Hitachi Zosen : NOTICE OF THE 127TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Disclaimer:

These documents have been translated from Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail.

The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

(Translation)

(Securities Code 7004) Date of issuance: May 31, 2024 Start date of measures for electronic provision: May 23, 2024

Dear Shareholders

Sadao Mino, Chairman of the Board

Hitachi Zosen Corporation

7-89,Nanko-kita1-chome,Suminoe-ku, Osaka

NOTICE OF THE 127TH ORDINARY GENERAL MEETING OF

SHAREHOLDERS

We are pleased to announce the 127th Ordinary General Meeting of Shareholders of Hitachi Zosen Corporation ("the Company"). The meeting shall be held as described below.

In connection with the convocation of this General Meeting of Shareholders, we have taken measures for providing information concerning the particulars of the Reference Documents for the General Meeting of Shareholders and other documents in electronic formats (i.e., information made available by electronic means) by publication on the following URLs for access and viewing by shareholders.

[Company Website] https://www.hitachizosen.co.jp/ir/stock/meeting.html (in Japanese)

[Website for Materials for the General Meeting of Shareholders]

https://d.sokai.jp/7004/teiji/ (in Japanese)

[TSE website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(From the TSE website, the information can be retrieved by entering the issue name (company name) "Hitachi Zosen" or the securities code "7004," clicking on "Basic information," "Documents for public inspection/PR information," and "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" which appear below the "Filed information available for public inspection" field.)

Shareholders not attending the meeting have the option to exercise their voting rights in advance via the Internet or in writing, and we ask those shareholders to read the Reference Documents for the General Meeting of Shareholders and exercise their voting rights by 5:00 p.m. (JST) on Wednesday, June 19, 2024.

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1. Date and Time: June 20, 2024 (Thursday), 10:00 a.m. (JST) (Doors open 9:00 a.m.)
2. Place:Osaka International Convention Center (Grand Cube Osaka), 10th Floor, Conference Room
3. 
   3-51, Nakanoshima 5-chome,Kita-ku, Osaka, Japan
   (Please note that the meeting place is different from last year.)
4. Purposes

I. Matters to be Reported:

1. The Business Report, the Consolidated Financial Statements and Non-consolidated Financial Statements for the 127th fiscal year (from April 1, 2023 to March 31, 2024)
2. The Audit Reports of the Accounting Auditor and the Board of Corporate Auditors on the Consolidated Financial Statements for the 127th fiscal year

II. Matters to be Resolved:

Proposal 1:	Appropriation of Surplus
Proposal 2:	Amendment of Articles of Incorporation
Proposal 3:	Election of Eight (8) Directors
Proposal 4:	Election of Two (2) Corporate Auditors
Proposal 5:	The Amount and Other Details of the Corporate Performance-linkedShare-based
	Remuneration for Directors, etc.

・Among the information made available by electronic means, the following items are omitted from a document to be delivered to shareholders who submitted a request for the delivery of information in written form, pursuant to the relevant laws and regulations and Article 15 of the Articles of Incorporation of the Company. The Accounting Auditor and Corporate Auditors have audited the documents subject to audit, including the items below.

• 1. "Matters Concerning the Development of Systems to Ensure Appropriateness of Operations, etc." in the Business Report
  2. "Consolidated Statements of Changes in Net Assets" and "Notes to Consolidated Financial Statements (Japanese only)" in the Consolidated Financial Statements
  3. "Non-consolidatedBalance Sheets," "Non-consolidated Statements of Income," "Non- consolidated Statements of Changes in Net Assets" and "Notes to Non-consolidated Financial Statements (Japanese only)" in the Non-consolidated Financial Statements
  4. "Accounting Audit Report on Non-consolidated Financial Statements"
• Any modification to the information made available by electronic means will be announced on the websites mentioned above, together with the information before and after the modification.
• If there are any changes in the arrangements, response methods or other related operations of the General Meeting of Shareholders, we will give notice on the Company's website.
• Shareholders are invited to view the meeting by way of real-time live streaming on the Internet. After the meeting, the proceedings will be available in part for viewing on demand (in Japanese). In addition, shareholders may make inquiries with respect to the purposes of the General Meeting of Shareholders before the meeting.
• Please kindly note that we will not provide souvenirs to shareholders attending the meeting in person. We appreciate your understanding.
• Treatment of Voting Rights Exercised Multiple Times
• If the voting rights are exercised multiple times both via the Internet and in writing: The exercise of the voting rights via the Internet will be deemed effective.
• If the voting rights are exercised multiple times via the Internet: The last exercise of the voting rights will be deemed effective.

