Notice: This is a translation of the Notice of Convocation of the 180th 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 23, 2018
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 180th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 180th Ordinary General Meeting of Shareholders of the Company to
be held as described below.
If you are unable to attend the meeting, please exercise your voting rights by mail or via the Internet
after studying the following reference materials for the General Meeting of Shareholders andconfirming the Information on the Exercise of Voting Rights on pages 3 through 4.
Details
1.

Date and Time

10:00 a.m., Wednesday, June 13, 20182.

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
for the 180th fiscal year (April 1, 2017 to March 31, 2018)2.

Report on the audit results of the consolidated financial statements for the 180th fiscal yearby the Accounting Auditors and the Audit & Supervisory Board

Matters for Resolution:

4.

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 nine (9) Directors

Fourth Item of Business:

Election of two (2) Audit & Supervisory Board 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(http://www.hankyu-hanshin.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), yourvoting form, and the proxy’s voting form at the reception desk of the venue.

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 themeeting.
 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 12, 2018 (Tuesday) Voting via the Internet
Please access the voting website designated by the Company (https://evote.tr.mufg.jp/) and input
your approval or disapproval of the Items of Business and complete by the designated deadline
noted below.
Deadline for exercising voting rights: to be completed by 5:50 p.m. on June 12, 2018 (Tuesday)
If you will be attending the General Meeting of Shareholders, you are not required to follow theprocedures for voting by mail or via the Internet.
Information on voting via the Internet
When voting via the Internet, please be aware of the following matters before voting.
(1)

(2)

Voting website(i)

Voting via the Internet is available only by gaining access to the Company’s designated voting
website (https://evote.tr.mufg.jp/) from a PC, a smartphone, or a mobile phone (i-mode,
EZweb or Yahoo! Mobile). However, please note that you cannot vote via the Internet on thedesignated website between the hours of 2:00 a.m. and 5:00 a.m.

(ii)

Please note that you may not be able to vote via PC or smartphone on the designated voting
website depending on your Internet settings, such as firewalls, etc., that are in place toregulate your Internet connection, anti-virus software that has been installed, use of a proxy
server or no designation of TLS encrypted communication.

(iii)

When voting via mobile phone, you must use one of the following services: i-mode, EZweb
or Yahoo! Mobile. For security reasons, you cannot vote using mobile devices that cannot
send encrypted information (TLS communications) or that cannot send information on themobile phone used.

(iv)

The Company will accept votes via the Internet received by the end of business hours (5:50
p.m.) on June 12, 2018 (Tuesday), which is the day immediately prior to the date of theGeneral Meeting of Shareholders. However, you are advised to vote early, and please contact
the Help Desk described below if you have any questions.

Method for voting(i)On the voting website (https://evote.tr.mufg.jp/), please use the “login ID” and the “temporary
password” stated in the voting form, and input your approval or disapproval in accordancewith the instructions on the screen.

(ii)

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 thealteration of votes, if you wish to vote via the Internet, we request that you change your“temporary password” to a permanent password on the designated voting website.
3

(iii)(3)

We will provide a new “login ID” and “temporary password” each time a General Meeting of
Shareholders is convened.

Costs associated with accessing the voting website
All costs associated with accessing the voting website (cost of internet connections, telephone tolls,etc.) are to be borne by the shareholder. In addition, when voting via smartphone or mobile phone,
all data fees and other mobile phone costs incurred in the use of a smartphone or a mobile phone arealso to be borne by the shareholder.

Handling of duplicate voting via the Internet
If you vote via the Internet multiple times, the final vote cast will be deemed as effective. If you votevia a PC, a smartphone or a mobile phone multiple times, the final vote cast will be deemed as
effective.
Handling of duplicate voting by mail and 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.
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.
The Company has the basic policy to continue distributing constant dividends, while having set the target
total return ratio of 30% for conducting share buyback.
* 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:
20 yen per share of common stock, totaling 4,970,727,040 yen* As interim dividends of 20 yen per share of common stock were distributed, annual
dividends for the current fiscal year amount to 40 yen per share, which is 5 yen per share
increase compared with the previous fiscal year.

(2)

Date that the distribution of retained earnings becomes effective:
June 14, 20185

Second Item of Business: Partial Amendment to the Articles of Incorporation
1.

