Company Announcements

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

Hitachi Capital (UK) PLC

(incorporated with limited liability in England and Wales)

and

Hitachi Capital America Corp.

(incorporated with limited liability in the State of Delaware)

with respect to
each applicable series of debt securities listed in Schedule 1 to this Notice
(each a "Series", each Series issued by HCUK, the "HCUK Notes", each Series issued by HCA, the "HCA Notes" and together, the "Notes")

of
Hitachi Capital (UK) PLC ("HCUK") or Hitachi Capital America Corp. ("HCA" and, together with HCUK, the "Issuers" and each an "Issuer")

and guaranteed by
Hitachi Capital Corporation ("HC" or the "Guarantor")

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that:

(a)           a meeting of the holders of all the Series of the HCUK Notes convened by HCUK will be held at 10.00 a.m. (London Time) on 11 December 2020 for the purpose of considering and, if thought fit, passing the resolution set out below, which will be proposed as an Extraordinary Resolution at the meeting in accordance with the provisions of the conditions and the agency agreement dated 12 August 2013, the agency agreement dated 11 August 2015, the agency agreement dated 11 August 2016 or the agency agreement dated 8 August 2018, as applicable (the "Agency Agreement"), made between the Issuers, Hitachi Capital Corporation (the "Guarantor") and HSBC Bank plc as principal paying agent (the "Principal Paying Agent") and registrar (the "Registrar"); and

(b)           a meeting of the holders of all the Series of the HCA Notes (together with the holders of all the Series of the HCUK Notes, the "Holders") convened by HCA will be held at 10.05 a.m. (London Time) on 11 December 2020 for the purpose of considering and, if thought fit, passing the resolution set out below, which will be proposed as an Extraordinary Resolution at the meeting in accordance with the provisions of the conditions and the Agency Agreement made between the Issuers, the Guarantor, the Principal Paying Agent and the Registrar,

(each a "Meeting" and, together, the "Meetings"). The Meetings are to be held via teleconference in light of the ongoing COVID-19 pandemic and in order to maintain social distancing and avoid non-essential travel. Pursuant to the terms of the Agency Agreement, each Issuer will convene a single meeting of Holders of its Notes to consider the Extraordinary Resolution in respect of all Series of Notes of such Issuer, which if passed, will approve the Proposals (as defined below) in respect of each Series of Notes of such Issuer.

Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the Agency Agreement, the terms and conditions of the Notes of the relevant Series (the "Conditions") or the Extraordinary Resolution, as applicable.

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders (the "Holders") of the presently outstanding Notes of [Hitachi Capital (UK) PLC]/[Hitachi Capital America Corp.] (the "Issuer"), issued with the benefit of the agency agreement dated 12 August 2013, the agency agreement dated 11 August 2015, the agency agreement dated 11 August 2016 or the agency agreement dated 8 August 2018, as applicable (together referred to herein as the "Agency Agreement") and made between the Issuers, Hitachi Capital Corporation (the "Guarantor") and HSBC Bank plc as principal paying agent and registrar (in each case, subject to paragraph 7 of this Extraordinary Resolution):

1.            assents to the effects of the merger, consolidation, amalgamation or business integration (howsoever described) between the Guarantor and Mitsubishi UFJ Lease & Finance Company Limited (which is expected to be named Mitsubishi HC Capital Inc. following the Effective Date) (the "New Guarantor"), as described in the announcement issued by the Guarantor and the New Guarantor on 24 September 2020 entitled "Notice concerning Conclusion of Agreement on Business Integration through Merger between Mitsubishi UFJ Lease and Hitachi Capital" (provided that such merger, consolidation, amalgamation or business integration is implemented and becomes effective by no later than 31 December 2021) (the "Merger") on the terms and conditions of the Notes in accordance with the following provisions of this Extraordinary Resolution;

2.            assents to the New Guarantor assuming the rights and obligations of the Guarantor with effect from the Effective Date, the Guarantor ceasing to exist with effect from the Effective Date and, with effect from the Effective Date, any reference to the "Guarantor" or the "Guarantee" in the terms and conditions of the Notes will be construed accordingly;

3.            assents to and sanctions, approves, authorises, directs, requests and empowers the modification of the terms and conditions of the Notes as set out in underline below:

"9.           Events of Default and Enforcement relating to Notes

If any one or more of the following events (each an "Event of Default") shall have occurred, namely:

…

(j)             in the case of Notes issued by HCUK and HCA, a resolution is passed or an order of a court of competent jurisdiction is made that the Guarantor be wound up or dissolved otherwise than for the purposes of or pursuant to and followed by either (i) the Merger, or (ii) a consolidation, amalgamation, merger or reconstruction the terms of which have previously been approved by an Extraordinary Resolution of the Noteholders;

…

(m)           in the case of Notes issued by HCUK and HCA, the Guarantor (i) stops payment (within the meaning of Japanese or any other applicable bankruptcy law) or (ii) (otherwise than for the purposes of either (i) the Merger or (ii) such a consolidation, amalgamation, merger or reconstruction as is referred to in paragraph (j)) ceases or through an official action of the Board of Directors of the Guarantor threatens to cease to carry on business or (iii) is unable to pay its debts as and when they fall due;

