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 25, 2020
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 14TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 14th 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 novel coronavirus disease (COVID-19), we would fully
appreciate your refraining from visiting the meeting as much as possible.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights in writing or via the Internet, etc. by 6:00 p.m., on Monday, June 15, 2020, Japan standardtime.
1. Date and Time:
2. Place:

Tuesday, June 16, 2020 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
14th Fiscal Year (April 1, 2019 - March 31, 2020) 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 14th Fiscal Year
(April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Sixteen (16) Directors
Proposal 2:
Election of Two (2) Audit & Supervisory Board Members
Proposal 3:
Election of One (1) Substitute Audit & Supervisory Board Member
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 15of the Articles of 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-1-

Board Members in preparing their Audit Reports, and the Consolidated Financial Statements and theNon-consolidated Financial Statements audited by the Accounting Auditor in preparing their Accounting
Audit Reports.
- END -

1.

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk. 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 14th fiscal year, it is proposed that the year-end dividends
be appropriated as follows, taking into account the financial results for the fiscal year and future businessdevelopments.
These year-end dividends, combined with the interim dividends of ¥5 distributed earlier in the fiscal year,
bring the annual dividends for the 14th fiscal year to ¥10 per share.
1. Type of dividend property
Cash
2. Allocation of dividend property to shareholders and total amount thereof¥5 per share of common stock of the Company
Total amount of dividends: ¥496,524,790
3. Effective date of distribution of dividends of surplus
June 17, 2020-3-

Proposal 2:
Election of Sixteen (16) Directors
The terms of office of all Directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, the election of 16 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
June 2016

1

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

107,600<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.

Kenichi Takeya(July 28, 1956)

April 1979
June 2009
June 2011
June 2013
June 2013
June 2017
June 2019(Reappointment)
June 20192

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)

53,900[Significant concurrent position]
President and Representative Director of Mie Kotsu Co., Ltd.
<Reason for nomination as a candidate for Director>
Mr. Kenichi Takeya has been working for the Group since 1979 and has gained a wealth of business experience throughhis involvement in the bus business and as a Director of companies in the Group. He also has been engaged in theGroup’s management as a Director of the Company since 2013. The Company believes that he can contribute tostrengthening the effectiveness of the decision-making and control function of the Board of Directors by utilizing his
experience and insight at the Board of Directors of the Company. Thus, the Company nominates him as a candidate for
Director.

-4-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1986

Toshiya Shibata(December 30, 1962)(Reappointment)
3

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

Number ofshares of theCompany held

35,700[Responsibilities at the Company]
Responsible for Planning Office
Responsible for General Affairs, Secretariat and Corporate Communications,
General Affairs and Human Resources Group
Responsible for Internal Control Office[Significant concurrent position]
Managing Director of Mie Kotsu Co., Ltd.

<Reason for nomination as a candidate for Director>
Mr. Toshiya Shibata worked for Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.) since 1986 and was
mainly engaged in transportation business and planning. He has been engaged in the Group’s management as a Directorof the Company 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 nominates him as a candidate for Director.

Noriyuki
Kawamura(January 9, 1953)

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)

67,700(Reappointment)
4[Significant concurrent position]
President and Representative Director of Mie Isuzu Motor Co., Ltd.
<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.

-5-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

April 1981
June 2011
June 2013
ManabuJune 2014
Takabayashi
June 2014(September 13, 1956) June 2016

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 Sanco Real Estate Co.,
Ltd. (current position)

Number ofshares of theCompany held

41,200(Reappointment)
5[Significant concurrent position]
President and Representative Director of Sanco Real Estate Co., Ltd.
<Reason for nomination 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 nominates him as a candidate for Director.
April 1982
June 2011
June 2014
June 2016
Shigehisa Fujiwara June 2017
(November 26, 1959)
June 2018(Reappointment)
June 2018

