NOTICE OF THE 115TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

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1 (Translation) Dear Shareholders (Securities Code 7004) June 1, 2012 Minoru Furukawa, Chairman and President Hitachi Zosen Corporation 7-89, Nanko-kita 1-chome, Suminoe-ku, Osaka NOTICE OF THE 115TH ORDINARY GENERAL MEETING OF SHAREHOLDERS You are cordially invited to attend the 115th Ordinary General Meeting of Shareholders of Hitachi Zosen Corporation ( ). The meeting shall be held as described below. If you are unable to attend on the day of the meeting, we kindly ask you to review the Reference Documents for the General Meeting of Shareholders (described hereinafter), and exercise your voting rights in writing or electronically (via the Internet, etc.) by 5:00 p.m. on June 21, 2012.(exercise date) [If you exercise your voting rights by voting form] Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form, and return it so that it is delivered by the above-mentioned exercise date. [If you exercise your voting rights via the Internet, etc.] Please access the Internet website ( (available in Japanese only) with login ID and temporary password stated on the enclosed Voting Rights Exercise Form, and follow the online instructions to exercise your vote by the above-mentioned exercise date. 1. Date and Time: June 22, 2012 (Friday), 10:00 a.m. 2. Place: The Ramada Hotel Osaka, 2nd Floor, banquet hall, Oyodo 16-19, Toyosaki3-chome, Kita-ku, Osaka, Japan 3. Purposes Ⅰ.Matters to be Reported: 1. The Business Report and the Financial Statement on a consolidated and non-consolidated basis for the 115th business year (from April 1, 2011 to March 31, 2012) 2. The Audit Reports of the Accounting Auditor and the Board of Corporate Auditors on the Consolidated Financial Statements for the 115th business year Ⅱ.Matters to be Resolved: Proposal 1: Appropriation of Surplus Proposal 2: Election of ten (10) Directors Proposal 3: Election of one (1) Corporate Auditor Proposal 4: Payment of Bonuses to Directors and Corporate Auditors Proposal 5: Grant of Retirement Allowance to Retiring Directors and a Corporate Auditor and Termination of Future Payments due to the Abolition of Retirement Allowance System for Directors and Corporate Auditors Proposal 6: Revision to the Amounts of Remuneration to Directors and Corporate Auditors 1

2 4. Matters Decided for Convocation (1) If the voting rights are exercised multiple times both in writing and via the Internet: The exercise of the voting rights via the Internet will be deemed effective. (2) If the voting rights are exercised multiple times via the Internet: The last exercise of the voting rights will be deemed effective. [Platform for Exercise of Voting Rights] As for shareholders registered in the name of a custodian trust bank, etc. (including permanent agents), it is possible to exercise one s voting rights using a platform managed by ICJ Co., Ltd., established by the Tokyo Stock Exchange, etc., by making prior application for its use as the method for exercising one s voting rights by electronic method at the General Meeting of Shareholders in addition to the exercising of one s voting rights by Internet mentioned above. 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 assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations. 2