(n)            proceedings shall have been initiated against (in the case of Notes issued by HC) the Issuer or (in the case of Notes issued by HCUK and HCA) the Guarantor under any applicable bankruptcy, reorganisation or insolvency law and such proceedings have not been discharged or stayed within a period of 60 days (other than, in the case of Notes issued by HCUK and HCA, in respect of proceedings against the Guarantor under any applicable reorganisation law for the purposes of the Merger);

(o)            in the case of Notes issued by HCUK and HCA, the Guarantor shall initiate or consent to proceedings relating to itself under any applicable bankruptcy, reorganisation or insolvency law or make an assignment for the benefit of its creditors generally (other than in respect of proceedings under any applicable reorganisation law for the purposes of the Merger);

…

For the purpose of this Condition 9, "Merger" means the proposal and implementation of a merger, consolidation, amalgamation or business integration (howsoever described) between the Guarantor and Mitsubishi UFJ Lease & Finance Company Limited (which is expected to be named Mitsubishi HC Capital Inc. following the Effective Date) ("MUL"), as described in the announcement issued by the Guarantor and MUL on 24 September 2020 entitled "Notice concerning Conclusion of Agreement on Business Integration through Merger between Mitsubishi UFJ Lease and Hitachi Capital" (provided that such merger, consolidation, amalgamation or business integration is implemented and becomes effective (such that MUL becomes the Guarantor in respect of any Notes issued by HCA or HCUK) by no later than 31 December 2021).";

4.            authorises, directs, requests and empowers:

(a)           the New Guarantor to execute the New Guarantee to effect the modifications referred to in paragraph 2 of this Extraordinary Resolution, in the form or substantially in the form of the draft produced to this Meeting and, with effect from the Effective Date, any reference to the "Guarantee" in the terms and conditions of the Notes will be construed accordingly; and

(b)           the Guarantor and the New Guarantor to execute and to do all such deeds, instruments, acts and things as may be necessary, desirable or expedient in their sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications and arrangements referred to in this Extraordinary Resolution;

5.            [(in respect of HCA Notes only) assents to and sanctions, approves, authorises, directs, requests and empowers the modification of the terms and conditions of the Notes to include the following as a new Condition 15 (with the other remaining Conditions of the Notes to be renumbered accordingly):

"15.         Substitution of Issuer

In respect of Notes issued by HCA, each of the Guarantor and any of its Subsidiaries (each a "Substitute Obligor") may, without the consent of the holders of any such Notes, Receipts or Coupons, assume the obligations of the Issuer (or any previous Substitute Obligor) under and in respect of any Notes upon and subject to:

(A)           the execution of a deed poll (the "Deed Poll") by the Substitute Obligor and the Guarantor in a form which gives full effect to such assumption and which includes (without limitation):

(i)            a covenant by the Substitute Obligor in favour of the holders of the Notes to be bound by these Conditions, the Notes, the Receipts, the Coupons, the Deed of Covenant and the Agency Agreement, with any consequential amendments, as if it had been named herein and therein as the principal debtor in place of the Issuer, and such other deeds, documents and instruments (if any) in order for the substitution to be fully effective and for the Substitute Obligor to be bound by all of the Issuer's obligations;

(ii)           a warranty and representation (1) that the Substituted Obligor has obtained all necessary governmental and regulatory approvals and consents necessary for such substitution and for the performance by the Substituted Obligor of its obligations under the Deed Poll and under any other documents required to give full effect to the substitution, (2) that all such approvals and consents are in full force and effect, and (3) that the obligations assumed by the Substituted Obligor are valid and binding in accordance with their respective terms and enforceable by each Noteholder; and

(iii)          an acknowledgment of the right of all Noteholders to the production of the Deed Poll;

(B)           the execution of a deed of guarantee (the "Substitute Guarantee" hereinafter for the purpose of this Condition 15 only) by the Guarantor on substantially the same terms as the Guarantee pursuant to which it undertakes to guarantee the performance of the obligations of the Substitute Obligor under the Deed Poll, these Conditions and any other documents required to give full effect to the substitution;

(C)           the delivery by the Issuer of an opinion of independent legal advisers of recognised standing addressed to the Fiscal Agent to the effect that:

(i)            the Deed Poll constitutes legal, valid, binding and enforceable obligations of the Substitute Obligor and the Guarantor;

(ii)           the Notes constitute legal, valid, binding and enforceable obligations of the Substitute Obligor;

(iii)          the Substitute Guarantee constitutes legal, valid, binding and enforceable obligations of the Guarantor in respect of all sums from time to time payable by the Substitute Obligor in respect of the Notes; and

(iv)          each of the Substitute Obligor and the Guarantor is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and the Deed Poll and the Substitute Guarantee are within the capacity and power of, and have been duly authorised by, the parties thereto;

