6-K 1 k00321e6vk.txt HITACHI, LTD. ================================================================================ FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2003 Commission File Number 1-8320 ------ Hitachi, Ltd. ------------- (Translation of registrant's name into English) 6, Kanda-Surugadai 4-chome, Chiyoda-ku, Tokyo 101-8010, Japan ------------------------------------------------------------- (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F X Form 40-F ----- ----- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): -------------- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): -------------- Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X ----- ----- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ------------ ================================================================================ This report on Form 6-K contains the following: 1. Press release dated January 6, 2003 regarding establishment of a new hard disk drive storage company. 2. Notice of Holding the Extraordinary General Meeting of Shareholders and Voting Right Card. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Hitachi, Ltd. ----------------------------------------- (Registrant) Date January 27, 2003 By /s/ Kazuo Kumagai ---------------- ------------------------------------- Kazuo Kumagai Executive Vice President and Director FOR IMMEDIATE RELEASE Contacts: Japan: U.S.: Yasuo Hirano Matt Takahashi Hitachi, Ltd. Hitachi America, Ltd. +81-3-3258-2057 +1-650-244-7902 yasuo_hirano@hdq.hitachi.co.jp masahiro.takahashi@hal.hitachi.com U.S.: Singapore: Kim Nguyen Yuji Hoshino Hitachi Global Storage Technologies, Inc. Hitachi Asia Ltd. +1-408-256-7589 +65-6231-2522 kim.nguyen@hgst.com yhoshino@has.hitachi.com.sg U.K.: Kantaro Tanii Hitachi Europe Ltd. +44-(0)1628-585379 kantaro.tanii@hitachi-eu.com Hitachi Establishes "Hitachi Global Storage Technologies," Taking A Bold New Step for Storage Innovation TOKYO, Japan and SAN JOSE, Calif. - January 6, 2003 - Hitachi, Ltd. (NYSE: HIT, TSE: 6501) today announced that it has created a new hard disk drive (HDD) storage company with the most advanced technology, the most extensive product line, and the greatest global reach in the industry. The new company, named Hitachi Global Storage Technologies, which comprises the HDD operations of Hitachi and IBM, is headquartered in San Jose, California. The new company is 70 percent owned by Hitachi, with the remainder of the shares held by IBM. Hitachi, however, will assume full ownership at the end of 2005. IBM will have no involvement in the management of Hitachi Global Storage Technologies. Hitachi and IBM reached a framework agreement in June last year under which Hitachi would purchase IBM's HDD operations for US$2.05 billion. Since then, the two companies reached agreements regarding all related matters, including contracts for the supply of HDDs to IBM, treatment of intellectual property and the provision of services. Based on these agreements, and a revision in operating bases and personnel covered by this acquisition, the deal closed on December 31, 2002. As an entity specializing in HDDs, Hitachi Global Storage Technologies will bring together the mutually complementary qualities of both its founding companies. Hitachi boasts cutting-edge R&D capabilities, such as in perpendicular magnetic recording technology. Having invented the HDD, IBM has extensive technological expertise backed by an industry-leading number of patents, and top-level product development capabilities. With an expanded product lineup, increased production capacity, and enhanced global development, production and sales networks as a result of this integration, Hitachi Global Storage Technologies is in an extremely competitive position. "The completion of this deal changes everything in the storage industry -- no one else has the depth of knowledge and the breadth of technology that we have to offer," said Dr. Jun Naruse, chief executive officer, Hitachi Global Storage Technologies. "Customers will see new HDD technologies reach the marketplace more quickly than ever before, helping them meet their growing needs for versatile, robust and economical storage technologies." The company will provide the most extensive line of HDDs in the industry, covering every major segment from consumer-focused 1-inch to enterprise-level 3.5-inch products. The worldwide sales and support capabilities of Hitachi Global Storage Technologies will provide customers with unequaled access to products and services. Hitachi Global Storage Technologies aims to use its world-class R&D capabilities and state-of-the-art technologies to be a driving force behind further advances in the HDD format. The new company is determined to be a leader in the HDD industry by developing products and offering support in a timely manner to meet various needs in the IT market. HDDs are expected to be in increasing demand for use in mobile terminals, PCs, servers and other information appliances, as well as emerging consumer electronics market, like car navigation systems, set-top boxes and other products. Powerful hardware is a vital element of efforts to bolster the Hitachi Group's solutions delivering abilities. Hitachi also sees the opportunity to capture many synergies with Hitachi Global Storage Technologies in the Hitachi Group's consumer electronics operations, including information appliances. In the field of redundant array of independent disks (RAID) storage systems, in particular, Hitachi hopes to develop worldwide storage solutions that take advantage of Hitachi Global Storage Technologies' powerful HDDs. One of Hitachi's overarching goals is to leverage its competitive edge in HDDs to exercise leadership in the IT industry by building the infrastructure needed to support a ubiquitous information society. - 2 - Hitachi Global Storage Technologies commenced operations on January 1, 2003, integrating IBM's HDD production and marketing bases with Hitachi's U.S. HDD sales division. On April 1, plans call for Hitachi, Ltd.'s Data Storage Systems Division, which operates an HDD manufacturing facility in Kanagawa Prefecture, to be integrated with the Japanese subsidiary of Hitachi Global Storage Technologies by taking advantage of Japan's corporate split law. Plans are also in hand for all Hitachi's HDD production and sales locations, including sales operations in Europe and Asia, to join Hitachi Global Storage Technologies. Profile of the New Company (As of April 1, 2003) Company name: Hitachi Global Storage Technologies, Inc. (Headquartered in the U.S.) Stockholders' Equity: US$2.029 billion (on establishment) Top management team: Yoshiro Kuwata, (non-resident) Chairman of the Board (Executive Vice President and Director, Hitachi, Ltd.) Jun Naruse, CEO (Managing Officer, Hitachi, Ltd.) Douglas Grose, COO (formerly general manager of IBM's Storage Technology Division) Ryuichi Yagi, CFO (Managing Officer, Hitachi, Ltd.) Development locations: A total of 5 bases in the U.S. and Japan Manufacturing locations: 8 bases in 7 countries--the U.S., Japan, the Philippines, Singapore, Mexico, China and Thailand Sales locations: Bases in 13 countries, including the U.S., Japan, England, Germany, France, Singapore, Taiwan and China Main products: 3.5-, 2.5-, 1.8- and 1.0-inch HDDs Employees: Approx. 21,500 (Hitachi, approx. 6,800; IBM, approx. 14,700) Fiscal year end: December 31 About Hitachi Hitachi, Ltd., headquartered in Tokyo, Japan, is a leading global electronics company, with approximately 320,000 employees worldwide. Fiscal 2001 (ended March 31, 2002) consolidated sales totaled 7,994 billion yen ($60.1 billion).The company offers a wide range of systems, products and services in market sectors, including information systems, electronic devices, power and industrial systems, consumer products, materials and financial services. For more information on Hitachi, please visit the company's Web site at http://global.hitachi.com. - 3 - (Translation) Hitachi, Ltd. 6, Kanda-Surugadai 4-chome Chiyoda-ku, Tokyo January 9, 2003 To Our Shareholders Re: Notice of Holding the Extraordinary General Meeting of Shareholders Dear Sir/Madam: This is to inform you that the Extraordinary General Meeting of Shareholders of Hitachi, Ltd. (the "Company") will be held as follows: 1. Date Thursday, February 6, 2003 at 10:00 a.m. 2. Location The Conference Room in Higashi-Ochanomizu Building 29, Kanda-Awajicho 2-chome, Chiyoda-ku, Tokyo 3. Agenda Matters to be resolved Item No. 1 Approval of the Plan for Joint Corporate Split by the Company and Mitsubishi Electric Corporation Item No. 2 Amendment to the Articles of Incorporation Very truly yours, Etsuhiko Shoyama President and Director Reference information regarding exercise of voting right and the substance of agenda are included in the following pages. 1 Aggregate number of voting rights owned by shareholders 3,325,934 (As of November 29, 2002) Matters to be resolved Item No. 1 Approval of the Plan for Joint Corporate Split by the Company and Mitsubishi Electric Corporation 1. Reasons for the Joint Corporate Split The intense global competition currently confronting the semiconductor business requires Hitachi to implement management strategies that give full play to its corporate strengths, through the specialization of its operations such as R&D and production and the channeling of resources into specific products, particularly ones with high added value. In order for the semiconductor operations to be a reliable source of profits in this business environment, Hitachi must strengthen the sector's competitiveness by building still more flexible management capability and taking advantage of the Company's technological superiority to concentrate on high-growth businesses and products with markets of scale. We have concluded that the best choice toward this end is to join hands with Mitsubishi Electric Corporation, specifically to consolidate the semiconductor operations centered in system LSIs of Hitachi and Mitsubishi Electric Corporation after they are split off from the respective companies. The resulting new company will be operated as a manufacturer specializing in semiconductors, with the aims of speeding up decision-making, most notably with regard to R&D and new plant and equipment investment, and establish a sound profit base by synergistic fusing of the advanced technologies of the two partner companies. The new company's strategy for developing a powerful business foundation will be to focus on securing stable profits in the microcomputer business positioned as global leaders in both technology and scale, while also utilizing the technological advantages in the flash memory and general-purpose semiconductor businesses of the partner companies to build these businesses up into future profit sources. The new company will also strive to expand the system LSI business toward achieving the leading position in the market, directing the main thrust of this effort into the promising mobile, network, automotive and digital home electronics fields. The consolidation of operations will also be used to boost competitiveness by increasing sales and reducing cost through unification of R&D bases, efficient utilization of production facilities and centralized purchasing. In these and other respects, the new company's businesses will be pursued toward the goals of achieving higher profits for both partners and responding to the expectations of shareholders. Management sincerely hopes that the shareholders agree with our conclusion and approve this proposal. 2 2. The Contents of the Plan for Joint Corporate Split Mitsubishi Electric Corporation ("Mitsubishi") and Hitachi, Ltd. ("Hitachi") formulate a plan as to their joint corporate split (the "Joint Corporate Split") by which part of their respective businesses will be transferred to a new company (the "New Company") to be incorporated jointly by Mitsubishi and Hitachi, as follows: Article 1. (Method of corporate split) Mitsubishi and Hitachi shall jointly incorporate a New Company and transfer their respective businesses as set forth below to the New Company: (1) The following businesses assigned to the units of Mitsubishi to be transferred (the "Transferred Businesses of Mitsubishi"): (i) Business relating to design, manufacture and sale of system LSIs, semiconductor devices and memories (excluding DRAMs); and (ii) Any other business pertaining to the above business. The units of Mitsubishi to be transferred are as follows: Semiconductor Group, Semiconductor Section in Global Strategic Marketing & Operations Dept. and Semiconductor Departments in Branch Offices excluding Discrete Device Sect., Discrete Device Sect. A, Discrete Device Sect. B, Semiconductor Business Planning Project, Power Device Div., High Frequency & Optical Semiconductor Div., Kitaitami Administration Center, Sagami Administration Center, Printed Circuit Board Dept., LCD Business Div., and Printed Circuit Board Sect., Domestic Marketing Div. B. (2) The following businesses assigned to the Semiconductor & Integrated Circuits of Hitachi (excluding the Semiconductor Business Division; the same applies hereinafter) (the "Transferred Businesses of Hitachi"): (i) Business relating to design, manufacture and sale of system LSIs, semiconductor devices and memories (excluding DRAMs); and (ii) Any other business pertaining to the above business. Article 2. (Date of split) The date of split for the Joint Corporate Split shall be April 1, 2003. Article 3. (Articles of Incorporation) The provisions of the Articles of Incorporation of the New Company shall be as described in Exhibit 1 attached hereto. Article 4. (Shares to be issued upon the Joint Corporate Split and the allocation thereof) Upon the Joint Corporate Split, the New Company shall issue 5,000,000 shares of common stock, which shall be allocated as follows: (1) To Mitsubishi: 2,250,000 shares. (2) To Hitachi: 2,750,000 shares. Article 5. (Capital and capital reserve) The amounts of capital and capital reserve of the New Company shall be as set forth below: (1) Capital: 50,000,000,000 Japanese yen. (2) Capital reserve: Such amount of excess as provided for in Article 288-2, paragraph 1, item 3-2 of the Commercial Code of Japan. 3 Article 6. (Money delivered upon split) Upon the Joint Corporate Split, the New Company shall deliver no money to its shareholders. Article 7. (Rights, obligations, etc. to be acquired and assumed) As of the date of split set forth in Article 2 hereof, the New Company shall acquire and assume the following rights and obligations from Mitsubishi and Hitachi, respectively: (1) All rights and obligations relating to the property, intellectual property rights, accounts receivable and payable, and contractual statuses of Mitsubishi as described in Exhibits 2 through 4 attached hereto, as well as the employment agreements and all other rights and obligations between Mitsubishi and its employees as described in Exhibit 5 attached hereto; and (2) All rights and obligations relating to the property, intellectual property rights, accounts receivable and payable, and contractual statuses of Hitachi as described in Exhibits 6 through 8 attached hereto, as well as the employment agreements and all other rights and obligations between Hitachi and its employees as described in Exhibit 9 attached hereto. With regard to the rights and obligations set forth in the preceding paragraph, the New Company shall ultimately be liable for any obligation to be assumed by the New Company concurrently with Mitsubishi or Hitachi and any obligation that shall be a joint and several obligation of Mitsubishi or Hitachi and the New Company pursuant to the provision of Article 374-10, paragraph 2 of the Commercial Code of Japan. Article 8. (Registration, recordation, etc.) All expenses, including registration and license taxes, required for formalities, including registration, recordation and notification, with regard to the property and other items to be acquired as provided for in the preceding Article shall be borne by the New Company. Article 9. (Date to convene General Meetings of Shareholders for split approval) Mitsubishi and Hitachi shall respectively convene General Meetings of Shareholders on February 6, 2003 to seek resolutions for approval of the Plan for Joint Corporate Split (the "Plan") and on all matters necessary for the Joint Corporate Split. Article 10. (Directors and Corporate Auditors of the New Company) The initial Directors and Corporate Auditors of the New Company shall be appointed as follows: (1) Directors: Koichi Nagasawa, Satoru Ito, Yasuhiko Fukuda, Masayoshi Ito, Katsumi Suizu, Koichi Ogino, Hideo Inayoshi, Chikara Onishi, Michiharu Nakamura, Katsuhiro Tsukamoto (2) Corporate Auditors: Kimihiro Ogawa, Takashi Miyoshi, Masanori Saito Article 11. (Accounting auditor of the New Company) Shin Nihon & Co. shall be appointed as an accounting auditor of the New Company. Article 12. (Duties of diligence of a good manager) Each of Mitsubishi and Hitachi shall manage and administer the Transferred Businesses of Mitsubishi and Hitachi with the diligence of a good manager during the period after the formulation of the Plan to the date of split set forth in Article 2 hereof. Any act that may have a material effect on its property and rights or obligations shall be done upon prior consultation with the other party hereto. 4 Article 13. (Change and termination of the Plan) In the event that during the period after the formulation of the Plan to the date of split set forth in Article 2 hereof, there occurs any material change in the state of property or operations of either of Mitsubishi or Hitachi due to any act of providence or other events or there occurs any specific event that may make the Joint Corporate Split inadequate, the Plan may be changed or annulled, upon consultation between Mitsubishi and Hitachi. The Plan shall become null and void if the approval at the General Meeting of Shareholders of Mitsubishi or Hitachi set forth in Article 9 hereof or the approval by the competent authorities of the Joint Corporate Split as provided for in laws and ordinances is not obtained. Article 14. (Matters for consultation) Unless otherwise stipulated in the Plan, all matters necessary for the Joint Corporate Split shall be determined upon consultation between Mitsubishi and Hitachi in accordance with the purpose of the Plan. 5 (Exhibit 1) The Articles of Incorporation of the New Company Chapter I General Provisions Article 1. (Corporate name) The Company shall be called "Kabushiki Kaisha Renesas Technology" in Japanese and "Renesas Technology Corp." in English. Article 2. (Corporate purpose) The purpose of the Company shall be to carry on the following businesses: 1. Development, design, manufacture, sale and maintenance of semiconductor devices, semiconductor integrated circuits and parts in which semiconductor devices and semiconductor integrated circuits are incorporated. 2. Development, design, preparation, sale and maintenance of software relating to semiconductor integrated circuits. 