Notice: This is a translation of the Notice of Convocation of the 182nd Ordinary General Meeting of Shareholders of Hankyu Hanshin Holdings, Inc.
and is made solely for the convenience of foreign shareholders. In the case of any discrepancy between the translation and the Japanese original,
the latter shall prevail.

[Translation]
Securities Code: 9042
May 27, 2020
To our shareholders

Kazuo Sumi, Chairman and Representative Director
Hankyu Hanshin Holdings, Inc.
1-1, Sakaemachi, Ikeda-shi, Osaka(Head Office: 1-16-1, Shibata, Kita-ku, Osaka-shi)

Notice of Convocation of the 182nd Ordinary General Meeting of Shareholders
Hankyu Hanshin Holdings, Inc. (the “Company”) hereby notifies you as follows that the 182nd Ordinary
General Meeting of Shareholders of the Company will be held as described below.
In order to avoid the risk of novel coronavirus infections at the meeting, we strongly recommend thatshareholders exercise their voting rights by mail or via the Internet instead of attending the meeting inperson. Please exercise your voting rights by mail or via the Internet after studying the Reference
Materials for the General Meeting of Shareholders attached below and confirming the Information on
the Exercise of Voting Rights on pages 3 through 4.
Details
1.

Date and Time

10:00 a.m., Wednesday, June 17, 20202.

Location of Meeting

Main Hall, Umeda Arts Theater
19-1, Chayamachi, Kita-ku, Osaka-shi

3.

Purpose of Meeting
Matters for Reporting:1.

Report on the business report, consolidated financial statements and financial statements forthe 182nd fiscal year (April 1, 2019 to March 31, 2020)

2.

Report on the audit results of the consolidated financial statements for the 182nd fiscal yearby the Accounting Auditors and the Audit & Supervisory Board

Matters for Resolution:
First Item of Business:

Appropriation of Retained Earnings

Second Item of Business:

Partial Amendment to the Articles of Incorporation

Third Item of Business:

Election of Eight (8) Directors (Excluding Directors Who
Are Audit & Supervisory Committee Members)

Fourth Item of Business:

Election of Three (3) Directors Who Are Audit &Supervisory Committee Members

4.

Fifth Item of Business:

Election of One (1) Substitute Director Who IS an Audit &Supervisory Committee Member

Sixth Item of Business:

Setting of the Amount of Compensation for Directors(Excluding Directors Who Are Audit & Supervisory
Committee Members)

Seventh Item of Business:

Setting of the Amount of Compensation for Directors Who
Are Audit & Supervisory Committee Members

Eighth Item of Business:

Adoption of a Stock Compensation Plan for Directors(Excluding Directors Who Are Audit & Supervisory
Committee Members)

Matters Determined upon Convocation
Please refer to “Information on the Exercise of Voting Rights” on pages 3 through 4.

*

Please understand that if any revisions are required to be made to the matters to be indicated in thebusiness report, consolidated financial statements, financial statements and reference materials for the
General Meeting of Shareholders, the revisions will be posted on our website (https://www.hankyuhanshin.co.jp/ir/) in Japanese.

*

If you exercise your voting rights at the meeting by proxy (only one other shareholder who is able toexercise his/her voting rights at the General Meeting of Shareholders is entitled to become a proxy),
we will request that the proxy provide documents to prove his/her proxy (letter of proxy), your voting
form, and the proxy’s voting form at the reception desk of the venue.

*

Necessary measures will be taken to prevent the spread of infection in accordance with the status of
the novel coronavirus situation on the day of the meeting. We ask that you check our website
mentioned above, as any major changes relating to the holding of the meeting will be posted there.

2

Information on the Exercise of Voting Rights
There are three methods for exercising your voting rights:
 Voting at the General Meeting of Shareholders
Please present the enclosed voting form to the reception desk of the venue. You are also requested
to bring this Notice of Convocation of the General Meeting of Shareholders with you to the meeting.
 Voting by mailPlease indicate your approval or disapproval of the Items of Business on the enclosed voting form
and return the completed form to the Company to arrive by the designated deadline noted below.
Deadline for exercising voting rights: to arrive by 5:50 p.m. on June 16, 2020 (Tuesday) Voting via the Internet
Please input your approval or disapproval in accordance with the instructions on the voting website.
Deadline for exercising voting rights: to be completed by 5:50 p.m. on June 16, 2020 (Tuesday)* Please note that, in order to prevent unauthorized access to the designated website by third parties
other than shareholders (persons impersonating shareholders) and to prevent the alteration of votes,
if you wish to vote via the Internet, we request that you change your “temporary password” to apermanent password on the designated voting website.
* We will provide a new “login ID” and “temporary password” each time a General Meeting of
Shareholders is convened.
* All costs associated with accessing the voting website via PC, smartphone or mobile phone (costs ofinternet connections, and data fees, etc.) are to be borne by the shareholder.
* Voting via the Internet is available only by gaining access to the voting website designated by theCompany (https://evote.tr.mufg.jp/). However, please note that you cannot vote via the Internet on
the voting website between the hours of 2:00 a.m. and 5:00 a.m.
* Please note that you may not be able to vote via PC or smartphone on the designated voting website
depending on your Internet settings or models. You are advised to vote early, and please contact theHelp Desk described on page 4 if you have any questions.
If you will be attending the General Meeting of Shareholders, you are not required to follow the proceduresfor voting by mail or via the Internet.
If you vote by both mail and via the Internet, the Company will treat the vote cast via the Internet as effective.
If you vote via the Internet multiple times, the final vote cast will be deemed as effective. If you vote via aPC, a smartphone or a mobile phone multiple times, the final vote cast will be deemed as effective.

