Notice: This is a translation of the Notice of Convocation of the 179th Ordinary General Meeting of Shareholders of Hankyu Hanshin Holdings, Inc.
and is made solely for the convenience of foreign shareholders. In the case of any discrepancy between the translation and the Japanese original,
the latter shall prevail.

[Translation]
Securities Code: 9042
May 23, 2017
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 179th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 179th 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 13, 20172.

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 179th fiscal year (April 1, 2016 to March 31, 2017)2.

Report on the audit results of the consolidated financial statements for the 179th 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:

Partial Amendment to the Articles of Incorporation

Third Item of Business:

Election of nine (9) Directors

Fourth Item of Business:

Election of two (2) Audit & Supervisory Board Members

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 12, 2017 (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 12, 2017 (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 12, 2017 (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; 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:
17.50 yen per share of common stock, totaling 4,389,164,430 yen* As interim dividends of 17.50 yen per share of common stock were distributed, annual
dividends for the current fiscal year amount to 35 yen per share.

(2)

Date that the distribution of retained earnings becomes effective:
June 14, 20175

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

Reason for the Proposal(1) The Company proposes to change the convenor and the chairperson of the General Meeting of
Shareholders from the President and Director to the Chairman and Director. (Please see
Article 15 of the Proposed Amendments below.)(2) In order to enhance management transparency for the purpose of strengthening the corporate
governance structure and in view of the fact that the Company does not currently elect any
Senior Advisor, the Company proposes to delete the provision concerning the election of
Senior Advisors. (Please see Article 24 of the Current Articles of Incorporation below.)(3)

The Company also makes necessary changes in Article numbers in connection with the abovechanges.

2.

Details of the Proposed Amendments
Current Articles of Incorporation

Proposed Amendments

Article 15. (Convenor and Chairperson)

Article 15. (Convenor and Chairperson)

The General Meeting of Shareholders shall be

The General Meeting of Shareholders shall be

convened and chaired by the President and Director of

convened and chaired by the Chairman and Director of

the Company.

the Company.

In the event that the President and Director is

In the event that the Chairman and Director’s position

prevented from so acting, the General Meeting ofis vacant or the Chairman and Director is prevented

Shareholders shall be convened and chaired by one offrom so acting, the General Meeting of Shareholders

the other Directors in the order determined in advanceshall be convened and chaired by the President andby the Board of Directors.

Director. In the event that the President and Director isprevented from so acting, the General Meeting of
Shareholders shall be convened and chaired by one of
the Directors in the order determined in advance by
the Board of Directors.

Article 24. (Senior Advisor)(Deleted)

The Board of Directors may elect one or more Senior
Advisors by its resolution.
Article 25 through Article 40

Article 24 through Article 39(Texts are omitted)(The subsequent Articles are renumbered with theprovisions unchanged)(Note) Amended parts are underlined.

6

Third Item of Business: Election of nine (9) Directors
The terms of office of all fourteen (14) Directors expire at the close of this General Meeting of
Shareholders. The Company proposes a reduction in the number of Directors and requests the election ofnine (9) Directors in order to strengthen the supervisory function of the Board of Directors and to securemanagement transparency.
The candidates for the positions of Director are as follows:

No.

Name
(Date of Birth)

Reelection
1

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

Apr. 2005

President and Representative Director of Hankyu Holdings,
Inc.

