2024/05/20 19:12:52 / 23092450_株式会社日立製作所_招集通知

Reference Documentation

Item

Election of 12 Directors due to the expiration of the term of office of all Directors
Due to expiration of the term of office of all of the Directors at the close of the Meeting, it is proposed that 12 Directors

be elected. The Company has nominated the following 12 Director candidates (including nine Independent Directors*) to share
their global and diverse viewpoints with the Company’s management as well as to realize the continued growth of the social
innovation business and reinforce the Company’s management supervision functions.
* The "Independent Directors" in this notice are the Directors who fulfill the qualification requirements for outside directors stated in the
Companies Act of Japan and also meet the independence criteria defined by the Company and the criteria provided by the Japanesestock exchanges where the Company is listed, unless otherwise stated.

The nominees
Name

No

Current Position and Responsibilities at the Company

1

Katsumi Ihara

RE

OD

ID

Independent Director Chair of the Board of Directors■ Nominating Committee (Chair) ■ Audit Committee■ Compensation Committee

2

Ravi Venkatesan

RE

OD

ID

Independent Director

3

Ikuro Sugawara

RE

OD

ID

Independent Director■ Audit Committee

4Isabelle Deschamps

NEW

OD

ID

-

5

Joe Harlan

RE

OD

ID

Independent Director■ Compensation Committee

6

Louise Pentland

RE

OD

ID

Independent Director

7

Takatoshi Yamamoto

RE

OD

ID

Independent Director■ Compensation Committee (Chair)

8

Hiroaki Yoshihara

RE

OD

ID

Independent Director■ Nominating Committee

9

Helmuth Ludwig

RE

OD

ID

Independent Director■ Audit Committee

10

Keiji Kojima

RE

Representative Executive Officer, President & CEO and Director■ Compensation Committee

11

Mitsuaki Nishiyama

RE

Director■ Audit Committee

12

Toshiaki Higashihara

RE

Executive Chairman, Representative Executive Officer and Director■ Nominating Committee

NEW: Newly selected nomineeRE: Re-selected nominee

OD: Outside Director nominee according to provisions of Companies Act of JapanID: Independent Director according to the provisions of the Japanese stock exchanges where the Company is listed3

item3 リスト

■ Audit Committee (Chair)

2024/05/20 19:12:52 / 23092450_株式会社日立製作所_招集通知

Board of Directors Composition
In the case that the matters of the Meeting are resolved, the composition of the Board of Directors are as follows.

Independence(ratio of Independent
Directors)

Independent
Directors
9 people75%

Female2 people

Non-Japanese
5 people

16.7%

41.7%
Diversity(ratio of non-Japaneseand Female directors)

