Note: This document has been translated from the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail.
The Company assumes no responsibility for this translation or for direct, indirect or any other forms ofdamages arising from the translation.
(Stock Exchange Code 3232)
May 30, 2024
(Date of commencement of measures for electronic provision: May 28, 2024)
To Shareholders with Voting Rights:
Kenichi Takeya
President and Representative Director

Mie Kotsu Group Holdings, Inc.

1-1, Chuo, Tsu City, Mie

NOTICE OF
THE 18TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 18th Ordinary General Meeting of Shareholders of Mie Kotsu Group Holdings, Inc. (the “Company”)
will be held as described below.
In convening the Meeting, the Company has taken measures for electronic provision for information
contained in the Reference Documents for the General Meeting of Shareholders, etc. (the matters subject tomeasures for electronic provision). This information is posted on the Company’s website on the Internet. Please
access this website to view the information.
The Company’s website:
https://holdings.sanco.co.jp/english/ir/stock/meeting/(The information is posted under the heading “The 18th Ordinary General Meeting of Shareholders” on
the above website.)
In addition to the above, the information is also posted on the website of the Tokyo Stock Exchange (TSE).
TSE website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the above TSE website, enter “Mie Kotsu Group Holdings” in the Issue name (company
name) field or “3232” in the Code field, and click “Search.” Then, select “Basic information” and“Documents for public inspection/PR information.” The information is posted in “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting]” under “Filed
information available for public inspection.”)If you decide not to attend the meeting in person, you may exercise your voting rights in writing or via theInternet. Please take the time to review the Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 6:00 p.m., on Wednesday, June 19, 2024, the Japan standard time.
1. Date and Time:
2. Place:

Thursday, June 20, 2024 at 10:00 a.m. Japan standard time
Theater, Mie Center For the Arts,
1234 Isshindenkozubeta, Tsu City, Mie, Japan* The venue has been changed from the previous year’s venue.
* The progress of the Meeting will be live-streamed on the Internet. For moredetails such as instructions on how to view the live stream, please see pages
6 to 7 of the Japanese version of this Notice. (Japanese language only)-1-3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
18th Fiscal Year (April 1, 2023 - March 31, 2024) 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 18th Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Twelve (12) Directors
Proposal 3:
Election of Two (2) Audit & Supervisory Board Members
Proposal 4:
Election of One (1) Substitute Audit & Supervisory Board Member
4. Other:
The Reference Documents for the General Meeting of Shareholders has also been sent to shareholders
who have not submitted a request for delivery of paper copy. To shareholders who have submitted a request
for delivery of paper copy, the paper copy containing the matters subject to measures for electronic provision
has been sent, except for 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, theConsolidated Statement of Changes in Net Assets and the Notes to the Consolidated Financial Statements,
which are part of the Consolidated Financial Statements, and the Statement of Changes in Net Assets andthe Notes to the Non-consolidated Financial Statements, which are part of the Non-consolidated Financial
Statements in accordance with laws and regulations and the Company’s Articles of Incorporation. The Audit& Supervisory Board Members and the Accounting Auditor have audited the documents subject to audit,
including those not included in the paper copy sent to shareholders.
- END 1.

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.

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.

Details of any updates to the matters subject to measures for electronic provision will be posted on thewebsites shown above.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

Matters concerning year-end dividends
The Company’s policy on dividends is to provide stable returns to shareholders while striving to establish
a stable management platform over the long term and while taking into consideration the changes in operating
results and the internal reserves required for the future.
The Mie Kotsu Group celebrated the 80th anniversary of its founding in February 2024, and we would liketo take this opportunity to express our heartfelt thanks to our shareholders and other stakeholders for theirconstant support.
In gratitude to our shareholders, we propose to pay year-end dividends for the 18th fiscal year of ¥6 pershare, including a special dividend of ¥1 to commemorate the Group’s 80th anniversary in addition to theordinary dividend of ¥5.
These year-end dividends, combined with the interim dividends of ¥6 distributed earlier in the fiscal year,
bring the annual dividends for the 18th fiscal year to ¥12 per share.
1. Type of dividend property
Cash
2. Allocation of dividend property to shareholders and total amount thereof¥6 per share of common stock of the Company(Comprising of an ordinary dividend of ¥5 and a special dividend of ¥1)
Total amount of dividends: ¥600,257,436
3. Effective date of distribution of dividends of surplus
June 21, 2024

-3-

Proposal 2:
Election of Twelve (12) Directors
The terms of office of all Directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders. We therefore propose to elect twelve (12) Directors.
The candidates for Director are as follows:
No.

Current position and responsibility
at the Company

Name

Attendanceat the Boardof Directors
meetings
9/9(After taking
office on June23, 2023)

1

Reappointment

Toshihide Ogura

Chairman and Representative Director

2

Reappointment

Kenichi Takeya

President and Representative Director

11/11

3

Reappointment

Naoyuki Okamoto

Director and Executive Advisor

11/11

4

Reappointment

Hideaki Tabata

5

Reappointment

Michiyasu Masuda

6

Reappointment

Yoko Murata

Director

11/11

7

Reappointment

Michitaka Nakamura

Director

11/11

Yoshiyuki Kusui

Director

11/11

Takashi Tsuji

Director

10/11

Ayako Tanaka

Director

11/11

Izumi Takamiya

Director

11/11

Takashi Ueda

Director

11/11

8
9
10

11

12

Reappointment
Outside Director
Independent Director
Reappointment
Outside Director
Reappointment
Outside Director
Independent Director
Reappointment
Outside Director
Independent Director
Reappointment
Outside Director
Independent Director

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

-4-

9/9

(After taking
office on June23, 2023)

9/9(After taking
office on June23, 2023)

No.

Name
(Date of birth)

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

1

Toshihide Ogura(September 9, 1955)

June 2016
June 2016(Reappointment)

June 2016

Attendance at theBoard of Directors
meetings:
9/9

June 2016
June 2020
June 2023
June 2023

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 Kintetsu
Corporation
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.
President and Representative Director of the Company
President of Kintetsu Group Holdings Co., Ltd.
Chairman and Representative Director of Sanco Real EstateCo., Ltd. (current position)
Chairman and Representative Director of the Company (current
position)

Number ofshares of theCompany held

107,300[Significant concurrent position]
Chairman and Representative Director of Sanco Real Estate Co., Ltd.
<Reason for nomination as a candidate for Director>
Mr. Toshihide Ogura has worked for Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.) since 1978 andhas gained a wealth of business experience through his involvement in general affairs and administration of the group.
He has served as Executive Officer and Director of Kintetsu Corporation since 2009 and has in-depth knowledge and awealth of experience in the corporate management. He was engaged in the group management as the President andRepresentative Director of the Company for four years from 2016 and as the President of Kintetsu Group Holdings forthree years from 2020. The Company believes that he can contribute to strengthening the effectiveness of the decisionmaking and control function of the Board of Directors by utilizing his experience and insight at the Board of Directors.
Thus, the Company nominates him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Kenichi Takeya(July 28, 1956)(Reappointment)

2

Attendance at theBoard of Directors
meetings:
11/11

Past experience, positions
and significant concurrent positions
April 1979
June 2009
June 2011
June 2013
June 2013
June 2017
June 2019
June 2019
June 2023
June 2023
June 2023

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.
Vice President and Representative Director of the Company
Chairman and Representative Director of Mie Kotsu Co., 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

135,300[Significant concurrent positions]
Chairman and Representative Director of Mie Kotsu Co., Ltd.
Chairman and Representative Director of Meihankintetsu 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 a Group company. He also has been engaged in the Group’s
management as a Director of the Company since 2013. The Company believes that he can contribute to strengthening theeffectiveness of the decision-making and control function of the Board of Directors by utilizing his experience andinsight at the Board of Directors of the Company. Thus, the Company nominates him as a candidate for Director.
April 1970

Naoyuki Okamoto(December 29, 1946)(Reappointment)

3

Attendance at theBoard of Directors
meetings:
11/11

June 2003
June 2005
June 2007
June 2010
June 2010
June 2010
June 2010
June 2016
June 2023

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
Director and Executive Advisor of the Company (current
position)

215,600<Reason for nomination as a candidate for Director>
Mr. Naoyuki Okamoto has worked for Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.) since 1970 andhas gained a wealth of business experience through his involvement in public relations, personnel affairs, and the realestate 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 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.

-6-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1986
June 2017
June 2019
June 2020

Hideaki Tabata(August 30, 1963)(Reappointment)

4

Attendance at theBoard of Directors
meetings:
9/9

June 2020
June 2020
June 2021
June 2023
June 2023

Joined Mie Kotsu Co., Ltd
Managing Director of Meihankintetsu Bus Co., Ltd.
Director of Mie Kotsu Co., Ltd.
President and Representative Director of Meihankintetsu Bus
Co., Ltd.
President and Representative Director of Meihan Kintetsu
Travel Co., Ltd.
Director of the Company
Executive Officer of the Company
President and Representative Director of Mie Kotsu Co., Ltd.
(current position)
Director of the Company (current position)

Number ofshares of theCompany held

40,200[Significant concurrent position]
President and Representative Director of Mie Kotsu Co., Ltd.
[Responsibilities]
Responsible for Human Resources, General Affairs and Human Resources
Group<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. He has
been engaged in the Group’s management as Director and other roles of the Company since 2020. 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. Thus, the Company nominates him
as a candidate for Director.
April 1989

Michiyasu Masuda(November 24, 1964)(Reappointment)

5

Attendance at theBoard of Directors
meetings:
9/9

June 2021
March 2023
June 2023
June 2023

Joined Kintetsu Corporation (current Kintetsu Group Holdings
Co., Ltd.)
Executive Officer of Kintetsu Group Holdings Co., Ltd.
Executive Officer of the Company
Senior Managing Director of Mie Kotsu Co., Ltd. (current
position)
Director of the Company (current position)[Significant concurrent position]
Senior Managing Director of Mie Kotsu Co., Ltd.

23,700[Responsibilities]
Responsible for Planning Office, General Affairs and Human Resources Group,
Accounting Group, and Internal Control Office<Reason for nomination as a candidate for Director>
Mr. Michiyasu Masuda has worked as a member of Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.)
since 1989, involved in the railway business, administrative general affairs, group management, and planning. He has
been engaged in the group management as Executive Officer of Kintetsu Group Holdings Co., Ltd. since 2021 andDirector of the Company since 2023. 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. Thus, the Company nominates him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Yoko Murata(January 29, 1972)(Reappointment)

6

Attendance at theBoard of Directors
meetings:
11/11

Past experience, positions
and significant concurrent positions
April 1994
June 2016
June 2017
June 2020
June 2020

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

Number ofshares of theCompany held

42,700[Significant concurrent position]
President and Representative Director of Sanco Inn Co., Ltd.

<Reason for nomination as a candidate for Director>
Ms. Yoko Murata has been working for the Group since 1994 and has gained a wealth of business experience throughher involvement in the bus business and general affairs. She has been engaged in the Group’s management as Director of
the Company since 2020. The Company believes that she can contribute to strengthening the effectiveness of thedecision-making and control function of the Board of Directors by utilizing her experience and insight at the Board of
Directors of the Company. Thus, the Company nominates her as a candidate for Director.