(D)           where the Substitute Obligor is subject to a different taxing jurisdiction (the "Substituted Territory") than that to which the Issuer is subject generally (the "Issuer's Territory"), the Substituted Obligor having given an undertaking in terms corresponding to Condition 7 with the substitution for the reference in that Condition to the Issuer's Territory of references to the Substituted Territory;

(E)            each stock exchange or market on which the Notes are listed or admitted to trading having confirmed that following the proposed substitution the Notes will continue to be listed on such stock exchange;

(F)            where the Substitute Obligor is not an English company, the Substitute Obligor having appointed a process agent with an office in England as its agent in England to receive service of process on its behalf in relation to any suit, action or proceedings arising out of or in connection with the Notes; and

(G)           not later than fourteen days after the execution of any such documents as aforesaid in paragraph (A), the Substituted Obligor causing notice thereof to be given to the Noteholders.

Upon the execution of such documents and compliance with the requirements stated in this Condition 15, the Substituted Obligor will be deemed to be named in these Conditions, the Notes, the Receipts and Coupons as if it had been named herein and therein as the principal debtor in place of the Issuer (or of any previous substitute under this Condition 15) and the Notes, the Receipts and the Coupons will be deemed to be amended in such manner as necessary to give effect to the substitution and any references in the Notes, the Receipts and the Coupons to the Issuer will be references to the Substituted Obligor.";]

6.            sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Holders appertaining to the Notes against the relevant Issuer, whether or not such rights arise under the Conditions, the Agency Agreement, the Deed of Covenant, the HC Guarantee or otherwise, involved in, resulting from or to be effected by the amendments referred to above in this Extraordinary Resolution and its implementation;

7.            declares that the implementation of this Extraordinary Resolution shall be conditional on:

(a)           the approval of the Merger at a general meeting of the shareholders of the Guarantor;

(b)           the passing of this Extraordinary Resolution; and

(c)           the quorum required for, and the requisite majority of votes cast at, this Meeting being satisfied by Eligible Holders, irrespective of any participation at this Meeting by Ineligible Holders and that, in the event that this Extraordinary Resolution is passed at this Meeting but that this condition is not satisfied, the Chair of this Meeting is hereby authorised, directed, requested and empowered to adjourn this Meeting on the same basis (including quorum) as for an adjournment of this Meeting where the necessary quorum is not obtained, for the purpose of reconsidering this Extraordinary Resolution (with the exception of this paragraph (c)) at the adjourned Meeting, in which case this condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned Meeting are satisfied by Eligible Holders irrespective of any participation at the adjourned Meeting by Ineligible Holders; and

8.            acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Conditions" means the terms and conditions of the Notes of the relevant series;

"Consent Solicitation" means the invitation by the Issuers to all Eligible Holders to consent to the Proposals relating to the Notes as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms;

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 12 November 2020 prepared by the Issuers in relation to the Consent Solicitation;

"Effective Date" means the date on which the Merger is completed, which is currently expected to occur on 1 April 2021;

"Eligible Holder" means each Holder who is (a) located and resident outside the United States and not a U.S. person (as defined in Regulation S under the Securities Act) and (b) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation;

"Event of Default" means any one of the circumstances described in Condition 9 (Events of Default and Enforcement relating to Notes) of each of the Conditions;

"Deed of Covenant" means, in relation to each Series of Notes, the deed of covenant relating to such Notes executed by the relevant Issuer and conferring certain rights on Direct Participants and actual or prospective holders of Notes;

"HC Guarantee" means, in relation to each Series of Notes, the deed of guarantee relating to such Notes executed by the Guarantor and conferring certain rights on Direct Participants and actual or prospective holders of Notes;

"Ineligible Holder" means each Holder who is not a person to whom the Consent Solicitation is being made, on the basis that such Holder is either (i) a U.S. person and/or located or resident in the United States and/or (ii) a person to whom (in the relevant Issuer's sole discretion) the Consent Solicitation cannot otherwise be lawfully made;

"New Guarantee" means the guarantee governed by English law, in substantially the same form as the HC Guarantee, to be entered into by the New Guarantor in favour of Holders on or prior to the Effective Date;

"Potential Event of Default" means an event or circumstance which could, with the giving of notice, lapse of time, the issuing of a certificate and/or fulfilment of any other requirement become an Event of Default;

"Proposals" means the proposals put to Holders in this Extraordinary Resolution; and

"Securities Act" means the U.S. Securities Act of 1933, as amended.".

BACKGROUND

The Issuers have convened the Meetings for the purpose of enabling the holders of the Notes to consider and resolve, if they think fit, to pass the relevant Extraordinary Resolution proposed in relation to their Notes.

As part of the Merger, the New Guarantor is undertaking a merger by way of absorption with the Guarantor under the Companies Act of Japan. Following the Merger, the Guarantor will cease to exist and all of the Guarantor's rights and obligations as well as the whole of its business will be assumed by the New Guarantor. As a result, the Issuers are seeking the approval of the Proposals to approve certain modifications to the terms and conditions of the Notes as a consequence of the Merger all as detailed in the Extraordinary Resolution. The Merger is currently expected to be completed on 1 April 2021 but remains subject to approval by extraordinary general meetings of the shareholders of the Guarantor and the New Guarantor.

