Notice: This is a translation of the Notice of Convocation of the 177th 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 28, 2015
To our shareholders

Kazuo Sumi, President 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 177th Ordinary General Meeting of Shareholders

You are cordially invited to attend the 177th Ordinary General Meeting of Shareholders of the Company to
be held as described below.
If you are unable to attend the meeting, please exercise voting rights by mail or via the Internet after
studying the following reference materials for the General Meeting of Shareholders and confirming theInformation on Exercise of Voting Rights on pages 3 through 4

Details
1.

Date and Time

10:00 a.m., Tuesday, June 16, 20152.

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 177th fiscal year (April 1, 2014 to March 31, 2015)

2.

Report on the audit results of the consolidated financial statements for the 177th 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:

Adoption of the Basic Policy for Countermeasures against
Large-Scale Acquisitions of Company Shares (Takeover
Defense Measures)

Third Item of Business:

Appointment of thirteen (13) Directors

Matters Determined upon Convocation
Please refer to “Information on 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/).

*

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 the proxy to 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.

2

Information on Exercise of Voting Rights
There are three methods for exercising your voting rights:
z Voting at the General Meeting of Shareholders
Please present the enclosed voting form at 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.
z 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 be arrived by the designated deadline mentioned
below.
Deadline for exercising voting rights: to be arrived by 5:50 p.m. on June 15, 2015 (Monday)z Voting via the Internet
Please access the voting website designated by the Company (http://www.evote.jp/) and input yourapproval or disapprove of the Items of Business and complete by the designated deadline
mentioned below.
Deadline for exercising voting rights: to be completed by 5:50 p.m. on June 15, 2015 (Monday)
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 (http://www.evote.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 or the like that are in place toregulate your Internet connection, anti-virus software that has been installed, or the use of aproxy server.

(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 (SSL communications) or that cannot send information of 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 15, 2015 (Monday), which is the day immediately prior to the date of theGeneral Meeting of Shareholders. However, you are advised to vote early, and pleasecontact the Help Desk described below if you have any questions.

Method for voting(i)On the voting website (http://www.evote.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 your3

“temporary password” to a permanent password on the designated voting website.
(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. Also, when voting via smartphone or mobile phone, alldata 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
vote via 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 (Japan Time); 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.
Our basic policy for share dividends is to maintain a balance between making investments that look toward
the future and strengthening our financial position and to continue distributing constant dividends. For thecurrent 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:
3 yen per share of common stock, totaling 3,797,499,216 yen* As interim dividends of 3 yen per share of common stock were distributed, annual dividends
for the current fiscal year amount to 6 yen per share.

(2)

Date that the distribution of retained earnings becomes effective:
June 17, 20155

Second Item of Business:
Adoption of the Basic Policy for Countermeasures against Large-Scale
Acquisitions of Company Shares (Takeover Defense Measures)
The basic policy for countermeasures against large-scale acquisitions of Company shares approved by thegeneral meeting of shareholders held on June 14, 2012 (the “Former Basic Policy”) and the plan for
countermeasures to large-scale acquisitions of the Company shares (the “Former Plan”) adopted byresolution of the Board of Directors on June 14, 2012, will expire at the conclusion of this Ordinary
General Meeting of Shareholders.
Accordingly, the Company proposes to obtain the shareholders’ approval to adopt once again the
Company’s Basic Policy for Countermeasures against Large-Scale Acquisitions of Company Shares under
Article 17 of the Company’s Articles of Incorporation (the “Basic Policy”) as a measure to prevent
decisions on the Company’s financial and business policies from being controlled by persons deemed
inappropriate (Article 118, Item 3(ii)(2.) of the Enforcement Regulations of the Companies Act) in light ofthe basic policy on persons who control decisions on the Company’s financial and business policies (asprovided in the main text of Item 3 of Article 118 of the Enforcement Regulations of the Companies Act)
provided for in Section 1 below.
In updating the Basic Policy, although the Company made some minor and formal amendments to thelanguage of the Former Basic Policy, no substantial changes were made to the content of the Former Basic
Policy.
In addition, the Company submits the Basic Policy detailed in Section 3 below for the shareholder’sapproval and is taking the measures described in Section 2 below. The decision by the Board of Directors totake these measures and the reasons for those decisions are described in B. of Reference Matters on Basic
Policy below. The Company seeks the shareholders’ understanding and approval for this Second Item ofBusiness.
1.

Basic Policy on Persons Who Control Decisions on the Company’s Financial and Business
Policies

In order to ensure and enhance the Company’s corporate value and the common interests of its shareholders(“Corporate Value and Shareholders’ Common Interests”), the Company believes it is essential to carry out
management with a particular emphasize on (i) a social mission, such as an active engagement in safetymeasures over the mid to long term, (ii) promoting large-scale development aiming for mid to long termbusiness growth, (iii) maintaining relationships of trust with administrative agencies, residents and anyother related parties along the lines operated by the Company, and (iv) strengthening the combined strengthof our group by demonstrating the best synergies possible that can be created by the organic combination ofeach core business of our group companies. We believe that if these elements are not ensured and enhanced
over the mid to long term, the Company’s Corporate Value and Shareholders’ Common Interests could be
harmed. The Company therefore believes that the persons who control decisions on the Company’s
financial and business policies need to be persons who fully understand these matters and who will make itpossible to ensure and enhance the Company’s Corporate Value and Shareholders’ Common Interests overthe mid to long term.
The Company will not reject a large-scale acquisition of Company shares off hand if the acquisition would
contribute to the Company’s Corporate Value and Shareholders’ Common Interests. Nonetheless, there aresome forms of corporate acquisition that benefit neither the corporate value of the target company nor thecommon interests of its shareholders, such as those with a purpose that would obviously harm the target
company’s Corporate Value and Shareholders’ Common Interests, those with the potential to in effect force
shareholders to sell their shares, those that do not provide sufficient time or information for the target Boardof Directors and shareholders to consider the terms of the acquisition or for the target Board of Directors tomake an alternative proposal, and those that require the target company to negotiate with the acquirer inorder to procure more favorable terms for shareholders than those presented by the acquirer.
Our group consists of various affiliates and covers a comprehensive range of business fields, the corebusinesses of which are urban transportation, real estate, entertainment and communication, travel,
6international transportation, and hotels. The Company therefore believes that if it receives an acquisition
proposal from an acquirer who is an outsider to the Company it is not always easy to fully understand thetangible and intangible elements comprising the Company’s management resources, the potential effects ofmeasures focusing on future synergies that could be created by the organic combination of each businessfield, and other elements that comprise the corporate value of the Company and appropriately determine theeffects of the acquisition on the Company’s Corporate Value and Shareholders’ Common Interests in a shortperiod of time.
Taking into account the matters described above, the Board of Directors believes it essential to develop, in
ordinary times, a system for deterring acquisitions that are detrimental to the Company’s Corporate Valueand Shareholders’ Common Interests by securing the necessary time and information for shareholders todecide whether or not to accept the proposed acquisition and enable the Board of Directors to present analternative proposal or to negotiate for the benefit of the shareholders in order to prevent inappropriateacquisitions of the Company’s shares that threaten to harm the Company’s Corporate Value andShareholders’ Common Interests.
2.