3. Any and all businesses pertaining to or relating to the foregoing items. Article 3. (Location of head office) The Company shall have its head office in Chiyoda-ku, Tokyo. Article 4. (Method of public notices) The public notices of the Company shall be given by publication in the Nihon Keizai Shimbun published in Tokyo. Chapter II Shares Article 5. (Total number of shares authorized to be issued) The total number of shares authorized to be issued by the Company shall be 20,000,000 shares. Article 6. (Restriction on transfer of shares) The transfer of shares of the Company shall be approved by the Board of Directors. Article 7. (Share Handling Regulations) In addition to what is provided in laws, ordinances or these Articles of Incorporation, the denominations of share certificates, registration of the transfer of shares, registration of rights of pledges, declaration of property in trust, non-possession of share certificates, notices from shareholders, reissue of share certificates, handling of exercise of voting rights and other rights of shareholders by electronic means and other matters relating to the handling of shares as well as fees therefor shall be governed by the Share Handling Regulations established by the Board of Directors. Article 8. (Record date) The Company shall deem the shareholders having voting rights registered or recorded in the last share register as of the last day of each business term to be the shareholders entitled to exercise the rights of shareholders at the ordinary General Meeting of Shareholders for such business term. In addition to the preceding paragraph, if it is deemed necessary, the Company may, by giving public notice in advance, by resolution of the Board of Directors, set a record date. Chapter III General Meeting of Shareholders Article 9. (Convocation) An ordinary General Meeting of Shareholders shall be convened within three months from the day immediately following the end of each business term and an extraordinary General Meeting of Shareholders shall be convened whenever necessary. Article 10. (Convener and chairmanship) A General Meeting of Shareholders shall be convened by the President & COO and chairmanship of a General Meeting of Shareholders shall be assumed by the President & COO unless otherwise provided by laws or ordinances. If there is no President & COO or the President & COO is prevented from discharging his duties, another Director shall convene such meeting and act as such chairman in the order previously fixed by the Board of Directors. 6 Article 11. (Method of resolutions) Unless otherwise provided by laws, ordinances or these Articles of Incorporation, resolutions at a General Meeting of Shareholders shall be adopted by a majority of the votes of the shareholders present. Article 12. (Exercise of voting rights by proxy) Shareholders may exercise their voting rights by proxy; provided, however, that such proxy must be a shareholder of the Company entitled to vote. Article 13. (Minutes) Minutes shall be prepared entering or recording therein the general proceedings and the results at a General Meeting of Shareholders, and the chairman and the Directors present shall affix their names and seals or their electronic signatures thereon. Chapter IV Directors and Board of Directors Article 14. (Number and election) The Company shall have not more than 16 Directors. Resolutions for the election of Directors shall be adopted by a majority of the votes of the shareholders present at the General Meeting of Shareholders attended by the shareholders representing one-third or more of the voting rights of all the shareholders. Such resolutions shall not be made by cumulative voting. Article 15. (Term of office) The term of office of Directors shall expire at the close of the ordinary General Meeting of Shareholders relating to the last closing of accounts within one year after their assumption of office; provided, however, that the term of office of a Director elected to fill a vacancy or to increase the number of Directors shall be the same as the remaining term of office of the predecessor or the other Directors. Article 16. (Representative Directors) Representative Directors shall be appointed by resolution of the Board of Directors. Article 17. (Directors with special titles) The Company may, by resolution of the Board of Directors, appoint from among Directors a Chairman & CEO, a President & COO, one or more Senior Executive Vice Presidents and Directors, Executive Vice Presidents and Directors, and Executive Managing Directors; provided that the Chairman & CEO and the President & COO must be a Representative Director. Article 18. (Convening of meeting of the Board of Directors and chairmanship) A meeting of the Board of Directors shall be convened by the Chairman & CEO and chairmanship of a meeting of the Board of Directors shall be assumed by the Chairman & CEO unless otherwise provided by laws or ordinances. If there is no Chairman & CEO or the Chairman & CEO is prevented from discharging his duties, another Director shall convene such meeting and act as such chairman in the order previously fixed by the Board of Directors. Notice of convening a meeting of the Board of Directors shall be dispatched to each Director and each Corporate Auditor seven days prior to the date of the meeting; provided, however, that in case of urgency, such period may be shortened. Article 19. (Method of resolution of the Board of Directors) Resolutions of the Board of Directors shall be adopted by a majority of the votes of the Directors present at a meeting of the Board of Directors attended by more than one-half of the Directors. Article 20. (Minutes of the Board of Directors) Minutes shall be prepared entering or recording therein the general proceedings and the results at a meeting of the Board of Directors, and the Directors and the Corporate Auditors present thereat shall affix their names and seals or their electronic signatures thereon. Article 21. (Remuneration and retirement allowance) The remuneration and retirement allowance for Directors shall be decided at a General Meeting of Shareholders. 7 Article 22. (Board of Directors Regulations) In addition to what is provided by laws, ordinances or these Articles of Incorporation, the matters concerning the Board of Directors shall be governed by the Board of Directors Regulations established by the Board of Directors. Chapter V Corporate Auditors and Board of Corporate Auditors Article 23. (Number and election) The Company shall have not more than four Corporate Auditors. Resolutions for the election of Corporate Auditors shall be adopted by a majority of the votes of the shareholders present at the General Meeting of Shareholders attended by the shareholders representing one-third or more of the voting rights of all the shareholders. Such resolutions shall not be made by cumulative voting. Article 24. (Outside Corporate Auditors) A majority of Corporate Auditors shall not have been directors, managers or any other employees of the Company or its subsidiaries before their assumption of office. Article 25. (Term of office) The term of office of Corporate Auditors shall expire at the close of the ordinary General Meeting of Shareholders relating to the last closing of accounts within four years after their assumption of office; provided, however, that the term of office of a Corporate Auditor elected to fill a vacancy shall be the same as the remaining term of office of the predecessor. Article 26. (Board of Corporate Auditors) A meeting of the Board of Corporate Auditors shall be convened by each Corporate Auditor. A chairman of the Board of Corporate Auditors shall be appointed by resolution of the Board of Corporate Auditors. If the chairman is prevented from discharging his duties, another Corporate Auditor shall act as such chairman in the order previously fixed by the Board of Corporate Auditors. Notice of convening a meeting of the Board of Corporate Auditors shall be dispatched to each Corporate Auditor seven days prior to the date of the meeting; provided, however, that in case of urgency, such period may be shortened. Minutes shall be prepared entering or recording therein the general proceedings and the results at a meeting of the Corporate Auditors, and the Corporate Auditors present thereat shall affix their names and seals or their electronic signatures thereon. Article 27. (Standing Corporate Auditors) Corporate Auditors shall, by mutual vote, elect one or more standing Corporate Auditors. Article 28. (Remuneration and retirement allowance) The remuneration and retirement allowance for Corporate Auditors shall be decided at a General Meeting of Shareholders. Article 29. (Regulations of the Board of Corporate Auditors) In addition to what is provided by laws, ordinances or these Articles of Incorporation, the matters concerning the Board of Corporate Auditors shall be governed by the Regulations of the Board of Corporate Auditors established by the Board of Corporate Auditors. Chapter VI Accounts Article 30. (Business term) The Company's business term shall commence on April 1 of each year and shall end on March 31 of the following year. 8 Article 31. (Dividends) Dividends shall be paid to the shareholders or pledgees registered or recorded in the last share register as of the last day of each business term. Article 32. (Interim dividends) The Company may, by resolution of the Board of Directors, make such distribution of money as provided for in Article 293-5 of the Commercial Code of Japan to the shareholders or pledgees registered or recorded in the last share register as of September 30 of each year. Article 33. (Limitation on payment period for dividends, etc.) If the dividends or interim dividends are not received within three years from the date they became due and payable, the Company shall be relieved of the obligation to pay such dividends. Unpaid dividends pursuant to the preceding paragraph shall bear no interest. Chapter VII Supplementary Provisions Article 34. (Number of shares to be issued upon establishment) The total number of shares to be issued by the Company upon establishment of the Company and the issue price are as follows: Total number of shares to be issued 5,000,000 shares (Common Stock) Issue price 10,000 Japanese yen per share Article 35. (First business term) The first business term of the Company shall commence on the date of establishment of the Company and shall end on March 31, 2004. Article 36. (Term of office of initial Corporate Auditors) Notwithstanding the provisions of Article 25, the term of office of the initial Corporate Auditors shall expire at the close of the ordinary General Meeting of Shareholders relating to the last closing of accounts within one year after their assumption of office. 9 (Exhibit 2) Property to be acquired by the New Company from Mitsubishi 1. Real estate (1) Lands of Saijo Factory and Kochi Factory and the buildings, structures and their appurtenances in the possession of Mitsubishi on the lands managed by its units to be transferred as of the day immediately preceding the date of split (descriptions omitted hereinafter). (2) Building U in Kitaitami Administration Center and Building D in Kumamoto Factory and their appurtenances (descriptions omitted hereinafter). 2. Movable property Finished goods, work in process, semi-finished goods, raw materials, machinery and equipment, vehicles and transportation equipment, tools, instruments and fixtures and supplies relating to the Transferred Businesses of Mitsubishi, managed by its units to be transferred as of the day immediately preceding the date of split (including those leased to any of the affiliated companies of Mitsubishi, its material suppliers and other corporations), except as described below (descriptions omitted hereinafter. They principally consist of the movable property managed by Fukuoka Manufacturing Dept., System LSI Div.). 3. Marketable securities, etc. (1) Stocks, equities and investments in the possession of Mitsubishi, as described below, as of the day immediately preceding the date of split (descriptions omitted hereinafter. They principally consist of the shares of the domestic and overseas subsidiaries of Mitsubishi relating to the Transferred Businesses of Mitsubishi and shares in the possession of Mitsubishi relating to the Transferred Businesses of Mitsubishi.). (Exhibit 3) Intellectual property rights, etc. to be acquired by the New Company from Mitsubishi Patent rights, model utility rights, design rights, trademark rights, circuit configuration utility rights and rights to be provided with such rights (in respect of any jointly owned right, equity interest therein), copyrights, know-how, trade secrets and other intellectual property rights relating to the Transferred Businesses of Mitsubishi, managed by its units to be transferred (descriptions omitted hereinafter). (Exhibit 4) Accounts receivable and payable and contractual statuses to be acquired and assumed by the New Company from Mitsubishi 1. Accounts receivable Trade accounts receivable, other accounts receivable and advances paid with regard to the Transferred Businesses of Mitsubishi, which belong to its units to be transferred as of the day immediately preceding the date of split. 2. Accounts payable (1) Accounts payable to be assumed by the New Company concurrently with Mitsubishi: Borrowed money, trade accounts payable, other accounts payable, advances received, accrued expenses and deposits received (including deposits received for guarantees and securities received managed by the units of Mitsubishi to be transferred) with regard to the Transferred Businesses of Mitsubishi, which belong to its units to be transferred as of the day immediately preceding the date of split. 3. Contractual statuses Contractual statuses under the agreements, as described below, relating to the transactions conducted with regard to the Transferred Businesses of Mitsubishi as of the day immediately preceding the date of split (descriptions omitted hereinafter. They principally consist of trading agreements relating to sales of products and material supply agreements executed with regard to the Transferred Businesses of Mitsubishi.). 10 (Exhibit 5) Employees to be transferred to the New Company from Mitsubishi 1. Employees belonging on a full-time basis to the units of Mitsubishi to be transferred (including all employees suspended from their jobs due to injuries, diseases, child-rearing and nursing care and employees temporarily transferred to other companies) as of December 26, 2002 (descriptions omitted hereinafter). (Exhibit 6) Property to be acquired by the New Company from Hitachi 1. Real estate (1) Lands in the possession of Hitachi, as described below, managed by its Semiconductor & Integrated Circuits and the buildings, structures and their appurtenances in the possession of Hitachi on the lands managed by its Semiconductor & Integrated Circuits as of the day immediately preceding the date of split (descriptions omitted hereinafter. They consist of the lands located in Hitachinaka, Ibaraki Prefecture, Takasaki, Gunma Prefecture, Ome, Tokyo, Kodaira, Tokyo, Nakakoma-gun, Yamanashi Prefecture and Komoro, Nagano Prefecture, which are the principal operating sites of the Semiconductor & Integrated Circuits.). (2) Buildings, structures and their appurtenances in the possession of Hitachi on the land in the possession of Hitachi, as described below, managed by its Semiconductor & Integrated Circuits as of the day immediately preceding the date of split (descriptions omitted hereinafter. They consist of the land located in Hitachinaka, Ibaraki Prefecture.). 2. Movable property Finished goods, work in process, semi-finished goods, raw materials, machinery and equipment, vehicles and transportation equipment, tools, instruments and fixtures and supplies in the possession of Hitachi, managed by its Semiconductor & Integrated Circuits as of the day immediately preceding the date of split (including those leased to any of the affiliated companies of Hitachi, its material suppliers and other corporations). 3. Marketable securities, etc. (1) Stocks, equities and investments in the possession of Hitachi, as described below, managed by its Semiconductor & Integrated Circuits as of the day immediately preceding the date of split (descriptions omitted hereinafter. They principally consist of the shares of the domestic and overseas subsidiaries of Hitachi and shares in the possession of Hitachi relating to its semiconductor business, managed by its Semiconductor & Integrated Circuits.). (Exhibit 7) Intellectual property rights, etc. to be acquired by the New Company from Hitachi Patent rights, model utility rights, design rights, trademark rights, circuit configuration utility rights and rights to be provided with such rights (in respect of any jointly owned right, equity interest therein), copyrights, know-how and trade secrets (including inventions, ideas and designs drawn by any employee of Hitachi engaged in research upon request from its Semiconductor & Integrated Circuits, within the scope of such research on or before the day immediately preceding the date of split) and enforcement rights, rights of using and other related rights licensed with respect to patent rights, model utility rights, design rights, trademark rights, circuit configuration utility rights, copyrights, know-how and trade secrets owned by the third parties, managed by the Semiconductor & Integrated Circuits as of the day immediately preceding the date of split, except for the following rights (descriptions omitted hereinafter. They principally consist of the patent rights, model utility rights, trademark rights, circuit configuration utility rights and rights to be provided with such rights relating to DRAMs.). 11 (Exhibit 8) Accounts receivable and payable and contractual statuses to be acquired and assumed by the New Company from Hitachi 1. Accounts receivable Trade accounts receivable, other accounts receivable, advances paid and suspense payments with regard to the Semiconductor & Integrated Circuits as of the day immediately preceding the date of split. 2. Accounts payable (1) Accounts payable to be assumed by the New Company concurrently with Hitachi: (i) Trade accounts payable, other accounts payable, advances received, accrued expenses and deposits received with regard to the Semiconductor & Integrated Circuits as of the day immediately preceding the date of split; and (ii) 7,000,000,000 Japanese yen, with regard to the Semiconductor & Integrated Circuits, included in the commercial paper to be issued by Hitachi on or before the day immediately preceding the date of split. (2) Accounts payable to be assumed by the New Company with Hitachi discharged therefrom: Money borrowed from UFJ Bank Limited by Hitachi to be subleased to its employees as funds for acquisition of dwelling houses which relates to the employees to be transferred to the New Company as of the day immediately preceding the date of split. 3. Contractual statuses Contractual statuses under the agreements, as described below, relating to the transactions conducted by the Semiconductor & Integrated Circuits as of the day immediately preceding the date of split (descriptions omitted hereinafter. They principally consist of trading agreements relating to sales of products and material supply agreements executed by the Semiconductor & Integrated Circuits, exclusive of cross license agreements (agreements on the reciprocal licenses of enforcement or using) relating to patent rights, etc.). (Exhibit 9) Employees to be transferred to the New Company from Hitachi 1. Employees at the Semiconductor & Integrated Circuits Employees belonging to the Semiconductor & Integrated Circuits (including all employees suspended from their jobs due to injuries, diseases, child-rearing, nursing care, temporary transfers, etc. but exclusive of all employees belonging to Semiconductor Business Division, Semiconductor & Integrated Circuits) as of December 26, 2002 (descriptions omitted hereinafter. Other employees to be transferred principally consist of employees belonging to any of the branch business offices and working for any section responsible for semiconductor business as of December 26, 2002, and employees ordered no later than December 26, 2002 to be transferred from Central Research Laboratory, Research & Development Group, Hitachi Research Laboratory, Research & Development Group, Production Engineering Research Laboratory, Research & Development Group, Intellectual Property Group, and Device Development Center, Information & Telecommunication Systems to the Semiconductor & Integrated Circuits as of January 1, 2003.). 12 3. Reference Information relating to the Plan for Joint Corporate Split (1) Reference Information relating to the Directors

