Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 9045
May 29, 2019

To Our Shareholders:
Yoshifumi Kato
Representative Director & President

Keihan Holdings Co., Ltd.
1-7-31 Otemae, Chuo-ku, Osaka

Notice of the 97th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 97th Ordinary General Meeting of Shareholders of Keihan Holdings
Co., Ltd. (the “Company”), which will be held as indicated below.
If you are unable to attend the Meeting in person, you may exercise your voting rights in writing or via theInternet, etc. Please review the attached Reference Documents for General Meeting of Shareholders, andexercise your voting rights following “Exercising Voting Rights” on page 2 and page 3 so that your vote isreceived by 6:00 p.m. on Tuesday, June 18, 2019 (JST).

1. Date and Time:

Wednesday, June 19, 2019, at 10:00 a.m.

2. Venue:

Main Hall, 5th floor,
Osaka International Convention Center (Grand Cube Osaka)
5-3-51 Nakanoshima, Kita-ku, Osaka

3. Purpose of the Meeting
Matters to be reported
The Business Report, the Consolidated Financial Statements and the Financial
Statements for the 97th fiscal year (from April 1, 2018 to March 31, 2019), andthe results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
Matters to be resolved
Proposal No. 1: Dividends of Surplus
Proposal No. 2: Election of Eight (8) Directors Who Are Not Audit and Supervisory
Committee Members
Proposal No. 3: Election of Five (5) Directors Who Are Audit and Supervisory Committee
Members
Proposal No. 4: Election of One (1) Substitute Director Who Is an Audit and Supervisory
Committee Member◎ When you attend the Meeting, you are kindly requested to present the enclosed voting exercise form at the reception. For
the purpose of saving resources, please be sure to bring this notice with you.
◎ If you exercise your voting rights by proxy, another shareholder with voting rights in the Company may attend as yourproxy.

-1-

Exercising Voting Rights
Exercising voting rights in writing
Please return the enclosed Voting Exercise Form indicating your vote for or against each proposal so thatyour vote is received by 6:00 p.m. on Tuesday, June 18, 2019 (JST).

Exercising voting rights via the Internet, etc.
[Instructions for exercising voting rights via the Internet]
Please follow the instructions below and exercise your voting rights by 6:00 p.m. on Tuesday, June 18,
2019 (JST).
1.

Voting website
You can only exercise your voting rights via the Internet by accessing the following dedicated voting
website designated by the Company.
Dedicated voting website address: https://www.web54.net

2.

Handling of votes(1) When exercising your voting rights via a PC, input the “voting right exercise code” and“password” written in the enclosed voting exercise form, and indicate your approval ordisapproval of each proposal by following the on-screen instructions.
(2) When exercising your voting rights via a smartphone etc., scan the “Voting Rights Exercise
Website Login QR Code for Smartphones” stated on the enclosed voting exercise form, andindicate your approval or disapproval of each proposal by following the on-screen instructions. If
you wish to change your vote after exercising your voting rights, you will need to scan the QR
code again and input the “voting right exercise code” and “password” written in the voting
exercise form.
(Note) Any fees for Internet providers and telecommunication companies (connection fees etc.)
incurred by shareholders in using the dedicated voting website are to be borne by theshareholder.

3.

Safekeeping of the voting right exercise code and password(1) The voting right exercise code provided on the voting exercise form will only be valid for thisMeeting.
(2) The password is important for authenticating the identity of shareholders. Please handle it withcare in the same way as you would your seals or PIN number.
(3) If you enter your password incorrectly more than a certain number of times, the password will belocked. If you wish to have your password reissued, please complete the procedures by following
the on-screen instructions.

4.

Inquiries regarding the operation of a PC, a smartphone etc. for exercising voting rights
If you have any questions regarding the operation of a PC, a smartphone etc. for exercising voting
rights on the website, please contact:
Stock Transfer Agency Web Support, Sumitomo Mitsui Trust Bank, Limited
Tel: 0120-652-031 (toll free and available from 9:00 a.m. to 9:00 p.m., only in Japan)-2-

[Utilizing the electronic voting platform (intended for institutional investors)]
For institutional investors, the electronic voting platform operated by ICJ, Inc., is available for exercising
your voting rights for this Meeting.