Reason for the Proposal(1) “The basic policy for countermeasures against large-scale acquisitions of Company shares(takeover defense measures) approved by the ordinary general meeting of shareholders heldon June 16, 2015 (the “Basic Policy”) and “the plan for countermeasures against large-scaleacquisitions of the Company shares (takeover defense measures)” adopted by resolution of theBoard of Directors on June 16, 2015(the “Plan”), will expire at the conclusion of thisOrdinary General Meeting of Shareholders.
As a result of careful consideration based in particular on the close observation of opinions of
its shareholders including domestic and foreign institutional investors, recent trends
concerning takeover defense measures, and changes in the business environment surrounding
the Company, the Company decided to discontinue and abolish both the Basic Policy and thePlan by resolution of the Board of Directors on May 15, 2018. As a result of this resolution,
the Company proposes to delete Article 17 of the current Articles of Incorporation.
(2) The Company also makes necessary changes in Article numbers in connection with the abovechanges.

6

Details of the Proposed Amendments

2.

Current Articles of Incorporation

Proposed Amendments

Article 17 (Matters for Resolution of General Meeting of
Shareholders)
17.1 The General Meetings of Shareholders may resolve
matters separately set out in law, ordinance or these Articles
of Incorporation as well as the basic policy forcountermeasuresagainstlarge-scaleacquisitionsofCompany shares.
17.2

The Company may determine matters relating to

gratis allotments of stock acquisition rights by resolution of
the Board of Directors, by resolution of the General
Meeting of Shareholders, or by resolution of the Board of
Directors made under the authority of the General Meetingof Shareholders.
17.3

As part of its countermeasures against large-scaleacquisitions of Company shares, the Company may, when
making decisions relating to a gratis allotment of stockacquisition rights in accordance with Article 17.2 above,
provided for the terms and conditions of the stockacquisition rights as follows:(1)

Certain parties prescribed in the basic policy forcountermeasuresagainstlarge-scaleacquisitionsofCompany shares (“Non-Qualified Parties”) may not exercise
stock acquisition rights; and(2)

The Company may acquire stock acquisition rights

only from parties other than Non-Qualified Parties anddeliver its shares in exchange for the stock acquisitionrights.

7(Deleted)

Current Articles of Incorporation
17.4

Proposed Amendments“Countermeasures against large-scale acquisitions ofCompany shares” provided for in Articles 17.1 and 17.3
above refers to certain types of measures used to make it
difficult for acquirers to go through with an acquisition of
the Company by means of the Company’s issuing or
allotting new stocks or stock acquisition rights the main
purpose of which is not to finance the Company businessor establish business alliances, namely, such measuresthat the Company introduces before the commencementof an acquisition by an acquirer that threatens to harm theCompany’s corporate value and, in turn, the common
interests of the Company’s shareholders.

“To introduce”

means to determine the specific details of thecountermeasures against large-scale acquisitions ofCompany shares, such as to resolve to issue new stocks orstock acquisition rights as countermeasure to a large-scaleacquisition of Company shares.

Article 18 through Article 39

Article 17 through Article 38(Texts are omitted)(The subsequent Articles are renumbered with theprovisions unchanged)(Note) Amended parts are underlined.

8Third Item of Business: Election of nine (9) Directors
The terms of office of all nine (9) Directors expire at the close of this General Meeting of Shareholders.
The Company requests the election of nine (9) Directors.
The candidates for the positions of Director are as follows:

No.

1

Name
(Date of Birth)

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
Director of Hankyu Hanshin Hotels Co., Ltd. (topresent)
Chairman and Representative Director of Hankyu
Corporation (to present)

Reelection

Apr. 2005

Kazuo Sumi
(Apr. 19, 1949)

Oct. 2006
Apr. 2008
Mar. 2014
Jun. 2017

Chairman and Representative Director, Group CEO of
the Company (to present)

9

Number of Sharesof the Company
Owned

35,340 shares

No.

Name
(Date of Birth)

Reelection
2

TakehiroSugiyama(Nov. 20, 1958)

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 Directorof Hankyu Corporation
Executive Vice President and Representative Directorof the Company
Director of HANSHIN ELECTRIC RAILWAY CO.,LTD. (to present)
Director of HANKYU TRAVEL INTERNATIONAL
CO., LTD. (to present)
Director of HANKYU HANSHIN EXPRESS Co., Ltd.
(to present)
President and Representative Director of Hankyu
Corporation (to present)
President and Representative Director of the Company(to present)
Director of Hankyu Hanshin Properties Corp. (topresent)

Jun. 2016
Jun. 2016
Oct. 2016
Oct. 2016
Apr. 2017
Jun. 2017
Apr. 201810

Number of Sharesof the Company
Owned

21,650 shares

No.

