FOR IMMEDIATE RELEASE

Hitachi to Commence Tender Offer for the Shares of its Subsidiary,
Hitachi Systems & Services

Tokyo, July 28, 2009—Hitachi, Ltd. (NYSE: HIT/TSE: 6501) today announced that it has
decided to acquire the common stock of Hitachi Systems & Services, Ltd. (Masahiro
Hayashi, President and Chief Executive Officer/TSE:3735), by way of a tender offer (the“Tender Offer”).

1. Purpose of the Tender Offer(1) Outline of the Tender Offer
Hitachi currently holds 51.20% of Hitachi Systems & Services’ issued shares, and thus
accounts for Hitachi Systems & Services as a consolidated subsidiary. Hitachi intends toacquire all the issued shares of Hitachi Systems & Services (exclusive of its treasury stock)in order to make Hitachi Systems & Services a wholly owned subsidiary through the Tender
Offer. The Tender Offer does not set maximum and minimum limits to the number of shares
to be purchased.
According to Hitachi Systems & Services, Hitachi Systems & Services resolved to approve
the Tender Offer and to recommend that the shareholders of Hitachi Systems & Services
subscribe to the Tender Offer at a meeting of its Board of Directors held today.
(2) Decision-Making Process of the Tender Offer, and Management Policy after theTender Offer
The Hitachi Group, which consists of Hitachi, its subsidiaries and affiliated companies,
conducts a wide range of business activities from the development, production and sales ofofferings to the provision of relevant services in seven business segments: Information &Telecommunication Systems; Electronic Devices; Power & Industrial Systems; DigitalMedia & Consumer Products; High Functional Materials & Components; Logistics,
Services & Others; and Financial Services.

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In the information & telecommunication systems business, the Hitachi Group was quick ininitiating, as part of its effort to meet changing users’ needs, the development of various
information and telecommunication systems that correspond to various types and lines ofbusiness (system integration). The Hitachi Group has also expanded its outsourcing
business and has been a pioneer in the SasS (Software as a Service) business, which grants
customers the use of software for their needs. These initiatives have progressed well.
As for the business, in countries and regions that have already built a certain degree ofsocial infrastructure, including power systems, transportation systems, roads and water andother public systems, information and telecommunication systems are expected to growfurther as part of social infrastructures and to be increasingly fused with existing social
infrastructures. Therefore, with its extensive track record in the conventional fields of boththe social infrastructure business and the information & telecommunication systems
business, the Hitachi Group intends to utilize that experience, expertise and technologicalcapability to concentrate on the “social innovation business” that fuses its social
infrastructure business with its information & telecommunication systems business.
Hitachi Systems & Services was established in 1978 and currently engages in their mainstay
business of system integration, as well as the software package business, information
processing equipment sales business and the system services business, and is therefore
positioned as one of the core entities in the Hitachi Group’s information &telecommunication systems business.
Specifically, the system integration business offers systems design and system building
services for financial and public institutions—Hitachi’s major clients—as well as various
industries, including manufacturing, distribution and social infrastructure.
The software package business offers distinctive solutions, including the employee front
solutions, the “LYSITHEA Series,” based on its proprietary know-how. In addition, Hitachi
Systems & Services sells information processing equipment associated with its offered
solutions, as a part of the system integration business, and offers system-related services,
including system maintenance and technical education.
However, the domestic information service market is currently at a critical turning point.
In the conventional information service market, users’ demand for hardware and software toestablish, operate and maintain their own information and telecommunication systems led tothe expansion and growth of the market. However, interest in system investments has beenshifting recently from the maintenance of information systems (system integration) to the- more --3-more efficient use and operation of information and telecommunication systems (e.g.,
outsourcing and SaaS). Combined with the severe business environment caused by the
global and structural recession continuing from the second half of the previous fiscal year,
the system integration industry is expected to experience intensifying competition forcustomers. To achieve continued expansion of its system integration business throughout
this transition stage, the Hitachi Group believes it necessary to quickly attract newcustomers and expand and upgrade its solutions.
Hitachi anticipates that demand for the social innovation business, on which the HitachiGroup intends to focus its marketing efforts, will expand significantly. Hitachi sees urgent
tasks in the business to be the Hitachi Group’s development of products and packages
commensurate with the business and the swift establishment of service business foundations
for the growth of the business. Consequently, Hitachi considers it necessary that the HitachiGroup invests its management resources in the information & telecommunication systems
business.
Under these circumstances, since early April 2009, Hitachi and Hitachi Systems & Services
have worked together and continued to discuss and consider various measures for businessstructural reform with a goal of raising their respective enterprise values. As a result,
Hitachi and Hitachi Systems & Services have determined that strengthening thecollaboration between Hitachi Systems & Services and the Hitachi Group and promoting
the integration of the information telecommunication systems businesses in the HitachiGroup by establishing a closer capital relationship between Hitachi and Hitachi Systems &Services will enable Hitachi Systems & Services to increase the number and quality of new
solutions for its system integration business and to acquire new customers by using the sales
network shared by the members of the Hitachi Group, thereby increasing the enterprisevalue of Hitachi Systems & Services and then the overall Hitachi Group, and that to achieve
the intended effects it is essential to make Hitachi Systems & Services a wholly owned
subsidiary of Hitachi. Hitachi believes that the full ownership will enable the concentrationand organic combination of the Hitachi Group’s management resources for the informationand telecommunication systems business, including intellectual properties associated withsystem development, software development and system operations, as well as humanresources and technological expertise, thereby facilitating various development efforts toenlarge the social innovation business on which the Hitachi Group places a significant
focus.
In an attempt to establish the business structure described above, concurrently with thecommencement of the Tender Offer, Hitachi has initiated tender offers for the issued sharesof Hitachi Software Engineering and Hitachi Information Systems, both of which will
- more --4-assume their respective businesses in the information & telecommunication systems
business in the Hitachi Group, with the aim of making them wholly owned subsidiaries.
As a specific method to establish a new business structure, establishment of an informationand telecommunication company as a virtual entity within the Hitachi Group is being
considered. Five major existing companies―Hitachi (Information & Telecommunication
Group), Hitachi Systems & Services, Hitachi Software Engineering, Hitachi Information
Systems and Hitachi Electronics Services Co., Ltd., a wholly owned subsidiary of
Hitachi—would be equal partners in this virtual company. The most appropriate strategies
and business structure for the future information and telecommunication company as awhole, as well as the strategies to reinforce the social innovation business will be decided
and implemented.
Under such business structure, the Hitachi Group intends to improve and expand thestructure to flexibly cope with customer needs while taking into account the industry, scale
and the type of business of each customer with the aim of providing valuable one-stop
services throughout the whole IT life cycle to customers in the global market as follows.
1) Development of the data center operation business optimizing green IT technologies;
2) Offer of highly reliable cloud computing environment;
3) Expansion of global businesses utilizing collaborations with local business partners andlocalized operations;4) Strengthen our readiness for projects of large-scale accounts, such as backbone systems
for financial institutions including megabanks and optimization systems in the public
sector;5) Unify the information system businesses for the SMB (small to medium business)markets, mainly in the industrial and distribution fields;6) Expand the development system for middleware and embedded software for products;and7) Strengthen and expand the network service business and the outsourcing business.
Although the optimal solution for the basic strategies and future orientation of theinformation and telecommunication company after making Hitachi Systems & Services awholly owned subsidiary, will be determined in consultation with Hitachi Systems &Services, Hitachi intends to reinforce Hitachi Systems & Services’ businesses, even after
making it a wholly owned subsidiary, by not only respecting its self-initiatives andindependence but also paying attention to its business features and the management which
fully utilizes the operational and structural strength.

