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Renesas Electronics Announces Partial Correction and Update on “Renesas Electronics Announces Share Issue through Third-Party Allotment, and Change in Major Shareholders, Largest Shareholder who is a Major Shareholder, Parent Company and Other Related Companies”

TOKYO, Japan, September 30, 2013 — With regard to the “Renesas Electronics Announces Share Issue through Third-Party Allotment, and Change in Major Shareholders, Largest Shareholder who is a Major Shareholder, Parent Company and Other Related Companies,” news release issued by Renesas Electronics Corporation (TSE:6723) on December 10, 2012, as detailed in “Notice Regarding Completion of Payment for Issue of New Shares through Third-Party Allotment,” announced separately on September 30, 2013 today, the payment procedure has been completed and new shares in Renesas were issued today, resulting in changes in the major shareholders, the largest shareholder who is a major shareholder, parent company and other related companies, and partial corrections have been made to the above announcement, as detailed below.

1. Process Leading to Corrections

With the allotment of third-party shares, Innovation Network Corporation of Japan now possesses 69.16 percent of the voting rights in Renesas, becoming the new largest shareholder who is a major shareholder and the non-parental controlling shareholder. On the other hand, Renesas announced on December 10, 2012 in the news release “Renesas Electronics Announces Share Issue through Third-Party Allotment, and Change in Major Shareholders, Largest Shareholder who is a Major Shareholder, Parent Company and Other Related Companies,” that Innovation Network Corporation of Japan would become the parent company of Renesas. However, following subsequent consideration resulting in the conclusion that Innovation Network Corporation of Japan aims to promote investment, that it is obtaining shares in Renesas in order to realize capital gains, etc., it was determined that the role of Innovation Network Corporation of Japan does not correspond to that of parent company of Renesas.

As a result of the third-party share allotment, Hitachi, Ltd., Mitsubishi Electric Corporation, and NEC Corporation, previously categorized as both “major shareholders of Renesas Electronics” and “other related companies,” are no longer classified as such.