----------------------------------------------------------------------------------------------------------------------- Outstanding Shares of Outstanding Mitsubishi Name Brief Personal History and Representative Status Shares of Electric (Date of Birth) in Other Companies Hitachi, Ltd. Corporation Owned Owned ----------------------------------------------------------------------------------------------------------------------- 4/1970 Joined Mitsubishi Electric Corporation Koichi Nagasawa 6/1997 Corporate Vice President, Member of the Board, (Oct. 17, 1942) Group Vice President, Semiconductor, Mitsubishi Electric Corporation 4/1998 Corporate Vice President, Member of the Board, 0 25,000 Group President, Semiconductor, Mitsubishi Electric Corporation 4/2001 Executive Vice President, Member of the Board, Group President, Semiconductor, Mitsubishi Electric Corporation ----------------------------------------------------------------------------------------------------------------------- 4/1970 Joined Hitachi, Ltd. Satoru Ito 7/1998 Managing Director, Hitachi Semiconductor (May 28, 1944) (Europe) GmbH 10/2000 Retired from Managing Director, Hitachi Semiconductor (Europe) GmbH Chairman & CEO, Hitachi Semiconductor (America) Inc. 10/2001 Chief Marketing Officer, Semiconductor & Integrated Circuits, Hitachi, Ltd. 2/2002 President & CEO, Semiconductor & Integrated 11,000 0 Circuits, Hitachi, Ltd. Retired from CEO, Hitachi Semiconductor (America) Inc. 6/2002 Senior Corporate Officer, President & CEO, Semiconductor & Integrated Circuits, Hitachi, Ltd. [Representative Status in Other Companies] Chairman, Hitachi Semiconductor (America) Inc. Chairman, Advanced SoC Platform Corporation ----------------------------------------------------------------------------------------------------------------------- 4/1968 Joined Mitsubishi Electric Corporation Yasuhiko Fukuda 6/1998 Group Vice President, Semiconductor, Mitsubishi 0 7,000 (Mar. 14, 1943) Electric Corporation ----------------------------------------------------------------------------------------------------------------------- 4/1970 Joined Hitachi, Ltd. Masayoshi Ito 4/1999 General Manager, DRAM Business Division, (Sep. 3, 1946) Semiconductor & Integrated Circuits, Hitachi, Ltd. 6/2001 President & CEO, Hitachi Semiconductor and Devices Sales Co., Ltd. 1,123 0 6/2002 Chief Marketing Officer, Semiconductor & Integrated Circuits, Hitachi, Ltd. [Representative Status in Other Companies] President & CEO, Hitachi Semiconductor and Devices Sales Co., Ltd. ----------------------------------------------------------------------------------------------------------------------- 4/1973 Joined Mitsubishi Electric Corporation Katsumi Suizu 4/1999 Group Vice President, Semiconductor, Mitsubishi 0 15,000 (Oct. 21, 1943) Electric Corporation -----------------------------------------------------------------------------------------------------------------------