Special Measures to Make Effective Use of the Company’s Assets, Form an Appropriate
Corporate Group, and Otherwise Realize the Basic Policy Provided for in Section 1(1)

Measures to Contribute the Company’s Corporate Value

Our group has dramatically expanded the zone within which people live their lives by connecting
high-speed and high-density transport systems between cities and between urban areas and suburbs in therailway business, the starting point of our group’s business. At the same time it has also provided various
new services in a wide variety of business fields, from housing and commercial complexes to the Hanshin
Tigers and Takarazuka Revue, and has brought new perspectives to society.
As a pure holding company, Hankyu Hanshin Holdings, Inc. operates five core companies—Hankyu
Corporation, Hanshin Electric Railway Co., Ltd., Hankyu Travel International Co., Ltd., Hankyu Hanshin
Express Co., Ltd., and Hankyu Hanshin Hotels Co., Ltd.—and carries out its business with a mission ofdelivering “serenity and well-being” and “inspiration and dreams” to our customers “to create satisfaction
and make a positive contribution to society.”
As described in Section 1 above, our group has six core business domains—urban transportation, real estate,entertainment and communications, travel, international transportation, and hotels—and carries out thefollowing businesses.
Our group operates urban transportation systems comprising railways, buses, and taxi services, forming an
extensive transportation network throughout the Kansai area. Its mission is to provide safe, comfortable,
and highly convenient transportation services in our service area, the Kyoto, Osaka, and Kobe region. As
part of railway business, our group strives to establish an even wider transportation network by cooperating
to provide through-services with other railway companies and promoting the diffusion and expansion of IC
cards. We have also been steadily implementing large-scale constructions of elevated roads and barrier-freestations. In addition, we aim to expand into a wide range of retail stores such as convenience stores andcosmetics and accessory stores mainly along our railway neighborhoods and strive to enhance theattractiveness of in-station areas.
The real estate business derives its core earnings from rental properties (retail and offices) and its
condominium business. Our group has been developing urban security and comfort, taking advantage ofaccumulated know-how and the group’s ability to create value in railway neighborhood areas, based on
development projects such as the commercial facilities of Hankyu Sanbangai, Hankyu Nishinomiya
Gardens, Grand Front Osaka and HERBIS Osaka as well as other projects in Umeda, Osaka and other areas
neighboring our railways. We have also been steadily implementing attractive large-scale development
works such as Umeda 1-chome 1-banchi project (reconstruction projects for Dai Hanshin Building andShin Hankyu Building) that will further enliven railway neighborhoods.
The entertainment and communications business mainly consists of the sports business, centered on
7baseball interests (the nationally popular Hanshin Tigers professional baseball team) and the stage business(Takarazuka Revue). This segment aims to strengthen its original content that we have cultivated and tobring inspiration and dreams to its customers all over Japan through a wide range of live entertainment.
The travel business offers package tour products, such as the Trapics, our key brand offering extensive
services and a variety of tours. We also customize tours for business travelers.
The international transportation business offers high-quality integrated logistics services by taking
advantage of advanced IT technologies and global networks and effectively combining a wide variety oftransport modes.
Finally, the hotel business offers a wide range of hotel formats, from full-service hotels to hotels with very
limited facilities, and we strive for further competitiveness by taking advantage of our strength as a hotel
operator with directly-managed hotels focused in the top two markets, Tokyo and Kansai areas. In addition
to chain operations, it also manages The Ritz-Carlton, Osaka, an international luxury brand with which it
has formed an alliance and obtains high reputation.
As described above, through its core businesses our group provides comprehensive services relating tohuman life—the improvement of transportation services, the provision of high-quality residences andoffices, the development of railway neighborhood areas by developing commercial complexes, and theprovision of our original entertainment as well as travel, international transportation, and hotels—andenhances the value of neighboring areas of Hankyu and Hanshin railways. We believe these will lead to ourcontinuous growth.
Along with our business operations, in the Medium Term Management Plan for the period until the fiscal
year ending March 31, 2019, our group positioned such period as the “time for developing theinfrastructure for medium- to long-term growth”, and will “enhance value along rail lines including the
Umeda area” and “develop new markets (including Tokyo area and overseas) for the medium- to long-term
growth”. From a financial perspective, our group will distribute funds in a balanced and flexible manner
mainly to forward-looking investments as well as to continuous strengthening of our financial standing andreturns to shareholders. Our group will continue to strive for sustainable growth from the medium- tolong-term perspective based on these business strategies and financial policies.
(2)

Measures to Strengthen Corporate Governance(a)

Basic Idea on Corporate GovernanceTo always be a company trusted by our clients, the Company recognizes the importance ofstrengthening its corporate governance. The Company endeavors to enhance its corporate
governance by improving transparency and soundness of its management, complying with laws
and ordinances, and disclosing appropriate information in a timely manner.

(b)
(i)

Progress of Measures Implemented for Corporate GovernanceDirectors and Board of Directors
Management policy and other material matters relating to management strategy and the
management plan of the Company and the Company group will be determined by the Board of
Directors after discussion at a group management meeting. If any group company is to carry out
material matters in light of group management, a system has been established under which suchgroup company is required to obtain prior approval from the Company and provide timely reports
to the Company. Further, the Company directs in principle all the group companies to prepare
their basic policies for establishing internal control systems.
The Board of Directors currently consists of thirteen Directors (including two Outside Directors)(as at before the conclusion of this General Meeting of Shareholders). They consist of Directors
who have the background of the core and other major group companies and Outside Directors
who have significant experience. The term of office of Directors is one year.
8The Company designated two Outside Directors described above and three Outside Audit &Supervisory Board Members described below as independent officers and filed with the securities
exchange on which its shares are listed a report to that effect.
(ii)

Audit & Supervisory Board Members and Audit & Supervisory Board
The Company has experts (law professionals or academic experts) as Outside Audit &Supervisory Board Members and personnel dedicated to support Audit & Supervisory Board
Members. Currently there are five Audit & Supervisory Board Members (including three Outside
Audit & Supervisory Board Members) (as at before the conclusion of this General Meeting of
Shareholders). The Audit & Supervisory Board Members investigate business and financial statusof the Company and the group companies and audit the Directors’ performance of their duties.
The Company authorizes Audit & Supervisory Board Members of each group company to audit
the business of the company as well as its accounting and works to have them share information
by closely cooperating with the Company’s Audit & Supervisory Board Members.