- more --5-(3) Measures to Ensure the Fairness of the Tender Offer including Measures to Ensure
the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest
Hitachi principally took into consideration the following matters to ensure the fairness of
the Tender Offer.
1) Acquisition of the valuation report on the equity value from an independent third-party
appraiser
In determining the purchase price for the Tender Offer (the “Tender Offer Price”), Hitachi
requested that Nomura Securities Co., Ltd., a financial adviser and a third-party appraiser
independent from Hitachi and Hitachi Systems & Services, calculate the equity value of
Hitachi Systems & Services as one of the measures to ensure the fairness of the Tender
Offer Price.
To calculate the equity value of Hitachi Systems & Services , Nomura Securities used theaverage market share price method, the comparable company analysis method and thediscounted cash flow method (the “DCF” method). Hitachi received the valuation report on
the equity value of Hitachi Systems & Services (the “Valuation Report for Hitachi”) today,from Nomura Securities. (Hitachi did not obtain an opinion on the fairness of the valuation
results of the Tender Offer Price, the so-called Fairness Opinion, from Nomura Securities.)
The range of valuations per share of common stock of Hitachi Systems & Services
calculated according to each method is as follows.
Average market share price method¥1,053 to ¥1,329

Comparable company analysis method ¥1,350 to ¥2,297
DCF method¥1,993 to ¥3,601

First, under the average market share price method, Nomura Securities judged the range pershare of common stock to be ¥1,053 to ¥1,329 based on the closing price of Hitachi
Systems & Services’ common stock on the Second Section of the Tokyo Stock Exchange on
the record date of July 24, 2009, the average closing price for the most recent one week, theaverage closing price for the most recent one month and the average closing prices for themost recent three months and six months.
Secondly, under the comparable company analysis method, Nomura Securities judged therange per share of common stock to be ¥1,350 to ¥2,297, evaluating Hitachi Systems &Services’equity value by comparing share prices and financial indicators such as the
profitability of listed companies engaged in relatively similar businesses to those of Hitachi- more --6-

Systems & Services.
Finally, under the DCF method, Nomura Securities judged the range per share of common
stock to be ¥1,993 to ¥3,601 after analyzing enterprise value and equity value by
discounting free cash flows Hitachi Systems & Services is expected to generate in the future
by a certain discount rate to arrive at a net present value. This analysis was based on Hitachi
Systems & Services’ estimated future profits from the fiscal year ending March 31, 2010
and later, taking into consideration Hitachi Systems & Services’ business plans, aninterview with the management of Hitachi Systems & Services, recent businessperformance, public information disclosures and other contributing factors.
Hitachi took into account the valuation results received from Nomura Securities using eachmethod in its Valuation Report for Hitachi as reference and comprehensively considered
examples of premiums added as of determining tender offer prices in past examples oftender offers for shares by entities other than issuers; whether the Board of Directors ofHitachi Systems & Services would accept the Tender Offer; the market share price trend of
Hitachi Systems & Services’ common stock; the expected number of subscriptions to theTender Offer; and other factors. Furthermore, taking into account the results ofconsultations and negotiations with Hitachi Systems & Services, the final Tender Offer
Price was determined at ¥2,150 per share of common stock by Hitachi’s President and Chief
Executive Officer today.
The Tender Offer Price per share of ¥2,150 represents a premium of 64.1% (rounded to thefirst decimal place) on the closing price of ¥1,310 of common stock of Hitachi Systems &Services on the Second Section of the Tokyo Stock Exchange on July 24, 2009(*). It also
represents a premium of 61.8% (rounded to the first decimal place) on the simple average of¥1,329 (rounded to the nearest yen) of the closing share prices of common stock of Hitachi
Systems & Services for the past month (from June 25 to July 24, 2009), a premium of
75.2% (rounded to the first decimal place) on the simple average of ¥1,227 (rounded to thenearest yen) of the closing share prices of common stock of Hitachi Systems & Services forthe past three months (from April 27 to July 24, 2009), and a premium of 104.2% (rounded
to the first decimal place) on the simple average of ¥1,053 (rounded to the nearest yen) of
the closing share prices of common stock of Hitachi Systems & Services for the past six
months (from January 26 to July 24, 2009).
(*) The stock price of Hitachi Systems & Services rose following a news report regarding
the business restructuring of the Hitachi Group on July 27, 2009, which is the day before
the day when the aforementioned decision was made by Hitachi's President and Chief
Executive Officer. Considering this rise in the stock price, the premium was calculated- more --7-

using the stock price on July 24, 2009, a business day before July 27, 2009. The
calculations of the respective premiums on the simple average of the closing shareprices of common stock for the past one month, for the past three months and for the
past six months were made in the same manner.
On the other hand, according to Hitachi Systems & Services, in determining a opinion on
the Tender Offer Price, Hitachi Systems & Services had Mizuho Securities Co., Ltd.
calculate its quity value to ensure the fairness of the Tender Offer. Mizuho Securities is athird-party appraiser independent of Hitachi and Hitachi Systems & Services, and also do
not hold the status as a related party. Hitachi Systems & Services received a valuation reporton its equity value (the “Valuation Report for Hitachi Systems & Services”) as of July 27,
2009 from Mizuho Securities. Mizuho Securities used the DCF method, the comparable
company analysis method and the market share price method. Valuation results on the value
per share of common stock of Hitachi Systems & Services computed using each method
were as follows. According to Hitachi Systems & Services, Hitachi Systems & Services
carefully inspected the Tender Offer Price based on these valuation results and judged theTender Offer Price to be at an appropriate level and reasonable. Hitachi Systems & Services
did not obtain an opinion on the fairness of the Tender Offer Price, the so-called Fairness
Opinion, from Mizuho Securities, according to Hitachi Systems & Services.
(i) DCF method: ¥1,991—¥2,848
According to Hitachi Systems & Services, the DCF method is a method to calculate thevalue of Hitachi Systems & Services’ business and share price by estimating anddiscounting future free cash flows that Hitachi Systems & Services will produce throughbusiness activities by a certain discount rate to give their present values. Adding valueof non-operating assets to the resulting Hitachi Systems & Services’ business value anddeducting net liabilities, the share price is derived. Regarding this method as an effective
and general theory, Hitachi Systems & Services adopted this method. Using the DCF
method, the range per share price of the shares of Hitachi Systems & Services wascalculated to be ¥1,991—¥2,848.
(ii) Comparable company analysis method: ¥1,691—¥2,311
According to Hitachi Systems & Services, the comparable company analysis method isa method to calculate Hitachi Systems & Services’ share price using multipliers offinancial indicators relative to aggregate stock prices of listed companies operating inthe same business as that of Hitachi Systems & Services. Taking into account thesituation of major markets and business scale, Hitachi Systems & Services determinedthat this method would produce probable results, thereby adopted this method. Using thecomparable company analysis method, the range per share price of the shares of Hitachi
Systems & Services was calculated to be ¥1,691—¥2,311.
- more --8-(iii) Market share price method: ¥1,053—¥1,329
According to Hitachi Systems & Services, the market share price method is a method
to compute the equity values of Hitachi Systems & Services based on the share prices
of Hitachi Systems & Services in the stock market. The share prices are determinedthrough the principle of market competition with many entrants, widely disclosed andobjective. They are certainly taken into account in the valuation of share prices oflisted companies. For these reasons, this method was adopted. Under this method, theranges per share of common stock of Hitachi Systems & Services were average prices
based on the closing prices over the past six, three and one month(s), respectively,from the record date of July 24, 2009, on the Second Section of the Tokyo Stock
Exchange. Based on these results, the range per share price of the shares of Hitachi
Systems & Services was calculated to be ¥1,053—¥1,329.
According to Hitachi Systems & Services, in view of the above recognition anddiscussions as well as the analyses of the appropriateness of the Tender Offer Price andother matters, Hitachi Systems & Services carefully deliberated on the conditions of theTender Offer. As a result, Hitachi Systems & Services has concluded that strengthening
the collaboration between Hitachi Systems & Services and the information andtelecommunication systems business of the Hitachi Group by way of the Tender Offer
will facilitate the acquisition of new customers through Hitachi Group’s sales networks
and the enlargement of solutions for Hitachi Systems & Services’ system integration
business, thereby maximizing its medium- and long-term enterprise value, and that theconditions of the Tender Offer are reasonable, providing Hitachi Systems & Services’
shareholders with an opportunity to sell their shares at a reasonable price. Therefore,
Hitachi Systems & Services has approved that Hitachi would conduct the Tender Offer
with the aim of making Hitachi Systems & Services its wholly owned subsidiary andfurther decided to recommend that Hitachi Systems & Services’ shareholders subscribe
to the Tender Offer.
2) Legal advice from law officeAccording to Hitachi Systems & Services, Hitachi Systems & Services received necessary
legal advice from its legal advisor the MIYAKEZAKA SOGO LAW OFFICES, to ensure
the fairness of decision making concerning the Tender Offer.
3) Approval of all the directors attending the Board of Directors’ meeting

