogura has been working for Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.) since 1978and has gained a wealth of business experience through his involvement in general affairs and administration of theGroup. He has been serving as Executive Officer of Kintetsu Corporation since 2009 and has in-depth knowledge and awealth of experience in the Group’s management. He has been engaged in the Group’s management as the President andRepresentative Director of the Company since 2016. 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 and insightat the Board of Directors of the Company. Thus, the Company selected him as a candidate for director.

3

Kei Kumoi(June 21, 1957)

April 1980
June 2010
June 2011
June 2012
June 2013
June 2014(Reappointment)

June 2014

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

45,250[Significant concurrent positions]
President and Representative Director of Mie Kotsu Co., Ltd.
<Reason for selection as a candidate for director>
Mr. Kei Kumoi has been working for the Group since 1980 and has gained a wealth of business experience through his
involvement in planning, personnel affairs, and general affairs. He has been engaged in the Group’s management as a
Director of the Company since 2011, and has assumed the position of the President and Representative Director of Mie
Kotsu Co., Ltd. in 2014.The Company believes that he can contribute to strengthening the effectiveness of thedecision-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 selected him as a candidate for director.

-5-

No.

Name
(Date of birth)

Shinya Nakagawa(September 7,
1958)(Reappointment)
4

Past experience, positions
and significant concurrent positions
April 1981
June 2005
June 2007
June 2011
June 2013
June 2015
June 2015
June 2017

Joined Mie Kotsu Co., Ltd.
Director of Sanco Cogyo Co., Ltd.
Managing Director of Sanco Cogyo Co., Ltd.
Director of Meihankintetsu Bus Co., Ltd.
Managing Director of Sanco Real Estate Co., Ltd.
Managing Director of Mie Kotsu Co., Ltd.
Director of the Company (present)
Senior Managing Director of Mie Kotsu Co., Ltd. (present)

Number ofshares of theCompany held

15,000[Responsibilities at the Company]
Responsible for Accounting, Accounting Group
Responsible for Internal Control Office[Significant concurrent positions]
Senior Managing Director of Mie Kotsu Co., Ltd.

<Reason for selection as a candidate for director>
Mr. Shinya Nakagawa has been working for the Group since 1981 and has gained a wealth of business experiencethrough his involvement in accounting and as a Director of a company in the Group. He has been engaged in the Group’s
management as a Director of the Company since 2015. 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 and insightat the Board of Directors of the Company. Thus, the Company selected him as a candidate for director.
April 1986

Toshiya Shibata(December 30,
1962)<Reappointment>
5

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. (present)
June 2017
Director of the Company (present)

21,800[Responsibilities at the Company]
Responsible for Planning Office
Responsible for General Affairs, Secretary and Corporate Communications,
General Affairs and Human Resources Group<Reason for selection 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 transportation 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 thedecision-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 selected him as a candidate for director.

-6-

No.

Name
(Date of birth)

Noriyuki
Kawamura(January 9, 1953)

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

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 (present)
President and Representative Director of Mie Isuzu Motor Co.,
Ltd. (present)

Number ofshares of theCompany held

44,100(Reappointment)[Significant concurrent positions]
President and Representative Director of Mie Isuzu Motor Co., Ltd.

6

<Reason for selection 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 selected him as a candidate for director.
April 1977
June 2004

Toshiaki Fujii(February 10,
1955)(Reappointment)

June 2007
June 2009
June 2011
June 2013
June 2013

Joined Mie Kotsu Co., Ltd.
President and Representative Director of Toba Seaside Hotel
Co., Ltd.
Director of Mie Kotsu Co., Ltd.
Director of the Company
Vice President and Representative Director of Sanco Creative
Life Co., Ltd.
Director of the Company (present)
President and Representative Director of Sanco Creative Life
Co., Ltd. (present)

35,8007[Significant concurrent positions]
President and Representative Director of Sanco Creative Life Co., Ltd.
<Reason for selection as a candidate for director>
Mr. Toshiaki Fujii has been working for the Group since 1977 and has gained a wealth of business experience through his
involvement in the bus business and as a Director of a company in the Group. He has been engaged in the Group’s
management as a Director of the Company since 2009. 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 and insightat the Board of Directors of the Company. Thus, the Company selected him as a candidate for director.

