Notice: This is a translation of the Notice of Convocation of the 186th 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 Japaneseoriginal, the latter shall prevail.

[Translation]
Securities Code: 9042
May 24, 2024
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 186th Ordinary General Meeting of Shareholders
Hankyu Hanshin Holdings, Inc. (the “Company”) hereby notifies you as follows that the 186th Ordinary
General Meeting of Shareholders of the Company will be held as described below.
Matters Related to Measures for Provision in Electronic Format
The Company has taken measures for provision in electronic format to convene this General Meeting of
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 thewebsites set out below.
[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” andthen by clicking “Basic information” and “Documents for public inspection/PR information.”
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 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 14, 2024 JST

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 186th fiscal year (April 1, 2023 to March 31, 2024)
1

2.

Report on the audit results of the consolidated financial statements for the 186th 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 Three (3) Directors Who Are Audit &Supervisory Committee Members

Fourth 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.

*

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.

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 13, 2024 (Thursday)JST* You cannot vote via the Internet on the voting website between the hours of 2:30 a.m. and 4:30
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 13, 2024 (Thursday) JST* If neither approval nor disapproval of each Item of Business is indicated on the returned voting
form, the Company will deem that you indicated your approval of the Item of Business.
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.
 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.
* 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:
30 yen per share of common stock, totaling 7,261,285,710 yen* As interim dividends of 25 yen per share of common stock were distributed, annual dividends
for the current fiscal year amount to 55 yen per share.

(2)

Date that the distribution of retained earnings becomes effective:
June 17, 2024

Second Item of Business:

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

The terms of office of all eight (8) Directors (excluding Directors Who Are Audit & Supervisory Committee
Members and the same shall apply hereafter in this Item of Business) shall expire at the close of this General
Meeting of Shareholders.
Accordingly, the Company proposes the election of eight (8) Directors.
The Audit & Supervisory Committee believes that all candidates are appropriate.
The candidates for the position of Director are as follows.
No.
1
2
3
4
5
6
7
8

Name

Current Position at the Company

Kazuo Sumi
(Reelection) (Male)
Yasuo Shimada(Reelection) (Male)
Yusuke Kusu
(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)

4

Chairman and Representative Director,
Group CEOPresident and Representative Director
Executive Vice President andRepresentative 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

1

Number of
Shares of theCompany
Owned and
Attendance atBoard ofDirectors’
meetings

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

Reelection

Jun. 2017

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

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.
● 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.

564,640 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 Hanshin Properties Corp.
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
President and Representative Director of the Company. The Company
once again nominates him as a candidate for Director with the
expectation that he will contribute to the sustainable growth of theGroup and the medium- to long-term enhancement of its corporate
value.

6

4,500 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
Jun. 2023
Reelection
3

Yusuke Kusu
(Jun. 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)
Executive Vice President and Representative Director of
the Company (to present)

Important Positions of Other Organizations Concurrently Held:
President and Representative Director of HANSHIN ELECTRIC
RAILWAY CO., LTD.
Director of Hankyu Corporation
Director of Hankyu Hanshin Properties Corp.
External Director of SHINKI BUS CO., LTD.
● Reasons for nomination as candidate
Mr. Yusuke Kusu has abundant experience and an extensive trackrecord, having been involved in the Group’s management as
Executive Vice President and Representative Director of the Company
and been in charge of the management as President andRepresentative Director of HANSHIN ELECTRIC RAILWAY CO.,LTD., which is one of the core companies of the Group. The Company
once again nominates him as a candidate for Director with the
expectation that he will contribute to the sustainable growth of theGroup and the medium- to long-term enhancement of its corporate
value.

7

10,200 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 Keio University (to present)
Director of the Company (to present)

Apr. 2015
Jun. 2019
Apr. 2024
Reelection

4

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

Professor of Research Council at Waseda University (topresent)

Important Positions of Other Organizations Concurrently Held:
Professor of Research Council at Waseda University
External Director of AIN HOLDINGS INC.
External Director of Japan Elevator Service Holdings Co., Ltd.
External 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 five (5) years.

8

1,700 shares
11 out of 11

No.