13

----------------------------------------------------------------------------------------------------------------------- Outstanding Shares of Name Outstanding Mitsubishi (Date of Birth) Brief Personal History and Representative Status Shares of Electric in Other Companies Hitachi, Ltd. Corporation Owned Owned ----------------------------------------------------------------------------------------------------------------------- 4/1968 Joined Mitsubishi Electric Corporation Koichi Ogino 6/1998 General Manager, Corporate Accounting Dept., (Mar. 1, 1944) Mitsubishi Electric Corporation 0 5,000 4/2001 General Manager, Corporate Auditing Dept., Mitsubishi Electric Corporation ----------------------------------------------------------------------------------------------------------------------- 4/1971 Joined Hitachi, Ltd. Hideo Inayoshi 2/2000 Deputy General Manager, System LSI Business (Jan. 14, 1947) Division, Semiconductor & Integrated Circuits, Hitachi, Ltd. 4/2001 Senior Group Executive, System Solution Division, Semiconductor & Integrated Circuits, Hitachi, Ltd. 6,000 1,000 10/2001 Senior Group Executive, Management Strategy Division, Semiconductor & Integrated Circuits, Hitachi, Ltd. 4/2002 General Manager, Management Planning Division, Semiconductor & Integrated Circuits, Hitachi, Ltd. ----------------------------------------------------------------------------------------------------------------------- 4/1970 Joined Hitachi, Ltd. Chikara Onishi 4/1999 Deputy General Manager, Research & Development (Mar. 26, 1948) Group, Hitachi, Ltd. 4/2001 General Manager, Human Resources Strategy 4,000 0 Division, Semiconductor & Integrated Circuits, Hitachi, Ltd. ----------------------------------------------------------------------------------------------------------------------- 4/1967 Joined Hitachi, Ltd. Michiharu Nakamura 4/1999 Executive Vice President, Research & Development (Sep. 9, 1942) Group, Hitachi, Ltd. 10/2000 Deputy General Manager, Corporate Venture Capital Office, Hitachi, Ltd. 14,000 0 4/2001 President, Research & Development Group, Hitachi, Ltd. 6/2001 Corporate Officer, President, Research & Development Group, Hitachi, Ltd. ----------------------------------------------------------------------------------------------------------------------- 5/1973 Joined Mitsubishi Electric Corporation Katsuhiro Tsukamoto 8/1999 General Manager, Power Device Div., Mitsubishi (Oct. 13, 1948) Electric Corporation 4/2002 General Manager, Memory IC Div., Mitsubishi 0 22,000 Electric Corporation 10/2002 Group Vice President, Semiconductor, Mitsubishi Electric Corporation -----------------------------------------------------------------------------------------------------------------------

