Hankyu Hanshin : Notice of Convocation of the 186th Ordinary General Meeting of Shareholders

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 Japanese original, 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 the websites 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" and then 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 the Internet 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 for the 186th fiscal year (April 1, 2023 to March 31, 2024)

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2. Report on the audit results of the consolidated financial statements for the 186th fiscal year by the Accounting Auditors and the Audit & Supervisory Committee

Matters for Resolution:

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

4. 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 in Japanese.
• If you exercise your voting rights at the meeting by proxy (only one other shareholder who is able to exercise 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.

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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: [phone] (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 the electronic voting platform operated by ICJ, Inc. by applying in advance.

• Voting by mail
• • 
    Please 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 the procedures for voting by mail or via the Internet.

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Reference Materials for General Meeting of Shareholders

Items of Business and Reference Matters

First 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, and to 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% while emphasizing the further strengthening of the Group's management foundation. With this in mind, the Company wishes to pay final dividends as follows:

• Total payout ratio: Ratio of total annual dividends and share buybacks to net income attributable to shareholders 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
  2. • 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.
  3. 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.	Name	Current Position at the Company
1	Kazuo Sumi	Chairman and Representative Director,
(Reelection) (Male)	Group CEO
2	Yasuo Shimada	President and Representative Director
(Reelection) (Male)
3	Yusuke Kusu	Executive Vice President and
(Reelection) (Male)	Representative Director
4	Noriko Endo	External Director
(Reelection) (External) (Independent) (Female)
5	Yuki Tsuru	External Director
(Reelection) (External) (Independent) (Female)
6	Mitsuyoshi Kobayashi	External Director
(Reelection) (External) (Independent) (Male)
7	Yoshishige Shimatani	Director
(Reelection) (Male)
8	Naoya Araki	Director
(Reelection) (Male)
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				Number of
				Shares of the
	Name	Summary of Career and Important Positions of Other Organizations	Company
	Owned and
No.	(Date of Birth)
	Concurrently Held	Attendance at
	(Gender)
			Board of
				Directors'
				meetings
		Apr. 1973	Joined Hankyu Corporation
		Jun. 2000	Director of Hankyu Corporation
		Jun. 2002	Managing Director of Hankyu Corporation
		Jun. 2003	President and Representative Director of Hankyu
			Corporation
		Apr. 2005	President and Representative Director of Hankyu
			Holdings, Inc.
		Oct. 2006	President and Representative Director of the Company
		Mar. 2014	Chairman and Representative Director of Hankyu
			Corporation
	Reelection	Jun. 2017	Chairman and Representative Director, Group CEO of
			the Company (to present)
1	Kazuo Sumi	Important Positions of Other Organizations Concurrently Held:	64,640 shares
(Apr. 19,	11 out of 11
	1949)	Director of HANKYU TRAVEL INTERNATIONAL CO., LTD.
	(Male)	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 track
		record, having led the Group's management as the President and
		Representative 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 contribute
		to the sustainable growth of the Group and the medium- to long-term
		enhancement of its corporate value.

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			Number of Shares
	Name		of the Company
	Summary of Career and Important Positions of Other Organizations	Owned and
No.	(Date of Birth)	Attendance at
Concurrently Held
	(Gender)	Board of
			Directors'
			meetings
		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)
		Jun. 2022 Executive Vice President and Representative Director of
		the Company
		Mar. 2023 President and Representative Director of the Company
		(to present)
	Reelection	Important Positions of Other Organizations Concurrently Held:
2	Yasuo Shimada	President and Representative Director of Hankyu Corporation	4,500 shares
Director of HANSHIN ELECTRIC RAILWAY CO., LTD.	11 out of 11
	(Jul. 21, 1964)
	Director of Hankyu Hanshin Properties Corp.
	(Male)
	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 track
		record, 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 the
		Group and the medium- to long-term enhancement of its corporate
		value.

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						Number of Shares
	Name					of the Company
	Summary of Career and Important Positions of Other Organizations	Owned and
No.	(Date of Birth)	Attendance at
		Concurrently Held
	(Gender)			Board of
						Directors'
						meetings
		Apr. 1984 Joined HANSHIN ELECTRIC RAILWAY CO., LTD.
		Apr. 2013	Director of HANSHIN ELECTRIC RAILWAY CO.,
				LTD.
		Dec. 2017		Managing Director of	HANSHIN ELECTRIC
				RAILWAY CO., LTD.
		Apr. 2018 Executive Vice President and Representative Director of
				Hankyu Hanshin Properties Corp.
		Apr. 2020	Senior Managing Director of HANSHIN ELECTRIC
				RAILWAY CO., LTD.
		Apr. 2023	President and Representative Director of HANSHIN
				ELECTRIC RAILWAY CO., LTD. (to present)
		Jun. 2023 Executive Vice President and Representative Director of
				the Company (to present)
	Reelection	Important Positions of Other Organizations Concurrently Held:
3	Yusuke Kusu	President	and Representative Director	of HANSHIN ELECTRIC	10,200 shares
RAILWAY CO., LTD.		9 out of 9
	(Jun. 17, 1961)
	Director of Hankyu Corporation
	(Male)
	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 track
		record, 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 and
		Representative 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 the
		Group and the medium- to long-term enhancement of its corporate
		value.

