Notice: This is a translation of the Notice of Convocation of the 185th 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, 2023
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 185th Ordinary General Meeting of Shareholders
Hankyu Hanshin Holdings, Inc. (the “Company”) hereby notifies you as follows that the 185th Ordinary
General Meeting of Shareholders of the Company will be held as described below.
If you will not be attending the meeting in person, we ask that you exercise your voting rights via theInternet or by mail after studying the Reference Materials for the General Meeting of Shareholders
attached below and confirming the Information on the Exercise of Voting Rights on page 3.
Details
1.

Date and Time

10:00 a.m., Friday, June 16, 2023

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 185th fiscal year (April 1, 2022 to March 31, 2023)

2.

Report on the audit results of the consolidated financial statements for the 185th fiscal yearby the Accounting Auditors and the Audit & Supervisory Committee

Matters for Resolution:

4.

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

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

5.

Matters Related to Measures for Provision in Electronic Format
The Company has taken measures for provision in electronic format to convene this General Meetingof Shareholders with regard to the information which is the content of the Reference Materials, etc.
for General Meeting of Shareholders (the Electronic Provision Measures Matters). Such information
is available on the websites set out below.
The Company has sent a document containing the Electronic Provision Measures Matters to allshareholders with voting rights for this General Meeting of Shareholders.
[Website of the Company]
https://www.hankyu-hanshin.co.jp/ir/stock/meetings.html[Website for the Materials for General Meeting of Shareholders]
https://d.sokai.jp/9042/teiji/[Website of the Tokyo Stock Exchange, Inc. (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show* Please find the relevant information by inputting either the Company name or the security code“9042” and then by clicking “Basic information” and “Documents for public inspection/PR
information.”*

Please understand that if any revisions are required to be made to the Electronic Provision Measures
Matters, the Matters before and after the revisions will be posted on the websites set out above inJapanese.

*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.

*

The Company asks that shareholders refrain from attending the meeting in person if they have a fever
and/or a cough. Necessary measures will be taken to prevent the spread of infection in accordancewith the status of the novel coronavirus situation on the day of the meeting. The Company would also
like to ask shareholders to check the Company 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 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, 2023 (Thursday)JST* You cannot vote via the Internet on the voting website between the hours of 2:00 a.m. and 5:00
a.m. JST each day.
* All costs of internet connections, data fees, etc. are to be borne by the shareholder.
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 a.m. to 9:00 p.m. JST; only within Japan (toll free))Nominal shareholders (including standing proxies) such as management trust banks may use theelectronic voting platform operated by ICJ, Inc. by applying in advance.
 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, 2023 (Thursday) JST 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.
Multiple voting
If you vote both via the Internet and by mail, the Company will treat the vote cast via the Internet as
effective.
If you vote via the Internet multiple times, or you vote via a PC or a smartphone multiple times, the final
vote cast will be deemed as effective.
 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.

3

Reference Materials for General Meeting of Shareholders
Items of Business and Reference MattersFirst Item of Business:

Appropriation of Retained Earnings

Under the leadership of the Company, which is responsible for group management functions, the Group has
been striving to strengthen the competitiveness of each core business, centered on the core companies, andto demonstrate the Group’s comprehensive strength through collaboration among core businesses.
The Group has identified the total payout ratio as an indicator of shareholder returns. The Group’s basic
policy is to ensure stable dividends and share buybacks by setting the total payout ratio at 30% whileemphasizing the further strengthening of the Group’s management foundation. With this in mind, theCompany wishes to pay final dividends as follows:* Total payout ratio: Ratio of total annual dividends and share buybacks to net income attributable toshareholders of the parent company(1)

Matters relating to, and total amount of, dividend property to be allotted to the shareholders:
25 yen per share of common stock, totaling 6,062,423,950 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 19, 2023

Second Item of Business:

Election of Eight (8) Directors (Excluding Directors Who Are Audit &Supervisory Committee Members)
The terms of office of all nine (9) 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.
1
2
3
4
5
6
7
8

Name
Kazuo Sumi
(Reelection) (Male)
Yasuo Shimada(Reelection) (Male)
Noriko Endo
(Reelection) (External) (Independent) (Female)
Yuki Tsuru(Reelection) (External) (Independent) (Female)
Mitsuyoshi Kobayashi(Reelection) (External) (Independent) (Male)
Yoshishige Shimatani(Reelection) (Male)
Naoya Araki(Reelection) (Male)
Yusuke Kusu
(Newly Nominated) (Male)
4

Current Position at the Company
Chairman and Representative Director,
Group CEOPresident and Representative Director
External Director
External Director
External Director
Director
Director
-

