Notice: This is a translation of the Notice of Convocation of the 183rd 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 26, 2021
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 183rd Ordinary General Meeting of Shareholders
Hankyu Hanshin Holdings, Inc. (the “Company”) hereby notifies you as follows that the 183rd Ordinary
General Meeting of Shareholders of the Company will be held as described below.
In order to avoid the risk of novel coronavirus infections at the meeting, we strongly recommend thatshareholders exercise their voting rights by mail or via the Internet instead of attending the meeting inperson. Please exercise your voting rights by mail or via the Internet after studying the Reference
Materials for the General Meeting of Shareholders attached below and confirming the Information on
the Exercise of Voting Rights on pages 3 and 4.
Details
1.

Date and Time

10:00 a.m., Wednesday, June 16, 2021

2.

Location of Meeting

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

3.

Purpose of Meeting
Matters for Reporting:1.

Report on the business report, consolidated financial statements and financial statements forthe 183rd fiscal year (April 1, 2020 to March 31, 2021)

2.

Report on the audit results of the consolidated financial statements for the 183rd fiscal yearby the Accounting Auditors and the Audit & Supervisory Committee

Matters for Resolution:
First Item of Business:

Appropriation of Retained Earnings

Second Item of Business:

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

Third Item of Business:

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

4.

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

*

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

*

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

*

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

2

Information on the Exercise of Voting Rights
There are three methods for exercising your voting rights:
 Voting 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 15, 2021 (Tuesday) Voting via the Internet
Please input your approval or disapproval in accordance with the instructions on the voting website.
Deadline for exercising voting rights: to be completed by 5:50 p.m. on June 15, 2021 (Tuesday) Voting at the General Meeting of Shareholders
Please present the enclosed voting form to the reception desk of the venue. You are also requested
to bring this Notice of Convocation of the General Meeting of Shareholders with you to the meeting.
* Please note that, in order to prevent unauthorized access to the designated website by third parties
other than shareholders (persons impersonating shareholders) and to prevent the alteration of votes,
if you wish to vote via the Internet, we request that you change your “temporary password” to apermanent password on the designated voting website.
* We will provide a new “login ID” and “temporary password” each time a General Meeting of
Shareholders is convened.
* All costs associated with accessing the voting website via PC, smartphone or mobile phone (costs ofinternet connections, and data fees, etc.) are to be borne by the shareholder.
* Voting via the Internet is available only by gaining access to the voting website designated by theCompany (https://evote.tr.mufg.jp/). However, please note that you cannot vote via the Internet on
the voting website between the hours of 2:00 a.m. and 5:00 a.m.
* Please note that you may not be able to vote via PC or smartphone on the designated voting website
depending on your Internet settings or models. You are advised to vote early, and please contact theHelp Desk described on page 4 if you have any questions.
If you will be attending the General Meeting of Shareholders, you are not required to follow the proceduresfor voting by mail or via the Internet.
If you vote by both mail and via the Internet, the Company will treat the vote cast via the Internet as effective.
If you vote via the Internet multiple times, the final vote cast will be deemed as effective. If you vote via aPC, a smartphone or a mobile phone multiple times, the final vote cast will be deemed as effective.

3

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

4Reference Materials for General Meeting of Shareholders
Items of Business and Reference MattersFirst Item of Business: Appropriation of Retained Earnings
The Company intends to maintain stable dividends, and for the current fiscal year it wishes to pay final
dividends as follows:(1)

Matters relating to, and total amount of, dividend property to be allotted to the shareholders:
25 yen per share of common stock, totaling 6,063,091,075 yen* As interim dividends of 25 yen per share of common stock were distributed, annual dividends
for the current fiscal year amount to 50 yen per share.

(2)

Date that the distribution of retained earnings becomes effective:
June 17, 2021

5

Second Item of Business: Election of Eight (8) Directors (Excluding Directors Who Are Audit &Supervisory Committee Members)
The terms of office of all eight (8) Directors (excluding Directors Who Are Audit & Supervisory Committee
Members and the same shall apply hereafter in this Item of Business) shall expire at the close of this General
Meeting of Shareholders. Accordingly, the Company proposes the election of eight (8) Directors. The Audit &Supervisory Committee believes that all candidates are appropriate.
The candidates for the position of Director are as follows.
No.