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			Number of Shares
	Name		of the Company
	Summary of Career and Important Positions of Other Organizations	Owned and
No.	(Date of Birth)	Attendance at
Concurrently Held
	(Gender)	Board of
			Directors'
			meetings
		Jun. 1994 Joined DIAMOND, INC.
		Sep. 2013 Visiting Researcher at Policy Alternatives Research
		Institute of The University of Tokyo
		Apr. 2015 Project Professor of Keio University (to present)
		Jun. 2019 Director of the Company (to present)
		Apr. 2024 Professor of Research Council at Waseda University (to
		present)
	Reelection	Important Positions of Other Organizations Concurrently Held:
	Candidate for the	Professor of Research Council at Waseda University
	External Director of AIN HOLDINGS INC.
	position of
	External Director of Japan Elevator Service Holdings Co., Ltd.
4	Independent	1,700 shares
External Member of the Board of NIPPON TELEGRAPH AND
External Director	11 out of 11
	TELEPHONE CORPORATION
	Noriko Endo	● Reasons for nomination as candidate and a summary of the roles
	(May 6, 1968)
	(Female)	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 monitoring
		and supervision functions over the Group'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 five (5) years.

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			Number of Shares
	Name		of the Company
	Summary of Career and Important Positions of Other Organizations	Owned and
No.	(Date of Birth)	Attendance at
Concurrently Held
	(Gender)	Board of
			Directors'
			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	Attorney at law
	Candidate for the	External Director of SUGIMOTO & CO., LTD
	External Director of JAMCO Corporation
	position of	External Director (Audit and Supervisory Committee Member) of
5	Independent	ARE Holdings, Inc.	1,100 shares
	External Director		11 out of 11
	Yuki Tsuru	● Reasons for nomination as candidate and a summary of the roles
	expected of the candidate, etc.
	(May 16, 1969)
	Ms. Yuki Tsuru is currently actively practicing law. The Company
	(Female)
	once again nominates her as a candidate for External Director with the
		expectation that she will strengthen the monitoring and supervision
		functions over the Group's management and raise the quality of
		decision-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.

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							Number of Shares
	Name						of the Company
	Summary of Career and Important Positions of Other Organizations	Owned and
No.	(Date of Birth)	Attendance at
	Concurrently Held
	(Gender)			Board of
							Directors'
							meetings
		Apr. 1982	Joined Nippon	Telegraph	and Telephone	Public
			Corporation
		Jun. 2018	President and	Representative Director of NIPPON
			TELEGRAPH	AND	TELEPHONE	WEST
			CORPORATION
		Jun. 2021 President, Executive Director and President, Executive
			Officer, NIPPON TELEGRAPH AND TELEPHONE
			WEST CORPORATION
		Jun. 2022 Director of the Company (to present)
		Jun. 2022	Senior Adviser	to NIPPON TELEGRAPH	AND
	Reelection		TELEPHONE WEST CORPORATION (to present)
	Candidate for the	Important Positions of Other Organizations Concurrently Held:
	position of	Senior Adviser to NIPPON TELEGRAPH AND TELEPHONE
	Independent	WEST CORPORATION				400 shares
6	External Director	External Director of SEIREN CO., LTD.
		11 out of 11
		External Director of SUMITOMO LIFE INSURANCE COMPANY
	Mitsuyoshi
	Kobayashi	● Reasons for nomination as candidate and a summary of the roles
	(Nov. 3, 1957)	expected of the candidate, etc.
	(Male)
	Mr. Mitsuyoshi Kobayashi has abundant management experience and
		the perspective of a corporate manager as well as an extensive track
		record, having served as the President and Executive Director of
		NIPPON	TELEGRAPH	AND	TELEPHONE	WEST
		CORPORATION. The Company once again nominates him as a
		candidate for External Director, as he is expected to strengthen the
		monitoring and supervision functions over the management of the
		Group in its promotion of DX (digital transformation) and raise the
		quality of decision-making. His term of office from his election as
		External Director of the Company to the close of this General Meeting
		of Shareholders is two (2) years.

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