Michitaka Nakamura(March 14, 1963)(Reappointment)

7

Attendance at theBoard of Directors
meetings:
11/11

April 1987
June 2014
June 2016
June 2018
June 2021
June 2021

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

95,400[Significant concurrent position]
President and Representative Director of Sanco Real Estate Co., Ltd.

<Reason for nomination as a candidate for Director>
Mr. Michitaka Nakamura has been working for the Group since 1987 and has gained a wealth of business experiencethrough his involvement in accounting and planning and as a Director of a Group company. He has been engaged in theGroup’s management as Director of the Company since 2021. 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.

-8-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

April 1980
April 1985
January 1992
June 2014(Outside Director)
June 2016(Independent Director)
June 2021(Reappointment)
Yoshiyuki Kusui(May 14, 1954)

8

Attendance at theBoard of Directors
meetings:
11/11

Joined Mie Prefectural Government
Registered as attorney-at-law
Opened Kusui Law OfficeOutside Audit & Supervisory Board Member of the Company
Outside Director of the Company (current position)
Registered as a tax accountant

Number ofshares of theCompany held

24,800[Significant concurrent positions]
Attorney-at-law
Tax accountant<Reason for nomination as a candidate for Outside Director and outline of expected role>
Mr. Yoshiyuki Kusui has served as an Outside Audit & Supervisory Board Member of the Company for two years since2014 and has been engaged in audits of the Company to ascertain whether performance of duties of management islawful and reasonable. Although he has never engaged in corporate management in the past except as an outside officer,
he has a wealth of knowledge and experience cultivated as an attorney-at-law. For the reasons above, the Company
expects that he is capable of providing accurate advice on management of the Company from an objective viewpoint andthat he can contribute to further strengthening the effectiveness of the decision-making and control function of the Boardof 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.
April 1982
January 2015
Takashi Tsuji(August 26, 1957)(Outside Director)(Reappointment)

9

Attendance at theBoard of Directors
meetings:
10/11

June 2016
June 2019
June 2019
June 2020
June 2021
June 2023

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

3,700[Significant concurrent positions]
President of Kintetsu Group Holdings Co., Ltd.
Director of Kin-Ei Corp.

<Reason for nomination as a candidate for Outside Director and outline of expected role>
Mr. Takashi Tsuji has been working for Kintetsu Corporation (current Kintetsu Group Holdings Co., Ltd.) since 1982
and has gained a wealth of business experience through his involvement in railway business. He became President andRepresentative Director of Kintetsu Railway Co., Ltd. in June 2019 and President of Kintetsu Group Holdings Co., Ltd.
in June 2023, and has in-depth knowledge and a wealth of experience of corporate management. The Company expects
that he can contribute to further strengthening the effectiveness of the decision-making and control function of the Boardof Directors and to the enhancement of the Group’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.

-9-

No.

10

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

October 1973
Joined Suzuka Public Health Center, Mie Prefecture
April 1978
Joined Shiokawa Hospital
Ayako Tanaka
April 1988
Director of Shiokawa Hospital, Medical Corporation Seijinkai(April 30, 1950)
May 1997
Executive Director of Social Welfare Corporation Hakuaikai
December 1998 President of Medical Corporation Seijinkai (current position)(Outside Director)
President of Social Welfare Corporation Hakuaikai (current(Independent Director) June 2010
position)(Reappointment)
June 2021
Outside Director of the Company (current position)
Attendance at the[Significant concurrent positions]Board of Directors
President of Medical Corporation Seijinkai
meetings:
President of Social Welfare Corporation Hakuaikai
11/11

Number ofshares of theCompany held

600

<Reason for nomination as a candidate for Outside Director and outline of expected role>
Although Ms. Ayako Tanaka has never engaged in corporate management in the past in other ways than serving as an
outside director, she has deep insight and a wealth of experience as an executive of a medical institution, etc. For thereason above, the Company expects that she can provide accurate advice on management of the Company from an
objective viewpoint and that she can contribute to further strengthening the effectiveness of the decision-making andcontrol function of the Board of Directors and to the enhancement of the Group’s corporate value over the medium tolong term. Thus, the Company nominates her as a candidate for Outside Director.
May 1989
April 2001
Izumi Takamiya(July 22, 1958)

April 2005
April 2007

(Outside Director)
April 2011
(Independent Director)(Reappointment)
October 201611

Attendance at theBoard of Directors
meetings:
11/11

November 2017
June 2021

Research Associate of School of Humanities and Social
Sciences, Waseda University
Lecturer of Faculty of Literature, Arts and Cultural Studies,
Kindai University
Assistant Professor of Faculty of Literature, Arts and Cultural
Studies, Kindai University
Associate Professor of Faculty of Literature, Arts and Cultural
Studies, Kindai University
Professor of Faculty of Literature, Arts and Cultural Studies,
Kindai University (current position)
Dean of Faculty of Literature, Arts and Cultural Studies,
Kindai University
Vice President of Kindai University (current position)
Outside Director of the Company (current position)

6,300[Significant concurrent position]
Vice President and Professor of Faculty of Literature, Arts and Cultural Studiesof Kindai University<Reason for nomination as a candidate for Outside Director and outline of expected role>
Ms. Izumi Takamiya has experience in university management through her service as Vice President of Kindai
University in addition to her career as a university professor. Although she has never engaged in corporate managementin the past in other ways than serving as an outside director, she has deep insight and a wealth of experience gained in
the course of her career. For the reasons above, the Company expects that she can provide accurate advice onmanagement of the Company from an objective viewpoint and that she can contribute to further strengthening theeffectiveness of the decision-making and control function of the Board of Directors and to the enhancement of theGroup’s corporate value over the medium to long term. Thus, the Company nominates her as a candidate for Outside
Director.

- 10 -

No.

Name(Date of birth)
Takashi Ueda
(May 1, 1952)

12

Past experience, positions
and significant concurrent positions
April 1975
April 2009

Joined Mie Prefectural Government
General Manager of Department of General Affairs, Mie
Prefectural Government
Vice Governor, Mie Prefectural Government
Chairman, Mie Credit Guarantee Association
President, Mie Prefecture Tomonokai Foundation (current
position)
Outside Director of the Company (current position)

April 2012
June 2016(Outside Director)(Independent Director) June 2021
(Reappointment)
June 2022
Attendance at theBoard of Directors[Significant concurrent position]
meetings:
President, Mie Prefecture Tomonokai Foundation
11/11

Number ofshares of theCompany held

1,100

<Reason for nomination as a candidate for Outside Director and outline of expected role>
Mr. Takashi Ueda has many years of experience as a responsible person of administrative bodies, including his service
as Vice Governor of Mie Prefectural Government. Although he has never engaged in corporate management in the pastin other ways than serving as an outside director, he has deep insight and a wealth of experience gained in the course of
his career. For the reasons above, the Company expects that he can provide accurate advice on management of theCompany from an objective viewpoint and that he can contribute to further strengthening the effectiveness of thedecision-making and control function of the Board of Directors and to the enhancement of the Group’s corporate value
over the medium to long term. Thus, the Company nominates him as a candidate for Outside Director.
(Notes)1. There are no special interests between each of the candidates and the Company.
2. Mr. Yoshiyuki Kusui, Mr. Takashi Tsuji, Ms. Ayako Tanaka, Ms. Izumi Takamiya and Mr. Takashi Ueda are candidates for
Outside Director. Mr. Yoshiyuki Kusui will have served as Outside Director for eight years, Mr. Takashi Tsuji for four years,
Ms. Ayako Tanaka and Ms. Izumi Takamiya for three years and Mr. Takashi Ueda for two years at the conclusion of thisOrdinary General Meeting of Shareholders.
3. The Company has registered Mr. Yoshiyuki Kusui, Ms. Ayako Tanaka, Ms. Izumi Takamiya and Mr. Takashi Ueda as
Independent Directors with the Tokyo Stock Exchange and the Nagoya Stock Exchange.
4. The Criteria for Independence of Outside Directors/Audit & Supervisory Board Members are presented on the Company’s
website (https://holdings.sanco.co.jp/ir/governance/). (Japanese language only)
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 Mr. Yoshiyuki Kusui, Mr. Takashi Tsuji, Ms. Ayako Tanaka,
Ms. Izumi Takamiya and Mr. Takashi Ueda that limit their liability for damages provided in Article 423, Paragraph 1 of theCompanies Act. The maximum amount of liability pursuant to the agreement is the amount stipulated by laws and regulations.
If their reappointment is approved, the Company intends to continue the said agreements with them.
6. The Company has executed with an insurance company a directors and officers liability insurance agreement stipulated in
Article 430-3, Paragraph 1, of the Companies Act that covers Directors, Audit & Supervisory Board Members, executive
officers and major employees of the Company and its consolidated subsidiaries as the insured to compensate the insured fordamages, litigation costs, and any other relevant costs and expenses that may arise in the event that the insured are held
liable, or receive a claim for such liability, with regard to the performance of their duties. The insurance premiums are fully
borne by the Company. If the appointment of each candidate is approved, the candidate will be covered by the said liability
insurance agreement as the insured. The liability insurance agreement will be renewed during the candidates’ term of office.
7. Mr. Takashi Tsuji is scheduled to take office as Chairman of the Board of Kintetsu Group Holdings Co., Ltd. and Mr. Takashi
Ueda is scheduled to take office as Director (Audit Committee Member) of San ju San Financial Group, Inc. on June 21,
2024.