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

Apr. 2005
Oct. 2006
Mar. 2014
Jun. 2017
Reelection
1

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

Number of Sharesof the Company
Owned and
Attendance atBoard ofDirectors’
meetings

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

Important Positions of Other Organizations Concurrently Held:
Director of HANKYU TRAVEL INTERNATIONAL CO., LTD.
Director of H2O RETAILING CORPORATION
External Director of ASICS Corporation
Director of TOHO CO., LTD.
Director of TOKYO RAKUTENCHI CO., LTD.
● Reasons for nomination as candidate
Mr. Kazuo Sumi has abundant experience and an extensive trackrecord, having led the Group’s management as the President andRepresentative Director, and then the Chairman and Representative
Director, the Group CEO. The Company once again nominates him
as a candidate for Director with the expectation that he will contributeto the sustainable growth of the Group and the medium- to long-term
enhancement of its corporate value.

536,640 shares
11 out of 11

No.

Name
(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Apr. 1988

Joined Hankyu Corporation

Apr. 2019

Director of Hankyu Corporation

Apr. 2021

Managing Director of Hankyu Corporation

Number of Sharesof the Company
Owned and
Attendance atBoard ofDirectors’
meetings

Apr. 2022

President and Representative Director of Hankyu
Corporation (to present)
Jun. 2022 Executive Vice President and Representative Director of
the Company
Mar. 2023 President and Representative Director of the Company(to present)
Reelection
2

Yasuo Shimada(Jul. 21, 1964)(Male)

Important Positions of Other Organizations Concurrently Held:
President and Representative Director of Hankyu Corporation
Director of HANSHIN ELECTRIC RAILWAY CO., LTD.
Director of HANKYU TRAVEL INTERNATIONAL CO., LTD.
Director of HANKYU HANSHIN EXPRESS Co., Ltd.
● Reasons for nomination as candidate
Mr. Yasuo Shimada has abundant experience and an extensive trackrecord, having been in charge of the Group’s management as the
Executive Vice President and Representative Director and as the
President and Representative Director of the Company from March
2023. The Company once again nominates him as a candidate for
Director with the expectation that he will contribute to the sustainablegrowth of the Group and the medium- to long-term enhancement of
its corporate value.

63,000 shares
9 out of 9

No.

Name
(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Jun. 1994

Joined DIAMOND, 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
Reelection

3

Candidate for the
position of
Independent
External Director
Noriko Endo
(May 6, 1968)(Female)Number of Sharesof the Company
Owned and
Attendance atBoard ofDirectors’
meetings

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

Important Positions of Other Organizations Concurrently Held:
Project Professor of Global Research Institute of Keio University
External Director of AIN HOLDINGS INC.
External Director of Techpoint, Inc.
External Director of Japan Elevator Service Holdings Co., Ltd.
Outside Member of the Board of NIPPON TELEGRAPH AND
TELEPHONE CORPORATION● Reasons for nomination as candidate and a summary of the roles
expected of the candidate, etc.
Ms. Noriko Endo has abundant experience and knowledge obtained
through her public policy, environmental and energy related studies.
The Company once again nominates her as a candidate for External
Director with the expectation that she will strengthen the monitoringand supervision functions over the Group’s management and raise thequality of decision-making. Her term of office from her election asExternal Director of the Company to the close of this General Meetingof Shareholders is four (4) years.

7

1,500 shares
11 out of 11

No.

Name
(Date of Birth)(Gender)

Reelection

4

Candidate for the
position of
Independent
External Director
Yuki Tsuru(May 16, 1969)(Female)Summary of Career and Important Positions of Other Organizations
Concurrently Held

Apr. 2000
Apr. 2016

Attorney at law (to present)
Auditor of Hitotsubashi University

Jun. 2020

Director of the Company (to present)

Number of Sharesof the Company
Owned and
Attendance atBoard ofDirectors’
meetings

Important Positions of Other Organizations Concurrently Held:
Attorney at law
Outside Director of SUGIMOTO & CO., LTD
Outside Director of JAMCO Corporation● Reasons for nomination as candidate and a summary of the roles
expected of the candidate, etc.
Ms. Yuki Tsuru is currently actively practicing law. The Company
once again nominates her as a candidate for External Director with the
expectation that she will strengthen the monitoring and supervisionfunctions over the Group’s management and raise the quality ofdecision-making, especially from the standpoint of compliance. Her
term of office from her election as External Director of the Company
to the close of this General Meeting of Shareholders is three (3) years.

8

800 shares
11 out of 11

No.