3 Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Appropriation of Surplus Our basic policy on distribution of profit is that we provide stable and sustainable dividends based on business results, and enhance retained earnings required for future business development. Retained earnings should be employed for capital and project investment and R&D, aiming to strengthen our business base and expansion of business field. In consideration of the above policy, we hereby propose the year-end dividend for this business year as follows: (i) Dividend to be paid by cash (ii) Amount of dividend: 2 yen per share, Total amount: 1,587,684,758 yen (iii) Effective date of commencement of payment: June 25, 2012 Proposal 2: Election of ten (10) Directors The term of office of all ten (10) present Directors will expire at the close of the General Meeting of Shareholders. Accordingly, we propose to elect ten (10) Directors in total. The candidates for the offices of directors are as follows: Candidate (Position and Areas of Responsibility at, and April 1966 June 1998 June 1999 June 2001 Senior Managing 1 Minoru Furukawa (June 13, 1943) June 2004 Assistant of the President (In charge of Corporate Planning Dept., General Affairs Dept., Human Resources Dept., Accounting & Finance Dept., Procurement Dept., and Subsidiary Administration Dept.), 415,482 President, Chairman of the Board and President, the (current July 1969 Joined the Sanwa Bank Limited. June 1998 Director, the Sanwa Bank Limited. June 1999 Executive Officer, the Sanwa Bank Limited. March 2001 Managing Executive Officer, the Sanwa Bank Limited. April 2001 Managing Executive Officer, UFJ Holdings, Inc. 2 Shunsaku Yahata (June 23, 1945) January 2002 June 2002 Managing Executive Officer, UFJ Bank Limited. Corporate Adviser, Imabashi Real Estate Co., Ltd. 56,028 June 2002 President, Imabashi Real Estate Co., Ltd.. June 2005 Full-time Corporate Auditor, Sojitz Holdings Corporation. October 2005 Full-time Corporate Auditor, Sojitz Corporation June 2009 Affairs Adviser, Sojitz Corporation Vice-Chairman, (current 3

4 Candidate (Position and Areas of Responsibility at, and April 1972 January 1995 April 1996 June 2006 June 2008 Director, Hitachi Zosen Mechanical Corporation President, Hitachi Zosen Mechanical Corporation Responsible for Manufacturing Promotion Dept., Responsible for Manufacturing Promotion Dept., Quality Assurance Dept., Managing (current 3 Hisao Matsuwake (July 16, 1949) Responsible for Machinery & Infrastructure Headquarters, Production Engineering Dept., and 44,875 General Manager of Machinery & Infrastructure Headquarters, April 2011 Responsible for Global Business Promotion Headquarters and General Manager of Global Business Promotion Headquarters, April 1969 June 2001 June 2003 June 2008 Responsible for Production, and responsible for Procurement Headquarters, Business Planning Headquarters, Production Engineering Dept., and General Manager of Procurement Headquarters, (current Director, IMEX Co., Ltd. Managing Director, IMEX Co., Ltd. President, IMEX Co., Ltd. General Manager of Innoshima Works, the Responsible for Quality Assurance Dept., and General Manager of Innoshima Works, the April 2010 Managing (current 4 Seiichiro Tsurisaki (October 22, 1946) April 2010 Responsible for Engineering Headquarters, Procurement Dept., Quality Assurance Dept., 41,449 Architect Supervision Dept., and General Manager of Engineering Headquarters, the April 2011 Responsible for Engineering Headquarters, Procurement Dept., Architect Supervision Dept., Quality Assurance Dept., and General Manager of Engineering Headquarters, Responsible for Engineering Headquarters, Architect Supervision Dept., Quality Assurance Dept., and General Manager of Engineering Headquarters, and General Manager of Plant Engineering & Energy Solutions Division, the (current 4

5 Candidate (Position and Areas of Responsibility at, and April 1973 October 2005 April 2007 Managing Director, Hitz Hi-Technology Corporation Executive Vice-President, Hitz Hi-Technology Corporation Deputy General Manager of Precision Machinery Headquarters, and General Manager of Systematic Machinery Division, April 2010 General Manager of Precision Machinery Headquarters, and General Manager of Chikkou Works, 5 Takashi Tanisho (February 26, 1949) Responsible for Precision Machinery Headquarters, and General Manager of Precision Machinery 61,331 Headquarters, and General Manager of Chikkou Works, April 2011 Responsible for Precision Machinery Headquarters, and General Manager of Precision Machinery Headquarters, and General Manager of Business & Product Development Center, Precision Machinery Headquarters, Managing (current Responsible for Business & Product Development Headquarters, Precision Machinery Headquarters, and General Manager of Business & Product Development Headquarters, (current April 1974 June 2006 General Manager of Accounting & Finance Dept., Responsible for Corporate Planning Dept., Accounting & Finance Dept., Overseas Business Administration Dept., and General Manager of 6 Masayuki Morikata (September 2, 1951) Corporate Planning Dept., Managing (current 45,544 Responsible for Corporate Planning Dept., Accounting & Finance Dept., Overseas Business Administration Dept., (current ( President, Ito Country Club Corporation President, AFC Corporation President, Hitachi Zosen Tourist Corporation 5

