Renesas Electronics Reports Financial Results for the Year Ended March 31, 2016

(Note) Information regarding the implementation of audit procedures

These financial statements are under the audit procedures based upon the Financial Instruments and Exchange Act at the time of issuance of this report.


Cautionary Statement

The statements with respect to the financial outlook of Renesas Electronics Corporation (hereafter “the Company”) and its consolidated subsidiaries (hereafter “the Group”) are forward-looking statements involving risks and uncertainties. We caution you in advance that actual results may differ materially from such forward-looking statements due to changes in several important factors.
The Group will hold an earnings conference for institutional investors and analysts on May 11, 2016. The Group plans to post the materials which are provided at the meeting, on the Group’s website on that day.

(Significant Subsequent Events)
(Impact of the Earthquake in Kumamoto Prefecture)
The Kawashiri Factory of Renesas Semiconductor Manufacturing Co., Ltd., a wholly-owned subsidiary of the Company was damaged by the Kumamoto Earthquake that occurred after April 14, 2016.
After that, the company resumed investigations inside the clean room and having completed a thorough assessment, the company has resumed production of some of the manufacturing processes starting April 22.
Some of the subcontractor companies have been confirmed damages by the earthquake. The company in cooperation with its suppliers and partner companies are accelerating recovery efforts.
In addition, amount of the damages for the consolidated financial statements is currently under consideration.

(Adoption of Stock Option (Stock Acquisition Right))
The Company has resolved at the Meeting of Board of Directors held on May 11, 2016, to submit a proposal concerning both the level of remuneration, etc., relating to stock options for Renesas members of the board (excluding outside directors) and the determination of the concrete details to the 14th Ordinary General Shareholders' Meeting to be held on June 28, 2016.

1. Reason for the proposal
The proposal will ask shareholders to approve the adoption of stock option plan in which Renesas members of the board (except for outside directors) will be allocated stock acquisition rights as remuneration. This would mean that Renesas members of the board would share the merits of a rise in Renesas’ share value and the risks of a drop in the share value with the shareholders, and would increase their desire to further contribute to increasing Renesas' stock price and increasing the value of the company.

2. Details of stock acquisition rights to be granted as stock option
(1) Type and number of stocks to be issued upon exercise of the stock acquisition rights
The type of shares to be issued upon exercise of the stock acquisition rights shall be Renesas common stock, and the number of stocks that are in each stock acquisition right (hereinafter “number of shares granted”) shall be 100 shares. However, following the date of passage of this proposal (hereinafter "date of passage"), if Renesas performs either a stock split (including an allotment of shares without contribution of Renesas common stock. This applies to all mentions of stock splitting in the remainder of this document.) or a stock consolidation, the number of stocks granted shall be adjusted according to the following formula. If the result of the adjustment includes a fractional part of a stock, that fractional part would be discarded.

(Adjusted number of shares granted) = (Number of shares granted prior to adjustment) × (Stock split or stock consolidation ratio)

In addition to the above, if, at any time after the date of passage, Renesas undergoes a merger or a company split, or similar situation of this type and an adjustment of the number of shares granted, Renesas may appropriately adjust the number of shares granted within a logical range. Note that if, at any time after the date of passage, Renesas performs an adjustment of the number of share unit (excluding cases where this is associated with a stock split or a stock consolidation; this definition applies to the term “adjustment of the number of share unit” in the remainder of this document), Renesas may appropriately adjust the number of shares granted within a logical range and proportional to the ratio of the said adjustment of the number of share unit. This applies to these new stock options as resolved by the Meeting of Board of Directors for that issuance following the date that the said adjustment of the number of share unit takes effect.
Note that while there are now five members of the board (of whom two are outside directors), if the company director appointment proposal is adopted without change at Renesas' 14th Ordinary General Shareholders’ Meeting scheduled for June, 28, 2016, then there will be five members of the board (of whom three are outside directors).

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