Notice: This is a translation of the Notice of Convocation of the 181st 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, 2019
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 181st Ordinary General Meeting of Shareholders
You are cordially invited to attend the 181st 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., Thursday, June 13, 20192.

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 181st fiscal year (April 1, 2018 to March 31, 2019)2.

Report on the audit results of the consolidated financial statements for the 181st 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:

Election of nine (9) Directors

Third Item of Business:

Revision of Amount of Directors’ Compensation

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.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, 2019 (Wednesday) 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. On the voting website, please use the “login ID” and the “temporary password” statedin the voting form, and input your approval or disapproval in accordance with the instructions on
the screen.
Deadline for exercising voting rights: to be completed by 5:50 p.m. on June 12, 2019 (Wednesday)* 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
of internet 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 pleasecontact the Help 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.
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.
3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 4,925,529,880 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.

(2)

Date that the distribution of retained earnings becomes effective:
June 14, 20195

Second 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.

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 TOKYO RAKUTENCHI CO., LTD.
External Director of TOHO CO., LTD.
External Director of ASICS Corporation

6

Number of Sharesof the Company
Owned

35,340 shares

No.

2

Name
(Date of Birth)(Gender)

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

Reelection

Jun. 2016

TakehiroSugiyama(Nov. 20, 1958)(Male)

Apr. 2017
Jun. 2017

Number of Sharesof the Company
Owned

22,750 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 o HANKYU HANSHIN EXPRESS Co., Ltd.
Director of Hankyu Hanshin Hotels Co., Ltd.

Reelection
3

Masao Shin
(May 22, 1957)(Male)

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 Directorof the Company (to present)

Apr. 2014
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.

7

16,660 shares

No.

Name
(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held
Apr. 1975
Jun. 2005

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

Jun. 2007

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)

Apr. 2011

Reelection
4

Takaoki Fujiwara(Feb. 23, 1952)(Male)

Jun. 2011
Apr. 2017
Jun. 2017

Number of Sharesof the Company
Owned

12,520 shares

Important Positions of Other Organizations Concurrently Held:
Chairman and Representative Director of HANSHIN ELECTRIC
RAILWAY CO., LTD.
Chairman and Representative Director of Hanshin Tigers BaseballClub, Ltd.
External Director of Sanyo Electric Railway Co., Ltd.
External Audit & Supervisory Board Member of Shionogi & Co.,Ltd.

Reelection
Candidate for the
position ofExternal Director
5

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

Mar. 1957

Joined DAIKIN INDUSTRIES, LTD.

Jun. 1994

President and Representative Director of DAIKININDUSTRIES, LTD.

Jun. 2002

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

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

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.
External Director of The Kansai Electric Power Company,
Incorporated

87,600 shares

No.

Name
(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held
Apr. 1963
Jun. 2005

6

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

Jun. 2010
Jun. 2010
Jun. 2016

Number of Sharesof the Company
Owned

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
Senior Adviser of The Kansai Electric Power Company,
Incorporated (to present)

11,000 shares

Important Positions of Other Organizations Concurrently Held:
Senior Adviser of The Kansai Electric Power Company,
Incorporated
External Director of ANA HOLDINGS INC.
External Director of THE ROYAL HOTEL, LIMITED.

Reelection
7

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

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 TOKYO RAKUTENCHI CO., LTD.
External Director of FUJI MEDIA HOLDINGS, INC.
Apr. 1981
Mar. 20128

2,200 shares

Reelection

Jun. 2012

Naoya Araki(May 14, 1957)(Male)

Jun. 2017

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

Important Positions of Other Organizations Concurrently Held:
President and Representative Director of Hankyu Hanshin
Department Stores, Inc.
Representative Director of H2O RETAILING CORPORATION

9200 shares

Name(Date of Birth)(Gender)No.

Summary of Career and Important Positions of Other Organizations
Concurrently Held
Jun. 1994
Sep. 2013

9New
Candidate for the
position ofExternal Director

Apr. 2015

Number of Sharesof the Company
Owned

Joined DAIAMOND, Inc.
Visiting Researcher at Policy Alternatives ResearchInstitute of The University of Tokyo
Project Professor of Graduate School of Media andGovernance of Keio University (to present)

Important Positions of Other Organizations Concurrently Held:
Noriko Endo
(May 6, 1968)(Female)(Notes)1.

0 shares

Project Professor of Graduate School of Media and Governance of
Keio University
External Director of NTT DOCOMO, INC.
External Director of AIN HOLDINGS INC.