(iii) Others
For the purpose of ensuring compliance management, the Company has implemented various
measures, including establishing a corporate ethics consulting office as internal whistle-blowing
system, consisting of an internal consulting contact point and an outside consulting contact point
through outside lawyers, which is available not only to officers and employees of the Company
and the group companies but also to their business partners.
3.

Measures to Prevent Decisions on the Company’s Financial and Business Policies frombeing Controlled by Persons Deemed Inappropriate in Light of the Basic Policy mentioned
in Section 1 (Basic Policy for Countermeasures against Large-scale Acquisitions ofCompany Shares (the Basic Policy))(1)

Outline of the Basic Policy

For the purpose of ensuring and enhancing the Company’s Corporate Value and Shareholders’ Common
Interests, the Board of Directors will separately resolve specific countermeasures (the “Plan”) in
accordance with the Summary of the Plan set out in (2) below as the Company’s takeover defense measures(for ordinary times), publicize the Plan details through timely disclosure to the securities exchange on
which its shares are listed, disclosure of statutory disclosure documents such as the Company’s business
report, and a posting on the Company’s website, and warn the acquiring party in advance that there areprocedures that a party carrying out or who plans to carry out an acquisition of the Company shares should
comply with and that the Company may implement a gratis allotment of stock acquisition rights withdiscriminatory exercise conditions and conditions for the Company’s acquisition of the shares.
(2)(a)

Summary of the Plan
Outline of the Plan
The Company will request the party effecting the Acquisition (the “Acquirer”) as described in (b)below to carry out an acquisition in accordance with the procedures set out in (c) below andsecure time to provide information regarding the acquisition and the consideration for it. If an
event set out in any of the items under (e)(i) below arises, the Company may allocate to all theshareholders other than the Company stock acquisition rights that come with the conditions set
out in (e)(v) below to the effect that the relevant Acquirer may not exercise its right(discriminatory exercise conditions) and that the Company will obtain the stock acquisition rightsfrom parties other than the Acquirer in exchange for shares in the Company (the “Stock
Acquisition Rights”).

(b)Targeted Acquisitions
The Plan will apply if a purchase of share certificates, etc., of the Company falls under (i) or (ii)9

below or any similar action takes place.
(i) A purchase that would result in the holding ratio of share certificates, etc.1 of a holder2 totaling atleast 20% of the share certificates, etc.3 issued by the Company; or(ii) A tender offer4 that would result in the party conducting the tender offer’s ownership ratio ofshare certificates, etc. 5 and the ownership ratio of share certificates, etc. of a person having a
special relationship6 together totaling at least 20% of the share certificates, etc. 7 issued by theCompany.
(c)Acquisition Procedures that Acquirer Must Follow
If an Acquirer is to carry out an acquisition, unless the Board of Directors permits otherwise, theCompany will request the Acquirer to submit to the Company in the form separately prescribedby the Company details on (i) the Acquirer, (ii) the purpose, method and specific terms of theacquisition, (iii) the amount and basis for the calculation of the purchase price of the acquisition,(iv) the financial support for the acquisition, (v) the post-Acquisition management policy, and(vi) any other matters that the Board of Directors may determine in renewing the Plan(collectively, the “Essential Information”) and a document which includes an undertaking that theAcquirer will comply with the procedures set out in the Plan (that document, the “Acquisition
Statement”) before carrying out the Acquisition.
If the Company receives the Acquisition Statement, it will promptly provide it to the Independent
Committee (please see (f) below for details). If the Independent Committee determines that theAcquisition Statement does not contain sufficient Essential Information, the Acquirer will be
required to provide additional information within the time limit set by the Independent
Committee.
In light of ensuring and enhancing the Company’s Corporate Value and Shareholders’ Common
Interests, the Independent Committee may, in order to compare the details of the Acquisition
Statement and the Essential Information with the management plan prepared by the Board of
Directors and the corporate value evaluated by the Board of Directors or in order to consider analternative proposal presented by the Board of Directors to the shareholders, set a reply period (ofin principle up to 60 days taking into account the diversity and variety of business carried out by
our group described in Section 1 above) taking into consideration the time necessary for the
Board of Directors to collect information or consider corporate value (including consideration byoutside experts as necessary) and request that the Board of Directors present an opinion on the
Acquirer’s acquisition terms, the materials supporting that opinion, an alternative proposal, andany other information and materials that the Independent Committee considers necessary.

(d)Consideration of Acquisition Terms by Independent Committee, Negotiation with Acquirer, andConsideration of Alternative Proposal
If the Independent Committee deems that sufficient information has been provided to commence
the consideration described in (c) above, the Independent Committee may set a reply period of inprinciple up to 60 days (this period may be extended for up to 30 days if the Independent
Committee fails to make any recommendation set out in (i) or (ii) of (e) below before the initial
60-day period expires; the “Consideration Period”).
Based on the information and materials provided by the Acquirer and the Board of Directors, theIndependent Committee will, during the Consideration Period, evaluate and consider the detailsof the acquisition by the Acquirer as to whether the acquisition ensures and enhances theCompany’s Corporate Value and Shareholders’ Common Interests. The Independent Committee
will directly, or indirectly through the Board of Directors, discuss and negotiate with the Acquirer
or present to shareholders an alternative proposal by the Board of Directors if it is necessary to do
so in order to revise and improve the acquisition terms. If the Independent Committee directly, or10indirectly through the Board of Directors, requests the Acquirer to provide materials forconsideration or any other information, or to discuss and negotiate with the Independent
Committee, the Acquirer must promptly respond to that request.
The Independent Committee may obtain the advice of independent third party experts (financial
advisors, lawyers, certified public accountants, and any other experts) at the cost of the Company.
(e)(i)

Implementation of Gratis Allotment of Stock Acquisition Rights
Independent Committee Recommendations to Implement Takeover Defense Measures
The Independent Committee will recommend the implementation of the gratis allotment of Stock
Acquisition Rights to the Board of Directors if it determines one of the events set out below has
arisen.
(A)

If the Acquirer fails to comply with the procedures to ensure provision of informationor the Consideration Period set out in (c) above or any other procedures under the Plan;(B)