Name
(Date of Birth)(Gender)

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

Joined Hankyu Corporation

Jun. 2000

Director of Hankyu Corporation

Jun. 2002

Managing Director of Hankyu Corporation

Jun. 2003

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

Apr. 2005

Reelection
1

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

Oct. 2006
Mar. 2014
Jun. 2017

Important Positions of Other Organizations Concurrently Held:
Chairman and Representative Director of Hankyu Corporation
Director of HANKYU TRAVEL INTERNATIONAL CO., LTD.
Director of Hankyu Hanshin Hotels Co., Ltd.
Director of H2O RETAILING CORPORATION
External Director of ASICS Corporation
Director of TOHO CO., LTD.
Director of TOKYO RAKUTENCHI CO., LTD.

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

Reelection

Jun. 2016

TakehiroSugiyama(Nov. 20, 1958)(Male)

Apr. 2017
Jun. 2017

Number of Sharesof the Company
Owned

25,250 shares

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

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

Oct. 2006
Apr. 2008

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

Apr. 2014
Reelection
3

Masao Shin
(May 22, 1957)(Male)

Apr. 2017
Jun. 2017

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

7

17,260 shares

No.

4

Name
(Date of Birth)(Gender)

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

Joined DAIKIN INDUSTRIES, LTD.

Jun. 1994

President and Representative Director of DAIKININDUSTRIES, LTD.

Reelection

Jun. 2002

Candidate for the
position of
Independent
External Director

Jun. 2003
Apr. 2005
Oct. 2006

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

Jun. 2014
Noriyuki Inoue(Mar. 17,1935)(Male)

Number of Sharesof the Company
Owned

8,300 shares

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

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

Reelection

5

Candidate for the
position of
Independent
External Director
Noriko Endo
(May 6, 1968)(Female)Reelection

6

Candidate for the
position of
Independent
External Director
Yuki Tsuru(May 16, 1969)(Female)Jun. 1994

Joined DAIAMOND, Inc.

Sep. 2013

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

Apr. 2015
Jun. 2019
Apr. 2020

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

500 shares

Important Positions of Other Organizations Concurrently Held:
Project Professor of Global Research Institute of Keio University
External Director of NTT DOCOMO, INC.
External Director of AIN HOLDINGS INC.
External Director of Techpoint, Inc.
Apr. 2000
Apr. 2016

Attorney at law (to present)
Auditor of Hitotsubashi University

Jun. 2020

Director of the Company (to present)

Important Positions of Other Organizations Concurrently Held:
Attorney at law

8

200 shares

Name(Date of Birth)(Gender)No.

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

7

Summary of Career and Important Positions of Other Organizations
Concurrently Held
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:

3,400 shares

President and Representative Director of TOHO CO., LTD.
External Director of FUJI MEDIA HOLDINGS, INC.
External Director of Tokyo Kaikan Co., Ltd.
Director of TOKYO RAKUTENCHI CO., LTD.
Apr. 1981
Mar. 2012
Jun. 2012
Jun. 2017

8

Number of Sharesof the Company
Owned

Reelection

Apr. 2020

Naoya Araki(May 14, 1957)(Male)

Apr. 2020

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

1,300 shares

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

(Notes)1.

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

2.

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

3.

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

4.

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

5.

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

6.

The reasons to elect Mr. Noriyuki Inoue, Ms. Noriko Endo and Ms. Yuki Tsuru and an outlineof the expected roles of these three members, respectively, are as follows.
9

Reasons for election:(1)

Mr. Noriyuki Inoue: Because for a long time he has held the position of representative
director of DAIKIN INDUSTRIES, LTD. and vice-chairman of Kansai Economic
Federation, he is expected to express opinions using his abundant management
experience and from the perspective of a business leader.
His term of office from election as an External Director of the Company to the close ofthis General Meeting of Shareholders is eighteen (18) years.
The Kansai Electric Power Co., Inc., at which Mr. Inoue had served as external director,
was issued an order for business improvement by the Minister of Economy, Trade andIndustry in March 2020, regarding the receipt of large amounts of cash and gifts byemployees and executives of The Kansai Electric Power Co., Inc. from a former deputy
mayor of Takahama in Fukui Prefecture.
Although Mr. Inoue was not aware of these problems before these incidents came to light,
he had been leveraging his abundant experience and knowledge as a corporate manager
to make recommendations from the standpoint of reinforcing governance andcompliance at meetings of the board of directors and other meetings of that company ona routine basis; and after he became aware of these problems, he has been fulfilling his
duties by making recommendations to thoroughly identify the causes and to formulate
business improvement plans to prevent the recurrence of such incidents.