Name
(Date of Birth)(Gender)

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:
Reelection

5

Candidate for the
position of
Independent
External Director
Yuki Tsuru(May 16, 1969)(Female)Attorney at law
External Director of SUGIMOTO & CO., LTD
External Director of JAMCO Corporation
External Director (Audit and Supervisory Committee Member) of
ARE Holdings, Inc.
● 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 four (4) years.

9

1,100 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
Jun. 2022
Reelection

6

Candidate for the
position of
Independent
External Director
Mitsuyoshi
Kobayashi(Nov. 3, 1957)(Male)

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)

Important Positions of Other Organizations Concurrently Held:
Senior Adviser to NIPPON TELEGRAPH AND TELEPHONE
WEST CORPORATION
External Director of SEIREN CO., LTD.
External Director of SUMITOMO LIFE INSURANCE COMPANY● 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 two (2) years.

10

400 shares
11 out of 11

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

7

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)

Reelection

Important Positions of Other Organizations Concurrently Held:

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

Chairman and Representative Director of TOHO CO., LTD.
External Director of FUJI MEDIA HOLDINGS, INC.
External Director of Tokyo Kaikan 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.

11

5,300 shares
11 out of 11

No.

Name
(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Apr. 1981
Mar. 2012
Jun. 2012
Jun. 2017
Apr. 2020
Apr. 2020
Reelection
8

Naoya Araki(May 14, 1957)(Male)

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

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

Important Positions of Other Organizations Concurrently Held:
President and Representative Director of H2O 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
expectation that he will contribute to the sustainable growth of theGroup and the medium- to long-term enhancement of its corporate
value, by voicing various opinions and recommendations from thestandpoint of reinforcing cooperation throughout the Hankyu Hanshin
Toho Group.

12

3,200 shares
11 out of 11(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 Tokyo Stock Exchange a report on independent officers, detailingthat 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.hankyuhanshin.co.jp/corporate/data/officer.html (available in Japanese only)) stipulated by theCompany which takes into account the requirements for independence prescribed by Tokyo
Stock 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.

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.

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 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

Third Item of Business:

Election of Three (3) Directors Who Are Audit & Supervisory Committee
Members

The terms of office of all three (3) Directors Who Are Audit & Supervisory Committee Members shall
expire at the close of this General Meeting of Shareholders. Accordingly, the Company proposes the electionof three (3) Directors Who Are Audit & Supervisory Committee Members.
Prior approval of the Audit & Supervisory Committee has been obtained for proposing this Item of Business.
The candidates for the position of Directors Who Are Audit & Supervisory Committee Members are as
follows.
No.
1
2
3

Name

Current Position at the Company

Michiari Komiyama(Reelection) (External) (Independent) (Male)
Yuko Takahashi(Reelection) (External) (Independent) (Female)Kazunori Hashimoto(Newly Nominated) (Male)

14

External Director, Audit & Supervisory
Committee Member
External Director, Audit & Supervisory
Committee Member
-

No.

Name
(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Apr. 1971

Appointed as a prosecutor

Jan. 1999

Sep. 2013

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)

Jun. 2017

Audit & Supervisory Board Member of the Company

Jun. 2020

Director, Audit and Supervisory Committee Member of
the Company (to present)

Jul. 1999
Jan. 2002
Jul. 2003

Reelection

1

Candidate for the
position of
Independent
External Director
Michiari
Komiyama(Sep. 23, 1944)(Male)

Important Positions of Other Organizations Concurrently Held:
Attorney at law
Audit & Supervisory Board Member of Hankyu Corporation● Reasons for nomination as candidate and a summary of the roles
expected of the candidate, etc.
Mr. Michiari Komiyama is currently actively practicing law, after
having served in important positions such as the Chief Public
Prosecutor of the Kobe District Public Prosecutors Office. The
Company once again nominates him as a candidate for External
Director Who Is an Audit & Supervisory Committee Member with the
expectation that he will ensure the effectiveness and efficiency ofauditing by the Audit & Supervisory Committee, especially from thestandpoint of compliance. His term of office from his election asExternal Director of the Company to the close of this General Meetingof Shareholders is four (4) years (and his term of office as External
Audit & Supervisory Board Member is three (3) years).

