Notice: This is a translation of the Notice of Convocation of the 184th 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 25, 2022
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 184th Ordinary General Meeting of Shareholders

Hankyu Hanshin Holdings, Inc. (the “Company”) hereby notifies you as follows that the 184th Ordinary
General Meeting of Shareholders of the Company will be held as described below.
In order to avoid the risk of novel coronavirus infections at the meeting, we strongly recommend thatshareholders exercise their voting rights by mail or via the Internet instead of attending the meeting inperson. Please exercise your voting rights by mail or via the Internet 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., Wednesday, June 15, 2022

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 184th fiscal year (April 1, 2021 to March 31, 2022)

2.

Report on the audit results of the consolidated financial statements for the 184th fiscal yearby the Accounting Auditors and the Audit & Supervisory Committee

Matters for Resolution:
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 (Excluding Directors Who
Are Audit & Supervisory Committee Members)

Fourth Item of Business:

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

4.

Fifth Item of Business:

Election of One (1) Substitute Director Who Is an Audit &Supervisory Committee Member

Sixth Item of Business:

Revision of the Amount of Compensation for Directors
Who Are Audit & Supervisory Committee Members

Seventh Item of Business:

Revision of a Stock Compensation Plan for Directors(Excluding Directors Who Are Audit & Supervisory
Committee Members)

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 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 (https://www.hankyuhanshin.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), your voting
form, and the proxy’s voting form at the reception desk of the venue.

*

Necessary measures will be taken to prevent the spread of infection in accordance with the status of
the novel coronavirus situation on the day of the meeting. We ask that you check our 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 14, 2022 (Tuesday) 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 to 21:00; toll free only within Japan)
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 14, 2022 (Tuesday) 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 by mail and via the Internet, 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

The Company intends to maintain stable dividends, and for the current fiscal year it wishes to pay final
dividends as follows:(1)

Matters relating to, and total amount of, dividend property to be allotted to the shareholders:
25 yen per share of common stock, totaling 6,062,752,700 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 16, 2022

4

Second Item of Business:

Partial Amendment to the Articles of Incorporation

1. Reasons for the Proposal
Pursuant to the Act Partially Amending the Companies Act (Act No. 70 of 2019) to come into force on
September 1, 2022, measures for the provision of reference materials, etc., for general meetings ofshareholders in electronic format will become permitted, and companies which issue book-entry transfer
shares (listed companies) will be required to provide in their articles of incorporation that they will implement
measures for the provision of information constituting the content of the reference materials, etc., for general
meetings of shareholders in electronic format. Accordingly, the Company proposes to make the necessary
amendments to the current Articles of Incorporation.

2. Content of the Amendments
Current provisions(Online Disclosure of Reference Documentation
for General Meetings of Shareholders, etc., andDeemed Provision of Information)
Article 16 It will be deemed that the Company
has provided the shareholders with the necessary
information with respect to the matters to bestated or indicated in reference materials for
General Meetings of Shareholders, business
reports, financial statements, and consolidated
financial statements by disclosing that
information online in accordance with an
ordinance of the Ministry of Justice.

(Newly Established)

Supplementary Provisions

Proposed amendments(Deleted)(Measures for the Provision of Information inElectronic Format, etc.)
Article 16 On convening a General Meeting of
Shareholders, the Company shall implement
measures for the provision of information
constituting the contents of reference
documents, etc. for the General Meeting of
Shareholders in electronic format.
Among matters for which measures are
implemented for provision in electronic format,
the Company may exclude all or part of thematters prescribed by an ordinance of the
Ministry of Justice from the paper documentsthat will be delivered to shareholders whorequest delivery in paper format by the record
date for voting rights.
Supplementary Provisions(Transitional Measures for the Provision ofInformation in Electronic Format)
Article 2 The deletion of Article 16 (Online
Disclosure Reference Documentation for
General Meetings of Shareholders, etc. andDeemed Provision of Information) of the current
5Current provisions(Newly Established)

Proposed amendments
Articles of Incorporation and the new
establishment of Article 16 (Measures for
Provision of Information in Electronic Format,etc.) of the amended Articles of Incorporation
shall come into effect on the date of enforcementof the amended provisions stipulated in theproviso of Article 1 of the supplementaryprovisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (the“Effective Date”).
Notwithstanding the provisions of the preceding
paragraph, Article 16 of the current Articles ofIncorporation shall remain in force with respect
to a general meeting of shareholders to be held
on a date within six months from the Effective
Date.
This Article shall be deleted after the lapse of six
months from the Effective Date or the lapse of
three months from the date of the general
meeting of shareholders set forth in thepreceding paragraph, whichever is later.