Additionally, HCA is requesting that the Holders of the HCA Notes approve the inclusion of an issuer substitution provision in the terms and conditions of the HCA Notes in order to give the New Guarantor flexibility, following the Merger, to rationalise its operating entities in the United States, although there is no current plan to do so.

If the Proposals are approved by Holders and the Merger is implemented, the New Guarantor shall assume the rights and obligations of the Guarantor and the Guarantor shall cease to exist with effect from the Effective Date. The New Guarantor intends to execute the New Guarantee on or prior to the Effective Date. Accordingly, from the Effective Date, Holders will hold Notes issued by the relevant Issuer guaranteed by the New Guarantor. Holders will continue to hold Notes issued by the Issuers.

If the Merger is not approved subsequently by shareholders of the Guarantor and the New Guarantor at the extraordinary general meetings to be held in February 2021 (or at any subsequent meetings), the Merger may not occur as described herein.

If the Merger does not occur, Holders will hold Notes guaranteed by the Guarantor and will have the benefit of the HC Guarantee until the maturity date of the Notes.

The Issuers have also prepared an investor presentation in connection with the Consent Solicitation which is available to Holders via NetRoadshow at www.netroadshow.com/nrs/home/#!/?show=af6c426b or by visiting www.netroadshow.com and entering the entry code HCC2020 (not case sensitive).

CONSENT SOLICITATION

The Issuers have invited eligible holders of the Notes of each Series (such invitation the "Consent Solicitation") to consent to the approval, by Extraordinary Resolution at the relevant Meeting, of the Proposals as described in the Extraordinary Resolution above, all as further described in the Consent Solicitation Memorandum (as defined in the Extraordinary Resolution set out above).

The Consent Solicitation is only being made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available to persons located and resident outside the United States and who are not "U.S. persons" (as defined in Regulation S under the Securities Act) (all such persons "Eligible Holder").

Subject to the restrictions described in the previous paragraph, Eligible Holders may obtain, from the date of this Notice, a copy of the Consent Solicitation Memorandum from the Information and Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a Holder will be required to provide confirmation as to his or her status as an Eligible Holder.

Pursuant to each Consent Solicitation, each Eligible Holder from whom a valid Consent Instruction (as defined in the Consent Solicitation Memorandum) in favour of the relevant Extraordinary Resolution is received by the Information and Tabulation Agent by the deadline specified in the Consent Solicitation Memorandum will, subject to the conditions set out in the Consent Solicitation Memorandum, be eligible to receive payment of the Instruction Fee (as defined below).

The "Instruction Fee" means a 'pot' of 0.05 per cent. multiplied by the aggregate principal amount of HCUK Notes or HCA Notes, as the case may be, subject to the Consent Solicitation divided amongst recipients of the Instruction Fee pro rata in accordance with the Sterling equivalent of the principal amount of HCUK Notes or the principal amount of HCA Notes, as the case may be, in relation to which such recipient has delivered valid Consent Instructions or Ineligible Holder Instructions resulting in it being eligible to receive the Instruction Fee. The Instruction Fee will be calculated separately in respect of the HCUK Notes and the HCA Notes and therefore Holders of the HCA Notes will not be entitled, as a result of holding HCA Notes, to share in any of the Instruction Fee in respect of the HCUK Notes and vice versa. The Instruction Fee payable to each Holder entitled to receive it will be equal to no less than 0.05 per cent. of the principal amount of such Holder's Notes.

The table below sets out an indicative illustration of the Instruction Fee that would be received by each Holder that is eligible to receive the Instruction Fee per USD 1,000 or GBP 1,000 (as applicable) in principal amount of Notes in respect of which such recipient has delivered either (i) a Consent Instruction in favour of, or (ii) an Ineligible Holder Instruction abstaining from voting in respect of, the relevant Extraordinary Resolution by the Early Instruction Deadline. The indicative illustration assumes that all Holders of the HCUK Notes or the HCA Notes, as the case may be, submit valid Consent Instructions in favour of, or Ineligible Holder Instructions abstaining from voting in respect of, the relevant Extraordinary Resolution by the Early Instruction Deadline.

Investors should note that the above indicative Instruction Fees are illustrative figures only and the actual amount of any Instruction Fee will vary depending on the total number of recipients of the Instruction Fee that have delivered Consent Instructions and/or Ineligble Holder Instructions received prior to the Early Instruction Deadline resulting in it being eligible to receive the Instruction Fee.

The Instruction Fee will be paid on the Payment Date and will be paid (i) in the currency in which the relevant Notes are denominated (if applicable, following g determination of the relevant exchange rate as further detailed herein) to eligible recipients of the Instruction Fee in respect of the HCUK Notes, and (ii) in U.S. dollars to eligible recipients of the Instruction Fee in respect of the HCA Notes.