Germany
1 personUK
1 personJapan

7 peopleUSA
1 person
Canada1 personDiversity(country of origin)India
1 person

Matters Considered by the Nominating Committee in Nominating a Director Candidate
Size of the Board
Given the need for diversity of the Board views and efficiency of the Board, the number of directors shall be no more than 20.
The Nominating Committee shall consider the optimal size of the Board following the policy described above in deciding the mattersrelating to a proposal concerning election and removal of directors to be submitted to the General Meeting of Shareholders.
Composition of the Board
In nominating a director candidate, the Nominating Committee shall consider:
1. diversity in the experience and expertise, etc. possessed by the director candidates, the composition ratio between independent
directors and other directors (directors concurrently serving as executive officers and non-executive directors from within the HitachiGroup), and other such matters in order to ensure the effectiveness of the management supervision and decision-making functions of
the Board;
2. that to maintain the continuity of the Board, new candidates do not constitute all or almost all of the nominees; and3. the period of time since the candidate's assumption of office as the Company's director and the candidate's age to keep bringing fresh
ideas and viewpoints regularly to the Board.
In principle, a person will not be nominated as a director candidate after his or her 75th birthday. However, in special circumstances, aperson over 75 years old may be nominated as a director candidate if the Nominating Committee approves. Also, in principle, theNominating Committee will not nominate a person as an independent director candidate if a person has reached 10 years of total tenure.
However, in special circumstances, a person with the total tenure of 10 years or more may be nominated as an independent director
candidate, but even in this case, a person with the total tenure of 12 years or more can no longer be nominated as an independent
director candidate.
Qualification for Directors
In nominating a director candidate, the Nominating Committee shall consider that:
1. such nominee has the highest personal and professional ethics, integrity and insight; and2. such independent director nominee has distinguished records of leadership or experience at policy making levels in business, law,administration, accounting or education, etc., in addition to satisfying the criteria for independency as provided in this Guideline.
Criteria for Independency of Directors
The Nominating Committee considers director to be independent unless:
1. his or her immediate family member* is, or has been within the last three years, a director or an executive officer of the Company or
any of its subsidiaries;
2. he or she is currently an executive director, an executive officer or an employee of a company that has made payments to, or received
payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds 2% of any of
the companies' consolidated gross revenues;
3. he or she has received during any of the last three fiscal years more than 10 million yen in direct compensation for his or her service asa specialist in law, accounting or tax, or as a consultant from the Company, other than director compensations; or
4. he or she serves as an executive officer or director of a not-for-profit organization, and the Company's discretionary charitable
contributions to the organization in any of the last three fiscal years are more than 10 million yen and 2% of that organization's annual
gross revenues.
* An "immediate family member" includes a person's spouse, parents, children, siblings, grand-parents, grand-children, mothers andfathers-in-law, sons and daughters-in-law, spouses of siblings, grand-parents-in-law, grand-children-in-law, and brothers and sisters-inlaw.
Source: Corporate Governance Guidelines of Hitachi, Ltd. (Article 2 to 5)
https://www.hitachi.com/IR-e/corporate/governance/guidelines.html

4

BOD Composition

2024/05/20 19:12:52 / 23092450_株式会社日立製作所_招集通知No1

Katsumi Ihara (Date of Birth: Sept. 24, 1950)

RE

OD

Position and Responsibilities at the Company

Term of office as Independent Director

Share Ownership

Independent Director
Chair of the Board of Directors
Chair of the Nominating Committee
Member of the Audit Committee
Member of the Compensation
Committee

Six years

1,400

ID

Brief Biography

Attendance in Fiscal 2023
Board of Directors meetings
9 out of 9 days (100%)
Nominating Committee
10 out of 10 days (100%)
Audit Committee
15 out of 15 days (100%)Compensation Committee
7 out of 7 days (100%)No2

5/19816/20054/20096/20096/20106/20114/20156/20166/2018Joined Sony Corporation
Executive Deputy President, Representative Corporate Executive Officer, Member of the Board, Sony Corporation
Executive Deputy President, Corporate Executive, Sony Corporation
Executive Vice President, Representative Director, Sony Financial Holdings Inc.
President, Representative Director, Sony Financial Holdings Inc.
President, Representative Director, Sony Life Insurance Co., Ltd.
Chairman, Director, Sony Life Insurance Co., Ltd. (retired in June 2017)
Chairman, Director, Sony Financial Holdings Inc. (retired in June 2017)
Director, Hitachi, Ltd. (currently in office)Reason for nomination as Independent Director and expected roles
Mr. Ihara has rich experience and insight in the area of global corporate management gained through the involvement in the
management of major companies conducting diverse businesses globally. He was nominated to be as an independent director
because he is expected to leverage this experience and insight to reinforce the supervisory and decision making functional aspects of
the Company’s Board of Directors by providing opinions and proposals regarding the general management of the Company andsupervising the Executive Officers and other’s execution of their duties from an independent perspective.