The acquisition by the Acquirer falls under any of the following items as a result of
evaluating and considering information and materials provided by the Acquirer and theBoard of Directors and of discussing and negotiating with the Acquirer, and it isreasonable to implement the gratis allotment of Stock Acquisition Rights.
1) An Acquisition that threatens to cause obvious harm to the Company’s Corporate Valueand Shareholders’ Common Interests through any of the following actions or any othersimilar actions:(i)A buyout of share certificates, etc., such as to require the share certificates, etc.,
to be compulsorily purchased by the Company at an inflated price.
(ii) Management that achieves an advantage for the Acquirer to the detriment of theCompany, such as temporary control of the Company’s management for the
low-cost acquisition of the Company’s material assets.
(iii) Diversion of the Company’s assets to secure or repay debts of the Acquirer or
its group company.
(iv) Temporary control of the Company’s management to bring about a disposal ofhigh-value assets that have no current relevance to the Company’s business anddeclaring temporarily high dividends from the profits of the disposal, or sellingthe shares at a high price taking advantage of the opportunity afforded by thesudden rise in share prices created by the temporarily high dividends.
2) Certain Acquisitions that threaten to have the effect of coercing shareholders into
selling shares, such as coercive two-tiered tender offers (meaning acquisitions of shares,
such as by tender offer, in which no offer is made to acquire all the shares in the initialacquisition and the acquisition terms for the second stage of the acquisition areunfavorable or unclear to shareholders).
3) Acquisitions that are effected without providing a reasonable period of time necessary
for the Company to present an alternative proposal to the Acquisition.
4) Acquisitions that are effected without sufficiently providing reasonable informationnecessary for the shareholders of the Company to consider the Essential Informationand other Acquisition terms.
5) Acquisitions whose terms (including the amount and type of consideration, the timeframe, the legality of the Acquisition method, the feasibility of the Acquisition being
effected, and post-Acquisition policies dealing with the Company’s employees,
business partners, customers and any other stakeholders in the Company) are
inadequate or inappropriate in light of the Company’s intrinsic value.
116) Acquisitions that would materially harm the safety or public nature of the railway
business or security of users’ interests on the ground that the contents of the
management policy or business plan of the Acquirer after the Acquisitions are
inadequate or inappropriate.
Even after the Independent Committee has recommended to implement a gratis allotment ofStock Acquisition Rights, if the Acquirer withdraws the acquisition or the acquisition otherwise
ceases to exist after the recommendation, or the acquisition no longer falls under either (A) or (B)above due to a change or the like in the facts or other matters on which the decision for therecommendation was made, the Independent Committee may reach a separate decision, includingthat the Board of Directors cancel the gratis allotment of Stock Acquisition Rights or acquire theStock Acquisition Rights without consideration, and recommend that to the Board of Directors.
Even if the acquisition falls under either (A) or (B) above, if the Independent Committee
determines it reasonable to obtain approval at the general meeting of shareholders for a gratis
allotment of Stock Acquisition Rights, the Independent Committee will recommend the Board of
Directors to convene a general meeting of shareholders and propose the implementation of a
gratis allotment of Stock Acquisition Rights.
(ii)

Independent Committee Recommendations not to Implement Takeover Defense Measures
If the Independent Committee determines the acquisition no longer falls under either (A) or (B)of (i) above, the Independent Committee will recommend to the Board of Directors that theCompany not implement a gratis allotment of Stock Acquisition Rights.
Even after the Independent Committee recommends not to implement a gratis allotment of Stock
Acquisition Rights, if the Independent Committee determines the acquisition by the Acquirer
falls under either (A) or (B) of (i) above due to a change or the like in the facts or other matterson which the decision for the recommendation was made, the Independent Committee may reacha separate decision, including that the Company implement a gratis allotment of Stock
Acquisition Rights, and recommend that to the Board of Directors.

(iii) Information Disclosure to Shareholders
The Board of Directors or the Independent Committee will disclose the following facts that the
Independent Committee deems appropriate promptly after the fact arises:
i.
ii.
iii.
iv.
v.
vi.

the fact that an Acquirer has emerged;
the fact that an Acquisition Statement has been submitted by the Acquirer and the detailsof the Acquisition Statement;
the fact that the Essential Information is provided and the details of the Essential
Information;
the fact that the Consideration Period has commenced;
the fact that the Consideration Period has been extended and the reason for extension;andthe fact that the Independent Committee has made a recommendation as well as thereasons for and details of the recommendation (if the Independent Committee
determines to withdraw its first recommendation and present a new recommendation
due to a change or the like in the facts or other matters, the reason for and details of thatnew recommendation).

(iv) Respecting the Independent Committee’s Recommendation by Board of Directors
Respecting the recommendations of the Independent Committee provided in accordance with (i)or (ii) above to the maximum extent, the Board of Directors shall, in exercising their role under
the Companies Act, pass resolutions for the implementation or non-implementation of the gratis
allotments of Stock Acquisition Rights.
If the Independent Committee recommends to the Board of Directors to convene a general12meeting of shareholders and propose the implementation of a gratis allotment of Stock
Acquisition Rights, the Board of Directors will do so as soon as practicable unless there ispracticably significant difficulty convening the general meeting of shareholders. If the general
meeting of shareholders so convened passes the resolution to implement the gratis allotment ofStock Acquisition Rights, the Board of Directors will carry out the necessary procedures in orderto implement the gratis allotment of Stock Acquisition Rights. If the general meeting ofshareholders resolves to delegate to the Board of Directors the authority to decide mattersrelating to the gratis allotment of Stock Acquisition Rights, the Board of Directors will resolve
the gratis allotment of Stock Acquisition Rights. If the general meeting of shareholders resolves
not to implement the gratis allotment of Stock Acquisition Rights, the Board of Directors will
resolve not to implement the gratis allotment of Stock Acquisition Rights.
The Acquirer must not effect an acquisition until and unless the Board of Directors passes a
resolution for the implementation or non-implementation of the gratis allotment of Stock
Acquisition Rights or the general meeting of shareholders convened as described above passes a
resolution for implementation or non-implementation of the gratis allotment of Stock Acquisition
Rights.
If the Board of Directors resolves to implement or not to implement the gratis allotment of Stock
Acquisition Rights, the Board of Directors resolves to convene the shareholders meeting as
described above, or the general meeting of shareholders passes a resolution to implement thegratis allotment of shareholders or rejects such resolution, the Board of Directors will promptly
disclose the outline of the resolution, the fact that it was rejected or any other information that theBoard of Directors deems appropriate.
(v)

Outline of the Gratis Allotment of Stock Acquisition Rights
An outline of the gratis allotment of Stock Acquisition Rights is set out below.
i.

Number of Stock Acquisition Rights
The Company will implement a gratis allotment of Stock Acquisition Rights that canacquire the number of shares up to twice the number as the most recent total number ofissued shares in the Company (excluding the number of Company shares held by theCompany at that time) on a date (the “Allotment Date”) that is separately determined ina resolution by the Board of Directors or the general meeting of shareholders held in
relation to the gratis allotment of Stock Acquisition Rights (the “Gratis Allotment
Resolution”).

ii.

