-FOR IMMEDIATE RELEASE

Hitachi to Commence Tender Offer for the Shares of its Subsidiary,
Hitachi Information Systems
Tokyo, July 28, 2009---Hitachi, Ltd. (NYSE:HIT/TSE:6501“Hitachi”) today announced thatit has decided to acquire the common stock of Hitachi Information Systems, Ltd. (Iwao
Hara, President and Chief Executive Officer/TSE: 9741 “Hitachi Information Systems”), by
way of a tender offer (the “Tender Offer”).
1. Purpose of the Tender Offer(1) Outline of the Tender Offer
Hitachi currently holds 51.98% of Hitachi Information Systems’ issued shares, including
indirect shareholdings of 0.35%, and thus accounts for Hitachi Information Systems as aconsolidated subsidiary. Hitachi intends to acquire all the issued shares of Hitachi
Information Systems (exclusive of its treasury stock) in order to make Hitachi Information
Systems 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 Information Systems, Hitachi Information Systems resolved toapprove the Tender Offer and to recommend that the shareholders of Hitachi Information
Systems 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 Ltd., 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,- more --2-Services & Others; and Financial Services.
In the information & telecommunication systems business, the Hitachi Group was quick ininitiating, as a 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 Information Systems was established in 1959 and currently engages in thebusinesses of system operation, system building and equipment and supplies sales.
Specifically, in the system operation business, Hitachi Information Systems is in charge ofthe operation of not only its own data centers but also major data centers of Hitachi as acore company in the data center operation business of the Hitachi Group, in addition to thedevelopment of outsourcing and network services. In the system building business, Hitachi
Information Systems builds and provides IT environments such as backbone systems,
information systems and their composite systems to meet diversifying customer needs. Thus,
Hitachi Information Systems is positioned as a core company of the Hitachi Group in thesystem building business for municipalities, leading medium-sized enterprises and small to
medium-sized enterprises. It is mainly providing solutions utilizing “e-ADWORLD,” aself-developed packaged software for municipalities, and other ERP-packaged software
products of itself and leading foreign corporations. In the equipment and supplies sales
business, Hitachi Information Systems offers comprehensive services covering the selection,
procurement, sales and environmental protection measures of the equipment and supplies
that are required for system operation and/or building.
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 to- more --3-

establish, 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). Consequently, it is expected that users’ demand for these newservices, including the use of packaged software products and systems for shared use, will
become a driving force in the market. At this turning point, we believe it essential that the
Hitachi Group quickly make large-scale investments in R&D in advanced technologies andinfrastructure such as data center or networks and put in place foundations that will allow
Hitachi to enhance globalization so that the Hitachi Group can appropriately cope withmarket changes and further expand businesses in the information service market.
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 Information
Systems have worked together and continued to discuss and consider various measures forbusiness structural reform with a goal of raising their respective enterprise values. As aresult, Hitachi and Hitachi Information Systems have determined that i) the collaboration
between Hitachi Information Systems and the Hitachi Group could be reinforced byestablishing a closer capital relationship between both corporations; ii) diverse
developments for business expansion can be swiftly conducted in the existing system
operation and system building businesses for Hitachi Information Systems and in thefocused social innovation business for both Hitachi and the Hitachi Group by collecting andorganically combining management resources, such as R&D, intellectual properties, systemdevelopment/software development/system operation-related expertise, human resources
and technological capabilities regarding businesses in the information & telecommunication
systems business; and iii) more efficient and effective distribution of Groupwide
management resources should contribute to enabling the Hitachi Group to make large-scale
investments with the aim of putting in place the appropriate infrastructure. Hitachi
Information Systems have concluded that the aforementioned initiatives would lead toraising the enterprise value of Hitachi Information Systems and the Hitachi Group. Bothparties therefore reached a judgment that making Hitachi Information Systems a wholly- more --4-

owned subsidiary of Hitachi would be indispensable to that end.
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 Co., Ltd. and Hitachi Systems & Services, Ltd, both ofwhich will 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, Hitachi and Hitachi Information
Systems are considering the establishment of an information and telecommunicationcompany as a virtual entity within the Hitachi Group. Five major existing
companies―Hitachi (Information & Telecommunication Group), Hitachi Information
Systems, Hitachi Software Engineering, Hitachi Systems & Services and Hitachi
Electronics Services Co., Ltd., a wholly owned subsidiary of Hitachi—would be equal
partners in this virtual company. They will decide and operate the most appropriate
strategies and business structure for the future information and telecommunication company
as a whole. They will also plan and implement strategies to reinforce the social innovation
business.
Under such a 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 the Hitachi Group’s 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 the- more --5-

