Kintetsu : NOTICE OF THE 113TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 9041

May 30, 2024

To our shareholders:

Takashi Tsuji

President

Kintetsu Group Holdings Co., Ltd.

6-1-55, Uehommachi, Tennoji-ku,Osaka-shi, Osaka, Japan

NOTICE OF THE 113TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

We are pleased to announce the 113th Ordinary General Meeting of Shareholders of Kintetsu Group Holdings Co., Ltd. (the "Company"), which will be held as described below.

If you are unable to attend the meeting, you can exercise your voting rights in writing or via electromagnetic means (the Internet and others). Please review the Reference Documents for the General Meeting of Shareholders (from page 5 to page 21) and the Information on Exercise Method of Voting Rights (on page 3 and page 4) and exercise your voting rights by 6:00 p.m. on Thursday, June 20, 2024 (Japan Standard Time).

Meeting Details

1. Date and Time: Friday, June 21, 2024 at 10:00 a.m. (Japan Standard Time)
2. Venue: 6-1-55, Uehommachi, Tennoji-ku,Osaka-shi, Osaka, Japan Sheraton Miyako Hotel Osaka, 4F "Naniwa"
3. Purposes:

Items to be reported:

Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements for the 113th Term (from April 1, 2023 to March 31, 2024), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board

Items to be resolved:

Proposal 1: Dividends of surplus

Proposal 2: Election of twelve (12) Directors

Proposal 3: Election of five (5) Audit & Supervisory Board Members

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4. Items concerning measures for electronic provision

The Company takes measures for providing in electronic format information that constitutes the content of the Reference Documents for the General Meeting of Shareholders, etc. (items for which measures for providing information in electronic format are to be taken) in accordance with the provisions of laws and regulations and Article 16, paragraph 1 of the Articles of Incorporation of the Company. Items concerning measures for electronic provision are as follows.

Internet address of materials for which measures for electronic provision are taken The Company's website: https://www.kintetsu-g-hd.co.jp/ir/kabunushi/index.html (in Japanese)

Website for posted informational materials for the General Meeting of Shareholders https://d.sokai.jp/9041/teiji/ (in Japanese)

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Information on Exercise Method of Voting Rights

You may exercise your voting rights by one of the following three methods.

When you exercise your voting rights in writing:

Please indicate your approval or disapproval of each of the proposals on the Voting Rights Exercise Form and send the Exercise Form to us by return mail no later than the deadline below.

Deadline Thursday, June 20, 2024 at 6:00 p.m. (Japan Standard Time)

When you exercise your voting rights via the Internet:

Please see below and the following page.

Deadline

Thursday, June 20, 2024 at 6:00 p.m. (Japan Standard Time)

When you attend the General Meeting of Shareholders in person:

Shareholders who have the Voting Rights Exercise Form are requested to submit it to the reception desk at the site of the General Meeting of Shareholders.

Date of the Ordinary General Meeting of Shareholders

Friday, June 21, 2024 at 10:00 a.m. (Japan Standard Time)

Cases in which you do not indicate your approval or disapproval for each of the proposals on the Voting Rights Exercise Form when exercising your voting rights in writing (by postal mail) will be treated as you having indicated your approval for that particular proposal.

Information on Exercise of Voting Rights via the Internet

• Shareholders can exercise their voting rights only by indicating approval or disapproval of each of the proposals on the voting rights exercise site designated by the Company (https://evote.tr.mufg.jp/ (in Japanese)) no later than the deadline. (However, please note that you cannot exercise your voting rights via the Internet on the designated website between the hours of 2:30 a.m. and 4:30 a.m.)
• If you exercise your voting rights both in writing and via electromagnetic means, including the Internet, the voting via the electromagnetic means shall be deemed valid. If you exercise your voting rights more than once via electromagnetic means, the last exercise of voting rights shall be deemed valid.
• Shareholders are cordially requested to exercise their voting rights as early as possible to facilitate the counting of votes.
• Please call the Help Desk as mentioned in the following page with any inquiries or questions.

Institutional investors may use the platform for electronic exercise of voting rights, operated by ICJ, Inc.

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How to scan the QR code

You can log in to the Website for Exercising Voting Rights by scanning the QR code without entering your login ID and temporary password.

• Please scan the QR code provided at the right of the Voting Rights Exercise Form by using a smartphone.
  * "QR Code" is a registered trademark of DENSO WAVE INCORPORATED.