Shareholders Eligible for Allotment
The Company will allot the Stock Acquisition Rights without consideration to thoseshareholders, other than the Company, who are registered or recorded in the Company’s
latest register of shareholders on the Allotment Date, at a ratio up to a maximum ratio of
two Stock Acquisition Rights for each share in the Company held that is separately
determined in the Gratis Allotment Resolution.

iii.

Effective Date of Gratis Allotment of Stock Acquisition Rights
The effective date of the gratis allotment of Stock Acquisition Rights will be separately
determined in the Gratis Allotment Resolution.

iv.

Number of Shares to be Acquired upon Exercise of the Stock Acquisition Rights
The number of Company shares8 (shares subject to transfer described in Article 128,
Paragraph 1, of the Law concerning Transfer of Bonds and Shares) to be acquired upon
exercise of each Stock Acquisition Right (the “Applicable Number of Shares”) will in
principle be one share unless otherwise adjusted.

v.

Contributions on Exercise of Stock Acquisition Rights
Contributions to be made on exercise of the Stock Acquisition Rights are to be in cash,
and the amount per share in the Company to be contributed on exercise of the Stock
13

Acquisition Rights will be an amount separately determined in the Gratis Allotment
Resolution within the range of a minimum of one yen and a maximum of the amountequivalent to one-half of the fair market value of one share in the Company.
vi.

Exercise Period of the Stock Acquisition Rights
The commencement date will be the effective date of the gratis allotment of Stock
Acquisition Rights or any date separately determined in the Gratis Allotment Resolution,and the period will in principle be a period from one month to two months long as
separately determined in the Gratis Allotment Resolution.

vii.

Conditions for Exercise of Stock Acquisition Rights
The following parties may not exercise the Stock Acquisition Rights (the parties fallingunder (I) through (VI) below collectively, “Non-Qualified Parties”):
(I)
(II)
(III)
(IV)
(V)
(VI)

Specified Large Holders; 9Joint Holders of Specified Large Holders; 10
Specified Large Purchasers; 11
Persons having a Special Relationship with Specified Large Purchasers;
Any transferee of, or successor to, the Stock Acquisition Rights of any party
falling under (I) through (IV) without the approval of the Board of Directors; or
Any Affiliated Party12 of any party falling under (I) through (V).

viii.

Restriction on Assignment of Stock Acquisition Rights
Any acquisition of the Stock Acquisition Rights by assignment requires the approval of
the Board of Directors.

ix.

Acquisition of Stock Acquisition Rights(i) At any time on or before the date immediately prior to the commencement date for the
exercise period, the Company may acquire all of the Stock Acquisition Rights for no
consideration.
(ii) On a date separately determined by the Board of Directors, the Company may acquire
the Stock Acquisition Rights that have not been exercised and are held by parties otherthan Non-Qualified Parties (if any) and, in exchange, deliver one share in the Company
for each Stock Acquisition Right unless otherwise adjusted. Further, if on or after thedate of such acquisition the Board of Directors recognizes the existence of any party
holding Stock Acquisition Rights other than Non-Qualified Parties, the Company may
separately acquire the Stock Acquisition Rights. The same will apply thereafter.
(iii) Other matters relating to the terms and conditions of acquisitions of Stock Acquisition
Rights by the Company will be separately determined in the Gratis Allotment
Resolution.

x.

(f)

OthersOther details of the Stock Acquisition Rights will be separately determined in the Gratis
Allotment Resolution.

Independent Committee
The Company will establish an Independent Committee consisting of persons who are
independent from the management of the Company in order to eliminate arbitrary decisions of
the Board of Directors on whether or not to implement a gratis allotment of Stock Acquisition
Rights in accordance with the Plan. There will be no less than three members on the Independent
Committee, and the Board of Directors will elect the members from (i) Outside Directors, (ii)
Outside Audit & Supervisory Board Members and (iii) other outside experts (experienced
corporate managers, former government employees, lawyers, certified public accountants, orparties with academic qualifications).
14

Resolutions of meetings of the Independent Committee will in principle pass with a majority
when all members of the Independent Committee are in attendance. However, in unavoidable
circumstances a resolution may be passed with a majority of voting rights when a majority of themembers of the Independent Committee are in attendance.
Any other matters relating to the Independent Committee will be separately determined by the
Board of Directors.
(g)

Abolition of the Plan
If the Board of Directors passes a resolution to abolish the Plan, the Plan will be abolished at that
time.

(h)

OthersIn addition to the matters provided for in (a) through (g) above, the details of the Plan will beseparately determined by the Board of Directors in its resolution to renew of the Plan.

(3)

Effective Period of Basic Policy

The effective period of the Basic Policy will be the period until the conclusion of the ordinary general
meeting of shareholders relating to the last fiscal year ending within three years of the conclusion of thisOrdinary General Meeting of Shareholders.
However, if before the expiration of the Effective Period a resolution is passed at the Company’s general
meeting of shareholders to revise or abolish the Basic Policy, the Basic Policy will be revised or abolishedat that time. The Plan will be revised or abolished accordingly in a prompt manner.

15

【Reference Matters on Basic Policy】
In addition to the details of the Basic Policy described in Section 3 above, we set out below the impact the
Basic Policy will have on shareholders, the decision by the Board of Directors on adopting the Basic Policy,
and the reasons for that decision. We ask shareholders to consider the following points and approve thisSecond Item of Business.
A.

Impact on Shareholders and Investors(1)

Impact on Shareholders and Investors Upon Renewal of the Basic Policy and the Plan

Upon renewal, the Basic Policy and the Plan will have no direct or material impact on shareholders andinvestors. This is because at that time, no actual gratis allotment of Stock Acquisition Rights will be
implemented.
(2)

Impact on Shareholders and Investors at the Time of the Gratis Allotment of Stock Acquisition
RightsIf the Plan is renewed and the gratis allotment of Stock Acquisition Rights is implemented in accordancewith the procedures set out in the Plan, the Company will make a gratis allotment of Stock Acquisition
Rights to the shareholders as of the date of allotment to be determined by the Gratis Allotment Resolution
at a ratio to be determined by the Gratis Allotment Resolution up to a maximum of two Stock Acquisition
Rights per share in the Company held by the shareholders. If the shareholders do not pay the prescribed
exercise price and carry out the procedures for exercising the Stock Acquisition Rights during the exercise
period for Stock Acquisition Rights, the shares they hold in the Company will be diluted by the exercise of
Stock Acquisition Rights by other shareholders. However, it is also possible that the Company will, in
accordance with the decision of the Board of Directors, acquire the Stock Acquisition Rights ofshareholders other than Non-Qualified Parties and, in exchange, deliver shares in the Company. If theCompany carries out such an acquisition procedure, shareholders other than Non-Qualified Parties will
come to receive shares in the Company without exercising their Stock Acquisition Rights or paying anamount equivalent to the exercise price and, in principle, there will be no subsequent dilution of the sharesin the Company they hold.
In addition, if the Board of Directors cancels the gratis allotment of Stock Acquisition Rights, or the Stock
Acquisition Rights are acquired for no consideration, no dilution of the value per share in the Company
held by the shareholders will result, and it is likely that any shareholders and investors who have sold orbought the shares in the Company expecting to see such a dilution will be commensurately affected as aresult of a fluctuation in the share price.
B.