Furthermore, according to Hitachi Systems & Services, Hitachi Systems & Services
carefully discussed on the Tender Offer at a meeting of its Board of Directors held today,
which was attended by all Directors who have no vested interest with Hitachi, and resolved- more --9-

to approve the Tender Offer by unanimous approval of the attending Directors (including
outside Directors) and to recommend that Hitachi Systems & Services’ shareholders
subscribe to the Tender Offer. Specifically, among Hitachi Systems & Services’ Directors,
Shozo Saito concurrently serves as Executive Officer of Hitachi and therefore did notparticipate in the discussions and the resolution of the proposals concerning the resolutions
at said meeting to avoid any conflict of interest. He refrained from expressing his opinions
and was not involved in negotiations with Hitachi representing Hitachi Systems & Services
as Director.
4) Setting the Tender Offer Period at a relatively long period

By setting the Tender Offer Period at 33 business days, which is a relatively long period,
Hitachi provides the shareholders of Hitachi Systems & Services with the opportunity to
fully reflect on the application for the Tender Offer and ensures the fairness of the Tender
Offer Price.
(4) Policy on Matters including Organizational Restructuring after the Tender Offer(Matters concerning the so-called Two-Step Acquisition)
As described in “(1) Outline of the Tender Offer” above, Hitachi aims to make Hitachi
Systems & Services a wholly owned subsidiary and intends to acquire all the issued sharesof Hitachi Systems & Services (exclusive of its treasury stock) through the Tender Offer anda series of subsequent procedures.
If Hitachi cannot acquire all the issued shares of Hitachi Systems & Services (exclusive of
its treasury stock) through the Tender Offer, Hitachi intends to acquire all the issued sharesof Hitachi Systems & Services (exclusive of its treasury stock) by the following measures.
Specifically, after the Tender Offer comes into effect, Hitachi intends to request that Hitachi
Systems & Services hold an extraordinary general meeting of shareholders (the“Extraordinary Shareholders’ Meeting”), which would include in the agenda Items 1)
through 3) as follows: 1) The Articles of Incorporation of Hitachi Systems & Services shallbe partly amended to make Hitachi Systems & Services a corporation issuing class shares(shurui kabushiki hakkou kaisha) under the Companies Act; 2) The Articles of Incorporationof Hitachi Systems & Services shall be partly amended to the effect that all issued shares ofcommon stock of Hitachi Systems & Services shall be appended with a call provision(zenbu-shutoku-joko) (a provision regarding the redeemable right of Hitachi Systems &Services for all the shares as stipulated in Article 108, Paragraph 1, Item 7 of the Companies
Act; hereinafter the same shall apply); and 3) a different class of Hitachi Systems &Services shares shall be issued in exchange for acquiring all the stocks with the call- more -- 10 -

provision of Hitachi Systems & Services (exclusive of its treasury stock).
Furthermore, as Hitachi Systems & Services will become a corporation issuing class shares
under the Companies Act on the condition that agenda Item 1) above is approved by the
Extraordinary Shareholders’ Meeting, with respect to agenda Item 2), pursuant to Article
111, Paragraph 2, Item 1 of the Companies Act, it will be necessary, in addition to theresolution adopted by the Extraordinary Shareholders’ Meeting, to have a resolution at a
meeting of shareholders with class shares (the “Class Shareholders’ Meeting”), at which theparticipants will be shareholders who hold all the stocks with the call provision of Hitachi
Systems & Services. For this purpose, Hitachi will also request that Hitachi Systems &Services hold the Class Shareholders’ Meeting to include agenda Item 2) above for partial
amendment to the Articles of Incorporation. Meanwhile, Hitachi will vote for the respective
agenda items above at the Extraordinary Shareholders’ Meeting and the Class Shareholders’Meeting.
If all of the above procedures are completed, all shares issued by Hitachi Systems &Services will be subject to the call provision and shall be acquired by Hitachi Systems &Services (exclusive of its treasury stock) and a different class of Hitachi Systems & Services
shares shall be delivered to such shareholders of Hitachi Systems & Services as
consideration for such acquisition by Hitachi Systems & Services. Shareholders who are toreceive fractions of the different class of Hitachi Systems & Services shares will receive
cash as consideration, which will be obtained through a sale of the different class of Hitachi
Systems & Services shares that correspond to the sum of all such fractions (including thepurchase of a whole or a part of the sum of such fractions by Hitachi Systems & Services)(fractions of the aggregate number to be rounded down) through the procedures pursuant to
Article 234 of the Companies Act and other applicable laws and regulations. The selling
price of the different class of Hitachi Systems & Services shares corresponding to the sumof all such fractions (and the cash amount to be delivered to each of the relevant
shareholders, resulting from the sale of the aggregate number of fractions) is expected to be
calculated on the basis of the Tender Offer Price. Although the class and number of sharesof Hitachi Systems & Services to be delivered as consideration for the acquisition of thestocks with the call provision of Hitachi Systems & Services have not been determined as ofthe date hereof, Hitachi intends to request Hitachi Systems & Services to determine that theshares that must be delivered to shareholders who have not tendered the Tender Offer otherthan Hitachi shall be limited to such fractions of the different class of Hitachi Systems &Services for the purpose of enabling Hitachi to acquire all the issued shares of Hitachi
Systems & Services (exclusive of its treasury stock).

- more -- 11 -As provisions to protect the rights of minority shareholders in connection with the above
respective procedures, the Companies Act provides that (i) in the event that the Articles ofIncorporation are partly amended to the effect that all the common stock issued by Hitachi
Systems & Services shall be subject to the call provision as stated in agenda Item 2) above,
any shareholder may request that Hitachi Systems & Services purchase his/her shares inaccordance with Articles 116 and 117 of the Companies Act and other applicable laws andregulations, and that (ii) in the case where acquisition of all the stocks with the callprovision, as described in agenda Item 3) above, has been resolved by the General Meetingof Shareholders, any shareholder may file a petition for determination of a fair price for theacquisition in accordance with Article 172 of the Companies Act and other applicable laws
and regulations. In addition, the purchase price and the acquisition price per share under (i)and (ii) above would be determined in the last instance by a competent court.
With regard to the above procedures, there is a possibility that Hitachi may request Hitachi
Systems & Services to conduct another method that would have similar effects depending
on such factors as Hitachi’s holding status of Hitachi Systems & Services shares after theTender Offer, the holding status of Hitachi Systems & Services shares by shareholders otherthan Hitachi, or the interpretation of the competent authorities on the applicable laws andregulations or the like and such steps might require some time to be successfully completed.
Even in such a case, however, Hitachi intends to make Hitachi Systems & Services a wholly
owned subsidiary by adopting the method of finally delivering cash to shareholders ofHitachi Systems & Services other than Hitachi. In such cases, the resulting cash amount tobe delivered to the relevant shareholders is also expected to be calculated on the basis of theTender Offer Price.
The Tender Offer is not intended to solicit shareholders of Hitachi Systems & Services tovote in favor of the proposals to be put to the Extraordinary Shareholders’ Meeting and theClass Shareholders’ Meeting.
(5) Likelihood of the Delisting of the Shares and the Reasons thereof
As of the date hereof, the common stock of Hitachi Systems & Services is listed on theSecond Section of the Tokyo Stock Exchange. As Hitachi has not set the maximum limit to
the number of shares to be purchased through the Tender Offer, Hitachi Systems & Services
shares may be subject to delisting upon the fulfillment of certain predetermined procedures
if the result of the Tender Offer falls under the delisting standards of the Tokyo Stock
Exchange. In addition, even if the delisting standards are not met upon completion of theTender Offer, the common stock of Hitachi Systems & Services will be delisted inaccordance with the delisting standards because Hitachi intends to hold all the issued shares- more -- 12 -of Hitachi Systems & Services (exclusive of its treasury stock) in accordance with theprocedures set forth in Item “(4) Policy on Matters including Organizational Restructuring
after the Tender Offer (Matters concerning the so-called Two-Step Acquisition).” Trading ofcommon stock of Hitachi Systems & Services will become unavailable on the Tokyo Stock
Exchange after the delisting.
(6) Matters concerning Material Agreement regarding the Application to the Tender
Offer between Hitachi and Shareholders of Hitachi Systems & Services
Not applicable- more -- 13 -