information and telecommunication company after making Hitachi Information Systems awholly owned subsidiary will be determined in consultation with Hitachi Information
Systems, Hitachi intends to reinforce Hitachi Information Systems’ businesses, even after
making it into a wholly owned subsidiary, not only with respect for Hitachi Information
Systems’ self-initiatives and independence but also paying attention to itsbusiness features
and the management which fully utilize operational and structural strengths.
(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 received 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 as a third-party appraiser
independent from Hitachi and Hitachi Information Systems, calculate the equity value of
Hitachi Information Systems as one of the measures to ensure the fairness of the Tender
Offer Price.
To calculate the equity value of Hitachi Information Systems, 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 Information Systems (the “Valuation Report for Hitachi”)
today, from Nomura Securities. (Hitachi did not obtain an opinion on the fairness of thevaluation 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 Information Systems
calculated according to each method is as follows.
Average market share price method¥1,753 to ¥2,175

Comparable company analysis method ¥2,164 to ¥2,572
DCF method¥2,654 to ¥3,668

First, under the average market share price method, Nomura Securities judged the range pershare of common stock to be ¥1,753 to ¥2,175 based on the closing price of Hitachi- more --6-Information Systems’ common stock on the First 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.
Secondly, under the comparable company analysis method, Nomura Securities judged therange per share of common stock to be ¥2,164 to ¥2,572, evaluating Hitachi Information
Systems’ 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
Information Systems.
Finally, under the DCF method, Nomura Securities judged the range per share of common
stock to be ¥2,654 to ¥3,668 after analyzing enterprise value and equity value by
discounting free cash flows Hitachi Information Systems 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 Information Systems’ estimated future profits from the fiscal year ending March 31,
2010 and later, taking into consideration Hitachi Information Systems’ business plans, aninterview with the management of Hitachi Information Systems, recent businessperformance, public information disclosure and other contributing factors.
Hitachi took into account the valuation results received from Nomura Securities using eachmethod in its Valuation Report for Hitachi as a 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 Information Systems would accept the Tender Offer; the market share price trend of
Hitachi Information Systems’ common stock; the expected number of subscriptions to theTender Offer; and other factors. Furthermore, taking into account the results ofconsultations and negotiations with Hitachi Information Systems, the final Tender Offer
Price was determined at ¥2,900 per share of common stock by Hitachi’s President and Chief
Executive Officer today.
The Tender Offer Price per share of ¥2,900 represents a premium of 33.3% (rounded to thefirst decimal place) on the closing price of ¥2,175 of common stock of Hitachi Information
Systems on the First Section of the Tokyo Stock Exchange on July 24, 2009*. It also
represents a premium of 40.5% (rounded to the first decimal place) on the simple average of¥2,064 (rounded to the nearest yen) of the closing share prices of common stock of Hitachi
Information Systems for the past month (from June 25 to July 24, 2009), a premium of
51.4% (rounded to the first decimal place) on the simple average of ¥1,915 (rounded to the- more --7-nearest yen) of the closing share prices of common stock of Hitachi Information Systems
for the past three months (from April 27 to July 24, 2009), and a premium of 65.4%(rounded to the first decimal place) on the simple average of ¥1,753 (rounded to the nearestyen) of the closing share prices of common stock of Hitachi Information Systems for the
past six months (from January 26 to July 24, 2009).
(*) The stock price of Hitachi Information Systems rose following a news report regarding the businessrestructuring 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 using the stock price on July 24, 2009, abusiness day before July 27, 2009. The calculations of the respective premiums on the simple
average of the closing share prices of common stock for the past one month, for the past threemonths and for the past six months were made in the same manner.

On the other hand, according to Hitachi Information Systems, Hitachi Information Systems
had Mizuho Securities Co., Ltd. calculate its equity value to ensure the fairness of theTender Offer Price. Mizuho Securities is a financial adviser as a third party. Mizuho
Securities does not fall in a category of Special Related Parties and therefore is independentof Hitachi and Hitachi Information Systems. Mizuho Securities used the DCF method, thecomparable company analysis method and the average market share price method forvaluation.
The DCF method calculates the share value of the Company by discounting all future free
cash flows generated from the Company’s business activities using an estimated discountfactor to their current values, then adding the value of non-operating assets, less net debt.
This method was adopted, as it is considered effective from the financing theory perspective
and is a generally accepted valuation method.
The comparable company analysis method calculates the share value of the Company byselecting more than one company that conducts business operations similar to those of theCompany, and analyzing the percentages of their financial indicators to their aggregate
stock market prices and others.
The average market share price method calculates the share value of the Company based on
the prices of the Company’s shares in the stock market. This method was adopted as theshare price is determined through market competition principle that can be affected by the
number of market participants and the principle need to be considered when evaluating
shares of a public company. The evaluation was based on the average closing price of- more --8-