3

Information on electronic voting platform
Nominal shareholders (including standing proxies) such as management trust banks may use theelectronic voting platform operated by ICJ, Inc. (which was established by Tokyo Stock Exchange,
Inc. and another company) by applying in advance.
For further assistance regarding IT matters, please contact:
Corporate Agency Division (Help Desk)
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (9:00 to 21:00; toll free only within Japan)

4Reference Materials for General Meeting of Shareholders
Items of Business and Reference MattersFirst Item of Business: Appropriation of Retained Earnings
Our group intends to improve the competitiveness of each core business led under the initiative of key
companies that fall under the Company’s responsibility to perform group management, and endeavors todemonstrate the comprehensive strength of the group through collaboration between core businesses.
With further strengthen its operating foundations, the Company has set the target total return ratio of 30% for
conducting share buyback, which is the basic policy to continue distributing constant dividends.
* Total return ratio: the aggregate of the total annual dividend and purchases of treasury stock as apercentage of consolidated net income
For the current fiscal year, the Company wishes to pay final dividends as follows:(1)

Matters relating to, and total amount of, dividend property to be allotted to the shareholders:
25 yen per share of common stock, totaling 6,094,288,475 yen* As interim dividends of 25 yen per share of common stock were distributed, annual dividends
for the current fiscal year amount to 50 yen per share.

(2)

Date that the distribution of retained earnings becomes effective:
June 18, 20205

Reference Matters for the Second Item of Business through the Eighth Item of Business
The Company plans transition to a company with an Audit & Supervisory Committee to further reinforce its
corporate governance. The Second Item of Business through the Eighth Item of Business to be submitted to
the General Meeting of Shareholders all relate to this planned transition. In proposing these items, we would
like to provide an explanation, as follows, on the characteristics of a company with an audit & supervisorycommittee, the reasons for the transition, and the company structure after the transition.
Characteristics of a Company with an Audit & Supervisory Committee○ Directors who are audit & supervisory committee members have voting rights as directors on the boardof directors and are involved in the determination of proposals to elect and dismiss directors as well as thedecision-making on the appointment and removal of representative directors and other business execution
matters. Additionally, audit & supervisory committee members elected by the audit & supervisory committee
have the authority to state their opinion at the general meetings of shareholders on the election, dismissal andremuneration of directors who are not serving as audit & supervisory committee members. In this way, audit& supervisory committee members and audit & supervisory committees have stronger supervisory functions
compared with that of audit & supervisory board members and audit & supervisory boards.
○ In a company with an audit & supervisory committee, if there are provisions to such effect set forth in
the Articles of Incorporation, etc., the board of directors may by its resolution delegate all or part of thedecision-making for the execution of important business to the directors. As a result, directors who have beendelegated this authority are able to expedite business decision-making and engage in flexible businessexecution.
Reasons for the transition
The Company has consistently striven to strengthen and enhance its corporate governance, with the goals ofsustainable growth and raising corporate value in the medium and long term.
By making the transition to a company with an audit & supervisory committee, the Company will grant
voting rights to Directors Who Are Audit & Supervisory Committee Members (including several External
Directors) as Directors on the Board of Directors to strengthen the supervisory function of the Board of
Directors as well as enhance the transparency of management, and delegate a portion of the authority todetermine business execution to the Directors to enhance the agility of business execution and thereby seek
to achieve further improvement of corporate value.

Structure before transition(Company with an Audit & Supervisory Board)

Structure after transition(Company with an Audit & Supervisory Committee)

General Meeting of Shareholders

General Meeting of Shareholders
Election /dismissal

Election /dismissal

Board of Directors

Audit &
Supervisory Board

9 Directors（Including 3 External
Directors）
Term of office: 1 year

Audit

Election /dismissal

Board of Directors

Kazuo Sumi
Takehiro Sugiyama
Masao Shin
ExternalNoriyuki Inoue
External
Noriko Endo
External
Yuki Tsuru
Yoshishige Shimatani
Naoya Araki

5 Audit & Supervisory
Board Members(Including 3 External
Audit & Supervisory
Board Members)

Election /dismissal<Audit & Supervisory
Committee>
Audit, etc.

Masayoshi Ishibashi
External
Junzo Ishii
Michiari Komiyama External

Term of office: 2 years

Term of office: 1 year

Term of office: 4 years

14 Officers (Directors and Audit &Supervisory Board Members)(Including 6 External Officers (42.9%))

11 Officers (Directors)(Including 5 External Officers (45.5%))

6

Second Item of Business: Partial Amendment to the Articles of Incorporation
1. Reason for the Proposal
In order to a transition to a company with an audit & supervisory committee, as stated above, theCompany proposes to establish new provisions with respect to Directors Who Are Audit & Supervisory
Committee Members and the Audit & Supervisory Committee, delete provisions with respect to Audit &Supervisory Board Members and the Audit & Supervisory Board, and make other necessary amendments
to the current Articles of Incorporation.
These amendments to the Articles of Incorporation shall take effect at the conclusion of this General
Meeting of Shareholders.
2. Details of the Proposed Amendments
Current Articles of Incorporation

Proposed Amendments(Corporate Organs)
Article 4 The Company shall have the following in
addition to the General Meeting of Shareholders
and Directors:(1) Board of Directors(2) Audit & Supervisory Board Members(3) Audit & Supervisory Board(4) Accounting Auditors(Corporate Organs)
Article 4 The Company shall have the following in
addition to the General Meeting of Shareholders
and Directors:(1) Board of Directors(2) Audit & Supervisory Committee(Deleted)(3) Accounting Auditors(Number of Directors)
Article 19 The number of Directors of the Company
shall be three (3) or more.

(Number of Directors)
Article 19 The number of Directors of the Company
shall be four (4) or more. Among the Directors of
the Company, the number of Directors Who Are
Audit & Supervisory Committee Members shall bethree (3) or more.

(Election Method)(Election Method)
Article 20 Directors shall be elected at a General Article 20 Directors shall be elected at a General
Meeting of Shareholders.
Meeting of Shareholders, while making a
The resolution for the election of Directors shall be distinction between the Directors Who Are Audit &made by a majority of the votes of shareholders Supervisory Committee Members and otherpresent at a General Meeting of Shareholders, at Directors.
which one-third or more of all shareholders holding The resolution for the election of Directors shall bemade by a majority of the votes of shareholders
voting rights are present.
No cumulative voting shall apply to the resolution present at a General Meeting of Shareholders, atwhich one-third or more of all shareholders holding
for the election of Directors.
voting rights are present.
No cumulative voting shall apply to the resolution
for the election of Directors.

