Notice of the 9Th Ordinary General Meeting of Shareholders

Notice of the 9Th Ordinary General Meeting of Shareholders

Note: This document has been translated from the Japanese original for reference purposes only. In the event of 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 of damages arising from the translation. (Stock Exchange Code 3232) May 28, 2015 To Shareholders with Voting Rights: Naoyuki Okamoto CEO and Representative Director Mie Kotsu Group Holdings, Inc. 1-1, Chuo, Tsu City, Mie NOTICE OF THE 9TH ORDINARY GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: We would like to express our appreciation for your continued support and patronage. You are cordially invited to attend the 9th Ordinary General Meeting of Shareholders of Mie Kotsu Group Holdings, Inc. (the “Company”). The meeting will be held for the purposes as described below. If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the Voting Rights Exercise Form. If exercising your voting rights in writing, please review the attached Reference Documents for the General Meeting of Shareholders, indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:10 p.m. on Thursday, June 18, 2015, Japan time. 1. Date and Time: Friday, June 19, 2015 at 10:00 a.m. Japan time 2. Place: 5th floor Banquet Hall Ise, Tsu Miyako Hotel, 7-15, Daimon, Tsu City, Mie, Japan 3. Meeting Agenda: Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s 9th Fiscal Year (April 1, 2014 - March 31, 2015) and results of audits by the Accounting Auditor and the Board of Auditors of the Consolidated Financial Statements 2. Non-consolidated Financial Statements for the Company’s 9th Fiscal Year (April 1, 2014 - March 31, 2015) Proposals to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Partial Amendments to the Articles of Incorporation Proposal 3: Election of 17 Directors Proposal 4: Election of 1 Auditor 1. When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. 2. The items below are posted on the Company’s website (http://holdings.sanco.co.jp/) in accordance with laws and regulations and Article 15 of the Company’s Articles of Incorporation and thus are not included in the Attached Documents of this Notice of Convocation. (Japanese only) 1) Notes to Consolidated Financial Statements 2) Notes to Non-consolidated Financial Statements 3. Any updates to the Attached Documents and Reference Documents for the General Meeting of Shareholders will be posted on the Company’s website (http://holdings.sanco.co.jp/). (Japanese only) - 1 - Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Appropriation of Surplus Matters concerning year-end dividends With respect to the year-end dividends for the 9th fiscal year, the Company takes the financial results and future business development into account. The Company became listed on the first section of the Tokyo Stock Exchange on March 19, 2015. We would like to take this opportunity to thank our shareholders and other stakeholders for their support. To express our appreciation to shareholders, it is proposed that a commemorative dividend of ¥1 be added to the ordinary dividend of ¥5 for payment of a total year-end dividend of ¥6 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 ordinary dividend of ¥5 and commemorative dividend of ¥1) Total amount of dividends: ¥563,744,760 3. Effective date of dividends of surplus June 22, 2015 - 2 - Proposal 2: Partial Amendments to the Articles of Incorporation 1. Reasons for the amendments (1) The Company has electronic public notices as its method of issuing public notices. In preparation of cases where the Company is unable to issue electronic public notices due to an accident or any other unavoidable reasons, public notices of the Company shall be issued in the Chunichi Shimbun and the Ise Shimbun. In view of the listing of the Company’s stock on the first section of the Tokyo Stock Exchange, we propose to change the newspaper publisher for public notices specified in Article 5 to the Nihon Keizai Shimbun in order to enhance publicity. (2) In order to enable Directors and Auditors to fulfill their expected roles and the Company to secure human resources suitable for the posts from inside and outside the Company, we propose to newly establish provisions for exemption of Directors and Auditors from their liabilities by the resolution of the Board of Directors within the limit stipulated by the Companies Act and provisions for conclusion of liability limitation agreements between the Company and Directors and Auditors who are not Executive Directors etc. The consent of each Auditor has been obtained for the establishment of new provisions for exemption from liability of Directors (Article 28). (3) In accordance with the establishment of the new article, the article number of the articles following the new article will be changed accordingly. 