(Note) Amended parts are underlined6Third Item of Business:

Election of Nine (9) 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 nine (9) Directors by increasing one (1) Director in order toenhance the management structure.
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
9

Name

Current Position at the Company

Kazuo Sumi
(Reelection) (Male)
Takehiro Sugiyama(Reelection) (Male)
Masao Shin
(Reelection) (Male)
Noriko Endo
(Reelection) (External) (Independent) (Female)
Yuki Tsuru(Reelection) (External) (Independent) (Female)
Yoshishige Shimatani(Reelection) (Male)
Naoya Araki(Reelection) (Male)
Yasuo Shimada(Newly Nominated) (Male)
Mitsuyoshi Kobayashi(Newly Nominated) (External) (Independent) (Male)

Chairman and Representative Director,
Group CEO7

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

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

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

Important Positions of Other Organizations Concurrently Held:
Chairman and Representative Director of Hankyu Corporation
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.

8

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

35,340 shares
9 out of 9

No.

Name
(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Apr. 1982

Joined Hankyu Corporation

Jun. 2005

Director of Hankyu Corporation

Jun. 2006
Oct. 2006

Director of Hankyu Holdings, Inc.
Director of the Company

Apr. 2007

Managing Director of Hankyu Corporation

Jun. 2016

Executive Vice President and Representative Director of
the Company
Executive Vice President and Representative Director ofHankyu Corporation
President and Representative Director of Hankyu
Corporation
President and Representative Director of the Company(to present)

Jun. 2016
Apr. 2017
Reelection
2

TakehiroSugiyama(Nov. 20, 1958)(Male)

Jun. 2017

Important Positions of Other Organizations Concurrently Held:
Chairman and Representative Director of Hankyu Hanshin Properties
Corp.
Director of HANKYU HANSHIN EXPRESS Co., Ltd.
● Reasons for nomination as candidate
Mr. Takehiro Sugiyama has abundant experience and an extensive
track record, having been responsible for the Group’s management as
the Executive Vice President and Representative Director, and thePresident and Representative Director. The Company once again
nominates him as a candidate for Director with the expectation that hewill contribute to the sustainable growth of the Group and the
medium- to long-term enhancement of its corporate value.

9

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

26,650 shares
9 out of 9

No.

Name
(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Apr. 1981
Jun. 2006

Joined HANSHIN ELECTRIC RAILWAY CO., LTD.
Director of HANSHIN ELECTRIC RAILWAY CO.,LTD.

Oct. 2006

Director of the Company

Apr. 2008

Managing Director of HANSHIN ELECTRIC
RAILWAY CO., LTD.
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)

Apr. 2014
Apr. 2017
Jun. 2017
Reelection
3

Masao Shin
(May 22, 1957)(Male)

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

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. Masao Shin has abundant experience and an extensive trackrecord, having been involved in the Group’s management as the
Executive Vice President and Representative Director, as well as
having been responsible for the management of HANSHINELECTRIC RAILWAY CO., LTD., the Group’s core company, as the
President and Representative Director. The Company once again
nominates him as a candidate for Director with the expectation that hewill contribute to the sustainable growth of the Group and the
medium- to long-term enhancement of its corporate value.

10

17,560 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 DAIAMOND, 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
Reelection

4

Candidate for the
position of
Independent
External Director
Noriko Endo
(May 6, 1968)(Female)Apr. 2020

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.
● 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 studies. The Company once again nominates
her as a candidate for External Director with the expectation that she
will strengthen the monitoring and supervision functions over theGroup’s management and raise the quality of decision-making. 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.

11

1,100 shares
9 out of 9

No.

Name
(Date of Birth)(Gender)

Reelection

5

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● 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 two (2) years.

12

500 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.

13

4,100 shares
9 out of 9

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
7

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 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.