Name
(Date of Birth)

Reelection
3

Masao Shin
(May 22, 1957)

Summary of Career and Important Positions of Other Organizations
Concurrently Held
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.
Director of Hankyu Corporation (to present)

Apr. 2014
Apr. 2016
Apr. 2017
Jun. 2017
Apr. 2018
Apr. 1975
Jun. 2005
Jun. 2007

Reelection
4
Takaoki Fujiwara(Feb. 23, 1952)

Apr. 2011
Jun. 2011
Apr. 2017
Jun. 2017

Number of Sharesof the Company
Owned

16,160 shares

President and Representative Director of HANSHINELECTRIC RAILWAY CO., LTD. (to present)
Executive Vice President and Representative Directorof the Company (to present)
Director of Hankyu Hanshin Properties Corp. (topresent)
Joined HANSHIN ELECTRIC RAILWAY CO., LTD.
Director of HANSHIN ELECTRIC RAILWAY CO.,LTD.
Managing Director of HANSHIN ELECTRIC
RAILWAY CO., LTD.
President and Representative Director of HANSHINELECTRIC RAILWAY CO., LTD.
Director of the Company
Chairman and Representative Director of HANSHINELECTRIC RAILWAY CO., LTD. (to present)
Representative Director of the Company (to present)

11

11,920 shares

No.

5

Name
(Date of Birth)

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

Joined DAIKIN INDUSTRIES, LTD.

Reelection
Candidate for the
position ofExternal Director

Jun. 1994

President and Representative Director of DAIKININDUSTRIES, LTD.

Jun. 2002

Noriyuki Inoue(Mar. 17,1935)

Jun. 2003
Apr. 2005
Oct. 2006
Jun. 2014

Chairman and Representative Director and CEO ofDAIKIN INDUSTRIES, LTD.
Director of Hankyu Corporation
Director of Hankyu Holdings, Inc.
Director of the Company (to present)
Chairman of the Board and Chief Global Group Officer
of DAIKIN INDUSTRIES, LTD. (to present)
Joined The Kansai Electric Power Company,
Incorporated
President and Representative Director of The Kansai
Electric Power Company, Incorporated
Director of the Company (to present)
Chairman and Representative Director of The Kansai
Electric Power Company, Incorporated

Apr. 1963

6

Reelection
Candidate for the
position ofExternal Director
Shosuke Mori(Aug. 6, 1940)
Reelection

7

Yoshishige
Shimatani(Mar. 5, 1952)
Reelection

8

Naoya Araki(May 14, 1957)

Jun. 2005
Jun. 2010
Jun. 2010
Jun. 2016
Apr. 1975
May 2011
Jun. 2015
Apr. 1981
Mar. 2012

Jun. 2012
Jun. 2017

Number of Sharesof the Company
Owned

7,300 shares

10,100 shares

Senior Adviser of The Kansai Electric Power Company,
Incorporated (to present)
Joined TOHO CO., LTD.
President and Representative Director of TOHO CO.,LTD. (to present)
Director of the Company (to present)
Joined Hankyu Department Stores, Inc.
President and Representative Director of HANKYU
HANSHIN DEPARTMENT STORES, INC. (topresent)
Representative Director of H2O RETAILINGCORPORATION (to present)
Director of the Company (to present)

12

1,600 shares

0 shares

No.

Name
(Date of Birth)

Reelection
9

Yoshihiro
Nakagawa(May 6, 1953)(Notes)1.

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Apr. 1976
Jun. 2005
Apr. 2007
Apr. 2013

Joined Hankyu Corporation
Director of Hankyu Corporation
Managing Director of Hankyu Corporation
Senior Managing Director and Representative Directorof Hankyu Corporation

Mar. 2014

President and Representative Director of Hankyu
Corporation

Jun. 2014

Director of the Company (to present)

Apr. 2017

Chairman and Representative Director of Hankyu
Hanshin Hotels Co., Ltd. (to present)

Number of Sharesof the Company
Owned

30,000 shares

The candidates for the positions of Director have no special interest in the Company.

2.

Mr. Noriyuki Inoue and Mr. Shosuke Mori are candidates for the positions of External
Director.

3.

The Company has filed with the securities exchange on which its shares are listed a report on
independent officers, detailing that Mr. Noriyuki Inoue and Mr. Shosuke Mori are
independent officers. Mr. Noriyuki Inoue and Mr. Shosuke Mori have satisfied the
independence criteria (posted on the Company’s website:
http://www.hankyu-hanshin.co.jp/corporate/data/officer.html) stipulated by the Company
which takes into account the requirements for independence prescribed by the securities
exchange.

4.