Notes: (1) There are no conflicts of interest between any candidates and Hitachi, Ltd., Mitsubishi Electric Corporation or the new company. (2) Mr. Michiharu Nakamura and Mr. Katsuhiro Tsukamoto are candidates who fulfill the qualification requirements to be outside directors as provided for in Article 188.2.7-2 of the Commercial Code of Japan. 14 (2) Reference Information relating to the Corporate Auditors

----------------------------------------------------------------------------------------------------------------------- Outstanding Shares of Name Outstanding Mitsubishi (Date of Birth) Brief Personal History and Representative Status in Shares of Electric Other Companies Hitachi, Ltd. Corporation Owned Owned ----------------------------------------------------------------------------------------------------------------------- 4/1964 Joined Hitachi, Ltd. Kimihiro Ogawa 2/2000 Managing Director, Hitachi Nippon Steel (May 25, 1941) Semiconductor Singapore Pte. Ltd. 8,000 0 [Representative Status in Other Companies] Managing Director, Hitachi Nippon Steel Semiconductor Singapore Pte. Ltd. ----------------------------------------------------------------------------------------------------------------------- 4/1970 Joined Hitachi, Ltd. Takashi Miyoshi 1/2000 Deputy General Manager, Finance & (Sep. 25, 1947) Distribution Systems, Hitachi, Ltd. 6/2000 Deputy General Manager, Semiconductor & Integrated Circuits, Hitachi, Ltd. 4/2001 General Manager, Finance & Accounting 2,000 0 Controls Division, Semiconductor & Integrated Circuits, Hitachi, Ltd. 6/2002 General Manager, Finance Department I, Hitachi, Ltd. ----------------------------------------------------------------------------------------------------------------------- 4/1971 Joined Mitsubishi Electric Corporation Masanori Saito 4/1999 General Manager, Corporate Human Resources (Dec. 9, 1947) Dept., Mitsubishi Electric Corporation 4/2001 General Manager, Associated Companies Dept., Mitsubishi Electric Corporation 0 2,000 4/2002 General Manager, Associated Companies Dept., Corporate Strategy & Management Office, Mitsubishi Electric Corporation -----------------------------------------------------------------------------------------------------------------------

Notes: (1) There are no conflicts of interest between any candidates and Hitachi, Ltd., Mitsubishi Electric Corporation or the new company. (2) Mr. Takashi Miyoshi and Mr. Masanori Saito are candidates who fulfill the qualification requirements to be outside corporate auditors as provided for in Article 18.1 of the Law for Special Exceptions to the Commercial Code Concerning Audit, etc. of Kabushiki-Kaisha. (3) Reference Information relating to the Accounting Auditor ------------------------------------------------------------------------------------------------------------------ Name Shin Nihon & Co. ------------------------------------------------------------------------------------------------------------------ Office Hibiya Kokusai Building, 2-3, Uchisaiwai-cho 2-chome, Chiyoda-ku, Tokyo ------------------------------------------------------------------------------------------------------------------ On April 1, 2000, Showa Ota & Co. (founded in October 1985) and Century Audit Corporation History (founded in January 1986) merged to form Century Ota Showa & Co. On July 1, 2001, Century Ota Showa & Co. changed its name to Shin Nihon & Co. ------------------------------------------------------------------------------------------------------------------ Certified Public Accountants 1,559 Workforce Junior Accountants 635 (As of September 30, Others 520 2002) Total 2,714 ------------------------------------------------------------------------------------------------------------------ 15 4. The Contents of the Statement regarding the Reasons for the Allocation of Shares pursuant to Article 374-2, Paragraph 1, Item 2 of the Commercial Code of Japan The Company and Mitsubishi Electric Corporation ("Mitsubishi") have determined on the allocation of shares of Renesas Technology Corp. ("Renesas") to be incorporated by the method of joint corporate split as of April 1, 2003, being the date of split, as described below. To facilitate the smooth transition of business operations from the separating parties, the Company and Mitsubishi, to Renesas and its business operations in the future, the Company and Mitsubishi have determined to allocate all of the shares of Renesas to be issued upon the transfer of businesses of the Company and Mitsubishi to Renesas, to the Company and Mitsubishi. Before the Company and Mitsubishi commenced to negotiate about the ratio of shares to be allocated to each party, the Company requested Goldman Sachs (Japan) Ltd. ("Goldman Sachs"), and Mitsubishi requested J.P. Morgan Securities Asia Pte. Limited ("J.P. Morgan"), to estimate the values of their respective businesses (the "Separated Businesses") to be transferred upon corporate split. Based on the various materials relating to the Separated Businesses provided by the Company and Mitsubishi, Goldman Sachs and J.P. Morgan respectively applied a Discounted Cash Flow (DCF) Method, Comparable Company Analysis, Contribution Analysis, etc. (see Notes below) to estimate the shareholder values of their respective Separated Businesses on a consolidated basis. Upon considering all these shareholder values and various other factors together, Goldman Sachs and J.P. Morgan provided the ranges of the adequate share allocation ratios to their respective clients, the Company and Mitsubishi. The Company and Mitsubishi negotiated based on the estimations by Goldman Sachs and J.P. Morgan and agreed on the share allocation ratio, the Company : Mitsubishi = 55 : 45. Taking into consideration the aggregate assets and liabilities to be transferred to Renesas and on condition that no material change occur to the state of property and operations of the Company and Mitsubishi, the Company and Mitsubishi agreed to fix the number of shares to be issued by Renesas upon incorporation at 5,000,000 shares and in accordance with the above share allocation ratio, to fix the number of shares of common stock to be allocated to the Company at 2,750,000 shares and the number of shares of common stock to be allocated to Mitsubishi at 2,250,000 shares, respectively. The Company has received an opinion from Goldman Sachs that they consider the share allocation ratio to be fair to the Company from the financial point of view. (Notes) (i) Discounted Cash Flow (DCF) Method: Method to analyse the aggregate present values of cash flows to be provided from activities of a subject enterprise in the future and evaluate its total value. (ii) Comparable Company Analysis: Method to analyse the evaluations of companies comparable to a subject enterprise in the stock market and evaluate its total value. (iii) Contribution Analysis Method to analyse the ratios of financial contributions of companies to an enterprise to be integrated and evaluate their ratios to its total value. 16 5. The Contents of the Statement regarding the Possible Fulfillment of the Obligations to Be Assumed by Each Company and the Reasons Therefor pursuant to Article 374-2, Paragraph 1, Item 3 of the Commercial Code of Japan 1. Description of the Company: On the balance sheet of the Company as of September 30, 2002, assets and liabilities accounted for JPY 3,625,400 million and JPY 2,257,400 million, respectively. The book values of assets and liabilities to be transferred from the Company to Renesas Technology Corp. ("Renesas"), a new company to be incorporated upon the joint corporate split (the "Joint Corporate Split") by the Company and Mitsubishi Electric Corporation ("Mitsubishi"), are JPY 335,200 million and JPY 157,400 million, respectively, accounting for approximately 9.2% of the total assets of the Company and approximately 7.0% of the total liabilities of the Company, respectively. Hence, on or after the date of split, the Company's financial position will remain sound and at present, no event is expected to occur that may deter the fulfillment of the obligations to be assumed by the Company during the course of its business activities in the future. In conclusion, the Company judges that any obligation of the Company to become due on or after the date of split, including any obligation to be assumed by Renesas concurrently with the Company, will possibly be fulfilled. 2. Description of Renesas Technology Corp.: The assets and liabilities to be transferred from the Company to Renesas are JPY 335,200 million and JPY 157,400 million, respectively and the assets and liabilities to be transferred from Mitsubishi to Renesas are JPY 223,400 million and JPY 119,800 million, respectively. Thus, the amount of the assets so transferred exceeds the amount of the liabilities so transferred and Renesas will have assets sufficient to secure the fulfillment of its obligations. Additionally, by integrating the production, sales and services with regard to the businesses transferred from the Company and Mitsubishi by the Joint Corporate Split, Renesas will be able to improve the operating efficiency and strengthen its competitiveness in the market, whereby earning returns in the future. In conclusion, the Company judges that any obligation of Renesas to become due on or after the date of split will possibly be fulfilled. The Company has received a document from Shin Nihon & Co. stating that the values of assets and liabilities as of September 30, 2002 to be transferred from the Company to Renesas, which are used by the Company to prepare this statement, were based on the accounting records of the Company. 17 6. Balance Sheet and Statement of Income as provided for in Article 374-2, Paragraph 1, Item 4, 5, 6 and 7 of the Commercial Code of Japan (1) Unconsolidated Balance Sheet of Hitachi, Ltd. (As of September 30, 2002)