14

2,000 shares
8 out of 9

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

Apr. 2022

President and Representative Director of Hankyu
Corporation (to present)

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

Important Positions of Other Organizations Concurrently Held:

8

President and Representative Director of Hankyu Corporation
Newly Nominated Director of HANSHIN ELECTRIC RAILWAY CO., LTD.
Director of HANKYU TRAVEL INTERNATIONAL CO., LTD.
Yasuo Shimada(Jul. 21, 1964)● Reasons for nomination as candidate(Male)Mr. Yasuo Shimada has abundant experience and an extensive trackrecord, having been in charge mainly of corporate planning divisions,as the General Manager of the Group Planning Division and theManaging Director of Hankyu Corporation, the Group’s corecompany, as well as having served as the President and Representative
Director of Hankyu Corporation from April 2022. The Company
nominates him as a new 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.

15

1,800 shares
N/A

Name
(Date of Birth)(Gender)No.

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Apr. 1982
Jun. 2018
Jun. 2021
Newly NominatedCandidate for the
position of
Independent
External Directo

9

Mitsuyoshi
Kobayashi(Nov. 3, 1957)(Male)(Notes)1.

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 (to present)

Important Positions of Other Organizations Concurrently Held:
President, Executive Director and President, Executive Officer,
NIPPONTELEGRAPH
AND
TELEPHONE
WEST
CORPORATIONNo shares
N/A● 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 nominates him as a new candidate
for External Director, as he is expected to strengthen the monitoringand supervision functions over the management of the Group in its
promotion of DX (digital transformation) and raise the quality ofdecision-making.

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. Yoshishige Shimatani and Mr. Naoya Araki, respectively, 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 their respective liability for damages under Article 423,
16

Paragraph 1 of the Companies Act shall be limited to the amount specified by laws andregulations.
7.

On the condition that this Third Item of Business is approved as proposed, the Company willenter into a contract with Mr. Mitsuyoshi Kobayashi, pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act and Article 27 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 regulations.

8.

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.

9.

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.

10.

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.

11.

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.

17

Fourth 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 election of
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 Director Who Is an Audit & Supervisory Committee Member are as follows.
Name

Current Position at the Company

Masayoshi Ishibashi(Reelection) (Male)
Michiari Komiyama(Reelection) (External) (Independent) (Male)
Yuko Takahashi(Newly Nominated) (External) (Independent) (Female)

Director, Audit & Supervisory
Committee Member (full-time)
External Director, Audit & Supervisory
Committee Member
-

No.
1
2
3

No.

Name
(Date of Birth)(Gender)

Summary of Career and Important Positions of Other Organizations
Concurrently Held

Apr. 1979

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

Joined HANSHIN ELECTRIC RAILWAY CO., LTD.

Jun. 2013

Reelection
1

Masayoshi
Ishibashi(Feb. 13, 1956)(Male)

Standing Audit & Supervisory Board Member of
HANSHIN ELECTRIC RAILWAY CO., LTD (topresent)
Jun. 2013 Standing Audit & Supervisory Board Member of theCompany
Jun. 2020 Director, Audit and Supervisory Committee Member(full-time) (to present)
Important Positions of Other Organizations Concurrently Held:Standing Audit & Supervisory Board Member of HANSHINELECTRIC RAILWAY CO., LTD● Reasons for nomination as candidate
Mr. Masayoshi Ishibashi has abundant experience, an extensive trackrecord, and considerable knowledge of finance and accounting,having been involved in the Group’s finances and internal audits as
the Full-time Audit & Supervisory Board Member and the Director
Who Is an Audit & Supervisory Committee Member. The Company
once again nominates him as a candidate for Director who is an Audit& Supervisory Committee Member, as he is expected to strengthen
the monitoring and supervision functions over the Group’s
management.

18

6,280 shares
8 out of 9

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

Public Prosecutor of the Supreme Public Prosecutors
OfficeJul. 1999

Sep. 2013

Chief 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)

Jan. 2002
Jul. 2003

Reelection

2

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 withthe 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
Meeting of Shareholders is two (2) years (and his term of office as
External Audit & Supervisory Board Member is three (3) years).

19

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

1,400 shares
9 out of 9

Name
(Date of Birth)(Gender)No.