Hitachi Information Systems’ common stock on the First Section of the Tokyo Stock
Exchange, for the most recent one month, for the most recent three months and for the mostrecent six months on the record date of July 24, 2009
Hitachi Information Systems received the valuation report on its equity value (the“Valuation Report for Hitachi Information Systems”) prepared on July 27, 2009, and heard
an explanation of the valuation results of each analysis method from Mizuho Securities. The
outline of the analysis results on its equity value according to the Valuation Report is asfollows. Hitachi Information Systems did not obtain an opinion on the fairness of the Tender
Offer Price, the so-called Fairness Opinion, from Mizuho Securities, according to theirannouncement.

Analysis methods
DCF method
Comparable company
analysis method
Average market share pricemethodValuation range of Hitachi Information
Systems’per-share price (Yen)
2,774 ～ 4,244
2,537 ～ 3,356
1,753 ～ 2,175

Based on these valuation results, Hitachi Information Systems carefully inspected theTender Offer Price comprehensively taking into account the conditions of the Tender Offer.
As a result, Hitachi Information Systems judged the Tender Offer Price to be at an
appropriate level because the Tender Offer Price exceeds the evaluation by average market
share price and are comparable to the evaluations of DCF method and Comparable
company analysis method.
Hitachi Information Systems has concluded, based on a review of various restructuring
measures with the aim of increasing its enterprise value and the recognition as to thedomestic information services market and the information and telecommunication systems
market, as well as an analysis of the appropriateness of the Tender Offer Price and othermatters, that the Tender Offer will contribute to reinforcement of Hitachi Information
Systems’ operating base, accelerating business strategies and future development, and thatthe terms and conditions of the Tender Offer, including the Tender Offer Price, arereasonable and provide Hitachi Information Systems’ shareholders with an opportunity tosell their shares at a reasonable price. Therefore Hitachi Information Systems has resolved
to approve the implementation of the Tender Offer for the purpose of Hitachi making
Hitachi Information Systems a wholly owned company and recommend that Hitachi- more --9-Information Systems’ shareholders subscribe to the Tender Offer.
2) Legal advice from law officeAccording to Hitachi Information Systems, Hitachi Information Systems appointed
Miyakezaka Sogo Law Offices as its legal adviser and received legal advice concerning theBoard of Directors’ decision-making method and process, etc. of the Tender Offer, to ensure
the fairness and appropriateness of the decision making by Hitachi Information Systems’
Board of Directors concerning the Tender Offer.
3) Approval of all the directors attending the Board of Directors meeting

Furthermore, according to Hitachi Information Systems, Hitachi Information Systems
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. Among
Hitachi Information Systems’ Directors, Takeo Ueno concurrently serves as a director of
Hitachi and therefore did not participate 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 Information Systems.
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 Information Systems 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 Item (1) Outline of the Tender Offer above, Hitachi aims to make Hitachi
Information Systems a wholly owned subsidiary and intends to acquire all the issued sharesof Hitachi Information Systems (exclusive of its treasury stock) through the Tender Offer
and a series of subsequent procedures.
If Hitachi cannot acquire all the issued shares of Hitachi Information Systems (exclusive of
its treasury stock) through the Tender Offer, Hitachi intends to acquire all the issued sharesof Hitachi Information Systems (exclusive of its treasury stock) by the following measures.
Specifically, after the Tender Offer comes into effect, Hitachi intends to request that Hitachi
Information Systems hold an extraordinary general meeting of shareholders (the- more -- 10 -

