RNS Number:6309M
NEC Corporation
23 June 2003





                                NEC Corporation

                                                                   June 19, 2003

                                                             7-1, Shiba 5-chome,
                                                                Minato-ku, Tokyo

To Our Shareholders:

     NOTICE OF RESOLUTIONS ADOPTED AT THE 165TH ORDINARY GENERAL MEETING OF
                                  SHAREHOLDERS

     We are pleased to inform you that at the 165th Ordinary General Meeting of
     Shareholders of NEC Corporation (the "Company") held today, a report was
     given, and resolutions passed, as follows. For the 165th Business Period
     a net loss was posted due to extraordinary losses that were accounted
     for by devaluation of investments in affiliated companies and securities
     reflecting the weak stock market, and shareholders' equity decreased.
     Under these circumstances, we proposed and it was resolved that no
     year-end dividends would be paid. We endeavor to achieve the recovery of
     the performance by implementing company-wide actions, and we would
     highly appreciate your continued support and understanding.

Matters to be Reported Upon:

     A report concerning the contents of the Business Report, Balance Sheet and
     Statement of Income with respect to the 165th Business Period from April
     1, 2002 to March 31, 2003 was made.

Matters to be Voted Upon:

It was resolved:

        THAT, "PROPOSAL No. 1: APPROVAL OF THE PLAN FOR DISPOSITION OF INCOME
        WITH RESPECT TO THE 165TH BUSINESS PERIOD" be approved as proposed;

        THAT, in regard to "PROPOSAL No. 2: PARTIAL AMENDMENTS TO THE ARTICLES
        OF INCORPORATION", for the purpose of expanding the Company's Internet
        Service "BIGLOBE" the object of the Company be expanded by adding "To
        provide mail order, money collection, travel agency, non-life insurance
        agency, life insurance agency, broadcasting, and security services by
        means of the Internet and other networks" and THAT the amendments to the
        Articles, including those relating to the adoption of a system for the
        purchase by a shareholder of shares less than one unit, the new system
        for invalidating share certificates, the reduction of the quorum of
        special resolutions of a general meeting of shareholders, the extension
        of the term of office of a Corporate Auditor, and the abolishment of the
        counselor system, be approved as proposed;

        THAT, in regard to "PROPOSAL No. 3: ELECTION OF NINE DIRECTORS", Messrs.
        Akinobu Kanasugi, Mineo Sugiyama, Shigeo Matsumoto, Yoshio Omori, Kaoru
        Yano, Toshiro Kawamura, Makoto Maruyama and Koichi Kimura (Mr. Kimura
        being a candidate for outside director as provided in Paragraph 2 (7)-2,
        Article 188 of the Commercial Code of Japan) be re-elected and THAT Mr.
        Kazumasa Fujie be newly elected to the Board of Directors;

        THAT, in regard to "PROPOSAL NO. 4: ELECTION OF TWO CORPORATE AUDITORS",
        Mr. Tatsuo Sakairi be re-elected and THAT Mr. Shinichi Yokoyama (Mr.
        Shinichi Yokoyama being a candidate for outside corporate auditor as
        provided in Paragraph 1, Article 18 of the Law for Special Exceptions to
        the Commercial Code Concerning Audit, etc. of Kabushiki-Kaisha) be newly
        elected to the Board of Corporate Auditors;

        THAT, in regard to "PROPOSAL No. 5: ISSUE OF STOCK ACQUISITION RIGHTS
        WITH FAVORABLE CONDITIONS TO PERSONS OTHER THAN THE SHAREHOLDERS FOR THE
        PURPOSE OF GRANTING STOCK OPTIONS", for the purpose of granting stock
        options with a view to promoting the management highly conscious of the
        shareholder value and creating a motivation to improve business results
        of NEC Group, issue of the rights to acquire no more than 350,000 shares
        of the Company's common stocks, to the persons who are directors and
        employees (corporate officers, employees having important
        responsibilities equivalent to those of corporate officers, executive
        general managers, employees having important responsibilities equivalent
        to those of executive general managers), and full-time chairmen and
        presidents of the Company's important subsidiaries in Japan (excluding
        companies whose stocks are listed and their subsidiaries) from the
        strategic viewpoint of the Company and its group companies, be approved
        as proposed; and

        THAT, in regard to "PROPOSAL NO. 6: PRESENTATION OF RETIREMENT
        ALLOWANCES TO RETIRED DIRECTOR AND RETIRING CORPORATE AUDITOR",
        retirement allowances to the retired Director, Mr. Kaoru Tosaka, and to
        the retiring Corporate Auditor, Mr. Koichi Yoshida, be presented within
        a reasonable amount according to the rules of the Company, and THAT the
        Board of Directors and the Board of Corporate Auditors be authorized to
        decide the amount, time and method of payment, etc. in respect of the
        retirement allowances to the retired Director and the retiring Corporate
        Auditor, respectively.

                                                                   Hajime Sasaki
                                                           Chairman of the Board
--------------------------------------------------------------------------------



   INFORMATION FOR "PURHCHASE BY A SHAREHOLDER OF SHARES LESS THAN ONE UNIT"

    According to the provisions of the Articles of Incorporation as amended at 
    the 165th Ordinary General Meeting of Shareholders, a shareholder who has
    shares less than one unit may purchase from the Company such number of
    shares as, together with the shares less than one unit held by the
    shareholder, would constitute one unit of shares (1,000 shares). For
    example, a shareholder who already has 700 shares of the Company may
    purchase additional 300 shares from the Company and make his/her holding
    become one unit of shares. However, in the event that the total number
    of shares requested by shareholders exceeds the number of shares held by
    the Company and in certain other circumstances, the Company may decline
    such requests.

    For more information, please contact our transfer agent at the
    following:



        For inquiry: The Sumitomo Trust and Banking Company, Limited

            Mailing Address

            Transfer Agent Department (Tokyo),
            The Sumitomo Trust and Banking Company, Limited
            1-10, Nikko-cho, Fuchu, Tokyo 183-8701

            Telephone
            Domestic call                         : 0120-176-417
            International call                    : +81-42-351-2211

        A shareholder who has less than one unit of shares of the Company may
        also request the Company to purchase such shares less than one unit. For
        the information on the purchase, please contact our transfer agent.



             Public Notice of Balance Sheet and Statement of Income

The information regarding the balance sheet and the statement of income for the
165th Business Period will be provided on the Company's Internet Home
Page (http://www.nec.co.jp/) instead of a notice published in the Nihon
Keizai Shimbun.










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