6

Joined Mie Kotsu Co., Ltd.
Director of Mie Kotsu Co., Ltd.
Audit & Supervisory Board Member (full-time) of the Company
Audit & Supervisory Board Member of Sanco Real Estate Co.,
Ltd.
Representative Director and Senior Managing Executive Officerof Mie Kotsu Shoji Co., Ltd.
President and Representative Director of Mie Kotsu Shoji Co.,
Ltd. (current position)
Director of the Company (current position)

31,600[Significant concurrent position]
President and Representative Director of Mie Kotsu Shoji Co., Ltd.
<Reason for nomination 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.
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 the effectiveness of the decision-making and control function of the Board of
Directors by utilizing his experience and insight at the Board of Directors of the Company. Thus, the Company
nominates him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1984
June 2014
June 2016
June 2017

Takayuki Muto
(October 4, 1960)

June 2018
June 2019(Reappointment)

June 20197

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. (current position)
President and Representative Director of Sanco CL 2 Co., Ltd.
(current position)

Number ofshares of theCompany held

33,200[Significant concurrent positions]
Vice 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.

Ryutaro Yabumoto(July 24, 1964)(Reappointment)

April 1988
June 2017
June 2019
June 2019

Joined Mie Kotsu Co., Ltd.
Director of Mie Kotsu Co., Ltd.
President and Representative Director of Toba Seaside Hotel
Co., Ltd. (current position)
Director of the Company (current position)

21,100[Significant concurrent position]
President and Representative Director of Toba Seaside Hotel Co., Ltd.

8
<Reason for nomination as a candidate for Director>
Mr. Ryutaro Yabumoto has been working for the Group since 1988 and has gained a wealth of business experiencethrough his involvement in the bus business and as a Director of companies in the Group. He has been engaged in theGroup’s management as a Director of the Company since 2019. 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.

-7-

No.

Name
(Date of birth)

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

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

1,100

[Significant concurrent position]
Adviser to the President of Mie University<Reason for nomination as a candidate for Outside Director>
Mr. Atsumasa Uchida has experience in university management in addition to his career as a university professor
through his service as the President of Mie University. Although he has never engaged in corporate management in thepast except as an outside officer, he has deep insight and a wealth of experience gained in the course of his career, andfor the reasons above, the Company considers that he is capable of providing accurate advice on management of theCompany from an objective viewpoint. The Company believes 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. Thus, the Company nominates him as a candidate for Outside
Director.
April 1980
Official of Mie Prefectural Government
April 1985
Registered as attorney-at-law
January 1992
Opened Kusui Law Office
December 2011 Outside Audit & Supervisory Board Member of Being Co., Ltd.
Yoshiyuki Kusui
June 2014
Outside Audit & Supervisory Board Member of the Company(May 14, 1954)
June 2015
Outside Director of Being Co., Ltd. (current position)
June
2016
Outside Director of the Company (current position)(Outside Director)
April
2020
Director and the Vice President of Mie University (current(Independent Director)
position)(Reappointment)

10

15,300[Significant concurrent positions]
Attorney-at-law
Outside Director of Being Co., Ltd.
<Reason for nomination 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. 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, and for the reasons above, 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 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.

-8-

No.

Past experience, positions
and significant concurrent positions

Name(Date of birth)
April 1984
Yasushi Hara
(December 31,
1961)(New candidate)June 2018
June 2019
April 2020

Joined Kintetsu Corporation (current Kintetsu Group Holdings
Co., Ltd.)
Executive Officer of Kintetsu Railway Co., Ltd.
Director and Managing Executive Officer of Kintetsu Railway
Co., Ltd. (current position)
Adviser of the Company (current position)

Number ofshares of theCompany held

10,000[Significant concurrent position]
Director and Managing Executive Officer of Kintetsu Railway Co., Ltd.

11

<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 transportation 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. 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 of the Company. Thus, theCompany nominates him as a candidate for Director.