7

Current Articles of Incorporation

Proposed Amendments(Term of Office)
Article 21 The term of office of Directors shall
expire at the close of the Ordinary General Meetingof Shareholders with respect to the last businessyear ending within one (1) year after their election.

(Term of Office)
Article 21 The term of office of Directors(excluding Directors Who Are Audit & Supervisory
Committee Members) shall expire at the close of theOrdinary General Meeting of Shareholders withrespect to the last business year ending within one(1) year after their election.
The term of office of Directors Who Are Audit &Supervisory Committee Members shall expire at theclose of the Ordinary General Meeting of
Shareholders with respect to the last business year
ending within two (2) years after their election.
The term of office of any Director Who Are an
Audit and Supervisory Committee Member elected
as a substitute of any Director Who Are an Audit
and Supervisory Committee Member who resigned
before the expiration of the term of office shall
expire when the term of office of his or her
predecessor Director Who Are an Audit andSupervisory Committee Member would expire.

(Convocation Notice of the Meetings of the Boardof Directors)
Article 24 A notice of convocation of a meeting of
the Board of Directors shall be dispatched to each
Director and each Audit & Supervisor Board
Member at least three (3) days before the date ofsuch meeting, provided, however, that such period
may be shortened in case of an emergency.

(Convocation Notice of the Meetings of the Boardof Directors)
Article 24 A notice of convocation of a meeting of
the Board of Directors shall be dispatched to each
Director at least three (3) days before the date ofsuch meeting, provided, however, that such period
may be shortened in case of an emergency.
(Delegation of Decisions on Important Business
Execution)
Article 26 In accordance with the provisions ofArticle 399-13, Paragraph 6 of the Companies Act,
the Company may, by a resolution of the Board of
Directors, delegate decisions on important businessexecution (excluding matters listed in each item of
Paragraph 5 of the same Article) to Directors inwhole or in part.

(New)

Article 26 and Article 27(Text is omitted)

Article 27 and Article 28(The article numbers are adjusted; the text is
unchanged)

CHAPTER V AUDIT & SUPERVISORY BOARD
MEMBERS AND AUDIT & SUPERVISORY
BOARD

CHAPTER V AUDIT & SUPERVISORYCOMMITTEE(Number of Audit & Supervisory Board Members)
Article 28
The number of Audit & Supervisory Board
Members of the Company shall be three (3) or more.

(Deleted)8

Current Articles of Incorporation

Proposed Amendments(Election Method)
Article 29 Audit & Supervisory Board Members
shall be elected at a General Meeting of
Shareholders.
The resolution for the election of Directors shall bemade by a majority of the votes of shareholders
present at a General Meeting of Shareholders, atwhich one-third or more of all shareholders holding
voting rights are present.

(Deleted)(Term of Office)
Article 30 The term of office of Audit & Supervisory
Board Members shall expire at the close of theOrdinary General Meeting of Shareholders withrespect to the last business year ending within four(4) years after their election.
The term of office of any Audit & Supervisory
Board Member elected as a substitute of any Audit
and Supervisory Board Member who resigned
before the expiration of the term of office shall
expire when the term of office of his or her
predecessor Audit and Supervisory Board Member
would expire.

(Deleted)(Full-time Audit & Supervisory Board Members
and Standing Audit & Supervisory Board Members)
Article 31 The Audit & Supervisory Board shall by
its resolution elect full-time Audit & Supervisory
Board Members.
The Audit & Supervisory Board may by its
resolution appoint a certain number of Standing
Audit & Supervisory Board Members.

(Deleted)(Convocation Notice of the Meetings of the Audit &Supervisory Board)
Article 32 A notice of convocation of a meeting of
the Audit & Supervisory Board shall be dispatchedto each Audit & Supervisor Board Member at least
three (3) days before the date of such meeting,provided, however, that such period may be
shortened in case of an emergency.

(Deleted)(Limitation of Liability Agreements with Audit &Supervisory Board Members)
Article 33 The Company may enter into agreementswith Audit & Supervisory Board Members to limit
their liabilities, stipulated in Article 423, Paragraph
1 of the Companies Act, to the extent stipulated inlaws and regulations, provided that the Audit &Supervisory Board Members have performed theirduties in good faith and without gross negligence.

(Deleted)9

Current Articles of Incorporation

Proposed Amendments(Regulations of the Audit & Supervisory Board)
Article 34 Matters related to the Audit &Supervisory Board shall be governed by theRegulations of the Audit & Supervisory Board, as
determined by the Audit & Supervisory Board, in
addition to laws, regulations and the Articles ofIncorporation.

(Deleted)(Full-time Audit & Supervisory Committee
Members)
Article 29 The Audit & Supervisory Committee
may by its resolution appoint Full-time Audit &Supervisory Committee Members.

(New)(Convocation Notice of the Meetings of the Audit& Supervisory Committee)
Article 30 A notice of convocation of a meeting of
the Audit & Supervisory Committee shall bedispatched to each Audit & Supervisor Board
Committee at least three (3) days before the date ofsuch meeting, provided, however, that such period
may be shortened in case of an emergency.

(New)(Regulations of the Audit & Supervisory
Committee)
Article 31 Matters related to the Audit &Supervisory Committee shall be governed by theRegulations of the Audit & Supervisory Committee,
as determined by the Audit & Supervisory
Committee, in addition to laws, regulations and the
Articles of Incorporation.

(New)

Article 35 through Article 38(Text is omitted)

Article 32 through Article 35(The article numbers are adjusted; the text is
unchanged)
Supplementary Provisions(Transitional Measure concerning Limitation of
Liability Agreements with Audit & Supervisory
Board Members)
Article 1 Agreements to limit the liabilities
stipulated in Article 423, Paragraph 1 of theCompanies Act, arising from the acts of the Audit &Supervisory Board Members (including former
Audit & Supervisory Board Members) conductedprior to the conclusion of the 182nd Ordinary
General Meeting of Shareholders to be held withrespect to the business year ended March 31, 2020
shall remain in effect in accordance with theprovisions of Article 33 of the Articles ofIncorporation prior to the partial amendments by
resolution of the same General Meeting of
Shareholders.