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

Newly NominatedCandidate for the
position of
Independent
External Director

3

Yuko Takahashi(Feb. 26, 1954)(Female)Head of Internal Medicine, Yamato Takada Municipal
HospitalJun. 2001 Attending physician, Smoking Cessation Clinic, Kyoto
University Hospital (to present)
Apr. 2002 Professor, Health Care Center of Nara Women’s
University
Apr. 2003 Professor, Graduate School of Humanities and Sciences,
Nara Women’s University
Apr. 2007 Visiting Director, Clinical Research Center, National
Hospital Organization Kyoto Medical Center (topresent)
May 2016 Specially-appointed Professor, Graduate School of
Medicine, Kyoto University (to present)
Important Positions of Other Organizations Concurrently Held:

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

No shares
N/A

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 nominates Ms. Yuko Takahashi as a new
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.

(Notes)1.

The candidates for the position of Director Who Is an Audit & Supervisory Board Member haveno special interests in the Company.

2.

Mr. Michiari Komiyama and Ms. Yuko Takahashi are candidates for the position of External
Director Who Is an Audit & Supervisory Committee Member.

3.

The Company has filed with the securities exchange on which its shares are listed a report on
independent officers, detailing that 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.hankyu20

hanshin.co.jp/corporate/data/officer.html) stipulated by the Company which takes into accountthe requirements for independence prescribed by the securities exchange.
4.

The Company has entered into an individual contract with Mr. Michiari Komiyama, 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 his respective liability for damages under
Article 423, Paragraph 1 of the Companies Act shall be limited to the amount specified by laws
and regulations.

5.

On the condition that this Fourth Item of Business is approved as proposed, the Company willenter into a contract with 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 theCompany, to the effect that her liability for damages under Article 423, Paragraph 1 of theCompanies Act shall be limited to the amount specified by laws and regulations.

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.
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.

21

(Reference) Skills Matrix of the Board of Directors subject to the approval of both Thirdand Fourth Item of Business as proposed
Name

Skill

Kazuo
Sumi
TakehiroSugiyama
Masao
Shin

Corporate
Management

Finance/Accounting

Legal/Risk
Management

Male

●

●

●

Male

●

●

Male

●

●

NorikoEndo

External
Independent
FemaleYuki
Tsuru

External
Independent
FemaleYoshishige
Shimatani
Naoya
Araki
Yasuo
ShimadaMitsuyoshi
Kobayashi
Masayoshi
Ishibashi

Michiari
Komiyama

Yuko
Takahashi●◎
Public andGovernment
Policy
◎

Male

◎

Male

◎

Male

●

External
Independent
Male
Audit &
Supervisory
Committee
Member
Male
Audit &
Supervisory
Committee
MemberExternal
Independent
Male
Audit &
Supervisory
Committee
MemberExternal
Independent
FemaleExpertise

●
◎
DX

◎

●

●

◎

◎
Public Health
Medicine●…Knowledge, experience and abilities possessed by Directors who are from the Company Group◎…Knowledge, experience and abilities that are expected particularly of Directors who are other thanthose above※ The above table is not an exhaustive list of the knowledge, experience and abilities possessed by each
Director.

22

Fifth 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)

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

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:
Attorney at law● 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 two (2) years.

500 shares
9 out of 9

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

3.

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 theCompany 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.
23

4.

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.

5.

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.

24Sixth Item of Business:

Revision of the Amount of Compensation for Directors Who Are Audit &Supervisory Committee Members

The amount of compensation for the Company’s Directors Who Are Audit & Supervisory Committee
Members was set at 2 million yen or less per month at the 182nd Ordinary General Meeting of Shareholders
held on June 17, 2020, and has remained the same to date. However, in light of various circumstances
including changes in the business environment, the Company proposes to revise such amount ofcompensation to 4 million or less per month.
This proposal, which comprehensively takes into account the above circumstances and the number of eligible
Directors, has been resolved by the Board of Directors, and is considered to be appropriate.
Currently, the number of Directors Who Are Audit & Supervisory Committee Members is three (3), and if
the Fourth Item of Business (Election of Three (3) Directors Who Are Audit & Supervisory Committee
Members) is approved as proposed, the number of Directors Who Are Audit & Supervisory Committee
Members will remain three (3).