15

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

1,900 shares
11 out of 11

No.

Name
(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held

May 1978Resident, Kyoto University Hospital

Sep. 1986

Head of Internal Medicine, Yamato Koriyama Hospital

Apr. 1994

Head of Internal Medicine, Yamato Takada Municipal
Hospital
Attending physician, Smoking Cessation Clinic, Kyoto
University Hospital (to present)
Professor, Health Care Center of Nara Women’s
University
Professor, Graduate School of Humanities and Sciences,
Nara Women’s University
Visiting Director, Clinical Research Center, National
Hospital Organization Kyoto Medical Center (to present)
Specially-appointed Professor, Graduate School of
Medicine, Kyoto University (to present)
Director, Audit and Supervisory Committee Member of
the Company (to present)

Jun. 2001
Apr. 2002
Apr. 2003
Apr. 2007

2

Reelection

May 2016

Candidate for the
position of
Independent
External Director

Jun. 2022

Yuko Takahashi(Feb. 26, 1954)(Female)Important Positions of Other Organizations Concurrently Held:
PhysicianSpecially-appointed Professor, Graduate School of Medicine, Kyoto
University
Visiting Director, Clinical Research Center, National Hospital
Organization Kyoto Medical Center● Reasons for nomination as candidate and a summary of the roles
expected of the candidate, etc.
Ms. Yuko Takahashi has abundant experience and knowledge
obtained from her studies and clinical practice in public healthmedicine. The Company once again nominates Ms. Yuko Takahashi
as a candidate for External Director Who Is an Audit & Supervisory
Committee Member with the expectation that she will ensure theeffectiveness and efficiency of auditing by the Audit & Supervisory
Committee, especially from the standpoint of promoting health andproductivity management. Her term of office from her election asExternal Director of the Company to the close of this General Meetingof Shareholders is two (2) years.

16

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

1,100 shares
11 out of 11

No.

Name
(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Apr. 1983

Joined HANSHIN ELECTRIC RAILWAY CO., LTD.

Apr. 2011

Director of HANSHIN ELECTRIC RAILWAY CO.,LTD.
Managing Director of HANSHIN ELECTRIC
RAILWAY CO., LTD.
Executive Officer of the Company

Apr. 2016
Jun. 2017
Sep. 2021
Newly Nominated3

Kazunori
Hashimoto(Dec. 22, 1960)(Male)

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

Standing Audit & Supervisory Board Member of
HANSHIN ELECTRIC RAILWAY CO., LTD. (topresent)

Important Positions of Other Organizations Concurrently Held:Standing Audit & Supervisory Board Member of HANSHINELECTRIC RAILWAY CO., LTD.

9,680 shares
N/A● Reasons for nomination as candidate
Mr. Kazunori Hashimoto has abundant experience and an extensive
track record as well as considerable knowledge of finance andaccounting, having served as Standing Audit & Supervisory Board
Member of HANSHIN ELECTRIC RAILWAY CO., LTD., which isone of the core companies of the Group, and having been involved in
the finance and risk management of the Group. The Company
nominates him as a new candidate for Director Who Is an Audit &Supervisory Committee Member with the expectation that he willcontribute to strengthening audit and supervisory function.
(Notes)
1.
2.
3.
4.

5.

6.

The candidates for the position of Director Who Is an Audit & Supervisory Committee Member
have no special interests in the Company.
Mr. Michiari Komiyama and Ms. Yuko Takahashi are candidates for the position of External
Director Who Is an Audit & Supervisory Committee Member.
Mr. Michiari Komiyama is currently a director who is not an executive (Audit & Supervisory
Board Member) of Hankyu Corporation, the Company’s specified associated service provider(subsidiary).
The Company has filed with Tokyo Stock Exchange a report on independent officers, detailingthat Mr. Michiari Komiyama and Ms. Yuko Takahashi are independent officers. Mr. Michiari
Komiyama and Ms. Yuko Takahashi have satisfied the independence criteria (posted on the
Company’s website: https://www.hankyu-hanshin.co.jp/corporate/data/officer.html) stipulatedby the Company which takes into account the requirements for independence prescribed by
Tokyo Stock Exchange.
The Company has entered into an individual contract with Mr. Michiari Komiyama and Ms.
Yuko Takahashi, 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 for damages under Article 423, Paragraph 1 of the Companies Act shall be limited tothe amount specified by laws and regulations. In the event that the appointment of bothcandidates is approved, the Company plans to continue the contract with both of them.
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
17

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.
Each of the candidates will be included as an insured in the said insurance contract, subject tothe approval of each 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.

