Notice: This is a translation of the Notice of Convocation of the 178th 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 24, 2016
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 178th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 178th Ordinary General Meeting of Shareholders of the Company to
be held as described below.
If you are unable to attend the meeting, please exercise your voting rights by mail or via the Internet
after studying the following reference materials for the General Meeting of Shareholders andconfirming the Information on the Exercise of Voting Rights on pages 3 through 4.

Details
1.

Date and Time

10:00 a.m., Tuesday, June 14, 20162.

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 178th fiscal year (April 1, 2015 to March 31, 2016)

2.

Report on the audit results of the consolidated financial statements for the 178th 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:

Shares Consolidation

Third Item of Business:

Partial Amendment to the Articles of Incorporation

Fourth Item of Business:

Election of fourteen (14) Directors

Fifth Item of Business:

Election of one (1) Audit & Supervisory Board Member

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

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

*

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

2

Information on the Exercise of Voting Rights
There are three methods for exercising your voting rights:
 Voting at the General Meeting of Shareholders
Please present the enclosed voting form to the reception desk of the venue. You are also requested
to bring this Notice of Convocation of the General Meeting of Shareholders with you to themeeting.
 Voting by mailPlease indicate your approval or disapproval of the Items of Business on the enclosed voting form
and return the completed form to the Company to arrive by the designated deadline noted below.
Deadline for exercising voting rights: to arrive by 5:50 p.m. on June 13, 2016 (Monday) Voting via the Internet
Please access the voting website designated by the Company (http://www.evote.jp/) and input yourapproval or disapproval of the Items of Business and complete by the designated deadline noted
below.
Deadline for exercising voting rights: to be completed by 5:50 p.m. on June 13, 2016 (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, etc., that are in place toregulate your Internet connection, anti-virus software that has been installed, use of a proxy
server or no designation of TLS encrypted communication.

(iii)

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

(iv)

The Company will accept votes via the Internet received by the end of business hours (5:50
p.m.) on June 13, 2016 (Monday), which is the day immediately prior to the date of theGeneral Meeting of Shareholders. However, you are advised to vote early, and please contact
the Help Desk described below if you have any questions.

Method for voting(i)On the voting website (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 your“temporary password” to a permanent password on the designated voting website.
3

(iii)(3)

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

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

Handling of duplicate voting via the Internet
If you vote via the Internet multiple times, the final vote cast will be deemed as effective. If you votevia a PC, a smartphone or a mobile phone multiple times, the final vote cast will be deemed as
effective.
Handling of duplicate voting by mail and via the Internet
If you vote by both mail and via the Internet, the Company will treat the vote cast via the Internet as
effective.
Information on electronic voting platform
Nominal shareholders (including standing proxies) such as management trust banks may use theelectronic voting platform operated by ICJ, Inc. (which was established by Tokyo Stock Exchange,
Inc. and another company) by applying in advance.

For further assistance regarding IT matters, please contact:
Corporate Agency Division (Help Desk)
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (9:00 to 21:00 (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.
The Company has the basic policy to continue distributing constant dividends, while having set the target
total return ratio of 25% for conducting share buyback.
* Total return ratio: the aggregate of the total annual dividend and purchases of treasury stock as apercentage of consolidated net income
For the current fiscal year, the Company wishes to pay final dividends as follows:(1)

Matters relating to, and total amount of, dividend property to be allotted to the shareholders:
3.50 yen per share of common stock, totaling 4,413,604,811 yen* As interim dividends of 3.50 yen per share of common stock were distributed, annual
dividends for the current fiscal year amount to 7 yen per share, which is 1 yen per share
increase compared with the previous fiscal year.

(2)

Date that the distribution of retained earnings becomes effective:
June 15, 20165

Second Item of Business: Shares Consolidation
1.

Reason for Shares Consolidation

The Japanese stock exchanges have announced the “Action Plan for Consolidating Trading Units” aiming
to unify the share trading unit of shares of common stock of all domestic companies listed on the Japanesestock exchanges to one hundred (100) shares by October 1, 2018. The Company, the shares of common
stock of which are listed on the Tokyo Stock Exchange, respects this policy and intends to change its
number of shares of common stock constituting one share unit from the current one thousand (1,000) to one
hundred (100). In line with this change, the Company also intends to implement a consolidation of its
shares of common stock in order to adjust the investment unit to an appropriate level taking into
consideration possible future changes in share prices in the medium to long term.

2.

Consolidation Ratio

Every five (5) shares of common stock of the Company will be consolidated into one (1) share.
If any fraction of a share is produced by such consolidation, the Company will pay a cash amount inproportion to such fraction to the holder thereof, in accordance with the provisions of the Companies Act.