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

2.

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

3.

Mr. Noriyuki Inoue, Mr. Shosuke Mori and Ms. Noriko Endo are candidates for the positionsof External Director.

4.

The Company has filed with the securities exchange on which its shares are listed a report on
independent officers, detailing that Mr. Noriyuki Inoue, Mr. Shosuke Mori and Ms. Noriko
Endo are independent officers. Mr. Noriyuki Inoue, Mr. Shosuke Mori and Ms. Noriko Endo
have satisfied the independence criteria (posted on the Company’s website:
https://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.

5.

The reasons to elect Mr. Noriyuki Inoue, Mr. Shosuke Mori and Ms. Noriko Endo,
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 sixteen (16) 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 nine (9) years.

(3)

Ms. Noriko Endo: Because she is expected to express opinions using her abundant
experience and knowledge obtained through her public policy studies.
106.

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 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.

7.

On the condition that this Second Item of Business is approved as proposed, the Company
will enter into a contract with Ms. Noriko Endo, pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act and Article 26 of the Articles of Incorporation of theCompany, to the effect that her liability for damages under Article 423, Paragraph 1 of theCompanies Act shall be limited to the amount specified by laws and ordinances.

8.

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.

9.

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.

10.

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.

11

Third Item of Business: Revision of Amount of Directors’ Compensation
1. Reason for the Proposal and Reason Why It Is Considered Appropriate
The Company proposes to newly introduce a performance-based stock compensation plan using a trust
structure (the “Plan”) for the Company’s Directors who hold a Chairman or President position(“Eligible Directors”) for the purpose of further raising their motivation toward enhancing corporate
value and business performance, as well as providing incentives for enhancing shareholder value.
This Item is to propose the provision of stock compensation to Eligible Directors in addition to the
maximum amount of compensation for the Company’s Directors approved at the 150th Ordinary
General Meeting of Shareholders held on June 29, 1988 (45 million yen per month (not includingsalaries that any Director who concurrently serves as an employee receives as an employee)).
The number of Directors to which the Plan will apply will be two, provided that the Second Item ofBusiness “Election of Nine (9) Directors” is 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, and the Company’s
shares and money equivalent to the liquidation value of such shares (“Company Shares, etc.”) aredelivered and/or provided (“Delivery, etc.”) through the trust to Eligible Directors in an amountcalculated based on a performance indicator for each fiscal year of the Plan Period. The details of thePlan are described in (2) onward below.
In introducing the Plan, the Company will utilize a trust that was established by the Company whensimilar stock compensation plans were introduced by certain subsidiaries of the Company(“Subsidiaries with Similar Plans”) including Hankyu Corporation and HANSHIN ELECTRIC
RAILWAY CO., LTD. (the “Trust”).
(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(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 sharessubject 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.
subject to Delivery, etc. to Eligible
Directors(as described in (3) below)

・The maximum number of points that can be granted to
Eligible Directors over the three fiscal years during the trust
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, 2019.
12

(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”). For each Plan Period,
the Company will contribute trust money in an amount not exceeding 480 million yen ascompensation for Eligible Directors, and either establish a trust for a trust period of three years, thebeneficiaries of which will be Eligible Directors who satisfy certain beneficiary requirements, or
extend the trust period of the Trust. It should be noted that the Plan will be managed together withother stock compensation plans introduced by Subsidiaries with Similar Plans, and since the plan
periods of the stock compensation plans of Subsidiaries with Similar Plans will end on March 31,
2020, the initial Plan Period of the Plan will be the single fiscal year ending March 31, 2020, forwhich the Company will contribute money in an amount not exceeding 160 million yen to the Trustthat was established when stock compensation plans were introduced by Subsidiaries with Similar
Plans.
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
amount not exceeding 480 million yen and continue to grant points to Eligible Directors. In cases
where such an additional contribution is made, if there are any shares of the Company and money
remaining in the trust property (“Residual Assets”) as at the last day of the trust period before theextension, the Residual Assets will be succeeded to by the extended Trust, and the sum of the amountof 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 atthe expiration of the trust period, although no further points will be granted thereafter to them, thetrust 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.
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 be
13liquidated 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
period of 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 an adjustment to the number of Company Shares, etc. subject to Delivery, etc. per point inaccordance with the 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 exercisedfor 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 in each instance of cases suchas when the trust agreement is amended and additional money is contributed to the Trust.

End of Document14