Treatment of multiple exercises of voting rights
If you exercise your voting rights in duplicate, both in writing and via the Internet, etc., only your vote
exercised via the Internet, etc. will be treated as valid. In addition, if you exercise your voting rights via theInternet, etc. multiple times, only the last vote exercised will be treated as valid.

-3-

Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1: Dividends of Surplus
The Company’s basic policy regarding profit-sharing is to continue a stable distribution of profit whileconsidering equity levels and performance to sustainably realize results-based shareholder returns, evenamidst drastically changing economic environments. The policy also includes ensuring a stable
management foundation of the Group centering on the highly public railway business by working to
improve value along our rail lines, as well as striving for active investment and to strengthen financial
structure so that the Group is able to grow.
Based on the policy above, we would like to propose to pay a year-end dividend for the current businessterm as follows.
(1) Type of dividend property:
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount of theallotment:¥17.50 per share of common shares of the Company
Total cash dividends of ¥1,875,786,483
Including the midterm dividend of ¥17.50 per share, the total dividend to be paid during the year is¥35 per share.
(3) Date on which the dividend of surplus will become effective:
June 20, 2019-4-

Proposal No. 2: Election of Eight (8) Directors Who Are Not Audit and Supervisory Committee
Members
The term of office of all the eight (8) Directors who are not Audit and Supervisory Committee Members
will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes
to elect eight (8) Directors who are not Audit and Supervisory Committee Members.
The candidates for Directors who are not Audit and Supervisory Committee Members are discussed andreported to the Board by the Nomination & Remuneration Advisory Committee, in which Outside Directors
constitute a majority, and are then discussed and decided by the Board.
The candidates for Directors who are not Audit and Supervisory Committee Members are as follows:

Candidate
No.

Name

1

Yoshifumi Kato

Re-election

Representative Director & President, CEO &COO

2Masahiro Ishimaru

Re-election

Director (Managing Executive Officer)

3

Tatsuya Miura

Re-election

Director (Senior Executive Officer)

4

Toshihiko Inachi

Re-election

Director (Managing Executive Officer)

5

Michio Nakano

Re-election

Director (Managing Executive Officer)

6

Masaya Ueno

Re-election

Director (Managing Executive Officer)

7

Kazutoshi Murao

New Candidate
OutsideIndependent―

8

Shinya Hashizume

New Candidate
OutsideIndependent―

Current position in the Company-5-Candidate
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

27,000 shares

12 out of
12 times

7,410 shares

12 out of
12 times Brief career summary and positions
Apr. 1975

Joined the Company

Jun. 2005

Director, the Company

Jun. 2007

Director & Managing Executive Officer, the Company

Jun. 2011

Representative Director & President, CEO & COO, theCompany (current position)

 Responsibilities
General Manager, Corporate Management Office1

Yoshifumi Kato
（Nov. 25, 1951）
Re-election

 Important concurrent positions
Representative Director & Chairman, Keihan Electric Railway Co., Ltd.
Outside Director (Audit and Supervisory Committee Member), Asahi
Broadcasting Group Holdings Corporation
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
Elected as Director in June 2005, Mr. Yoshifumi Kato currently serves as
Representative Director & President, CEO & COO as well as working as
General Manager of the Corporate Management Office. Based on his
abundant experience and track record we judge that he is an appropriate
candidate for Director who is not an Audit and Supervisory Committee
Member and we accordingly request that he be reelected.
 Brief career summary and positions
Apr. 1985

Joined the Company

Jun. 2013

Executive Officer, the Company

Jun. 2017

Director & Managing Executive Officer, the Company(current position)

 Responsibilities

2

Masahiro Ishimaru（Feb. 28, 1962）
Re-election

Deputy General Manager (Management Strategy Group [Overall Group
Strategy], Business Promotion Group [Marketing Design] and Personnel
Division), Corporate Management Office
General Manager in charge of Personnel, Corporate Management Office Important concurrent positions
Director, Keihan Electric Railway Co., Ltd.
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
Elected as an Executive Officer in June 2013, Mr. Masahiro Ishimaru
currently serves as Director & Managing Executive Officer, as well as
being responsible for operations related to Management Strategy Group[Overall Group Strategy], Business Promotion Group [Marketing
Design], and Personnel Division, Corporate Management Office. Basedon his abundant experience and track record we judge that he is anappropriate candidate for Director who is not an Audit and Supervisory
Committee Member and we accordingly request that he be elected.