At or around 4.00 p.m. (London time) on the Expiration Date, the Solicitation Agents shall determine, with reference to the Bloomberg BFIX screen page, the exchange rates between (i) Sterling and (ii) each currency in which Notes are denominated.

INELIGIBLE HOLDER INSTRUCTION FEE

Ineligible Holder Instruction Fee

Any Holder who is not eligible to participate in the Consent Solicitation, on the basis that such Holder is either (i) a U.S. person and/or located or resident in the United States and/or (ii) a person to whom the Consent Solicitation cannot otherwise be lawfully made (each an "Ineligible Holder") may be eligible, to the extent permitted by applicable laws and regulations, to receive the Instruction Fee.

To be eligible for the Instruction Fee, an Ineligible Holder must deliver, or arrange to have delivered on its behalf, a valid Ineligible Holder Instruction declaring that it is an Ineligible Holder and that it gives instructions for the appointment of one or more representatives of the Information and Tabulation Agent by the Principal Paying Agent or the Registrar (as applicable) as its proxy to abstain from voting in respect of the relevant Extraordinary Resolution at the relevant Meeting and any adjourned such Meeting that is received by the Information and Tabulation Agent by 4.00 p.m. (London Time) on 27 November 2020 (the "Ineligible Instruction Deadline") and is not subsequently revoked.

Only Ineligible Holders may submit Ineligible Holder Instructions and be eligible to receive the Instruction Fee. By delivering, or arranging for the delivery on its behalf, of an Ineligible Holder Instruction in accordance with the procedures described below, a Holder shall be deemed to agree, acknowledge and represent to the Issuers, the Guarantor, the New Guarantor, the Information and Tabulation Agent and the Solicitation Agents that it is an Ineligible Holder. Eligibility for the Instruction Fee is subject in each case to the relevant Extraordinary Resolution being passed at the relevant Meeting (or any adjourned such Meeting).

Where payable, Instruction Fees are expected to be paid by the relevant Issuer to the relevant Ineligible Holder by no later than the fifth Business Day immediately following the passing of the relevant Extraordinary Resolution at the relevant Meeting or (if applicable) adjourned Meeting.

By submitting a valid instruction (an "Ineligible Holder Instruction") to Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking S.A. ("Clearstream, Luxembourg") (each a "Clearing System") in accordance with the procedures of such Clearing System, a Holder and any Direct Participant submitting such Consent Instruction on such Holder's behalf shall be deemed to agree, and acknowledge, represent, warrant and undertake, to the relevant Issuer, the Guarantor, the New Guarantor, the Information and Tabulation Agent and the Solicitation Agents the following at (i) the time of submission of such Ineligible Holder Instruction, (ii) the Expiration Deadline, (iii) the time of the relevant Meeting and the time of any adjourned such Meeting and (iv) the Payment Date (and if a Holder or Direct Participant is unable to make any such agreement or acknowledgement or give any such representation, warranty or undertaking, such Holder or Direct Participant should contact the Information and Tabulation Agent immediately):

(a)           it is an Ineligible Holder;

(b)          by blocking the relevant Notes in the Clearing System, each Direct Participant consents to the Clearing System providing details concerning such Direct Participant's identity to the Information and Tabulation Agent (and for the Information and Tabulation Agent to provide such details to the relevant Issuer, the Solicitation Agents and their respective legal advisors);

(c)           it gives instructions for the appointment of one or more representatives of the Information and Tabulation Agent by the Principal Paying Agent or the Registrar (as applicable) as its proxy to vote (or to abstain from voting) in respect of the Extraordinary Resolution at the Meeting and any adjourned such Meeting in the manner specified in the Consent Instruction in respect of all of the Notes of the relevant Series in its account blocked in the relevant Clearing System;

(d)          all authority conferred or agreed to be conferred pursuant to its acknowledgements, agreements, representations, warranties and undertakings, and all of its obligations, shall be binding upon its successors, assigns, heirs, executors, trustees in bankruptcy and legal representatives, and shall not be affected by, and shall survive, its death or incapacity;

(e)           none of the Issuers, the Guarantor, the New Guarantor, the Solicitation Agents and the Information and Tabulation Agent have given it any information with respect to the Consent Solicitation or Extraordinary Resolution save as expressly set out in this Notice nor has any of them expressed any opinion about the terms of the Consent Solicitation or Extraordinary Resolution or made any recommendation to it as to whether it should participate in the Consent Solicitation or otherwise participate at the Meeting or whether to vote in favour of or against or to abstain from voting in respect of (or how to vote in respect of) the Extraordinary Resolution and it has made its own decision with regard to participating in the Consent Solicitation based on financial, tax or legal advice it has deemed necessary to seek and is assuming all the risks inherent in participating in the Consent Solicitation;

(f)           no information has been provided to it by the Issuers, the Guarantor, the New Guarantor, the Solicitation Agents or the Information and Tabulation Agent, or any of their respective directors or employees, with regard to the tax consequences for Holders arising from the participation in the Consent Solicitation, the implementation of the Extraordinary Resolution or the receipt by it of the Instruction Fee (if applicable), and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its participation in the Consent Solicitation, and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Issuers, the Guarantor, the New Guarantor, the Solicitation Agents or the Information and Tabulation Agent, or any of their respective directors, officers or employees, or any other person in respect of such taxes and payments;