“Extraordinary Shareholders’ Meeting”), which would include in the agenda Items 1)
through 3) as follows: 1) The Articles of Incorporation of Hitachi Information Systems shallbe partly amended to make Hitachi Information Systems a corporation issuing class shares(shurui kabushiki hakkou kaisha) under the Companies Act; 2) The Articles of Incorporationof Hitachi Information Systems shall be partly amended to the effect that all issued shares ofcommon stock of Hitachi Information Systems shall be appended with a call provision(zenbu-shutoku-joko) (a provision regarding the redeemable right of Hitachi Information
Systems 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 Information
Systems shares shall be issued in exchange for acquiring all the stocks with the callprovision of Hitachi Information Systems (exclusive of its treasury stock).
Furthermore, as Hitachi Information Systems 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
Information Systems. For this purpose, Hitachi will also request that Hitachi Information
Systems 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 Information
Systems will be subject to the call provision and shall be acquired by Hitachi Information
Systems (exclusive of its treasury stock) and a different class of Hitachi Information
Systems shares shall be delivered to such shareholders of Hitachi Information Systems as
consideration for such acquisition by Hitachi Information Systems. Shareholders who are toreceive fractions of the different class of Hitachi Information Systems shares as
consideration will receive cash, which will be obtained through a sale of the different classof Hitachi Information Systems shares that correspond to the sum of all such fractions(including the purchase of a whole or a part of the sum of such fractions by Hitachi
Information Systems) (fractions of the aggregate number to be rounded down) through theprocedures pursuant to Article 234 of the Companies Act and other applicable laws andregulations. The selling price of the different class of Hitachi Information Systems sharescorresponding to the sum of all such fractions (and the cash amount to be delivered to each- more -- 11 -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 andnumber of shares of Hitachi Information Systems to be delivered as consideration for theacquisition of the stocks with the call provision of Hitachi Information Systems have notbeen determined as of today, Hitachi intends to request Hitachi Information Systems todetermine that the shares that must be delivered to shareholders who have not tendered theTender Offer other than Hitachi shall be limited to such fractions of the different class of
Hitachi Information Systems for the purpose of enabling Hitachi to acquire all the issued
shares of Hitachi Information Systems (exclusive of its treasury stock).
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
Information Systems shall be subject to the call provision as stated in agenda Item 2) above,
any shareholder may request that Hitachi Information Systems 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
Information Systems to conduct another method that would have similar effects depending
on such factors as Hitachi’s holding status of Hitachi Information Systems shares after theTender Offer, the holding status of Hitachi Information Systems shares by shareholders
other than Hitachi, or the interpretation of the competent authorities on the applicable laws
and regulations or the like [and such steps might require some time to be successfullycompleted]. Even in such a case, however, Hitachi intends to make Hitachi Information
Systems a wholly owned subsidiary by adopting the method of finally delivering cash toshareholders of Hitachi Information Systems other than Hitachi. In such cases, the resulting
cash amount to be delivered to the relevant shareholders is also expected to be calculated on
the basis of the Tender Offer Price.
The Tender Offer is not intended to solicit shareholders of Hitachi Information Systems tovote in favor of the proposals to be put to the Extraordinary Shareholders’ Meeting and theClass Shareholders’ Meeting.
- more -- 12 -

(5) Likelihood of the Delisting of the Shares and the Reasons thereof
As of the date hereof, the common stock of Hitachi Information Systems is listed on theFirst Section of the Tokyo Stock Exchange. As Hitachi has not set the maximum limit to thenumber of shares to be purchased through the Tender Offer, Hitachi Information Systems
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 shares of Hitachi Information Systems will be delisted in accordance withthe delisting standards because Hitachi intends to hold all the issued shares of Hitachi
Information Systems (exclusive of its treasury stock) in accordance with the procedures set
forth in Item (4) Policy on Matters including Organizational Restructuring after the Tender
Offer (Matters concerning the so-called Two-Step Acquisition). Trading of common stockof Hitachi Information Systems will become unavailable on the Tokyo Stock Exchange
after the delisting.
(6) Matters concerning Material Agreement regarding the Application to the Tender
Offer between the Tender Offeror and Shareholders of the Target Company
Not applicable- more -- 13 -

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

Major Shareholders
and Shareholdings

Hitachi Information Systems, Ltd.
Information processing and network services
System integration
Software development
Equipment and supplies sales
June 15, 1959
2-1, Osaki 1-chome, Shinagawa-ku, Tokyo, Japan
Iwao Hara, President and Chief Executive Officer¥13,162 million (As of March 31, 2009)
Hitachi, Ltd.

51.63%

Japan Trustee Services Bank, Ltd.

13.42%The Master Trust Bank of Japan, Ltd.

4.34%

Hitachi Information Systems Group Employees’
Shareholding Association

1.80%

State Street Bank and Trust Company (Standing proxy:
Mizuho Corporate Bank, Ltd.)

1.57%

Trust & Custody Services Bank, Ltd.

1.48%

NikkoCiti Trust and Banking Corporation

0.89%

Mellon Bank, N.A. as Agent for its Client Mellon Omnibus
US Pension (Standing proxy: Mizuho Corporate Bank, Ltd.)

0.76%

Nomura Asset Management U.K. Limited Sub A/C
Evergreen Nominees Ltd. (Standing proxy: The Bank ofTokyo-Mitsubishi UFJ, Ltd.)

0.68%

Kishu Paper Co., Ltd.