-6-Candidate
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

11,100 shares

12 out of
12 times

5,031 shares

12 out of
12 times Brief career summary and positions
Apr. 1980

Joined the Company

Jun. 2009

Executive Officer, the Company

Jun. 2013

Director & Managing Executive Officer, the Company

Jun. 2017

Director & Senior Executive Officer, the Company(current position)

 Responsibilities

3

Tatsuya Miura（Mar. 11, 1957）

General Manager, BIOSTYLE Promotion Office; Deputy General
Manager (Management Strategy Group [New Business] and Business
Promotion Group [Railway Line Area Redevelopment]), Corporate
Management Office[General Manager of Real Estate Business]

Re-election

 Important concurrent positions
Representative Director & President, Keihan Tatemono Co., Ltd.
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
Elected as an Executive Officer in June 2009, Mr. Tatsuya Miura
currently serves as Director & Senior Executive Officer (General
Manager of Real Estate Business), as well as being responsible for theGroup's overall Real Estate Business operations. Based on his abundant
experience and track record we judge that he is an appropriate candidate
for Director who is not an Audit and Supervisory Committee Member
and we accordingly request that he be reelected.
 Brief career summary and positions
Apr. 1982

Joined the Company

Jun. 2013

Executive Officer, the Company

Jun. 2017

Director & Managing Executive Officer, the Company(current position)

 Responsibilities
Deputy General Manager (Business Promotion Group [Co-creation ofSightseeing Opportunities]), Corporate Management Office; In charge of
Kyoto Area
[General Manager of Leisure and Service Business]4

Toshihiko Inachi（Dec. 17, 1958）

 Important concurrent positions
Representative Director & Chairman, Hotel Keihan Co., Ltd.
Representative Director & President, Keihan Hotels & Resorts Co., Ltd.

Re-election

Representative Director & President, Keihan Stays Co., Ltd.
Representative Director & Chairman, Biwako Kisen Steamship Co., Ltd.
Representative Director & Chairman, Osaka Aqua Bus Co., Ltd.
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
Elected as an Executive Officer in June 2013, Mr. Toshihiko Inachi
currently serves as Director & Managing Executive Officer (General
Manager of Leisure and Service Business), as well as being responsible
for the Group's overall Leisure and Service Business operations. Basedon his abundant experience and track record we judge that he is anappropriate candidate for Director who is not an Audit and Supervisory
Committee Member and we accordingly request that he be elected.

-7-

Candidate
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

7,510 shares

12 out of
12 times

6,500 shares

12 out of
12 times Brief career summary and positions
Apr. 1981

Joined the Company

Jun. 2013

Executive Officer, the Company

Jun. 2017

Director & Managing Executive Officer, the Company(current position)

 Responsibilities
Deputy General Manager, Corporate Management Office5

Michio Nakano（Oct. 17, 1958）
Re-election[General Manager of Transportation Business] Important concurrent positions
Representative Director & President, Keihan Electric Railway Co., Ltd.
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
Elected as an Executive Officer in June 2013, Mr. Michio Nakano
currently serves as Director & Managing Executive Officer (General
Manager of Transportation Business), as well as being responsible for
the Group's overall Transportation Business operations. Based on his
abundant experience and track record we judge that he is an appropriate
candidate for Director who is not an Audit and Supervisory Committee
Member and we accordingly request that he be elected.
 Brief career summary and positions
Apr. 1982

Joined the Company

Jun. 2013

Executive Officer, the Company

Jun. 2017

Director & Managing Executive Officer, the Company(current position)

 Responsibilities
General Manager, Kyobashi Project Preparation Office; Deputy General
Manager, Corporate Management Office; Deputy General Manager,
BIOSTYLE Promotion Office[General Manager of Retail Distribution Business]
6

Masaya Ueno
（Jan. 13, 1960）
Re-election

 Important concurrent positions
Representative Director & Chairman, Keihan Ryutsu Systems Co., Ltd.
Representative Director & Chairman, KEIHAN DEPARTMENTSTORES LTD.
Representative Director & President, Bio Market Co., Ltd.
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
Elected as an Executive Officer in June 2013, Mr. Masaya Ueno
currently serves as Director & Managing Executive Officer (General
Manager of Retail Distribution Business), as well as being responsible
for the Group's overall Retail Distribution Business operations. Based on
his abundant experience and track record we judge that he is anappropriate candidate for Director who is not an Audit and Supervisory
Committee Member and we accordingly request that he be elected.