(g)          the Notes, the HC Guarantee and the New Guarantee have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available (terms used in this and the following paragraph that are, unless otherwise specified, defined in Regulation S under the Securities Act are used as defined in Regulation S under the Securities Act);

(h)          each Ineligible Holder Instruction is being submitted in compliance with the applicable laws or regulations of the jurisdiction in which the Direct Participant or beneficial owner of Notes is located or in which it is resident, it is otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation and it has not taken or omitted to take any action in breach of the representations or which will or may result in the Issuers, the Guarantor, the New Guarantor, the Solicitation Agents, the Information and Tabulation Agent or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with any votes in favour of or votes against or abstentions from voting in respect of the Extraordinary Resolution;

(i)           it is not a person that is, or is directly or indirectly owned or controlled by a person that is, described or designated in (A) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the most current "Foreign Sanctions Evaders List" (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://eeas.europa.eu/headquarters/headquartershomepage
_en/8442/Consolidated%20list%20of%20sanctions) or (iv) the most current "UK sanctions list" (which as at the date hereof can be found at: https://www.gov.uk/government/ publications/the-uk-sanctions-list); or (B) that is otherwise the subject of any sanctions administered or enforced by any of (i) the United States government; (ii) the United Nations; (iii) the European Union (or any of its member states); (iv) the United Kingdom; (v) any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; or (vi) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury (each a "Sanctions Authority"), other than solely by virtue of their inclusion in: (x) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the "SSI List"), (y) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulation No. 960/2014 (the "EU Annexes"), or (z) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes (provided that this representation and undertaking shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 or any similar anti-boycott legislation in the United Kingdom);

(j)           it agrees to ratify and confirm each and every act or thing that may be done or effected by the relevant Issuer, the Guarantor, the New Guarantor, the Principal Paying Agent or the Registrar (as applicable), any of their respective directors, officers, employees, agents or affiliates or any person nominated by the relevant Issuer in the proper exercise of such person's powers and/or authority hereunder;

(k)          it agrees to do all such acts and things as shall be necessary and execute any additional documents deemed by the relevant Issuer to be desirable, in each case, to perfect any of the authorities expressed to be given hereunder and also appoints the Information and Tabulation Agent as its authorised attorney to do so on its behalf;

(l)           it will, upon request, execute and deliver any additional documents and/or do such other things deemed by the relevant Issuer to be necessary or desirable to effect delivery of the Ineligible Holder Instructions related to such Notes or to evidence such power and authority;

(m)         it holds and will hold, until the earlier of (i) the date on which its Ineligible Holder Instruction is validly revoked, in the limited circumstances in which such revocation is permitted (including the automatic revocation of such Ineligible Holder Instruction on the termination of the Consent Solicitation), in accordance with the terms of the Consent Solicitation and (ii) the conclusion of the Meeting (or, if applicable, the relevant adjourned Meeting), the relevant Notes blocked in the relevant Clearing System and, in accordance with the requirements of, and by the deadline required by, the relevant Clearing System, it has submitted, or has caused to be submitted, an Ineligible Holder Instruction to the relevant Clearing System to authorise the blocking of such Notes with effect on and from the date of such submission so that no transfers of such Notes may be effected until the occurrence of any of the events listed in (i) or (ii) above;

(n)          the information given by or on behalf of such Holder in the Ineligible Holder Instruction is in all respects true, accurate and not misleading and will in all respects be true, accurate and not misleading at the time of the payment of the Instruction Fee on the Payment Date; and

(o)          the Issuers, the Guarantor, the New Guarantor, the Solicitation Agents and the Information and Tabulation Agent will rely on the truth and accuracy of the foregoing acknowledgements, agreements, representations, warranties and undertakings and it shall indemnify the Issuers, the Guarantor, the New Guarantor, the Solicitation Agents and the Information and Tabulation Agent against all and any losses, costs, claims, liabilities, expenses, charges, actions or demands which any of them may incur or which may be made against any of them as a result of any breach of any of the terms of, or any of the agreements, representations, warranties and/or undertakings given in connection with the Consent Solicitation.

Submission of Ineligible Holder Instructions

Only Direct Participants (as defined under "Voting and Quorum" below) may submit Ineligible Holder Instructions. Each beneficial owner of Notes who is an Ineligible Holder and is not a Direct Participant, must arrange for the Direct Participant through which such beneficial owner of Notes who is an Ineligible Holder holds its Notes to submit an Ineligible Holder Instruction on its behalf to Euroclear or Clearstream, Luxembourg, as applicable, before the deadlines specified by the relevant clearing system.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Holder in order for such Holder to submit an Ineligible Holder Instruction by the deadline specified above. The deadlines set by any such intermediary and each clearing system for the submission and revocation of Ineligible Holder Instructions will be earlier than the deadline specified above.