18

(Reference) Composition and skills matrix of the Board of Directors will be as follows,
subject to the approval of the Second and Third Items of Business as proposed:
Knowledge, experience and abilities
Corporate
GovernanceCommittee*1

Compensation
Committee*2★

★

Corporate
Management

Finance/
Accounting

Legal/Risk
Management

●

●

●

Kazuo
Sumi

Male

Yasuo
Shimada

Male

●

●

●

Yusuke
Kusu

Male

●

●

●

NorikoEndo

External
Independent
Female

Yuki
Tsuru

◎
Public andGovernment
Policy,Environment
and Energy
E★

★

(Chair)(Chair)External
Independent
Female★

★

Mitsuyoshi
Kobayashi

External
Independent
Male

★

★

Yoshishige
Shimatani

Male

◎

Naoya
Araki

Male

◎

Kazunori
Hashimoto

Audit &
Supervisory
Committee
MemberMale●

Michiari
Komiyama

Audit &
Supervisory
Committee
MemberExternal
Independent
Male

Yuko
Takahashi

Audit &
Supervisory
Committee
MemberExternal
Independent
Female★

★

Expertise(including“social/environmental”
matters)

◎

◎
DX

◎

★

●

●

◎

◎
PublicHealthMedicineand HealthManagement
S

★

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●…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.)(Notes) 1. The above table is not an exhaustive list of the knowledge, experience and abilities possessed byeach Director.
2. The Chair of the Corporate Governance Committee and Chair of the Compensation Committee
will be determined at the Board of Directors’ meeting to be held after this General Meeting of
Shareholders.
*1 Corporate Governance Committee: Members include the Chairman and Representative Director (in theevent of absence or an accident, the President and Representative Director) and External Directors, who
maintain a position of independence from the Company, and the Committee is chaired by an External
Director. This Committee reports with respect to a consultation from the Board of Directors concerning
the selection of candidates for Directors and dismissal of Directors (excluding Audit & Supervisory
Committee Members), and serves as a forum to provide information in such areas as the Group’s
finances to External Directors.
*2 Compensation Committee: Members include the Chairman and Representative Director (in the eventof absence or an accident, the President and Representative Director) and External Directors, who
maintain a position of independence from the Company, and the Committee is chaired by an External
Director. This committee reports with respect to a consultation from the Board of Directors concerningcompensation systems and compensation levels.

20

Fourth 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.
Number of Sharesof the Company
Name
Owned andSummary of Career and Important Positions of Other Organizations(Date of Birth)
Attendance at
Concurrently Held
(Gender)
Board ofDirectors’
meetings
Apr. 2000 Attorney at law (to present)
Apr. 2016

Auditor of Hitotsubashi University

Jun. 2020

Director of the Company (to present)

Important Positions of Other Organizations Concurrently Held:

Reelection
Candidate for the
position of Independent
External Director
Yuki Tsuru(May 16, 1969) (Female)(Notes)1.

Attorney at law
External Director of SUGIMOTO & CO., LTD
External Director of JAMCO Corporation
External Director (Audit and Supervisory Committee Member) of
ARE Holdings, Inc.
● 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 Substitute External Director Who Is an 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 four (4) years.

1,100 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 an Audit& Supervisory Committee Member.

4.

The Company has filed with Tokyo Stock Exchange a report on independent officers, detailingthat Ms. Yuki Tsuru is an independent officer, and the Company will continue to report that she
is an independent officer if she assumes office as a Director Who Is an Audit & Supervisory
21

Committee Member. Ms. Yuki Tsuru has satisfied the independence criteria (posted on the
Company’s website: https://www.hankyu-hanshin.co.jp/corporate/data/officer.html (available
in Japanese only)) stipulated by the Company which takes into account the requirements forindependence prescribed by Tokyo Stock 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.

22