Corporate Governance

As of October 1, 2025

Summary of Hankyu Hanshin Holdings and its Group corporate governance structure

Basic approach to corporate governance

To remain a company that customers and stakeholders trust, we are working to strengthen and enhance corporate governance by increasing the transparency and soundness of business management and by ensuring legal compliance and appropriate timely information disclosure.
Based on the above basic approach, we have outlined the following policies through which we will work to fulfill the principles of the corporate governance code as we aim to achieve sustainable growth and increase our medium to long term corporate value.

We shall respect shareholders' rights and ensure equality.
We shall take into consideration the interests of shareholders and other stakeholders and cooperate with them appropriately.
We shall disclose corporate information appropriately and ensure transparency.
We shall ensure that the Board of Directors performs its roles and duties appropriately and ensure advanced oversight and decision making.
We shall have constructive dialogue with shareholders with a view to sustaining our growth and enhancing corporate value over the medium to long term.

Corporate Governance Structure

Directors（excluding Audit & Supervisory Committee Members) : 10 members
Directors(Audit & Supervisory Committee Members) : 3 members

Summary of Hankyu Hanshin Holdings and its Group corporate governance structure

Hankyu Hanshin Holdings, Inc. (our Company), is a pure holding company, and the conduct of operations is basically the responsibility of Group member companies. Our Company's principal role is monitoring and supervision of the entire Group--meaning that these functions are separate from the conduct of Group businesses.

Under this structure, our Company possesses the authority to approve matters related to Company and Group management policies and business strategies as well as the medium-term management plan and annual management plan for each core business. As necessary, we also have operating companies submit progress reports on business execution. When the Group company will engage in activities that are critical to Group management (for example, investments above a certain level of capital), we may require the company obtain approval from, or report to, Hankyu Hanshin Holdings in advance. This structure enables the monitoring and supervision of each Group company and helps improve Group overall governance.

Board of Directors, which is comprised of internal directors and outside directors, holds meetings during which we approve and receive reports on the abovementioned matters. Furthermore, we also have established a Group Management Committee, which serves as a preliminary entity for deliberating matters prior to presenting them to the Board of Directors and whose membership is made up of the representatives of core businesses throughout the Group.

In addition, in order to enhance the effectiveness of risk management at each business through more substantive discussions and opinion exchanges at operating companies, main core companies appoint Directors and Audit & Supervisory Board Members from outside the Group.

Further, to ensure transparency and objectivity concerning the appointment and remuneration of Directors (excluding Directors who are Audit & Supervisory Committee members for remuneration matters), the Company has established the Nomination and Compensation Committee, which is composed of the Chairperson (or the President & Representative Director in the event of absence or an accident), and Outside Directors independent of the Company, with an Outside Director serving as Committee Chair. The Nomination and Compensation Committee deliberates and makes decisions on matters concerning the appointment of Directors, and on the remuneration of Directors (excluding Directors who are Audit & Supervisory Committee members for remuneration matters), based upon consultation with the Board of Directors before making its recommendations.

Furthermore, as part of efforts to strengthen Group core competence, all administration concerning capital procurement for the Group has been consolidated into our Company, in principle, and we promote the creation of frameworks for ensuring the allocation of necessary capital within the scope of management plans we have approved. Through this structure, we are working to strengthen Group governance related to capital.

Company management decision-making and business management organizations related to business execution and supervision

Board of Directors and Directors

The Board of Directors possesses the authority to approve matters related to Company and Group management policies and business strategies as well as the management plans for each core business. The Board of Directors monitors and supervises Group companies and works to improve Group overall governance by having operating companies submit reports as necessary on important investments and other business execution.

To strengthen monitoring and supervisory functions and to improve the quality of decision-making, we have formed a Board of Directors consisting of 13 directors, of whom six members, including three women, are appointed as independent outside directors. Furthermore, of the 13 directors, three members are directors serving as Audit & Supervisory Committee members and who comprise the Audit & Supervisory Committee.

Group Management Committee

The Group Management Committee, chaired by the Group CEO and comprised of full-time Directors (excluding Directors who are Audit & Supervisory Committee Members), Executive Officers, and representatives of each core business our Group, deliberates and approves important matters related to Group management, such as management strategies, in addition to matters resolved by the Board of Directors.

Nomination and Compensation Committee

The Nomination and Compensation Committee comprises the Chairperson and Representative Director (or President and Representative Director, in the Chairperson's absence or unavailability) and all Outside Directors who are independent of the Company, and is chaired by one of the Outside Directors. This committee ensures transparency and objectivity in Director personnel matters, such as appointments, dismissals, and the formulation and operation of succession plans for the Group CEO, as well as in the compensation of Directors (excluding Directors who are Audit & Supervisory Committee Members). It deliberates and makes decisions on matters related to Director appointments and compensation upon consultation with the Board of Directors, and then submits recommendations.

Audit & Supervisory Committee Members and the Audit & Supervisory Committee

The Audit & Supervisory Committee is comprised of three Audit & Supervisory Committee members, of whom two are outside directors who maintain a position of independence from the Company and have advanced expertise in their respective fields to further elevate the appropriateness of decision-making related to business execution. Furthermore, we have created an environment for audits and supervision by the Audit & Supervisory Committee by having the full time Audit & Supervisory Committee member attend Group Management Committee and other Group meetings.

Compensation of Directors

The Company's compensation system for Directors (excluding Directors who are Audit & Supervisory Committee Members) further motivates them to enhance the Company's corporate value and business performance, as well as to enhance shareholder value. Compensation comprises two elements: fixed monetary compensation paid according to position and job responsibilities, and performance-linked stock compensation paid in trust to Representative Directors.

(Notes)

Stipulated number of directors The Company Articles of Incorporation stipulate that the Company shall appoint four or more directors and three or more directors who are Audit & Supervisory Committee members.
Requirements for the nomination of directors The Company Articles of Incorporate stipulate that resolutions on the appointment of directors shall be divided into categories of directors who are Audit & Supervisory Committee members and other directors. Furthermore, votes shall require attendance by shareholders possessing one-third or more of exercisable shareholder voting rights, an affirmative vote shall require a majority vote among said voting rights, and votes shall not be via cumulative vote.

Compliance