-7-

No.

Name
(Date of birth)

Kenichi Takeya(July 28, 1956)

Past experience, positions
and significant concurrent positions
April 1979
June 2009
June 2011
June 2013
June 2013
June 2017(Reappointment)

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

Number ofshares of theCompany held

28,900[Significant concurrent positions]
Vice President and Representative Director of Mie Kotsu Co., Ltd.

8

<Reason for selection 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 company in the Group. He also has been engaged in theGroup’s management as a Director of the Company since 2013. The Company believes that he can contribute tostrengthening the effectiveness of the decision-making and control function of the Board of Directors by utilizing his
experience and insight at the Board of Directors of the Company. Thus, the Company selected him as a candidate fordirector.

ManabuTakabayashi(September 13,
1956)

April 1981
June 2011

Joined Mie Kotsu Co., Ltd.
Director of Mie Kotsu Co., Ltd.

June 2013
June 2014
June 2014
June 2016

Managing Director of Mie Kotsu Co., Ltd.
Senior Managing Director of Mie Kotsu Co., Ltd.
Director of the Company (present)
President and Representative Director of Sanco Real Estate Co.,
Ltd. (present)

20,600(Reappointment)
9[Significant concurrent positions]
President and Representative Director of Sanco Real Estate Co., Ltd.
<Reason for selection as a candidate for director>
Mr. Manabu Takabayashi has been working for the Group since 1981 and has gained a wealth of business experiencethrough his involvement in the bus business and personnel affairs. He has been engaged in the Group’s management as a
Director of the Company since 2014. 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 selected him as a candidate for director.

-8-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1980

Takeshi Matsuda(April 14, 1957)(Reappointment)
10

June 2014
June 2016
June 2017
June 2017

Joined Kintestsu Corporation (current Kintetsu Group Holdings
Co., Ltd.)
Director of the Company
Managing Director of the Company
President and Representative Director of Meihankintetsu Bus
Co., Ltd. (present)
Director of the Company (present)

Number ofshares of theCompany held

18,100[Responsibilities at the Company]
President and Representative Director of Meihankintetsu Bus Co., Ltd.
<Reason for selection as a candidate for director>
Mr. Takeshi Matsuda has been working for Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.) since 1980
and has gained a wealth of business experience through his involvement in the railway business. He has been engaged in
the Group’s management as a Director of the Company since 2014. 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 selected him as a candidate fordirector.
Joined Mie Kotsu Co., Ltd.
April 1979
Director of Sanco Home Co., Ltd. (current Sanco Real Estate
June 2009
Co., Ltd.)
Executive Officer of Sanco Real Estate Co., Ltd.
April
2010
Tomohiro
Director of Mie Kotsu Co., Ltd.
June
2012
Okawa
President and Representative Director of Sanco Inn Co., Ltd.
April
2013
(August 5, 1955)
17,000(present)
Director of the Company (present)
June 2015(Reappointment)

11[Significant concurrent positions]
President and Representative Director of Sanco Inn Co., Ltd.
<Reason for selection as a candidate for director>
Mr. Tomohiro Okawa has been working for the Group since 1979 and has gained a wealth of business experiencethrough his involvement in the real estate business and as a Director of a company in the Group. He also has been
engaged in the Group’s management as a Director of the Company since 2015. 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 selected him as a
candidate for director.

-9-

No.