================================================================================================================================== (ASSETS) Millions of yen (LIABILITIES) Millions of yen CURRENT ASSETS 1,848,080 CURRENT LIABILITIES 1,621,077 Cash 179,995 Trade accounts payable 664,409 Notes receivable 11,664 Short-term debt 38,352 Accounts receivable 618,233 Commercial paper 47,000 Marketable securities 21,097 Current installments of debentures 92,828 Money held in trust 80,255 Other accounts payable 25,425 Finished goods 57,697 Accrued expenses 162,691 Semi-finished goods 67,292 Advances received from customers 217,425 Raw materials 52,354 Deposits received 340,978 Work in process 206,222 Warranty reserve 12,835 Advances paid 51,101 Others 19,130 Short-term loan receivables 260,876 FIXED LIABILITIES 636,355 Deferred tax assets 91,950 Debentures 418,471 Others 150,228 Long-term debt 2,608 Allowance for doubtful receivables (890) Accrued pension liability 130,423 FIXED ASSETS 1,777,332 Reserve for loss on repurchasing computers 30,667 Tangible fixed assets 499,928 Reserve for exhibition at The 2005 World Buildings 196,448 Exposition, Aichi, Japan 447 Structures 19,782 Reserve for contribution to Defined Machinery 142,641 Contribution Pension Plan 53,738 Vehicles 336 TOTAL LIABILITIES 2,257,432 Tools and furniture 77,552 (STOCKHOLDERS' EQUITY) Land 51,516 CAPITAL STOCK 282,032 Construction in progress 11,651 CAPITAL SURPLUS 252,693 Intangible fixed assets 112,785 Capital reserve 252,693 Software 91,462 RETAINED EARNINGS 802,542 Railway and public utility installation 1,679 Earned surplus reserve 70,438 Others 19,644 Reserve for software program development 32,139 Investments 1,164,618 Reserve for special depreciation 1,664 Investments in subsidiaries 483,568 Special reserve 643,990 Investments in securities 299,705 Unappropriated retained earnings Long-term loan receivables 17,573 (including net income for the period of 19,767) 54,309 Deferred tax assets 322,892 UNREALIZED HOLDING GAINS ON SECURITIES 31,422 Others 85,825 TREASURY STOCK (709) Allowance for doubtful receivables (44,948) TOTAL STOCKHOLDERS' EQUITY 1,367,980 ================================================================================================================================== TOTAL ASSETS 3,625,413 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 3,625,413

18 Notes: (1) Inventories Finished goods, semi-finished goods and work-in-process : Lower of cost or market. Cost is determined by the specific identification method or the moving average method. Raw materials : Lower of cost or market. Cost is determined by the moving average method. (2) Securities and money held in trust Investments in subsidiaries are stated at cost. Cost is determined by the moving average method. Other securities which had readily determinable fair values are stated at fair value. The difference between acquisition cost and carrying cost of other securities is recognized in "Unrealized Holding Gains On Securities." The cost of other securities sold is computed based on the moving average method. Other securities which did not have readily determinable fair values are stated at cost determined by the moving average method. Money held in trust is stated at fair value. (3) Depreciation of tangible fixed assets Buildings : Straight-line method. Other tangible fixed assets : Declining-balance method. Accumulated depreciation of tangible fixed assets: JPY1,466,527 million (4) Depreciation of intangible fixed assets Selling, leasing, or otherwise marketing software : Depreciated based on expected gross revenues ratably. Other intangible fixed assets : Straight-line method. (5) Accrued pension liability is provided for employees' retirement and severance benefits. Such liability allocable to the interim period is determined based on projected benefit obligation and expected plan assets at March 31, 2003. Unrecognized net asset of JPY34,771 million at transition is amortized by the straight-line method over 5 years. Prior service liabilities are amortized by the straight-line method over the estimated average remaining service years of employees. Unrecognized actuarial gain or loss is amortized by the straight-line method over the estimated average remaining service years of employees from next fiscal year. (6) Reserve for exhibition at The 2005 World Exposition, Aichi, Japan is based on Article 287-2 of the Commercial Code of Japan. (7) Consumption tax is accounted for based on the tax segregated method, under which consumption tax is excluded from presentation of sales, cost of sales and expenses. (8) Short-term receivables from subsidiaries JPY685,569 million Long-term receivables from subsidiaries JPY61,324 million Short-term payables to subsidiaries JPY775,412 million (9) Rights to acquire new shares of the Company under Article 280-19.1 of the Commercial Code of Japan

Class Number of shares to be issued Issue price per share Issue period ----- ----------------------------- --------------------- ------------ Common Stock 335,000 shares JPY1,451 7/27/2001--7/26/2005 Common Stock 1,030,000 shares JPY1,270 8/4/2002--8/3/2006

(10) In addition to the capitalized fixed assets, as significant equipment, the Company utilizes certain semiconductor and computer manufacturing equipment under the lease arrangements. (11) Pledged assets Investments in subsidiaries JPY3,013 million (12) Loan guarantees JPY50,856 million (13) Net income per share JPY5.92 19 (2) Unconsolidated Statement of Income of Hitachi, Ltd. (From April 1, 2002 to September 30, 2002)

=========================================================================== ORDINARY INCOME AND LOSS Millions of yen Operating income and loss Net sales 1,515,655 Cost of sales 1,231,453 Selling, general and administrative expenses 283,926 --------- Operating income 275 Non-operating income and loss Non-operating income 23,823 Interest and dividends 20,963 Others 2,860 Non-operating expenses 26,509 Interest 6,151 Others 20,358 --------- Ordinary loss 2,411 EXTRAORDINARY GAIN AND LOSS Extraordinary gain 32,957 Gain on sale of subsidiaries' common stock and investments in securities 30,091 Gain on sale of land 2,866 --------- Income before income taxes 30,546 Income taxes Current 1,661 Deferred 9,116 --------- Net income 19,767 Unappropriared retained earnings at the beginning of the period 34,541 --------- Unappropriated retained earnings at the end of the period 54,309 ===========================================================================

Notes: (1) Gain on sale of subsidiaries' common stock and investments in securities of JPY30,091 million consists of gain on sale of subsidiaries' common stock of JPY11,868 million and gain on sale of investments in securities of JPY18,222 million. (2) Sales to subsidiaries JPY602,547 million Purchases from subsidiaries JPY1,063,967 million Non-operating transactions with subsidiaries JPY65,472 million 20 (3) Unconsolidated Balance Sheet of Hitachi, Ltd. (As of March 31, 2002)

=================================================================================================================== (ASSETS) Millions of yen (LIABILITIES) Millions of yen CURRENT ASSETS 2,124,120 CURRENT LIABILITIES 1,788,217 Cash 158,599 Trade accounts payable 773,370 Notes receivable 14,763 Short-term debt 84,032 Accounts receivable 767,553 Commercial paper 50,000 Marketable securities 118,556 Other accounts payable 23,527 Money held in trust 80,407 Accrued expenses 273,271 Finished goods 69,192 Advances received from customers 253,696 Semi-finished goods 73,338 Deposits received 292,753 Raw materials 48,761 Warranty reserve 10,638 Work in process 199,826 Others 26,926 Advances paid 72,117 FIXED LIABILITIES 770,341 Short-term loan receivables 259,591 Debentures 511,299 Deferred tax assets 114,481 Long-term debt 2,668 Others 148,022 Accrued pension liability 162,150 Allowance for doubtful Reserve for loss on repurchasing receivables (1,092) computers 31,145 Reserve for contribution to Defined FIXED ASSETS 1,799,024 Contribution Pension Plan 63,077 Tangible fixed assets 574,630 Buildings 214,651 TOTAL LIABILITIES 2,558,558 Structures 21,488 Machinery 169,934 Vehicles 441 (STOCKHOLDERS' EQUITY) Tools and furniture 93,333 CAPITAL STOCK 282,032 Land 59,780 LEGAL RESERVES 323,131 Construction in progress 15,000 Capital surplus 252,693 Intangible fixed assets 106,403 Earned surplus reserve 70,438 Software 86,424 RETAINED EARNINGS 712,336 Railway and public utility Reserve for software program installation 1,795 development 33,132 Others 18,183 Reserve for special depreciation 2,101 Investments 1,117,991 Special reserve 905,990 Accumulated deficit (including net loss for the period of Investments in subsidiaries 403,793 252,641) 228,887 Investments in securities 352,018 UNREALIZED HOLDING GAINS ON SECURITIES 47,419 Long-term loan receivables 5,715 TREASURY STOCK (333) Deferred tax assets 307,867 Others 94,427 TOTAL STOCKHOLDERS' EQUITY 1,364,585 Allowance for doubtful receivables (45,831) =================================================================================================================== TOTAL LIABILITIES AND STOCKHOLDERS' TOTAL ASSETS 3,923,144 EQUITY 3,923,144

21 Notes: (1) Inventories Finished goods, semi-finished goods and work-in-process : Lower of cost or market. Cost is determined by the specific identification method or the moving average method. Raw materials : Lower of cost or market. Cost is determined by the moving average method. (2) Securities and money held in trust Investments in subsidiaries are stated at cost. Cost is determined by the moving average method. Other securities which had readily determinable fair values are stated at fair value. The difference between acquisition cost and carrying cost of other securities is recognized in "Unrealized Holding Gains On Securities." The cost of other securities sold is computed based on the moving average method. Other securities which did not have readily determinable fair values are stated at cost determined by the moving average method. Money held in trust is stated at fair value. (3) Depreciation of tangible fixed assets Buildings : Straight-line method. Other tangible fixed assets : Declining-balance method. Accumulated depreciation of tangible fixed assets: JPY1,635,906 million (4) Depreciation of intangible fixed assets Selling, leasing, or otherwise marketing software : Depreciated based on expected gross revenues ratably. Other intangible fixed assets : Straight-line method. (5) Accrued pension liability is provided for employees' retirement and severance benefits. Such liability is determined based on projected benefit obligation and expected plan assets at March 31, 2002. Unrecognized net asset of JPY34,771 million at transition is amortized by the straight-line method over 5 years. Prior service liabilities are amortized by the straight-line method over the estimated average remaining service years of employees. Unrecognized actuarial gain or loss is amortized by the straight-line method over the estimated average remaining service years of employees from next fiscal year. JPY35,129 million included in Accrued pension liability is loss on return of substitutional portion of Employees Pension Fund. Such loss is based on Article 287-2 of the Commercial Code of Japan. (6) Consumption tax is accounted for based on the tax segregated method, under which consumption tax is excluded from presentation of sales, cost of sales and expenses. (7) Short-term receivables from subsidiaries JPY765,762 million Long-term receivables from subsidiaries JPY48,604 million Short-term payables to subsidiaries JPY849,446 million (8) The difference between acquisition cost and carrying cost of other securities in "Total Stockholders' Equity," under Article 290.1.6 of the Commercial Code of Japan, amounted to JPY46,047 million. (9) Rights to subscribe for new shares of the Company under Article 280-19.1 of the Commercial Code of Japan