(New)(Note) Amended parts are underlined.

10Third Item of Business: Election of Eight (8) Directors (Excluding Directors Who Are Audit &Supervisory Committee Members)
The terms of office of all nine (9) Directors shall expire at the close of this General Meeting of Shareholders.
Meanwhile, the Company plans transition to a company with an audit & supervisory committee subject to theSecond Item of Business (Partial Amendment to the Articles of Incorporation) being approved as proposed.
Accordingly, the Company proposes the election of eight (8) Directors (excluding Directors Who Are Audit &Supervisory Committee Members; hereinafter the same shall apply throughout this Item of Business).
The resolution of this Item of Business shall come into effect subject to the Second Item of Business (Partial
Amendment to the Articles of Incorporation) being approved as proposed.
The candidates for the position of Director are as follows.
No.

Name
(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held
Apr. 1973

Joined Hankyu Corporation

Jun. 2000

Director of Hankyu Corporation

Jun. 2002

Managing Director of Hankyu Corporation

Jun. 2003

President and Representative Director of Hankyu
Corporation
President and Representative Director of Hankyu
Holdings, Inc.
President and Representative Director of the Company
Chairman and Representative Director of Hankyu
Corporation (to present)
Chairman and Representative Director, Group CEO of
the Company (to present)

Apr. 2005
Reelection
1

Kazuo Sumi
(Apr. 19, 1949)(Male)

Oct. 2006
Mar. 2014
Jun. 2017

Important Positions of Other Organizations Concurrently Held:
Chairman and Representative Director of Hankyu Corporation
Director of H2O RETAILING CORPORATION
External Director of ASICS Corporation
Director of TOHO CO., LTD.
Director of TOKYO RAKUTENCHI CO., LTD.

11

Number of Sharesof the Company
Owned

35,340 shares

No.

Name
(Date of Birth)(Gender)

Reelection
2

TakehiroSugiyama(Nov. 20, 1958)(Male)

Summary of Career and Important Positions of Other Organizations
Concurrently Held
Apr. 1982

Joined Hankyu Corporation

Jun. 2005

Director of Hankyu Corporation

Jun. 2006
Oct. 2006

Director of Hankyu Holdings, Inc.
Director of the Company

Apr. 2007

Managing Director of Hankyu Corporation

Jun. 2016

Executive Vice President and Representative Director of
the Company
Executive Vice President and Representative Director ofHankyu Corporation
President and Representative Director of Hankyu
Corporation (to present)
President and Representative Director of the Company(to present)

Jun. 2016
Apr. 2017
Jun. 2017

Number of Sharesof the Company
Owned

23,850 shares

Important Positions of Other Organizations Concurrently Held:
President and Representative Director of Hankyu Corporation
Director of HANSHIN ELECTRIC RAILWAY CO., LTD.
Director of Hankyu Hanshin Properties Corp.
Director of HANKYU TRAVEL INTERNATIONAL CO., LTD.
Director of HANKYU HANSHIN EXPRESS Co., Ltd.
Director of Hankyu Hanshin Hotels Co., Ltd.
Apr. 1981
Jun. 2006

Joined HANSHIN ELECTRIC RAILWAY CO., LTD.
Director of HANSHIN ELECTRIC RAILWAY CO.,LTD.

Oct. 2006
Apr. 2008

Director of the Company
Managing Director of HANSHIN ELECTRIC
RAILWAY CO., LTD.
Senior Managing Director of HANSHIN ELECTRIC
RAILWAY CO., LTD.
President and Representative Director of HANSHINELECTRIC RAILWAY CO., LTD. (to present)
Executive Vice President and Representative Director of
the Company (to present)

Apr. 2014
Reelection
3

Masao Shin
(May 22, 1957)(Male)

Apr. 2017
Jun. 2017

Important Positions of Other Organizations Concurrently Held:
President and Representative Director of HANSHIN ELECTRIC
RAILWAY CO., LTD.
Director of Hankyu Corporation
Director of Hankyu Hanshin Properties Corp.

12

16,860 shares

No.

4

Name
(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held
Mar. 1957

Joined DAIKIN INDUSTRIES, LTD.

Jun. 1994

President and Representative Director of DAIKININDUSTRIES, LTD.

Reelection

Jun. 2002

Candidate for the
position ofExternal Director

Jun. 2003
Apr. 2005
Oct. 2006

Chairman and Representative Director and CEO ofDAIKIN INDUSTRIES, LTD.
Director of Hankyu Corporation
Director of Hankyu Holdings, Inc.
Director of the Company (to present)

Noriyuki Inoue(Mar. 17,1935)(Male)

Jun. 2014

Number of Sharesof the Company
Owned

7,900 shares

Chairman of the Board and Chief Global Group Officer
of DAIKIN INDUSTRIES, LTD. (to present)

Important Positions of Other Organizations Concurrently Held:
Chairman of the Board and Chief Global Group Officer of DAIKININDUSTRIES, LTD.

5

Joined DAIAMOND, Inc.

Sep. 2013

Visiting Researcher at Policy Alternatives ResearchInstitute of The University of Tokyo
Project Professor of Graduate School of Media andGovernance of Keio University
Director of the Company (to present)

Reelection

Apr. 2015

Candidate for the
position ofExternal Director

Jun. 2019

Noriko Endo
(May 6, 1968)(Female)Important Positions of Other Organizations Concurrently Held:

Reelection
6

Jun. 1994

Yoshishige
Shimatani(Mar. 5, 1952)(Male)

Apr. 2020

Project Professor of Global Research Institute of Keio
University (to present)

100 shares

Project Professor of Global Research Institute of Keio University
External Director of NTT DOCOMO, INC.
External Director of AIN HOLDINGS INC.
External Director of VLC HOLDINGS CO., LTD.
Apr. 1975

Joined TOHO CO., LTD.

