This share exchange is made for the securities of a Japanese company. The share exchange is subject todisclosure requirements of Japan that are different from those of the United States. It may be difficult foryou to enforce your rights and any claim you may have arising under U.S. federal securities laws, since
the issuer is located in Japan, and most of its officers and directors are residents of Japan. You may not beable to sue a Japanese company or its officers or directors in a Japanese court for violations of the U.S.
securities laws. Furthermore, it may be difficult to compel a Japanese company and its affiliates to subject
themselves to a U.S. court’s judgment. You should be aware that the issuer may purchase securities
otherwise than under the share exchange, such as in open market or privately negotiated purchases.

FOR IMMEDIATE RELEASE

Hitachi and Hitachi Maxell Announce Making Hitachi Maxell
a Wholly Owned Subsidiary of Hitachi via a Share ExchangeTokyo, February 24, 2010 – Hitachi, Ltd. (NYSE: HIT/TSE: 6501, “Hitachi”) and
Hitachi Maxell, Ltd. (TSE: 6810, “Hitachi Maxell”) announced on January 14, 2010,that Hitachi would make Hitachi Maxell its wholly owned subsidiary via a shareexchange with Hitachi as the wholly owning parent company and Hitachi Maxell as
the wholly owned subsidiary (the “Share Exchange”). Agreements have subsequently
been reached on the exchange ratio, effective date and other details of the Share
Exchange, and the two companies hereby announce that they have concluded a shareexchange agreement following today’s decision by Hitachi’s President and Chief
Executive Officer and a resolution at Hitachi Maxell’s Board of Directors’ meeting
held today (the “Share Exchange Agreement”).
Both companies plan to implement the Share Exchange without obtaining approval byresolution at a General Meeting of Shareholders, with Hitachi using a simplified shareexchange (kani kabushiki kokan) procedure pursuant to Article 796, Paragraph 3 of theCompanies Act, and Hitachi Maxell using a summary share exchange (ryakushiki
kabushiki kokan) procedure pursuant to Article 784, Paragraph 1 of the Companies Act.
Hitachi Maxell shares are scheduled for delisting on March 29, 2010 (with a final
trading date of March 26, 2010) prior to the effective date of the Share Exchange(April 1, 2010).

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1.