2. Details of the amendment The details of the amendment are as follows. (Underlined portions are amended.) Present Articles of Incorporation Proposed Amendment CHAPTER I. GENERAL PROVISIONS CHAPTER I. GENERAL PROVISIONS (Method of Public Notice) (Method of Public Notice) Article 5 Article 5 Public notices of the Company shall be electronic Public notices of the Company shall be electronic public notices; provided, however, that if the public notices; provided, however, that if the Company is unable to issue electronic public notices Company is unable to issue electronic public notices due to an accident or any other unavoidable reasons, due to an accident or any other unavoidable reasons, public notices of the Company shall be issued in the public notices of the Company shall be issued in the Chunichi Shimbun and the Ise Shimbun. Nihon Keizai Shimbun. CHAPTER IV. DIRECTORS AND THE BOARD CHAPTER IV. DIRECTORS AND THE BOARD OF DIRECTORS OF DIRECTORS (Newly established) (Exemption from Liability of Directors) Article 28 The Company may, by resolution of the Board of Directors, exempt Directors (including former Directors) from the liability under Article 423, Paragraph 1 of the Companies Act within the limit stipulated by laws and regulations. 2. The Company may enter into agreements with Directors who are not Executive Directors etc. to limit their liability under Article 423, Paragraph 1 of the Companies Act to the amount stipulated by laws and regulations, provided that they have acted in good faith and are not grossly negligent in performing their duties. - 3 - Present Articles of Incorporation Proposed Amendment CHAPTER V. AUDITORS AND THE BOARD OF CHAPTER V. AUDITORS AND THE BOARD OF AUDITORS AUDITORS Articles 28-35 (Text omitted) Articles 29-36 (Same as the present) (Newly established) (Exemption from Liability of Auditors) Article 37 The Company may, by resolution of the Board of Directors, exempt Auditors (including former Auditors) from the liability under Article 423, Paragraph 1 of the Companies Act within the limit stipulated by laws and regulations. 2. The Company may enter into agreements with Auditors to limit their liability under Article 423, Paragraph 1 of the Companies Act to the amount stipulated by laws and regulations, provided that they have acted in good faith and are not grossly negligent in performing their duties. CHAPTER VI. ACCOUNTS CHAPTER VI. ACCOUNTS Articles 36-39 (Text omitted) Articles 38-41 (Same as the present) - 4 - Proposal 3: Election of 17 Directors The terms of office of all Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the election of 17 Directors, an increase by 1 Outside Director, is proposed to strengthen the management structure and ensure management transparency, The candidates are as follows: Number of Name Past experience, positions No. shares of the (Date of birth) and significant concurrent positions Company held April 1970 Joined Kintetsu Corporation June 2003 Director of Kintetsu Corporation June 2005 Senior Managing Director of Kintetsu Corporation June 2007 Vice President and Representative Director of Kintetsu Corporation April 2010 Director of Kintetsu Corporation April 2010 Advisor of the Company June 2010 President and Representative Director of the Company Naoyuki Okamoto (present) 1 54,600 (December 29, 1946) June 2010 Chairman and Representative Director of Mie Kotsu Co., Ltd. (present) June 2010 Chairman and Representative Director of Sanco Real Estate CO., LTD. (present) June 2010 Chairman and Representative Director of Meihan Kintetsu Bus Co., Ltd. (present) [Significant concurrent positions] Chairman and Representative Director of Mie Kotsu Co., Ltd. Chairman and Representative Director of Sanco Real Estate CO., LTD. Chairman and Representative Director of Meihan Kintetsu Bus Co., Ltd. April 1980 Joined Mie Kotsu Co., Ltd. June 2010 Director of Mie Kotsu Co., Ltd. June 2011 Director of the Company June 2012 Managing Director of Mie Kotsu Co., Ltd. July 2012 Responsible for Planning Office of the Company June 2013 Supervisor of General Affairs and Human Resources Group of Kei Kumoi the Company 2 32,150 (June 21, 1957) June 2013 Senior Managing Director of Mie Kotsu Co., Ltd. June 2014 President and Representative Director

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