[Translation]
Securities Code: 9042
May 23, 2014
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 176th Ordinary General Meeting of Shareholders

You are cordially invited to attend the 176th 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., Friday, June 13, 20142.

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 176th fiscal year (April 1, 2013 to March 31, 2014)

2.

Report on the audit results of the consolidated financial statements for the 176th 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:

Appointment of thirteen (13) Directors

Third Item of Business:

Appointment of two (2) Audit & Supervisory Board
Members

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 the1business report, consolidated financial statements, financial statements and reference materials for
the General Meeting of Shareholders, the revisions will be posted on our website(http://holdings.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:
 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.
 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 5:50 p.m. on June 12, 2014 (Thursday) 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 12, 2014 (Thursday)
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 12, 2014 (Thursday), 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:
3.50 yen per share of common stock, totaling 4,431,331,405 yen* As interim dividends of 2.50 yen per share of common stock were distributed, annual
dividends for the current fiscal year amount to 6.00 yen per share, which represents anincrease of 1.00 yen per share compared to the previous fiscal year.

(2)

Date that the distribution of retained earnings becomes effective:
June 16, 20145

Second 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）

Reappointment
2

3

Shinya Sakai（Feb. 9, 1948）

Reappointment
Candidate for the
position of Outside
Director

Noriyuki Inoue（Mar. 17, 1935）

Summary of Career andImportant 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
Apr. 2005 President and Representative Director of Hankyu Holdings,
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 CO.,LTD. (to present)
Apr. 2013 Director of HANKYU HANSHIN EXPRESS Co., Ltd.
(to present)
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 Managing Director of HANSHIN ELECTRIC RAILWAY
CO., LTD.
Jun. 2006 President and Representative Director of HANSHINELECTRIC RAILWAY CO., LTD.
Oct. 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)
Mar. 1957 Joined DAIKIN INDUSTRIES, LTD.
Jun. 1994 President and Representative Director of DAIKININDUSTRIES, LTD.
Jun. 2002 Chairman and Representative Director and CEO of DAIKININDUSTRIES, LTD. (to present)
Jun. 2003 Director of Hankyu Corporation
Apr. 2005 Director of Hankyu Holdings, Inc.
Oct. 2006 Director of the Company (to present)

6

Number of Shares of
the Company Owned

176,200 shares

70,260 shares

30,000 shares

No.

4

Name
(Date of Birth)
Reappointment
Candidate for the
position of Outside
Director

Shosuke Mori（Aug. 6, 1940）
Reappointment
5Isao Matsuoka（Dec. 18, 1934）

Reappointment
6

Shunichi Sugioka（Apr. 1, 1940）

Reappointment
7

Takaoki Fujiwara（Feb. 23, 1952）

Summary of Career andImportant Positions of Other Organizations Concurrently Held
Apr. 1963 Joined The Kansai Electric Power Company, Incorporated
Jun. 2005
President and Representative Director of The Kansai ElectricPower Company, Incorporated
Jun. 2010
Director of the Company (to present)
Jun. 2010
Chairman and Representative Director of The Kansai ElectricPower Company, Incorporated (to present)
Apr. 1957 Joined TOHO CO., LTD.
May 1977 President and Representative Director of TOHO CO., LTD.
Jun. 1985
Director of Hankyu Corporation
May 1995 Chairman and Representative Director of TOHO CO., LTD.
Apr. 2005 Director of Hankyu Holdings, Inc.
Oct. 2006 Director of the Company (to present)
May 2009 Honorary Chairman of TOHO CO., LTD. (to present)
Apr. 1964 Joined Hankyu Department Stores, Inc.
Jun. 2000
President and Representative Director of Hankyu Department
Stores, Inc.
Jun. 2000
Director of Hankyu Corporation
Apr. 2005 Chairman and Representative Director of Hankyu Department
Stores, Inc.
Apr. 2005 Director of Hankyu Holdings, Inc.
Oct. 2006 Director of the Company (to present)
Oct. 2007 Chairman and Representative Director and CEO of H 2 O
RETAILING CORPORATION (to present)
Apr. 2008 Director of Hankyu Hanshin Hotels Co., Ltd. (to present)
Oct. 2008 Chairman and Representative Director of Hankyu Hanshin
Department Stores, Inc. (to present)
Apr. 1975 Joined HANSHIN ELECTRIC RAILWAY CO., LTD.
Jun. 2005
Director of HANSHIN ELECTRIC RAILWAY CO., LTD.
Jun. 2007
Managing Director of HANSHIN ELECTRIC RAILWAY
CO., LTD.
Apr. 2011 President and Representative Director of HANSHINELECTRIC RAILWAY CO., LTD. (to present)
Jun. 2011
Director of the Company (to present)

7

Number of Shares of
the Company Owned

31,000 shares

114,386 shares

58,000 shares

45,600 shares

No.

