Maxell : Announcement on formation of consortium through joint investment in Hitachi Vehicle Energy, Ltd. and related matters

FOR IMMEDIATE RELEASE

Company Name: Representative:

Maxell Holdings, Ltd.

President and Representative DirectorYoshiharu KatsutaCode Number: Contact:

6810, the 1st section of Tokyo Stock Exchange

TEL [phone]

Company Name: Representative:

INCJ, Ltd.

President and COO

Contact:Mikihide Katsumata TEL [phone]

Announcement on formation of consortium through joint investment in Hitachi Vehicle Energy, Ltd.

by INCJ, Ltd., Maxell Holdings, Ltd. and Hitachi Automotive Systems, Ltd.,

and on conclusion of Basic Agreement and Share Purchase Agreement for acquiring shares in Hitachi Vehicle Energy, Ltd.

by INCJ, Ltd. and Maxell Holdings, Ltd.

Tokyo, December 25, 2018－INCJ, Ltd. (hereinafter "INCJ"), Maxell Holdings, Ltd. (hereinafter "Maxell", TSE: 6810) and Hitachi Automotive Systems, Ltd. (hereinafter "Hitachi Automotive Systems", and INCJ, Maxell and Hitachi Automotive Systems hereinafter collectively referred to as "the Joint Investors") have concluded the Basic Agreement to form a consortium through joint investment in Hitachi Vehicle Energy, Ltd. (hereinafter "Hitachi Vehicle Energy").

Besides that, (i) INCJ and Maxell purchase all of the common shares in Hitachi Vehicle Energy owned by Hitachi, Ltd. (hereinafter "Hitachi"). (ii) INCJ and Maxell have also come to an agreement about underwriting new shares in Hitachi Vehicle Energy; new common shares for INCJ and new class shares for Maxell, in order to provide the financial resource required for its business development. (iii) Hitachi Automotive Systems has agreed with Hitachi Vehicle Energy on underwriting new common shares in Hitachi Vehicle Energy through an absorption-type split where parts of its Battery Management Systems (hereinafter "BMS") business are transferred to HitachiVehicle Energy (hereinafter (i),(ii) and (iii) collectively referred to as "the Transactions").

The Joint Investors are determined to support Hitachi Vehicle Energy to enhance the enterprise value.

1. Parties of the Transactions

INCJ was established in September 2018 via company split from Innovation Network Corporation of Japan. Innovation Network Corporation of Japan was engaged in creating key industries for the prosperity of Japanese future generations via international investment activities over the existing industry boundaries. INCJ continuously aims to increase Japanese national wealth, taking over the accumulated knowledge about business management and the broad corporate connections obtained through a diverse range of investments and open innovations.

Maxell sets "Automotive", "Home Life & Infrastructure" and "Health & Beauty Care" as the three key growth areas, and is currently rebuilding business portfolio and enhancing profitability to expand its business. Maxell, thus, has been searching for opportunities to newly start automotive lithium-ion battery (hereinafter "LIB") business by taking advantage of engineering and electrode technologies cultivated through the consumer-use LIB business that enable Maxell to produce safer and higher quality batteries. Due to the effects of stricter environmental regulations in the world, hybrid and electric vehicles are expected to become more common, and Maxell consequently has faced a sudden increase in demand for automotive LIBs, one of the most important parts of them, and has high hopes for market growth. Maxell has also actively been carrying out development on next-generation batteries, participating in research projects in collaboration with New Energy and Industrial Technology Development Organization and universities, so as to develop core technologies of all-solid LIBs and other types of innovative batteries that surpass the performance of current LIBs.

Hitachi Automotive Systems was established in July 2009 via company split from Hitachi. Hitachi Group has a long history of automotive systems business, and has improved automotive technologies and fostered relationship with leading automakers as a tier 1 supplier ever since the Group succeeded in domestic production of the electric parts in 1930. Driven by a stronger demand for a sustainable environment, increased traffic security, electrification and autonomous driving, the company is presently focusing on electrification-related products such as hybrid systems and electric control units, aiming to be a partner for automakers who's able to support their manufacturing of future automobiles with cutting edge technologies.

Note: Tier 1 suppliers are the companies that supply parts or systems directly to automakers.

Hitachi Vehicle Energy, the company whereby the consortium is to be formed, has mainly supplied hybrid automotive LIBs and has built strong ties with global automakers such as General Motors Co., Nissan Motor Co., Ltd., Suzuki Motor Corporation, and Isuzu Motors Limited since the foundation in 2004 through the close cooperation with Hitachi Automotive Systems. Hitachi Vehicle Energy is one of a few manufacturers that have ever provided the hybrid automotive LIBs with mass-produced automobiles, and an essential part for automotive batteries in terms of safety, the BMS businesses, is supposed to be partially transferred to the company through the absorption-type split. Additionally, Hitachi Vehicle Energy has already been nominated as an official partner by some of the top makers such as Nissan Motor Co., Ltd., Renault S.A., and Ford Motor Company dealing with their future production increase of hybrid vehicles.