SELLING RESTRICTIONS

If an Extraordinary Resolution is passed and implemented in respect of all of the Notes issued by an Issuer, until the expiry of the period of 40 days after the date of the New Guarantee, sales of the relevant Notes may not be made in the United States or to U.S. persons unless made outside the United States pursuant to Rules 903 and 904 of Regulation S under the Securities Act.

GENERAL

Copies of (i) the Consent Solicitation Memorandum; (ii) this Notice; and (iii) the Agency Agreement and the Deed of Covenant in respect of each Series of Notes are also available for inspection by Holders at any time during normal business hours on any weekday (Saturdays, Sundays and bank and other public holidays excepted) prior to and during the relevant Meeting, at the office of the relevant Issuer at relevant Issuer at Hitachi Capital House, Thorpe Road, Staines-upon-Thames, Surrey TW18 3HP, United Kingdom in the case of HCUK and 800 Connecticut Avenue, Norwalk, Connecticut 06854. United States of America in the case of HCA and at the office of the Information and Tabulation Agent, Nations House, 9th floor, 103 Wigmore Street, London W1U 1QS, United Kingdom.

The attention of Holders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the relevant Extraordinary Resolution at the relevant Meeting or any meeting held following any adjournment of any Meeting, which are set out in "Voting and Quorum" below. Having regard to such requirements, Holders are strongly urged either to attend the Meeting or to take steps to be represented at the relevant Meeting (including by way of submitting Consent Instructions or Ineligible Holder Instructions) as soon as possible.

VOTING AND QUORUM

Holders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Consent Instruction or Ineligible Holder Instruction in respect of the relevant Extraordinary Resolution by 4.00 p.m. (London Time) on 8 December 2020 (the "Expiration Deadline"), by which they will have given instructions for the appointment of one or more representatives of the Information and Tabulation Agent by the Principal Paying Agent or the Registrar (as applicable) as their proxy to vote in favour of or against or to abstain from voting in respect of (as specified in the relevant Consent Instruction or Ineligible Holder Instruction) the relevant Extraordinary Resolution at the relevant Meeting (or any adjourned such Meeting), or abstain from voting (as the case may be), need take no further action to be represented at the relevant Meeting (or any such adjourned such Meeting).

Holders who have not submitted or have submitted and subsequently revoked (in the limited circumstances in which such revocation is permitted) a Consent Instruction or Ineligible Holder Instruction in respect of the relevant Extraordinary Resolution should take note of the provisions set out below detailing how such Holders can attend or take steps to be represented at the relevant Meeting (references to which, for the purpose of such provisions, include, unless the context otherwise requires, any adjourned such Meeting).

1.            Subject as set out below, the provisions governing the convening and holding of each Meeting are set out in the schedule 2 to the Agency Agreement, copies of which are available from the date of this Notice to the conclusion of the relevant Meeting (or any adjourned Meetings) as referred to above. For the purposes of a Meeting, a "Holder" means a Direct Participant.

2.            All of the Notes are represented by global Notes held by a common depositary or common safekeeper for Euroclear and/or Clearstream, Luxembourg. For the purposes of this Notice, a "Direct Participant" means each person who is for the time being shown in the records of Euroclear and/or Clearstream, Luxembourg as the holder of a particular principal amount of the Notes.

A Direct Participant or beneficial owner of Notes wishing to attend a Meeting in person must produce at the relevant Meeting a valid voting certificate or certificates issued by the Principal Paying Agent or Registrar (as applicable) relating to the Notes in respect of which it wishes to vote.

A Direct Participant or beneficial owner of Notes not wishing to attend and vote at a Meeting in person may either deliver its valid voting certificate(s) to the person whom it wishes to attend on its behalf or the Direct Participant may (or the beneficial owner of the Notes may arrange for the relevant Direct Participant on its behalf to) give a voting instruction (by giving voting and blocking instructions to Euroclear or Clearstream, Luxembourg (a "Euroclear/Clearstream Instruction") in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as applicable) requiring the Principal Paying Agent or Registrar (as applicable) to include the votes attributable to its Notes in a block voting instruction issued by the Principal Paying Agent or Registrar (as applicable) for the relevant Meeting or any adjourned such Meeting, in which case the Principal Paying Agent or Registrar (as applicable) shall appoint a proxy to attend and vote at such Meeting in accordance with such Direct Participant's instructions.