-8-Candi
-date
No.

Name
(Date of birth)

Number of theCompany's
shares held

The Number ofAttendance at theBoard ofDirectors
Meetings

0

―

0

―

 Brief career summary

Kazutoshi Murao（Oct. 21, 1952）
7

New Candidate
OutsideIndependent

Apr. 1976

Joined the Nippon Telegraph and Telephone Public
Corporation

Jun. 2009

Senior Executive Vice President, NIPPON TELEGRAPH
AND TELEPHONE WEST CORPORATION

Jun. 2012

President, NIPPON TELEGRAPH AND TELEPHONE
WEST CORPORATION

Jun. 2018

Senior Executive Adviser, NIPPON TELEGRAPH AND
TELEPHONE WEST CORPORATION(current position)

 Important concurrent positions
Senior Executive Adviser, NIPPON TELEGRAPH AND TELEPHONE
WEST CORPORATION Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member
The Company requests the shareholders to elect Mr. Kazutoshi Murao as
Outside Director who is not an Audit and Supervisory Committee
Member in the judgment of the Company that he will be able to utilize
his abundant experience and excellent insight as a manager in the
management and the supervision of the performance of duties of theCompany.
 Brief career summary

Shinya Hashizume（Dec. 6, 1960）
8

New Candidate
OutsideIndependent

Apr. 2006

Professor, Graduate School of Literature and Human
Sciences, Osaka City University and Osaka City
University Urban Research Plaza

Apr. 2008

Distinguished Professor, The Industry – Academia –Government Collaboration Organization, and ResearchInstitute for Tourism Industry

Apr. 2017

Professor, Graduate School of Economics, Osaka
Prefecture University, and Director, Research Institute forTourism Industry of Research Center for the 21st Century,
Organization for Research Promotion (current position)

 Important concurrent positions
Professor, Graduate School of Economics, Osaka Prefecture University
and Director, Research Institute for Tourism Industry of Research Centerfor the 21st Century, Organization for Research Promotion
 Reason for nomination as a candidate for Director who is not an Audit
and Supervisory Committee Member and reasons for judging Mr.
Shinya Hashizume capable of appropriately fulfilling duties as
Outside Director who is not an Audit and Supervisory Committee
MemberBased on his abundant experience as an expert in urban planning andurban cultural studies and his superior knowledge, we judge that he will
perform his duties as Outside Director appropriately, and in order tomake use of that experience and knowledge in the management and thesupervision of the performance of duties of the Company, we requestthat he be elected as Outside Director who is not an Audit andSupervisory Committee Member.

(Notes) 1. Special interests between the Company and the candidates for Directors who are not Audit and Supervisory
Committee Members
Mr. Toshihiko Inachi is the Representative Director of Biwako Kisen Steamship Co., Ltd with which theCompany engages in transactions such as land and building lease arrangements and monetary loans and so on.
2. Messrs. Kazutoshi Murao and Shinya Hashizume are candidates for Outside Directors.

-9-

3. In accordance with the rules of the Tokyo Stock Exchange, the Company has registered the names of Directors
Kazutoshi Murao and Shinya Hashizume as Independent Board Members.
4. Matters concerning candidates for Outside Directors(1) Mr. Kazutoshi Murao
Liability limitation agreement with the candidate for Outside Director:
If the election of Mr. Kazutoshi Murao is approved and resolved, the Company is expected to enter into anagreement with Mr. Kazutoshi Murao to the effect that the liability of him provided for in Article 423,
paragraph 1 of the Companies Act shall be limited to 10 million yen or the minimum amount stipulated bylaws or regulations, whichever is higher, in the event he acts in good faith without gross negligence.
(2) Mr. Shinya Hashizume
Liability limitation agreement with the candidate for Outside Director:
If the election of Mr. Shinya Hashizume is approved and resolved, the Company is expected to enter into
an agreement with Mr. Shinya Hashizume to the effect that the liability of him provided for in Article 423,
paragraph 1 of the Companies Act shall be limited to 10 million yen or the minimum amount stipulated bylaws or regulations, whichever is higher, in the event he acts in good faith without gross negligence.
5. Mr. Shinya Hashizume is expected to take a position as Outside Director who is not an Audit and Supervisory
Committee Member with approval from Osaka Prefecture University under the provisions of its rules by the dateof this General Meeting of Shareholders.