Decision by Board of Directors to Create Above Measures and Reasons for that Decision(1)

Special Measures (Section 2) to Realize the Basic Policy Provided for in Section 1

The Company has created these measures to contribute to enhancing corporate value and strengthening
corporate governance as described in Section 2 above as specific measures to continuously enhance theCompany’s Corporate Value and Shareholders’ Common Interests, which will contribute to the realizationof the basic policy provided for in Section 1.
These measures are therefore consistent with the common interests of the Company’s shareholders; they are
not for the purpose of allowing officers of the Company to keep their positions.
(2)

Measures (Section 3) to Prevent Decisions on the Company’s Financial and Business Policies
from Being Controlled by Persons Deemed Inappropriate Under the Basic Policy Provided for in
Section 1(a)

The Basic Policy complies with the basic policy described in Section 1 above
The Basic Policy is a framework that enables the Company to ensure the Corporate Value and16

Shareholders’ Common Interests by ensuring the necessary time and information is madeavailable for the shareholders to decide whether or not to accept the Acquisition of sharecertificates, etc., of the Company and for the Board of Directors to present an alternative
proposal to the shareholders, and by enabling the Board of Directors to negotiate with theAcquirer for the benefit of the shareholders when the Acquisition is to be effected. The Basic
Policy is consistent with the basic policy described in Section 1 above.
(b)

The measures do not harm the common interests of shareholders or intend to allow officers of
the Company to keep their positions
The Company believes for the reasons below that, in light of the basic policy described in
Section 1 above, the Basic Policy does not harm the common interest of the shareholders of
the Company or intend to allow officers of the Company to keep their positions.
(1)

Satisfying the Requirements of the Guidelines for Takeover Defense Measures

The Basic Policy fully satisfies the three principles set out in the Guidelines Regarding
Takeover Defense for the Purposes of Ensuring and Enhancing Corporate Value andShareholders’ Common Interests released by the Ministry of Economy, Trade and Industry
and the Ministry of Justice on May 27, 2005.
(2)

Placing High Value on the Intent of Shareholders

The Basic Policy will be adopted on the condition that a resolution of this Ordinary General
Meeting of Shareholders is obtained as described above.
As described in Section 3(3) ‘Effective Period of Basic Policy’ above, the Basic Policy issubject to a sunset clause that sets the Effective Period at approximately three years, and it isalso possible to revise or abolish the Basic Policy, even before the expiration of the effective
period, with a resolution by the general meeting of shareholders. Moreover, the Board of
Directors, which is of course appointed by the Company’s general meeting of shareholders,
may abolish the Plan even before the expiration of the Basic Policy. In this regard, the intent
of shareholders is fully reflected in the Basic Policy and the Plan as renewed in accordancewith the Basic Policy.
(3)

Emphasis on the Decisions of Independent Parties and Information Disclosure

As described in Section 3(2)(f) ‘Independent Committee’ above, the decisions on whether or
not to implement a gratis allotment of Stock Acquisition Rights under the Basic Policy aresubstantially made by the Independent Committee, which consists of persons who are highly
independent from the management of the Company. As the Independent Committee strictlysupervises the Board of Directors so that it does not implement a gratis allotment of Stock
Acquisition Rights arbitrarily, and as the Independent Committee is required to disclose to theshareholders the outline of its judgment, the operation of the Plan is ensured to contribute to
the Company’s Corporate Value and Shareholders’ Common Interests.
If this Ordinary General Meeting of Shareholders approves the Basic Policy and the Board of
Directors passes a resolution to renew the Plan, the following three persons are scheduled tobe the members of the Independent Committee: Takaharu Dohi from Outside Audit &Supervisory Board Members of the Company, and Ichiro Kawamoto (Honorary Professor of
Kobe University) and Yoshiake Shinhara (former President of the Japan Mint) as outside
experts.
(4)

Establishment of Reasonable Objective Requirements

As described in Section 3(2)(e)(i) ‘Independent Committee Recommendations to Implement
Takeover Defense Measures’ above, the Company will not implement the gratis allotment ofStock Acquisition Rights unless reasonable and detailed objective requirements are satisfied,
which is a mechanism to ensure the prevention of an arbitrary implementation of the gratis
17allotment of Stock Acquisition Rights by the Board of Directors.
(5)

Obtaining the Advice of Third-Party Experts

As described in Section 3(2)(d) ‘Consideration of Acquisition Terms by Independent
Committee, Negotiation with Acquirer, and Consideration of Alternative Proposal’ above, theIndependent Committee may obtain advice from independent third-party experts (financial
advisors, lawyers, certified public accountants, and the like) at the Company’s expense whenan Acquirer emerges, which is a mechanism to even further ensure the objectivity and fairnessof the decisions made by the Independent Committee.
(6)Term of Office of Directors is One YearAs the term of office of the Directors of the Company is one year, the intent of shareholders isable to be reflected with respect to the Basic Policy and the Plan even during the effective
period of the Plan through the annual appointment of Directors.
1