May 2011

President and Representative Director of TOHO CO.,LTD. (to present)
Director of the Company (to present)

Jun. 2015

Important Positions of Other Organizations Concurrently Held:
President and Representative Director of TOHO CO., LTD.
External Director of FUJI MEDIA HOLDINGS, INC.
External Director of Tokyo Kaikan Co., Ltd.
Director of TOKYO RAKUTENCHI CO., LTD.

132,800 shares

Name(Date of Birth)(Gender)No.

Summary of Career and Important Positions of Other Organizations
Concurrently Held
Apr. 1981
Mar. 2012
Jun. 2012
Jun. 20177

Reelection

Apr. 2020

Naoya Araki(May 14, 1957)(Male)

Apr. 2020

Number of Sharesof the Company
Owned

Joined Hankyu Department Stores, Inc.
President and Representative Director of Hankyu
Hanshin Department Stores, Inc.
Representative Director of H2O RETAILINGCORPORATION
Director of the Company (to present)
Chairman and Representative Director of Hankyu
Hanshin Department Stores, Inc. (to present)
President and Representative Director of H2O
RETAILING CORPORATION (to present)

700 shares

Important Positions of Other Organizations Concurrently Held:
Chairman and Representative Director of Hankyu Hanshin
Department Stores, Inc.
President and Representative Director of H2O RETAILINGCORPORATION
New election
Candidate for the
position ofExternal Director

8

Yuki Tsuru(May 16, 1969)(Female)(Notes)1.

Apr. 2000
Apr. 2016

Attorney at law (to present)
Auditor of Hitotsubashi University

Important Positions of Other Organizations Concurrently Held:

0 shares

Attorney at law

The candidates for the position of Director have no special interests in the Company.

2.

Ms. Noriko Endo’s name on the family register is Ms. Noriko Tsujihiro.

3.

Ms. Yuki Tsuru’s name on the family register is Ms. Yuki Itami.

4.

Mr. Noriyuki Inoue, Ms. Noriko Endo and Ms. Yuki Tsuru are candidates for the position ofExternal Director.

5.

The Company has filed with the securities exchange on which its shares are listed a report on
independent officers, detailing that Mr. Noriyuki Inoue, Ms. Noriko Endo and Ms. Yuki Tsuru
are independent officers. Mr. Noriyuki Inoue, Ms. Noriko Endo and Ms. Yuki Tsuru havesatisfied the independence criteria (posted on the Company’s website: https://www.hankyuhanshin.co.jp/corporate/data/officer.html) stipulated by the Company which takes into accountthe requirements for independence prescribed by the securities exchange.

6.

The reasons to elect Mr. Noriyuki Inoue, Ms. Noriko Endo and Ms. Yuki Tsuru, respectively,
are as follows:(1)

Mr. Noriyuki Inoue: Because he has held the position of representative director of
DAIKIN INDUSTRIES, LTD. for a long time and as vice-chairman of Kansai Economic
14

Federation, he is expected to express opinions using his abundant management
experience and from the perspective of a business leader.
His term of office from election as an External Director of the Company to the close ofthis General Meeting of Shareholders is seventeen (17) years.
The Kansai Electric Power Co., Inc., at which Mr. Inoue serves as external director, wasissued an order for business improvement by the Minister of Economy, Trade andIndustry in March 2020, regarding the receipt of large amounts of cash and gifts byemployees and executives of The Kansai Electric Power Co., Inc. from a former deputy
mayor of Takahama in Fukui Prefecture.
Although Mr. Inoue was not aware of these problems including the receipt of cash andgifts before these incidents came to light, he had been leveraging his abundant experienceand knowledge as a corporate manager to make recommendations from the standpointof reinforcing governance and compliance at meetings of the board of directors and othermeetings of that company on a routine basis; and after he became aware of these
problems, he has been fulfilling his duties by making recommendations to thoroughly
identify the causes and to formulate business improvement plans to prevent therecurrence of such incidents.
Mr. Inoue is scheduled to retire from the position of external director of The Kansai
Electric Power Co., Inc., effective June 25, 2020.
(2)

Ms. Noriko Endo: Because she is expected to express opinions using her abundant
experience and knowledge obtained through her public policy studies.
Her term of office from election as an External Director of the Company to the close ofthis General Meeting of Shareholders is one (1) year.

(3)

Ms. Yuki Tsuru: Because she is expected to express opinions particularly from thestandpoint of ensuring compliance in the management of the Company, given that she iscurrently an actively practicing attorney at law.

7.

The Company has entered into individual contracts with Mr. Noriyuki Inoue, Ms. Noriko Endo,
Mr. Yoshishige Shimatani and Mr. Naoya Araki, respectively, pursuant to the provisions ofArticle 427, Paragraph 1 of the Companies Act and Article 26 of the Articles of Incorporationof the Company, to the effect that their respective liability for damages under Article 423,
Paragraph 1 of the Companies Act shall be limited to the amount specified by laws andregulations.

8.

On the condition that this Second Item of Business is approved as proposed, the Company willenter into a contract with Ms. Yuki Tsuru, pursuant to the provisions of Article 427, Paragraph
1 of the Companies Act and Article 26 of the Articles of Incorporation of the Company, to theeffect that her liability for damages under Article 423, Paragraph 1 of the Companies Act shallbe limited to the amount specified by laws and ordinances.

9.

Hankyu Corporation carried out a demerger on April 1, 2005, whereby Hankyu Corporationtransferred its railway business and all other businesses to Hankyu Railway BusinessSuccession Co., Ltd. (its trade name was changed to Hankyu Corporation on April 1, 2005),
and changed its trade name to Hankyu Holdings, Inc. at the same time.

10.

Hankyu Holdings, Inc. changed its trade name to Hankyu Hanshin Holdings, Inc. on October
1, 2006 upon the business integration with HANSHIN ELECTRIC RAILWAY CO., LTD.