- 11 -

Proposal 3:
Election of Two (2) Audit & Supervisory Board Members
The terms of office of Audit & Supervisory Board Members Mr. Shinya Nakagawa and Mr. 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 1981
June 2011
Shinya Nakagawa(September 7, 1958) June 2013
June 2015(Reappointment)
June 2015
June 2017
Attendance at the Audit June 2020
& Supervisory Board
meetings:
11/11

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
Senior Managing Director of Mie Kotsu Co., Ltd.
Audit & Supervisory Board Member of the Company (current
position)

Number ofshares of theCompany held

42,100<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 and extensive
knowledge of finance and accounting through his involvement in accounting. He has been engaged in the Group’s
management as a Director of the Company since 2015. Based on his achievement, experience and capability, theCompany believes him to be an appropriate Audit & Supervisory Board Member, and nominates him as a candidate for
Audit & Supervisory Board Member.
Toshiyuki Yamanaka(November 26, 1953)

2(Outside Audit &Supervisory Board
Member)(Independent Audit &Supervisory Board
Member)(New candidate)August 1983
June 1989
April 1991
April 1991
June 1995
July 2007

Registered as Certified Public Accountant
Partner of Isuzu Audit Corporation
Registered as Tax Accountant
Established Toshiyuki Yamanaka CPA & Tax Accountant Office(current position)
Representative Partner of Isuzu Audit Corporation
Supervising Representative Partner of Isuzu Audit Corporation0[Significant concurrent positions]Certified Public Accountant
Tax Accountant<Reason for nomination as a candidate for Outside Audit & Supervisory Board Member>
Mr. Toshiyuki Yamanaka is a Certified Public Accountant and Tax Accountant and has a wealth of experience as anexpert in those areas and extensive knowledge of finance and accounting. Although he has never engaged in corporate
management in the past except as an outside officer, the Company believes, for the reasons above, 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 each of the candidates and the Company.
2. Mr. Toshiyuki Yamanaka is a candidate for Outside Audit & Supervisory Board Member.
3. The Company has designated Mr. Toshiyuki Yamanaka as an Independent Audit & Supervisory Board Member as prescribedby the Tokyo Stock Exchange and the Nagoya Stock Exchange and submitted a notification of his appointment to these
Exchanges.
4. If the appointment of Mr. Toshiyuki Yamanaka in this proposal is approved and he takes office, the Company intends to enter
into an agreement with him to limit his liability for damages provided in Article 423, Paragraph 1 of the Companies Act, in
accordance with the provisions of Article 427, Paragraph 1 of the Companies Act and Article 37 of the Articles ofIncorporation. The maximum amount of liability pursuant to the agreement is the amount stipulated by laws and regulations.
5. The Company has executed with an insurance company a directors and officers liability insurance agreement stipulated in
Article 430-3, Paragraph 1, of the Companies Act that covers Directors, Audit & Supervisory Board Members, executive
officers and major employees of the Company and its consolidated subsidiaries as the insured to compensate the insured fordamages, litigation costs, and any other relevant costs and expenses that may arise in the event that the insured are held

- 12 -

liable, or receive a claim for such liability, with regard to the performance of their duties. The insurance premiums are fully
borne by the Company. If the appointment of each candidate is approved, the candidate will be covered by the said liability
insurance agreement as the insured. The liability insurance agreement will be renewed during the candidates’ term of office.

- 13 -

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)(Reappointment)(Outside Audit &Supervisory Board
Member)Joined Kintetsu Corporation (current Kintetsu Group Holdings
Co., Ltd.
June 2010
Director of Club Tourism International Inc.
June 2012Managing Director of Club Tourism International Inc.
January 2013 Director of KNT-CT Holdings Co., Ltd.
June 2019
Managing Director of KNT-CT Holdings Co., Ltd.
June 2020
Director and Managing Executive Officer of Kintetsu Railway
Co., Ltd. (current position)

Number ofshares of theCompany held

0

[Significant concurrent positions]
Director and Managing Executive Officer of Kintetsu Railway Co., Ltd.
Audit & Supervisory Board Member of Kin-Ei Corp.

<Reason for nomination as a candidate for 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 involvementin 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 the appointment of Mr. Tetsuo Nakamura in this proposal is approved and he takes office as Outside Audit & Supervisory
Board Member, the Company intends to enter into an agreement with him to limit his liability for damages provided in
Article 423, Paragraph 1 of the Companies Act, in accordance with the provisions of Article 427, Paragraph 1 of theCompanies Act and Article 37 of the Articles of Incorporation. The maximum amount of liability pursuant to the agreement
is the amount stipulated by laws and regulations.
4. The Company has executed with an insurance company a directors and officers liability insurance agreement stipulated in
Article 430-3, Paragraph 1, of the Companies Act that covers Directors, Audit & Supervisory Board Members, executive
officers and major employees of the Company and its consolidated subsidiaries as the insured to compensate the insured fordamages, litigation costs, and any other relevant costs and expenses that may arise in the event that the insured are held
liable, or receive a claim for such liability, with regard to the performance of their duties. The insurance premiums are fully
borne by the Company. If Mr. Tetsuo Nakamura takes office as Outside Audit & Supervisory Board Member, he will be
insured under this insurance agreement.
5. On June 21, 2024, Mr. Tetsuo Nakamura is scheduled to retire from the office of Director and Managing Executive Officer
of Kintetsu Railway Co., Ltd. and assume the offices of Audit & Supervisory Board Member of Kintetsu Group Holdings
Co., Ltd. and Kintetsu Railway Co., Ltd.

- 14 -

<Reference>
Composition and Skills Matrix of the Board of Directors and the Audit & Supervisory Board
If Proposals 2 and 3 are approved and adopted as originally proposed, the composition and skills matrix ofthe Board of Directors and the Audit & Supervisory Board will be as shown below.
Titles will be officially determined by the Board of Directors after the conclusion of this Ordinary General
Meeting of Shareholders.
[Directors]
Title(tentative)

Main areas of skills and experience of candidates (*)
Name

Sex

Human
Legal affairs /Gender / otherresource /risk
Digital / ICT elements oflabor affairs management
diversity

Management

Finance /accounting

Toshihide Ogura Male●●

Kenichi Takeya

Male

●

●

●

NaoyukiOkamoto

Male

●

●

●

Director

Hideaki Tabata

Male

●

●

●

Director

Michiyasu
MasudaMale●

Director

Yoko Murata

Female●Director

Michitaka
Nakamura

Male

●

●

●

Independent
Yoshiyuki Kusui Male
Outside Director

●

●

●

Outside Director Takashi Tsuji

Male

●

Independent
Ayako Tanaka Female
Outside Director
Independent
Izumi Takamiya Female
Outside Director
Independent
Takashi Ueda
Male
Outside Director●

Chairman and
Representative
Director
President andRepresentative
Director
Director andExecutive
Advisor

●

●

●
●

●

●
●
●

●

●

●

●
●

●

●

[Audit & Supervisory Board Members]
Title(tentative)
Audit &
Supervisory
Board Member(full-time)
Audit &
Supervisory
Board Member(full-time)
Independent
Outside Audit &Supervisory
Board Member
Outside Audit &Supervisory
Board Member

Main areas of skills and experience of candidates (*)
Name

Sex

ShinyaNakagawa

MaleManagement

Finance /accounting●

Michitaka Beppu Male●Toshiyuki
Yamanaka

Male●

Hiroyuki
Kasamatsu

Male

Human
Legal affairs /Gender / otherresource /risk
Digital / ICT elements oflabor affairs management
diversity
●

●

●

●

●

●

●

●

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

- 15 -●

(Attached Documents)

Business Report(April 1, 2023 - March 31, 2024)

1. Current state of the corporate group(1)

Business progress and results
The Japanese economy during the fiscal year ended March 31, 2024 (hereinafter, “the fiscal year underreview”) saw progress in the normalization of socioeconomic activity, with the reclassification of
COVID-19 to a Class 5 infectious disease. However, the outlook remained clouded in Japan and overseas
due to factors such as labor shortages, abnormal weather conditions, rising geopolitical risks around theworld, and the progressive depreciation of the Japanese yen.
Under such a situation, the Group implemented initiatives to capture post-pandemic demand, such as
the opening of Sanco Inn Iseshi Ekimae Annex (Grande) in July 2023, under its key policy to provide
safe, secure, stable, and comfortable services, based on the Mid-term Management Plan launched in thefiscal year under review. At the same time, we engaged in expanding our earnings base, proceeding withthe development of the No. 2 Nagoya Sanco Building, the Meieki Sanco Building, and other officebuildings and rental condominiums for sale.
As a result, for the fiscal year under review, the Group posted operating revenue of 98,218 million
yen, up 5.5% year on year. Operating profit came to 7,368 million yen, or up 15.6%, ordinary profit was
7,537 million yen, or up 9.0%, and profit attributable to owners of parent came to 4,750 million yen, up
26.0%.
Results by segment are as follows:

Transportation segment
In the transit bus division, operating revenue increased, partly due to the revision of fares in March
2023. In the charter bus division, operating revenue increased due to our efforts to win orders for eventsand group transport. In the taxi division, operating revenue increased due to strong tourism demand in the
Iseshima region.
As a result, operating revenue in the Transportation segment increased by 5.2% year on year to 23,631
million yen, while operating profit increased by 1.2% to 389 million yen.

Real Estate segment
In the condominium and housing sale division, operating revenue increased due mainly to a rise in
the number of sales of ready-built houses for sale and the sale of rental condominiums for sale. In theleasing division, operating revenue increased due to factors such as occupancy of properties acquired inIse, Mie Prefecture and Toyohashi, Aichi Prefecture. In the construction division, operating revenue
decreased due to fewer buildings completed for custom-built houses. In the environmental energy division,
operating revenue increased with strong power generation volumes thanks to favorable weather
conditions. In the brokerage division, operating revenue decreased due to a decrease in the number ofproperties and amount handled. In the real estate management division in which we provide management
and other services for buildings and condominiums, operating revenue increased, thanks mainly to orders
for new properties.
As a result, operating revenue in the Real Estate segment increased by 3.1% year on year to 35,565
million yen, but operating profit decreased by 6.3% to 5,844 million yen due to factors such as theoccurrence of expenses relating to the opening of new office buildings.

Distribution segment
In the petroleum products sales division, operating revenue decreased, due mainly to a decline in thesales volume of gasoline and liquified gas in the context of soaring prices. In the household goods sales
division, operating revenue increased thanks to the year-long contribution of the Hands Matsuzakaya- 16 -

Nagoya Store, opened in November 2022. In the automobile sales division, operating revenue increased
due a strong performance in vehicle inspections and other car maintenance services, in addition to growthin the number of buses sold and a rise in the unit sale price of trucks.
As a result, operating revenue in the Distribution segment increased by 4.4% year on year to 31,839
million yen, and operating profit was 214 million yen.

Leisure Services segment
In the business hotel division, demand for all accommodation in the three major metropolitan areas
was boosted by the rapid growth in inbound tourism, driving a substantial rise in the unit sales price forhotels located in these areas. As a result, operating revenue increased. In the resort hotel division,
operating revenue increased, due mainly to our efforts to raise consumption at facilities, amid a recovery
in group usage. In the drive-in division, operating revenue increased due to an increase in the number ofbus visits, as well as the events for individual visitors we held to attract customers. In the cable car(ropeway) division, operating revenue increased as we held promotional campaigns for each season andcollaborated with the local community on events to attract customers.
As a result, operating revenue in the Leisure Services segment increased by 21.8% year on year to
14,039 million yen, and operating profit was 813 million yen.

(2)

Issues to be addressed
The removal of movement restrictions with the reclassification of COVID-19 to a Class 5 infectious
disease in May 2023 has led to the recovery of various demands that had slumped during the pandemic.
However, the Group’s business environment is anticipated to remain adverse due to factors such as labor
shortages and soaring raw materials prices, in addition to the progressive spread of new lifestyles.
Under these conditions, we will pursue the Group’s businesses based on the six basic policies
established under the four-year Mid-term Management Plan (2023-2026) launched in FY2023, tocontribute to the development of the local community and achieve sustainable growth anddevelopment for the Group.
－Basic policies－ Providing safe, secure, stable, and comfortable services
 Deepening and creating growing fields
 Building a business model adapting to changes in market
 Initiatives for sustainability
 Promoting DX
 Improving financial standing
Priority business and financial issues to be addressed by each segment are described below,
together with concrete initiatives.
Transportation segment
In the Transportation segment, we will implement thorough safety education and healthmanagement aimed at securing safety, our priority issue, while also strengthening our recruitment
activities for transport staff and improving their working environments to address labor shortages,
so that we can continue to offer services that bring peace of mind to consumers.
In the transit bus division, we will promote the visualization of bus information through the use of
online services and the app to increase customer convenience. We will also enhance the efficiency ofoperation and reduce environmental burden through measures such as the introduction of articulated buses.
In the charter bus division, we will strive to capture transport demand arising from events whilecharging appropriate fares and enhancing transport services under the new fares system revised in August2023.
In the contracted passenger transportation division, we will continue to ensure safe operations
and work to secure stable earnings.
Real Estate segment
In the condominium and housing sale division, we work to improve site acquisition and proceed withthe planned development and sale of rental condominiums for sale as our next asset cycle business after
condominiums and detached houses for sale.