(2)

Ms. Noriko Endo: Because she is expected to express opinions using her abundant
experience and knowledge obtained through her public policy studies.
Her term of office from election as an External Director of the Company to the close ofthis General Meeting of Shareholders is two (2) years.

(3)

Ms. Yuki Tsuru: Because she is expected to express opinions particularly from thestandpoint of ensuring compliance in the management of the Company, given that she iscurrently an actively practicing attorney at law.
Her term of office from election as an External Director of the Company to the close ofthis General Meeting of Shareholders is one (1) year.

Outline of expected roles:
The Company expects these three members to utilize the respective standpoints and the likedescribed above to strengthen the oversight and supervisory function over the Groupmanagement and improve the quality of its decision making.
7.

The Company has entered into individual contracts with Mr. Noriyuki Inoue, Ms. Noriko Endo,
Ms. Yuki Tsuru, Mr. Yoshishige Shimatani and Mr. Naoya Araki, respectively, pursuant to theprovisions of Article 427, Paragraph 1 of the Companies Act and Article 27 of the Articles ofIncorporation 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 the amount specified by laws
and regulations.

8.

The Company has entered into a directors and officers liability insurance contract provided forin Article 430-3, Paragraph 1 of the Companies Act with an insurance company. In the eventof damages being claimed as a result of business execution by the insureds (which include
Directors of the Company), the said insurance contract shall compensate for damages and legal
10expenses to be borne by the insureds. The candidates will be included as insureds in the said
insurance contract, subject to the approval of their respective elections as proposed.
In addition, the Company plans to renew the insurance contract under the same terms andconditions at the next time of renewal.
9.

Mr. Masao Shin is scheduled to become an External Director of SHINKI BUS CO., LTD. as ofJune 25, 2021.

10.

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

11.

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.

12.

Hankyu Department Stores, Inc. carried out a demerger on October 1, 2007, whereby Hankyu
Department Stores, Inc. transferred its department store business to the newly establishedHankyu 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: Election of One (1) Substitute Director Who Is an Audit & Supervisory
Committee Member
The election of the current Substitute Director Who Is an Audit & Supervisory Committee Member is valid
up to the time of commencement of this General Meeting of Shareholders. Accordingly, the Company
proposes the election of one (1) Substitute Director Who Is an Audit & Supervisory Committee Member, in
preparation for instances in which the number of Audit & Supervisory Committee Members falls short of thestatutory minimum.
Prior approval of the Audit & Supervisory Committee has been obtained for proposing this Item of Business.
The candidate for the position of Substitute Director Who Is an Audit & Supervisory Committee Member is
as follows.
Name(Date of Birth)(Gender)
Reelection
Candidate for the
position of Independent
External Director

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

Attorney at law (to present)

Apr. 2016

Auditor of Hitotsubashi University

Jun. 2020

Director of the Company (to present)

Important Positions of Other Organizations Concurrently Held:

Number of Sharesof the Company
Owned

200 shares

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

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

2.

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

3.

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

4.

The reasons to elect Ms. Yuki Tsuru and an outline of the expected role are as follows.
Reasons for election:
Because she is expected to express opinions particularly from the standpoint of ensuring
compliance in the management of the Company, given that she is currently an actively
practicing attorney at law.
Outline of expected role:
12The Company expects her to utilize the standpoint described above to secure the effectivenessand efficiency of the audit by the Audit & Supervisory Committee.
5.

The Company has entered into a contract with Ms. Yuki Tsuru pursuant to the provisions ofArticle 427, Paragraph 1 of the Companies Act and Article 27 of the Articles of Incorporationof the Company, to the effect that her liability for damages under Article 423, Paragraph 1 of
the Companies Act shall be limited to the amount specified by laws and regulations, and suchcontract will be continued if she assumes office as a Director Who Is an Audit & Supervisory
Committee Member.

6.

The Company has entered into a directors and officers liability insurance contract provided forin Article 430-3, Paragraph 1 of the Companies Act with an insurance company. In the eventof damages being claimed as a result of business execution by the insureds (which include
Directors of the Company), the said insurance contract shall compensate for damages and legal
expenses to be borne by the insureds. Ms. Yuki Tsuru will be included as an insured in the said
insurance contract in the case she takes office as a Director Who Is an Audit & Supervisory
Committee Member.
In addition, the Company plans to renew the insurance contract under the same terms andconditions at the next time of renewal.
End of Document13