2. Outline of the Tender Offer and Other Information(1) Outline of Hitachi Systems & Services
Corporate Name
Description ofBusinesses
Date Established
Head Office
Name and Title ofRepresentative
Paid-in Capital

Hitachi Systems & Services, Ltd.
System integration and system services business
Software package businessInformation processing equipment sales business
September 21, 1978
18-1, Konan 2-chome, Minato-ku, Tokyo, Japan
Masahiro Hayashi, President and Chief Executive Officer¥4,190 million (As of March 31, 2009)
Hitachi, Ltd.

51.20%

Japan Trustee Services Bank, Ltd. (Trust Account)

8.41%

The Master Trust Bank of Japan, Ltd. (Trust Account)

3.18%

The Dai-Ichi Mutual Life Insurance Company
Separate Account Pension(Standing proxy: Trust & Custody Services Bank, Ltd.)BBH for Fidelity Low Price Stock Fund

2.59%

1.98%

(Standing proxy: The Bank of Tokyo-Mitsubishi UFJ, Ltd.)
1.90%

Hitachi Systems & Services’ Group Employees’
Shareholding Association
Major Shareholders
and Shareholdings

1.50%

CBLDN Legal and General Assurance Pensions
Management Limited(Standing proxy: Citibank Japan Ltd.)BNY GCM Account Client Accounts JP REC ITIC
(Standing proxy: The Bank of Tokyo-Mitsubishi UFJ, Ltd.)

0.90%

Credit Suisse Securities Europe Limited PB Sec Int
Non-Treaty Client(Standing proxy: Citibank Japan Ltd.)

0.86%

Mellon Bank, N.A. as Agent for its Client Mellon Omnibus

0.77%

US Pension (Standing proxy: Mizuho Corporate Bank, Ltd.)(As of March 31, 2009)
Relationships between
the Tender Offeror andthe Target Company

CapitalRelationships
Personnel
Relationships

Hitachi holds 12,800,000 shares of Hitachi Systems &Services, equivalent to a shareholding of 51.20% of the total
number of issued shares. (As of March 31, 2009)
One Hitachi Senior Vice President and Executive Officer
sits on Hitachi Systems & Services’ Board of Directors.

- more -- 14 -

Transaction
Relationships

Hitachi conducts fund transactions with Hitachi Systems& Services under the Hitachi Group’s cash poolingsystem; outsources system integration and systemservices, etc.; sells information processing equipment;
has license agreements on the use of Hitachi’s corporate
logo (corporate logo, corporate emblem, and corporatename) by Hitachi’s affiliated companies; and has
agreements to offer research achievements of
cutting-edge and fundamental technologies as well as
services on business operations.

Status as a
Related Party

Hitachi Systems & Services is a consolidated subsidiaryof Hitachi, and therefore a Related Party of Hitachi.

(2) Tender Offer Period1) Initial Period of the Tender Offer in the Registration
From Thursday, August 20, 2009 to Thursday, October 8, 2009 (both inclusive) (33 businessdays)2) Possibility of Extending the Above Period upon Request of the Target Company
None(3) Tender Offer Price: ¥2,150 per share of common stock(4) Basis of Calculation of the Tender Offer Price
1) Basis of Calculation
For reference in determining the Tender Offer Price, Hitachi requested that Nomura
Securities, a financial adviser and a third-party appraiser independent from Hitachi and
Hitachi Systems & Services, calculate the equity value of Hitachi Systems & Services. To
calculate the equity value of Hitachi Systems & Services, Nomura Securities used theaverage market share price method, the comparable company analysis method and the DCF
method. Hitachi received the Valuation Report for Hitachi today, from Nomura Securities.
(Hitachi did not obtain an opinion on the fairness of the Tender Offer Price, the so-called
Fairness Opinion, from Nomura Securities.) The range of valuations per share of common
stock of Hitachi Systems & Services calculated according to each method is as follows.
Average market share price method¥1,053 to ¥1,329

Comparable company analysis method¥1,350 to ¥2,297

DCF method¥1,993 to ¥3,601- more -- 15 -First, under the average market share price method, Nomura Securities judged the range pershare of common stock to be ¥1,053 to ¥1,329 based on the closing price of Hitachi
Systems & Services’ common stock on the Second Section of the Tokyo Stock Exchange on
the record date of July 24, 2009, the average closing price for the most recent one week, forthe most recent one month, for the most recent three months and for the most recent six
months.
Under the comparable company analysis method, Nomura Securities judged the range pershare of common stock to be ¥1,350 to ¥2,297, evaluating Hitachi Systems & Services’equity value by comparing share prices and financial indicators such as the profitability oflisted companies engaged in relatively similar businesses to those of Hitachi Systems &Services.
Finally, under the DCF method, Nomura Securities judged the range per share of common
stock to be ¥1,993 to ¥3,601 after analyzing enterprise value and equity value by
discounting free cash flows Hitachi Systems & Services is expected to generate in the future
by a certain discount rate to arrive at a net present value. This analysis was based on Hitachi
Systems & Services’ estimated future profits from the fiscal year ending March 31, 2010
and later, taking into consideration Hitachi Systems & Services’ business plans, aninterview to the management of Hitachi Systems & Services, recent business performance,
public information disclosures and other contributing factors.
Hitachi took into account the valuation results using each method in the Valuation Reportfor Hitachi received from Nomura Securities as reference and comprehensively considered
examples of premiums added as of determining tender offer prices in past examples oftender offers for shares by entities other than issuers; whether the Board of Directors ofHitachi Systems & Services would accept the Tender Offer; the market share price trend of
Hitachi Systems & Services’ common stock; the expected number of subscriptions to theTender Offer; and other factors. Furthermore, taking into account the results ofconsultations and negotiations with Hitachi Systems & Services, the final Tender Offer
Price was determined at ¥2,150 per share of common stock by Hitachi’s President and Chief
Executive Officer today.
The Tender Offer Price per share of ¥2,150 represents a premium of 64.1% (rounded to thefirst decimal place) on the closing price of ¥1,310 of common stock of Hitachi Systems &Services on the Second Section of the Tokyo Stock Exchange on July 24, 2009(*). It also
represents a premium of 61.8% (rounded to the first decimal place) on the simple average of¥1,329 (rounded to the nearest yen) of the closing share prices of common stock of Hitachi- more -- 16 -