Name
(Date of birth)

Sumito Ando
(July 21, 1961)(Reappointment)
12

Past experience, positions
and significant concurrent positions
April 1984
March 2011
June 2013
June 2014
June 2014
June 2015
June 2017
June 2017

Joined Mie Kotsu Co., Ltd.
Director of Matsusaka Country Club Co., Ltd.
Director of Mie Kotsu Co., Ltd.
Representative Director of Mie Kyuko Jidosha Co., Ltd.
Representative Director of Happu Bus Co., Ltd.
Managing Director of Mie Kotsu Co., Ltd.
President and Representative Director of Sanco Community Co.,
Ltd. (present)
Director of the Company (present)

Number ofshares of theCompany held

16,900[Significant concurrent positions]
President and Representative Director of Sanco Community Co., Ltd.
<Reason for selection as a candidate for director>
Mr. Sumito Ando has been working for the Group since 1984 and has gained a wealth of business experience through his
involvement in the bus business and the real estate 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 2017. 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 selected him as a
candidate for director.
April 1968
June 2001
June 2003
June 2005
June 2007
June 2007
Tetsuya Kobayashi June 2010
June 2013(November 27,
1943)
April 2015
(Outside Director)(Reappointment) June 2015

13

Joined Kintetsu Corporation (current Kintetsu Group Holdings
Co., Ltd.)
Director of Kintetsu Corporation
Managing Director of Kintetsu Corporation
Senior Managing Director of Kintetsu Corporation
President and Representative Director of Kintetsu Corporation
President and Representative Director of Mieken Kanko
Kaihatsu Co., Ltd.
Outside Director of the Company (present)
Chairman and Representative Director of Mieken Kanko
Kaihatsu Co., Ltd.
Chairman and Representative Director of Kintetsu Group
Holdings Co., Ltd. (present)
Chairman and Director of Mieken Kanko Kaihatsu Co., Ltd.
(retired in June 2016)

13,000[Significant concurrent positions]
Chairman and Representative Director of Kintetsu Group Holdings Co., Ltd.
Chairman and Director of Kintetsu Department Store Co., Ltd.
Chairman and Director of KNT-CT Holdings Co., Ltd.
Outside Director of Kintetsu World Express, Inc.
Director of Kin-Ei Corp.
Outside Director of The Kansai Electric Power Company, Incorporated<Reason for selection as a candidate for outside director>
Mr. Tetsuya Kobayashi joined Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.) in 1968 and has gained
a wealth of business experience through his involvement in the railway business. He was appointed Director of Kintetsu
Corporation in 2001 and has gained knowledge and experience in management. The Company believes that he cancontribute to strengthening the effectiveness of the decision-making and control function of the Board of Directors by
utilizing the knowledge and experience gained in the course of his career in management, and to the enhancement of theGroup’s corporate value over the medium to long term. Thus, the Company selected him as a candidate for outside
director.

- 10 -

No.

14

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

September 1977
Institutional Assistant, National Defense Medical College
May 1980
Lecturer, National Defense Medical College
Atsumasa Uchida October 1995
Assistant Professor, Faculty of Medicine, Osaka University(February 19, 1947) May 1996
Professor, Faculty of Medicine, Mie University
April 2005
Director of Mie University Hospital(Outside Director) April 2009
President of Mie University(Independent
April 2015
Adviser to the President of Mie University (present)
Director)
June 2015
Outside Director of the Company (present)(Reappointment)[Significant concurrent positions]
Adviser to the President of Mie University

Number ofshares of theCompany held

700

<Reason for selection as a candidate for outside director>
Mr. Atsumasa Uchida has experience in university management in addition to his career as a university professor throughhis service as the President of Mie University. Based on his deep insight and a wealth of experience gained in the courseof his career, the Company considers that he is capable of providing accurate advice on management of the Company
from an objective viewpoint. The Company believes that he can contribute to 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 selected him as a candidate for outside director.