- 17 -

In the leasing division, we will continue with the development of buildings such as the Yokkaichi
Ekimae Sanco Building (tentative name), scheduled to open in spring 2025. We also push ahead with theacquisition of existing facilities for lease to speed up business expansion.
In the environmental energy division, in addition to streamlining the operation of solar power
generation facilities, we will research renewable energy sources other than sunlight.
In the real estate management division, we will enhance the efficiency of administration and sales
systems to improve productivity and provide high-quality services, while also working to acquire
new orders with the aim of expanding our revenue scale.
Distribution segment
In the petroleum products sales division, we will formulate store strategies tailored to the businessarea in which we operate. At the same time, we will strengthen our earning power through total car
services such as car maintenance.
In the household goods sales division, under the Hands brand we operate as a franchisee, we will
strive to increase profitability by attracting more customers through the acquisition of app members
and holding events, as well as reviewing our selling space allocations. We will also work to reduce
costs through greater operational and management efficiency.
In the automobile sales division, we will focus on expanding sales of both new and used cars andaim to grow our revenues by strengthening maintenance and other after-sales services.
Leisure Services segment
In the business hotel division, we aim to boost our earning power by progressively developing
new hotels, while also maintaining our competitive strength through the systematic renewal ofexisting hotels.
In the resort hotel division, we will work to provide plans to suit a wide range of needs. We will
enhance customer satisfaction and strengthen our ability to attract guests through measures such as
more extensive cuisine plans making the most of regional characteristics.
In the cable car (ropeway) division, we will attract more individual visitors by holding events in eachseason, while also strengthening our communication targeting inbound demand.
In the golf course division, we will take advantage of the excellent traffic accessibility, aiming to boost
per-capita consumption by holding events targeting a wide range of customers and improving the playing
environment.
Group as a whole
We will continue to pursue businesses based on our key policy of “providing safe, secure, stable, andcomfortable services” which is one of our basic policies, while also improving productivity through morework-friendly environments and digitalization aimed at achieving DX.
In order for the Group to remain as a corporate group that is trusted by shareholders and investors, aswell as customers, local communities, business partners and other various stakeholders, the Group strives
to fulfill its social responsibility pursuant to the Management Guidelines and the Group Compliance Codeof Conduct. On the financial front, we strive to strengthen our financial standing through a cash
management system we utilize for the effective use of funds within the Group.
We will engage in business activities with a consciousness of ESG (environment, social andgovernance) aspects based on the Group Sustainability Basic Policies, aiming to achieve the SDGs
(Sustainable Development Goals).

(3) Capital investments
1) Major construction and other work completed during the fiscal year under review
Acquisition of the Ise Ekimae Sanco Building
Acquisition of land for the leasing business (Toyohashi City)
Construction of the Meieki Sanco Building
Construction of the No. 2 Nagoya Sanco Building2) New vehicles manufactured during the fiscal year under review
Transit buses:
32 vehicles
Charter buses:
8 vehicles
3) Major construction and other work underway at the end of the fiscal year under review
Construction of the Yokkaichi Ekimae Sanco Building (tentative name)- 18 -

(4)Financing
The Group took out loans from financial institutions as needed to cover capital investments and otherexpenses.
Outstanding balance of borrowings on a consolidated basis as of the end of the fiscal year underreview increased by 1,063 million yen from the end of the previous fiscal year to 80,584 million yen.

(5)

Assets and income
18th fiscal year
15th fiscal year 16th fiscal year 17th fiscal year
ended
ended
ended
ended
March 31, 2024
March 31, 2021 March 31, 2022 March 31, 2023 (the fiscal year
under review)

Item

Total assets(million yen)

165,692

165,153

167,901

181,293

Net assets(million yen)

47,75048,394

52,77759,331

Net assets per share(yen)

477.14482.59525.52589.81

Operating revenue(million yen)

81,17984,351

93,124

98,218Transportation segment (million yen)

18,634

19,706

22,467

23,631

Real Estate segment (million yen)

34,06633,98334,50535,565Distribution segment (million yen)

27,12028,52830,507

31,839

Leisure Services segment (million yen)

6,495

7,331

11,53014,039Elimination (million yen)

(5,137)(5,198)(5,886)(6,857)(million yen)

(1,746)

2,210

3,769

4,750

(yen)

(17.57)

22.19

37.78

47.52

Profit (loss) attributableto owners of parent
Basic earnings (loss) per
share(Notes)

1.
2.
3.
4.

Factors that contributed to the operating results for the fiscal year under review are as stated in (1) Businessprogress and results.
Net assets per share are calculated based on the total number of outstanding shares at the end of each fiscal
year, which is the number after deducting the number of treasury shares.
Basic earnings per share are calculated based on the average number of outstanding shares during the period
for each fiscal year, which is the number after deducting the number of treasury shares.
The Company applies the Accounting Standard for Revenue Recognition (ASBJ No. 29, March 31, 2020)and other standards from the 16th fiscal year.

- 19 -

(6) Significant subsidiaries (as of March 31, 2024)(i) Significant subsidiaries
Company nameShare capital

Voting rights ratio(Million yen)

Principal business(%)

Mie Kotsu Co., Ltd.

4,017

100.00Businesses related to motortransportation

Sanco Real Estate Co., Ltd.

3,800

100.00Real estate business

Mie Isuzu Motor Co., Ltd.

105

56.76

Mie Kotsu Shoji Co., Ltd.

99

100.00

Sales of petroleum products

Meihankintetsu Bus Co., Ltd.

90

100.00Motor transportation
business

Sanco Creative Life Co., Ltd.

50

100.00

Sales of household goods

Mie Kotsu Community Co.,
Ltd.

50

100.00Real estate management

Sanco Inn Co., Ltd.

10100.00Operation of business hotels(Note)(90.58)

Sales of automobiles

Figures in parentheses include share capital contributed by subsidiaries of the Company.

(ii) Specified wholly-owned subsidiaries
Company nameMie Kotsu Co., Ltd.

Address

Total sum of bookvalue

Total assets of theCompany(Million yen)

(Million yen)

1-1 Chuo, Tsu-shi, Mie

6,065

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

8,418

24,997(7) Principal business (as of March 31, 2024)(i) The Company
Planning and execution of consolidated management of the Group through ownership of sharesin operating companies engaged in the transportation business, real estate business, distribution
business, and leisure services business(ii) The Group
Segment
Transportation business
Real estate businessDistribution business
Leisure services business

Description of business
Operation of buses and operation of taxis
Sales, leasing, brokerage, and management of real estate, construction
contractor business, and environmental energy business
Sales of petroleum products, sales of household goods, and sales ofautomobiles
Operation of business hotels, operation of resort hotels, operation ofdrive-in commercial facilities, cable car business, operation of golfcourses, travel agency business, operation of driving schools,
landscaping business, and nursing care business- 20 -

(8) Principal business locations (as of March 31, 2024)
1) The Company
Head Office: Tsu City, Mie2) Business locations and facilities of principal subsidiaries
Company name(9)

Locations (Prefecture)

Mie Kotsu Co., Ltd.

Mie, Aichi

Sanco Real Estate Co., Ltd.

Mie, Aichi, Tokyo, Osaka

Mie Isuzu Motor Co., Ltd.

Mie

Mie Kotsu Shoji Co., Ltd.

Mie, Wakayama

Meihankintetsu Bus Co., Ltd.

Aichi, Gifu, Mie

Sanco Creative Life Co., Ltd.

Aichi

Mie Kotsu Community Co., Ltd.

Mie, Aichi, Osaka

Sanco Inn Co., Ltd.

Aichi, Mie, Shizuoka, Tokyo, Osaka, Kyoto

Employees (as of March 31, 2024)
Segment

Number of employees(Persons)

Transportation business

1,595(1,066)

Real estate business

405

(725)

Distribution business

448

(256)

Leisure services business

505

(292)

Group-wide affairs (across segments)

27

(6)

2,980

(2,345)

Total(Notes)

1.
2.
3.
4.

Number of employees indicates the number of persons working.
Number of temporary employees, calculated as the average number over the year and not included in thenumber of employees, is stated within parentheses.
Number of employees stated under “Group-wide affairs” is the number of employees of the Company.
Executive officers are not included in the number of employees.

(10) Principal lenders (as of March 31, 2024)
LenderBalance of borrowings(Million yen)

San ju San Bank, Ltd.

21,353

The Hyakugo Bank, Ltd.

20,359JA Mie Shinren

10,333- 21 -

2. Shares in the Company (as of March 31, 2024)(1)

Total number of authorized shares

300,000,000 shares(2)

Total number of outstanding shares

100,042,906 shares(excluding 7,258,677 treasury shares)(3)

Number of shareholders

15,379(Increase of 581 from the end of the previous fiscal
year)

(4)

Major shareholders
Number ofshares held

Shareholder nameShareholding
ratio(Thousand shares)(%)

24,00023.99

Kintetsu Group Holdings Co., Ltd.

14,222

14.22

The Hyakugo Bank, Ltd.

3,987

3.99

San ju San Bank, Ltd.

3,987

3.99

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

3,378

3.38

Cosmo Oil Property Service CO., LTD.

2,357

2.36

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

2,067

2.07

Mie Kotsu Group Employee Shareholding Association

1,660

1.66

JA Mie Shinren

1,200

1.20

Meiji Yasuda Life Insurance Company

1,140

1.14

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

(Notes)1.
2.
3.

The Company holds 7,258,677 treasury shares, but it is excluded from the above list of major shareholders.
Shareholding ratio is calculated after deducting treasury shares.
Kintetsu Railway Co., Ltd. reserves the right to give instructions regarding voting rights on 24,000 thousand
shares held by The Master Trust Bank of Japan, Ltd. (Retirement Benefit Trust Account for Kintetsu
Railway Co., Ltd.) as its trustor.