3.

Effective Date of Shares Consolidation

August 1, 20164.

Total Number of Shares Authorized to be Issued as of the Effective Date

640,000,000 shares

5.

Others

The shares consolidation in this proposal shall take effect on the condition that the Third Item of Business(Partial Amendment to the Articles of Incorporation) is approved as proposed. It is also proposed that allother necessary procedural matters for implementing the shares consolidation be entrusted to the Board of
Directors.

(Note) As a result of the shares consolidation, the number of shares held by each shareholder will be
reduced to one-fifth (1/5) of the number of shares held prior to the consolidation. However, since
there is no change in the Company's assets and capital before and after such consolidation, there
will be no change in the asset value of shares of the Company held by each shareholder, unlessaffected by other factors such as changes in the stock market conditions.

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

Reason for the Proposal(1) On the condition that the Second Item of Business (Shares Consolidation) is approved as
proposed, the Company proposes to amend Article 6 of the existing Articles of Incorporation
so that the total number of shares authorized to be issued will be reduced in proportion to theratio of the shares consolidation, and to amend Article 8 thereof so that the number of sharesconstituting one share unit will be changed from one thousand (1,000) to one hundred (100).
(Please see Articles 6 and 8 of the Proposed Amendments below.)
In respect of these amendments, a supplementary provision will be established to provide thatthe amendments will become effective on August 1, 2016, which is the effective date of theshares consolidation as stated in the Second Item of Business. Such supplementary provision
will be automatically deleted when such effective date has passed.
(2) As the scope of directors and Audit & Supervisory Board Members who can enter into acontract with the relevant company to limit their liability has been broadened by the “Act for
the Partial Amendment of the Companies Act” (Law No. 90 of 2014), the Company proposes
to amend Articles 28 and 35 of the existing Articles of Incorporation in order to enable its
Directors and Audit & Supervisory Board Members to fully perform their expected roles.
(Please see Articles 28 and 35 of the Proposed Amendments below.).
With respect to the proposed amendment of Article 28 of the existing Articles of Incorporation,
approval of all Audit & Supervisory Board Members has been obtained.

2.

Details of the Proposed Amendments
Current Articles of Incorporation

Proposed Amendments

Article 6. (Total Number of Shares Authorized to be

Article 6. (Total Number of Shares Authorized to be

Issued)Issued)The total number of shares authorized to be issued by

The total number of shares authorized to be issued by

the Company shall be three billion two hundred

the Company shall be six hundred and forty million

million (3,200,000,000).

(640,000,000).

Article 8. (Share Unit)

Article 8. (Share Unit)

The number of shares of a share unit of the Company

The number of shares of a share unit of the Company

shall be one thousand (1,000).

shall be one hundred (100).

7

Current Articles of Incorporation

Proposed Amendments
Article 28. (Contracts with Directors to Limit

Article 28. (Contracts with Outside Directors to Limit

Liability)

Liability)

The Company may enter into a contract with Directors

The Company may enter into a contract with Outside(excluding those who are Executive Directors or the

Directors to limit their liability for damages, up to thelike) to limit their liability for damages, up to the

maximum amount specified by laws and ordinances,maximum amount specified by laws and ordinances,with regard to their liability as described in Article

with regard to their liability as described in Article

423, Paragraph 1 of the Companies Act as long as they423, Paragraph 1 of the Companies Act as long as they

have acted in good faith and without gross negligence.
Article 35. (Contracts with

Outsidehave acted in good faith and without gross negligence.
Article 35. (Contracts with Audit & Supervisory Board

Audit &

Supervisory Board Members to Limit Liability)

Members to Limit Liability)

The Company may enter into a contract with Outside

The Company may enter into a contract with Audit &Audit & Supervisory Board Members to limit their

Supervisory Board Members to limit their liability forliability for damages, up to the maximum amountdamages, up to the maximum amount specified by

specified by laws and ordinances, with regard to theirlaws and ordinances, with regard to their liability as

liability as described in Article 423, Paragraph 1 of thedescribed in Article 423, Paragraph 1 of theCompanies Act as long as they have acted in good

Companies Act as long as they have acted in goodfaith and without gross negligence.

faith and without gross negligence.
Supplementary Provision
Article 1. The amendments to Articles 6 and 8 shall(New)

take effect on August 1, 2016.
This article shall be deleted after August 1, 2016.

(Note) Amended parts are underlined.

8

Fourth Item of Business: Election of fourteen (14) 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 election of fourteen (14) Directors.
The candidates for the positions of Director are as follows:

No.