0.67%
(As of March 31, 2009)

CapitalRelationships

Relationships between
the Tender Offeror andthe Target Company

Personnel
Relationships

Transaction
Relationships

Status as a
Related Party

Hitachi holds 22,464,400 shares of Hitachi Information
Systems, equivalent to a shareholding of 51.98% of the total
number of issued shares, including indirect holdings of
0.35%. (As of March 31, 2009)
One Hitachi director sits on Hitachi Information Systems’
Board of Directors.
Hitachi outsources services including system operations
to Hitachi Information Systems, and sells themequipment and supplies sales, etc. Hitachi conducts fundtransactions with Hitachi Information Systems under the
Hitachi Group’s cash pooling system.
Hitachi Information Systems is a consolidated subsidiaryof Hitachi, and therefore a Related Party of Hitachi.

(2) Tender Offer Period- more -- 14 -

1) 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: ¥2,900 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 as a third-party appraiser independent from Hitachi and
Hitachi Information Systems, calculate the equity value of Hitachi Information Systems
shares. To calculate the equity value of Hitachi Information Systems , Nomura Securities
used the average market share price method, the comparable company analysis method andthe DCF method. Hitachi received the Valuation Report for Hitachi today, from Nomura
Securities. (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.) The range ofvaluations per share of common stock of Hitachi Information Systems calculated according
to each method is as follows.
Average market share price method¥1,753 to ¥2,175

Comparable company analysis method¥2,164 to ¥2,572

DCF method¥2,654 to ¥3,688

First, under the average market share price method, Nomura Securities judged the range pershare of common stock to be ¥1,753 to ¥2,175 based on the closing price of Hitachi
Information Systems’ common stock on the First 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 ¥2,164 to ¥2,572, evaluating Hitachi Information Systems’
equity value by comparing share prices and financial indicators such as the profitability of- more -- 15 -

listed companies engaged in relatively similar businesses to those of Hitachi Information
Systems.
Finally, under the DCF method, Nomura Securities judged the range per share of common
stock to be ¥2,654 to ¥3,688 after analyzing enterprise value and equity value by
discounting free cash flows Hitachi Information Systems 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 Information Systems’ estimated future profits from the fiscal year ending March 31,
2010 and later, taking into consideration Hitachi Information Systems’ business plans, amanagement interview conducted to Hitachi Information Systems, 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 Information Systems would accept the Tender Offer; the market share price trend of
Hitachi Information Systems’ common stock; the expected number of subscriptions to theTender Offer; and other factors. Furthermore, taking into account the results ofconsultations and negotiations with Hitachi Information Systems, the final Tender Offer
Price was determined at ¥2,900 per share of common stock by Hitachi’s President and Chief
Executive Officer today.
The Tender Offer Price per share of ¥2,900 represents a premium of 33.3% (rounded to thefirst decimal place) on the closing price of ¥2,175 of common stock of Hitachi Information
Systems on the First Section of the Tokyo Stock Exchange on July 24, 2009*. It also
represents a premium of 40.5% (rounded to the first decimal place) on the simple average of¥2,064 (rounded to the nearest yen) of the closing share prices of common stock of Hitachi
Information Systems for the past month (from June 25 to July 24, 2009), a premium of
51.4% (rounded to the first decimal place) on the simple average of ¥1,915 (rounded to thenearest yen) of the closing share prices of common stock of Hitachi Information Systems
for the past three months (from April 27 to July 24, 2009), and a premium of 65.4%(rounded to the first decimal place) on the simple average of ¥1,753 (rounded to the nearestyen) of the closing share prices of common stock of Hitachi Information Systems for the
past six months (from January 26 to July 24, 2009).
(*) The stock price of Hitachi Information Systems rose following a news report regarding the businessrestructuring 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 using the stock price on July 24, 2009, a- more -- 16 -

business day before July 27, 2009. The calculations of the respective premiums on the simple
average of the closing share prices of common stock for the past one month, for the past threemonths 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 Information Systems, a consolidated subsidiary of Hitachi, currently engages insystem operation, system building and equipment and supplies sales. The Hitachi Group
including Hitachi, Ltd., was quick in initiating approaches to meet changing users’ needs inthe information & telecommunication systems business. These initiatives have achieved
significant progress to this point.
In countries and regions that have already built a certain degree of social infrastructure,
which includes power systems, transportation systems, roads and water and other public
systems, the Hitachi Group intends to utilize that experience, expertise and technologicalcapability to concentrate on the “social innovation business” that fuses the social
infrastructure business with the information & telecommunication systems business.
However, the domestic information service market is currently at a critical turning point.
Interest in system investments has been shifting to users’ demand for hardware and software,and consequently, it is considered that demand for these new information system services,
including the use of packaged software products and systems for shared use, will become adriving force in the market. At this turning point, we believe it essential that the HitachiGroup quickly make large-scale investments in such infrastructure as R&D subjects in theadvanced technologies and put in place foundations that will allow Hitachi to take steps for
globalization so that the Hitachi Group can appropriately cope with market changes andfurther expand businesses in the information service market.
Furthermore, as for the social innovation business, the Hitachi Group considers it necessary
to develop products and packages commensurate with such businesses and swiftly develop
service business foundations for the growth of the social innovation business. Consequently,
the Hitachi Group must invest its management resources in the information &telecommunication systems business.
Under these circumstances, since early April 2009, Hitachi and Hitachi Information
Systems have worked together and continued to discuss and consider various measures forbusiness structural reform with a goal of raising their respective enterprise values. As a
- more -- 17 -

