Kintetsu Group Holdings Co., Ltd.TSE: 9041

Announcement Regarding Amendment to the Articles of Incorporation

· Issued by Kintetsu Group Holdings Co., Ltd.

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.

April 24, 2026

Press Release

Name of company: Kintetsu Group Holdings Co.,Ltd.

Representative: Takashi Wakai, Representative Director

and President

Code No.: 9041

Listing exchange: Tokyo Stock Exchange (Prime Market) Contact: Hirokazu Kawaguchi, General

Manager of Administrative General

Affairs Div. - Administration Headquarters

Telephone: +81-6-6775-3444

Announcement Regarding Amendment to the Articles of Incorporation

Kintetsu Group Holdings Co.,Ltd. (the "Company") hereby announces that, at a meeting of the Board of Directors held today, it resolved to submit an "Amendment to the Articles of Incorporation" to the 115th Ordinary General Meeting of Shareholders scheduled for June 2026, as described below.

  1. Reasons for the amendment

    1. As disclosed in the "Announcement Regarding the Transition to a Company With an Audit and Supervisory Committee" dated December 25, 2025, the Company intends to transition to a company with an Audit and Supervisory Committee to strengthen the supervisory function of the Board of Directors and achieve swift and agile business execution toward sustainable corporate value creation and further growth. In conjunction with this transition, the Company will make necessary amendments, including the establishment of provisions relating to the Audit and Supervisory Committee and Audit and Supervisory Committee Members, the deletion of provisions relating to the Audit & Supervisory Board and Audit & Supervisory Board Members, and the establishment of provisions relating to the delegation of authority to Directors.

    2. In connection with the transition to a company with an Audit and Supervisory Committee, the Company will set a maximum number of Directors to maintain an appropriate size of its Board of Directors from the perspective of ensuring its effectiveness.

    3. With respect to the purpose of business in Article 2, items will be added to accommodate future business development.

  2. Details of the amendment

    Details of the amendment are as set forth in the Attachment.

  3. Schedule

Date of the General Meeting of Shareholders to amend the Articles of Incorporation:

Effective date of the Articles of Incorporation amendment:

June 2026 (planned)

June 2026 (planned)

End

(Attachment)

Details of the amendment to the Articles of Incorporation

(Amended portions are underlined.)

Current Articles of Incorporation

Proposed amendment

Chapter I

General Provisions Article 1 (Omitted)

(Purpose)

Article 2

  1. The purpose of the Company is to control and manage the business activities of companies that operate the

    following businesses and foreign companies that operate businesses equivalent to the following businesses by owning shares of or equity in said companies.

    1. to (13) (Omitted) (Newly established)

(14) to (17) (Omitted)

  1. (Omitted)

    Article 3 (Omitted) (Organs)

    Article 4

    The Company shall have, in addition to the General Meeting of Shareholders and Directors, the following organs:

    1. Board of Directors

    2. Audit & Supervisory Board Member

    3. Audit & Supervisory Board

    4. Accounting Auditor

Article 5 (Omitted)

Chapter II Shares

Articles 6 to 10 (Omitted)

(Shareholder register administrator) Article 11

  1. The Company shall have a shareholder register administrator.

  2. The shareholder register administrator and the place of business thereof shall be designated by a resolution of the Board of Directors.

  3. (Omitted)

Chapter I

General Provisions Article 1 (No change)

(Purpose)

Article 2

  1. The purpose of the Company is to control and manage the business activities of companies that operate the

    following businesses and foreign companies that operate businesses equivalent to the following businesses by owning shares of or equity in said companies.

    1. to (13) (No change)

  1. Banking agency business

  2. to (18) (No change)

  1. (No change)

    Article 3 (No change) (Organs)

    Article 4

    The Company shall have, in addition to the General Meeting of Shareholders and Directors, the following organs:

    1. Board of Directors

    2. Audit and Supervisory Committee (Deleted)

    3. Accounting Auditor Article 5 (No change)

Chapter II Shares

Articles 6 to 10 (No change)

(Shareholder register administrator) Article 11

  1. The Company shall have a shareholder register administrator.

  2. The shareholder register administrator and the place of business thereof shall be designated by the Board of

    Directors or a Director delegated by a resolution of the Board of Directors.

  3. (No change)

Current Articles of Incorporation

Proposed amendment

(Share Handling Regulations) Article 12

Procedures for the exercise of shareholders' rights and other matters relating to the handling of shares and share

acquisition rights of the Company shall be governed by the Share Handling Regulations established by the Board of

Directors, in addition to laws and regulations or these Articles of Incorporation.

Chapter III

General Meeting of Shareholders Articles 13 to 18 (Omitted)

Chapter IV

Directors and the Board of Directors

(Number of Directors) Article 19

  1. The number of Directors of the Company shall be eight or more.

    (Newly established)

  2. In the event of a vacancy in the office of Director, a replacement does not have to be elected until his/her

term of office expires, if the number of Directors is not less than the number legally required.