Defined in Article 27-23(4) of the Financial Instruments and Exchange Law. This definition applies throughout this Second
Item of Business.
２
Including persons described as a holder under Article 27-23(3) of the Financial Instruments and Exchange Law (including
persons who are deemed to fall under the above by the Board of Directors). The same applies throughout this Second Item ofBusiness.
３
Defined in Article 27-23(1) of the Financial Instruments and Exchange Law. The same applies throughout this Second
Item of Business unless otherwise provided for.
４
Defined in Article 27-2(6) of the Financial Instruments and Exchange Law. The same applies throughout this Second Itemof Business.
５
Defined in Article 27-2(8) of the Financial Instruments and Exchange Law. The same applies throughout this Second Itemof Business.
６
Defined in Article 27-2(7) of the Financial Instruments and Exchange Law (including persons who are deemed to fallunder the above by the Board of Directors). However, persons provided for in Article 3(2) of the Cabinet Office Regulations
concerning Disclosure of a Tender Offer by an Acquirer other than the Issuing Company are excluded from the persons
described in Article 27-2(7)(i) of the Financial Instruments and Exchange Law. The same applies throughout this Second
Item of Business.
７
Defined in Article 27-2(1) of the Financial Instruments and Exchange Law.
８
If the Company becomes a company issuing class shares (Article 2, Item 13, of the Companies Act) in the future, (i) the
shares to be issued upon exercise of Stock Acquisition Rights and (ii) the shares delivered in exchange for the acquisition of
Stock Acquisition Rights will both be deemed as shares already in issue at the time of commencement of this General
Meeting of Shareholders (common stock).
９“Specified Large Holder” means a party who is a holder of share certificates, etc., issued by the Company and whose
holding ratio of share certificates, etc. in respect of those share certificates, etc., is in the opinion of the Board of Directors atleast 20%.
１０This means “Joint Holder” as provided for in Article 27-23(5) of the Financial Instruments and Exchange Law andincludes a party that the Board of Directors deems to be a joint holder in accordance with Article 27-23(6).
１１“Specified Large Purchaser” means a person who makes a public announcement of purchase, etc., (as defined in Article27-2(1) of the Financial Instruments and Exchange Law; the same applies throughout this footnote) of share certificates, etc.,(as defined in Article 27-2(1) of the Financial Instruments and Exchange Law; the same applies throughout this footnote)issued by the Company through a tender offer and whose ratio of ownership of share certificates, etc., in respect of thoseshare certificates, etc., owned by that person after that purchase, etc. (including similar ownership as prescribed in Article
7(1) of the Order of the Enforcement of the Financial Instruments and Exchange Law) is in the opinion of the Board of
Directors at least 20% when combined with the ratio of ownership of share certificates, etc., of a person having a special
relationship.
１２
An “Affiliated Party” of another party means a person who substantially controls, is controlled by, or is under common
control with that other party (including any party who is deemed to fall under the above by the Board of Directors) in theopinion of the Board of Directors, or a party deemed by the Board of Directors to act in concert with that other party.
“Control” means to “control decisions on the financial and business policies” (as defined in Article 3(3) of the Enforcment
Regulations of the Companies Act) of other corporations or entities.

18

Third Item of Business:

Appointment of thirteen (13) Directors

Because the terms of office of all thirteen (13) Directors expire at the close of this General Meeting of
Shareholders, the Company requests the appointment of thirteen (13) Directors.
The candidates for the positions of Director are as follows:

No.

Name
(Date of Birth)

Reappointment
1

Kazuo Sumi
（Apr. 19, 1949）

Summary of Career andImportant Positions of Other Organizations Concurrently Held
Apr. 1973
Jun. 2000
Jun. 2002
Jun. 2003
Apr. 2005
Oct. 2006
Apr. 2008
Apr. 2013
Apr. 2013
Mar. 2014
Apr. 1970
Jun. 2002
Jun. 2005

Reappointment
2

Shinya Sakai（Feb. 9, 1948）

Jun. 2006
Oct. 2006
Jun. 2008
Apr. 2011
Mar. 1957

3

Reappointment
Candidate for the
position of Outside
Director
Noriyuki Inoue（Mar. 17,1935)

4

Reappointment
Candidate for the
position of Outside
Director
Shosuke Mori(Aug. 6, 1940)

Jun. 1994
Jun. 2002
Jun. 2003
Apr. 2005
Oct. 2006
Jun. 2014

Joined Hankyu Corporation
Director of Hankyu Corporation
Managing Director of Hankyu Corporation
President and Representative Director of Hankyu Corporation
President and Representative Director of Hankyu Holdings, Inc.
President and Representative of the Company (to present)
Director of Hankyu Hanshin Hotels Co., Ltd. (to present)
Director of HANKYU TRAVEL INTERNATIONAL CO., LTD.
(to present)
Director of HANKYU HANSHIN EXPRESS Co., Ltd. (topresent)
Chairman and Representative Director of Hankyu Corporation(to present)
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 HANSHIN ELECTRIC
RAILWAY CO., LTD.
Representative Director of the Company (to present)
Chairman and Representative Director of HANSHIN Tigers
Baseball Club, Ltd. (to present)
Chairman and Representative Director of HANSHIN ELECTRIC
RAILWAY CO., LTD. (to present)
Joined DAIKIN INDUSTRIES, LTD.
President and Representative Director of DAIKININDUSTRIES, LTD.
Chairman and Representative Director and CEO of DAIKININDUSTRIES, 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)

Apr. 1963

Joined The Kansai Electric Power Company, Incorporated

Jun. 2005

President and Representative Director of The Kansai ElectricPower Company, Incorporated
Director of the Company (to present)

Jun. 2010
Jun. 2010

Chairman and Representative Director of The Kansai ElectricPower Company, Incorporated (to present)

19

Number of
Shares of theCompany
Owned

176,200 shares

72,260 shares

32,000 shares

36,000 shares

No.

Name
(Date of Birth)

Summary of Career andImportant Positions of Other Organizations Concurrently Held
Apr. 1964
Jun. 2000
Jun. 2000
Apr. 2005

Reappointment
5

Shunichi Sugioka（Apr. 1, 1940)

Apr. 2005
Oct. 2006
Oct. 2007
Apr. 2008
Oct. 2008
Apr. 2015
Apr. 2015

Reappointment
6

Takaoki Fujiwara（Feb. 23, 1952)

Apr. 1975
Jun. 2005
Jun. 2007
Apr. 2011
Jun. 2011
Apr. 1976

Reappointment
7

Yoshihiro Nakagawa（May 6, 1953)

Jun. 2005
Apr. 2007
Apr. 2013
Mar. 2014
Jun. 2014
Apr. 1971
Jun. 2000
Apr. 2008

Reappointment
8

Ichiro Namai（Oct. 29, 1947)

Apr. 2008
Apr. 2010
Jun. 2013
Apr. 2014

Reappointment
9

Seisaku Okafuji（Nov. 19, 1950)