11.

Hankyu Department Stores, Inc. carried out a demerger on October 1, 2007, whereby Hankyu
Department Stores, Inc. transferred its department store business to the newly established15

Hankyu Department Stores, Inc., and changed its trade name to H2O RETAILINGCORPORATION at the same time. In addition, the newly established Hankyu Department
Stores, Inc. merged with Hanshin Department Stores, Inc., on October 1, 2008, and changed its
trade name to Hankyu Hanshin Department Stores, Inc.

16

Fourth Item of Business: Election of Three (3) Directors Who Are Audit & Supervisory Committee
Members
The Company plans transition to a company with an audit & supervisory committee subject to the Second
Item of Business (Partial Amendment to the Articles of Incorporation) being approved as proposed.
Accordingly, the Company proposes the election of three (3) Directors Who Are Audit & Supervisory
Committee Members.
The resolution of this Item of Business shall come into effect subject to the Second Item of Business (Partial
Amendment to the Articles of Incorporation) being approved as proposed.
Prior approval of the Audit & Supervisory Board has been obtained for proposing this Item of Business.
The candidates for the position of Director Who Are an Audit & Supervisory Committee Member are as
follows.

No.

Name(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held
Apr. 1979

Number of Sharesof the Company
Owned

Joined HANSHIN ELECTRIC RAILWAY CO., LTD.

Jun. 2013
New election
1

Masayoshi
Ishibashi(Feb. 13, 1956)(Male)

Standing Audit & Supervisory Board Member of
HANSHIN ELECTRIC RAILWAY CO., LTD (topresent)
Jun. 2013 Standing Audit & Supervisory Board Member of theCompany (to present)
Important Positions of Other Organizations Concurrently Held:Standing Audit & Supervisory Board Member of HANSHINELECTRIC RAILWAY CO., LTD

17

5,580 shares

Name(Date of Birth)(Gender)No.

Summary of Career and Important Positions of Other Organizations
Concurrently Held
Apr. 1986

New election
Candidate for the
position ofExternal Director

2

Junzo Ishii(Sep. 28, 1947)(Male)

Professor at Faculty of Commerce of Doshisha
University
Apr. 1989 Professor at Faculty of Business Administration of Kobe
University
Apr. 1999 Professor at Graduate School of Business
Administration, Kobe University
Apr. 2008 President of University of Marketing and Distribution
Sciences
Jun. 2010 Audit & Supervisory Board Member of the Company (topresent)
Apr. 2016 Director of Institute of Marketing and Distribution
Sciences
Important Positions of Other Organizations Concurrently Held:

Number of Sharesof the Company
Owned

3,900 shares

Audit & Supervisory Board Member of HANSHIN ELECTRIC
RAILWAY CO., LTD.
External Audit & Supervisory Board Member of Rengo Co., Ltd.

New election
Candidate for the
position ofExternal Director

3

Michiari
Komiyama(Sep. 23, 1944)(Male)

Apr. 1971
Jan. 1999

Appointed as a prosecutor
Public Prosecutor of the Supreme Public Prosecutors
OfficeJul. 1999

Chief Public Prosecutor of the Saga District Public
Prosecutors Office
Chief Public Prosecutor of the Kobe District Public
Prosecutors OfficeNotary public belonging to the Osaka Legal Affairs
BureauAttorney at law (to present)

Jan. 2002
Jul. 2003
Sep. 2013
Jun. 2017

700 shares

Audit & Supervisory Board Member of the Company (topresent)

Important Positions of Other Organizations Concurrently Held:
Attorney at law
Audit & Supervisory Board Member of Hankyu Corporation(Notes)1.

The candidates for the position of Director Who Are Audit & Supervisory Board Member haveno special interests in the Company.

2.

Mr. Junzo Ishii and Mr. Michiari Komiyama are candidates for the position of External Director
Who Are Audit & Supervisory Committee Member.

3.

The Company has filed with the securities exchange on which its shares are listed a report on
independent officers, detailing that Mr. Junzo Ishii and Mr. Michiari Komiyama are
independent officers. Mr. Junzo Ishii and Mr. Michiari Komiyama have satisfied the
independence criteria (posted on the Company’s website: https://www.hankyu18

hanshin.co.jp/corporate/data/officer.html) stipulated by the Company which takes into accountthe requirements for independence prescribed by the securities exchange.
4

The reasons to elect Mr. Junzo Ishii and Mr. Michiari Komiyama, respectively, are as follows:(1)

Mr. Junzo Ishii: Because he has held various academic positions, including professor at
the Graduate School of Business Administration of Kobe University and president of the
University of Marketing and Distribution Sciences, he is expected to express opinions
based on his deep insight as an expert in business administration.
Mr. Ishii is currently an External Audit & Supervisory Board Member of the Company
and his term of office will be ten (10) years at the close of this General Meeting of
Shareholders.

(2)Mr. Michiari Komiyama: Because he is a legal professional who has held a series ofimportant positions such as the Chief Public Prosecutor of the Kobe District Public
Prosecutors Office and is currently an actively practicing attorney at law, he is expected
to provide opinions particularly from the perspective of ensuring compliance in the
management of the Company.
Mr. Komiyama is currently an External Audit & Supervisory Board Member of theCompany and his term of office will be three (3) years at the close of this General
Meeting of Shareholders.

5.

The Company has entered into individual contracts with Mr. Junzo Ishii and Mr. Michiari
Komiyama, respectively, pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act and Article 26 of the Articles of Incorporation of the Company, to the effectthat their respective liability for damages under Article 423, Paragraph 1 of the Companies Act
shall be limited to the amount specified by laws and regulations.
If the elections of Mr. Ishii and Mr. Komiyama are approved, the Company will enter into
individual contracts with each of them on the same terms and conditions as the above contracts.