Ravi Venkatesan (Date of Birth: Jan. 12, 1963)

RE

OD

Position and Responsibilities at the Company

Term of office as Independent Director

Share Ownership

Independent Director

Three years 11 months

600

ID

Brief Biography

Attendance in Fiscal 2023
Board of Directors meetings
9 out of 9 days (100%)

7/19991/20044/20114/20138/20159/20187/202010/2022Chairman of the Board of Directors, Cummins India Ltd. (India) (retired in March 2004)
Chairman, Microsoft India Pvt. Ltd. (India) (retired in September 2011)
Independent Director, Infosys Ltd. (India) (retired in May 2018, served as Co-Chairman from April 2017 to August 2017)
Venture Partner, Unitus Ventures LLC. (India) (currently in office)
Chairman (Non-Executive), Bank of Baroda (India) (retired in August 2018)
Special Representative for Young People & Innovation, UNICEF (retired in September 2023)
Director, Hitachi, Ltd. (currently in office)
Board Chair, Global Energy Alliance for People and Planet, LLC (USA) (currently in office)

Other Principal Positions Held
Board Chair, Global Energy Alliance for People and Planet, LLC (USA)
Trustee, The Rockefeller Foundation (USA)
Venture Partner, Unitus Ventures LLC. (India)

Reason for nomination as Independent Director and expected roles
Mr. Venkatesan has rich experience and insight in the area of global corporate management, digital business and emerging markets.
He was nominated to be as an independent director because he is expected to leverage this experience and insight to reinforce thesupervisory and decision making functional aspects of the Company’s Board of Directors by providing opinions and proposals
regarding the general management of the Company from a global viewpoint and supervising the Executive Officers and others’
execution of their duties from an independent perspective.

5

item3

2024/05/20 19:12:52 / 23092450_株式会社日立製作所_招集通知No3

Ikuro Sugawara (Date of Birth: Mar. 6, 1957)

RE

OD

Position and Responsibilities at the Company

Term of office as Independent Director

Share Ownership

Independent Director
Member of the Audit Committee

Two years

700

ID

Brief Biography
4/19817/2010Attendance in Fiscal 2023
Board of Directors meetings
9 out of 9 days (100%)
Audit Committee
15 out of 15 days (100%)9/20126/20137/20158/2017
6/2022Joined Ministry of International Trade and Industry of Japan
Director-General of the Industrial Science and Technology Policy andEnvironment Bureau, Ministry of Economy, Trade and Industry of Japan (“METI”)
Director-General of the Manufacturing Industries Bureau, METI
Director-General of the Economic and Industrial Policy Bureau, METI
Vice-Minister of Economy, Trade and Industry of Japan
Special Advisor to the Cabinet of Japan (retired in June 2018)
Director, Hitachi, Ltd. (currently in office)

Other Principal Positions Held
Outside Director, Toyota Motor Corporation
Outside Director, FUJIFILM Holdings Corporation

Reason for nomination as Independent Director and expected roles
Mr. Sugawara has rich experience and insight in the area of public administration, etc. gained through leading positions atgovernment agencies. He was nominated to be as an independent director because he is expected to leverage this experience andinsight to reinforce the supervisory and decision making functional aspects of the Company’s Board of Directors by providing opinions
and proposals regarding the general management of the Company and supervising the Executive Officers and others’ execution of
their duties from an independent perspective.

No

4

Isabelle Deschamps (Date of Birth: June 11, 1970)

NEW

OD

Position and Responsibilities at the Company

Term of office as Independent Director

Share Ownership

-

-

0

ID

Brief Biography
5/19932/2003
11/2009
10/20121/20171/20189/2018
10/2021Admitted an Attorney-at-Law at Quebec Bar (Canada)
Head of Legal and Company Secretary, Nestle UK Ltd (UK)
Admitted as a Solicitor (UK)
Senior Vice President, General Counsel Global Categories and Intellectual Property, Unilever PLC (UK)
Executive Vice President, General Counsel Europe and Global E-Commerce, Digital and Privacy, Unilever PLC (UK)
Executive Vice President, General Counsel Europe and Global Foods & Refreshments, Unilever N.V. (Netherlands)
Member of Executive Committee, Group General Counsel, AkzoNobel N.V. (Netherlands)
Member of Executive Committee, Chief Legal, Governance & Corporate Affairs Officer, Rio Tinto plc (UK) (currently in
office)Other Principal Positions Held
Member of Executive Committee, Chief Legal, Governance & Corporate Affairs Officer, Rio Tinto plc (UK)