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Instructions on Exercising Voting Rights via the Internet

Scanning QR code®

Entering login ID and temporary password

You can simply login to the website for exercising voting rights without entering your login ID and temporary password printed on the right side of the voting form.

Site for exercising voting rights: https://evote.tr.mufg.jp/ (in Japanese)

1. Please scan the QR code® located on the right side of the voting form.
2. • "QR code" is a registered trademark of
     DENSO WAVE INCORPORATED.
3. Indicate your approval or disapproval by following the instructions on the screen.

1. Please access the site for exercising voting rights.
2. Enter your "login ID" and "temporary password" printed on the right side of the voting form.
3. Indicate your approval or disapproval by following the instructions on the screen.

In case you need instructions for how to operate your PC/smartphone in order to exercise your voting rights via the Internet, please contact the helpdesk, for which the details are provided below.

Mitsubishi UFJ Trust and Banking Corporation Corporate Agency Division (helpdesk)

Telephone: [phone] (toll free and available from 9:00 a.m. to 9:00 p.m.; within Japan only)

Cautionary matters

1. When exercising voting rights via the Internet, please be aware that the website is not available from 2:30 a.m. to 4:30 a.m. (JST) each day.
2. Exercising voting rights via PC or smartphone may not be possible depending on your Internet usage environment, for example if you use a firewall for your Internet connection, if you have anti-virus software installed, if you use a proxy server, or if you are communicating without TLS encryption.
3. Any fees for accessing the website for exercising voting rights (Internet connection fees, etc.) shall be borne by the shareholder.

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Platform for Exercise of Voting Rights

The Company participates in the Electronic Voting Platform for Institutional Investors managed by ICJ, Inc.

For shareholders registered in the name of a custodian trust bank, etc. (including permanent agents), by making prior application for the said platform's use, it is possible to exercise one's voting rights for the Company's General Meeting of Shareholders using the said platform as a method for exercising one's voting rights by electronic method, separate to the exercising of one's voting rights via the Internet mentioned above.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

The policy of the Company is to continuously and stably distribute dividends, while working to strengthen financial position and the management base through growth investment, R&D investment and capital investment in order to enhance the long-term shareholder's value.

In accordance with the above policy, as the Company reported the profit attributable to shareholders of Hitachi Zosen exceeding that of fiscal year 2022, we hereby propose to increase the dividend per share by 5 yen from the year-end dividend for fiscal year 2022 and pay the year-end dividends as follows, in light of factors such as the Company's future business development.

1. Dividend to be paid by cash
2. Items concerning allocation of dividend property to shareholders and total amount thereof Dividend per share of the Company's common stock: 23 yen
   Total amount: 3,876,008,921 yen
3. Effective date of commencement of payment: June 21, 2024

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Proposal 2: Amendment to the Articles of Incorporation

1. Reason for amendment
2. 1. Proposed amendment to Article 1 of the Articles of Incorporation
      The Company was founded in 1881 as Osaka Iron Works, expanding its business to include shipbuilding, steel structures, plants, and industrial machinery, and changed its trade name to Hitachi Zosen Corporation in 1943. However, with the separation of the shipbuilding operation in 2002 and current global business developments in areas such as decarbonization, resource circulation, and the creation of safe and prosperous community, we have undergone a major transformation.
      In line with this change, to realize our corporate philosophy and to build a new history as a corporate group that takes on the challenge to create a world that lives in balance with nature through the power of technology, the Company proposes to amend Article 1 (Title) of the current Articles of Incorporation to change the trade name from Hitachi Zosen Corporation to Kanadevia Corporation.
      The effective date of the amendment to the Articles of Incorporation will be October 1, 2024, with the establishment of a supplementary provision, which will be deleted after the effective date.
   2. Proposed amendment to Article 3 of the Articles of Incorporation
      To clarify the Company's line of business and in light of its future business developments, the Company proposes to add to and amend the purpose of business in Article 3 (Object) of the current Articles of Incorporation.
3. Details of amendment
   The details of the amendment are as follows:

Comparison table of current provisions and proposed amendment

				(Underlining denotes amendment)
Extracts from current Articles of Incorporation		Proposed amendments
CHAPTER 1 GENERAL PROVISIONS	CHAPTER 1 GENERAL PROVISIONS
Article 1. (Title)			Article 1. (Title)
The name of the Company shall be "Hitachi Zosen	The name of the Company shall be "Kanadevia
Kabushiki Kaisha" which shall be expressed in the	Kabushiki Kaisha" which shall be expressed in the
English language as "Hitachi Zosen Corporation."	English language as "Kanadevia Corporation."
Article 2.	(Omitted)	Article 2.	(Unchanged)
Article 3. (Object)			Article 3. (Object)
The object and purposes of the Company shall be:	The object and purposes of the Company shall be:
1. to engage in the manufacture, purchase and sale,	1. to engage in the design,manufacture, purchase
brokerage, lease and rental, installation, repair,	and sale, brokerage, lease, installation, repair,
dismantle, operation and management of the	dismantle, operation and management, as well
following items, parts thereof and integrated	as the purchase and sale of secondhand goods
facilities related thereto;	and the operation of a secondhand goods market
			based on the Secondhand Goods Business Act,of
			the following items, parts thereof and integrated
			facilities related thereto;
(1) various classes and kinds ofmarine and naval		(Amended and integrated with (8))
vessels.