- 22 -

(5)Shares delivered to Company officers during the fiscal year under review as compensation for
execution of duties
Details of shares delivered during the fiscal year under review as compensation for execution of duties
are as follows.
- Total shares delivered to Directors and other officers by category
Number of
Number ofCategorysharesrecipients(Shares)(Persons)

57,4007

Outside Directors

00

Audit & Supervisory Board Members

00

Directors of the Company (excluding Outside Directors)-

Details of shares (restricted stock) delivered
1) Transfer restriction period: 30 years2) Conditions for lifting of the transfer restriction
The Company shall lift the transfer restriction for the whole of the restricted shares that havebeen allotted (hereinafter referred to as the “Allotted Shares”) at the expiry of the transfer restriction
period, on condition that the relevant Director of the Company who is not an Outside Director(hereinafter referred to as the “Eligible Director”) has, during the transfer restriction period,
remained uninterrupted in his/her post as Director, Audit & Supervisory Board Member, or
employee of the Company or its subsidiaries, or any other posts equivalent thereto.
3) Handling in case an Eligible Director resigns or retires during the transfer restriction period due to the
expiration of term of office, death, or any other reasons recognized as reasonable by the Board of Directorsof the Companya.
Timing of lifting the transfer restriction
The Company shall lift the transfer restriction immediately after the resignation orretirement of the relevant Eligible Director. In case of resignation or retirement due to death,
the Company shall lift the transfer restriction at a timing separately determined by the Board of
Directors of the Company after the death of the Eligible Director.
b.
Number of shares for which the transfer restriction will be lifted
The transfer restriction shall be lifted for the number of shares obtained by multiplying thenumber of Allotted Shares held as of the resignation or retirement stipulated in a. by the numberof months from July of the year that includes the payment due date for the Allotted Sharesthrough the month that includes the date of resignation or retirement divided by twelve (or 1, if
the result of division exceeds 1); provided, however, that shares less than one unit arising fromthe calculation shall be rounded down.
4) Acquisition by the Company without consideration
The Company shall automatically acquire without consideration the Allotted Shares for which
the transfer restriction is not lifted upon the expiry of the transfer restriction period or upon thelifting of the transfer restriction as stipulated in the above 3).
If an Eligible Director resigns or retires from all of the positions stipulated in the above 2) during
the transfer restriction period, unless it is due to the expiration of term of office, death, or any otherreasons recognized as reasonable by the Board of Directors of the Company, the Company shall
automatically acquire all of the Allotted Shares without consideration upon such resignation orretirement. In addition, if an Eligible Director is in a position stipulated in the above 2) immediately
before the expiry of the transfer restriction period, the Company shall automatically acquire all of
the Allotted Shares without consideration.
5) Handling at organizational restructuring
If a merger agreement in which the Company becomes the absorbed company, a stock exchange
agreement or stock transfer plan in which the Company becomes a wholly-owned subsidiary, or any
other matter related to its organizational restructuring is approved at the General Meeting of
Shareholders of the Company (or at the Board of Directors of the Company, if such organizational
restructuring does not require an approval of the General Meeting of Shareholders of the Company)- 23 -

during the transfer restriction period, the Company shall lift the transfer restriction based on the
resolution of the Board of Directors of the Company, immediately before the business day prior to
the effective date of such organizational restructuring, for the number of shares obtained bymultiplying the number of Allotted Shares held as of the applicable event by the number of months
from July of the year that includes the payment due date for the Allotted Shares through the monththat includes the date of such approval divided by twelve (or 1, if the result of division exceeds 1);
provided, however, that shares less than one unit arising from the calculation shall be rounded down.
Immediately after the lifting of the transfer restriction, the Company shall automatically acquire
without consideration all of the Allotted Shares for which the transfer restriction has not been lifted.

- 24 -

3. Company Officers(1)

Directors and Audit & Supervisory Board Members (as of March 31, 2024)
Position

Responsibilities and significant
concurrent positions

Name
Toshihide Ogura

Chairman and Representative Directorof Sanco Real Estate Co., Ltd.
Director of Kin-Ei Corp.

President andRepresentative
Director

Kenichi Takeya

Chairman and Representative Directorof Mie Kotsu Co., Ltd.
Chairman and Representative Directorof Meihankintetsu Bus Co., Ltd.

Director andExecutive Advisor

Naoyuki Okamoto

Chairman and
Representative
Director

Hideaki Tabata

Responsible for Human Resources,
General Affairs and Human ResourcesGroup
President and Representative Directorof Mie Kotsu Co., Ltd.

Director

Michiyasu Masuda

Responsible for Planning Office,General Affairs and Human ResourcesGroup, Accounting Group, andInternal Control OfficeSenior Managing Director of Mie
Kotsu Co., Ltd.

Director

Yoko Murata

President and Representative Directorof Sanco Inn Co., Ltd.

Director

Michitaka Nakamura

President and Representative Directorof Sanco Real Estate Co., Ltd.

Director

Director

Yoshiyuki Kusui

OutsideDirector
Independent
Director

Director

Takashi Tsuji

OutsideDirector

President of Kintetsu Group Holdings
Co., Ltd.

Ayako Tanaka

OutsideDirector
Independent
Director

President of Medical Corporation
Seijinkai
President of Social Welfare
Corporation Hakuaikai

Izumi Takamiya

OutsideDirector
Independent
Director

Vice President and Professor of
Faculty of Literature, Arts andCultural Studies of Kindai University

Takashi Ueda

OutsideDirector
Independent
Director

President of Mie Prefecture
Tomonokai Foundation

Director

Director

Director

Audit & Supervisory
Board Member (full- Shinya Nakagawa
time)- 25 -

Attorney-at-law, Tax Accountant

Position

Responsibilities and significant
concurrent positions

Name

Audit & Supervisory
Board Member (full- Michitaka Beppu
time)

Audit & Supervisory
Katsu Kobayashi
Board Member

Outside Audit& Supervisory
Board Member
Independent
Audit &
Supervisory
Board Member

Certified Public Accountant, Tax
Accountant
Representative Partner of Kobayashi
Tax Accountant Office

Audit & Supervisory
Hiroyuki Kasamatsu
Board Member

Outside Audit& Supervisory
Board Member

Director and Managing Executive
Officer of Kintetsu Group Holdings
Co., Ltd.

(Notes)

1.
2.
3.

4.

5.

6.

7.

Mr. Yoshiyuki Kusui, Mr. Takashi Tsuji, Ms. Ayako Tanaka, Ms. Izumi Takamiya and Mr. Takashi Ueda are
Outside Directors.
Mr. Katsu Kobayashi and Mr. Hiroyuki Kasamatsu are Outside Audit & Supervisory Board Members.
Mr. Katsu Kobayashi is a Certified Public Accountant and Tax Accountant, and Mr. Shinya Nakagawa andMr. Hiroyuki Kasamatsu have experience in accounting. They are therefore Audit & Supervisory Board
Members with considerable knowledge of finance and accounting.
In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act and Articles 28 and 37
of the Articles of Incorporation, the Company has entered into agreements with all Outside Directors andOutside Audit & Supervisory Board Members that limit their liability for damages provided in Article 423,
Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is theamount stipulated by laws and regulations.
The Company has executed with an insurance company a directors and officers liability insurance
agreement stipulated in Article 430-3, Paragraph 1, of the Companies Act that covers Directors, Audit &Supervisory Board Members, executive officers and major employees of the Company and its consolidated
subsidiaries as the insured.
The insurance policy compensates the insured for litigation costs and damages that may be borne by the
insured in the event of third-party actions, shareholder suits and corporate litigation. The insurance
premiums are fully borne by the Company. However, there are grounds for exemptions. For example, losses
or damage resulting from willful act or gross negligence will not be covered.
The Company has designated Directors Yoshiyuki Kusui, Ayako Tanaka, Izumi Takamiya and Takashi Ueda
as Independent Directors and Audit & Supervisory Board Member Katsu Kobayashi as an Independent
Audit & Supervisory Board Member as prescribed by the Tokyo Stock Exchange and the Nagoya Stock
Exchange and submitted a notification of their appointment to these Exchanges.
Changes in positions of officers are as follows:
June 23, 2023
Name
New position
Former position
Chairman and Representative
Toshihide Ogura(Appointment)
Director
President and Representative
Vice President and
Kenichi Takeya
Director
Representative Director
Chairman and Representative
Naoyuki Okamoto
Director and Executive Advisor
Director
Hideaki Tabata
Director(Appointment)
Michiyasu Masuda
Director(Appointment)
Audit & Supervisory Board
Michitaka Beppu(Appointment)
Member (full-time)
Audit & Supervisory Board
Hiroyuki Kasamatsu(Appointment)
MemberOn the same date, Mr. Yasushi Hara, Mr. Toshiya Shibata, Mr. Hiroyuki Taniguchi, Mr. Noriyuki Kawamura,Mr. Takayuki Muto and Mr. Atsumasa Uchida retired from the position of Director, and Mr. Kei Kumoi and- 26 -

8.

Mr. Takashi Wakai retired from the position of Audit & Supervisory Board Member, due to the expiry of
their term of office.
Changes in responsibilities and significant concurrent positions of officers are as follows:
June 23, 2023
Name
New position
Former position

Toshihide Ogura

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

-

Director of Kin-Ei Corp.
Chairman and Representative
Director of Mie Kotsu Co., Ltd.
Kenichi Takeya

Hideaki Tabata

Chairman and Representative
Director of Meihankintetsu Bus
Co., Ltd.
Responsible for Human
Resources, General Affairs andHuman Resources Group
President and Representative
Director of Mie Kotsu Co., Ltd.

President and Representative
Director of Mie Kotsu Co., Ltd.

President and Representative
Director of Meihankintetsu Bus
Co., Ltd.
President and Representative
Director of Meihan Kintetsu
Travel Co., Ltd.
Director of Mie Kotsu Co., Ltd.

Michiyasu Masuda

Responsible for Planning Office,General Affairs and Human
Resources Group, Accounting
Group, and Internal Control
Office-Senior Managing Director of
Mie Kotsu Co., Ltd.
On June 27, 2023, Mr. Toshihide Ogura retired from the position of President of Kintetsu Group Holdings
Co., Ltd. The same date, Mr. Takashi Tsuji retired from the position of President and Representative Directorof Kintetsu Railway Co., Ltd. and was appointed as President of Kintetsu Group Holdings Co., Ltd. On
April 25, 2024, Mr. Toshihide Ogura retired from the position of Director of Kin-Ei Corp. and Mr. Takashi
Tsuji was appointed as Director of Kin-Ei Corp. on the same date.