6 Candidate (Position and Areas of Responsibility at, and April 1975 December 2005 General Manager of Technical Research Institute, Business & Product Development Center, October 2009 General Manager of Technical Research Institute, Business & Product Development Headquarters, April 2010 General Manager of Business & Product 7 Toru Shimizu (March 10, 1951) Development Headquarters, (current 52,477 Responsible for Business & Product Development Headquarters, and General Manager of Business & Product Development Headquarters, General Manager of Precision Machinery Headquarters, and General Manager of Business & Product Development Center, Precision Machinery Headquarters, (current April 1972 Director, Hitachi Zosen Diesel & Engineering Co., Ltd. President, Hitachi Zosen Diesel & Engineering Co., Ltd. General Manager of Ariake Machinery Works, the General Manager of Diesel Engine & Process Equipment Division, Machinery & Infrastructure Headquarters, and General Manager of Ariake Works, April 2010 Deputy General Manager of Machinery & 8 Kenji Sawada (June 16, 1949) Infrastructure Headquarters, and General Manager of Machinery Division, and General Manager of Ariake Works, 52,119 (current April 2011 Responsible for Machinery & Infrastructure Headquarters, Production Engineering Dept., and General Manager of Machinery & Infrastructure Headquarters, and General Manager of Business & Product Development Center, Machinery & Infrastructure Headquarters, Responsible for Machinery & Infrastructure Headquarters, and General Manager of Machinery & Infrastructure Headquarters, and General Manager of Business & Product Development Center, Machinery & Infrastructure Headquarters, (current 6

7 Candidate * 9 Koji Abo (September 19, 1949) (Position and Areas of Responsibility at, and April 1973 December 2005 General Manager of Legal & Intellectual Property Dept., (current April 2011 Managing (current 102,000 * 10 Wataru Kobashi (January 24, 1952) April 1974 December 2005 General Manager of Plant Sales Dept., Sales Headquarters, General Manager of Plant Sales Dept., Plant Engineering & Energy Solutions Headquarters, General Manager of Sales Unit, Plant Engineering & Energy Solutions Headquarters, October 2009 April 2010 General Manager of Business Planning Dept., (current General Manager of Business Planning Headquarters, (current (Note: An asterisk * indicates the candidates for new Directors.) 25,500 Proposal 3: Election of one (1) Corporate Auditor Mr. Hiromitsu Miyasaka one of the present Corporate Auditor will retire due to resignation at the close of the General Meeting of Shareholders. Accordingly, we propose to elect one (1) Corporate Auditor. The Board of Corporate Auditors has approved this proposal. The candidate for the office of Corporate Auditor is as follows: Masamichi Tokuhira (July 28, 1948) (Position at, and April 1973 June 2001 June 2006 April 2010 General Manager of Accounting & Finance Dept., the Executive Officer, Universal Shipbuilding Corporation Full-time Corporate Auditor, Universal Shipbuilding Corporation President, Universal System & Machinery Co., Ltd. Corporate Adviser, (current (Note: Mr. Masamichi Tokuhira is the candidate for a new Corporate Auditor.) 50,000 Proposal 4: Payment of Bonuses to Directors and Corporate Auditors We propose that the following bonuses be paid to ten (10) Directors and four (4) Corporate Auditors in order to reward their services in this business year. The specific amount of each Director and Corporate Auditor will be decided by the Board of Directors and by the mutual consultation among Corporate Auditors respectively. (i) Bonuses for ten (10) Directors as of the end of this business year: 29.5 million yen (ii) Bonuses for four (4) Corporate Auditors as of the end of this business year: 4.4 million yen (including 1 million yen to two (2) Outside Corporate Auditors) 7