Reason for nomination as Independent Director and expected roles
Ms. Deschamps has rich experience and insight in the area of corporate legal matters and corporate governance, having served as
the chief legal officer of major global companies, etc. She was nominated to be as an independent director because she is expected
to leverage this experience and insight to reinforce the supervisory and decision making functional aspects of the Company’s Board of
Directors by providing opinions and proposals regarding the general management of the Company from a global viewpoint andsupervising the Executive Officers and others’ execution of their duties from an independent perspective.

6

item3

2024/05/20 19:12:52 / 23092450_株式会社日立製作所_招集通知No5

Joe Harlan (Date of Birth: May 5, 1959)

RE

OD

Position and Responsibilities at the Company

Term of office as Independent Director

Share Ownership

Independent Director
Member of the Compensation
Committee

Six years

1,500

ID

Brief Biography

Attendance in Fiscal 2023
Board of Directors meetings
9 out of 9 days (100%)Compensation Committee
7 out of 7 days (100%)

9/19999/2001
11/2002
10/2004
10/2009
9/20119/2012
10/2014
10/2015
6/2018Vice President and Chief Financial Officer, Lighting Business, General Electric Company (USA)Vice President, Corporate Financial Planning and Analysis, 3M Company (USA)President and Chief Executive Officer, Sumitomo 3M Ltd.
Executive Vice President, Electro and Communications Business, 3M Company (USA)
Executive Vice President, Consumer and Office Business, 3M Company (USA)
Executive Vice President, Performance Materials, The Dow Chemical Company (USA)
Executive Vice President, Chemicals, Energy and Performance Materials, The Dow Chemical Company (USA)
Chief Commercial Officer and Vice Chairman, Market Business, The Dow Chemical Company (USA)Vice Chairman and Chief Commercial Officer, The Dow Chemical Company (USA) (retired in August 2017)
Director, Hitachi, Ltd. (currently in office)Reason for nomination as Independent Director and expected roles
Mr. Harlan has rich experience and insight in the area of global corporate management gained through his involvement inmanagement at major companies conducting diverse businesses globally. He was nominated to be an independent director because
he is expected to leverage this experience and insight to reinforce the supervisory and decision making functional aspects of theCompany’s Board of Directors by providing opinions and proposals regarding the general management of the Company from a global
viewpoint and supervising the Executive Officers and others’ execution of their duties from an independent perspective.

No

6

Louise Pentland (Date of Birth: Apr. 11, 1972)

RE

OD

Position and Responsibilities at the Company

Term of office as Independent Director

Share Ownership

Independent Director

Nine years

1,300

ID

Brief Biography

Attendance in Fiscal 2023
Board of Directors meetings
9 out of 9 days (100%)

8/19977/20019/20077/20086/20092/20114/20156/20157/20159/2016
1/20229/2023

Admitted as a Solicitor (UK)
Senior Legal Counsel, Nokia Networks, Nokia Corporation (Finland)
Vice President, Acting Chief Legal Officer and Head of IP Legal, Nokia Corporation (Finland)
Senior Vice President and Chief Legal Officer, Nokia Corporation (Finland)
Admitted to New York State Bar Association
Executive Vice President and Chief Legal Officer, Nokia Corporation (Finland) (retired in May 2014)
General Counsel, PayPal, eBay Inc. (USA)
Director, Hitachi, Ltd. (currently in office)Senior Vice President and Chief Legal Officer, PayPal Holdings, Inc. (USA)
Executive Vice President, Chief Business Affairs and Legal Officer, PayPal Holdings, Inc. (USA)
Executive Vice President and Senior Advisor, PayPal Holdings, Inc. (USA) (retired in July 2022)
Executive Vice President and Chief Counsel, Disney Park, Experiences and Products, The Walt Disney Company (USA)(currently in office)