Yoshiyuki Kusui(May 14, 1954)(Outside Director)(Independent
Director)(Reappointment)
15

April 1980
April 1985
January 1992
December 2011
June 2014
June 2015
June 2016

Mie Prefectural Government
Registered as attorney-at-law
Opened Kusui Law OfficeOutside Audit & Supervisory Board Member of Being Co., Ltd.
Outside Audit & Supervisory Board Member of the Company
Outside Director of Being Co., Ltd. (present)
Outside Director of the Company (present)

11,300[Significant concurrent positions]
Attorney-at-law
Outside Director of Being Co., Ltd.

<Reason for selection as a candidate for outside director>
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. Based on his wealth of knowledge and experience cultivated as an attorney-at-law, theCompany considers that he is capable of providing accurate advice on management of the Company from an objective
viewpoint. The Company believes that he can contribute to 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 selected him as a candidate for outside director.

- 11 -

No.

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

Joined Mie Kotsu Co., Ltd.
General Manager of General Affairs Dept., Mie Kotsu Co., Ltd.
General Manager of General Affairs and Human ResourcesGroup, the Company
June 2011
Director of Mie Kotsu Co., Ltd.
June 2014
Audit & Supervisory Board Member (full-time) of the Company
June 2016
Audit & Supervisory Board Member of Sanco Real Estate Co.,Ltd.
June 2017
Representative Director and Senior Managing Executive Officerof Mie Kotsu Shoji Co., Ltd. (present)[Significant concurrent positions]Representative Director and Senior Managing Executive Officer of Mie Kotsu
Shoji Co., Ltd. (present)

18,300Name(Date of birth)
April 1982
July 2005
October 2006
Shigehisa Fujiwara(November 26,
1959)<New candidate>16<Reason for selection as a candidate for director>
Mr. Shigehisa Fujiwara has been working for the Group since 1982 and has gained a wealth of business experiencethrough his involvement in the general affairs and travel planning service and as a Director of companies in the Group.
The Company believes that he can contribute to strengthening the effectiveness of the decision-making and control
function of the Board of Directors by utilizing his experience and insight at the Board of Directors of the Company. Thus,
the Company selected him as a candidate for director.

Takayuki Muto
(October 4, 1960)<New candidate>
17

April 1984
June 2009
July 2012
June 2013
June 2014
March 2015
June 2016
June 2017

Joined Mie Kotsu Co., Ltd.
Director of Gozaisho Ropeway Co., Ltd.
Director of Sanco Cogyo Co., Ltd.
Managing Director of Sanco Cogyo Co., Ltd.
Director of Mie Kotsu Co., Ltd.
Representative Director of Sanco Iseshima Kotsu Co., Ltd.
Managing Director of Mie Kotsu Co., Ltd.
President and Representative Director of Toba Seaside Hotel
Co., Ltd. (present)[Significant concurrent positions]
President and Representative Director of Toba Seaside Hotel Co., Ltd. (present)

18,200<Reason for selection 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. 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 selected him as a
candidate for director.

- 12 -

(Notes)
1. There are no special interests between each of the candidates and the Company.
2. Messrs. Tetsuya Kobayashi, Atsumasa Uchida, and Yoshiyuki Kusui are candidates for Outside Director. Mr. Tetsuya
Kobayashi will have served as Outside Director for eight years, Mr. Atsumasa Uchida will have served as Outside
Director for three years, and Mr. Yoshiyuki Kusui will have served as Outside Director for two years at the conclusionof this Ordinary General Meeting of Shareholders.
3. The Company has appointed Mr. Atsumasa Uchida and Mr. Yoshiyuki Kusui as Independent Directors as prescribed by
the Tokyo Stock Exchange and the Nagoya Stock Exchange and submitted a notification of the appointment to these
Exchanges.
4. Kintetsu Group Holdings Co., Ltd. (former Kintetsu Corporation), where Mr. Tetsuya Kobayashi serves as the
Chairman and Director, received an administrative order from the Minister of Consumer Affairs on December 19,
2013 because menus etc. of Japanese-style hotels and other hotels that are managed by Kintetsu Group Holdings Co.,
Ltd. and whose operations are entirely entrusted to its subsidiaries contained misrepresentations violating the Act
against Unjustifiable Premiums and Misleading Representations of Japan.
5. In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act and Article 28 of the Articles ofIncorporation, the Company has entered into agreements with Messrs. Tetsuya Kobayashi, Atsumasa Uchida, andYoshiyuki Kusui that limit their liability for damages pursuant to Article 423, Paragraph 1 of the Companies Act. The
maximum amount of liability pursuant to the agreement is the amount stipulated by laws and regulations. If theirreappointment is approved, the Company intends to continue the said agreements with them.
6. Mr. Shigehisa Fujiwara is scheduled to assume the office of President and Representative Director of Mie Kotsu Shoji
Co., Ltd. on June 21, 2018.