Name
(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Apr. 1982
Jun. 2018

Jun. 2021

Jun. 2022
Reelection

5Jun. 2022

Number of Sharesof the Company
Owned and
Attendance atBoard ofDirectors’
meetings

Joined Nippon Telegraph and Telephone Public
Corporation
President and Representative Director of NIPPONTELEGRAPH
AND
TELEPHONE
WEST
CORPORATION
President, Executive Director and President, Executive
Officer, NIPPON TELEGRAPH AND TELEPHONE
WEST CORPORATION
Director of the Company (to present)
Senior Adviser to NIPPON TELEGRAPH AND
TELEPHONE WEST CORPORATION (to present)

Candidate for the
position of
Independent
External Director

Important Positions of Other Organizations Concurrently Held:

Mitsuyoshi
Kobayashi(Nov. 3, 1957)(Male)● Reasons for nomination as candidate and a summary of the roles
expected of the candidate, etc.
Mr. Mitsuyoshi Kobayashi has abundant management experience andthe perspective of a corporate manager as well as an extensive trackrecord, having served as the President and Executive Director of
NIPPONTELEGRAPH
AND
TELEPHONE
WEST
CORPORATION. The Company once again nominates him as a
candidate for External Director, as he is expected to strengthen themonitoring and supervision functions over the management of theGroup in its promotion of DX (digital transformation) and raise thequality of decision-making. His term of office from his election asExternal Director of the Company to the close of this General Meetingof Shareholders is one (1) year.

Senior Adviser to NIPPON TELEGRAPH AND TELEPHONE
WEST CORPORATION

9100 shares
9 out of 9

No.

Name
(Date of Birth)(Gender)

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.
Director of the Company (to present)

Jun. 2015
May 2021
May 2022
Reelection
6

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

Number of Sharesof the Company
Owned and
Attendance atBoard ofDirectors’
meetings

Representative Director and President, Member of theBoard of TOHO CO., LTD.
Chairman and Representative Director of TOHO CO.,LTD. (to present)

Important Positions of Other Organizations Concurrently Held:
Chairman 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.
● Reasons for nomination as candidate
Mr. Yoshishige Shimatani has abundant experience and an extensive
track record, having served as Representative Director of TOHO CO.,LTD., among others. The Company once again nominates him as a
candidate for Director with the expectation that he will contribute to
the sustainable growth of the Group and the medium- to long-term
enhancement of its corporate value, by voicing various opinions andrecommendations from the standpoint of reinforcing cooperation
throughout the Hankyu Hanshin Toho Group.

10

4,800 shares
11 out of 11

No.

Name
(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Number of Sharesof the Company
Owned and
Attendance atBoard ofDirectors’
meetings

Apr. 1981 Joined Hankyu Department Stores, Inc.
Mar. 2012 President and Representative Director of Hankyu
Hanshin Department Stores, Inc.
Jun. 2012 Representative Director of H 2O RETAILINGCORPORATION
Jun. 2017 Director of the Company (to present)
Apr. 2020
Apr. 2020
Reelection
7

Naoya Araki(May 14, 1957)(Male)

President and Representative Director of H 2O
RETAILING CORPORATION (to present)
Chairman and Representative Director of Hankyu
Hanshin Department Stores, Inc. (to present)

Important Positions of Other Organizations Concurrently Held:
President and Representative Director of H 2O RETAILINGCORPORATION
Chairman and Representative Director of Hankyu Hanshin
Department Stores, Inc.
● Reasons for nomination as candidate
Mr. Naoya Araki has abundant experience and an extensive trackrecord, having served as President and Representative Director of H2O
RETAILING CORPORATION, among others. The Company once
again nominates him as a candidate for Director with the expectationthat he will contribute to the sustainable growth of the Group and the
medium- to long-term enhancement of its corporate value, by voicing
various opinions and recommendations from the standpoint ofreinforcing cooperation throughout the Hankyu Hanshin Toho Group.

11

2,600 shares
11 out of 11

No.

Name
(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Apr. 1984
Apr. 2013
Dec. 2017
Apr. 2018
Apr. 2020
Apr. 2023
Newly
Nominated
8

Yusuke Kusu
(June 17, 1961)(Male)

Number of Sharesof the Company
Owned and
Attendance atBoard ofDirectors’
meetings

Joined HANSHIN ELECTRIC RAILWAY CO., LTD.
Director of HANSHIN ELECTRIC RAILWAY CO.,LTD.
Managing Director of HANSHIN ELECTRIC
RAILWAY CO., LTD.
Executive Vice President and Representative Director ofHankyu Hanshin Properties Corp.
Senior Managing Director of HANSHIN ELECTRIC
RAILWAY CO., LTD.
President and Representative Director of HANSHINELECTRIC RAILWAY CO., LTD. (to present)