A Direct Participant must request the relevant clearing system to block the relevant Notes in its account and to hold the same to the order or under the control of the Principal Paying Agent or Registrar (as applicable) not later than 48 hours before the time appointed for holding the relevant Meeting in order to obtain voting certificates or give voting instructions in respect of such Meeting. In the case of Euroclear/Clearstream Instructions, such blocking instructions are part of the electronic instructions that must be given and as part of any such electronic instructions each Holder must also confirm whether it is an Eligible Holder or an Ineligible Holder for the purposes of the Consent Solicitation. Notes so blocked will not be released until the earlier of:

(i)           the conclusion of the relevant Meeting (or, if applicable, any adjourned such Meeting); and

(ii)         

(A)         in respect of voting certificate(s), the surrender to the Principal Paying Agent or Registrar (as applicable) of such voting certificate(s) and notification by the Principal Paying Agent or Registrar (as applicable) to the relevant Clearing System of such surrender or the compliance in such any other manner with the rules of the relevant Clearing System relating to such surrender; or

(B)          in respect of voting instructions, not less than 48 hours before the time for which the relevant Meeting (or, if applicable, any adjourned such Meeting) is convened, the surrender to the Principal Paying Agent or Registrar (as applicable) of the receipt issued by such Principal Paying Agent or Registrar (as applicable) in respect of each such deposited Note which is to be released or (as the case may require) the deposited Note ceasing with the agreement of the Principal Paying Agent or Registrar (as applicable) to be held to its order or under its control and the giving of notice by the Principal Paying Agent or Registrar (as applicable) to the relevant Issuer of the amendment to the voting instructions.

Holders should note that voting instructions (unless validly revoked) given and voting certificates obtained in respect of a Meeting shall remain valid for any adjourned such Meeting.

3.            The quorum required for a Meeting to consider an Extraordinary Resolution is one or more Eligible Persons (as defined in the Agency Agreement) present and holding or representing in aggregate not less than two-thirds in nominal amount of the Notes for the time being outstanding. To be passed at a Meeting, an Extraordinary Resolution requires a majority in favour consisting of not less than three-quarters of persons voting on a show of hands or, if a poll is duly demanded, three-quarters of votes given on the poll. 

4.            In the event a Meeting is required to be adjourned, such Meeting will be adjourned for not less than 14 clear days and not more than 42 clear days. At any adjourned Meeting, one or more persons present holding or representing not less than one-third of the nominal amount of the Notes for the time being outstanding will form a quorum. Consent Instructions or Ineligible Holder Instructions which are submitted in accordance with the procedures set out herein and which have not been subsequently revoked (in the limited circumstances in which such revocation is permitted) shall remain valid for such adjourned Meeting. To be passed at the adjourned Meeting, an Extraordinary Resolution requires a majority in favour consisting of not less than three-quarters of the persons voting on the resolution on a show of hands or, if a poll is duly demanded, not less than three-quarters of the votes given on a poll. The holding of any adjourned Meeting will be subject to the Issuers giving at least 10 clear days' notice in accordance with the Conditions and the Agency Agreement that such adjourned Meeting is to be held.

5.            The implementation of the relevant Extraordinary Resolution is conditional on the quorum required for, and the requisite majority of votes cast at, a Meeting being satisfied by Eligible Holders, irrespective of any participation at such Meeting by Ineligible Holders.

6.            Every question submitted to a Meeting shall be decided in the first instance by a show of hands.

Unless a poll is (before or at the time that the result is declared) demanded by the Chair, the relevant Issuer or any Eligible Person present (whatever the nominal amount of Notes held by him), a declaration by the Chair that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the relevant Extraordinary Resolution.

At a Meeting (a) on a show of hands every Eligible Person shall have one vote; and (b) on a poll every Eligible Person shall have one vote in respect of each one U.S. dollar in nominal amount of the Notes held or represented, calculated in the case of Notes denominated in a currency other than U.S. dollars at the spot rate on the seventh dealing day before the day of the relevant Meeting.

7.            If passed, an Extraordinary Resolution will be binding on all Holders of Notes issued by the relevant Issuer, whether or not present at the relevant Meeting and whether or not voting.

This Notice is given by Hitachi Capital (UK) PLC (LEI: 549300P4PHVCL0EZU771) and Hitachi Capital America Corp. (LEI: SAG6K2J487EOB0C5BI47).

This announcement is released by the Issuers and contains information in relation to the Notes that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Notes. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Notice is made by Jeremy Johnson, Group Treasurer, Hitachi Capital (UK) PLC.

Holders should contact the following for further information:

The Solicitation Agents

MUFG Securities EMEA plc

Ropemaker Place

25 Ropemaker Street

London EC2Y 9AJ

United Kingdom

Telephone:            +44 (0) 20 7577 4145

Email:                    Liability.Management@mufgsecurities.com 

Attention:              Liability Management Group

NatWest Markets Plc

250 Bishopsgate

London EC2M 4AA

United Kingdom

Telephone:            +44 (0) 20 7678 5222

E-mail:                   liabilitymanagement@natwestmarkets.com

Attention:              Liability Management

The Information and Tabulation Agent

Morrow Sodali Ltd

E-mail:                   HitachiCapital@investor.morrowsodali.com

Consent Website: https://bonds.morrowsodali.com/HitachiCapital

London

Nations House, 9th floor

103 Wigmore Street

London W1U 1QS

United Kingdom

Telephone:            +44 (0) 20 8089 3287

Attention:              Debt Services

Hong Kong

Unit 106, Level 11

Two ChinaChem Central

26 Des Voeux Road Central

Telephone:            +852 2158 8405

Attention:              Debt Services

Dated: 12 November 2020

SCHEDULE 1

THE NOTES

HCA Notes

HCUK Notes