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	Extracts from current Articles of Incorporation			Proposed amendments
	(2)	various kinds of prime movers including			(Moved to (8))
		internal-combustion engines, turbines and
		boilers; nuclear power equipment and
		apparatus; power-generating equipment and
		various kinds of machinery for ships.
	(3)	various kinds of industrial machinery and			(Amended and moved to (9))
		equipment including steel-making machinery,
		forging and pressing machinery, cement
		machinery, civil engineering and construction
		machinery, conveyance machinery, mining
		machinery, wind-powered and hydraulic
		machinery, electrolyzing equipment,
		dehydrators, parking equipment,robots and
		vehicles; and weapons.
	(4)	various kinds of plants including chemical			(Amended and moved to (2))
		plants, fertilizer plants, oil and gas plants,
		desalination plants, food industry plants and
		paper pulp plants; and machinery and
		equipment related to plants.
	(5)	various kinds of steel structures including			(Amended and moved to (3))
		marine structures, bridges, steel frames, steel
		chimneys, steel towers, steel pipes, floodgates
		and storage tanks.
	(6)	various kinds of equipment for the protection		(1) various kinds of equipment for the protection
		of environment and the prevention of			of environment and the prevention of
		environmental pollution including garbage-			environmental pollution.
		incinerating equipment, industrial waste
		disposal equipment and air pollution control
		equipment.
		(Amended and moved from (4))		(2) various kinds of plants; and machinery and
					equipment related to plants.
		(Amended and moved from (5))		(3) various kinds of steel structures.
	(7)	various water treatment equipment including		(4) various water treatment equipment; and
		systems for water, sewage, water for			equipment related to them.
		industrial use, effluent, and polluted water;
		and equipment related to them.
	(8)	aircraft and space machinery and equipment;		(5) aircraft and space machinery and equipment;
		and machinery and equipment related to			and machinery and equipment related to
		them.			them.
	(9)	information processing systems,		(6) information processing systems,
		communication systems and control systems			communication systems and control systems
		and apparatus related to them.			and apparatus related to them.
	(10)	athletic sports facilities, amusement parks			(Deleted)
		and other recreational facilities, including
		related apparatus;

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	Extracts from current Articles of Incorporation			Proposed amendments
	(11)	equipment for the production, processing and		(7) equipment for the production, processing and
		surface treatment of castings, forgings,			surface treatment of castings, forgings,
		ceramics and various materials including			ceramics and various materials including
		composite materials and civil engineering and			composite materials and civil engineering and
		construction materials;			construction materials;
		(Moved from (2) and integrated with (1))		(8) various kinds of prime movers including
					internal-combustion engines, turbines and
					boilers; nuclear power equipment and
					apparatus; power-generating equipment,
					marine vesselsand various kinds of
					machinery for ships.
		(Amended and moved from (3))		(9) various kinds of industrial machinery and
					equipment including steel-making machinery,
					forging and pressing machinery, cement
					machinery, civil engineering and construction
					machinery, conveyance machinery, mining
					machinery, wind-powered and hydraulic
					machinery, electrolyzing equipment,
					dehydrators, electronic equipment, medical
					equipment, machinery and equipment related
					to food and pharmaceutical manufacturing,
					robots, film manufacturing machinery and
					equipment and equipment related to
					batteries.
	(12)	rubber and resin products and lining products			(Deleted)
2.		(Omitted)	2.		(Unchanged)
3. to engage in the purchase and sale, brokerage,	3. to engage in the purchase and sale, brokerage,
	lease and rentalas well as management and		leaseas well as management and administration
	administration of real estate;		of real estate;
4.		(Omitted)	4.		(Unchanged)
5. to engage in the production of agricultural,	5. to engage in the production of agricultural,
	forestry and marine products through		forestry and marine products and their sale;
	biotechnologyand their sale;
		(New Provisions)	6. to engage in the production of food,
				pharmaceuticals, industrial chemicals and other
				chemical productsand their sale;
6.	to engage in salvage and marine transportation	7.	to engage in the salvage and marine
	business;		transportation business, land transportation
				business, warehousing and harbor cargo
				handling business, travel business, insurance
				agency business, security business and
				temporary staffing business;
7.	to engage in the business related to supply of	8.	To engage in the business related to supply of
	electricity and heat;		electricity, heat and other energy;
		(New Provisions)	9. to engage in the business related to the
				collection, transport, and disposal of various
				kinds of waste