- 10 -

Proposal No. 3: Election of Five (5) Directors Who Are Audit and Supervisory Committee Members

The term of office of all the five (5) Directors who are Audit and Supervisory Committee Members will
expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes toelect five (5) Directors who are Audit and Supervisory Committee Members.
The Company has obtained the consent of the Audit and Supervisory Committee for this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name

1

Tetsuo Nagahama

Re-election

Director
Audit and Supervisory Committee Member(full-time)2

Masakazu Nakatani

Re-election

Director
Audit and Supervisory Committee Member(full-time)3

Hisashi Umezaki

Re-election
OutsideIndependent

Director
Audit and Supervisory Committee Member

4

Nobuyuki Tahara

Re-election
OutsideIndependent

Director
Audit and Supervisory Committee Member

5

Koichi Kusao

Re-election
OutsideIndependent

Director
Audit and Supervisory Committee Member

Current position in the Company- 11 -

Candidate
No.

The Number of The Number ofAttendance at Attendance at
Number of thethe Board ofAudit andCompany's
Directors
Supervisory
shares held
Meetings
Committee
Meetings

Name(Date of birth) Brief career summary and positions

1

Tetsuo Nagahama（Feb. 11, 1959）
Re-election

Apr. 1982

Joined the Company

Jul. 2006

Director, the Company

Oct. 2010

Director & Managing Executive Officer, theCompany

Jul. 2013

General Manager of Accounting Division,
Corporate Management Office, the Company

Jun. 2015

Audit & Supervisory Board Member (full-time),
the Company

Jun. 2017

Audit and Supervisory Committee Member (fulltime), the Company (current position)

 Important concurrent positions

2,631 shares

12 out of
12 times

15 out of
15 times

1,800 shares

12 out of
12 times

15 out of
15 times

Audit & Supervisory Board Member, Keihan Electric Railway
Co., Ltd.
 Reason for nomination as a candidate for Director who is an
Audit and Supervisory Committee Member
Mr. Tetsuo Nagahama had served as an Audit & Supervisory
Board Member (full-time) since his election to that role in June2015 and has served as an Audit and Supervisory Committee
Member since his election to that role in June 2017. Based on his
abundant experience and track record on the audit of theCompany, we judge that he is an appropriate candidate for
Director who is an Audit and Supervisory Committee Member
and we accordingly request that he be reelected.
 Brief career summary and positions

2

Apr. 1983

Joined the Company

Jul. 2007

General Manager, Business Management Division,
the Company

Jul. 2012

Representative Director & President, Keihan
Restaurant Co., Ltd.

Jul. 2015

General Manager belonging to General
Administration Division, Corporate Management
Office, the Company (current position)

Jun. 2016

Audit & Supervisory Board Member (full-time),
the Company

Masakazu Nakatani Jun. 2017
(Jul. 2, 1958)

Audit and Supervisory Committee Member (fulltime), the Company (current position)

Re-election

 Important concurrent positions
Audit & Supervisory Board Member, Keihan Electric Railway
Co., Ltd.
 Reason for nomination as a candidate for Director who is an
Audit and Supervisory Committee Member
Mr. Masakazu Nakatani had served as an Audit & Supervisory
Board Member (full-time) since his election to that role in June
2016 and has served as an Audit and Supervisory Committee
Member since his election to that role in June 2017. Based on his
abundant experience and track record on the audit of theCompany, we judge that he is an appropriate candidate for
Director who is an Audit and Supervisory Committee Member
and we accordingly request that he be reelected.

- 12 -

Candidate
No.

The Number of The Number ofAttendance at Attendance at
Number of thethe Board ofAudit andCompany's
Directors
Supervisory
shares held
Meetings
Committee
Meetings

Name(Date of birth) Brief career summary and positions

Hisashi Umezaki(Aug. 23, 1942)
3

Re-election
OutsideIndependent

Apr. 1966

Joined Ministry of Transport

Jul. 1999

Administrative Vice-Minister of Transport

Jan. 2001

Advisor, Ministry of Land, Infrastructure,
Transport and Tourism

Aug. 2002

Vice President, the Teito Rapid Transit Authority

Apr. 2004

Representative Director & President, Tokyo Metro
Co., Ltd.