Systems & Services for the past month (from June 25 to July 24, 2009), a premium of
75.2% (rounded to the first decimal place) on the simple average of ¥1,227 (rounded to thenearest yen) of the closing share prices of common stock of Hitachi Systems & Services forthe past three months (from April 27 to July 24, 2009), and a premium of 104.2% (rounded
to the first decimal place) on the simple average of ¥1,053 (rounded to the nearest yen) of
the closing share prices of common stock of Hitachi Systems & Services for the past six
months (from January 26 to July 24, 2009).
(*) The stock price of Hitachi Systems & Services rose following a news report regarding
the business restructuring of the Hitachi Group on July 27, 2009, which is the day before
the day when the aforementioned decision was made by Hitachi's President and Chief
Executive Officer. Considering this rise in the stock price, the premium was calculatedusing the stock price on July 24, 2009, a business day before July 27, 2009. The
calculations of the respective premiums on the simple average of the closing shareprices of common stock for the past one month, for the past three months and for the
past six months were made in the same manner.
2) Background of the Valuation(Background to the decision regarding the Tender Offer Price)
Hitachi Systems & Services, a consolidated subsidiary of Hitachi, currently engages in theirmainstay business of system integration, as well as the software package business,
information processing equipment sales business and the system services business, and istherefore positioned as one of the core entities in the Hitachi Group’s information &telecommunication systems business.
The Hitachi Group intends to utilize its experience, expertise and technological capability toconcentrate on the “social innovation business” that fuses the social infrastructure businesswith the information & telecommunication systems business in countries and regions thathave already built a certain degree of social infrastructure which includes power systems,
transportation systems, roads and water and other public systems.
However, the domestic information service market is currently at a critical turning point.
In the conventional information service market, users’ demand for hardware and software toestablish, operate and maintain their own information and telecommunication systems led tothe expansion and growth of the market. However, interest in system investments has beenshifting recently from the maintenance of information systems (system integration) to themore efficient use and operation of information and telecommunication systems (e.g.,
outsourcing and SaaS). Combined with the severe business environment caused by the
global and structural recession continuing from the second half of the previous fiscal year,- more -- 17 -

the system integration industry is expected to experience intensifying competition forcustomers. To achieve continued expansion of its system integration business throughout
this transition stage, the Hitachi Group believes it necessary to quickly attract newcustomers and expand and upgrade its solutions.
Hitachi anticipates that demand for the social innovation business, on which the HitachiGroup intends to focus its marketing efforts, will expand significantly. Hitachi sees urgent
tasks in the business to be the Hitachi Group’s development of products and packages
commensurate with the business and the swift establishment of service business foundations
for the growth of the business. Consequently, Hitachi considers it necessary that the HitachiGroup invests its management resources in the information & telecommunication systems
business.
Under these circumstances, since early April 2009, Hitachi and Hitachi Systems & Services
have worked together and continued to discuss and consider various measures for businessstructural reform with a goal of raising their respective enterprise values. As a result,
Hitachi and Hitachi Systems & Services have determined that strengthening thecollaboration between Hitachi Systems & Services and the Hitachi Group and promoting
the integration of the information telecommunication systems businesses in the HitachiGroup by establishing a closer capital relationship between Hitachi and Hitachi Systems &Services will enable Hitachi Systems & Services to increase the number and quality of new
solutions for its system integration business and to acquire new customers through the
Hitachi Group’s sales networks, thereby increasing the enterprise value of Hitachi Systems& Services and then the overall Hitachi Group, and that to achieve the intended effects it isessential to , make Hitachi Systems & Services a wholly owned subsidiary of Hitachi.
Consequently, Hitachi determined to conduct the Tender Offer and decided on the Tender
Offer Price in the following manner.
(i) Name of the Third Party from Which Hitachi Obtained Valuations

In determining the Tender Offer Price, Hitachi around May 2009 requested that Nomura
Securities, a financial adviser and a third-party appraiser independent from Hitachi and
Hitachi Systems & Services, calculate the equity value of Hitachi Systems & Services.
Hitachi received the Valuation Report for Hitachi on the equity value of Hitachi Systems& Services today, from Nomura Securities. (Hitachi did not obtain an opinion on thefairness of its valuations of the Tender Offer Price, the so-called Fairness Opinion, from
Nomura Securities.)(ii) Outline of the Valuation Report for Hitachi

To calculate the equity value of Hitachi Systems & Services, Nomura Securities used the- more -- 18 -

average market share price method, the comparable company analysis method and the
DCF method. The range of valuations per share of common stock of Hitachi Systems &Services calculated according to each method is as follows.
Average market share price method¥1,053 to ¥1,329

Comparable company analysis method¥1,350 to ¥2,297

DCF method¥1,993 to ¥3,601(iii) Process for Determining the Tender Offer Price Based on the Valuation Report for
Hitachi
Hitachi took into account the valuation results using each method in the Valuation Reportfor Hitachi received from Nomura Securities as reference and comprehensively
considered examples of premiums added as of determining tender offer prices in pastexamples of tender offers for shares by entities other than issuers; whether the Board of
Directors of Hitachi Systems & Services would accept the Tender Offer; the market shareprice trend of Hitachi Systems & Services’ common stock; the expected number ofsubscriptions to the Tender Offer; and other factors. Furthermore, taking into account theresults of consultations and negotiations with Hitachi Systems & Services, the final
Tender Offer Price was determined at ¥2,150 per share of common stock by Hitachi’s
President and Chief Executive Officer today.
(Measures to Ensure the Fairness of the Tender Offer including Measures to Ensure
the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest)
Hitachi principally took into consideration the following matters to ensure the fairness of
the Tender Offer.
(i) Acquisition of the valuation report on the equity value from the Independent
Third-Party Appraiser
In determining the Tender Offer Price, Hitachi requested that Nomura Securities, afinancial adviser as a third-party appraiser independent from Hitachi and Hitachi Systems& Services, calculate the equity value of Hitachi Systems & Services as one of themeasures to ensure the fairness of the Tender Offer Price.
To calculate the equity value of Hitachi Systems & Services, Nomura Securities used theaverage market share price method, the comparable company analysis method and the- more -- 19 -

DCF method. Hitachi received the Valuation Report for Hitachi from Nomura Securities
today. (Hitachi did not obtain an opinion on the fairness of the valuation results of theTender Offer Price, the so-called Fairness Opinion, from Nomura Securities.)
Hitachi took into account the valuation results using each method in the Valuation Reportfor Hitachi received from Nomura Securities as reference and comprehensively
considered examples of premiums added as of determining tender offer prices in pastexamples of tender offers for shares by entities other than issuers; whether the Board of
Directors of Hitachi Systems & Services would accept the Tender Offer; the market shareprice trend of Hitachi Systems & Services’ common stock; the expected number ofsubscriptions to the Tender Offer; and other factors. Furthermore, taking into account theresults of consultations and negotiations with Hitachi Systems & Services, the final
Tender Offer Price was determined at ¥2,150 per share of common stock by Hitachi’s
President and Chief Executive Officer today.
On the other hand, according to Hitachi Systems & Services, in determining a opinion on
the Tender Offer Price, Hitachi Systems & Services had Mizuho Securities calculate its
equity value to ensure the fairness of the Tender Offer. Mizuho Securities is a third-party
appraiser independent of Hitachi and Hitachi Systems & Services, and also do not holdthe status as a Related Party. Hitachi Systems & Services received the Valuation Reportfor Hitachi Systems & Services as of July 27, 2009 from Mizuho Securities. Mizuho
Securities used the DCF method, the comparable company analysis method and themarket share price method. Valuation results on the value per share of common stock of
Hitachi Systems & Services computed using each method were as follows. According to
Hitachi Systems & Services, Hitachi Systems & Services carefully inspected the Tender
Offer Price based on these valuation results and judged the Tender Offer Price to be at an
appropriate level and reasonable. Hitachi Systems & Services did not obtain an opinion
on the fairness of the Tender Offer Price, the so-called Fairness Opinion, from Mizuho
Securities, according to Hitachi Systems & Services.
(i) DCF method: ¥1,991—¥2,848
According to Hitachi Systems & Services, the DCF method is a method to calculate thevalue of Hitachi Systems & Services’ business and share price by estimating anddiscounting future free cash flows that Hitachi Systems & Services will produce throughbusiness activities by a certain discount rate to give their present values. Adding value of
non-operating assets to the resulting Hitachi Systems & Services’ business value anddeducting net liabilities, the share price is derived. Regarding this method as an effective
and general theory, Hitachi Systems & Services adopted this method. Using the DCF- more -- 20 -