Other Principal Positions Held
Director, Experian plc (Ireland/ UK) *Executive Vice President and Chief Counsel, Disney Park, Experiences and Products, The Walt Disney Company (USA)

Reason for nomination as Independent Director and expected roles
Ms. Pentland has deep insight into corporate legal matters and corporate governance gained through her rich experience as the chief
legal officer of major global companies. She was nominated to be an independent director because she is expected to leverage thisexperience and insight to reinforce the supervisory and decision making functional aspects of the Company’s Board of Directors byproviding opinions and proposals regarding the general management of the Company from a global viewpoint and supervising the
Executive Officers and others’ execution of their duties from an independent perspective.

7

item3

2024/05/20 19:12:52 / 23092450_株式会社日立製作所_招集通知No7

Takatoshi Yamamoto (Date of Birth: Oct. 20, 1952)

RE

OD

Position and Responsibilities at the Company

Term of office as Independent Director

Share Ownership

Independent Director
Chair of the Compensation Committee

Eight years

14,900ID

Brief Biography

Board of Directors meetings
9 out of 9 days (100%)

4/1975
4/198912/1995
6/19997/20056/20096/20116/2016Compensation Committee
7 out of 7 days (100%)

Other Principal Positions Held

Attendance in Fiscal 2023

Joined Nomura Research Institute, Ltd.
Joined Morgan Stanley Japan Limited
Managing Director, Morgan Stanley Japan Limited
Managing Director and Vice Chairman, Tokyo Branch, Morgan Stanley Japan Limited
Managing Director and Vice Chairman, UBS Securities Japan Co., Ltd.
Managing Director, CASIO COMPUTER CO., LTD.
Advisor, CASIO COMPUTER CO., LTD. (retired in June 2012)
Director, Hitachi, Ltd. (currently in office)Outside Director, Murata Manufacturing Co., Ltd.

Reason for nomination as Independent Director and expected roles
Mr. Yamamoto has broad range of insight in business and management gained through his experience in the area of corporate
analysis and global corporate management. He was nominated to be an independent director because he is expected to leverage thisexperience and insight to reinforce the supervisory and decision making functional aspects of the Company’s Board of Directors byproviding opinions and proposals regarding the general management of the Company and supervising the Executive Officers andothers’ execution of their duties from an independent perspective.

No

8

Hiroaki Yoshihara (Date of Birth: Feb. 9, 1957)

RE

OD

Position and Responsibilities at the Company

Term of office as Independent Director

Share Ownership

Independent Director
Member of the Nominating Committee
Chair of the Audit Committee

Ten years

3,600

ID

Brief Biography
11/1978
7/1996
10/1997
10/20036/2014
Attendance in Fiscal 2023
Board of Directors meetings
9 out of 9 days (100%)
Nominating Committee
10 out of 10 days (100%)
Audit Committee
15 out of 15 days (100%)

Joined Peat Marwick Mitchell & Co.
National Managing Partner, the Pacific Rim Practice, KPMG LLPBoard Member, KPMG LLP
Vice Chairman and Global Managing Partner, KPMG International (retired in April 2007)
Director, Hitachi, Ltd. (currently in office)

Other Principal Positions Held
Outside Director, HOYA CORPORATION

Reason for nomination as Independent Director and expected roles
Mr. Yoshihara has rich experience and insight in the area of global corporate management and accounting. He was nominated to be
an independent director because he is expected to leverage this experience and insight to reinforce the supervisory and decision
making functional aspects of the Company’s Board of Directors by providing opinions and proposals regarding the generalmanagement of the Company from a global viewpoint and supervising the Executive Officers and others’ execution of their duties
from an independent perspective.

