Hankyu Hanshin : Notice of Convocation of the 185th Ordinary General Meeting of Shareholders

Notice: This is a translation of the Notice of Convocation of the 185th Ordinary General Meeting of Shareholders of Hankyu Hanshin Holdings, Inc. and is made solely for the convenience of foreign shareholders. In the case of any discrepancy between the translation and the Japanese original, the latter shall prevail.

[Translation]

Securities Code: 9042

May 26, 2023

To our shareholders

Kazuo Sumi, Chairman and Representative Director

Hankyu Hanshin Holdings, Inc.

1-1, Sakaemachi, Ikeda-shi, Osaka

(Head Office: 1-16-1, Shibata, Kita-ku,Osaka-shi)

Notice of Convocation of the 185th Ordinary General Meeting of Shareholders

Hankyu Hanshin Holdings, Inc. (the "Company") hereby notifies you as follows that the 185th Ordinary General Meeting of Shareholders of the Company will be held as described below.

If you will not be attending the meeting in person, we ask that you exercise your voting rights via the Internet or by mail after studying the Reference Materials for the General Meeting of Shareholders attached below and confirming the Information on the Exercise of Voting Rights on page 3.

		Details
1.	Date and Time	10:00 a.m., Friday, June 16, 2023
2.	Location of Meeting	Main Hall, Umeda Arts Theater
		19-1, Chayamachi, Kita-ku,Osaka-shi

3. Purpose of Meeting Matters for Reporting:

1. Report on the business report, consolidated financial statements and financial statements for the 185th fiscal year (April 1, 2022 to March 31, 2023)
2. Report on the audit results of the consolidated financial statements for the 185th fiscal 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 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.

5. 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.

The Company has sent a document containing the Electronic Provision Measures Matters to all shareholders with voting rights for this General Meeting of Shareholders.

[Website of the Company] https://www.hankyu-hanshin.co.jp/ir/stock/meetings.html

[Website for the Materials for General Meeting of Shareholders] https://d.sokai.jp/9042/teiji/

[Website of the Tokyo Stock Exchange, Inc. (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

• • Please find the relevant information by inputting either the Company name or the security code "9042" and then by clicking "Basic information" and "Documents for public inspection/PR information."
• Please understand that if any revisions are required to be made to the Electronic Provision Measures Matters, the Matters before and after the revisions will be posted on the websites set out above 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.
• The Company asks that shareholders refrain from attending the meeting in person if they have a fever and/or a cough. Necessary measures will be taken to prevent the spread of infection in accordance with the status of the novel coronavirus situation on the day of the meeting. The Company would also like to ask shareholders to check the Company website mentioned above, as any major changes relating to the holding of the meeting will be posted there.

2

Information on the Exercise of Voting Rights

There are three methods for exercising your voting rights:

• Voting via the Internet
• • 
    Please input your approval or disapproval in accordance with the instructions on the voting website. Deadline for exercising voting rights: to be completed by 5:50 p.m. on June 15, 2023 (Thursday)
    JST
  • You cannot vote via the Internet on the voting website between the hours of 2:00 a.m. and 5:00 a.m. JST each day.
  • All costs of internet connections, data fees, etc. are to be borne by the shareholder.

For further assistance regarding IT matters, please contact:

Corporate Agency Division (Help Desk)

Mitsubishi UFJ Trust and Banking Corporation

Phone: [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 15, 2023 (Thursday) JST
• Voting at the General Meeting of Shareholders
  Please present the enclosed voting form to the reception desk of the venue. You are also requested to bring this Notice of Convocation of the General Meeting of Shareholders with you to the meeting.

Multiple voting

If you vote both via the Internet and by mail, the Company will treat the vote cast via the Internet as effective.

If you vote via the Internet multiple times, or you vote via a PC or a smartphone multiple times, the final vote cast will be deemed as effective.

• If you will be attending the General Meeting of Shareholders, you are not required to follow the procedures for voting by mail or via the Internet.

3

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: 25 yen per share of common stock, totaling 6,062,423,950 yen
  2. • 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.
  3. Date that the distribution of retained earnings becomes effective: June 19, 2023

Second Item of Business: Election of Eight (8) Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)

The terms of office of all nine (9) Directors (excluding Directors Who Are Audit & Supervisory Committee Members and the same shall apply hereafter in this Item of Business) shall expire at the close of this General Meeting of Shareholders.

Accordingly, the Company proposes the election of eight (8) Directors.

The Audit & Supervisory Committee believes that all candidates are appropriate.

The candidates for the position of Director are as follows.

No.	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	Noriko Endo		External Director
(Reelection) (External) (Independent) (Female)
4	Yuki Tsuru		External Director
(Reelection) (External) (Independent) (Female)
5	Mitsuyoshi Kobayashi		External Director
(Reelection) (External) (Independent) (Male)
6	Yoshishige Shimatani		Director
(Reelection) (Male)
7	Naoya Araki		Director
(Reelection) (Male)
8	Yusuke Kusu	-
(Newly Nominated) (Male)

4

				Number of Shares
				of the Company
	Name	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. 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.

1

Reelection

Kazuo Sumi

(Apr. 19, 1949)

(Male)

Oct. 2006 President and Representative Director of the Company

Mar. 2014 Chairman and Representative Director of Hankyu Corporation

Jun. 2017 Chairman and Representative Director, Group CEO of the Company (to present)

Important Positions of Other Organizations Concurrently Held:

Director of HANKYU TRAVEL INTERNATIONAL CO., LTD. Director of H2O RETAILING CORPORATION

External Director of ASICS Corporation Director of TOHO CO., LTD.

Director of TOKYO RAKUTENCHI CO., LTD.

• Reasons for nomination as candidate

Mr. Kazuo Sumi has abundant experience and an extensive 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.

36,640 shares

11 out of 11

5