8 Proposal 5: Grant of Retirement Allowance to Retiring Directors and a Corporate Auditor and Termination of Future Payments due to the Abolition of Retirement Allowance System for Directors and Corporate Auditors The following two (2) Directors and one (1) Corporate Auditor will retire at the close of the General Meeting of Shareholders. In recognition of their services provided during their tenure, we propose that appropriate retirement allowances, calculated in accordance with the corporate rules, be granted to them, and specific amount, timing and method of such payments be decided by the Board of Directors and by the mutual consultation of Corporate Auditors respectively. The retiring Directors and Corporate Auditor are as follows: Koichiro Anzai June 2006 April 2010 Managing Senior Managing Executive Vice-President, (current Akifumi Mitani June 2006 Managing (current Hiromitsu Miyasaka June 2003 Full-time Corporate Auditor, June 2011 Corporate Auditor, (current To review the remuneration system for Directors and Corporate Auditors, we decided to abolish the retirement allowance system for Directors and Corporate Auditors at the close of the General Meeting of Shareholders. According to the abolishment, we will pay retirement allowances accrued for the eight (8) Directors reappointed (Minoru Furukawa, Shunsaku Yahata, Hisao Matsuwake, Seiichiro Tsurisaki, Takashi Tanisho, Masayuki Morikata, Toru Shimizu, Kenji Sawada), in case the Proposal 2 is approved as proposed, and for the three (3) Corporate Auditors (Motohiro Fujii, Sakae Kanno, Junnosuke Ban), in recognition of their services provided until the close of the General Meeting of Shareholders. The amounts will be calculated in accordance with the corporate rules, and such retirement allowance will be paid to each at the time of his retirement. We also propose that specific amounts of such retirement allowance, method of payment and so on be decided by the Board of Directors and by the mutual consultation of Corporate Auditors respectively. The Directors and Corporate Auditor corresponding above are as follows: Minoru Furukawa June 1998 June 1999 June 2001 Senior Managing President, Chairman of the Board and President, (current Shunsaku Yahata Vice-Chairman, (current Hisao Matsuwake June 2006 Managing (current Seiichiro Tsurisaki June 2008 April 2010 Managing (current Takashi Tanisho Managing (current Masayuki Morikata Managing (current Toru Shimizu (current Kenji Sawada (current Motohiro Fujii Full-time Corporate Auditor, (current Sakae Kanno June 2005 Corporate Auditor, (current Junnosuke Ban June 2006 Corporate Auditor, (current 8

9 Under the corporate rules, the retirement allowance should be computed only for the tenure when dividends are paid. In case this proposal is approved as proposed, the aggregate amount of the retirement allowances to be paid will be within 290 million yen for Directors and within 27 million yen for Corporate Auditors respectively. Proposal 6: Revision to the Amounts of Remuneration to Directors and Corporate Auditors The aggregate amount of monthly remuneration to Directors and Corporate Auditors were determined to be within 30 million yen and 7 million yen at the 103rd General Meeting of Shareholders held on June 29, 2000 and at the 96th General Meeting of Shareholders held on June 29, 1993 respectively. At the close of the General Meeting of Shareholders, in addition to the abolishment of the retirement allowance system, we decided to integrate the fixed remuneration with bonuses into the annual remuneration for Directors, and the amount of such bonuses should be varied depending on the business results, in order to stimulate management s enthusiasm in contributing to improvements in business results. Regarding the remuneration of Corporate Auditors, we decided to abolish bonuses system, so their remuneration is only the fixed remuneration, in order to ensure their independence. In consideration of economic changes and the above determination for the remuneration system, we propose that the aggregate amount of the remuneration fixed on monthly basis to Directors and Corporate Auditors be revised on a yearly basis within 550 million yen and within 100 million yen respectively. Remuneration to Directors does not include salaries for their service as an employee. The present number of Directors are ten (10) and Corporate Auditors are four (4), of which two (2) are Outside Corporate Auditors. In case Proposal 2 and 3 are approved as proposed, the number of Directors and Corporate Auditors of will remain the same. (End) 9