- 13 -

Proposal 3:
Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Mr. Yoshihiro Yasumoto will expire at theconclusion of this Ordinary General Meeting of Shareholders. Accordingly, the election of one Audit &Supervisory Board Member is proposed.
The consent of Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1978
June 2009
June 2012

Joined Kintetsu Corporation (current Kintetsu Group Holdings
Co., Ltd.)
Executive Officer of Kintetsu Corporation
Director and Managing Executive Officer of Kintetsu
Corporation
Outside Audit & Supervisory Board Member of the Company(present)
Director and Senior Managing Executive Officer of KintetsuGroup Holdings Co., Ltd. (present)

Yoshihiro
Yasumoto
June 2014(February 24, 1956)
June 2015(Outside Audit &Supervisory Board
Member)[Significant concurrent positions]
Director and Senior Managing Executive Officer of Kintetsu Group Holdings Co.,
(Reappointment)
Ltd.
Audit & Supervisory Board Member of Kin-Ei Corp.
Outside Audit & Supervisory Board Member of Kintetsu World Express, Inc.

Number ofshares of theCompany held

8,600

<Reason for selection as a candidate for outside Audit & Supervisory Board Member>
Mr. Yoshihiro Yasumoto joined Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.) in 1978 and has
gained a wealth of business experience through his involvement in accounting as well as extensive knowledge of financeand accounting. He was appointed Executive Officer of Kintetsu Corporation in 2009. The Company believes that he iscapable of appropriately fulfilling his duties as Audit & Supervisory Board Member from his objective standpoint, andselected him as a candidate for outside Audit & Supervisory Board Member.
(Notes)1. There are no special interests between the candidate and the Company.
2. Mr. Yoshihiro Yasumoto is a candidate for Outside Audit & Supervisory Board Member. He will have served as
Outside Audit & Supervisory Board Member for four years at the conclusion of this Ordinary General Meeting of
Shareholders.
3. Kintetsu Group Holdings Co., Ltd. (former Kintetsu Corporation), where Mr. Yoshihiro Yasumoto serves as Director
and Senior Managing Executive Officer, received an administrative order from the Minister of Consumer Affairs on
December 19, 2013 because menus etc. of Japanese-style hotels and other hotels that are managed by Kintetsu Group
Holdings Co., Ltd. and whose operations are entirely entrusted to its subsidiaries contained misrepresentations
violating the Act against Unjustifiable Premiums and Misleading Representations of Japan.
4. In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act and Article 37 of the Articles ofIncorporation, the Company has entered into an agreement with Mr. Yoshihiro Yasumoto that limits his liability fordamages pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to theagreement is the amount stipulated by laws and regulations. If his reappointment is approved, the Company intends tocontinue the said agreement with him.