2. Outline of changed shareholders

(1) Outline of the company which has become the major shareholder who is the largest shareholder, and the non-parental controlling shareholder
(1) Name Innovation Network Corporation of Japan (INCJ)
(2) Location 1-4-1, Marunouchi, Chiyoda-ku Tokyo 100-0005, Japan
(3) Name and title of representative Kimikazu Noumi, CEO
(4) Main Business Support of specific business activities as specified under the Act on Special Measures for Industrial Revitalization
(5) Amount of capital 140,005 million yen
(6) Established July 17, 2009
(7) Net asset 262,815 million yen (As of March 31, 2013)
(8) Total asset 475,349 million yen (As of March 31, 2013)
(9) Major shareholders and percentage of shares held (As of March 31, 2013)
Minister of Finance 95.00%
Development Bank of Japan Inc. 0.36%
Asahi Kasei Corp. 0.18%
Osaka Gas Co., Ltd. 0.18%
Canon Inc. 0.18%
Sharp Corporation 0.18%
The Shoko Chukin Bank, Ltd. 0.18%
Sumitomo Chemical Co., Ltd. 0.18%
Sumitomo Corporation 0.18%
Sumitomo Electric Industries, Ltd. 0.18%
Sony Corporation 0.18%
Takeda Pharmaceutical Company Limited 0.18%
Tokyo Electric Power Company, Incorporated 0.18%
Toshiba Corporation 0.18%
Toyota Motor Corporation 0.18%
JGC Corporation 0.18%
Panasonic Corporation 0.18%
East Japan Railway Company 0.18%
Hitachi, Ltd. 0.18%
Marubeni Corporation 0.18%
Mizuho Corporate Bank, Ltd. 0.18%
Sumitomo Mitsui Banking Corporation 0.18%
Mitsubishi Chemical Holdings Corporation 0.18%
Mitsubishi Heavy Industries, Ltd. 0.18%
Mitsubishi Corporation 0.18%
Bank of Tokyo-Mitsubishi UFJ.,Ltd. 0.18%
GE Japan 0.18%
JX Nippon Oil & Energy Corporation 0.18%
(10) Relationship between the Company and INCJ
Capital relationship INCJ owns 1,152,917,000 common shares of the Company and is the controlling shareholder. (Ratio of shareholding 69.16%)
Personal relationship There are no notable personal relationships between the Company and INCJ. Furthermore, there are no notable personal relationships between affiliates and affiliated companies of the Company and affiliates and affiliated companies of INCJ.
Business relationship There is no notable business relationship between the Company and INCJ. Furthermore, there are no notable business relationships between affiliates and affiliated companies of the Company and affiliates and affiliated companies of INCJ.
(2) Outline of the company ceased to be a major shareholder and other related company
(1) Name Hitachi, Ltd.
(2) Location 6-6, Marunouchi 1-chome, Chiyoda-ku
Tokyo, Japan
(3) Name and title of representative Hiroaki Nakanishi, President, Representative Executive Officer, and Director:
(4) Main Business Development, manufacture, sales and servicing of information & telecommunications systems, power systems, social & industrial systems, electronic systems & equipment, construction machinery, high functional materials, automotive systems, digital media consumer goods, financial services and others
(5) Amount of capital 458,790 million yen (As of March 31, 2013)
(6) Established February 1, 1920
(7) Consolidated Net Assets 3,179,287 million yen (As of March 31, 2013)
(8) Consolidated Total Assets 9,809,230 million yen (As of March 31, 2013)
(9) Major shareholders and percentage of shares held (As of March 31, 2013)
The Master Trust Bank of Japan, Ltd (Trust Account) 6.52%
Japan Trustee Services Bank (Trust Account) 5.77%
SSBT OD05 OMNIBUS ACCOUNT - TREATY CLIENTS (Standing proxy: The Hong Kong and Shanghai Banking Corporation Limited) 2.58%
Hitachi Group Employees' Shareholding Association 2.57%
State Street Bank and Trust Company 505224 (Standing proxy: Mizuho Corporate Bank, Ltd.) 2.18%
Nippon Life Insurance Company 2.03%
Japan Trustee Services Bank, Ltd. (Trust Account 9) 2.03%
The Chase Manhattan Bank NA, London SL Omnibus Account (Standing proxy: Mizuho Corporate Bank,Ltd.) 1.93%
State Street Bank and Trust Company 505225 (Standing proxy: Mizuho Corporate Bank, Ltd.) 1.49%
The Dai-Ichi Life Insurance Company, Limited 1.48%
(10) Relationship between the listed issuer and the shareholder Capital relationship The shareholder holds 127,725,748 common shares in the Company (ratio of shareholding 7.66%)
Personal relationship Two employees of this shareholder are seconded to the Company as of August 2013
Business relationship The Company outsources the design, etc., of semiconductor products to this company.
(1) Name Mitsubishi Electric Corporation
(2) Location 2-7-3 Marunouchi, Chiyoda-ku, Tokyo, Japan
(3) Name and title of representative Kenichiro Yamanishi, Representative Executive Officer President & CEO
(4) Main Business Development, manufacture, sales and servicing of electric systems, industrial mechatronics, information and communication systems, electronic devices, home appliances and others.
(5) Amount of capital 175,820 million yen (As of March 31, 2013)
(6) Established January 15, 1921
(7) Consolidated Net Assets 1,366,991 million yen (As of March 31, 2013)
(8) Consolidated Total Assets 3,410,410 million yen (As of March 31, 2013)
(9) Major shareholders and percentage of shares held (As of March 31, 2013)
The Master Trust Bank of Japan, Ltd (Trust Account) 7.49%
State Street Bank and Trust Company (Standing proxy: Hong Kong Shanghai Bank Tokyo Branch) 5.45%
Japan Trustee Services Bank, Ltd. (Trust Account) 4.77%
Meiji Yasuda Life Insurance Company 3.81%
Nippon Life Insurance Company 3.37%
Mitsubishi Electric Group Employees Shareholding Union 2.44%
SSBT OD05 OMNIBUS ACCOUNT-TREATY CLIENTS (Standing proxy: The Hong Kong and Shanghai Banking Corporation Limited, Tokyo Branch) 2.24%
The Bank of Tokyo-Mitsubishi UFJ, Ltd. 1.71%
Japan Trustee Services Bank, Ltd. (Trust Account 4) 1.55%
The Chase Manhattan Bank NA, London SL Omnibus Account (Standing proxy: Settlement & Clearing Services Division of Mizuho Corporate Bank, Ltd.) 1.51%
(10) Relationship between the listed issuer and the shareholder Capital relationship The shareholder holds 104,502,885 common shares in the Company (ratio of shareholding 6.27%)
Personal relationship There are no notable personal relationships between the Company and the shareholder. Furthermore, there are no notable personal relationships between affiliates and affiliated companies of the Company and affiliates and affiliated companies of the shareholder.
Business relationship The Company outsources the production, etc., of semiconductor products to this company.
(1) Name NEC Corporation
(2) Location 5-7-1, Shiba, Minato-ku, Tokyo, Japan
(3) Name and title of representative Nobuhiro Endo, President
(4) Main Business Planning, development, manufacture, sales and servicing in IT solutions business, carrier network business, social infrastructure business and personal solutions business.
(5) Amount of capital 397,199 million yen (As of March 31, 2013)
(6) Established July 17, 1899
(7) Consolidated Net Assets 836,147 million yen (As of March 31, 2013)
(8) Consolidated Total Assets 2,580,966 million yen (As of March 31, 2013)
(9) Major shareholders and percentage of shares held (As of March 31, 2013)
The Master Trust Bank of Japan, Ltd (Trust Account) 4.37%
Japan Trustee Services Bank, Ltd. (Trust Account) 4.12%
SSBT OD05 OMNIBUS ACCOUNT-TREATY CLIENTS (Standing proxy: The Hong Kong and Shanghai Banking Corporation Limited, Tokyo Branch) 3.09%
NEC Corporation Employee Stock Ownership Plan 2.03%
Nippon Life Insurance Company 1.61%
SUMITOMO LIFE INSURANCE COMPANY 1.57%
Japan Trustee Services Bank, Ltd.
(Trust Account 9)
1.54%
Japan Trustee Services Bank, Ltd.
(Trust Account 4)
1.17%
STATE STREET BANK AND TRUST COMPANY 505225 (Standing proxy: Settlement & Clearing Services Division of Mizuho Corporate Bank, Ltd.) 1.00%
Japan Trustee Services Bank, Ltd.
(Trust Account 1)
0.91%
(10) Relationship between the listed issuer and the shareholder Capital relationship The shareholder holds 12,595,857 common shares in the Company (0.76% of total shares outstanding). It also has 135,300,000 common shares in the Company placed in an employee pension trust, for which it retains control of voting rights. The effective percentage of total voting rights held by the shareholder is therefore 8.87%.
Personal relationship One employee of this shareholder is seconded to the Company as of August 2013.
Business relationship The Company outsources the operation and maintenance, etc., of information systems to this company.
(3) Number of shares held by shareholder (the number of voting rights) and the ratio of total voting rights before and after the change
(i) Innovation Network Corporation of Japan
Category Number of voting rights (ratio of voting rights held)
Directly held Aggregate Total
Before change
After change Non-Parental Controlling Shareholder 11,529,170
(69.16%)
0
(0.00%)
11,529,170
(69.16%)
(ii) Hitachi, Ltd.
Category Number of voting rights (ratio of voting rights held)
Directly held Aggregate Total
Before change Other related company 1,277,257
(30.62%)
0
(0.00%)
1,277,257
(30.62%)
After change 1,277,257
(7.66%)
0
(0.00%)
1,277,257
(7.66%)
(iii) Mitsubishi Electric Corporation
Category Number of voting rights (ratio of voting rights held)
Directly held Aggregate Total
Before change Other related company 1,045,028
(25.05%)
0
(0.0%)
1,045,028
(25.05%)
After change 1,045,028
(6.27%)
0
(0.00%)
1,045,028
(6.27%)
(iv) NEC Corporation
Category Number of voting rights (ratio of voting rights held)
Directly held Aggregate Directly held
Before change Other related company 125,958
(3.02%)
1,353,000
(32.44%)
1,478,958
(35.46%)
After change 125,958
(0.76%)
1,353,000
(8.12%)
1,478,958
(8.87%)