• Please enter your approval or disapproval of each of the proposals in accordance with the instructions on the screen.

How to enter login ID and temporary password

Website for Exercising Voting Rights:

https://evote.tr.mufg.jp/ (in Japanese)

1 Please access the Website for Exercising Voting Rights via PC or smartphone.

• Please log in by entering the "login ID and temporary password" indicated on the Voting Rights Exercise Form (or in the convocation notice delivered by email) and clicking on "Log in."

• Please enter your approval or disapproval of each of the proposals in accordance with the instructions on the screen.

Notes

• Please note that, depending on your Internet settings, you may not be able to exercise your voting rights via PC or smartphone on the designated website for the exercise of voting rights if you are connecting through a firewall or anti-virus software, if you are not using TLS encryption, or if you are using a proxy server.
• All costs associated with accessing the website for the exercise of voting rights (cost of Internet connections etc.) are to be borne by the shareholder.

If you have any inquiries about the operation of a PC or a smartphone regarding the exercise of voting rights via the Internet, contact the following:

Mitsubishi UFJ Trust and Banking Corporation Transfer Agent Department (Help Desk)

Phone: [phone] (toll free only within Japan; 9:00 a.m. to 9:00 p.m. (Japan Standard Time))

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Documents

Proposal 1: Dividends of surplus

In the 113th term, consolidated operating revenue, operating profit, and ordinary profit increased compared to the previous term due mainly to progress in the recovery of business performance from the COVID-19 pandemic in the Transportation Business, Merchandise Sales Business, and Hotel and Leisure Business, and profit attributable to owners of parent also exceeded our initial forecast.

The Company makes it a basic policy to maintain stable dividend payments while we strive to strengthen our management base and financial position. After taking into total consideration our business performance, financial position and other factors this term based on that policy, while finding ourselves in a business environment that does not allow for optimism, we propose to pay a year-end dividend as follows.

1. Type of dividend property Cash
2. Allocation of dividend property to shareholders and the total amount thereof 50 yen per common share of the Company
   Total amount of dividends: 9,523,771,000 yen
3. Effective date of dividends of surplus June 24, 2024

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Proposal 2: Election of twelve (12) Directors

The term of office of all twelve (12) Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of twelve (12) Directors.

The candidates for Directors are as follows:

Candidate			Position and	Attendance to Board
Name		responsibilities currently	meetings during the
No.
		held in the Company	113th term
1.	Takashi Tsuji	Reappointment	President	8/8
			Director, Senior
			Managing Executive
2.	Takashi Wakai	Reappointment	Officer	10/10
			Corporate Strategy Div.
			Accounting Div.
3.	Tetsuya Kobayashi	Reappointment	Chairman of the Board	10/10
			Director, Senior
			Managing Executive
4.	Shiro Hara	Reappointment	Officer	10/10
			Business Strategy Div.
			Public Relations Div.
			Director, Managing
5.	Nobu Hayashi	Reappointment	Executive Officer	10/10
Secretarial Div.
			Human Resources Div.
			Director, Managing
			Executive Officer
6.	Akihiko Matsumoto	Reappointment	Administrative General	10/10
			Affairs Div.
			Audit Div.
			Director, Managing
7.	Hiroyuki Kasamatsu	Reappointment	Executive Officer	8/8
			Corporate Strategy Div.
		Reappointment
8.	Masanori Yanagi	External	Director	9/10
		Independent Officer
		Reappointment
9.	Toshiko Katayama	External	Director	10/10
		Independent Officer
		Reappointment
10.	Takashi Nagaoka	External	Director	10/10
		Independent Officer

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Candidate			Position and	Attendance to Board
Name		responsibilities currently	meetings during the
No.
		held in the Company	113th term
		Reappointment
11.	Yuji Mikasa	External	Director	8/8
		Independent Officer
12.	Naoyoshi Ueda	New candidate	―	―

• The attendance of Takashi Tsuji, Hiroyuki Kasamatsu and Yuji Mikasa to Board meetings includes only Board meetings held after they assumed office of Directors on June 27, 2023.