method, the range per share price of the shares of Hitachi Systems & Services wascalculated to be ¥1,991—¥2,848.
(ii) Comparable company analysis method: ¥1,691—¥2,311
According to Hitachi Systems & Services, the comparable company analysis method isa method to calculate Hitachi Systems & Services’ share price using multipliers offinancial indicators relative to aggregate stock prices of listed companies operating inthe same business as that of Hitachi Systems & Services. Taking into account thesituation of major markets and business scale, Hitachi Systems & Services determinedthat this method would produce probable results, thereby adopted this method. Using thecomparable company analysis method, the range per share price of the shares of Hitachi
Systems & Services was calculated to be ¥1,691—¥2,311.
(iii) Average Market Share Price method: ¥1,053—¥1,329
According to Hitachi Systems & Services, the market share price method is a method
to compute the equity value of Hitachi Systems & Services based on the share prices ofHitachi Systems & Services in the stock market. The share prices are determinedthrough the principle of market competition with many entrants, widely disclosed andobjective. They are certainly taken into account in valuation of share prices of listedcompanies. For these reasons, this method was adopted. Under this method, the ranges
per share of common stock of Hitachi Systems & Services were average prices basedon the closing prices over the past six, three and one month(s), respectively, from therecord date of July 24, 2009, on the Second Section of the Tokyo Stock Exchange.
Based on these results, the range per share price of the shares of Hitachi Systems &Services was calculated to be ¥1,053—¥1,329.
According to Hitachi Systems & Services, in view of the above recognition anddiscussions as well as the analyses of the appropriateness of the Tender Offer Price andother matters, Hitachi Systems & Services carefully deliberated on the conditions of theTender Offer. As a result, Hitachi Systems & Services has concluded that strengthening
the collaboration between Hitachi Systems & Services and the information andtelecommunication systems business of the Hitachi Group by way of the Tender Offer
will facilitate the acquisition of new customers through Hitachi Group’s sales networks
and the enlargement of solutions for Hitachi Systems & Services’ system integration
business, thereby maximizing its medium- and long-term enterprise value, and that theconditions of the Tender Offer are reasonable, providing Hitachi Systems & Services’
shareholders with an opportunity to sell their shares at a reasonable price. Therefore,
Hitachi Systems & Services has approved that Hitachi would conduct the Tender Offer- more -- 21 -

with the aim of making Hitachi Systems & Services its wholly owned subsidiary andfurther decided to recommend that Hitachi Systems & Services’ shareholders subscribe
to the Tender Offer.
ii) Legal advice from law officeAccording to Hitachi Systems & Services, Hitachi Systems & Services received necessary
legal advice from its legal advisor the MIYAKEZAKA SOGO LAW OFFICES to ensure thefairness of decision making concerning the Tender Offer.
iii) Approval of all the directors attending the Board of Directors meeting

Futrthermore, according to Hitachi Systems & Services, Hitachi Systems & Services
carefully discussed on the Tender Offer at a meeting of its Board of Directors held today,
which was attended by all Directors who have no vested interest with Hitachi, and resolved
to approve the Tender Offer by unanimous approval of the attending Directors (including
outside Directors) and to recommend that Hitachi Systems & Services’ shareholders
subscribe to the Tender Offer. Specifically, among Hitachi Systems & Services’ Directors,
Shozo Saito concurrently serves as Executive Officer of Hitachi and therefore did notparticipate in the discussions and the resolution of the proposals concerning the resolutions
at said meeting to avoid any conflict of interest. He refrained from expressing his opinions
and was not involved in negotiations with Hitachi representing Hitachi Systems & Services
as Director.
iv) Setting the Tender Offer Period at a relatively long period
By setting the Tender Offer Period at 33 business days, which is a relatively long period,
Hitachi provides the shareholders of Hitachi Systems & Services with the opportunity to
fully reflect on the application for the Tender Offer and ensures the fairness of the Tender
Offer Price.
3) Relationship with the Third-Party Appraiser
Nomura Securities is not a Related Party of Hitachi.
(5) Number of Shares to Be Purchased
Number of Shares to Be
Minimum Number of Shares to Maximum Number of Shares toPurchased
Be Purchased
Be Purchased
12,199,822 shares— shares— shares
Notes:
1. As the maximum and minimum limits to the number of shares to be purchased through the Tender
Offer are not set, all of the tendered shares will be purchased.
2. Less-than-one-unit shares (tangen-miman-kabushiki)are also eligible for the Tender Offer. In addition,
Hitachi Systems & Services may purchase its own shares during the Tender Offer Period, pursuant to- more -- 22 applicable laws and regulations, if shareholders owning less-than-one-unit shares exercise their right torequest purchase of their shares in accordance with the relevant provisions of the Companies Act.
3. Hitachi does not intend to acquire treasury stock held by Hitachi Systems & Services through theTender Offer.
4. The maximum number of shares of Hitachi Systems & Services to be acquired by Hitachi through theTender Offer is stated in the “Number of Shares to Be Purchased.” This number indicates Hitachi
Systems & Services shares (12,199,822 shares) that are to be obtained by deducting the total of thenumber of shares held by Hitachi as of the date hereof (12,800,000 shares) and the number of shares oftreasury stock held by Hitachi Systems & Services as of March 31, 2009 (178 shares) ,from the total
number of issued shares of Hitachi Systems & Services as of March 31, 2009 (25,000,000 shares),which are stated in the securities report of the 31st term filed by Hitachi Systems & Services on June
19, 2009.

(6) Changes in the Shareholdings due to the Tender Offer
Number of voting rights represented byshares held by the Tender Offeror
immediately before the Tender Offer
Number of voting rights represented byshares held by Special Related Parties
immediately before the Tender Offer
Number of voting rights represented byshares to be purchased by the Tender Offer
Total number of voting rights held by all theshareholders in the Target Company

128,000 units— units
121,998 units(Shareholdings immediately
before the Tender Offer: 51.20%)(Shareholdings immediately
before the Tender Offer: — %)(Shareholdings after theTender Offer: 100.00%)

249,981 units

Notes:
1. 1.The "Shareholdings immediately before the Tender Offer" was calculated using the "Total numberof voting rights held by all the shareholders in the Target Company" as the denominator.
2. The “Number of voting rights represented by shares held by Special Related Parties immediately
before the Tender Offer” represents the total of voting rights relating to shares held by respective
Special Related Parties as identified by Hitachi as of the date hereof. Provided, however, that suchSpecial Related Parties shall exclude those to be excluded from the category of Special Related
Parties in accordance with Article 3, Paragraph 2, Item 1 of the Cabinet Office Ordinance regarding
Disclosure of Tender Offers for Shares, etc., by Entities Other than Issuers (Ministry of FinanceOrdinance No. 38 of 1990; including amendment thereof; the “Ordinance”) in calculating theshareholdings, as set forth in the respective items of Article 27-2, Paragraph 1 of the Financial
Instruments and Exchange Law (Law No. 25 of 1948; including amendment thereof; the “Law”).
3. The “Number of voting rights represented by shares to be purchased by the Tender Offer” indicatesthe number of voting rights relating to the number of shares to be purchased in the Tender Offer(12,199,822 shares).
4. Because the shares held by respective Special Related Parties (exclusive of its treasury stock held byHitachi Systems & Services being a Special Related Party) are also subject to the Tender Offer, the“Number of voting rights represented by shares held by Special Related Parties immediately before
the Tender Offer” is not included in the numerator in the calculation of “Shareholdings after theTender Offer.”
5. The “Total number of voting rights held by all the shareholders in Hitachi Systems & Services” (100shares represent the number of shares per unit (tangen)) indicates the number of voting rights of all
the shareholders of Hitachi Systems & Services as of March 31, 2009, which is stated in the
securities report of the 31st term filed by Hitachi Systems & Services on June 19, 2009. Because all
the shares issued by Hitachi Systems & Services (exclusive of treasury stock held by Hitachi
Systems & Services) are subject to the Tender Offer, the “Shareholdings after the Tender Offer” was- more -- 23 -

calculated using the number of voting rights (249,998 units) relating to the number of shares ofHitachi Systems & Services (24,999,822 shares)—which corresponds to the number derived bydeducting the number of shares of treasury stock held by Hitachi Systems & Services (178 shares)
stated in said securities report from the total number of issued shares of Hitachi Systems & Services
as of March 31, 2009 (25,000,000 shares) stated in said securities report—as the denominator.
6. The figures in the “Shareholdings immediately before the Tender Offer” and the “Shareholdings after
the Tender Offer” were rounded to two decimal places.

(7) Tender Offer Cost: ¥26,230 million
Note: The Tender Offer Cost is calculated by multiplying 12,199,822 shares (Number of Shares to Be
Purchased) by the Tender Offer Price for each share of ¥2,150.

