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 23, 2019
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 13TH 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 13th 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 Thursday, June 13, 2019, Japan standard time.
1. Date and Time:
2. Place:

Friday, June 14, 2019 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
13th Fiscal Year (April 1, 2018 - March 31, 2019) 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 13th Fiscal Year
(April 1, 2018 - March 31, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendment to the Articles of Incorporation
Proposal 2:
Election of Seventeen (17) Directors
Proposal 3:
Election of Two (2) Audit & Supervisory Board Members
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 (http://holdings.sanco.co.jp/) in accordance with laws and regulations and Article 15 of
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
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-1-

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 (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 13th 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¥9 per share of common stock of the Company
Total amount of dividends: ¥892,376,505
3. Effective date of distribution of dividends of surplus
June 17, 2019-3-

Proposal 2:
Partial Amendment to the Articles of Incorporation
1. Reason for the amendment
The Company proposes a partial amendment of Article 2 of its Articles of Incorporation in order torearrange the objectives of the Company in view of the present situation and prepare for future businessdevelopments of subsidiaries of the Company.
2. Details of the amendment
The details of the amendment are as follows.
(Underlined portions are amended.)Present Articles of Incorporation
Proposed Amendment
CHAPTER I. GENERAL PROVISIONSCHAPTER I. GENERAL PROVISIONS(Objectives)
Article 2
The objectives of the Company shall be to control
and manage the business activities of domestic
companies engaged in the following businesses andforeign companies engaged in the equivalentbusinesses, through the ownership of shares in suchcompanies:(1)-(6) (Omitted)(7) Restaurant services and accommodations(8)-(9) (Omitted)(Newly established)(10)-(18) (Omitted)(Newly established)(19)-(20) (Omitted)(Newly established)(Newly established)(21) All other work related to achieving theobjectives of the preceding items
2. (Omitted)(Objectives)
Article 2
The objectives of the Company shall be to control
and manage the business activities of domestic
companies engaged in the following businesses andforeign companies engaged in the equivalentbusinesses, through the ownership of shares in suchcompanies:(1)-(6) (Same as the present)(7) Drive-in business and restaurant services, andhotel business and accommodations(8)-(9) (Same as the present)(10) Senior housing business with nursing careservices(11)-(19) (Same as the present)(20) Contracted security services for facilities or thelike(21)-(22) (Same as the present)(23) Production, processing, and sales of agricultural
products(24) Management of farm stands, tourism farms, andlease farms(25) All other work related to achieving theobjectives of the preceding items
2. (Same as the present)-4-

Proposal 3:
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(current position)

Number ofshares of theCompany held

85,800<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 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 nominates
him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1978
June 2009
June 2012
June 2015
June 2016

Toshihide Ogura(September 9, 1955)(Reappointment)

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. (current position)
Chairman and Representative Director of Sanco Real EstateCo., Ltd. (current position)
Chairman and Representative Director of Meihankintetsu
Bus Co., Ltd. (current position)
President and Representative Director of the Company(current position)

Number ofshares of theCompany held

56,000[Significant concurrent positions]
Chairman and Representative Director of Mie Kotsu Co., Ltd.
Chairman and Representative Director of Sanco Real Estate Co., Ltd.
Chairman and Representative Director of Meihankintetsu Bus Co., Ltd.
<Reason for nomination as a candidate for Director>
Mr. 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 and Director of Kintetsu Corporation since 2009 and has in-depth
knowledge and a wealth of experience in the corporate management. He has been engaged in the Group’s management as
the President and Representative Director of the Company since 2016. The Company believes that he can contribute tostrengthening the effectiveness of the decision-making and control function of the Board of Directors by utilizing his
experience and insight at the Board of Directors of the Company. Thus, the Company nominates him as a candidate for
Director.
April 1979
June 2009
June 2011
June 2013
June 2013
June 2017
Kenichi Takeya(July 28, 1956)

June 2018
June 2018(Reappointment)
June 2018
3

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

40,000[Significant concurrent positions]
Vice President and Representative Director of Mie Kotsu Co., Ltd.
Representative Director of Sanco Iseshima 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. 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.

-6-

No.