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Proposal 4:

Revision in the Amount of Compensation for Directors and Audit & Supervisory Board

Members
The amount of compensation for Directors of the Company has been set at a maximum of ¥26 million permonth (of which, up to ¥2 million for Outside Directors) and a maximum of ¥4.8 million per month for
Audit & Supervisory Board Members in accordance with the approval for the amount of compensation for
Directors and Audit & Supervisory Board Members resolved at the first Ordinary General Meeting of
Shareholders held on June 28, 2007.
To introduce a compensation system that would enable flexible operation of the officers’ compensation, it
is proposed that the provision on the amount of compensation for Directors and Audit & Supervisory Board
Members be stipulated in a yearly amount instead of a monthly amount. Specifically, we propose that theamount of compensation for Directors be up to ¥252 million per year (of which, up to ¥30 million for
Outside Directors, an increase with an eye to securing personnel hereafter), which is obtained by setting
aside ¥60 million out of the aggregate ¥312 million, a twelvefold amount to the current compensation of ¥26
million per month, for a transfer to the compensation scheme referred to in Proposal 5. Regarding theamount of compensation for Audit & Supervisory Board Members, up to ¥57.6 million per year is proposed,a twelvefold amount to the current compensation of ¥4.8 million per month.
Currently, the number of Directors is 17 (including three Outside Directors), and the number of Audit &Supervisory Board Members is four. Even if Proposal 2: “Election of Seventeen (17) Directors” andProposal 3: “Election of One (1) Audit & Supervisory Board Member” are approved and resolved asoriginally proposed, the number of Directors will remain at 17 (including three Outside Directors), and thenumber of Audit & Supervisory Board Members will remain at four.
As in the past, the amount of compensation for Directors concurrently serving as employees shall notinclude the salary for their service in the capacity of employees.

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Proposal 5:
Determination of Compensation for Granting Restricted Stock to Directors
As part of the Company’s effort to review the compensation system for officers, it is proposed that,
separately from the amount of compensation for Directors referred to in Proposal 4, a new type ofcompensation be paid for granting restricted stock to Directors of the Company (excluding Outside
Directors; hereinafter referred to as the “Eligible Directors”), for the purpose of providing an incentive forthem to achieve the Group’s sustainable growth and improvement of corporate value over the mid- tolong-term, and further facilitating their sense of sharing value with shareholders.
The compensation paid for granting restricted stock to Eligible Directors based on this Proposal shall bemonetary claim (hereinafter referred to as the “Monetary Compensation Claim”), and total amount thereof
shall be up to ¥60 million per year (the portion transferred from the amount of monetary compensationreferred to in Proposal 4), which is deemed reasonable for the aforementioned purposes. Specific timing andallocation of the payment to each Eligible Director shall be determined by the Board of Directors. However,
the amount described above shall not include the salary for their service in the capacity of employees, andcompensation shall not be paid to Outside Directors for granting restricted stock.
Currently, the number of Directors is 17 (including three Outside Directors), and even if Proposal 2:“Election of Seventeen (17) Directors” is approved and resolved as originally proposed, the number of
Directors will remain unchanged from the current 17 (including three Outside Directors).
Eligible Directors shall pay in all the Monetary Compensation Claim paid under this Proposal, based on
the resolution of the Board of Directors, as in-kind contribution to the Company to be issued, or disposed ofby the Company, the common stock of the Company. The total number of common stock to be issued or
disposed of by the Company shall not exceed 176,000 shares per year (provided, however, in the case of ashare split of the common stock of the Company (including the gratis allotment of the common stock of theCompany) or reverse share split, or any other reasons requiring the adjustment of the total number of thecommon stock of the Company to be issued or disposed of as restricted stock on or after the date on which
this Proposal is approved and resolved, such total number of shares shall be adjusted to a reasonable extent.).
The amount to be paid in per share shall be determined by the Board of Directors within the range not tobe particularly favorable to the Eligible Directors subscribing for the common stock of the Company, such as
the closing price of the common stock of the Company on the Tokyo Stock Exchange on the business day
immediately prior to each date of resolution at the Board of Directors (if no trading is reported on that day,the closing price on the trading day immediately prior to that day). In the case of the issuance or disposal of
the common stock of the Company for the purpose of this type of compensation, a contract for granting the
restricted stock (hereinafter referred to as the “Grant Contract”) shall be executed between the Company andthe respective Eligible Directors, which shall include the following provisions.
(1) Transfer Restriction Period
The Eligible Directors shall be prohibited from transferring to third parties, setting collateral rights for, orotherwise disposing of the common stocks of the Company granted to them pursuant to the Grant Contract(hereinafter referred to as the “Shares Granted”), for a period to be determined by the Board of Directors of
the Company within the range from 10 years to 30 years after the grant date under the Grant Contract(hereinafter referred to as the “Transfer Restriction Period,” and this prohibition is hereinafter referred to as
the “Transfer Restriction”).
(2) Handling at Resignation or Retirement
In the event that the Eligible Director resigns or retires from his/her post as Director, Audit &Supervisory Board Member or employee of the Company or its subsidiaries or any other posts equivalent
thereto, prior to the expiry of the Transfer Restriction Period, the Company shall duly acquire his/her Shares
Granted free of charge, unless such resignation or retirement is due to the expiration of his/her term of office,his/her death or any other reasons recognized as reasonable by the Board of Directors of the Company.
(3) Lifting of the Transfer Restriction
The Company shall lift the Transfer Restriction for the whole of the Shares Granted at the expiry of theTransfer Restriction Period, on condition that the Eligible Director has, during the Transfer Restriction
Period, remained uninterrupted in his/her post as Director, Audit & Supervisory Board Member or employeeof the Company or its subsidiaries or any other posts equivalent thereto; provided, however, that if the
Eligible Director resigns or retires from his/her post as specified in (2) above prior to the expiry of theTransfer Restriction Period, due to the expiration of his/her term of office, his/her death or any other reasons
recognized as reasonable by the Board of Directors of the Company as specified in (2) above, the number of
Shares Granted subject to the lifting of the Transfer Restriction and the timing for the lifting shall bereasonably adjusted as appropriate. Pursuant to the provision above, immediately after the lifting of theTransfer Restriction, the Company shall duly acquire free of charge the Shares Granted for which theTransfer Restriction has not been lifted.