(Method of election) Article 20

  1. Directors shall be elected at a General Meeting of Shareholders.

  2. to 3. (Omitted) (Term of office)

Article 21

The term of office of Directors shall expire at the close of the Ordinary General Meeting of Shareholders relating to the last fiscal year ending within one year after their election.

(Newly established)

(Newly established)

(Share Handling Regulations) Article 12

Procedures for the exercise of shareholders' rights and other matters relating to the handling of shares and share

acquisition rights of the Company shall be governed by the Share Handling Regulations established by the Board of

Directors or a Director delegated by a resolution of the Board of Directors, in addition to laws and regulations or these Articles of Incorporation.

Chapter III

General Meeting of Shareholders Articles 13 to 18 (No change)

Chapter IV

Directors and the Board of Directors

(Number of Directors) Article 19

  1. The number of Directors of the Company shall not be more than fifteen.

  2. The number of Directors who are Audit and Supervisory Committee Members of the Company shall not be more than five.

(Deleted)

(Method of election) Article 20

  1. Directors shall be elected at a General Meeting of

    Shareholders, distinguishing between Directors who are Audit and Supervisory Committee Members and other Directors.

  2. to 3. (No change)

(Term of office) Article 21

  1. The term of office of Directors (excluding Directors who are Audit and Supervisory Committee Members) shall expire at the close of the Ordinary General

    Meeting of Shareholders relating to the last fiscal year ending within one year after their election.

  2. The term of office of Directors who are Audit and Supervisory Committee Members shall expire at the close of the Ordinary General Meeting of Shareholders relating to the last fiscal year ending within two years after their election.

  3. The term of office of a Director who is an Audit and Supervisory Committee Member elected to fill a vacancy left by another Director who is an Audit and Supervisory Committee Member who retired before the expiration of his/her term of office shall expire when the term of office of the retired Director who is an Audit and Supervisory Committee Member expires.

Current Articles of Incorporation

Proposed amendment

(Representative Director and Executive Director) Article 22

  1. The Board of Directors shall elect Representative Director(s) by its resolution.

  2. The Board of Directors may elect, from among the Directors, one Chairman of the Board, Vice Chairman of the Board, and President, as well as a few Senior Executive Vice Presidents, Senior Managing Executive Directors, and Managing Executive Directors, by a

resolution of the Board of Directors.

Article 23 (Omitted)

(Notice of meeting of the Board of Directors) Article 24

  1. A notice of a meeting of the Board of Directors shall be given to each Director and each Audit & Supervisory Board Member at least three days prior to the date of the meeting. However, in case of an emergency, this notice period may be shortened.

  2. A meeting of the Board of Directors may be held without following the procedures for convening a

meeting, if all Directors and Audit & Supervisory Board Members give their consent to that effect.

Articles 25 to 26 (Omitted) (Newly established)

Articles 27 to 28 (Omitted)

Chapter V

Audit & Supervisory Board Members and the Audit & Supervisory Board

(Number of Audit & Supervisory Board Members) Article 29

  1. The number of Audit & Supervisory Board Members of the Company shall be four or more.

  2. In the event of a vacancy in the office of Audit & Supervisory Board Member, a replacement does not have to be elected until his/her term of office expires, if the number of Audit & Supervisory Board Members is not less than the number legally required.

(Representative Director and Executive Director) Article 22

  1. The Board of Directors shall elect Representative

    Director(s) by its resolution from among the Directors (excluding Directors who are Audit and Supervisory Committee Members).

  2. The Board of Directors may elect, from among the Directors (excluding Directors who are Audit and

Supervisory Committee Members), one Chairman of the Board, Vice Chairman of the Board, and President, as

well as a few Senior Executive Vice Presidents, Senior Managing Executive Directors, and Managing

Executive Directors, by a resolution of the Board of Directors.

Article 23 (No change)

(Notice of meeting of the Board of Directors) Article 24

  1. A notice of a meeting of the Board of Directors shall be given to each Director at least three days prior to the date of the meeting. However, in case of an emergency, this notice period may be shortened.

  2. A meeting of the Board of Directors may be held without following the procedures for convening a

meeting, if all Directors give their consent to that effect.

Articles 25 to 26 (No change)

(Delegation of Decisions on Execution of Important Operations)

Article 27

Pursuant to the provisions of Article 399-13, paragraph (6) of the Companies Act, the Company may, by resolution of the Board of Directors, delegate all or part of decisions on the execution of important operations (excluding the matters

listed in each item of paragraph (5) of the same Article) to Directors.

Articles 28 to 29 (No change)

Chapter V

Audit and Supervisory Committee

(Deleted)

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