8

item3

2024/05/20 19:12:52 / 23092450_株式会社日立製作所_招集通知No9Helmuth Ludwig (Date of Birth: Sept. 19, 1962)

RE

OD

Position and Responsibilities at the Company

Term of office as Independent Director

Share Ownership

Independent Director
Member of the Audit Committee

Three years 11 months

5,400

ID

Brief Biography
6/20018/20028/2007
10/2010
10/2011
10/2014
Attendance in Fiscal 2023
Board of Directors meetings
9 out of 9 days (100%)
Audit Committee
15 out of 15 days (100%)

10/2016
1/20207/2020President, Software and System House Division, Siemens AG (Germany)
President, Systems Engineering Division, Automation and Drives Group, Siemens AG (Germany)
President, Siemens PLM Software, Inc. (USA)Global Head of Communications, Industry Automation, Siemens Corp. (USA)President and CEO, Industry Sector, North America, Siemens Industry, Inc. (USA)
Executive Vice President and Chief Digital Officer, Digital Factory Division, Product Lifecycle Management, Siemens Corp.
(USA)
Chief Information Officer, Siemens AG (Germany) (retired in December 2019)
Professor of Practice in Strategy and Entrepreneurship, Cox School of Business, Southern Methodist University (USA)(currently in office)Director, Hitachi, Ltd. (currently in office)

Other Principal Positions Held
Professor of Practice in Strategy and Entrepreneurship, Cox School of Business, Southern Methodist University (USA)Senior Advisor, Bridgepoint, LLC (USA)

Reason for nomination as Independent Director and expected roles
Mr. Ludwig has rich experience and insight in the area of global corporate management and digital business. He was nominated to be
an independent director because he is expected to leverage this experience and insight to reinforce the supervisory and decision
making functional aspects of the Company’s Board of Directors by providing opinions and proposals regarding the generalmanagement of the Company from a global viewpoint and supervising the Executive Officers and others’ execution from an
independent perspective.

No

10

Keiji Kojima (Date of Birth: Oct. 9, 1956)

RE

Position and Responsibilities at the Company

Share Ownership

Representative Executive Officer,
President & CEO and Director
Member of the Compensation Committee

113,900

Brief Biography

Attendance in Fiscal 2023
Board of Directors meetings
9 out of 9 days (100%)Compensation Committee
7 out of 7 days (100%)

4/19824/20114/20124/20164/20186/20214/2022Joined Hitachi, Ltd.
General Manager, Hitachi Research Laboratory
Vice President and Executive Officer
Senior Vice President and Executive Officer
Representative Executive Officer, Executive Vice President
Representative Executive Officer, President & COO and Director, Hitachi, Ltd.
Representative Executive Officer, President & CEO and Director, Hitachi, Ltd. (currently in office)Reason for nomination as Director and expected roles
Mr. Kojima has rich experience and a proven performance record, having been engaged in R&D and business management in thedigital business both at the Company and at Group companies as well as in the global promotion of Lumada business. He has been
engaged in the management of the Company as President & COO since June 2021 and as President & CEO since April 2022. Mr.
Kojima was nominated to be a director because he is expected to continue to promote information sharing and draw on his richexperience and performance record to reinforce the decision-making function of the Board of Directors as a member of the Board.

9

item3

2024/05/20 19:12:52 / 23092450_株式会社日立製作所_招集通知No11

Mitsuaki Nishiyama (Date of Birth: Sep. 25, 1956)
Position and Responsibilities at the Company

Share Ownership

Director
Member of the Audit Committee

26,660RE

Brief Biography

Attendance in Fiscal 2023
Board of Directors meetings
7 out of 7 days (100%)
Audit Committee
9 out of 9 days (100%)