Takayuki Ito(July 28, 1958)

April 1982
June 2011
June 2014
June 2016
June 2016
June 2017
June 2017(New candidate)

Joined Mie Kotsu Co., Ltd.
Director of Meihankintetsu Bus Co., Ltd.
Managing Director of Meihankintetsu Bus Co., Ltd.
Senior Managing Director of Meihankintetsu Bus Co., Ltd.
Director of Meihan Kintetsu Travel Co., Ltd.
Director of Meihankintetsu Bus Co., Ltd. (current position)
Representative Director and Senior Managing Director of
Meihan Kintetsu Travel Co., Ltd. (current position)

13,700[Significant concurrent position]
Representative Director and Senior Managing Director of Meihan Kintetsu
Travel Co., Ltd.

12

<Reason for nomination as a candidate for Director>
Mr. Takayuki Ito has been working for the Group since 1982 and has gained a wealth of business experience through his
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 nominates him as a
candidate for Director.

Hideaki Tabata(August 30, 1963)

April 1986
June 2017
June 2019

Joined Mie Kotsu Co., Ltd.
Managing Director of Meihankintetsu Bus Co., Ltd.
Director of Mie Kotsu Co., Ltd. (current position)
13,200(New candidate)[Significant concurrent position]
Director of Mie Kotsu Co., Ltd.

13
<Reason for nomination as a candidate for Director>
Mr. Hideaki Tabata has been working for the Group since 1986 and has gained a wealth of business experience throughhis involvement in the bus business and travel planning service and as a Director of companies in the Group. The
Company believes that he can contribute to strengthening the effectiveness of the decision-making and control functionof the Board of Directors by utilizing his experience and insight at the Board of Directors of the Company. Thus, theCompany nominates him as a candidate for Director.

-9-

No.

Past experience, positions
and significant concurrent positions

Name(Date of birth)

Hiroyuki
Taniguchi

April 1987
June 2016
June 2018
June 2019
June 2019(April 8, 1963)(New candidate)
14

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

Number ofshares of theCompany held

21,300[Significant concurrent positions]Managing Director of Mie Kotsu Co., Ltd.
Representative Director of Mie Kyuko Jidosha Co., Ltd.
Representative Director of Happu Bus Co., Ltd.

<Reason for nomination as a candidate for Director>
Mr. Hiroyuki Taniguchi has been working for the Group since 1987 and has gained a wealth of business experiencethrough his involvement in the bus business and planning and as a Director of companies in the Group. The Company
believes that he can contribute to strengthening the effectiveness of the decision-making and control function of theBoard of Directors by utilizing his experience and insight at the Board of Directors of the Company. Thus, the Company
nominates him as a candidate for Director.

15

Yoko Murata(January 29, 1972)

April 1994
June 2016(New candidate)June 2017

11,000<Reason for nomination as a candidate for Director>
Ms. Yoko Murata has been working for the Group since 1994 and has been engaged in the bus business and generalaffairs. She has also participated in Group corporate strategies, etc. as General Manager of the Planning Office since2017. The Company believes that she can contribute to strengthening the effectiveness of the decision-making andcontrol function of the Board of Directors by utilizing her experience and insight at the Board of Directors of theCompany. Thus, the Company nominates her as a candidate for Director.
April 1982
January 2015
Takashi Tsuji(August 26, 1957)(Outside Director)(New candidate)16

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

June 2016
June 2019
June 2019

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

0[Significant concurrent positions]
Director of Kintetsu Group Holdings Co., Ltd.
President and Representative Director of Kintetsu Railway Co., Ltd.
<Reason for nomination as a candidate for Outside Director>
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 transportation business. He became
Executive Officer of Kintetsu Division Preparation Company (current Kintetsu Railway Co., Ltd.) in 2015 and President
and Representative Director of Kintetsu Railway Co., Ltd. in June 2019, and has in-depth knowledge and a wealth ofexperience of corporate management. The Company believes 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.

