This document has been translated from a part of the Japanese original for reference purposes only. In the event of Note: any discrepancy between this translated document and the Japanese original, the original shall prevail. To our shareholders: Securities identification code: 9076 June 5, 2019 Yoshitaka Taguchi President and Chief Operating Officer SEINO HOLDINGS CO., LTD. 1, Taguchi-cho, Ogaki, Gifu
NOTICE OF THE 98TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 98th Ordinary General Meeting of Shareholders of SEINO HOLDINGS CO., LTD. (the "Company"), which will be held as described below. If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail or electronically (via the internet, etc.). Please exercise your voting rights no later than 5:00 p.m., Wednesday, June 26, 2019 (Japan Standard Time) after reviewing the attached Reference Documents for the General Meeting of Shareholders. 1. Date and Time Thursday, June 27, 2019 at 10:00 a.m. (Japan Standard Time) 2. Venue: Sopia Hall, 3F, Softpia Japan Center Building 4-1-7, Kagano, Ogaki, Gifu 3. Purposes: Items to be reported: 1. Business Report and Consolidated Financial Statements for the 98th Term (from April 1, 2018 to March 31, 2019), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board Non-Consolidated Financial Statements for the 98th Term (from April 1, 2018 to March 31, 2019) 2. Items to be resolved: Proposal 1: Appropriation of Surplus
Election of Nine (9) Directors

Proposal 1:
Appropriation of Surplus The Company positions profit of shareholders as an important management policy. It has a basic policy of implementing interim dividends, paying annual dividends of 11 yen per share or higher in principle and maintaining a consolidated payout ratio of around 30% while enhancing shareholder capital with a mid-to- long term view and improving profitability. Based on this policy, the Company proposes to pay 21 yen per common share as the year-end dividends for this fiscal year. As such, the total annual dividends for this fiscal year, including the already implemented interim dividends of 11 yen, will be 32 yen per share. (1) Type of dividend property Cash (2) Allocation of dividend property to shareholders and total amount thereof 21 yen per common share of the Company Total amount of dividends: 4,292,658,573 yen (3) Effective date of distribution of dividends of surplus June 28, 2019
Proposal 2:

The terms of office of all nine (9) Directors will expire at the conclusion of this meeting. Accordingly, the Company proposes that nine (9) Directors be elected, including three (3) Outside Directors.
held on June 27, 2018 and assumed office. Accordingly, the number of his attendance at the Board of Directors meetings differs from that of the other candidates. 2. Refer to the following pages for details on the candidates.
Notes: 1. An asterisk (*) indicates a new candidate for Director. 2. When nominating candidates for Director, an impartial and strict review is carried out by the Human Resources Committee based on the Company's basic policy for corporate governance, which states that "a candidate be an individual that has excellent character, insight, ability and extensive experience, as well as a strong sense of ethics" and "a candidate for Outside Director be an individual that fulfills the requirements for independence established by the Tokyo Stock Exchange." 3. Special interest between the candidates for Directors and the Company are as follows: (1) Candidate for Director Yoshitaka Taguchi also has a post as Representative Director and Chairman at Kanto Unyu Co., Ltd. and Representative Director at Shikoku Seino Transportation Co., Ltd. and Seino Customs Clearance Service Co., Ltd., with which the Company has a competitive relationship in terms of operational consignment and the like. (2) Candidate for Director Yoshitaka Taguchi also has a post as Chairman at the Taguchi Fukujukai Foundation, which is the largest shareholder holding 12.64% of the total equity of the Company. (3) Candidate for Director Hidemi Maruta has a post as Audit & Supervisory Board Member at Seino Customs Clearance Service Co., Ltd., with which the Company has a competitive relationship in terms of operational consignment and the like. (4) There are no other special interests between the Company and other candidates. 4. Among candidates for Directors, Meyumi Yamada, Shintaro Takai and Yoichiro Ichimaru are candidates for Outside Directors. (1) Meyumi Yamada and Shintaro Takai serve as members of the Independent Committee for the anti-takeover measures which was approved at the 96th Ordinary General Meeting of Shareholders that was held on June 28, 2017. If the election of Yoichiro Ichimaru is approved, he will also become a member of the Independent Committee for the anti-takeover measures, the same as Meyumi Yamada and Shintaro Takai. (2) The Company has concluded limited liability agreements with both Meyumi Yamada and Shintaro Takai limiting their liabilities specified in Article 423, Paragraph 1 of the Companies Act, based on the provisions of Article 427, Paragraph 1 of the Companies Act. Their maximum amount of liability shall be 20 million yen or the amount stipulated by laws and regulations, whichever is higher. If their reelection is approved, the Company plans to continue these agreements. Furthermore, if the election of Yoichiro Ichimaru is approved, the Company plans to enter into the same limited liability agreement with him. 5. The Company has registered Meyumi Yamada and Shintaro Takai as Independent Officers with the Tokyo Stock Exchange, Inc. and the Nagoya Stock Exchange, Inc. as stipulated by provisions of the said Exchanges. If their reelection is approved, the Company plans for their appointment as independent officers to continue. Furthermore, Yoichiro Ichimaru satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange, Inc. and the Nagoya Stock Exchange, Inc. If the election of Yoichiro Ichimaru is approved, the Company plans to register him as an Independent Officer with the said Exchanges. 6. Meyumi Yamada and Shintaro Takai are currently Outside Directors of the Company, and their terms of office as Outside Directors of the Company will be two years and one year, respectively, at the conclusion of this meeting. 7. Meyumi Yamada is well-known by the name Yamada, and that name is therefore presented here, but her name as recorded on the official family register is Meyumi Hara.