Note) The 135,300,000 shares held by Japan Trustee Services Bank, Ltd. (Re-trust of Sumitomo Trust & Banking Co., Ltd./NEC Corporation pension and severance payments Trust Account) are part of the shares in the Company that are held by the pension and severance trust of NEC Corporation. Control of the exercise of voting rights with regard to these shares is held by NEC Corporation. Including voting rights of 125,958 directly held by NEC Corporation, the effective total number of voting rights in the Company held by NEC Corporation is 1,478,958.

Note) Number of shares without voting rights that have been deducted from total shares issued and outstanding: 9,090 shares
Total shares issued and outstanding as of March 31, 2013: 417,124,490 shares

(4) Date of Changes

: September 30, 2013

(5) Financial Outlook

The changes do not have impact on Renesas' consolidated financial results.

About Renesas Electronics Corporation

Renesas Electronics Corporation (TSE: 6723), the world's number one supplier of microcontrollers, is a premier supplier of advanced semiconductor solutions including microcontrollers, SoC solutions and a broad range of analog and power devices. Business operations began as Renesas Electronics in April 2010 through the integration of NEC Electronics Corporation (TSE:6723) and Renesas Technology Corp., with operations spanning research, development, design and manufacturing for a wide range of applications. Headquartered in Japan, Renesas Electronics has subsidiaries in approximately 20 countries worldwide. More information can be found at www.renesas.com.


The content in the press release, including, but not limited to, product prices and specifications, is based on the information as of the date indicated on the document, but may be subject to change without prior notice.

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