- 27 -

(2)Compensation of Directors and Audit & Supervisory Board Members for the fiscal year
under review
1) Decision-making policy on details of individual compensation of Directors- Method for determining the policy and its outline
The Company has established a decision-making policy on details of individual compensationof Directors by a resolution of the Board of Directors. An outline of the policy is as follows.
Compensation of Directors (excluding Outside Directors) is comprised of fixed compensation,
performance-linked compensation, and restricted stock compensation. Fixed compensation ismainly based on duties, responsibilities, and experience of each Director, while performance-linked
compensation primarily reflects the Company’s performance and results for each fiscal year.
Restricted stock compensation is paid for the purpose of providing an incentive for Directors toachieve the Group’s sustainable growth and improvement of corporate value over the mid- to longterm and facilitating their sense of sharing value with shareholders.
Compensation of Outside Directors solely consists of fixed compensation in light of their duties
and responsibilities.
a.
Fixed compensation
Monetary payment is made on a monthly basis, the amount of which is determined based oneach Director’s position and the number of years in the current position. For Directors otherthan Outside Directors, their contribution to the Company’s performance is also considered.
b.
Performance-linked compensation
Monetary payment is made on a monthly basis. The ratio of performance-linked
compensation to basic compensation (total of fixed compensation and performance-linked
compensation) is set for each position within the range of 10% to 30%, and the amount iscalculated by multiplying the rate of year-on-year change, using the consolidated operating
profit and profit attributable to owners of parent as indicators to ensure the sharing of value withshareholders.
c.
Restricted stock compensation
Monetary compensation claims for granting restricted stock are provided every year aroundthe same time (within one month after the conclusion of the Ordinary General Meeting of
Shareholders for the year). The ratio of restricted stock compensation to total compensation isset for each position roughly within the range of 15% to 20%, and the amount is determined bytaking into consideration each Director’s position, the number of years in the current position,and other factors.
Restricted stock is granted within one month after the provision of the relevant monetarycompensation claim.
The Chairman and Representative Director and the President and Representative Director upon
discussions between the two (or the President and Representative Director, if the position of
Chairman and Representative Director is vacant) make decisions on individual compensation of
Directors, as the relevant decision-making is delegated to them pursuant to a resolution of the Boardof Directors. The Chairman and Representative Director and the President and Representative
Director (or the President and Representative Director in the abovementioned case) are given theauthority to determine the amounts of basic compensation (total of fixed compensation andperformance-linked compensation) and monetary compensation claims for restricted stockcompensation.
To ensure the abovementioned authority is appropriately exercised, a draft proposal on
individual compensation of Directors is provided to the Personnel and Compensation Advisory
Committee, which is comprised of inside Directors and Independent Outside Directors, forconsultation. The Chairman and Representative Director and the President and Representative
Director (or the President and Representative Director, if the position of Chairman and
Representative Director is vacant), who have been delegated the task by the Board of Directors
which receives a report from the Personnel and Compensation Advisory Committee, makes
decisions as described above based on this report.

- 28 -

-

Reasons why the Board of Directors has determined the details of individual compensation are
consistent with the decision-making policy
The Board of Directors has determined the details of individual compensation of Directors are
consistent with the abovementioned decision-making policy, because they were determined inaccordance with the procedures established under the abovementioned decision-making policy andreported to and confirmed by the Personnel and Compensation Advisory Committee.
2) Resolutions of the General Meeting of Shareholders on compensation of Directors and Audit &Supervisory Board Members
The amount of basic compensation for Directors is up to 252 million yen per year, of which up
to 50 million yen is for Outside Directors (resolution at the 16th Ordinary General Meeting of
Shareholders held on June 23, 2022). The number of Directors at the conclusion of that Ordinary
General Meeting of Shareholders was 15, including six Outside Directors.
In addition, the amount of compensation for granting restricted stock to Directors who are not
Outside Directors is up to 60 million yen per year (resolution at the 12th Ordinary General Meetingof Shareholders held on June 21, 2018). (Each annual amount does not include employee salaries
for Directors concurrently serving as employees.) The number of Directors at the conclusion of that
Ordinary General Meeting of Shareholders, excluding Outside Directors, was 14.
Furthermore, the amount of basic compensation for Audit & Supervisory Board Members is up
to 57.6 million yen per year (resolution at the 12th Ordinary General Meeting of Shareholders heldon June 21, 2018). The number of Audit & Supervisory Board Members at the conclusion of that
Ordinary General Meeting of Shareholders was four.
3) Delegation of decisions on individual compensation of Directorsa.
Names of parties who have been delegated the decision-making and their positions andresponsibilities at the Company as of the date on which decisions were made<Amount of compensation for the period from April 2023 to June 2023>
Chairman and Representative Director
Naoyuki Okamoto
President and Representative Director
Yasushi Hara
<Amount of compensation for the period from July 2023 to March 2024>
Chairman and Representative Director
Toshihide Ogura
President and Representative Director
Kenichi Takeyab.
Delegated authority
As stated under the heading of “Method for determining the policy and its outline” in 1)
above.
c.
Reasons for delegating the authority
The Board of Directors has determined that it is optimal for these two parties to makedecisions through discussions, as they have a comprehensive understanding of the Group’s
overall business performance and state of business execution by individual Directors.
d.
Measures to ensure the delegated authority is appropriately exercised
As stated under the heading of “Method for determining the policy and its outline” in 1)
above.

- 29 -

4) Total amounts and other details of compensation of Directors and Audit & Supervisory Board Members
Amount of compensation by category (million yen)and number of recipients (persons)Amount ofcompensation(million yen)

Category

Fixed compensation
Number ofrecipients

Total
amountNon-monetarycompensation(Restricted stock)

Performance-linked
compensation
Number ofrecipients

Total
amountNumber ofrecipients

Total
amountDirectors(excluding Outside
Directors)

168

12

104

12

34

12

29

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

29

3

29

-

-

-

-

OutsideDirectors

31

6

31

-

-

-

-

OutsideAudit &
Supervisory
Board
Members

10

3

10

-

-

-

-

240

24

176

12

34

12

29

Outsideofficers

Total(Notes)

1.

2.
3.

4.

5.

The above amounts of fixed compensation and performance-linked compensation include those for six
Directors and two Audit & Supervisory Board Members who retired at the conclusion of 17th Ordinary
General Meeting of Shareholders held on June 23, 2023.
The amount of non-monetary compensation (restricted stock) represents the amount recorded as an expensein the fiscal year under review.
In addition to the above, the amount of compensation (excluding employee salaries) from subsidiaries atwhich they hold concurrent positions is as follows.
148 million yen (Directors: 139 million yen, Audit & Supervisory Board Members: 9 million yen)
Details of the above performance-linked compensation are as stated in 3. (2) 1) “Decision-making policy
on details of individual compensation of Directors,” and consolidated operating profit and profit attributableto owners of parent for the fiscal year under review, which are indicators used in these calculations, are asstated in 1. (1) “Business progress and results.”
Details of restricted stock that comprises the above non-monetary compensation and the state of deliveringsuch shares are as stated in 2. (5) “Shares delivered to Company officers during the fiscal year under review
as compensation for execution of duties.”- 30 -

(3) Outside officers(i) Relationships between the Company and organizations at which outside officers hold significant
concurrent positions (as of March 31, 2024)
Organization at which
Description of
CategoryNameconcurrent position is held
concurrent position
Director

Yoshiyuki Kusui

Director

Takashi Tsuji

Director

Ayako Tanaka

Attorney-at-law,Tax accountant–

Kintetsu Group Holdings
Co., Ltd.

President

Medical Corporation
Seijinkai

President

Social Welfare Corporation
Hakuaikai

President

Director

Izumi Takamiya

Kindai University

Vice President andProfessor of Faculty of
Literature, Arts andCultural Studies

Director

Takashi Ueda

Mie Prefecture Tomonokai
Foundation

President

Audit &
Supervisory
Board Member

Katsu Kobayashi

Audit &
Supervisory
Board Member

Hiroyuki
Kasamatsu(Notes)1.
2.

Certified Public Accountant,
Tax Accountant–

Kobayashi Tax Accountant
OfficeRepresentative Partner

Kintetsu Group Holdings
Co., Ltd.

Director and Managing
Executive Officer

Kintetsu Group Holdings Co., Ltd., at which Director Takashi Tsuji and Audit & Supervisory Board
Member Hiroyuki Kasamatsu hold concurrent positions, is a major shareholder of the Company.
Other than the above, there are no special relationships between the Company and organizations at which
outside officers of the Company hold significant concurrent positions.

- 31 -

(ii) Main activities of outside officers
Category
Name

Director

Director

Director

Director

Director

Main activities

Yoshiyuki Kusui

Mr. Kusui attended all 11 meetings of the Board of
Directors held during the fiscal year under review andexpressed his opinions as needed, mainly based on his
professional expertise as an attorney-at-law. In addition
to the above, he strived to supervise management such asby providing reports and advice to the Board of Directors
from an independent and objective standpoint throughattendance at the Outside Officer Liaison Meeting and asa member of the Personnel and Compensation Advisory
Committee, which deliberates on personnel affairs andcompensation of the Company’s Directors and otherofficers. He has therefore fulfilled his roles as expectedby the Company.

Takashi Tsuji

Mr. Tsuji attended 10 of 11 meetings of the Board of
Directors held during the fiscal year under review andexpressed his opinions as needed, mainly based on his
in-depth knowledge and a wealth of experience incorporate management. In addition to the above, he
strived to supervise management such as by stating his
opinions to the Board of Directors from an objective
standpoint through attendance at the Outside Officer
Liaison Meeting. He has therefore fulfilled his roles as
expected by the Company.

Ayako Tanaka

Ms. Tanaka attended all 11 meetings of the Board of
Directors held during the fiscal year under review andexpressed her opinions as needed, mainly based on her
deep insight and a wealth of experience as an executiveof a medical institution, etc. In addition to the above, she
strived to supervise management such as by providing
reports and advice to the Board of Directors from an
independent and objective standpoint through attendanceat the Outside Officer Liaison Meeting and as a memberof the Personnel and Compensation Advisory Committee,
which deliberates on personnel affairs and compensationof the Company’s Directors and other officers. She has
therefore fulfilled her roles as expected by the Company.

Izumi Takamiya

Ms. Takamiya attended all 11 meetings of the Board of
Directors held during the fiscal year under review andexpressed her opinions as needed, mainly based on her
deep insight and a wealth of experience in university
management. In addition to the above, she strived tosupervise management such as by providing reports andadvice to the Board of Directors from an independentand objective standpoint through attendance at theOutside Officer Liaison Meeting and as a member of the
Personnel and Compensation Advisory Committee,
which deliberates on personnel affairs and compensationof the Company’s Directors. She has therefore fulfilled
her roles as expected by the Company.

Takashi Ueda

Mr. Ueda attended all 11 meetings of the Board of
Directors held during the fiscal year under review andexpressed his opinions as needed, mainly based on his
deep insight and a wealth of experience gained in many
years of career as a responsible person of administrative
bodies. In addition to the above, he strived to supervise
management such as by providing reports and advice tothe Board of Directors from an independent andobjective standpoint through attendance at the Outside
Officer Liaison Meeting and as a member of the
Personnel and Compensation Advisory Committee,
which deliberates on personnel affairs and compensationof the Company’s Directors and other officers. He has
therefore fulfilled his roles as expected by the Company.

- 32 -

Category
Audit &
Supervisory
Board Member

Audit &
Supervisory
Board Member

Name

Main activities

Katsu Kobayashi

Mr. Kobayashi attended all 11 meetings of the Board of
Directors and all 11 meetings of the Audit & Supervisory
Board held during the fiscal year under review andexpressed his opinions as needed, mainly based on his
professional expertise as a certified public accountant,
tax accountant, and real estate appraiser.

Hiroyuki
Kasamatsu

Mr. Kasamatsu attended all 9 meetings of the Board of
Directors and all 9 meetings of the Audit & Supervisory
Board held after his assumption of office as Audit &Supervisory Board Member and expressed his opinions
as needed, mainly based on his in-depth knowledge and awealth of experience in finance and accounting.

- 33 -

4. Accounting Auditor(1)

Name of Accounting Auditor
Isuzu Audit Corporation(2)

Compensation of Accounting Auditor for the fiscal year under review
1) Amount of compensation

32 million yen

2) Total amount of monetary and other economic benefits
to be paid by the Company and its subsidiaries

45 million yen(Notes)

1.