Name
(Date of Birth)

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Apr. 1973

Joined Hankyu Corporation

Jun. 2000

Director of Hankyu Corporation

Jun. 2002

Managing Director of Hankyu Corporation

Jun. 2003

President

andRepresentative

DirectorofHankyuRepresentative

DirectorofHankyuNumberof Sharesof theCompany
Owned

Corporation
Reelection
1

Kazuo Sumi
(Apr. 19, 1949)

Apr. 2005

President

andHoldings, Inc.
Oct. 2006

President and Representative of the Company (to present)

Apr. 2008

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

Apr. 2013

Director of HANKYU TRAVEL INTERNATIONAL

176,200
sharesCO., LTD. (to present)
Apr. 2013

Director of HANKYU HANSHIN EXPRESS Co., Ltd. (topresent)

Mar. 2014

Chairman and Representative Director of Hankyu
Corporation (to present)

Apr. 1970

Joined HANSHIN ELECTRIC RAILWAY CO., LTD.

Jun. 2002

Director of HANSHIN ELECTRIC RAILWAY CO.,LTD.

Jun. 2005

CO., LTD.

Reelection
2

Jun. 2006
Shinya Sakai(Feb. 9, 1948)

Managing Director of HANSHIN ELECTRIC RAILWAY

President and Representative Director of HANSHIN

73,260ELECTRIC RAILWAY CO., LTD.

sharesOct. 2006

Representative Director of the Company (to present)

Jun. 2008

Chairman and Representative Director of HANSHIN
Tigers Baseball Club, Ltd. (to present)

Apr. 2011

Chairman and Representative Director of HANSHINELECTRIC RAILWAY CO., LTD. (to present)

9

No.

Name
(Date of Birth)

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Mar. 1957

Joined DAIKIN INDUSTRIES, LTD.

Jun. 1994

President and Representative Director of DAIKIN

Reelection
Candidate for the

INDUSTRIES, LTD.
Jun. 2002

position of Outside3

Director

Noriyuki Inoue(Mar. 17,1935)

Numberof Sharesof theCompany
Owned

Chairman and Representative Director and CEO ofDAIKIN INDUSTRIES, LTD.

33,000Jun. 2003

Director of Hankyu Corporation

sharesApr. 2005

Director of Hankyu Holdings, Inc.

Oct. 2006

Director of the Company (to present)

Jun. 2014

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

Reelection

Apr. 1963

Joined The Kansai Electric Power Company, Incorporated

Candidate for theJun. 2005

President and Representative Director of The Kansai

position of Outside
4

Director

Electric Power Company, Incorporated

41,000Jun. 2010

Director of the Company (to present)

Jun. 2010

Chairman and Representative Director of The Kansai

Shosuke Mori

sharesElectric Power Company, Incorporated (to present)(Aug. 6, 1940)
Apr. 1964

Joined Hankyu Department Stores, Inc.

Jun. 2000

President

andRepresentative

DirectorofHankyuDepartment Stores, Inc.
Jun. 2000

Director of Hankyu Corporation

Apr. 2005

Chairman and Representative Director of Hankyu
Department Stores, Inc.

Reelection
5

Shunichi Sugioka

Apr. 2005

Director of Hankyu Holdings, Inc.

Oct. 2006

Director of the Company (to present)

Oct. 2007

Chairman and Representative Director and CEO of H2O
RETAILING CORPORATION(Apr. 1, 1940)
Apr. 2008

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

Oct. 2008

Chairman and Representative Director of HANKYU
HANSHIN DEPARTMENT STORES, INC.

Apr. 2015

Director and Senior Advisor to the Board of H2O
RETAILING CORPORATION (to present)

Apr. 2015

Director and Senior Advisor to the Board of HANKYU
HANSHIN DEPARTMENT STORES, INC. (to present)
10

63,000sharesNo.

Name(Date of Birth)

Reelection

6

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.,Yoshishige
ShimataniLTD. (to present)

Numberof Sharesof theCompany
Owned

2,000
sharesJun. 2015

Director of the Company (to present)

Apr. 1975

Joined HANSHIN ELECTRIC RAILWAY CO., LTD.

Jun. 2005

Director of HANSHIN ELECTRIC RAILWAY CO.,(Mar. 5, 1952)

LTD.
Reelection
7

Takaoki Fujiwara

Jun. 2007

Apr. 2011

Managing Director of HANSHIN ELECTRIC RAILWAY
CO., LTD.