The reasons to elect Mr. Noriyuki Inoue and Mr. Shosuke Mori, 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 Federation, he is expected to express opinions using his abundant experienceand 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 fifteen (15)years.

(2)

Mr. Shosuke Mori: Because he long held the position of representative director of The
Kansai Electric Power Company, Incorporated, which carries out business expected tobenefit the public as our group does, and of chairman of Kansai Economic Federation,
he is expected to express opinions using his abundant managerial experience, and fromthe perspective of a business leader and with understanding of corporate social
responsibility.
His term of office from election as an External Director of the Company to the close ofthis General Meeting of Shareholders is eight (8) years.

13

5.

The Company has entered into individual contracts with Messrs. Noriyuki Inoue, Shosuke
Mori ,Yoshishige Shimatani and Naoya Araki, respectively pursuant to the provisions ofArticle 427, Paragraph 1 of the Companies Act and Article 27 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.

6.

Hankyu Corporation carried out a corporate division on April 1, 2005, whereby Hankyu
Corporation transferred its railway business and all other businesses to Hankyu Railway
Business Succession 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.

7.

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.

8.

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

14

Fourth Item of Business: Election of two (2) Audit & Supervisory Board Members
The term of office of Mr. Haruo Sakaguchi and Mr. Junzo Ishii expires at the close of this General Meetingof Shareholders. The Company requests the election of two (2) Audit & Supervisory Board Members.
The Audit & Supervisory Board has previously given its approval on this proposal.
The candidates for the positions of Audit & Supervisory Board Members are as follows:

Name(Date of Birth)No.

Reelection
Candidate for the
position of External Audit& Supervisory Board

1

Summary of Career and Important Positions of Other Organizations
Concurrently Held
Apr. 1958

Registered as a attorney-at-low (to present)

Apr. 1989

Vice-President of Japan Federation of Bar Associations

Jun. 2006

Audit & Supervisory Board Member of Hankyu
Holdings, Inc.

Jun. 2006

Audit & Supervisory Board Member of Hankyu
Corporation (to present)

Oct. 2006

Audit & Supervisory Board Member of the Company(to present)

Nov. 2013

Audit & Supervisory Board Member of Hankyu
Hanshin Hotels Co., Ltd. (to present)

Apr. 1986

Professor at Faculty of Commerce, Doshisha
University

Apr. 1989

Professor at Faculty of Business Administration, 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 theCompany(to present)

Jun. 2010

Audit & Supervisory Board Member of HANSHINELECTRIC RAILWAY CO., LTD.(to present)

Apr. 2016

Director of Research Institute of Marketing andDistribution Sciences

MemberHaruo Sakaguchi(Mar. 19, 1933)

Reelection
Candidate for the
position of External Audit& Supervisory Board

2

MemberJunzo Ishii(Sep. 28, 1947)(Notes)1.

Numberof Sharesof theCompany
Owned

The candidates for the position of Audit & Supervisory Board Members have no special interestin the Company.

2.

Mr. Haruo Sakaguchi and Mr. Junzo Ishii are candidates for the positions of External Audit &Supervisory Board Member.

3.

The Company has filed with the securities exchange on which its shares are listed a report on
independent officers, detailing that Mr. Haruo Sakaguchi and Mr.Junzo Ishii are independent
officers. Both of them have satisfied the independence criteria (posted on the Company’s
website: http://www.hankyu-hanshin.co.jp/corporate/data/officer.html) stipulated by theCompany which takes into account the requirements for independence prescribed by the
securities exchange.
15

18,500shares

3,300
shares4. The reasons to elect Mr. Haruo Sakaguchi and Mr. Junzo Ishii, respectively, are as follows:(1)
Mr. Haruo Sakaguchi: Because he is a practicing attorney-at-low, he is expected toexpress opinions in particular from the perspective of ensuring compliance management.
His term of office from election as External Audit & Supervisory Board Member of theCompany to the close of this General Meeting of Shareholders is twelve years.
(2)
Mr. Junzo Ishii: Because he held various academic positions, including the professor at
the Graduate School of Business Administration of Kobe University and the 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.
His term of office from election as External Audit & Supervisory Board Member of theCompany to the close of this General Meeting of Shareholders is eight (8) years.
5. The Company has entered into individual contracts with Mr. Haruo Sakaguchi and Mr. Junzo
Ishii, respectively, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act
and Article 34 of the Articles of Incorporation of the Company, to the effect that their respective
liability for damages under Article 423, Paragraph 1 of the Companies Act shall be limited to theamount specified by laws and regulations.
6. 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.

End of Document16