4/19794/20084/20116/20124/20137/20134/20144/20154/20164/20206/20201/20234/20236/2023Joined Hitachi, Ltd.
General Manager, Finance Department Ⅰ
Executive Officer, Hitachi Cable, Ltd.
Executive Officer, Board Director, Hitachi Cable, Ltd.
Vice President and Executive Officer, Board Director, Hitachi Cable, Ltd.
Vice President and Managing Officer, Hitachi Metals, Ltd. (currently Proterial, Ltd.)
Vice President and Executive Officer, Hitachi Metals, Ltd. (retired in March 2015)
Vice President and Executive Officer, Hitachi, Ltd.
Representative Executive Officer, Senior Vice President and Executive Officer, Hitachi, Ltd.
Representative Executive Officer, Chairperson and CEO, Hitachi Metals, Ltd.
Representative Executive Officer, Chairperson, President and CEO, Hitachi Metals, Ltd.
Representative Executive Officer, Chairperson, President and CEO, and Director, Hitachi Metals, Ltd.
Representative Director, Executive Chairman, Proterial, Ltd. (retired in March 2023)
Associate, Hitachi, Ltd.
Director, Hitachi, Ltd. (currently in office)Reason for nomination as Director and expected roles
Mr. Nishiyama has rich experience and a proven performance record, having been engaged in operations in areas such asaccounting and financial affairs and in management at both the Company and Group companies, etc. Mr. Nishiyama was nominatedto be a director because he is expected to reinforce the supervisory functions of the Company's Board of Directors by supervising the
Executive Officers and others’ execution of their duties based on his rich experience and proven performance record.

No

12

Toshiaki Higashihara (Date of Birth: Feb. 16, 1955)
Position and Responsibilities at the Company

Share Ownership

Executive Chairman, Representative
Executive Officer and Director
Member of the Nominating Committee

208,200

RE

Brief Biography

Attendance in Fiscal 2023
Board of Directors meetings
9 out of 9 days (100%)
Nominating Committee
10 out of 10 days (100%)

4/19774/20074/20084/20106/20104/20114/20134/20146/20144/20165/20216/20214/2022Joined Hitachi, Ltd.
Vice President and Executive Officer
President, Hitachi Power Europe GmbH
Representative Executive Officer, President and Chief Executive Officer, Hitachi Plant Technologies, Ltd.
President and Representative Director, Hitachi Plant Technologies, Ltd.
Vice President and Executive Officer, Hitachi, Ltd.
Senior Vice President and Executive Officer, Hitachi, Ltd.
Representative Executive Officer and President & COO, Hitachi, Ltd.
Representative Executive Officer, President & COO and Director, Hitachi, Ltd.
Representative Executive Officer, President & CEO and Director, Hitachi, Ltd.
Representative Executive Officer, Executive Chairman, President & CEO and Director, Hitachi, Ltd.
Representative Executive Officer, Executive Chairman & CEO and Director, Hitachi, Ltd.
Executive Chairman, Representative Executive Officer and Director, Hitachi, Ltd. (currently in office)Reason for nomination as Director and expected roles
Mr. Higashihara has rich experience and a proven performance record, having been engaged in business management in a broad
range of fields, including the social infrastructure business and the power systems business, both at the Company and at Group
companies, as well as in the promotion of the Group’s global business development. He has been engaged in the management of theCompany as President since April 2014, as Executive Chairman and President since May 2021 and as Executive Chairman sinceJune 2021. He has been serving as Executive Chairman and Director since April 2022. Mr. Higashihara was nominated to be adirector because he is expected to continue to promote information sharing and draw on his rich experience and performance record
to reinforce the decision-making function of the Board of Directors as a member of the Board.

10

item3

2024/05/20 19:12:52 / 23092450_株式会社日立製作所_招集通知

Notes:
1.