- 10 -

(Notes)
1. There are no special interests between each of the candidates and the Company.
2. Messrs. Atsumasa Uchida, Yoshiyuki Kusui, and Takashi Tsuji are candidates for Outside Director. Mr. Atsumasa Uchidawill have served as Outside Director for five years, and Mr. Yoshiyuki Kusui will have served as Outside Director for four
years at the conclusion of 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. 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. Atsumasa Uchida and Yoshiyuki Kusui 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 the amount stipulated by laws and regulations. If their reappointment is approved, theCompany intends to continue the said agreements with them.
Furthermore, if the appointment of Mr. Takashi Tsuji is approved, the Company will enter into the same agreement withhim.
5. On June 16, 2020, Mr. Yasushi Hara is scheduled to retire from the office of Managing Executive Officer of Kintetsu
Railway Co., Ltd. and assume the office of President and Representative Director of the Company, Chairman and
Representative Director of Mie Kotsu Co., Ltd., Chairman and Representative Director of Sanco Real Estate Co., Ltd. andChairman and Representative Director of Meihankintetsu Bus Co., Ltd.
On June 19, 2020, he is scheduled to retire from the office of Director of Kintetsu Railway Co., Ltd.
6. On June 16, 2020, Mr. Takayuki Muto is scheduled to assume the office of President and Representative Director of Sanco
Creative Life Co., Ltd., Mr. Takayuki Ito is scheduled to retire from the office of Director of Meihankintetsu Bus Co., Ltd.
and Representative Director and Senior Managing Director of Meihan Kintetsu Travel Co., Ltd. and assume the office ofPresident and Representative Director of Sanco Community Co., Ltd., and Mr. Hideaki Tabata is scheduled to assume theoffice of President and Representative Director of Meihankintetsu Bus Co., Ltd. and President and Representative Directorof Meihan Kintetsu Travel Co., Ltd., and Mr. Hiroyuki Taniguchi is scheduled to assume responsibilities for General
Affairs and Human Resources Group and for Internal Control Office of the Company and the office of Senior Managing
Director of Mie Kotsu Co., Ltd., and Ms. Yoko Murata is scheduled to assume the office of President and Representative
Director of Sanco Inn Co., Ltd.

- 11 -

Proposal 3:
Election of Two (2) Audit & Supervisory Board Members
The term of office of Audit & Supervisory Board Members Messrs. Fumio Moriguchi and Katsu
Kobayashi will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, theelection of two (2) Audit & Supervisory Board Members is proposed.
The consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
No.

1

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

April 1973
Joined Osaka Regional Tax Bureau
Katsu Kobayashi August 1980
Registered as Certified Public Accountant(January 31, 1951) October 1980 Registered as Tax Accountant
March 1982
Registered as Real-estate Appraiser(Outside Audit & March 1992
Representative Partner of Kobayashi Certified PublicSupervisory Board
Accountant Office (current Kobayashi Tax Accountant Office)Member)(current position)(Independent Audit June 2016
Outside Audit & Supervisory Board Member of the Company(current position)& Supervisory
Board Member)[Significant concurrent position](Reappointment)
Representative Partner of Kobayashi Tax Accountant Office

Number ofshares of theCompany held

9,100

<Reason for nomination as a candidate for Outside Audit & Supervisory Board Member>
Mr. Katsu Kobayashi is a Certified Public Accountant, Tax Accountant, and Real-estate Appraiser and has a wealth ofexperience as an expert in those areas and extensive knowledge of finance and accounting. Although he has neverengaged in corporate management in the past except as an outside officer, the Company believes, for the reasons
above, that he is capable of appropriately fulfilling his duties as Audit & Supervisory Board Member from his
objective standpoint, and nominates him as a candidate for Outside Audit & Supervisory Board Member.
April 1981
June 2011
June 2013
Shinya Nakagawa June 2015
(September 7,
June 2015
1958)
June 2017