19

Fifth Item of Business: Election of One (1) Substitute Director Who IS an Audit and Supervisory
Committee Member
The Company plans transition to a company with an audit & supervisory committee subject to the Second
Item of Business (Partial Amendment to the Articles of Incorporation) being approved as proposed.
Accordingly, the Company proposes the election of one (1) Substitute Director Who IS an Audit &Supervisory Committee Member, in preparation for instances in which the number of Audit & Supervisory
Committee Members falls short of the statutory minimum.
The resolution of this Item of Business shall come into effect subject to the Second Item of Business (Partial
Amendment to the Articles of Incorporation) being approved as proposed.
Prior approval of the Audit & Supervisory Board has been obtained for proposing this Item of Business.
The candidate for the position of Substitute Director Who IS an Audit & Supervisory Committee Member is
as follows.
Name(Date of Birth)(Gender)No.

New election
Candidate for the
position ofExternal Director

1

Summary of Career and Important Positions of Other Organizations
Concurrently Held
Apr. 2000

Attorney at law (to present)

Apr. 2016

Auditor of Hitotsubashi University

Number of Sharesof the Company
Owned

Important Positions of Other Organizations Concurrently Held:
Attorney at law

0 shares

Yuki Tsuru(May 16, 1969)(Female)(Notes)1.

The candidate for the position of Director Who IS a Substitute Audit & Supervisory Committee
Member has no special interests in the Company.

2.

Ms. Yuki Tsuru is a candidate for the position of External Director Who IS a Substitute Audit& Supervisory Committee Member.

3.

The Company has filed with the securities exchange on which its shares are listed a report on
independent officers, detailing that that Ms. Yuki Tsuru is an independent officer, and theCompany will continue to report that she is an independent officer if she assumes office as a
Director Who IS an Audit & Supervisory Board Member. Ms. Yuki Tsuru has satisfied the
independence criteria (posted on the Company’s website: https://www.hankyuhanshin.co.jp/corporate/data/officer.html) stipulated by the Company which takes into accountthe requirements for independence prescribed by the securities exchange.

4

The reasons to elect Ms. Yuki Tsuru: Because she is expected to express opinions particularly
from the standpoint of ensuring compliance in the management of the Company, given that she
is currently an actively practicing attorney at law.

5.

On the condition that the Third Item of Business (Election of Eight (8) Directors (Excluding
Directors Who are Audit & Supervisory Committee Members)) is approved as proposed, theCompany will enter into a contract with Ms. Yuki Tsuru to the effect that her liability fordamages under Article 423, Paragraph 1 of the Companies Act shall be limited to the amountspecified by laws and ordinances, and such contract will be continued if she assumes office asa Director Who IS an Audit & Supervisory Committee Member.
20

Sixth Item of Business: Setting of the Amount of Compensation for Directors (Excluding Directors
Who Are Audit & Supervisory Committee Members)
The Company plans transition to a company with an audit & supervisory committee subject to the Second
Item of Business (Partial Amendment to the Articles of Incorporation) being approved as proposed.
The amount of compensation for the Company’s Directors approved at the 150th Ordinary General Meetingof Shareholders held on June 29, 1988 was set at 45 million yen or less per month, which has remained inforce to date. In conjunction with its transition to a company with an audit & supervisory committee, theCompany proposes to abolish this current limit and replace it with a new amount of compensation for
Directors (excluding Directors Who Are Audit & Supervisory Committee Members; hereinafter the same shallapply throughout this Item of Business). The Company proposes to set such amount of compensation at 30 million
yen or less per month (including 5 million yen or less per month for External Directors), taking into consideration
various circumstances such as the amount of Directors’ compensation to date and recent economic conditions.
The amount of Directors’ compensation will not include the portion of the salary paid to Directors
concurrently serving as employees, as before.
Currently, the number of Directors is nine (9) (including three (3) External Directors), and if the Second Itemof Business (Partial Amendment to the Articles of Incorporation) and the Third Item of Business (Election ofEight (8) Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)) are approved
as proposed, the number of Directors with respect to this Item of Business will be eight (8) (including three(3) External Directors).
The resolution of this Item of Business shall come into effect subject to the Second Item of Business (Partial
Amendment to the Articles of Incorporation) being approved as proposed.

21

Seventh Item of Business: Setting of the Amount of Compensation for Directors Who Are Audit &Supervisory Committee Members
The Company plans transition to a company with an audit & supervisory committee subject to the Second
Item of Business (Partial Amendment to the Articles of Incorporation) being approved as proposed.
Accordingly, the Company proposes to set the amount of compensation for Directors Who Are Audit &Supervisory Committee Members at 2 million yen or less per month.
If the Second Item of Business (Partial Amendment to the Articles of Incorporation) and the Fourth Item ofBusiness (Election of Three (3) Directors Who Are Audit & Supervisory Committee Members) are approved
as proposed, the number of Directors Who Are Audit & Supervisory Committee Members will be three (3).
The resolution of this Item of Business shall come into effect subject to the Second Item of Business (Partial
Amendment to the Articles of Incorporation) being approved as proposed.

22Eighth Item of Business: Adoption of a Stock Compensation Plan for Directors (Excluding Directors
Who Are Audit & Supervisory Committee Members)
In conjunction with the transition to a company with an audit & supervisory committee, the Company
proposes to adopt a performance-based stock compensation plan for the Company’s Directors who hold a
Chairman or President position among the Directors not Who Are Audit & Supervisory Committee Members(“Eligible Directors”). This plan is, in effect, the same as the performance-based stock compensation plan
approved by the 181st Ordinary General Meeting of Shareholders held on June 13, 2019.
1. Reason for the Proposal
The Company plans transition to a company with an audit & supervisory committee subject to the Second
Item of Business (Partial Amendment to the Articles of Incorporation) being approved as proposed. In
conjunction with this transition, the Company proposes to continue the current performance-based stockcompensation plan for the Company’s Directors who hold a Chairman or President position as a newly
adopted performance-based stock compensation plan (the “Plan”) for Eligible Directors. The plan is, in effect,
the same as the current performance-based stock compensation and is considered appropriate.
The number of Eligible Directors to which the Plan will apply will be two (2), provided if the Third Item ofBusiness (Election of Eight (8) Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)) is approved as proposed.
Additionally, the Company proposes to set the amount of the stock compensation separately from the amountof compensation proposed in the Sixth Item of Business (Setting of the Amount of Compensation for
Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)).
The resolution of this Item of Business shall come into effect subject to the Second Item of Business (Partial
Amendment to the Articles of Incorporation) being approved as proposed.
2. Amount of compensation and other details of the Plan
(1) Outline of the Plan
The Plan is a stock compensation plan under which the Company’s shares are acquired by a trust using
the funds contributed by the Company as compensation for Eligible Directors (the “Trust”), and theCompany’s shares and money equivalent to the liquidation value of such shares (“Company Shares,etc.”) are delivered and/or provided (“Delivery, etc.”) through the Trust to Eligible Directors in an
amount calculated based on a performance indicator for each fiscal year of the Plan Period. The detailsof the Plan are described in (2) onward below.
(i)Persons entitled to the
Delivery, etc. of Company
Shares, etc. that pertains tothis proposal