2.

(3)

The amount stated in 1) includes the amount of compensation for audits pursuant to the Financial
Instruments and Exchange Act, because the audit agreement between the Company and the Accounting
Auditor does not distinguish between the amounts of compensation for audits pursuant to the Companies
Act and compensation for audits pursuant to the Financial Instruments and Exchange Act.
The Audit & Supervisory Board verifies the appropriateness of the details of the audit plan prepared by the
Accounting Auditor, state of execution of the accounting audit duties, basis for calculating the compensation
estimates, etc., based on the Practical Guidelines on Coordination with Accounting Auditor published by
the Japan Audit & Supervisory Board Members Association. Upon due consideration, the Audit &Supervisory Board has given its consent stipulated in Article 399, Paragraph 1 of the Companies Act
regarding the amount of compensation of the Accounting Auditor.

Policy for decisions on dismissal or non-reappointment of Accounting Auditor
The Audit & Supervisory Board will consider and deliberate on dismissal or non-reappointment of the
Accounting Auditor if the Accounting Auditor has violated the Companies Act, the Certified Public
Accountants Act, or other laws and regulations, and also if the Audit & Supervisory Board has determined
the Accounting Auditor’s audit quality, independence, overall competence, or another aspect is inadequate.

5. Company Systems and Policies

Policy for decisions on dividends of surplus
The Company considers returning profits to shareholders to be an important management policy. With
regard to dividends, our basic policy is to provide stable returns to shareholders while striving to establish
a stable management platform over the long term and while taking into consideration the changes inoperating results and the internal reserves required for the future.

In this Business Report, amounts stated in millions of yen are rounded down to the nearest million yen,and numbers of shares stated in thousands of shares are rounded down to the nearest thousand shares.

- 34 -

Consolidated Balance Sheet(As of March 31, 2024)

Account(Assets)
Current assets

Amount181,293,822
48,821,826

Account(Liabilities)
Current liabilities(Thousand yen)Amount121,962,062
61,002,441

Cash and deposits
Notes and accounts receivable –trade

9,666,274

Notes and accounts payable - trade4,322,718

8,111,421

Short-term borrowings

12,490,000

Merchandise and finished goods

3,738,096

Real estate for sale

23,650,166

Work in process

221,807

Accounts payable - other

9,691,460

Raw materials and supplies

268,168

Income taxes payable

1,403,240

3,177,001

Provision for bonuses

1,193,150

Other
Allowance for doubtful accounts

Current portion of long-termborrowings
Lease obligations(11,111)

Provision for product warranties
Other
Non-current liabilities

25,345,289
26,1496,446
6,523,988

Non-current assets

132,471,995

60,959,621

Property, plant and equipment

108,313,970

Long-term borrowings

Buildings and structures

31,469,655

Lease obligations

Machinery, equipment and vehicles

19,514,804

2,397,094

42,748,948
61,374

Leased assets

83,306

Construction in progress

796,990

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

Intangible assets

452,253

Asset retirement obligations

1,881,782

Other452,253

Long-term guarantee deposits

8,680,197

Tools, furniture and fixtures
Land

686,635
55,762,577

2,400,727
1,264,206
149,348
269,160

Investments and other assets

23,705,772

Other

1,106,781

Investment securities

14,926,433(Net assets)

59,331,759

Retirement benefit asset

2,306,028

Shareholders’ equity

47,652,653

441,786

Share capital

3,000,000

Other

6,132,285

Capital surplus

10,572,904

Allowance for doubtful accounts(100,761)

Retained earnings

34,742,910

Deferred tax assets

Treasury shares
Accumulated other comprehensive
incomeValuation difference on available-forsale securities
Revaluation reserve for landRemeasurements of defined benefit
plans
Non-controlling interests
Total assets(Note)

181,293,822

Total liabilities and net assets

Amounts stated are rounded down to the nearest thousand yen.

- 35 -(663,161)
11,353,341
6,913,164
3,282,401
1,157,775
325,764
181,293,822

Consolidated Statement of Income(April 1, 2023 - March 31, 2024)(Thousand yen)Account

AmountOperating revenue
Passenger transportation

35,797,225

Net sales of goods

62,421,217

98,218,442

Operating expenses
Operating expenses and cost of sales of transportation

31,419,695

Cost of goods sold

40,151,393

Selling, general and administrative expenses

19,279,249

Operating profit

90,850,338
7,368,103

Non-operating income
Interest income

3,084

Dividend income
Share of profit of entities accounted for using equity
methodOther259,633
17,638283,657

564,013

Non-operating expenses
Interest expenses

328,158

Other

66,662

Ordinary profit

394,820
7,537,297

Extraordinary income
Subsidy income

210,762

Other

2,151

212,914Extraordinary losses
Impairment losses

439,666

Loss on disposal of non-current assets

164,144

Loss on tax purpose reduction entry of non-current assets

208,639

Other

23,302

Profit before income taxes

6,914,458

Income taxes - current

2,231,875

Income taxes - deferred(80,990)

Profit2,150,885
4,763,572

Profit attributable to non-controlling interests

13,239Profit attributable to owners of parent(Note)

835,753

4,750,332

Amounts stated are rounded down to the nearest thousand yen.

- 36 -

Non-Consolidated Balance Sheet(As of March 31, 2024)

Account

Amount(Assets)
Current assets
Cash and deposits
Deposits paid
Accounts receivable - otherRaw materials and supplies
Prepaid expenses
Income taxes refund receivable
Other
Non-current assets
Investments and other assets
Shares of subsidiaries andassociates
Deferred tax assets
Other

24,997,836
7,890,549
3,874
6,638,522
780,115
4,070
12,022445,263
6,679
17,107,287
17,107,287(Liabilities)
Current liabilities
Accounts payable - other
Income taxes payable
Accrued consumption taxes
Accrued expenses
Deposits received
Provision for bonuses(Net assets)
Shareholders’ equity
Share capital

248,922
248,922
143,942
10,08916,032
28,372
37,20913,277
24,748,914
24,748,914
3,000,000

17,082,180

Capital surplus

12,474,618

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

750,000
11,724,618
10,405,777
10,405,777

Total liabilities and net assets

24,997,836

Total assets(Note)

Account(Thousand yen)Amount10,234
14,872

24,997,836

Amounts stated are rounded down to the nearest thousand yen.

- 37 -

10,405,777(1,131,481)

Non-Consolidated Statement of Income(April 1, 2023 - March 31, 2024)(Thousand yen)Account

AmountOperating revenue
Dividends from subsidiaries and associates

2,231,266

Commissions from subsidiaries and associates

1,210,336

3,441,602

1,358,467

1,358,467

Operating expenses
General and administrative expenses
Operating profit

2,083,134

Non-operating income
Interest income

4,646

Other

1,549

6,196

405

405

Non-operating expenses
Other
Ordinary profit

2,088,926

Profit before income taxes

2,088,926

Income taxes - current

17,999

Income taxes - deferred

1,621

Profit(Note)

19,6202,069,305

Amounts stated are rounded down to the nearest thousand yen.

- 38 -

Accounting Auditor’s Audit Report on the Consolidated Financial Statements

Independent Auditor’s Report

May 7, 2024

To the Board of Directors
Mie Kotsu Group Holdings, Inc.
Isuzu Audit Corporation
Head Office and Tsu Office
Hironobu Yasui, CPA
Designated Partner, Engagement Partner
Kazuya Shimozu, CPA
Designated Partner, Engagement Partner
Yuki Funakoshi, CPA
Designated Partner, Engagement Partner
OpinionPursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the accompanying consolidated
financial statements, which comprise the consolidated balance sheet, consolidated statement of income,consolidated statement of changes in net assets, and notes to the consolidated financial statements of Mie Kotsu
Group Holdings, Inc. (the “Company”) for the fiscal year from April 1, 2023 through March 31, 2024.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position and results of operations of the corporate group, which consists of the Company and its
consolidated subsidiaries, for the period covered by the consolidated financial statements in conformity withaccounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility
under the auditing standards is stated in “Auditor’s Responsibility for the Audit of the Consolidated Financial
Statements.” We are independent of the Company and its consolidated subsidiaries in accordance with theprovisions related to professional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor.
We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit
opinion.
Other Information
The other information comprises business report and the supplemental schedule. Management is responsible
for the preparation and disclosure of the other information. In addition, Audit & Supervisory Board Members
and the Audit & Supervisory Board are responsible for overseeing the Directors’ execution of duties relating to
the design and operating effectiveness of the controls over the Group’s reporting process of the other information.
Our audit opinion on the consolidated financial statements does not cover the other information, and we do
not provide an opinion on the other information.
In connection with our audit of the consolidated financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with theconsolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.

- 39 -

Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for
the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for designing and operating suchinternal control as management determines is necessary to enable the preparation and fair presentation of
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing consolidated financial statements, management is responsible for assessing whether it isappropriate to prepare the consolidated financial statements in accordance with the premise of a going concern,and for disclosing matters relating to going concern when it is required to do so in accordance with accounting
principles generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for monitoring theexecution of Directors’ duties related to designing and operating the financial reporting process.

- 40 -

Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to express an opinion on the
consolidated financial statements from an independent standpoint in an audit report, based on our audit.
Misstatements can occur as a result of fraud or error, and are deemed material if they can be reasonably expected
to, either individually or collectively, influence the decisions of users taken on the basis of the consolidated
financial statements.
We make professional judgment in the audit process in accordance with auditing standards generally acceptedin Japan, and perform the following while maintaining professional skepticism.
⋅ Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement
audit procedures to address the risks of material misstatement. The audit procedures shall be selected andapplied as determined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained
to provide a basis for the audit opinion.
⋅ In making those risk assessments, the auditor considers internal control relevant to the entity’s audit inorder to design audit procedures that are appropriate in the circumstances, although the purpose of the auditof the consolidated financial statements is not to express an opinion on the effectiveness of the entity’s
internal control.
⋅ Assess the appropriateness of accounting policies adopted by management and the method of theirapplication, as well as the reasonableness of accounting estimates made by management and the adequacyof related notes.
⋅ Determine whether it is appropriate for management to prepare the consolidated financial statements on
the premise of a going concern and, based on the audit evidence obtained, determine whether there is asignificant uncertainty in regard to events or conditions that may cast significant doubt on the entity’s
ability to continue as a going concern. If there is a significant uncertainty concerning the premise of a going
concern, the auditor is required to call attention to the notes to the consolidated financial statements in theaudit report, or if the notes to the consolidated financial statements pertaining to the significant uncertainty
are inappropriate, issue a modified opinion on the consolidated financial statements. While the conclusionsof the auditor are based on the audit evidence obtained up to the date of the audit report, depending on
future events or conditions, an entity may be unable to continue as a going concern.
⋅ Besides assessing whether the presentation of and notes to the consolidated financial statements are inaccordance with accounting principles generally accepted in Japan, assess the presentation, structure, andcontent of the consolidated financial statements including related notes, and whether the consolidated
financial statements fairly present the transactions and accounting events on which they are based.
⋅ Obtain sufficient and appropriate audit evidence regarding the financial information of the Company andits consolidated subsidiaries in order to express an opinion on the consolidated financial statements. The
auditor is responsible for instructing, supervising, and implementing the audit of the consolidated financial
statements, and is solely responsible for the audit opinion.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding thescope and timing of implementation of the planned audit, material audit findings including material weaknesses
in internal control identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding theobservance of provisions related to professional ethics in Japan as well as matters that are reasonably considered
to have an impact on the auditor’s independence, any measures that are in place to eliminate obstacles, and any
safeguards that are applied to reduce obstacles to an acceptable level.
Interest
Our firm and engagement partners have no interests in the Company or its consolidated subsidiaries requiring
disclosure under the provisions of the Certified Public Accountants Act of Japan.