(8) Method of Settlement
1) Name and Location of Head Office of Securities Companies/Banks, etc., in Chargeof Settlement
Nomura Securities Co., Ltd.
9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo
JOINVEST Securities Co., Ltd. (Sub-Agent)
15-1, Konan 2-chome, Minato-ku, Tokyo

2) Commencement Date of Settlement
Friday, October 16, 20093) Method of Settlement
With respect to tendering shareholders through the Tender Offer Agent, upon expiration of
the Tender Offer Period, Hitachi will, without delay, send notice of the Tender Offer
purchases to the addresses of tendering shareholders (in the case of a foreign resident who
does not hold a working account with the Tender Offer Agent including the case of an
institutional shareholder, to its standing proxy). With respect to tendering shareholders
through JOINVEST Securities Co., Ltd., the Sub-Agent, the notice will be delivered inaccordance with the method described on the Sub-Agent’s website(https://www.joinvest.jp/).
Purchases will be made in cash. Payment for purchased shares will be made by means ofremittance, etc., in accordance with the instructions of tendering shareholders. (Fees may be
incurred for remitting payment.)4) Method of Returning Shares
In the event that Hitachi does not purchase all of the tendered shares in accordance with the- more -- 24 -

conditions mentioned in “2) Conditions of Withdrawal of Tender Offer, Details thereof andMethod of Disclosing the Withdrawal” of “(9) Other Conditions and Methods of the Tender
Offer” below, Hitachi will return shares by recovering the record to the status immediately
before the shares were tendered, soon after the commencement date of settlement (if theTender Offer is withdrawn, the date of withdrawal). (If shares are to be transferred to an
account of a tendering shareholder at another securities company, etc., please provide
instructions to that effect.)(9) Other Conditions and Methods of the Tender Offer
1) Conditions and Details in Each Item of Article 27-13, Paragraph 4 of the Law
As the maximum and minimum limits to the number of shares to be purchased through theTender Offer are not set, Hitachi will purchase all of the tendered shares.
2) Conditions of Withdrawal of the Tender Offer, Details thereof and Method ofDisclosing the Withdrawal
Upon the occurrence of any event falling under the provisions of Article 14, Paragraph 1,
Items 1.1 through 1.9 and 1.12 through 1.18, Item 2, Items 3.1 through 3.8, Item 4, Item 5
and Article 14, Paragraph 2, Items 3 through 6 of the Enforcement Regulations of the
Financial Instruments and Exchange Law (Regulation No. 321 of 1965; including
amendment thereof; the “Enforcement Regulations”), Hitachi may withdraw the Tender
Offer. If Hitachi decides to withdraw the Tender Offer, Hitachi will make a public noticeelectronically, and publish a notice in the Nihon Keizai Shimbun. Provided, however, that if
it is difficult to make such a public notice by the end of the Tender Offer Period, Hitachi
will make an announcement as provided for in Article 20 of the Ordinance and thereafter
give notice without delay.
3) Conditions for Reducing the Tender Offer Price, Details thereof and Method ofDisclosing the Reduction
If Hitachi Systems & Services takes any actions provided for in Article 13, Paragraph 1 of
the Enforcement Regulations during the Tender Offer Period in accordance with theprovisions of Article 27-6, Paragraph 1, Item 1 of the Law, the Tender Offer Price may be
reduced in accordance with the provisions of Article 19, Paragraph 1 of the Ordinance. If
Hitachi decides to reduce the Tender Offer Price, Hitachi will make a public noticeelectronically, and publish a notice in the Nihon Keizai Shimbun. Provided, however, that if
it is difficult to make such a public notice by the end of the Tender Offer Period, Hitachi
will make an announcement as provided for in Article 20 of the Ordinance and thereafter
give notice without delay. If the Tender Offer Price is reduced, the shares tendered before
the public notice, will also be purchased at the reduced Tender Offer Price.
- more -- 25 -

4) Matters concerning Tendering Shareholders’ Rights to Cancel Agreements
Any tendering shareholder may cancel agreements relating to the Tender Offer at any time
during the Tender Offer Period. If tendering shareholders who tendered for shares throughthe Tender Offer Agent intend to cancel agreements relating to the Tender Offer, they shoulddeliver or send a Cancellation Statement for Tender Offer Agreement (the “Cancellation
Statement”) along with the tender offer application acceptance receipt to the head office or
nationwide branch offices of the Tender Offer Agent who accepted the application, by 3:30
p.m. on the last day of the Tender Offer Period. Provided, however, that cancellations sent
by tendering shareholders, must reach the said offices by no later than 3:30 p.m. on the last
day of the Tender Offer Period. If tendering shareholders who tendered for shares through
JOINVEST Securities Co., Ltd., the Sub-Agent, intend to cancel agreements relating theTender Offer, they must complete the cancellation procedures by 3:30 p.m. on the last dayof the Tender Offer Period in accordance with the instructions on the Sub-Agent’s website(https://www.joinvest.jp/).
The agents with the authority to receive a Cancellation Statement:
Nomura Securities Co., Ltd.
9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo(other nationwide branch offices in Japan)
JOINVEST Securities Co., Ltd. (Sub-Agent)
15-1, Konan 2-chome, Minato-ku, Tokyo

Hitachi will not make any claim for damages or the payment of penalties to a tendering
shareholder if a tendering shareholder cancels an agreement. In addition, Hitachi will bear
the costs of returning tendered shares.
5) Method of Disclosure if Conditions, etc., of the Tender Offer are Changed
If Hitachi decides to change the Tender Offer conditions, etc., Hitachi will make a public
notice electronically, and publish a notice in the Nihon Keizai Shimbun detailing thechanges. Provided, however, that it is difficult to make such a public notice by the end of
the Tender Offer Period, Hitachi will make an announcement as provided for in Article 20of the Ordinance and thereafter give notice without delay. If Tender Offer conditions, etc.,
are changed, shares tendered before the public notice will also be purchased under theamended conditions.
6) Method of Disclosure When Submitting an Amendment Statement
If an Amendment Statement is filed with the Director of the Kanto Local Finance Bureau in- more -- 26 -

Japan, Hitachi will immediately announce details from the Amendment Statement that relate
to the contents of the public notice of the commencement of the Tender Offer, in accordancewith the manner prescribed by Article 20 of the Ordinance. Hitachi will also immediatelychange the Tender Offer Explanatory Statement and deliver the amended document totendering shareholders who have already received the Tender Offer Explanatory Statement.
However, if the changes are only minor in nature, Hitachi will prepare a document stating
the reasons for such amendments, the items that have been amended and the details, anddeliver said document to tendering shareholders.
7) Method of Disclosing Tender Offer Results
Hitachi will publicly announce the results of the Tender Offer the day after the last day of
the Tender Offer Period, in accordance with the provisions of Article 9-4 of the
Enforcement Regulations and of Article 30-2 of the Ordinance.
(10) Date of Public Notice of Commencement of the Tender Offer
Thursday, August 20, 2009(11) Tender Offer Agent
Nomura Securities Co., Ltd.
9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo
To delegate a part of its duties, the Tender Offer Agent has appointed the following company
as a Sub-Agent:
JOINVEST Securities Co., Ltd. (Sub-Agent)
15-1, Konan 2-chome, Minato-ku, Tokyo

3. Management Policy and Outlook after the Tender Offer(1) Management Policy after the Tender Offer
Refer to “1. Purpose of the Tender Offer” with regard to the management policy after theTender Offer.
(2) Outlook for Future Business Performance after the Tender Offer
The expected impact of the Tender Offer on the Hitachi Group’s business results will beannounced as soon as it is determined.