52,600President and Representative Director of HANSHIN

sharesELECTRIC RAILWAY CO., LTD. (to present)(Feb. 23, 1952)
Jun. 2011

Director of the Company (to present)

Apr. 2015

Chairman and Representative Director of Hanshin Hotel
Systems Co, Ltd. (to present)

Reelection
8

Apr. 1976

Joined Hankyu Corporation

Jun. 2005

Director of Hankyu Corporation

Apr. 2007

Managing Director of Hankyu Corporation

Apr. 2013

Senior Managing Director and Representative Director of

69,000Hankyu Corporation

sharesYoshihiro Nakagawa(May 6, 1953)

Mar. 2014

President

andRepresentative

Director

Corporation (to present)
Jun. 2014

Director of the Company (to present)

11

ofHankyuNo.

Name(Date of Birth)

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Apr. 1971

Numberof Sharesof theCompany
Owned

Joined HANKYU TRAVEL INTERNATIONAL CO.,LTD.

Jun. 2000

Director of HANKYU TRAVEL INTERNATIONAL
CO., LTD.

Apr. 2008
Reelection
9

Ichiro Namai

Executive Vice President and Representative Director of
HANKYU TRAVEL INTERNATIONAL CO., LTD.

Apr. 2008

Audit & Supervisory Board Member of Hankyu Hanshin
Hotels Co., Ltd. (to present)(Oct. 29, 1947)
Apr. 2010

35,000sharesPresident and Representative Director of HANKYUTRAVEL INTERNATIONAL CO., LTD.

Jun. 2013

Director of the Company (to present)

Apr. 2014

Chairman and Representative Director of HANKYUTRAVEL INTERNATIONAL CO., LTD. (to present)

Apr. 1974

Joined HANKYU TRAVEL INTERNATIONAL CO.,LTD.

Jun. 2005
Reelection
10

Seisaku Okafuji(Nov. 19, 1950)

Director of HANKYU TRAVEL INTERNATIONAL
CO., LTD.

Apr. 2008

Director of Hankyu Express International Co., Ltd.

Oct. 2009

Director of HANKYU HANSHIN EXPRESS Co., Ltd.

Apr. 2010

President and Representative Director of HANKYU

22,000shares

HANSHIN EXPRESS Co., Ltd. (to present)

Reelection
11

Mitsuo Nozaki

Jun. 2013

Director of the Company (to present)

Apr. 1981

Joined Hankyu Corporation

Jun. 2005

Director of Hankyu Corporation

Jun. 2006

Director of Hankyu Holdings, Inc.

Oct. 2006

Director of the Company

Apr. 2007

Managing Director of Hankyu Corporation

Apr. 2013

Senior Managing Director of Hankyu Corporation (topresent)(Apr. 8, 1958)
Apr. 2013

Director of the Company, overseeing Personnel andGeneral Affairs Division (to present)

Nov. 2013

Chairman of the Board of Hankyu Hanshin Hotels Co.,
Ltd. (to present)

12

81,000sharesName(Date of Birth)No.

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Apr. 1981

Joined HANSHIN ELECTRIC RAILWAY CO., LTD.

Jun. 2006

Director of HANSHIN ELECTRIC RAILWAY CO.,

Numberof Sharesof theCompany
Owned

LTD.
Oct. 2006

Director of the Company

Apr. 2008

Managing Director of HANSHIN ELECTRIC RAILWAY

Reelection
Apr. 201312

Masao Shin
(May 22, 1957)

CO., LTD.

70,800

Audit & Supervisory Board Member of Hankyu Hanshin

sharesHotels Co., Ltd. (to present)
Apr. 2014

Senior Managing Director of HANSHIN ELECTRIC
RAILWAY CO., LTD. (to present)

Jun. 2014

Director of the Company, overseeing Group Planning
Division (Group Management Planning) (to present)

Apr. 2016

Director of Hankyu Corporation (to present)

Apr. 1982

Joined Hankyu Corporation

Apr. 2007

Director of Hankyu Corporation

Apr. 2013

Managing Director of Hankyu Corporation

Mar. 2014

Senior Managing Director of Hankyu Corporation (toReelection

present)
Apr. 201413

Naohisa Nogami(Jul. 30, 1958)

Audit & Supervisory Board Member of HANKYUTRAVEL INTERNATIONAL CO., LTD. (to present)

Apr. 2014

65,650sharesAudit & Supervisory Board Member of HANKYU
HANSHIN EXPRESS Co., Ltd. (to present)

Jun. 2014

Director of the Company, overseeing Group Planning
Division (Group Business Planning) (to present)

14

Apr. 1982

Joined Hankyu Corporation

Jun. 2005

Director of Hankyu Corporation

New

Jun. 2006

Director of Hankyu Holdings, Inc.