- 41 -

Accounting Auditor’s Audit Report on the Non-Consolidated Financial Statements

Independent Auditor’s Report
To the Board of Directors
Mie Kotsu Group Holdings, Inc.

May 7, 2024

Isuzu Audit Corporation
Head Office and Tsu Office
Hironobu Yasui, CPA
Designated Partner, Engagement Partner
Kazuya Shimozu, CPA
Designated Partner, Engagement Partner
Yuki Funakoshi, CPA
Designated Partner, Engagement Partner
OpinionPursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the accompanying
financial statements, which comprise the balance sheet, statement of income, statement of changes in net assets,
and notes to the non-consolidated financial statements, and the accompanying supplementary schedules of Mie
Kotsu Group Holdings, Inc. (the “Company”) for the 18th fiscal year from April 1, 2023 through March 31,2024.
In our opinion, the financial statements and the accompanying supplementary schedules referred to above
present fairly, in all material respects, the financial position of the Company as of March 31, 2024, and theresults of its operations for the year then ended in conformity with accounting principles generally accepted inJapan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility
under the auditing standards is stated in “Auditor’s Responsibility for the Audit of the Financial Statements andthe Accompanying Supplementary Schedules.” We are independent of the Company in accordance with theprovisions related to professional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor.
We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit
opinion.
Other Information
The other information comprises business report and the supplemental schedule. Management is responsible
for the preparation and disclosure of the other information. In addition, Audit & Supervisory Board Members
and the Audit & Supervisory Board are responsible for overseeing the Directors’ execution of duties relating to
the design and operating effectiveness of the controls over the Group's reporting process of the other information.
Our audit opinion on the financial statements does not cover the other information, and we do not provide an
opinion on the other information.
In connection with our audit of the financial statements, our responsibility is to read the other information and,in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.

- 42 -

Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for
the Financial Statements and the Accompanying Supplementary Schedules
Management is responsible for the preparation and fair presentation of financial statements and accompanying
supplementary schedules in accordance with accounting principles generally accepted in Japan, and fordesigning and operating such internal control as management determines is necessary to enable the preparationand fair presentation of financial statements and accompanying supplementary schedules that are free frommaterial misstatement, whether due to fraud or error.
In preparing financial statements and accompanying supplementary schedules, management is responsible forassessing whether it is appropriate to prepare the financial statements and the accompanying supplementaryschedules in accordance with the premise of a going concern, and for disclosing matters relating to going
concern when it is required to do so in accordance with accounting principles generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for monitoring theexecution of Directors’ duties related to designing and operating the financial reporting process.

- 43 -

Auditor’s Responsibility for the Audit of the Financial Statements and the Accompanying Supplementary
Schedules
Our responsibility is to obtain reasonable assurance about whether the financial statements and theaccompanying supplementary schedules as a whole are free from material misstatement, whether due to fraud
or error, and to express an opinion on the financial statements and the accompanying supplementary schedules
from an independent standpoint in an audit report, based on our audit. Misstatements can occur as a result offraud or error, and are deemed material if they can be reasonably expected to, either individually or collectively,
influence the decisions of users taken on the basis of the financial statements and the accompanying
supplementary schedules.
We make professional judgment in the audit process in accordance with auditing standards generally acceptedin Japan, and perform the following while maintaining professional skepticism.
⋅ Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement
audit procedures to address the risks of material misstatement. The audit procedures shall be selected andapplied as determined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained
to provide a basis for the audit opinion.
⋅ In making those risk assessments, the auditor considers internal control relevant to the entity’s audit inorder to design audit procedures that are appropriate in the circumstances, although the purpose of the auditof the financial statements and the accompanying supplementary schedules is not to express an opinion on
the effectiveness of the entity’s internal control.
⋅ Assess the appropriateness of accounting policies adopted by management and the method of theirapplication, as well as the reasonableness of accounting estimates made by management and the adequacyof related notes.
⋅ Determine whether it is appropriate for management to prepare the financial statements and theaccompanying supplementary schedules on the premise of a going concern and, based on the audit evidence
obtained, determine whether there is a significant uncertainty in regard to events or conditions that may
cast significant doubt on the entity’s ability to continue as a going concern. If there is a significant
uncertainty concerning the premise of a going concern, the auditor is required to call attention to the notes
to the financial statements and the accompanying supplementary schedules in the audit report, or if thenotes to the financial statements and the accompanying supplementary schedules pertaining to thesignificant uncertainty are inappropriate, issue a modified opinion on the financial statements and theaccompanying supplementary schedules. While the conclusions of the auditor are based on the audit
evidence obtained up to the date of the audit report, depending on future events or conditions, an entity
may be unable to continue as a going concern.
⋅ Besides assessing whether the presentation of and notes to the financial statements and the accompanying
supplementary schedules are in accordance with accounting principles generally accepted in Japan, assess
the presentation, structure, and content of the financial statements and the accompanying supplementaryschedules including related notes, and whether the financial statements and the accompanying
supplementary schedules fairly present the transactions and accounting events on which they are based.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding thescope and timing of implementation of the planned audit, material audit findings including material weaknesses
in internal control identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding theobservance of provisions related to professional ethics in Japan as well as matters that are reasonably considered
to have an impact on the auditor’s independence, any measures that are in place to eliminate obstacles, and any
safeguards that are applied to reduce obstacles to an acceptable level.
Interest
Our firm and engagement partners have no interests in the Company requiring disclosure under the provisionsof the Certified Public Accountants Act of Japan.

- 44 -

The Audit & Supervisory Board’s Audit Report

Audit Report
The Audit & Supervisory Board has prepared this Audit Report on the execution of duties by Directors forthe 18th fiscal year from April 1, 2023 to March 31, 2024 upon deliberations based on audit reports preparedby each Audit & Supervisory Board Member, and hereby reports as follows.
1. Methods and Descriptions of Audits by Audit & Supervisory Board Members and the Audit & Supervisory
Board(1) The Audit & Supervisory Board established auditing policies, allocation of duties, and other matters,
and received reports from each Audit & Supervisory Board Member on the status of conducting audits
and results thereof. In addition, the Audit & Supervisory Board received reports from Directors andother personnel as well as the Accounting Auditor on the status of execution of their duties, andrequested explanations as necessary.
(2) Each Audit & Supervisory Board Member, in accordance with the auditing policies, allocation ofduties, and other matters established by the Audit & Supervisory Board, strived to collect informationand develop an auditing environment by communicating with Directors, the Internal Control Office,other employees, etc., and conducted audits by the following methods.
1)

Audit & Supervisory Board Members attended meetings of the Board of Directors and otherimportant meetings, received reports from Directors, employees, and other personnel on thestatus of execution of their duties, requested explanations as necessary, reviewed important
approval documents and other materials, and studied the status of operations and assets at thehead office. In addition, with regard to subsidiaries, Audit & Supervisory Board Members
worked to communicate and exchange information with Directors, Audit & Supervisory Board
Members, and other personnel of subsidiaries, and received reports from subsidiaries on theirbusinesses as necessary.

2)With regard to the contents of resolutions by the Board of Directors on the development of thesystem to ensure that Directors perform their duties in compliance with laws, regulations and the
Articles of Incorporation and other systems stipulated in Article 100, Paragraph 1 and Paragraph
3 of the Regulations for Enforcement of the Companies Act as those required to ensure theproperness of operations conducted by the corporate group comprised of a listed company andits subsidiaries, as well as the systems developed based on the said resolutions (internal control
systems), which are described in the Business Report, Audit & Supervisory Board Members
periodically received reports from Directors, employees, etc. on the status of their establishment
and operation, requested explanations as necessary, and expressed their opinions.

3)

Audit & Supervisory Board Members monitored and verified whether the Accounting Auditor
is maintaining an independent position and conducting proper audits. In addition, Audit &Supervisory Board Members received reports from the Accounting Auditor on the status ofexecution of its duties, and requested explanations as necessary. Furthermore, Audit &Supervisory Board Members were notified by the Accounting Auditor that it has developed“systems for ensuring that the performance of the duties is being carried out correctly” (matters
stipulated in each item of Article 131 of the Regulations on Corporate Accounting) in accordancewith the “Quality Control Standard for Audit” (Business Accounting Council) and otherstandards, and requested explanations as necessary.

Based on the above methods, Audit & Supervisory Board Members examined the Business Reportand its supplementary schedules, the non-consolidated financial statements (the non-consolidated balance
sheet, non-consolidated statement of income, non-consolidated statement of changes in net assets, andnotes to the non-consolidated financial statements) and their supplementary schedules, and theconsolidated financial statements (the consolidated balance sheet, consolidated statement of income,consolidated statement of changes in net assets, and notes to the consolidated financial statements) for
the fiscal year under review.

- 45 -

2. Results of Audit(1) Results of Audit of the Business Report and Other Relevant Documents
1)

In our opinion, the Business Report and its supplementary schedules fairly represent theCompany’s condition in accordance with laws and regulations and the Articles of Incorporation.

2)

With regard to the execution of duties by Directors, we have found no evidence of wrongfulaction or material facts in violation of laws and regulations or the Articles of Incorporation.

3)

In our opinion, the contents of the resolutions by the Board of Directors related to the internal
control systems are fair and reasonable. In addition, we have found no matters to be noted withregard to the descriptions in the Business Report or the execution of duties by Directors related
to such internal control systems.

(2) Results of Audit of Non-Consolidated Financial Statements and Supplementary Schedules
In our opinion, the audit methods employed and results rendered by Isuzu Audit Corporation, the
Accounting Auditor, are fair and reasonable.
(3) Results of Audit of Consolidated Financial Statements
In our opinion, the audit methods employed and results rendered by Isuzu Audit Corporation, the
Accounting Auditor, are fair and reasonable.
May 9, 2024
The Audit & Supervisory Board, Mie Kotsu Group Holdings, Inc.
Audit & Supervisory Board
Member (full-time)
Audit & Supervisory Board
Member (full-time)
Audit & Supervisory Board
MemberAudit & Supervisory Board
Member(Note)

Shinya Nakagawa
Michitaka Beppu
Katsu Kobayashi
Hiroyuki Kasamatsu

Audit & Supervisory Board Members Katsu Kobayashi and Hiroyuki Kasamatsu are Outside Audit &Supervisory Board Members as stipulated in Article 2, Item 16 and Article 335, Paragraph 3 of theCompanies Act.

- 46 -