Name
(Date of birth)

Shinya Nakagawa(September 7, 1958)

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

Number ofshares of theCompany held

23,500(Reappointment)[Responsibilities at the Company]
Responsible for General Affairs and Human Resources Group
Responsible for Accounting Group

4[Significant concurrent position]
Senior Managing Director of Mie Kotsu Co., Ltd.
<Reason for nomination 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 companies 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 nominates 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.
June 2017
Director of the Company (current position)
June 2018
Managing Director of Mie Kotsu Co., Ltd. (current position)

28,600[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.

-7-

No.

Name
(Date of birth)

Noriyuki
Kawamura(January 9, 1953)

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

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

Number ofshares of theCompany held

55,600(Reappointment)[Significant concurrent position]
President and Representative Director of Mie Isuzu Motor Co., Ltd.

6

<Reason for nomination as a candidate for Director>
Mr. Noriyuki Kawamura has been working for the Group since 1975 and has gained a wealth of business experiencethrough his involvement in personnel affairs and general affairs. He has been engaged in the Group’s management as a
Director of the Company since 2011. The Company believes that he can contribute to strengthening the effectiveness ofthe decision-making and control function of the Board of Directors by utilizing his experience and insight at the Board of
Directors of the Company. Thus, the Company nominates him as a candidate for Director.
April 1977
June 2004
June 2007
June 2009
June 2011
Toshiaki Fujii(February 10, 1955)(Reappointment)
7

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.

June 2013
June 2013

Director of the Company (current position)
President and Representative Director of Sanco Creative Life
Co., Ltd. (current position)
September 2014 President and Representative Director of Sanco CL 2 Co., Ltd.
(current position)

44,400[Significant concurrent positions]
President and Representative Director of Sanco Creative Life Co., Ltd.
President and Representative Director of Sanco CL 2 Co., Ltd.
<Reason for nomination as a candidate for Director>
Mr. 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 companies 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 nominates him as a candidate for Director.

-8-

No.

Name
(Date of birth)

ManabuTakabayashi(September 13, 1956)

Past experience, positions
and significant concurrent positions
April 1981
June 2011
June 2013
June 2014
June 2014
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

30,800(Reappointment)[Significant concurrent position]
President and Representative Director of Sanco Real Estate Co., Ltd.

8

<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 1980
June 2014
June 2016
June 2017
Takeshi Matsuda(April 14, 1957)

June 2017
June 2017(Reappointment)
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. (current position)
President and Representative Director of Meihan Kintetsu TravelCo., Ltd. (current position)
President and Representative Director of Midori Service Co.,
Ltd. (current position)

26,300

Director of the Company (current position)

9[Significant concurrent positions]
President and Representative Director of Meihankintetsu Bus Co., Ltd.
President and Representative Director of Meihan Kintetsu Travel Co., Ltd.
President and Representative Director of Midori Service Co., Ltd.
<Reason for nomination 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 nominates him as a candidate for
Director.

-9-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1979

Joined Mie Kotsu Co., Ltd.

June 2009

Director of Sanco Home Co., Ltd. (current Sanco Real EstateCo., Ltd.)
Executive Officer of Sanco Real Estate Co., Ltd.
Director of Mie Kotsu Co., Ltd.
President and Representative Director of Sanco Inn Co., Ltd.
(current position)
Director of the Company (current position)

Tomohiro
Okawa(August 5, 1955)

April 2010
June 2012
April 2013

(Reappointment)

June 2015

Number ofshares of theCompany held

25,400[Significant concurrent position]
President and Representative Director of Sanco Inn Co., Ltd.

10

<Reason for nomination 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 companies 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 nominates him as a
candidate for Director.

Sumito Ando
(July 21, 1961)(Reappointment)
11

April 1984
March 2011
June 2013
June 2015
June 2017
June 2017

Joined Mie Kotsu Co., Ltd.
Director of Matsusaka Country Club Co., Ltd.
Director of Mie Kotsu Co., Ltd.
Managing Director of Mie Kotsu Co., Ltd.
President and Representative Director of Sanco Community
Co., Ltd. (current position)
Director of the Company (current position)

25,000[Significant concurrent position]
President and Representative Director of Sanco Community Co., Ltd.
<Reason for nomination 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 nominates him as a
candidate for Director.

- 10 -

No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1982
June 2011
June 2014
June 2016

Shigehisa Fujiwara(November 26, 1959)<Reappointment>

June 2017
June 2018
June 2018

12

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

Number ofshares of theCompany held

24,500[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.