- more -- 27 -

4. Other Information(1) Agreement between Hitachi and Hitachi Systems & Services and/or Its Directors
According to Hitachi Systems & Services, Hitachi Systems & Services carefully discussed
on the Tender Offer at a meeting of its Board of Directors held today, which was attended
by all Directors who have no vested interest with Hitachi, and resolved to approve theTender Offer by unanimous approval of the attending Directors (including outside
Directors) and to recommend that Hitachi Systems & Services’ shareholders subscribe to
the Tender Offer.
Refer to “(2) Decision-Making Process of the Tender Offer, and Management Policy after
the Tender Offer” and “(3) Measures to Ensure the Fairness of the Tender Offer including
Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts ofInterest” of “1. Purpose of the Tender Offer” with regard to the “Decision-Making Processof the Tender Offer” and “Details of Measures to Avoid Conflicts of Interest.”- more -- 28 -

(2)Other Information Considered Necessary for Helping Investors Decide Whether to
Subscribe to the Tender Offer
Hitachi Systems & Services publicly announced its closing of accounts information for the
first quarter of the 32nd fiscal term today, at the Tokyo Stock Exchange. A summary of
Hitachi Systems & Services’ consolidated operating results and other financial information
based on this release is provided below. The summary of this disclosed information is anexcerpt of the announcement released by Hitachi Systems & Services, and Hitachi is not ina position to independently verify the precision and truthfulness thereof and has not verified
it, in effect.
1) Operating Results (millions of yen)Accounting Period
Revenues
Cost of sales
Selling, general and administrative expenses
Non-operating income
Non-operating expenses
Net income
Note: Revenues exclude consumption tax, etc.

First Quarter of 32nd Business Period(From April 1, 2009 to June 30, 2009)
22,372
17,839
4,530
56
27
15

2) Data per Share (yen)Accounting Period

First Quarter of 32nd Business Period(From April 1, 2009 to June 30, 2009)

Net income per share
Dividend per share
Net assets per share

0.59－
1,388.66- more -- 29 -

Cautionary Statement
Certain statements found in this document may constitute “forward-looking statements” as defined in the U.S.
Private Securities Litigation Reform Act of 1995. Such “forward-looking statements” reflect management’s
current views with respect to certain future events and financial performance and include any statement that
does not directly relate to any historical or current fact. Words such as “anticipate,” “believe,” “expect,”“estimate,” “forecast,” “intend,” “plan,” “project” and similar expressions which indicate future events andtrends may identify “forward-looking statements.” Such statements are based on currently available
information and are subject to various risks and uncertainties that could cause actual results to differ materiallyfrom those projected or implied in the “forward-looking statements” and from historical trends. Certain“forward-looking statements” are based upon current assumptions of future events which may not prove to beaccurate. Undue reliance should not be placed on “forward-looking statements,” as such statements speak only
as of the date of this document.
Factors that could cause actual results to differ materially from those projected or implied in any “forward-looking
statement” and from historical trends include, but are not limited to:---

economic conditions, including consumer spending and plant and equipment investments in Hitachi’s major
markets, particularly Japan, Asia, the United States and Europe, as well as levels of demand in the majorindustrial sectors which Hitachi serves, including, without limitation, the information, electronics, automotive,
construction and financial sectors;
fluctuations in product demand and industry capacity, particularly in the Information & Telecommunication
Systems segment, the Electronic Devices segment and the Digital Media & Consumer Products segment;
increased commoditization of information technology products and digital media related products andintensifying price competition for such products, particularly in the Information & Telecommunication
Systems segment, the Electronic Devices segment and the Digital Media & Consumer Products segment;
uncertainty as to Hitachi’s ability to continue to develop and market products that incorporate new technology
on a timely and cost-effective basis and to achieve market acceptance for such products;
rapid technological innovation, particularly in the Information & Telecommunication Systems segment, theElectronic Devices segment and the Digital Media & Consumer Products segment;
exchange rate fluctuation for the yen and other currencies in which Hitachi makes significant sales or in which
Hitachi’s assets and liabilities are denominated, particularly against the U.S. dollar and the euro;
fluctuations in the price of raw materials including, without limitation, petroleum and other materials, such ascopper, steel, aluminum and synthetic resins;
uncertainty as to Hitachi’s ability to implement measures to reduce the potential negative impact of fluctuationsin product demand, exchange rate and/or price of raw materials;
general socio-economic and political conditions and the regulatory and trade environment of Hitachi’s major
markets, particularly Japan, Asia, the United States and Europe, including, without limitation, direct or indirect
restrictions by other nations on imports, or differences in commercial and business customs including, without
limitation, contract terms and conditions and labor relations;
uncertainty as to Hitachi’s access to, or ability to protect, certain intellectual property rights, particularly thoserelated to electronics and data processing technologies;
uncertainty as to the outcome of litigation, regulatory investigations and other legal proceedings of which theCompany, its subsidiaries or its equity method affiliates have become or may become parties;
the possibility of incurring expenses resulting from any defects in products or services of Hitachi;
uncertainty as to the success of restructuring efforts to improve management efficiency and to strengthen
competitiveness;
uncertainty as to the success of alliances upon which Hitachi depends, some of which Hitachi may not control,with other corporations in the design and development of certain key products;
uncertainty as to Hitachi’s ability to access, or access on favorable terms, liquidity or long-term financing; anduncertainty as to general market price levels for equity securities in Japan, declines in which may require
Hitachi to write down equity securities it holds.

- more -- 30 The factors listed above are not all-inclusive and are in addition to other factors contained in Hitachi’s periodic
filings with the U.S. Securities and Exchange Commission and in other materials published by Hitachi.
Other Cautionary Matters- In accordance with the provisions of Article 167, Paragraph 3 of the Financial Instruments and Exchange
Law and Article 30 of its Enforcement Regulations, anyone having read this news release is considered a
primary recipient of information from the viewpoint of insider trading regulations. Hitachi accordingly urges
you to exercise due care as you may be prohibited from purchasing the shares of Hitachi Systems &Services before 12 hours have passed from the time of this announcement. If you are held liable undercriminal, civil, or administrative laws for making such a prohibited purchase, Hitachi notes that it willassume no responsibility whatsoever.
- This news release is to announce the Tender Offer and has not been prepared for the purpose of soliciting anoffer to sell shares. If shareholders wish to make an offer to sell their shares, they should first read the
Explanatory Document for the Tender Offer and make their own decision. This news release does notconstitute, nor form part of, any offer or invitation to buy, sell, exchange or otherwise dispose of, or issue, or
any solicitation of any offer to sell or issue, exchange or otherwise dispose of, buy or subscribe for, any
securities. In addition, this news release does not constitute, or form part of, any offer or invitation to sell, or
any solicitation of any offer to purchase any securities in any jurisdiction, nor shall it (or any part of it) or
the fact of its distribution form the basis of or be relied on in connection with any agreement thereof.
- The Tender Offer is targeted at the common stock of Hitachi Systems & Services, a company incorporated
in Japan. The Tender Offer is to be conducted in compliance with the procedures and information disclosure
standards prescribed in the Financial Instruments and Exchange Law of Japan. These procedures andstandards are not necessarily the same as the procedures and information disclosure standards in the UnitedStates. In particular, Section 13(e) and Section 14(d) of the U.S. Securities and Exchange Act of 1934 andthe regulations stipulated thereunder are not applicable to the Tender Offer and the Tender Offer does notconform to those procedures and standards. Not all financial information included in this news release is inconformity with the U.S. GAAP. Further, as Hitachi is a company incorporated outside the U.S. and mostofficers of Hitachi are residents outside the U.S., it may be impossible to exercise rights and claims that may
be asserted under the securities-related laws of the U.S. There is also a chance that it may be difficult toinstitute proceedings in a court outside the U.S. against a company outside the U.S. or its officers based on aviolation of the securities-related laws of the U.S. Additionally, there is no guarantee that it would bepossible to make a company outside the U.S. and its subsidiary or affiliate subject to the jurisdiction of aU.S. court.
- Some countries or regions may impose restrictions on the announcement, issue or distribution of this news
release. In such cases, please take note of such restrictions and comply with them. In countries or regions
where the implementation of the Tender Offer is illegal, even upon receiving this news release, such receipt
shall not constitute a solicitation of an offer to sell or an offer to buy shares relating to the Tender Offer andshall be deemed a distribution of materials for informative purposes only.

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Information contained in this news release is current asof the date of the press announcement, but may be subject
to change without prior notice.
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