Name
(Date of Birth)

Reappointment
8

Ichiro Namai（Oct. 29, 1947）

Reappointment
9

Seisaku Okafuji（Nov. 19, 1950）

Reappointment
10

Mitsuo Nozaki（Apr. 8, 1958）

Reappointment
11

Masao Shin
（May 22, 1957）

Summary of Career andImportant Positions of Other Organizations Concurrently Held
Apr. 1971 Joined HANKYU TRAVEL INTERNATIONAL CO., LTD.
Jun. 2000
Director of HANKYU TRAVEL INTERNATIONAL CO.,LTD.
Apr. 2008 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)
Apr. 2010 President and Representative Director of HANKYU TRAVELINTERNATIONAL 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
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
HANSHIN EXPRESS Co., Ltd. (to present)
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 (to present)
Apr. 2013 Director of the Company, overseeing Personnel and General
Affairs Division and General Manager, Personnel andGeneral Affairs Division (to present)
Nov. 2013 Chairman of the Board of Hankyu Hanshin Hotels Co., Ltd.
(to present)
Apr. 1981 Joined HANSHIN ELECTRIC RAILWAY CO., LTD.
Jun. 2006
Director of HANSHIN ELECTRIC RAILWAY CO., LTD.
Oct. 2006 Director of the Company
Apr. 2008 Managing Director of HANSHIN ELECTRIC RAILWAY
CO., LTD.
Apr. 2013 Director of the Company, overseeing Group Planning
Division (to present)
Apr. 2013 Audit & Supervisory Board Member of Hankyu Hanshin
Hotels Co., Ltd. (to present)
Apr. 2014 Senior Managing Director of HANSHIN ELECTRIC
RAILWAY CO., LTD. (to present)

8

Number of Shares of
the Company Owned

25,000 shares

16,000 shares

80,000 shares

53,800 shares

Name(Date of Birth)

No.

New
12

Yoshihiro Nakagawa（May 6, 1953）

New
13

Naohisa Nogami(July 30, 1958)(Notes)1.

Summary of Career andImportant Positions of Other Organizations Concurrently Held
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 ofHankyu Corporation
Mar. 2014 President and Representative 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 (to present)
Apr. 2014 Audit & Supervisory Board Member of HANKYU TRAVELINTERNATIONAL CO., LTD. (to present)
Apr. 2014 Audit & Supervisory Board Member of HANKYU
HANSHIN EXPRESS Co., Ltd. (to present)

Number of Shares of
the Company Owned

64,000 shares

53,650 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.
His term of office from the appointment as Outside Director of the Company to theclose of this General Meeting of Shareholders is eleven (11) 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 four (4) 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 an 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 of9

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 Corporate Auditor, 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 Corporate Auditor.
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.

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.

10

Third Item of Business: Appointment of two (2) Audit & Supervisory Board Members
Because the term of office of two Audit & Supervisory Board Members, Haruo Sakaguchi and Junzo Ishii,
expires at the close of this General Meeting of Shareholders, the Company requests the appointment of two(2) Audit & Supervisory Board Members.
Prior approval of the Audit & Supervisory Board has been obtained for proposal of this item of business.
The candidates for the positions of Audit & Supervisory Board Member are as follows:

Name(Date of Birth)No.

1Reappointment
Candidate for the
position of Outside
Audit & Supervisory
Board Member

Haruo Sakaguchi（Mar. 19, 1933）

2

Reappointment
Candidate for the
position of Outside
Audit & Supervisory
Board Member

Junzo Ishii（Sep. 28, 1947）(Notes)1.

Summary of Career andImportant Positions of Other Organizations Concurrently Held
Apr. 1958 Registered as a lawyer (to present)
Apr. 1989 Vice-President of Japan Federation of Bar Associations
Jun. 2006
Audit & Supervisory Board Member of Hankyu Holdings,
Inc.
Jun. 2006
Audit & Supervisory Board Member of Hankyu Corporation(to present)
Oct. 2006 Audit & Supervisory Board Member of the Company (topresent)
Nov. 2013 Audit & Supervisory Board Member of Hankyu Hanshin
Hotels Co., Ltd. (to present)
Apr. 1986 Professor at Faculty of Commerce, Doshisha University
Apr. 1989 Professor at Faculty of Business Administration, Kobe
University
Apr. 1999 Professor at Graduate School of Business Administration,
Kobe University
Apr. 2008 President of University of Marketing and Distribution
Sciences (to present)
Jun. 2010
Audit & Supervisory Board Member of the Company (topresent)
Jun. 2010
Audit & Supervisory Board Member of HANSHINELECTRIC RAILWAY CO., LTD. (to present)

Number of Shares of
the Company Owned

61,000 shares

10,000 shares

Candidates for the positions of Audit & Supervisory Board Member have no special interestin the Company.

2.

Mr. Haruo Sakaguchi and Mr. Junzo Ishii are candidates for the positions as Outside Audit &Supervisory Board Members.

3.

The Company has filed with the securities exchange on which its shares are listed a report on
independent officers, detailing that Mr. Haruo Sakaguchi and Mr. Junzo Ishii are an
independent officer. Mr. Haruo Sakaguchi and Mr. Junzo Ishii have satisfied the requirements
for independence prescribed by the securities exchange.

4.

The reason to appoint Mr. Haruo Sakaguchi and Mr. Junzo Ishii, respectively, is as follows:(1) Mr. Haruo Sakaguchi: Because Mr. Sakaguchi is a practicing attorney, he is expected
to express opinions particularly from the perspective of securing compliance management.
His term of office from appointment as Outside Audit & Supervisory Board Member of theCompany to the close of this General Meeting of Shareholders is eight (8) years.

11(2) Mr. Junzo Ishii: Because Mr. Ishii held various successive positions, including theposition of professor at the Graduate School of Business Administration of Kobe University,and is now the active president of the University of Marketing and Distribution Sciences, he isexpected to express opinions based on his deep insight as an expert in businessadministration.
His term of office from appointment as Outside Audit & Supervisory Board Member of theCompany to the close of this General Meeting of Shareholders is four (4) years.
5.

The Company has entered into individual contracts with Mr. Haruo Sakaguchi and Mr. Junzo
Ishii, respectively, pursuant to the provisions of Article 427, Paragraph 1 of the Companies
Act and Article 35 of the Articles of Incorporation of the Company to the effect that theirrespective liability for damages under Article 423, Paragraph 1 of the Companies Act shall belimited to the amount specified by laws and ordinances.

6.

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

End.

12