Takayuki Muto
(October 4, 1960)<Reappointment>
13

April 1984
June 2009
July 2012
June 2013
June 2014
June 2016
June 2017
June 2018

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

25,800[Significant concurrent position]
President and Representative Director of Toba Seaside Hotel 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 and insightat the Board of Directors of the Company. Thus, the Company nominates him as a candidate for Director.

- 11 -

No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1968

Tetsuya Kobayashi(November 27, 1943)(Outside Director)(Reappointment)

14

Joined Kintetsu Corporation (current Kintetsu Group Holdings
Co., Ltd.)
June 2001 Director of Kintetsu Corporation
June 2003 Managing Director of Kintetsu Corporation
June 2005 Senior Managing Director of Kintetsu Corporation
June 2007 President and Representative Director of Kintetsu Corporation
June 2007 President and Representative Director of Mieken Kanko Kaihatsu
Co., Ltd.
June 2010 Outside Director of the Company (current position)
June 2013 Chairman and Representative Director of Mieken Kanko Kaihatsu
Co., Ltd.
April 2015 Chairman and Representative Director of Kintetsu Group
Holdings Co., Ltd. (current position)
June 2015 Chairman and Director of Mieken Kanko Kaihatsu Co., Ltd.
(retired in June 2016)

Number ofshares of theCompany held

13,000[Significant concurrent positions]
Chairman and Representative Director of Kintetsu Group Holdings Co., Ltd.
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 nomination 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 as Director of
Kintetsu Corporation in 2001 and has gained knowledge and experience in management. The Company believes that hecan contribute 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 nominates him as a candidate for Outside
Director.
September 1977 Institutional Assistant, National Defense Medical College
Lecturer, National Defense Medical College
May 1980
Assistant Professor, Faculty of Medicine, Osaka University
October
1995
Atsumasa Uchida
Professor, Faculty of Medicine, Mie University
May
1996(February 19, 1947)
April 2005
Director of Mie University Hospital
April 2009
President of Mie University(Outside Director)
Adviser to the President of Mie University (current position)(Independent Director) April 2015
June 2015
Outside Director of the Company (current position)(Reappointment)

15

900

[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 throughhis service as the President of Mie University. Although he has never engaged in corporate management in the past
except as an outside officer, he has deep insight and a wealth of experience gained in the course of his career, and for thereasons above, 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 nominates him as a candidate for Outside Director.

- 12 -

No.

Name(Date of birth)

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

Past experience, positions
and significant concurrent positions
April 1980
April 1985
January 1992
December 2011
June 2014
June 2015
June 2016

Official of 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. (current position)
Outside Director of the Company (current position)

Number ofshares of theCompany held

13,200[Significant concurrent positions]
Attorney-at-law
Outside Director of Being Co., Ltd.

16
<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 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 to longterm. Thus, the Company nominates him as a candidate for Outside Director.
April 1988
July 2005
July 2007
Ryutaro Yabumoto(July 24, 1964)<New candidate>17

June 2016

June 2017

Joined Mie Kotsu Co., Ltd.
Director of Sanco Iseshima Kotsu Co., Ltd.
Representative Director of Sanco Iseshima Kotsu Co., Ltd.
(retired in June 2009)
Sales Manager of (Charter) Bus Business Department andGeneral Manager of Travel Sales Department, Mie Kotsu Co.,
Ltd. (current position)
Director of Mie Kotsu Co., Ltd. (current position)

15,200[Significant concurrent position]
Director of Mie Kotsu Co., Ltd.
<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 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 nominates him as a
candidate for Director.