Attendance at Board of Directors meetings and committee meetings is based on the number of days when meetings were held
during each member’s term of office.
2. Messrs. Katsumi Ihara, Ravi Venkatesan, Ikuro Sugawara, Joe Harlan, Takatoshi Yamamoto, Hiroaki Yoshihara and Helmuth
Ludwig and Mses. Isabelle Deschamps and Louise Pentland are nominees who fulfill the qualification requirements to beoutside director nominees as provided for in Article 2, Paragraph 3, Item 7 of the Enforcement Regulations of the Companies
Act. The Company has reported all of them as independent directors to the Japanese stock exchanges where the Company islisted.
3. The Company maintains a limited liability agreement (hereinafter the “Agreement”) with Messrs. Katsumi Ihara, Ravi
Venkatesan, Ikuro Sugawara, Joe Harlan, Takatoshi Yamamoto, Hiroaki Yoshihara, Helmuth Ludwig and Mitsuaki Nishiyama
and Ms. Louise Pentland. The general intent of the Agreement is to limit the liability of Directors provided for in Article 423,
Paragraph 1 of the Companies Act to the aggregate amount of each item stipulated under Article 425, Paragraph 1 of theCompanies Act. The Agreement will be renewed should the aforementioned individuals be re-elected at the Meeting. In theevent Ms. Isabelle Deschamps is elected as a director, the Company will newly enter into the same agreement with her.
4. The Company currently has a Directors' and Officers' Liability Insurance Agreement, which is stipulated in Article 430-3,
Paragraph 1 of the Companies Act, nominating each of its director candidates other than Ms. Isabelle Deschamps as an insured
person with an insurance company. The content of the Insurance Agreement is stated in “Directors and Executive Officers Contents of Directors’ and Officers’ Liability Insurance Agreement” in the Business Report. Upon the election of the directors,
each director other than Ms. Isabelle Deschamps will continue to be insured under the insurance agreement and Ms. Isabelle
Deschamps will newly become an insured person under the insurance agreement. The Company plans to renew the agreementwith the same terms and conditions during the tenure of each director.
5. Mr. Hiroaki Yoshihara served as Non-Executive Director (a similar position to outside director under the Companies Act) at theCompany’s overseas subsidiaries from September 2008 to March 2012.
6. In the event this agenda item is approved, the members and the chair of the committees are expected to be as follows:
Nominating Committee: Katsumi Ihara (chair), Hiroaki Yoshihara, Toshiaki Higashihara
Audit Committee: Hiroaki Yoshihara (chair), Katsumi Ihara, Ikuro Sugawara, Helmuth Ludwig, Mitsuaki Nishiyama
Compensation Committee : Takatoshi Yamamoto (chair), Katsumi Ihara, Joe Harlan, Keiji Kojima
7. The Company has no transactions with Unitus Ventures LLC., where Mr. Ravi Venkatesan is currently serving as VenturePartner, with Rio Tinto plc, where Ms. Isabelle Deschamps is currently serving as Member of Executive Committee, Chief Legal,
Governance & Corporate Affairs Officer, with The Walt Disney Company, where Ms. Louise Pentland is currently serving as
Executive Vice President and Chief Counsel, Disney Park, Experiences and Products, with Southern Methodist University,where Mr. Helmuth Ludwig is currently serving as Professor of Practice, and with Bridgepoint, LLC, where Mr. Helmuth Ludwig
is currently serving as Senior Advisor.
8. The Company has no transactions whose volume is more than 1% of the Company’s consolidated revenues or each company’s
respective consolidated revenues with AkzoNobel N.V., where Ms. Isabelle Deschamps had served as Member of Executive
Committee, Group General Counsel (retired in September 2021), with PayPal Holdings, Inc., where Ms. Louise Pentland had
served as Executive Vice President and Senior Advisor (retired in July 2022), and with Siemens AG, where Mr. Helmuth Ludwig
had served as Chief Information Officer (retired in December 2019).
9. The Company has no contractual relationship with Mses. Isabelle Deschamps and Louise Pentland and in relation to legal andother professional services, etc. Mr. Hiroaki Yoshihara had served as Vice Chairman and Global Managing Partner of KPMGInternational until April 2007. However, the Accounting Auditors of the Company do not belong to the KPMG Group. In addition,
the Company has no contractual relationship with Mr. Yoshihara in relation to accounting and other professional services or
consulting services, etc.
10. The positions with * in “Other Principal Positions Held” of each nominee are similar positions in each of the foreign corporations
to outside director under the Companies Act.

11

item3