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(4) Handling at Organizational Restructuring
Notwithstanding the provisions in (1) above, during the Transfer Restriction Period, in the event that amerger 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 other matter related to its
organizational restructuring is approved at the General Meeting of Shareholders of the Company (or at theBoard of Directors of the Company, if such organizational restructuring does not involve the approval of theGeneral Meeting of Shareholders of the Company), the Company shall lift the Transfer Restriction based on
the resolution of the Board of Directors of the Company, prior to the effective date of such organizational
restructuring, for the number of the Shares Granted as reasonably determined. Pursuant to the provision
above, immediately after the lifting of the Transfer Restriction, the Company shall duly acquire free ofcharge the Shares Granted for which the Transfer Restriction has not been lifted.
(5) Other Matters
Other matters concerning the Grant Contract shall be determined by the Board of Directors of theCompany.
(Reference)
On the condition that Proposal 5 is approved and resolved as originally proposed, the Company intends tointroduce the same compensation system for granting restricted stock as shown above for Directors of thesubsidiaries of the Company.

Amount of compensation for officers upon the approval for Proposal 4 and Proposal 5
Directors

Amount of monetarycompensation
Amount of compensation for
granting restricted stock (newly
established)

Current
Up to ¥26 million per month(of which, up to ¥2 million for
Outside Directors)[up to ¥312 million in yearlyamount (of which, up to ¥24
million for Outside Directors)]―

Proposed amountUp to ¥252 million per year(of which, up to ¥30 million for
Outside Directors)
Up to ¥60 million per year
(not provided for Outside
Directors)

Audit & Supervisory Board Members

Amount of monetarycompensation

Current
Up to ¥4.8 million per month[up to ¥57.6 million in yearlyamount]- 17 -

Proposed amountUp to ¥57.6 million per year

[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 of the Company
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 a member of the board 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 preceding fiscal years.
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.

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