2. Background and purpose of the Transactions

While Japanese battery manufacturers have successfully gained advanced technologies in automotive LIB market, the competition is getting more intense with the emergence of overseas companies. Under the situation, the Joint Investors are convinced that there has to be a hub to secure and empower the competitive advantage where Japan-owned technologies can be gathered, and have discussed a concept called Japan Battery System (hereinafter "JBS "). The theme of JBS is to form a co-invention consortium and to fundamentally strengthen the Japanese battery industry through development and commercialization of next-generation technologies. Therefore, based on JBS, the Joint Investors reached an agreement on becoming new shareholders of Hitachi Vehicle Energy and on jointly running the company.

Because the prevalence of electric vehicles is said to take time, the Joint Investors assume a demand of hybrid vehicles is likely to grow up in a medium term. Hitachi Vehicle Energy has acquired new business awards from top automakers such as Nissan Motor Co., Ltd., Renault S.A., and Ford Motor Company. The hybrid automotive LIB market not only has a high entry barrier because of necessity of high integrating skills with power train systems, but the number of manufactures are limited that could have succeeded in mass-production of the products. Taking these reasons into consideration, Hitachi Vehicle Energy, a hybrid automotive LIB supplier, is likely to expand its business. Maxell, having safe and quality battery technologies, is mainly in charge of business operation and INCJ, having the knowledge and the connections, is responsible for supervision, which will enable Hitachi Vehicle Energy to build stronger relationship with top automakers and to evolve next-generation battery technologies that'll lead a Japanese battery industry.

3.

Profile of Hitachi Vehicle Energy

(1)Name	Hitachi Vehicle Energy, Ltd.
(2)Address	1410 Inada Hitachinaka-shi Ibaraki, Japan
(3)Representative	Shoji Saibara, President
(4)Description of Business	Marketing and development and manufacturing of lithium-ion battery for Hybrid-Electric
(5)Capital	7,500 million yen
(6)Date of Establishment	July 1, 2004
(7)Major Shareholders and Holding Ratio	Hitachi, Ltd. 100%
(8)Relation between Maxell and the Party	Capital Relation	There is no capital relation.
	Human Relation	Maxell dispatches the representative and seconds employees.
	Business Relation	There is no important business relation that should be disclosed.

Note: The financial results and financial position are not shown because Hitachi Vehicle Energy is a privately held company, and it

is requested to make them undisclosed.

4. Profile of Hitachi, the shares seller

(1)Name	Hitachi, Ltd.
(2)Address	6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan
(3)Representative	Toshiaki Higashihara, Representative Executive Officer, President and CEO
(4)Description of Business	Manufacturing and sales of products and providing services in the segments of Information & Telecommunication Systems, Social Infrastructure & Industrial Systems and Electronic Systems & Equipment
(5)Capital	458,790 million yen
(6)Date of Establishment	February 1, 1920
(7)Net Assets	4,511,671 million yen (IFRS-based)
(8)Total Assets	10,106,603 million yen (IFRS-based)
(9)Major Shareholders and Holding Ratio (As of March 31, 2018)	The Master Trust Bank of Japan, Ltd. (Trust Account) 6.53% Japan Trustee Services Bank, Ltd. (Trust Account) 5.99% Hitachi Employees' Shareholding Association 2.07%

Nippon Life Insurance Company 1.93% Japan Trustee Services Bank, Ltd. (Trust Account 9) 1.92% State Street Bank West Client-Treaty 505234 1.92% Japan Trustee Services Bank, Ltd. (Trust Account 5) 1.90% The Dai-ichi Life Insurance Company, Ltd. 1.48% Japan Trustee Services Bank, Ltd. (Trust Account 7) 1.47% Japan Trustee Services Bank, Ltd. (Trust Account 1) 1.41%
(10)Relation between Maxell and Hitachi	Capital Relation	Hitachi holds 3.03% of Maxell's issued shares excluding treasury shares.
	Human Relation	Maxell and Hitachi Group dispatch employees and accept seconded employees with each other.
	Business Relation	Maxell has business relation through sales of products to and purchases of raw materials from Hitachi Group.

5.

Profiles of the Joint Investors A) Maxell

(1)Name	Maxell Holdings, Ltd.
(2)Address	2-16-2, Konan, Minato-ku, Tokyo, Japan
(3)Representative	Yoshihiro Senzai, Chairman and Representative Director Yoshiharu Katsuta, President and Representative Director
(4)Description of Business	Building of group business strategy and management control of operational companies
(5)Capital	12,203 million yen
(6)Date of Establishment	September 1960

B)INCJ

(1)Name	INCJ, Ltd.
(2)Address	1-4-1, Marunouchi, Chiyoda-ku, Tokyo, Japan
(3)Representative	Toshiyuki Shiga, Chairman and CEO Member of the Board Mikihide Katsumata, President and COO Member of the Board
(4)Description of Business	Supportive activities for specific business under the similar framework based on the Industrial Competitiveness Enhancement Act
(5)Capital	500 million yen