Apr. 1974
Jun. 2005
Apr. 2008
Oct. 2009
Apr. 2010
Jun. 2013

Joined Hankyu Department Stores, Inc.
President and Representative Director of Hankyu Department
Stores, Inc.
Director of Hankyu Corporation
Chairman and Representative Director of Hankyu Department
Stores, Inc.
Director of Hankyu Holdings, Inc.
Director of the Company (to present)
Chairman and Representative Director and CEO of H2 O
RETAILING CORPORATION
Director of Hankyu Hanshin Hotels Co., Ltd. (to present)
Chairman and Representative Director of HANKYU HANSHINDEPARTMENT STORES, INC.
Director and Senior Advisor to the Board of H2 O RETAILINGCORPORATION (to present)
Director and Senior Advisor to the Board of HANKYU
HANSHIN DEPARTMENT STORES, INC. (to present)
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 HANSHIN ELECTRIC
RAILWAY CO., LTD. (to present)
Director of the Company (to present)
Joined Hankyu Corporation
Director of Hankyu Corporation
Managing Director of Hankyu Corporation
Senior Managing Director and Representative Director ofHankyu Corporation
President and Representative Director of Hankyu Corporation(to present)
Director of the Company (to present)
Joined HANKYU TRAVEL INTERNATIONAL CO., LTD.
Director of HANKYU TRAVEL INTERNATIONAL CO., LTD.
Executive Vice President and Representative Director of
HANKYU TRAVEL INTERNATIONAL CO., LTD.
Audit & Supervisory Board Member of Hankyu Hanshin Hotels
Co., Ltd. (to present)
President and Representative Director of HANKYU TRAVELINTERNATIONAL CO., LTD.
Director of the Company (to present)
Chairman and Representative Director of HANKYU TRAVELINTERNATIONAL CO., LTD. (to present)
Joined HANKYU TRAVEL INTERNATIONAL CO., LTD.
Director of HANKYU TRAVEL INTERNATIONAL CO., LTD.
Director of Hankyu Express International Co., Ltd.
Director of HANKYU HANSHIN EXPRESS Co., Ltd.
President and Representative Director of HANKYU HANSHIN
EXPRESS Co., Ltd. (to present)
Director of the Company (to present)20

Number of
Shares of theCompany
Owned

62,000 shares

49,600 shares

67,000 shares

31,000 shares

19,000 shares

Name(Date of Birth)No.

Reappointment
10

Mitsuo Nozaki（Apr. 8, 1958)

Summary of Career andImportant Positions of Other Organizations Concurrently Held
Apr. 1981
Jun. 2005
Jun. 2006
Oct. 2006
Apr. 2007
Apr. 2013
Apr. 2013
Nov. 2013
Apr. 1981

Reappointment
11

Masao Shin
(May 22, 1957)

Jun. 2006
Oct. 2006
Apr. 2008
Apr. 2013
Apr. 2014
Jun. 2014

Reappointment
12

Naohisa Nogami(Jul. 30, 1958)

Apr. 1982
Apr. 2007
Apr. 2013
Mar. 2014
Apr. 2014
Apr. 2014
Jun. 2014
Apr. 2015

Apr. 1975
May 2011

New
13

Yoshishige Shimatani（Mar. 5, 1952)(Notes)1.

Joined Hankyu Corporation
Director of Hankyu Corporation
Director of Hankyu Holdings, Inc.
Director of the Company
Managing Director of Hankyu Corporation
Senior Managing Director of Hankyu Corporation (to present)
Director of the Company, overseeing Personnel and General
Affairs Division (to present)
Chairman of the Board of Hankyu Hanshin Hotels Co., Ltd. (topresent)
Joined HANSHIN ELECTRIC RAILWAY CO., LTD.
Director of HANSHIN ELECTRIC RAILWAY CO., LTD.
Director of the Company
Managing Director of HANSHIN ELECTRIC RAILWAY CO.,LTD.
Audit & Supervisory Board Member of Hankyu Hanshin Hotels
Co., Ltd. (to present)
Senior Managing Director of HANSHIN ELECTRIC RAILWAY
CO., LTD. (to present)
Director of the Company, overseeing Group Planning Division(Group Management Planning) (to present)
Joined Hankyu Corporation
Director of Hankyu Corporation
Managing Director of Hankyu Corporation
Senior Managing Director of Hankyu Corporation (to present)
Audit & Supervisory Board Member of HANKYU TRAVELINTERNATIONAL CO., LTD. (to present)
Audit & Supervisory Board Member of HANKYU HANSHIN
EXPRESS Co., Ltd. (to present)
Director of the Company
Director of the Company, overseeing Group Planning Division(Group Business Planning), General Manager of Group
Planning Division (to present)
Joined TOHO CO., LTD
President and Representative Director of TOHO CO., LTD. (topresent)

Number of
Shares of theCompany
Owned

81,000 shares

62,800 shares

59,650 shares

0 shares

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 Outside
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 therequirements for independence prescribed by the securities exchange.

4.

The reason to appoint Mr. Noriyuki Inoue and Mr. Shosuke Mori, respectively, is 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 experience and fromthe perspective of a business leader.
21

His term of office from the appointment as Outside Director of the Company to theclose of this General Meeting of Shareholders is twelve (12) years.
(2)

Mr. Shosuke Mori: Because he has 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,
Mr. Mori is expected to express opinions using his abundant managerial experience,and from the perspective of a business leader and with understanding of corporatesocial responsibility.
His term of office from the appointment as Outside Director of the Company to theclose of this General Meeting of Shareholders is five (5) years.
ANA Holdings Inc. (formerly All Nippon Airways Co., Ltd.) (“ANA”), where Mr.
Mori holds the position of director, entered into a plea bargain with the U.S.
Department of Justice regarding alleged price coordination for air passenger
transportation and air cargo in October 2010. ANA was also ordered to pay surcharge
by the Korea Fair Trade Commission for an alleged violation of the Fair Trade Act of
Korea in relation to air cargo in November 2010. With respect to this matter, Mr.
Mori proposed renewed preventative measures looking to the importance of social
responsibility, the strengthening of the compliance system and other such concerns at
the meeting of the board of directors of ANA.
In addition, it is noted that in January 2014, the Japan Fair Trade Commission issued acease and desist order and a surcharge payment order to Kanden Engineering
Corporation, where Mr. Mori holds the position of Audit & Supervisory Board
Member, because the company had substantially limited competition by colluding withother operators in conducting order intake adjustments. With respect to this matter, Mr.
Mori received reports on preventative measures and their implementation status, andtook necessary measures and fulfilled his responsibility as Audit & Supervisory Board
Member.

5.

The Company has entered into individual contracts with Messrs. Noriyuki Inoue and Shosuke
Mori, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act and Article
28 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 ordinances.

6.

Hankyu Corporation carried out 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 Travel International Co., Ltd. carried out corporate division on April 1, 2008,
whereby Hankyu Travel International Co., Ltd. transferred its travel business to Hankyu
Travel International Travel Business Succession Co., Ltd. (its trade name was changed toHankyu Travel International Co., Ltd. on April 1, 2008) and its international transportation
business to Hankyu Express International Co., Ltd., and changed its trade name to HANKYU
HANSHIN EXPRESS HOLDINGS CORPORATION at the same time.

9.

Hankyu Express International Co., Ltd. merged with Hanshin Air Cargo Co., Ltd. on October
1, 2009, and Hanshin Air Cargo Co., Ltd. changed its trade name to HANKYU HANSHIN
EXPRESS Co., Ltd. on October 1, 2009.
22

10.

HANKYU HANSHIN EXPRESS HOLDINGS CORPORATION merged with HANKYU
HANSHIN EXPRESS Co., Ltd. on April 1, 2013, and was dissolved.

11.

Hankyu Department Stores, Inc. carried out 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.

End.

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