Class Number of shares to be issued Issue price per share Issue period ----- ----------------------------- --------------------- ------------ Common Stock 347,000 shares JPY1,451 7/27/2001-7/26/2005 Common Stock 1,090,000 shares JPY1,270 8/4/2002-8/3/2006

(10) In addition to the capitalized fixed assets, as significant equipment, the Company utilizes certain semiconductor and computer manufacturing equipment under the lease arrangements. (11) Pledged assets Investments in subsidiaries JPY3,630 million (12) Loan guarantees JPY59,594 million (13) Net loss per share JPY75.68 22 (4) Unconsolidated Statement of Income of Hitachi, Ltd. (From April 1, 2001 to March 31, 2002)

============================================================================================= ORDINARY INCOME AND LOSS Millions of yen Operating income and loss Net sales 3,522,299 Cost of sales 2,927,426 Selling, general and administrative expenses 679,615 ---------- Operating loss 84,742 Non-operating income and loss Non-operating income 95,016 Interest and dividends 81,507 Others 13,509 Non-operating expenses 91,937 Interest 12,873 Others 79,064 ---------- Ordinary loss 81,663 EXTRAORDINARY GAIN AND LOSS Extraordinary gain 10,729 Gain on sale of land 8,906 Gain on sale of investments in securities 1,823 Extraordinary loss 318,887 Special termination benefit 108,768 Restructuring charges 90,251 Impairment loss on investments and securities 76,144 Loss on Pension Plan amendments 43,722 ---------- Loss before income taxes 389,820 Income taxes Current 3,884 Deferred (141,063) ---------- Net loss 252,641 Unappropriated retained earnings at the beginning of the period 33,767 Interim dividends paid 10,013 ---------- Accumulated deficit at the end of the period 228,887 =============================================================================================

Notes: (1) Special termination benefit of JPY108,768 million arises primarily from the early retirement plans of the Company and its subsidiaries. (2) Restructuring charges of JPY90,251 million are due to withdrawal from cathode ray tubes and restructuring of semiconductor business and digital media business in Europe, etc. Included in this total are losses of JPY53,843 million for restructuring of subsidiaries, losses of JPY16,474 million on sale or disposal of property, plant and equipment and losses of JPY7,313 million on sale or disposal of inventories. (3) Impairment loss on investments and securities of JPY76,144 million consists of impairment loss on investments in securities of JPY59,637 million and impairment loss on investments in subsidiaries of JPY16,507 million. (4) Loss on Pension Plan amendments of JPY43,722 million consists of loss on return of substitutional portion of Employees Pension Fund of JPY35,129 million and loss on initiation of Defined Contribution Pension Plan of JPY8,593 million. (5) Sales to subsidiaries JPY1,454,070 million Purchases from subsidiaries JPY2,354,152 million Non-operating transactions with subsidiaries JPY336,150 million 23 (5) Unconsolidated Balance Sheet of Mitsubishi Electric Corporation (As of September 30, 2002)

================================================================================================================ (ASSETS) Millions of yen (LIABILITIES) Millions of yen CURRENT ASSETS 1,361,079 CURRENT LIABILITIES 1,105,612 Cash 161,154 Notes payable 53,063 Notes receivable 6,036 Accounts payable 323,451 Accounts receivable 511,330 Short-term loans payable 220,942 Marketable securities 27 Commercial paper 17,000 Finished goods 65,558 Bonds due within one year 70,000 Raw materials 37,287 Convertible bonds due within one year 77,249 Work in process 361,429 Other accounts payable 74,129 Advance payment 46,788 Accrued expenses 100,544 Deferred tax assets 37,662 Accrued income taxes 100 Other 134,167 Advances received 127,659 Allowance for doubtful receivables (363) Products warranty reserve 12,523 Other 28,948 FIXED ASSETS 1,105,675 NON-CURRENT LIABILITIES 870,360 Tangible fixed assets 430,938 Bonds 310,000 Buildings 142,622 Long-term loans payable 181,094 Structures 10,265 Retirement and Severance Benefits 255,603 Machinery and equipment 153,910 Provision for Overseas investment Vehicles and conveying equipment 525 loss allowance 123,270 Tools, furniture and fixtures 77,903 Other 391 Land 28,981 TOTAL LIABILITIES 1,975,972 Construction in progress 16,728 Intangible fixed assets 20,761 (SHAREHOLDERS' EQUITY) Software 19,869 CAPITAL STOCK 175,820 Other intangible fixed assets 892 CAPITAL SURPLUS 181,057 Investments and other assets 653,975 Capital reserve 181,057 Investment securities 218,494 RETAINED EARNINGS 118,653 Investment in subsidiaries 166,279 Legal reserve 43,955 Long-term loans receivable 1,048 Appropriated 33,129 Long-term prepaid expenses 13,669 Reserve for research and development 300 Deferred tax assets 233,176 Reserve for special depreciation 6,573 Other 31,664 Reserve for software program development 963 Allowance for doubtful receivables (10,356) Reserve for deferred capital gain 3,852 General reserve 21,440 Unappropriated (including net income of 9,112) 41,569 UNREALIZED GAINS ON SECURITIES 15,283 TREASURY STOCK (33) TOTAL SHAREHOLDERS' EQUITY 490,782 ================================================================================================================ TOTAL ASSETS 2,466,754 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 2,466,754

24 (6) Unconsolidated Statement of Income of Mitsubishi Electric Corporation (From April 1, 2002 to September 30, 2002)

==================================================================== ORDINARY PROFIT AND EXPENSES Millions of yen Operating income and expenses Net sales 1,045,044 Cost of sales 840,826 Selling, general and administrative expenses 212,947 ---------- Operating loss 8,729 Other income and expenses Other income 42,877 Interest and dividends income 25,313 Other 17,563 Other expenses 25,085 Interest 6,514 Other 18,570 ---------- Ordinary profit 9,062 Income before income taxes 9,062 Income taxes Current 2,203 Deferred (2,253) ---------- Net income 9,112 Unappropriared retained earnings at the beginning of the period 32,456 ---------- Unappropriated retained earnings 41,569 ====================================================================

25 Notes to Financial Statements: 1. Valuation of marketable and investment securities (including marketable securities contained in investment trust): (1) Investment in subsidiaries and affiliates: Cost basis using the moving-average method. (2) Other securities - Quoted securities: Market value at 30th September. Unrealized gains are in shareholders' equity, net of income taxes, and disposal price is computed using the moving-average method. - Unquoted securities: Cost basis using the moving-average method. 2. Valuation of inventories: Finished goods and raw materials: Average cost Work in process: Cost basis using specific project basis for custom order production, and average cost for others 3. Depreciation of property, plant and equipment is computed by the declining-balance method, except for certain manufacturing facilities, mainly machinery and equipment, which are depreciated by the declining-balance method based on their estimated useful lives. However, depreciation of buildings (excluding attached facilities) acquired since April 1, 1998, is computed by the straight-line method. 4. To provide for the employees' retirement benefits, the Company appropriate Retirement and Severance Benefits calculated based on the estimated projected benefit obligation and plan asset at the end of this fiscal year. 5. Figures given in the financial statements do not include consumption tax. 6. Monetary receivables from subsidiaries: Short-term: JPY264,402 million Long-term: JPY1,734 million 7. Monetary payables to subsidiaries: Short-term: JPY244,397 million Long-term: JPY174 million 8. Accumulated depreciation of property, plant and equipment: JPY1,683,209 million 9. Major foreign currency assets and liabilities: Accounts receivable: US$388,233 thousand Subsidiaries' stock: US$489,012 thousand 10. Contingent liabilities: Guarantees: JPY101,196 million Contingent guarantees: JPY160,480 million 11. Provision for Overseas investment loss allowance is covered by Article 287-2 of the Commercial Code of Japan. 12. Rights to subscribe for new shares under Article 280-19 of the Commercial Code of Japan Type of shares to be issued Ordinary stock Number of new shares planned for issue 645,000 shares Issue price JPY584 Period for exercising right June 29, 2003 to June 28, 2007 13. Profit per share: JPY4.24 14. Net sales to subsidiaries: JPY363,656 million Purchases from subsidiaries: JPY348,479 million Total turnover with subsidiaries excluding business transactions: JPY2,669 million 15. Amount excluded from limit for available for dividend is JPY15,283 million in accordance with Article 290 of the Commercial Code of Japan. 26 (7) Unconsolidated Balance Sheet of Mitsubishi Electric Corporation (As of March 31, 2002)