Kazuo Sumi
(Apr. 19, 1949)

Oct. 2006

Numberof Sharesof theCompany
Owned

35,340sharesPresident and Representative Director of the Company (topresent)

Apr. 2008

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

Mar. 2014

Chairman and Representative Director of Hankyu Corporation(to present)

Reelection
2

Takehiro Sugiyama(Nov. 20, 1958)

Apr. 1982

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

Jun. 2016

Executive Vice President and Representative Director ofHankyu Corporation

Jun. 2016

Executive Vice President and Representative Director of theCompany (to present)

Jun. 2016

Director of HANSHIN ELECTRIC RAILWAY CO., LTD. (topresent)

Oct. 2016

Director of HANKYU TRAVEL INTERNATIONAL CO.,LTD. (to present)

Oct. 2016

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

Apr. 2017

President and Representative Director of Hankyu Corporation(to present)
7

20,850shares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

Reelection
Candidate for the

Director

Noriyuki Inoue(Mar. 17,1935)

Representative

Directorof

DAIKIN

INDUSTRIES, LTD.
Jun. 2002

position of External
3

andNumberof Sharesof theCompany
Owned

Chairman and Representative Director and CEO of DAIKININDUSTRIES, LTD.

7,100

Jun. 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
Candidate for the

Apr. 1963

Joined The Kansai Electric Power Company, Incorporated

Jun. 2005

President and Representative Director of The Kansai ElectricPower Company, Incorporated

position of External
4

Director

Jun. 2010

Director of the Company (to present)

9,300

Jun. 2010

Chairman and Representative Director of The Kansai ElectricsharesPower Company, Incorporated

Shosuke Mori(Aug. 6, 1940)

Jun. 2016

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

Reelection

5

Apr. 1975

Joined TOHO CO., LTD.

May 2011

President and Representative Director of TOHO CO., LTD. (toYoshishige
Shimatanipresent)

1,000
sharesJun. 2015

Director of the Company (to present)

Apr. 1975

Joined HANSHIN ELECTRIC RAILWAY CO., LTD.

Jun. 2005

Director of HANSHIN ELECTRIC RAILWAY CO., LTD.

Jun. 2007

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

Reelection
6

Takaoki Fujiwara(Feb. 23, 1952)

CO., LTD.
Apr. 2011

President

andRepresentative

Directorof

HANSHIN

ELECTRIC RAILWAY CO., LTD.

sharesJun. 2011

Director of the Company (to present)

Apr. 2015

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

Apr. 2017

Chairman

andRepresentative

Directorof

ELECTRIC RAILWAY CO., LTD. (to present)
8

11,320

HANSHIN

Name(Date of Birth)No.

Reelection

7

Summary of Career and Important 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 of

Yoshihiro

Hankyu Corporation

NakagawaMar. 2014

President and Representative Director of Hankyu Corporation(May 6, 1953)

Jun. 2014

Director of the Company (to present)

Apr. 2017

Chairman and Representative Director of Hankyu Hanshin

Numberof Sharesof theCompany
Owned

14,300sharesHotels Co., Ltd. (to present)

Reelection

Apr. 1981

Joined HANSHIN ELECTRIC RAILWAY CO., LTD.

Jun. 2006

Director of HANSHIN ELECTRIC RAILWAY CO., LTD.

Oct. 2006

Director of the Company (to present)

Apr. 2008

Managing Director of HANSHIN ELECTRIC RAILWAY
CO., LTD.

8

Masao Shin

Apr. 2014

SeniorManaging

15,260
Directorof

HANSHIN

ELECTRIC

sharesRAILWAY CO., LTD.

(May 22, 1957)
Apr. 2016

Director of Hankyu Corporation (to present)

Apr. 2017

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

New
9

Apr. 1981

Joined Hankyu Department Stores, Inc.

Mar. 2012

President and Representative Director of HANKYU
HANSHIN DEPARTMENT STORES, INC. (to present)

Naoya Araki(May 14, 1957)

Jun. 2012

Representative Director of H2O RETAILINGCORPORATION (to present)(Notes)1.

The 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 External
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.
90shares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 External Director of the Company to the close ofthis General Meeting of Shareholders is fourteen (14) years.