result, Hitachi and Hitachi Information Systems have determined that i) the collaboration
between Hitachi Information Systems and the Hitachi Group could be reinforced byestablishing a closer capital relationship between both corporations; ii) diverse
developments for business expansion can be swiftly conducted by collecting and organicallycombining management resources, such as expertise, human resources and technologicalcapabilities; and iii) more efficient and effective distribution of the Groupwide management
resources should contribute to enabling the Hitachi Group to make large-scale investmentswith the aim of putting in place the appropriate infrastructure and concluded that the
aforementioned initiatives would lead to raising the enterprise value of Hitachi Information
Systems and the Hitachi Group. Both parties therefore reached a judgment that converting
Hitachi Information Systems into a wholly owned subsidiary of Hitachi would beindispensable to that end. Consequently, Hitachi determined to conduct the Tender Offerand 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 as a third-party appraiser independent from Hitachi and
Hitachi Information Systems, calculate the equity value of Hitachi Information Systems.
Hitachi received the Valuation Report for Hitachi todya, from Nomura Securities.
(Hitachi did not obtain an opinion on the fairness 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 Information Systems, Nomura Securities used theaverage market share price method, the comparable company analysis method and the
DCF method. The range of valuations per share of common stock of Hitachi Information
Systems calculated according to each method is as follows.
Average market share price method¥1,753 to ¥2,175

Comparable company analysis method¥2,164 to ¥2,572

DCF method¥2,654 to ¥3,668(iii) Process for Determining the Tender Offer Price Based on the Valuation Report for
Hitachi
Hitachi took into account the valuation results received from Nomura Securities using
each method in its Valuation Report for Hitachi as reference and comprehensively- more -- 18 -

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 Information Systems would accept the Tender Offer; the market
share price trend of Hitachi Information Systems’ common stock; the expected number ofsubscriptions to the Tender Offer; and other factors. Furthermore, taking into account theresults of consultations and negotiations with Hitachi Information Systems, the final
Tender Offer Price was determined at ¥2,900 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 theFairness 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
Information Systems, calculate the equity value of Hitachi Information Systems as one of
the measures to ensure the fairness of the Tender Offer Price.
To calculate the equity value of Hitachi Information Systems, Nomura Securities used theaverage market share price method, the comparable company analysis method and the
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 received from Nomura Securities using
each method in its Valuation Report of Hitachi 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 Information Systems would accept the Tender Offer; the market
share price trend of Hitachi Information Systems’ common stock; the expected number ofsubscriptions to the Tender Offer; and other factors. Furthermore, taking into account theresults of consultations and negotiations with Hitachi Information Systems, the final
Tender Offer Price was determined at ¥2,900 per share of common stock by Hitachi’s
President and Chief Executive Officer today.

- more -- 19 -On the other hand, according to Hitachi Information Systems, Hitachi Information Systems
had Mizuho Securities Co., Ltd. calculate its equity value to ensure the fairness of theTender Offer Price. Mizuho Securities is a financial adviser as a third party. Mizuho
Securities does not fall in a category of Special Related Parties and therefore is independentof Hitachi and Hitachi Information Systems. Mizuho Securities used the DCF method, thecomparable company analysis method and the average market share price method forvaluation.
The DCF method calculates the share value of the Company by discounting all future free
cash flows generated from the Company’s business activities using an estimated discountfactor to their current values, then adding the value of non-operating assets, less net debt.
This method was adopted, as it is considered effective from the financing theory perspective
and is a generally accepted valuation method.
The comparable company analysis method calculates the share value of the Company byselecting more than one company that conducts business operations similar to those of theCompany, and analyzing the percentages of their financial indicators to their aggregate
stock market prices and others.
The average market share price method calculates the share value of the Company based on
the prices of the Company’s shares in the stock market. This method was adopted as theshare price is determined through market competition principle that can be affected by the
number of market participants and the principle need to be considered when evaluating
shares of a public company. The evaluation was based on the average closing price ofHitachi Information Systems’ common stock on the First Section of the Tokyo Stock
Exchange, for the most recent one month, for the most recent three months and for the mostrecent six months on the record date of July 24, 2009.
Hitachi Information Systems received the Valuation Report of Hitachi Information Systems
and heard explanation on the valuation results of each analysis method from Mizuho
Securities. The outline of the analysis results on the equity value of Hitachi Information
Systems according to the Valuation Report of Hitachi Information Systems is as follows.
Hitachi Information Systems did not obtain an opinion on the fairness of the Tender Offer
Price, the so-called Fairness Opinion, from Mizuho Securities, according to theirannouncement.
Analysis methods