Takehiro Sugiyama

Oct. 2006

Director of the Company(Nov. 20, 1958)

Apr. 2007

Managing Director of Hankyu Corporation

Jun. 2013

President and Representative Director of Kobe Electric
Railway Co., Ltd. (to present)(Notes)1.

The candidates for the positions of Director have no special interest in the Company.
13

102,250
shares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 the
independence
criteria(postedontheCompany’s
website:http://www.hankyu-hanshin.co.jp/corporate/data/officer.html) stipulated by the Company
which takes into account the requirements for independence prescribed by the securities
exchange.

4.

The reasons to elect Mr. Noriyuki Inoue and Mr. Shosuke Mori, respectively, are as follows:(1)

Mr. Noriyuki Inoue: Because he has held the position of representative director of
DAIKIN INDUSTRIES, LTD. for a long time and as vice-chairman of Kansai
Economic Federation, he is expected to express opinions using his abundant experienceand from the perspective of a business leader.
His term of office from election as an Outside Director of the Company to the close ofthis General Meeting of Shareholders is thirteen (13) 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 businessexpected to benefit the public as our group does, and of chairman of Kansai Economic
Federation, he is expected to express opinions using his abundant managerial
experience, and from the perspective of a business leader and with understanding ofcorporate social responsibility.
His term of office from election as an Outside Director of the Company to the close ofthis General Meeting of Shareholders is six (6) years.
It is noted that in January 2014, the Japan Fair Trade Commission issued a cease anddesist order and a surcharge payment order to Kanden Engineering Corporation, where
Mr. Mori holds the position of Audit & Supervisory Board Member, because thecompany had substantially limited competition by colluding with other operators in
conducting order intake adjustments. With respect to this matter, Mr. Mori received
reports on preventative measures and their implementation status, and took necessary
measures and fulfilled his responsibility as an 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.

On the condition that the Third Item of Business (Partial Amendment to the Articles ofIncorporation) and this Fourth Item of Business are approved as proposed, the Company willenter into individual contracts with Messrs. Shunichi Sugioka and Yoshishige Shimatani,
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 fordamages under Article 423, Paragraph 1 of the Companies Act shall be limited to the amountspecified by laws and ordinances.

7.

Mr. Takehiro Sugiyama is expected to be elected as Executive Vice President andRepresentative Director of Hankyu Corporation on June 14, 2016.

8.

Hankyu Corporation carried out a corporate division on April 1, 2005, whereby Hankyu
14

Corporation transferred its railway business and all other businesses to Hankyu Railway
Business Succession Co., Ltd. (its trade name was changed to Hankyu Corporation on April 1,
2005), and changed its trade name to Hankyu Holdings, Inc. at the same time.
9.

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

10.

HANKYU TRAVEL INTERNATIONAL CO., LTD. carried out a 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 tradename was changed to HANKYU TRAVEL INTERNATIONAL CO., LTD. on April 1, 2008)
and its international transportation business to Hankyu Express International Co., Ltd., andchanged its trade name to HANKYU HANSHIN EXPRESS HOLDINGS CORPORATION at
the same time.

11.

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.

12.

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

13.

Hankyu Department Stores, Inc. carried out a corporate division on October 1, 2007, whereby
Hankyu Department Stores, Inc. transferred its department store business to the newly
established Hankyu Department Stores, Inc., and changed its trade name to H2O RETAILINGCORPORATION at the same time. In addition, the newly established Hankyu Department
Stores, Inc. merged with Hanshin Department Stores, Inc., on October 1, 2008, and changed
its trade name to HANKYU HANSHIN DEPARTMENT STORES, INC.

15

Fifth Item of Business: Election of one (1) Audit & Supervisory Board Member
Because the term of office of Mr. Tsunenori Kawashima expires at the close of this General Meeting of
Shareholders, the Company requests the election of one (1) Audit & Supervisory Board Member.
The Audit & Supervisory Board has previously given its approval on this proposal.
The candidate for the position of Audit & Supervisory Board Member is as follows:

Name(Date of Birth)

New
Koichi Kobayashi(Dec. 13, 1959)(Notes)1.

Summary of Career and Important Positions of Other Organizations
Concurrently Held
Apr. 1982
Jun. 2005
Oct. 2006
Apr. 2013

Joined Hankyu Corporation
Director of Hankyu Holdings, Inc.
Director of the Company
Director of Hankyu Corporation

Apr. 2015

Managing Director of Hankyu Corporation

Apr. 2016

Full-time Audit & Supervisory Board Member ofHankyu Corporation (to present)

Number of
Shares of theCompany
Owned

138,397
shares

The candidate for the position of Audit & Supervisory Board Member has no special interest in
the Company.

2.

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

3.

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

End of Document16