Joined Mie Kotsu 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 (current position)
Senior Managing Director of Mie Kotsu Co., Ltd. (current
position)

32,600(New candidate)2[Significant concurrent position]
Senior Managing Director of Mie Kotsu Co., Ltd.
<Reason for nomination as a candidate for Audit & Supervisory Board Member>
Mr. Shinya Nakagawa has been working for the Group since 1981 and has gained a wealth of experience andextensive knowledge of finance and accounting through his involvement in accounting. He has been engaged in theGroup’s management as a Director of the Company since 2015. Based on his achievement, experience and capability,
the Company believes him to be an appropriate Audit & Supervisory Board Member, and nominates him as a
candidate for Audit & Supervisory Board Member.

(Notes)1. There are no special interests between the candidates and the Company.
2. Mr. Katsu Kobayashi is a candidate for Outside Audit & Supervisory Board Member. He will have served as Outside Audit &Supervisory Member of the Company for four years at the conclusion of this Ordinary General Meeting of Shareholders.
3. The Company has appointed Mr. Katsu Kobayashi as Independent Audit & Supervisory Board Member as prescribed by the
Tokyo Stock Exchange and the Nagoya Stock Exchange and submitted a notification of the appointment to these Exchanges.
4. In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act and Article 37 of the Articles of Incorporation,
the Company has entered into an agreement with Mr. Katsu Kobayashi that limits his liability for damages provided in 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 his reappointment is approved, the Company intends to continue the said agreement with him.
5. Mr. Shinya Nakagawa is scheduled to retire from the office of Director of the Company and Senior Managing Director of Mie
Kotsu Co., Ltd. on June 16, 2020.

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Proposal 4:
Election of One (1) Substitute Audit & Supervisory Board Member
In order to ensure that the number of incumbent Outside Audit & Supervisory Board Members does not
fall short of that required by laws and regulations, the election of one (1) substitute Audit & Supervisory
Board Member is proposed.
The consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1985

Tetsuo Nakamura(November 18,
1960)(Outside Audit &Supervisory Board
Member)June 2010
June 2012
January 2013
June 2019

Joined Kintetsu Corporation (current Kintetsu Group Holdings
Co., Ltd.)
Director of Club Tourism International Inc.
Managing Director of Club Tourism International Inc.
Director of KNT-CT Holdings Co., Ltd.
Managing Director of KNT-CT Holdings Co., Ltd. (current
position)

Number of sharesof the Company
held0[Significant concurrent position]
Managing Director of KNT-CT Holdings Co., Ltd.

<Reason for nomination as a candidate for substitute Outside Audit & Supervisory Board Member>
Mr. Tetsuo Nakamura has been working for Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.) since1985 and has gained a wealth of experience and extensive knowledge of finance and accounting through his
involvement in accounting. He assumed the office of Director of companies in the group of the above-mentioned
company in 2010. The Company believes that he is capable of appropriately fulfilling his duties as Audit &Supervisory Board Member from his objective standpoint, and nominates him as a candidate for substitute Outside
Audit & Supervisory Board Member.
(Notes)1. There are no special interests between the candidate and the Company.
2. Mr. Tetsuo Nakamura is a candidate for substitute Outside Audit & Supervisory Board Member.
3. If Mr. Tetsuo Nakamura is appointed as Outside Audit & Supervisory Board Member as proposed in this proposal
and assumes office, in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act and Article 37of the Articles of Incorporation, the Company intends to enter into an agreement with him that limits his liability fordamages provided in Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to theagreement is the amount stipulated by laws and regulations.
4. On June 17, 2020, Mr. Tetsuo Nakamura is scheduled to retire from the office of Managing Director of KNT-CT
Holdings Co., Ltd. and on June 19, 2020, he is scheduled to assume the office of Director and Managing Executive
Officer of Kintetsu Railway Co., Ltd.

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[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 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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