Important Positions of Other Organizations Concurrently Held:
President and Representative Director of HANSHIN ELECTRIC
RAILWAY CO., LTD.
Director of Hankyu Corporation● Reasons for nomination as candidate
Mr. Yusuke Kusu has abundant experience and an extensive trackrecord, having served as Executive Vice President of Hankyu Hanshin
Properties Corp., which is one of the core companies of the Group,and Senior Managing Director and General Manager, Urban
Transportation Headquarters, and then President and Representative
Director (from April 2023), of HANSHIN ELECTRIC RAILWAY
CO., LTD. The Company nominates him as a new candidate for
Director with the expectation that he will contribute to the sustainablegrowth of the Group and the medium- to long-term enhancement of
its corporate value.

129,600 shares
N/A

(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.

Ms. Noriko Endo, Ms. Yuki Tsuru and Mr. Mitsuyoshi Kobayashi are candidates for the
position of External Director.

5.

The Company has filed with the securities exchange on which its shares are listed a report on
independent officers, detailing that Ms. Noriko Endo, Ms. Yuki Tsuru and Mr. Mitsuyoshi
Kobayashi are independent officers. Ms. Noriko Endo, Ms. Yuki Tsuru and Mr. Mitsuyoshi
Kobayashi have satisfied the independence criteria (posted on the Company’s website:
https://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.

6.

The Company has entered into individual contracts with Ms. Noriko Endo, Ms. Yuki Tsuru,
Mr. Mitsuyoshi Kobayashi, Mr. Yoshishige Shimatani and Mr. Naoya Araki, respectively,
pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act and Article 27 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 regulations. In the event that the appointment of each of the fivecandidates is approved, the Company plans to continue the contract with each of them.

7.

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. In the event that the appointment of each of the candidates
is approved, each of them will be included as insureds in the said insurance contract, subject tothe 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.

8.

Mr. Yasuo Shimada is scheduled to take office as Director of Hankyu Hanshin Properties Corp.
as of June 16, 2023.

9.

Mr. Yusuke Kusu is scheduled to take office as Director of Hankyu Hanshin Properties Corp.
as of June 16, 2023 and as External Director of SHINKI BUS CO., LTD. as of June 23, 2023.

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.
13

(Reference) Skills Matrix of the Board of Directors subject to the approval of Second Itemof Business as proposed

Skill

Corporate
Management

Finance/
Accounting

Legal/Risk
Management

Male

●

●

●

Male

●

●

Name
Kazuo
Sumi
Yasuo
ShimadaNoriko
Endo

Yuki
Tsuru
Mitsuyoshi
Kobayashi
Yoshishige
Shimatani
Naoya
Araki
YusukeKusu
Masayoshi
Ishibashi

Michiari
Komiyama

Yuko
Takahashi◎
Public andGovernment
Policy,Environment
and Energy
E

External
Independent
FemaleExternal
Independent
FemaleExternal
Independent
Male

◎
◎
DX

◎

Male

◎

Male

◎

Male

●

●

●

●

Audit &
Supervisory
Committee
Member
Male
Audit &
Supervisory
Committee
MemberExternal
Independent
Male
Audit &
Supervisory
Committee
MemberExternal
Independent
FemaleExpertise(including“social/envir
onmental”
matters)◎◎
Public Health
Medicine and
HealthManagement
S●…Knowledge, experience and abilities possessed by Directors who are from the Group◎…Knowledge, experience and abilities that are expected particularly of Directors who are other thanthose above ( S and E denote social and environmental expertise, respectively)(Note) The above table is not an exhaustive list of the knowledge, experience and abilities possessed byeach Director.
14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)

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)

Number of Sharesof the Company
Owned and
Attendance atBoard ofDirectors’
meetings

Important Positions of Other Organizations Concurrently Held:
Reelection
Candidate for the
position of Independent
External Director
Yuki Tsuru(May 16, 1969)(Female)(Notes)1.

Attorney at law
Outside Director of SUGIMOTO & CO., LTD
Outside Director of JAMCO Corporation● Reasons for nomination as candidate and a summary of the roles
expected of the candidate, etc.
The Company once again nominates Ms. Yuki Tsuru as a candidate
for External Director Who Is a Substitute Audit & Supervisory
Committee Member, as she is currently actively practicing law andis expected to ensure the effectiveness and efficiency of auditing by
the Audit & Supervisory Committee, especially from the standpointof compliance. Her term of office from her election as External
Director of the Company to the close of this General Meeting of
Shareholders is three (3) years.

800 shares
11 out of 11

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

3.

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

4.

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 the15Company 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.
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 Who Are Audit & Supervisory Committee Members 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.

16