25Seventh Item of Business:

Revision of the Stock Compensation Plan for Directors (Excluding
Directors Who Are Audit & Supervisory Committee Members)

1. Reason for the Proposal
With regard to the performance-based stock compensation plan to further give motivation to enhance theCompany’s corporate value and business performance, as well as to incentivize the enhancement ofshareholder value, which was approved by the 182nd Ordinary General Meeting of Shareholders held on
June 17, 2020 (the “Existing Plan”), the Company proposes to change scope of the eligible Directors from“the Company’s Directors who hold a Chairman or President position (excluding Directors Who Are Audit& Supervisory Committee Members)” to “the Company’s Representative Directors” (*) (the “Eligible
Directors”), and upon revising the details of the Existing Plan by changing the maximum amount of money
to be contributed by the Company and the maximum number of Company Shares, etc. (defined in paragraph
2 (1) below) (hereinafter, the performance-based stock compensation plan after the revision shall be referred
to as “the Plan”), to continue with the Plan.
The details of the Plan, which comprehensively take into account the above objective, the number of Eligible
Directors, the changes in the business environment, and other factors, have been resolved by the Board of
Directors upon consultation with the Compensation Committee, and are considered to be appropriate.
The Company, as indicated on page 38 of the Business Report, has set forth the policy on the determinationof individual compensation, etc. of Directors (excluding Directors Who Are Audit & Supervisory Committee
Members) (the “Determination Policy”) by resolution of the Board of Directors, upon consultation with theCompensation Committee. If this item of business is approved as proposed, the Company intends to amend
the Determination Policy in line with the details of this proposal.
The number of Representative Directors of the Company is currently three (3), and if the Third Item ofBusiness (Election of Nine (9) Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)) is approved as proposed, the number of Representative Directors of the Company will be four(4).
Additionally, there will be no change to the amount of compensation for Directors (Excluding Directors Who
Are Audit & Supervisory Committee Members) that was set separately from the amount of the stockcompensation and approved by the 182nd Ordinary General Meeting of Shareholders held on June 17, 2020
(which is 30 million yen or less per month (including 5 million yen or less per month for External Directors)).
The Company has received an opinion from the Audit & Supervisory Committee to the effect that it hasdetermined that the details of the Plan are appropriate.
(*) Directors Who Are Audit & Supervisory Committee Members are not included in the Company’s
Representative Directors
2. Amount of Compensation and Other Details of the Plan
(1) Outline of the Plan
The Plan is a stock compensation plan under which the Company’s shares are acquired by a trust, set
up by the Company and used in the Existing Plan, using the funds contributed by the Company ascompensation for Eligible Directors (the “Trust”), and the Company’s shares and money equivalent to
the liquidation value of such shares (“Company Shares, etc.”) are delivered and/or provided (“Delivery,etc.”) through the Trust to Eligible Directors in an amount calculated based on a performance indicatorfor each fiscal year of the Plan Period. The details of the Plan are described in (2) onward below.

26

(i)

Persons entitled to the
Delivery, etc. of Company
Shares, etc. that pertains to this
proposal

The Company’s Representative Directors (*)(*) Directors Who Are Audit & Supervisory Committee Members are not included in the Company’s
Representative Directors(ii) Impact of the Company’s shares that pertain to this proposal on the total number of issued shares
Maximum amount of money to becontributed by the Company for theacquisition of the Company’s
shares subject to the Delivery, etc.
to Eligible Directors(as described in (2) below)

1,320 million yen in total over the three fiscal years (440
million yen per fiscal year)

Method of acquisition of theCompany’s shares and maximum
number of Company Shares, etc.
subject to Delivery, etc. to Eligible
Directors(as described in (3) below)- The maximum number of points that can be granted to
Eligible Directors over the three fiscal years during the trust
period is 240 thousand points (equivalent to 240 thousand
shares).
- The average number of points per fiscal year is 80 thousand
points (equivalent to 80 thousand shares). *- As the Trust will acquire the Company’s shares in stock
market transactions, no dilution will occur.
* Equivalent to approximately 0.03% of the total number of the Company’s issued shares (excluding
treasury stock) as of March 31, 2022(iii) Performance indicator(as described in (3) below)

Net income attributable to owners of parent for the relevant
fiscal year(iv) Timing of Delivery, etc. ofCompany Shares, etc. to
Eligible Directors(as described in (3) below)