Valuation range of Hitachi Information Systems’
per-share price (Yen)- more -- 20 -

DCF method
Comparable company
analysis method
Average market share pricemethod2,774 ～ 4,244
2,537 ～ 3,356
1,753 ～ 2,175

Based on these valuation results, Hitachi Information Systems carefully inspected theTender Offer Price comprehensively taking into account the conditions of the Tender
Offer. As a result, Hitachi Information Systems judged the Tender Offer Price to be at an
appropriate level because the Tender Offer Price exceeds the evaluation by average
market share price and are comparable to the evaluations of DCF method andComparable company analysis method.
Hitachi Information Systems has concluded, based on a review of various restructuring
measures with the aim of increasing its enterprise value and the recognition as to thedomestic information services market and the information and telecommunication
systems market, as well as an analysis of the appropriateness of the Tender Offer Priceand other matters, that the Tender Offer will contribute to reinforcement of Hitachi
Information Systems’ operating base, accelerating business strategies and future
development, and that the terms and conditions of the Tender Offer, including the Tender
Offer Price, are reasonable and provide Hitachi Information Systems’ shareholders with
an opportunity to sell their shares at a reasonable price. Therefore Hitachi Information
Systems has resolved to approve the implementation of the Tender Offer for the purposeof Hitachi making Hitachi Information Systems a wholly owned company andrecommend that Hitachi Information Systems’ shareholders subscribe to the Tender
Offer.
(ii) Legal advice from law officeAccording to Hitachi Information Systems, Hitachi Information Systems appointed
Miyakezaka Sogo Law Offices as its legal adviser and received legal advice concerning
the Board of Directors’ decision-making method and process, etc. of the Tender Offer, toensure the fairness and appropriateness of the decision making by Hitachi Information
Systems’ Board of Directors concerning the Tender Offer.
(iii) Approval of all the directors attending the Board of Directors’ meeting

Furthermore, according to Hitachi Information Systems, Hitachi Information Systems
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- more -- 21 -

resolved to approve the Tender Offer by unanimous approval of the attending Directors.
Among Hitachi Information Systems’ Directors, Takeo Ueno concurrently serves as adirector of Hitachi and therefore did not participate in the discussions and the resolutionof the proposals concerning the resolutions at said meeting to avoid any conflict ofinterest. He refrained from expressing his opinions and was not involved in negotiations
with Hitachi representing Hitachi Information Systems.
(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 Information Systems 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
20,905,832 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 Information Systems may purchase its own shares during the Tender Offer Period, pursuant toapplicable 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 Information Systems through theTender Offer.
4. The maximum number of shares of Hitachi Information Systems to be acquired by Hitachi through theTender Offer is stated in the “Number of Shares to Be Purchased.” This number indicates Hitachi
Information Systems shares (20,905,832 shares) that are to be obtained by deducting the total of thenumber of shares held by Hitachi as of the date hereof (22,315,000 shares) and the number of shares oftreasury stock held by Hitachi Information Systems as of March 31, 2009 (523 shares), from the total
number of issued shares of Hitachi Information Systems as of March 31, 2009 (43,221,355 shares),which are stated in the securities report of the 50th term filed by Hitachi Information Systems on June25, 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

223,150 units— units- more -(Shareholdings immediately
before the Tender Offer: 51.63%)(Shareholdings immediately
before the Tender Offer: — %)

- 22 -

Number of voting rights represented byshares to be purchased by the Tender Offer

209,058 units

Total number of voting rights held by all theshareholders in the Target Company

432,172 units(Shareholdings after theTender Offer: 100.00%)