(2)

Mr. Shosuke Mori: Because he long held the position of representative director of The
Kansai Electric Power Company, Incorporated, which carries out business expected tobenefit the public as our group does, and of chairman of Kansai Economic Federation,
he is expected to express opinions using his abundant managerial experience, and fromthe perspective of a business leader and with understanding of corporate social
responsibility.
His term of office from election as an External Director of the Company to the close ofthis General Meeting of Shareholders is seven (7) 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 held 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, Shosuke
Mori and Yoshishige Shimatani, pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act and Article 28 of the Articles of Incorporation of the Company, to the effectthat their respective liability for damages under Article 423, Paragraph 1 of the Companies
Act shall be limited to the amount specified by laws and ordinances.

6.

On the condition that this Third Item of Business is approved as proposed, the Company willenter into a contract with Mr. Naoya Araki, pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act and Article 28 of the Articles of Incorporation of theCompany, to the effect that his liability for damages under Article 423, Paragraph 1 of theCompanies Act shall be limited to the amount specified by laws and ordinances.

7.

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.

8.

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.

9.

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.

10

Fourth Item of Business: Election of two (2) Audit & Supervisory Board Members
The term of office of Mr. Masayoshi Ishibashi and Mr. Takaharu Dohi expires at the close of this General
Meeting of Shareholders. The Company requests the election of two (2) Audit & Supervisory Board
Members.
The Audit & Supervisory Board has previously given its approval on this proposal.
The candidates for the position of Audit & Supervisory Board Members are as follows:
Name(Date of Birth)No.

Reelection
1

Apr. 1979
Jun. 2013

Masayoshi Ishibashi(Feb. 13, 1956)
New
Candidate for the2

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Jun. 2013
Apr. 1971
Jan. 1999

position of External Audit Jul. 1999
& Supervisory Board
Jan. 2002
MemberJul. 2003
Michiari Komiyama(Sep. 23, 1944)(Notes)1.

Sep. 2013

Numberof Sharesof theCompany
Owned

Joined HANSHIN ELECTRIC RAILWAY CO., LTD.
Standing Audit & Supervisory Board Member of
HANSHIN ELECTRIC RAILWAY CO., LTD. (topresent)
Standing Audit & Supervisory Board Member of theCompany (to present)
Appointed as a public prosecutor
Public Prosecutor of the Supreme Public Prosecutors
OfficeChief Public Prosecutor of the Saga District Public
Prosecutors Office
Chief Public Prosecutor of the Kobe District Public
Prosecutors OfficeNotary public belonging to the Osaka Legal Affairs
BureauAttorney-at-law (to present)

The candidates for the position of Audit & Supervisory Board Members have no special interestin the Company.

2. Mr. Michiari Komiyama is a candidate for the position of External Audit & Supervisory Board
Member and the reasons to elect him is as follows:
Because he has long been a legal professional who held a series of important positions such as
the Chief Public Prosecutor of the Kobe District Public Prosecutors Office and now actively
works as an attorney-at-law, he is expected to provide opinions particularly from the perspectiveof ensuring compliance in the management of the Company.
3. The Company has filed with the securities exchange on which its shares are listed a report on
independent officer, detailing that Mr. Michiari Komiyama is an independent officer on thecondition that this Fourth Item of Business is approved as proposed. Mr. Michiari Komiyama
has satisfied the independence criteria (posted on the Company’s website:
http://www.hankyu-hanshin.co.jp/corporate/data/officer.html) stipulated by the Company whichtakes into account the requirements for independence prescribed by the securities exchange.
4. On the condition that this Fourth Item of Business is approved as proposed, the Company willenter into a contract with Mr. Michiari Komiyama, pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act and Article 35 of the Articles of Incorporation of theCompany to the effect that his liability for damages under Article 423, Paragraph 1 of theCompanies Act shall be limited to the amount specified by laws and ordinances.
5.

Mr. Masayoshi Ishibashi has considerable knowledge of finance and accounting.
11

4,780
shares0
shares6.

Mr. Michiari Komiyama is expected to assume office as an Audit & Supervisory Board Memberof Hankyu Corporation as of June 13, 2017.

End of Document12