Jun. 2011

Senior Corporate Advisor, Tokyo Metro Co., Ltd.

Jun. 2013

Senior Executive Advisor, Tokyo Metro Co., Ltd.

Jun. 2014

Audit & Supervisory Board Member, theCompany

Jun. 2017

Audit and Supervisory Committee Member, theCompany (current position)

Jun. 2017

Advisor, Tokyo Metro Co., Ltd. (current position)0

11 out of
12 times

14 out of
15 times0

12 out of
12 times

15 out of
15 times

 Important concurrent positions
Advisor, Tokyo Metro Co., Ltd.
 Reason for nomination as a candidate for Director who is an
Audit and Supervisory Committee Member
The Company requests the shareholders to reelect Mr. Hisashi
Umezaki as Outside Director who is an Audit and Supervisory
Committee Member in order for him to make use of his abundant
experience and superior knowledge concerning transport
administration and company management in the audit andsupervisory of the Company.
 Brief career summary and positions

Nobuyuki Tahara(Apr. 6, 1953)
4

Re-election
OutsideIndependent

Sep. 1980

Certified Public Accountant (current position)

Dec. 1997

Representative Partner, Century Audit Corporation(Present: Ernst & Young ShinNihon LLC)

Jun. 2014

Retired Representative Partner, Ernst & Young
ShinNihon LLC

Jun. 2016

Audit & Supervisory Board Member, theCompany

Jun. 2017

Audit and Supervisory Committee Member, theCompany (current position)

 Reasons for nomination as a candidate for Outside Director
who is an Audit and Supervisory Committee Member andreasons for judging Mr. Nobuyuki Tahara capable ofappropriately fulfilling duties as Outside Director
Based on his abundant experience in corporate accounting as a
Certified Public Accountant and his superior knowledge, we judge
that he will perform his duties as Outside Director appropriately,
and in order to make use of that experience and knowledge in theaudit and supervisory of the Company, we request that he bereelected as Outside Director who is an Audit and Supervisory
Committee Member.

- 13 -

Candidate
No.

The Number of The Number ofAttendance at Attendance at
Number of thethe Board ofAudit andCompany's
Directors
Supervisory
shares held
Meetings
Committee
Meetings

Name(Date of birth) Brief career summary and positions
Apr. 1990

Attorney at law (current position)

Jun. 2016

Audit &
Company

Jun. 2017

Audit and Supervisory Committee Member, theCompany (current position)

Supervisory

Board

Member,the Important concurrent positions
Koichi Kusao(Mar. 7, 1960)
5

Re-election
OutsideIndependent

Outside Audit & Supervisory Board Member, Daito Chemix
Corporation
Outside Audit & Supervisory Board Member, FUJI OILHOLDINGS INC.

0

12 out of
12 times

15 out of
15 times Reasons for nomination as candidate for Outside Director who
is an Audit and Supervisory Committee Member and reasonsfor judging Mr. Koichi Kusao capable of appropriately
fulfilling duties as Outside Director
Based on his abundant experience in legal affairs as an attorney at
law and his superior knowledge, we judge that he will perform his
duties as Outside Director appropriately, and in order to make useof that experience and knowledge in the audit and supervisory of
the Company, we request that he be reelected as Outside Director
who is an Audit and Supervisory Committee Member.