Notes:
1. The "Shareholdings immediately before the Tender Offer" was calculated using the "Total number ofvoting 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(20,905,832 shares).
4. Because the shares held by respective Special Related Parties (exclusive of its treasury stock held byHitachi Information Systems 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 the Target Company” (100 shares
represent the number of shares per unit (tangen)) indicates the number of voting rights of all theshareholders of Hitachi Information Systems as of March 31, 2009, which is stated in the securities
report of the 50th term filed by Hitachi Information Systems on June 25, 2009. Because all the sharesissued by Hitachi Information Systems (exclusive of treasury stock held by Hitachi Information
Systems) are subject to the Tender Offer, the “Shareholdings after the Tender Offer” was calculatedusing the number of voting rights (432,208 units) relating to the number of shares of Hitachi
Information Systems (43,220,832 shares)—which corresponds to the number derived by deducting
the number of shares of treasury stock held by Hitachi Information Systems as of March 31, 2009
(523 shares) stated in said securities report from the total number of issued shares of Hitachi
Information Systems as of March 31, 2009 (43,221,355 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: ¥60,627 million
Note: The Tender Offer Cost is calculated by multiplying 20,905,832 shares ( Number of Shares to Be
Purchased) by the Tender Offer Price for each share of ¥2,900.

(8) Method of Settlement
1) Name and Location of Head Office of Securities Companies/Banks, etc., in Chargeof Settlement
Nomura Securities Co., Ltd.
- more -- 23 -

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 theconditions 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 of- more -- 24 -

Disclosing the Withdrawal
Upon the occurrence of any event falling under the provisions of Article 14, Paragraph 1,
Items 1.1 or 1.9 and 1.12 or 1.18, Item 2, Items 3.1 or 3.8, Item 4, Item 5 and Article 14,
Paragraph 2, Items 3 or 6 of the Enforcement Regulations of the Financial Instruments andExchange Law (Regulation No. 321 of 1965; including amendment thereof; the“Enforcement Regulations”), Hitachi may withdraw the Tender Offer. If Hitachi decides towithdraw the Tender Offer, it will make a public notice electronically, and publish a noticein 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 asprovided 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 Information Systems 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, it will make a public notice electronically,and publish a notice in the Nihon Keizai Shimbun. Provided, however, that if it is difficult tomake such a public notice by the end of the Tender Offer Period, Hitachi will make anannouncement as provided for in Article 20 of the Ordinance and thereafter give noticewithout 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.
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 share certificatesthrough the Tender Offer Agent intend to cancel agreements relating to the Tender Offer,they should deliver or send a Cancellation Statement for Tender Offer Agreement (the“Cancellation Statement”) along with the tender offer application acceptance receipt to thehead office or nationwide branch offices of the Tender Offer Agent who accepted theapplication, by 3:30 p.m. on the last day of the Tender Offer Period. Provided, however, thatcancellations 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 share certificates through JOINVEST Securities Co., Ltd., the Sub-Agent, intend tocancel agreements relating the Tender Offer, they must complete the cancellation proceduresby 3:30 p.m. on the last day of the Tender Offer Period in accordance with the instructions
on the Sub-Agent’s website (https://www.joinvest.jp/).
- more -- 25 -

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., it will make a public noticeelectronically, and publish a notice in the Nihon Keizai Shimbun detailing the changes.
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 20 of theOrdinance and thereafter give notice without delay. If Tender Offer conditions, etc., arechanged, shares tendered before the public notice will also be purchased under the amended
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
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, Hitaxhi 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.

- more -- 26 -

(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.]

4. Other Information(1) Agreement between the Tender Offeror and the Target Company and/or Its
Directors
According to Hitachi Information Systems, Hitachi Information Systems resolved toapprove the Tender Offer and to recommend that the shareholders of Hitachi Information
Systems subscribe to the Tender Offer at a meeting of its Board of Directors held today.
This meeting was attended by all Directors who have no vested interest with Hitachi, andafter careful discussions, said resolution to approve the Tender Offer was made byunanimous approval of the attending Directors.
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 -- 27 -

(2) Other Information Considered Necessary for Helping Investors Decide Whether to
Subscribe to the Tender Offer
Hitachi Information Systems publicly announced its closing of accounts information for the
first quarter of the 51st fiscal term today, at the Tokyo Stock Exchange. A summary of
Hitachi Information Systems’ 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 Information Systems, 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 51st Business Period(From April 1, 2009 to June 30, 2009)
37,74030,249
6,720
178
113
492

2) Data per Share (yen)Accounting Period

First Quarter of 51st Business Period(From April 1, 2009 to June 30, 2009)

Net income per share
Dividend per share
Net assets per share

11.38－
1,988.23- more -- 28 -

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 -- 29 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 Information
Systems 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 iti 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 Information Systems, 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 most of
its officers are residents outside the U.S., it may be impossible to exercise rights and claims that may beasserted 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.

###

-------------------------------------------------------------------------------------------------------------------

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