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Candidate		Name (Date of birth)
No. 1.	Takashi Tsuji (August 26, 1957)
		Career history and position
		April 1982	Joined the Company
		January 2015	Officer, Kintetsu Division Preparation Company
			(currently Kintetsu Railway Co., Ltd.)
		June 2016	Director, Managing Executive Officer, Kintetsu
			Railway Co., Ltd.
		June 2019	Director, the Company
		June 2019	President, Kintetsu Railway Co., Ltd.
Number of shares of the Company	June 2021	Group Officer, the Company
held:		June 2023	President, the Company (present position)
10,055 shares

Reasons for selection as a candidate for Director

Takashi Tsuji has engaged in corporate management of the Company as well as Group companies, and currently serves the Group's management as President of the Company. We believe that Takashi Tsuji is a qualified candidate for Director after taking into account his knowledge, ability, personality, and other attributes in a comprehensive manner.

Candidate		Name (Date of birth)
No. 2.	Takashi Wakai (May 30, 1959)
		Career history and position
		April 1983	Joined the Company
		June 2016	Director, Managing Executive Officer, the
			Company
		June 2021	Director, Senior Managing Executive Officer, the
			Company (present position)
		Responsibilities
		Corporate Strategy Div.
Number of shares of the Company	Accounting Div.
held:
8,306 shares

Reasons for selection as a candidate for Director

Takashi Wakai has engaged in accounting of the Company as well as Group companies and currently supervises corporate strategy and accounting as Director of the Company. We believe that Takashi Wakai is a qualified candidate for Director after taking into account his knowledge, ability, personality, and other attributes in a comprehensive manner.

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Candidate	Name (Date of birth)
No. 3.	Tetsuya Kobayashi (November 27, 1943)
	Career history and position
	April 1968	Joined the Company
	June 2001	Director, the Company
	June 2003	Managing Director, the Company
	June 2005	Senior Executive Director, the Company
	June 2007	President, the Company
	April 2015	Chairman of the Board, the Company
	June 2020	Chairman of the Board and Group CEO, the
Number of shares of the Company	Company
held:	June 2023	Chairman of the Board, the Company (present
27,889 shares		position)

Reasons for selection as a candidate for Director

Based on his broad business experience, Tetsuya Kobayashi has supervised the Kintetsu Group's overall management previously as President and currently as Chairman of the Board of the Company. We believe that Tetsuya Kobayashi is a qualified candidate for Director after taking into account his knowledge, ability, personality, and other attributes in a comprehensive manner.

Candidate		Name (Date of birth)
No. 4.	Shiro Hara (January 24, 1961)
		Career history and position
		April 1984	Joined the Company
		June 2019	Officer, the Company
		June 2020	Director, Managing Executive Officer, the
			Company
		June 2023	Director, Senior Managing Executive Officer, the
			Company (present position)
		Responsibilities
Number of shares of the Company	Business Strategy Div.
held:		Public Relations Div.
4,500 shares

Reasons for selection as a candidate for Director

Shiro Hara has engaged in the railway business of the Company and in corporate management of the Group companies, and currently supervises business strategy and public relations as Director of the Company. We believe that Shiro Hara is a qualified candidate for Director after taking into account his knowledge, ability, personality, and other attributes in a comprehensive manner.

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Candidate		Name (Date of birth)
No. 5.	Nobu Hayashi (November 30, 1960)
		Career history and position
		April 1984	Joined the Company
		June 2018	Officer, the Company
		June 2021	Director, Managing Executive Officer, the
			Company (present position)
		Responsibilities
		Secretarial Div.
		Human Resources Div.
Number of shares of the Company	Important positions concurrently held
held:		Director, Managing Executive Officer, Kintetsu Railway Co., Ltd.
8,735 shares

Reasons for selection as a candidate for Director

Nobu Hayashi has engaged in the secretarial and personnel operations of the Company and advertising and other businesses of the Group companies and currently supervises secretarial and personnel operations as Director of the Company. We believe that Nobu Hayashi is a qualified candidate for Director after taking into account his knowledge, ability, personality, and other attributes in a comprehensive manner.

Candidate	Name (Date of birth)
No. 6.	Akihiko Matsumoto (September 16, 1960)
	Career history and position
	April 1984	Joined the Company
	June 2022	Director, Managing Executive Officer, the
		Company (present position)
	Responsibilities

Administrative General Affairs Div.

Audit Div.

Number of shares of the Company held:

2,800 shares

Reasons for selection as a candidate for Director

Akihiko Matsumoto has engaged in general affairs, personnel affairs and other operations of the Company as well as several Group companies listed on the stock market, and currently supervises general affairs and audit operations as Director of the Company. We believe that Akihiko Matsumoto is a qualified candidate for Director after taking into account his knowledge, ability, personality, and other attributes in a comprehensive manner.

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