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Extracts from current Articles of Incorporation	Proposed amendments
8. to engage in the business of civil engineering,	10. to engage in the business of civil engineering,
building, carpentry, plastering, scaffolding and	building, carpentry, plastering, scaffolding and
earthwork, masonry, roofing, electrical,	earthwork, masonry, roofing, electrical,
plumbing, tile, brick and block, steel structure,	plumbing, tile, brick and block, steel structure,
reinforcement steel, paving, dredging, sheet	reinforcement steel, paving, dredging, sheet
metal, glazing, painting, waterproofing, interior	metal, glazing, painting, waterproofing, interior
finishing, machine and equipment installation,	finishing, machine and equipment installation,
heat insulation, telecommunication, landscaping	heat insulation, telecommunication, landscaping
and gardening, well drilling, fittings, water and	and gardening, well drilling, fittings, water and
sewerage facilities, fire protection facilities and	sewerage facilities, fire protection facilities,
sanitation facilities;	sanitation facilities and dismantling;
9. to 11.	(Omitted)	11. to 13.	(Unchanged)
Article 4. to 46.	(Omitted)	Article 4. to 46.	(Unchanged)
	(New Provisions)	(Supplementary provision)
		1. Amendments to Article 1 (Title) of the current
		Articles of Incorporation shall be effective from
		October 1, 2024, and this supplementary
		provision shall be deleted upon the effective date.

(Reference)

Regarding the new trade name: Kanadevia

Kanadevia is a coined word combining the Japanese word "kanaderu," meaning to play music in harmony, and the Latin word "via" meaning way or method. The new trade name shows that we respect diversity, just as the many diverse players in an orchestra work in harmony ("kanaderu"). It also shows that we will pioneer a new path ("via"), through continuous technological innovation, to bring the same harmony to human society and the natural world.

The name Kanadevia is derived from the Group's history since its founding, corporate philosophy and brand concept "Taking on the challenge, through the power of technology, to create a world that lives in balance with nature." By sharing the aspirations behind the name with all officers and employees, we will aim to create a society that lives in balance with nature toward a future where everyone can experience joy and happiness. Moreover, by utilizing the blessings of nature, supporting its workings, and preparing against its threats, we will carry people's happiness forward to the next generation.

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Proposal 3: Election of Eight (8) Directors

The term of office of all eight (8) present Directors will expire at the conclusion of this General Meeting of Shareholders.

Accordingly, we propose to elect eight (8) Directors.

The candidates for Directors are as follows:

									Attendance	Tenure as
									Director
								Position and Areas of	at Board of	(at the
No.	Name							Directors	conclusion of
						Responsibility at the Company
								meetings	the General
									(FY 2023)	Meeting of
										Shareholders)
								Representative Director, Chairman
1	Sadao Mino							of the Board and Chief Executive	14/14	9 years
	Reappointed
								Officer
								Representative Director, President
2	Michi Kuwahara		Reappointed		14/14	3 years
			and Chief Operating Officer
								Senior Managing Executive Officer
3	Satoshi Kimura							General Manager of Corporate	―	―
						Planning Headquarters, and
Newly appointed
								Responsible for Safety Dept. and
								Sustainability Promotion Dept.
								Managing Executive Officer
								General Manager of Information
4	Munenobu Hashizume	Newly appointed	―	―
	and Communication Technology
								Promotion Headquarters
5	Tetsuya Shoji		Reappointed		Director	14/14	3 years
		Outside
				Independent
6	Shinoi Sakata		Reappointed			Director	11/11	1 year
		Outside
				Independent
7	Akiko Horiguchi		Reappointed		Director	11/11	1 year
		Outside
				Independent
8	Maki Miyazaki	Newly appointed		―	―	―
		Outside
				Independent

Newly appointed

Reappointed

Outside

Independent

Candidate for newly appointed Director Candidate for reappointed Director Candidate for Outside Director Independent Director

Notes: 1.Attendance at the Board of Directors meetings by Ms. Shinoi Sakata and Ms. Akiko Horiguchi counts only the Board of Directors meetings held after their assuming the office of Director on June 21, 2023.

2. The gender and expertise (skills) of each candidate for Director are provided on page 27.

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