After retirement(2) Maximum amount of money to be contributed by the Company
The Plan covers a period of three consecutive fiscal years (the “Plan Period”). For each Plan Period, theCompany will contribute trust money in an amount not exceeding 1,320 million yen as compensation
for Eligible Directors, and establish (or extend, as prescribed below; the same hereinafter) a trust for atrust period of three years, the beneficiaries of which will be Eligible Directors who satisfy certain
beneficiary requirements. Under the Existing Plan, the maximum amount of money to be contributed
during the three fiscal years from the one ending on March 31, 2021 to the one ending on March 31,
2023 had been set at 480 million yen in total (160 million yen per fiscal year) but with this revision, themaximum amount to be contributed in the fiscal year ending on March 31, 2023 (one fiscal year) willbe 440 million yen.
At the expiration of the trust period, the Company may choose to continue the Plan by amending thetrust agreement and contributing additional money to the Trust. In this case, the trust period will be
extended for three years and the applicable Plan Period will be the three fiscal years following theextension of the trust period.
For each extended Plan Period, the Company will contribute additional money to the Trust in an amountnot exceeding 1,320 million yen and continue to grant points to Eligible Directors. In cases where suchan additional contribution is made, if there are any shares of the Company (excluding Shares, etc.
27equivalent to the points granted to Eligible Directors and are not yet delivered) or money remaining in
the trust property as at the last day of the trust period before the extension (“Residual Shares, etc”), theResidual Shares, etc will be succeeded by the extended Trust, and the sum of the amount of Residual
Shares, etc and additional trust money to be contributed will not exceed 1,320 million yen. The Plan
may subsequently be continued in the same manner by conducting such extension of the trust period
multiple times.
If any Eligible Directors who may meet the beneficiary requirements continue to remain in office at the
expiration of the trust period, although no further points will be granted thereafter to them, the trust
period of the Trust may be extended for a period of up to ten years until such Eligible Directors retire
and the Delivery, etc. of Company Shares, etc. to them is completed.
(3) Method of calculation and maximum number of Company Shares, etc. to be delivered to Eligible
Directors
In June each year during the trust period, the Company will grant points to Eligible Directors pursuant
to the Share Delivery Rules established by the Board of Directors of the Company (“Granted Points”).
The specific number of Granted Points to be granted will be determined based on the net income
attributable to owners of parent for the most recent fiscal year.
Granted Points will be accumulated each year, and the number of cumulative Granted Points will be
converted to ordinary shares of the Company at a conversion rate of one share per point upon theretirement of an Eligible Director. As a general rule, 70% (any shares less than one unit are discarded)of such shares of the Company will be delivered from the Trust, and the remaining number will beliquidated within the Trust and the money equivalent to the liquidation value of such shares will be
provided to the Eligible Directors.
The maximum total number of Granted Points to be granted to Eligible Directors during the trust periodof the Trust will be 240 thousand points (an average of 80 thousand points per fiscal year) for each Plan
Period consisting of three fiscal years. Under the Existing Plan, the maximum total number of Granted
Points to be granted to Eligible Directors for each Plan Period had been 120 thousand points (an averageof 40 thousand points per fiscal year). However, with this revision, the maximum total number ofGranted Points to be granted in the fiscal year ending on March 31, 2023 (one fiscal year) will be 80
thousand points.
In the event of an increase or decrease in the number of the Company’s ordinary shares held in the Trust
due to a share split, gratis allotment of shares, or share consolidation, etc., the Company will make anadjustment to the number of Company Shares, etc. subject to Delivery, etc. per point in accordance withthe ratio of such increase or decrease.
(4) Voting rights for the Company’s shares held in the Trust
For the purpose of ensuring neutrality with regard to management, no voting rights will be exercised for
the Company’s shares held in the Trust during the trust period.
(5) Treatment of dividends of the Company’s shares held in the Trust
Dividends from shares of the Company held in the Trust will be received by the Trust and used to pay
trust fees and expenses of the Trust. Any remaining dividends at the eventual termination of the Trust
after the payment of trust fees and expenses will belong to the Company within the limit of the trust
expense reserve, which is the amount of trust money less the funds for share acquisition, and any excess
over the trust expense reserve will be donated to an organization in which the Company does not have
any interest.
(6) Other details of the Plan28

Other details of the Plan will be determined by the Board of Directors as necessary.
End of Document29