=================================================================================================================== (ASSETS) Millions of yen (LIABILITIES) Millions of yen CURRENT ASSETS 1,407,956 CURRENT LIABILITIES 1,131,779 Cash 189,480 Notes payable 56,599 Notes receivable 8,633 Accounts payable 339,116 Accounts receivable 593,972 Short-term loans payable 149,576 Marketable securities 57 Commercial paper 100,000 Finished goods 75,071 Bonds due within one year 100,000 Raw materials 41,853 Other accounts payable 148,671 Work in process 306,302 Accrued expenses 104,659 Advance payment 49,753 Accrued income taxes 100 Deferred tax assets 29,388 Advances received 93,863 Other 114,153 Products warranty reserve 11,588 Allowance for doubtful receivables (710) Other 27,605 NON-CURRENT LIABILITIES 962,084 Bonds 310,000 Convertible bonds 77,249 FIXED ASSETS 1,177,654 Long-term loans payable 203,559 Tangible fixed assets 464,759 Retirement and Severance Benefits 250,080 Buildings 146,989 Provision for Overseas investment Structures 10,523 loss allowance 120,846 Machinery and equipment 172,390 Other 348 Vehicles and conveying equipment 527 Tools, furniture and fixtures 81,589 TOTAL LIABILITIES 2,093,864 Land 28,986 Construction in progress 23,752 (SHAREHOLDERS' EQUITY) Intangible fixed assets 22,812 CAPITAL STOCK 175,820 Software 21,914 LEGAL RESERVE 225,012 Other intangible fixed assets 897 Capital surplus 181,057 Investments and other assets 690,083 Legal reserve 43,955 Investment securities 251,901 RETAINED EARNINGS 65,585 Investment in subsidiaries 165,781 Reserve for research and development 300 Long-term loans receivable 4,133 Reserve for special depreciation 9,593 Long-term prepaid expenses 14,459 Reserve for software program Deferred tax assets 231,915 development 1,158 Other 32,821 Reserve for deferred capital gain 3,852 Allowance for doubtful receivables (10,930) General reserve 141,440 Unappropriated retained earnings (including net loss of 143,694) (90,759) UNREALIZED GAIN 25,338 Unrealized gain on securities 25,338 TREASURY STOCK (10) TOTAL SHAREHOLDERS' EQUITY 491,747 =================================================================================================================== TOTAL LIABILITIES AND SHAREHOLDERS' TOTAL ASSETS 2,585,611 EQUITY 2,585,611

27 (8) Unconsolidated Statement of Income of Mitsubishi Electric Corporation (From April 1, 2001 to March 31, 2002)

================================================================================ ORDINARY PROFIT AND EXPENSES Millions of yen Operating income and expenses Net sales 2,409,362 Cost of sales 1,982,060 Selling, general and administrative expenses 489,894 --------- Operating loss 62,592 Other income and expenses Other income 34,624 Interest and dividends income 18,562 Other 16,062 Other expenses 81,533 Interest 13,216 Other 68,316 --------- Ordinary loss 109,501 EXTRAORDINARY PROFIT AND LOSSES Extraordinary losses 151,929 Losses on investment in affiliates 11,517 Losses on investment in overseas affiliates 135,603 Losses on business restructuring 4,808 --------- Loss before income taxes 261,431 Income taxes Current 4,070 Deferred (121,808) --------- Net loss 143,694 Unappropriared retained earnings at the beginning of the period 52,935 --------- Unappropriated retained earnings (90,759) ================================================================================

28 Notes to Financial Statements: 1. Valuation of marketable and investment securities (including marketable securities contained in investment trust): (1) Investment in subsidiaries and affiliates: Cost basis using the moving-average method. (2) Other securities - Quoted securities: Market value at fiscal year end. Unrealized gains are in shareholders' equity, net of income taxes, and disposal price is computed using the moving-average method. - Unquoted securities: Cost basis using the moving-average method. 2. Valuation of inventories: Finished goods and raw materials: Average cost Work in process: Cost basis using specific project basis for custom order production, and average cost for others 3. Depreciation of property, plant and equipment is computed by the declining-balance method, except for certain manufacturing facilities, mainly machinery and equipment, which are depreciated by the declining-balance method based on their estimated useful lives. However, depreciation of buildings (excluding attached facilities) acquired since April 1, 1998, is computed by the straight-line method. 4. To provide for the employees' retirement benefits, the Company appropriate Retirement and Severance Benefits calculated based on the estimated projected benefit obligation and plan asset at the end of this fiscal year. 5. Figures given in the financial statements do not include consumption tax. 6. Monetary receivables from subsidiaries: Short-term: JPY238,996 million Long-term: JPY4,733 million 7. Monetary payables to subsidiaries: Short-term: JPY249,385 million Long-term: JPY192 million 8. Accumulated depreciation of property, plant and equipment: JPY1,680,624 million 9. Major foreign currency assets and liabilities: Accounts receivable: US$471,997 thousand Subsidiaries' stock: US$485,806 thousand 10. Contingent liabilities: Guarantees: JPY115,319 million Contingent guarantees: JPY163,771 million 11. Provision for Overseas investment loss allowance is covered by Article 287-2 of the Commercial Code of Japan. 12. Rights to subscribe for new shares under Article 280-19 of the Commercial Code of Japan Type of shares to be issued Ordinary stock Number of new shares planned for issue 645,000 shares Issue price JPY584 Period for exercising right June 29, 2003 to June 28, 2007 13. Loss per share: JPY66.92 14. Net sales to subsidiaries: JPY758,745 million Purchases from subsidiaries: JPY761,720 million Total turnover with subsidiaries excluding business transactions: JPY13,263 million 15. Amount excluded from limit for available for dividend is JPY25,338 million in accordance with Article 290 of the Commercial Code of Japan. 16. Losses on investment in affiliates of JPY11,517 million is a valuation loss on investments in domestic affiliates. 17. Losses on investment in overseas affiliates of JPY135,603 million include valuation of losses on overseas affiliates and losses related to restructuring of mobile communications business in Europe and North America. 29 Item No. 2 Amendment to the Articles of Incorporation It is hereby proposed that, in accordance with the "Law to Amend Part of the Commercial Code" of Japan (2002 Law No. 44) (the "Commercial Code as amended") to be enforced as of April 1, 2003, a provision to reduce the quorum for a General Meeting of Shareholders to adopt resolutions (special resolutions) as provided for in Article 343 of the Commercial Code of Japan and a supplementary provision to effectuate such provision as of the date of enforcement of the Commercial Code as amended be established. It is also proposed that the supplementary provision be deleted upon the enforcement of the Commercial Code as amended. The substance of this proposition to be submitted by the Board of Directors with regard to the amendment to the Articles of Incorporation and the reasons therefor are set forth below.

================================================================================================================================ Currently in Force Proposed Amendment (underlined) Reason for Amendment -------------------------------------------------------------------------------------------------------------------------------- Article 14. (Method of adopting Article 14. (Method of adopting In consideration of the purpose of the resolutions) resolutions) Commercial Code as amended and the current shareholding structure of the Company, Unless otherwise provided Unless otherwise provided by the Company intends to establish a provision by laws, regulations or these laws, regulations or these Articles required to better ensure the constitution Articles of Incorporation, of Incorporation, resolutions at a of a quorum for adopting a resolution at a resolutions at a General General Meeting of Shareholders General Meeting of Shareholders as provided Meeting of Shareholders shall shall be adopted by a majority of for in Article 343 of the Commercial Code of be adopted by a majority of the the votes of the shareholders Japan. votes of the shareholders present. present. Any resolution as provided -------------------------- for in Article 343 of the Commercial ------------------------------------ Code of Japan shall be adopted at a ----------------------------------- General Meeting of Shareholders at ---------------------------------- which shareholders representing ------------------------------- one-third or more of the voting rights -------------------------------------- of all the shareholders shall be -------------------------------- present, by a majority of two-thirds ------------------------------------ or more of the voting rights of the ----------------------------------- shareholders so present. ------------------------ -------------------------------------------------------------------------------------------------------------------------------- (to be established) Supplementary Provision The Company intends to provide as a ----------------------- supplementary provision that the provision The provision of the second to be established by this proposed amendment --------------------------- to the Articles of Incorporation of the Company paragraph of Article 14 (Method will become effective as of the date of ------------------------------- enforcement of the Commercial Code as amended. of adopting resolutions) of the ------------------------------- Articles of Incorporation, as ----------------------------- amended, shall become effective ------------------------------- as of April 1, 2003. -------------------- ================================================================================================================================

30 (Translation) Hitachi, Ltd. VOTING RIGHT CARD I hereby exercise my voting right as indicated below in respect of the proposals put forward at the Extraordinary General Meeting of Shareholders of Hitachi, Ltd. held on February 6, 2003. In the event of any continuation or adjournment of the General Meeting, my voting right shall be exercised in accordance with my intentions as signified by my entries herein. Date: , 2003 Registered Seal ----------------------------------------------------------------------- Number of voting rights held* ----------------------------------------------------------------------- *A shareholder is entitled to one voting right per 1,000 shares. --------------------------------------------------------------------------------------- Item No. 1 On the proposal by the Board of Directors FOR AGAINST --------------------------------------------------------------------------------------- Item No. 2 On the proposal by the Board of Directors FOR AGAINST --------------------------------------------------------------------------------------- Note: The absence of a "For" or "Against" indication in respect of any proposal will be treated by the Company as an affirmative vote. -------------------------------------------------------------------------------- DETACH HERE Please read the following before filling the Voting Right Card. 1. If you wish to attend the General Meeting of Shareholders, please bring the Voting Right Card with you on the day and present it at the entrance to the meeting hall. 2. If you do not wish to attend the General Meeting of Shareholders, please circle "For" or "Against" in the column of each item, affix your seal in the space provided, detach and mail the card so as to be received by Hitachi, Ltd. on or before February 5, 2003. Reference Number of Shareholder ----------------------------------------------------------------------- Number of shares held ----------------------------------------------------------------------- Number of shares in the share-register ----------------------------------------------------------------------------- Number of shares in the beneficiaries' record -----------------------------------------------------------------------------