(Notes) 1. There are no special interests between each of the candidates for Directors who are Audit and Supervisory
Committee Members and the Company.
2. Messrs. Hisashi Umezaki, Nobuyuki Tahara and Koichi Kusao are candidates for Outside Directors.
3. In accordance with the rules of the Tokyo Stock Exchange, the Company has registered the names of Directors
Hisashi Umezaki, Nobuyuki Tahara and Koichi Kusao as Independent Board Members.
4. Matters concerning candidates for Outside Directors(1) Mr. Hisashi Umezaki
1) Number of years in office since first appointment as Outside Director of the Company:
At the conclusion of this General Meeting of Shareholders, Mr. Hisashi Umezaki will have held the post of
Outside Director for two (2) years.
2) Liability limitation agreement with the candidate for Outside Director:
The Company has concluded an agreement with Mr. Hisashi Umezaki to the effect that the liability of him
provided for in Article 423, paragraph 1 of the Companies Act shall be limited to 10 million yen or theminimum amount stipulated by laws or regulations, whichever is higher, in the event he acts in good faithwithout gross negligence. If the election of Mr. Hisashi Umezaki is approved and resolved, the Company
is expected to continue a similar liability limitation agreement with him upon his appointment at this
General Meeting of Shareholders.
(2) Mr. Nobuyuki Tahara
1) Number of years in office since first appointment as Outside Director of the Company:
At the conclusion of this General Meeting of Shareholders, Mr. Nobuyuki Tahara will have held the postof Outside Director for two (2) years.
2) Liability limitation agreement with the candidate for Outside Director:
The Company has concluded an agreement with Mr. Nobuyuki Tahara to the effect that the liability of him
provided for in Article 423, paragraph 1 of the Companies Act shall be limited to 10 million yen or theminimum amount stipulated by laws or regulations, whichever is higher, in the event he acts in good faithwithout gross negligence. If the election of Mr. Nobuyuki Tahara is approved and resolved, the Company
is expected to continue a similar liability limitation agreement with him upon his appointment at this
General Meeting of Shareholders.
(3) Mr. Koichi Kusao
1) Number of years in office since first appointment as Outside Director of the Company:
At the conclusion of this General Meeting of Shareholders, Mr. Koichi Kusao will have held the post of
Outside Director for two (2) years.

- 14 -

2) Liability limitation agreement with the candidate for Outside Director:
The Company has concluded an agreement with Mr. Koichi Kusao to the effect that the liability of him
provided for in Article 423, paragraph 1 of the Companies Act shall be limited to 10 million yen or theminimum amount stipulated by laws or regulations, whichever is higher, in the event he acts in good faithwithout gross negligence. If the election of Mr. Koichi Kusao is approved and resolved, the Company is
expected to continue a similar liability limitation agreement with him upon his appointment at this General
Meeting of Shareholders.

- 15 -

Proposal No. 4: Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee
Member

The resolution regarding the proposal of the election of substitute director who is an Audit and Supervisory
Committee Member, which is approved at the 95th Ordinary General Meeting of Shareholders held on June20, 2017, will be effective until the commencement of this General Meeting of Shareholders. Therefore, theCompany proposes to elect one (1) substitute Director who is an Audit and Supervisory Committee
Member as a precaution against situations in which the number of Directors who are Audit and Supervisory
Committee Members falls short of the number provided for in laws and regulations.
The Company has obtained the consent of the Audit and Supervisory Committee for this proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:

Number of theCompany's
shares held

Name
(Date of birth) Brief career summary
Oct. 2001
Shuhei Hata
（Jan. 13, 1972）
New Candidate
OutsideIndependent

Attorney at law (current position)

 Reasons for nomination as a candidate for substitute Outside Director
who is an Audit and Supervisory Committee Member and reasons for
judging Mr. Shuhei Hata capable of appropriately fulfilling duties as
Outside Director

0

Based on his abundant experience in legal affairs as an attorney at law
and his superior knowledge, we judge that he will perform his duties as
Outside Director appropriately and, in order to make use of thatexperience and knowledge in the audit and supervisory of the Company,
we request that he be elected as Outside Director who is an Audit andSupervisory Committee Member.

(Notes)1. There are no special interests between Mr. Shuhei Hata and the Company.
2. Mr. Shuhei Hata is a candidate for substitute Outside Director who is an Audit and Supervisory Committee
Member.
3. In accordance with the rules of the Tokyo Stock Exchange, the Company will register the name of Mr. Shuhei
Hata as Independent Board Member when Mr. Shuhei Hata takes a position as Outside Director who is an Audit
and Supervisory Committee Member.
4. Matters concerning Mr. Shuhei Hata, candidate for substitute Outside Director who is an Audit and Supervisory
Committee Member
Liability limitation agreement with the candidate for Outside Director
If Mr. Shuhei Hata takes a position as Outside Director who is an Audit and Supervisory Committee
Member, the Company is expected to enter into an agreement with Mr. Shuhei Hata to the effect that theliability of him provided for in Article 423, paragraph 1 of the Companies Act shall be limited to 10
million yen or the minimum amount stipulated by laws or regulations, whoever is higher, in the event heacts in good faith without gross negligence.

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