The Company’s Directors who hold a Chairman or President
position excluding the Directors Who Are Audit & Supervisory
Committee Members(ii) Impact of the Company’s shares that pertain to this proposal on the total number of issued shares
Maximum amount of money to becontributed by the Company for theacquisition of the Company’s
shares subject to the Delivery, etc.
to Eligible Directors(as described in (2) below)

480 million yen in total over the three fiscal years (160 million
yen per fiscal year)

Method of acquisition of theCompany’s shares and maximum
number of Company Shares, etc.

- The maximum number of points that can be granted to
Eligible Directors over the three fiscal years during the trust23

subject to Delivery, etc. to Eligible
Directors(as described in (3) below)

period is 120 thousand points (equivalent to 120 thousand
shares).
- The average number of points per fiscal year is 40 thousand
points (equivalent to 40 thousand shares). *- As the Trust will acquire the Company’s shares in stock
market transactions, no dilution will occur.
* Equivalent to approximately 0.02% of the total number of the Company’s
issued shares (excluding treasury stock) as of March 31, 2020(iii) Performance indicator(as described in (3) below)

Net income attributable to owners of parent for the relevant
fiscal year(iv) Timing of Delivery, etc. ofCompany Shares, etc. to
Eligible Directors(as described in (3) below)

After retirement(2) Maximum amount of money to be contributed by the Company
The Plan covers a period of three consecutive fiscal years (the “Plan Period”). The Plan Period covering
this fiscal year is set as three fiscal years from the one ending on March 31, 2021 to the one ending on
March 31, 2023.
For each Plan Period, the Company will contribute trust money in an amount not exceeding 480 million
yen as compensation for Eligible Directors, and establish (or extend, as prescribed below; the same
hereinafter) a trust for a trust period of three years, the beneficiaries of which will be Eligible Directors
who satisfy certain beneficiary requirements.
At the expiration of the trust period, the Company may choose to continue the Plan by amending thetrust agreement and contributing additional money to the Trust. In this case, the trust period will be
extended for three years and the applicable Plan Period will be the three fiscal years following theextension of the trust period.
For each extended Plan Period, the Company will contribute additional money to the Trust in an amountnot exceeding 480 million yen and continue to grant points to Eligible Directors. In cases where suchan additional contribution is made, if there are any shares of the Company (excluding Shares, etc.
equivalent to the points granted to Eligible Directors and are not yet delivered) or money remaining in
the trust property as at the last day of the trust period before the extension (“Residual Assets”), theResidual Assets will be succeeded to by the extended Trust, and the sum of the amount of Residual
Assets and additional trust money to be contributed will not exceed 480 million yen. The Plan may
subsequently be continued in the same manner by conducting such extension of the trust period multiple
times.
If any Eligible Directors who may meet the beneficiary requirements continue to remain in office at the
expiration of the trust period, although no further points will be granted thereafter to them, the trust
period of the Trust may be extended for a period of up to ten years until such Eligible Directors retire
and the Delivery, etc. of Company Shares, etc. to them is completed.
(3) Method of calculation and upper limit of the number of Company Shares, etc. to be delivered to Eligible
Directors
In June each year during the trust period, the Company will grant points to Eligible Directors pursuant
to the Share Delivery Rules established by the Board of Directors of the Company (“Granted Points”).
The specific number of Granted Points to be granted will be determined based on the net income
attributable to owners of parent for the most recent fiscal year.
24Granted Points will be accumulated each year, and the number of cumulative Granted Points will be
converted to ordinary shares of the Company at a conversion rate of one share per point upon theretirement of an Eligible Director. As a general rule, 70% (any shares less than one unit are discarded)of such shares of the Company will be delivered from the Trust, and the remaining number will beliquidated within the Trust and the money equivalent to the liquidation value of such shares will be
provided to the Eligible Directors.
The maximum total number of Granted Points to be granted to Eligible Directors during the trust periodof the Trust will be 120 thousand points (an average of 40 thousand points per fiscal year) for each Plan
Period consisting of three fiscal years.
In the event of an increase or decrease in the number of the Company’s ordinary shares held in the Trust
due to a share split, gratis allotment of shares, or share consolidation, etc., the Company will make anadjustment to the number of Company Shares, etc. subject to Delivery, etc. per point in accordance withthe ratio of such increase or decrease.
(4) Voting rights for the Company’s shares held in the Trust
For the purpose of ensuring neutrality with regard to management, no voting rights will be exercised for
the Company’s shares held in the Trust during the trust period.
(5) Treatment of dividends of the Company’s shares held in the Trust
Dividends from shares of the Company held in the Trust will be received by the Trust and used to pay
trust fees and expenses of the Trust. Any remaining dividends at the eventual termination of the Trust
after the payment of trust fees and expenses will belong to the Company within the limit of the trust
expense reserve, which is the amount of trust money less the funds for share acquisition, and any excess
over the trust expense reserve will be donated to an organization in which the Company does not have
any interest.
(6) Other details of the Plan
Other details of the Plan will be determined by the Board of Directors as necessary.

End of Document25