- 13 -

(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 nine years, Mr. Atsumasa Uchida will have served as Outside
Director for four years, and Mr. Yoshiyuki Kusui will have served as Outside Director for three 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 Department Store Co., Ltd., where Mr. Tetsuya Kobayashi served as the Chairman and Director, received acease and desist order and a payment order for surcharge under the Antimonopoly Act from the Japan Fair Trade
Commission on October 3, 2018 with respect to the increase of shipping fees for special offer gifts applied during theend-of-year and midyear gift-giving seasons.
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 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 theirreappointment is approved, the Company intends to continue the said agreements with them.
6. On June 14, 2019, Mr. Kenichi Takeya is scheduled to retire from the office of Representative Director of Sanco
Iseshima Kotsu Co., Ltd. and Representative Director of Mie Kyuko Jidosha Co., Ltd., as well as Representative
Director of Happu Bus Co., Ltd. and assume the office of Vice President and Representative Director of the Company
and President and Representative Director of Mie Kotsu Co., Ltd., and Mr. Takayuki Muto is scheduled to retire fromthe office of President and Representative Director of Toba Seaside Hotel Co., Ltd. and assume the office of Vice
President and Representative Director of Sanco Creative Life Co., Ltd. and President and Representative Director of
Sanco CL 2 Co., Ltd., and Mr. Ryutaro Yabumoto is scheduled to retire from the office of Director of Mie Kotsu Co.,
Ltd. and assume the office of President and Representative Director of Toba Seaside Hotel Co., Ltd.
On the same date, Mr. Toshiaki Fujii is scheduled to retire from the office of President and Representative
Director of Sanco CL 2 Co., Ltd.
7. Mr. Tetsuya Kobayashi is scheduled to retire from the office of Chairman and Director of Kintetsu Department Store
Co., Ltd. on May 23, 2019 and the office of Chairman and Director of KNT-CT Holdings Co., Ltd. on June 19, 2019.

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Proposal 4:
Election of Two (2) Audit & Supervisory Board Members
The term of office of Audit & Supervisory Board Member Mr. Yoshimitsu Yanagi will expire at theconclusion of this Ordinary General Meeting of Shareholders, and Audit & Supervisory Board Member Mr.
Yoshihiro Yasumoto will resign at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, the election of two 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

Kei Kumoi(June 21, 1957)

April 1980
June 2010
June 2011
June 2012
June 2013
June 2014<New candidate>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.
(current position)
Vice President and Representative Director of the Company(current position)

Number ofshares of theCompany held

60,950[Significant concurrent position]
President and Representative Director of Mie Kotsu Co., Ltd.
<Reason for nomination as a candidate for Audit & Supervisory Board Member>
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 Vice President and Representative Director of
the Company in 2014. Based on this experience and achievement, as well as knowledge 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.

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No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1983
December 2005

Takashi Wakai(May 30, 1959)

2

May 2010

Joined Kintetsu Corporation (current Kintetsu Group Holdings
Co., Ltd.)
General Manager of Accounting Department, Kintestsu
Corporation
General Manager of Business Management Department, Group
Business Division, Kintestsu Corporation
General Manager of Corporate Planning Department, Kintestsu
Corporation
Director and Managing Executive Officer of Kintetsu Group
Holdings Co., Ltd. (current position)

June 2010(Outside Audit &Supervisory Board June 2016
Member)<New candidate>[Significant concurrent positions]
Director and Managing Executive Officer of Kintetsu Group Holdings Co., Ltd.
Audit & Supervisory Board Member of Kintetsu Department Store Co., Ltd.

Number ofshares of theCompany held

3,000

<Reason for nomination as a candidate for Outside Audit & Supervisory Board Member>
Mr. Takashi Wakai joined Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.) in 1983 and has gained awealth of business experience as well as extensive knowledge of finance and accounting through his involvement inaccounting. He was appointed Officer of Kintetsu Corporation in 2016. The Company believes that he is capable ofappropriately fulfilling his duties as Audit & Supervisory Board Member from his objective standpoint, and nominates
him as a candidate for Outside Audit & Supervisory Board Member.
(Notes)1. There are no special interests between the candidates and the Company.
2. Mr. Takashi Wakai is a candidate for Outside Audit & Supervisory Board Member.
3. Kintetsu Department Store Co., Ltd., where Mr. Takashi Wakai served as Audit & Supervisory Board Member,received a cease and desist order and a payment order for surcharge under the Antimonopoly Act from the Japan Fair
Trade Commission on October 3, 2018 with respect to the increase of shipping fees for special offer gifts applied
during the end-of-year and midyear gift-giving seasons. Mr. Takashi Wakai has called attention to the importance ofensuring legal compliance in daily operations on such occasions as meetings of the Board of Directors and Audit &Supervisory Board, and since the incident occurrence, he has fulfilled his responsibilities as an Audit & Supervisory
Board Member for taking necessary actions, such as monitoring for preventing recurrence.
4. If Mr. Takashi Wakai is appointed as Outside Audit & Supervisory Board Member as proposed in this proposal andassumes office, in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act and Article 37 of
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.
5. Mr. Kei Kumoi is scheduled to retire from the office of Vice President and Representative Director of the Company
and the office of President and Representative Director of Mie Kotsu Co., Ltd. on June 14, 2019.

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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 substitutedin 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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