Purpose of Making Hitachi Maxell a Wholly Owned Subsidiary via the Share
Exchange
As announced in its news releases “Hitachi to Commence Tender Offer for the Sharesof its Subsidiary, Hitachi Maxell” on July 28, 2009, and “Hitachi Amends ‘Hitachi toCommence Tender Offer for the Shares of its Subsidiary, Hitachi Maxell’” on August19, 2009 (collectively the “Tender Offer News Releases”), Hitachi conducted a tender
offer for the shares of Hitachi Maxell from August 20 to October 8, 2009, to make
Hitachi Maxell a wholly owned subsidiary (the “Tender Offer”).
In addition, as noted in their news release “Hitachi and Hitachi Maxell Announce
Method of Making Hitachi Maxell a Wholly Owned Subsidiary of Hitachi (Share
Exchange)” on January 14, 2010, Hitachi and Hitachi Maxell have determined themethod for the share exchange to make Hitachi Maxell a wholly owned subsidiary of
Hitachi, based on the result of the Tender Offer, etc.
The purpose of Hitachi making Hitachi Maxell its wholly owned subsidiary is outlinedin the Tender Offer News Releases and Hitachi Maxell’s announcements“Announcement Concerning Expression of Opinion for Tender Offer by Hitachi Ltd.,for Shares of the Company” on July 28, 2009, and “Hitachi Maxell Amends‘Announcement Concerning Expression of Opinion for Tender Offer by Hitachi, Ltd.
for Shares of the Company’” on August 19, 2009, and is reiterated below.
The Hitachi Group, which consists of Hitachi, its subsidiaries and affiliated companies,
conducts a wide range of business activities from the development, production andsales of offerings to the provision of relevant services in seven industry segments:
Information & Telecommunication Systems; Electronic Devices; Power & Industrial
Systems; Digital Media & Consumer Products; High Functional Materials &Components; Logistics, Services & Others; and Financial Services.
In the severe economic environment of the worldwide structural recession that has
been continuing since the second half of the previous fiscal year, the Hitachi Group
must urgently optimize the allocation of the entire Group’s resources and accelerate therestructuring of the business portfolio to secure a foundation for future growth. The
Group policy is to focus on the social innovation business to improve social
infrastructure that is supported by highly reliable and efficient information andcommunication technologies.
To reinforce this social innovation business, the Hitachi Group believes it is necessary
to concentrate its business resources on the lithium ion batteries business, which will
be a key device of the industry along with motors, invertors and power semiconductors.
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Hitachi considers that the lithium ion rechargeable batteries business will also be a coredevice of the social innovation business consisting of information &telecommunication systems business, the power systems business, the environmental,
industrial and transport systems businesses, and the social and urban systems
businesses and of environment-friendly automotive systems business such as hybrid
and electric automobile businesses.
Regarding Hitachi Maxell, Ltd., the dried batteries and magnetic tape divisions of
Nitto Electric Industrial Co., Ltd. (currently Nitto Denko Corp.), were set up
independently as Maxell Electric Industrial Co., Ltd., which commenced operations in
1961 and became Hitachi’s consolidated subsidiary in 1964, changing its corporatename to Hitachi Maxell, Ltd. Currently, in accordance with the long-term vision of“Breakthrough to New Horizons—challenge of seeking fresh possibilities” set in its
medium-term business plan, Hitachi Maxell has been accelerating a change in its
business portfolio to improve profitability and to ensure new growth toward the
medium-term mission of “Change for Growth.” Specifically, Hitachi Maxell isconcentrating its business resources in the priority businesses of “batteries,” “opticalcomponents” and “functional materials & components,” each of which has highpotential of future growth and profitability. Hitachi Maxell promotes differentiationfrom competitors by optimizing its proprietary technologies and the development ofhigh-value-added products to these three business areas. In its core Information
Storage Media business, Hitachi Maxell will pursue higher profitability by introducing
new products and reducing costs to restructure businesses.
Hitachi Maxell has been steadily expanding the business related to lithium ion
rechargeable batteries, which is the core product line of its batteries business, one of its
priority businesses. Specifically, in addition to products for mobile phones, which had
been a main business field, Hitachi Maxell aims to expand its batteries business into
power tools and electric-supported bicycles fields by developing new cylindrical
products and laminated products in addition to conventional prismatic lithium ion
rechargeable batteries. In February 2009, to supply electrode materials not only for
consumer use but also for use in automobiles and industries, Hitachi Maxell
established a new electrode manufacturing plant with high-speed and high-precision
coating systems that harness its outstanding proprietary technologies.
The Hitachi Group and Hitachi Maxell have reinforced their collaborations in thelithium ion rechargeable batteries business. For instance, Hitachi and Hitachi Maxell
have been using Hitachi’s laboratories to develop consumer-use lithium ion
rechargeable batteries.
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In 2004, Hitachi Maxell and Hitachi both invested in Hitachi Vehicle Energy, Ltd.,
which was established by the Hitachi Group and develops and sells lithium ion
rechargeable batteries for automobiles. Harnessing Hitachi Maxell’s technologicalexperience accumulated in the development and manufacture of consumer-use compact
lithium ion rechargeable batteries, Hitachi and Hitachi Maxell have been collaboratingin the research and development of highly reliable and safe lithium ion rechargeable
batteries for automobiles and such collaborations have produced significant results indesign, development and manufacturing of such products.
As announced in the news release dated April 17, 2009 by Hitachi titled “Promotion of
the lithium ion rechargeable batteries business,” the Hitachi Group decided to further
reinforce collaborations with Group companies including Hitachi Maxell, Shin-Kobe
Electric Machinery Co., Ltd. and Hitachi Vehicle Energy, Ltd., under its businessstrategy toward overall optimization, to promote a systems business using lithium ion
rechargeable batteries and other rechargeable batteries as one of the core businesses.
The Hitachi Group aims to strengthen its lithium ion rechargeable batteries related
business with high quality and performance such as consumer-use lithium ion
rechargeable batteries shipped a cumulative total of 600 million cells without recalled
products (for collection and repair) and in-vehicle lithium ion rechargeable batteries
promoted as commercialization of pioneering products. We also established the Battery
Systems Division as of April 1, 2009, to integrate the lithium ion rechargeable
batteries-related businesses across the Hitachi Group. In addition, the Hitachi Group
newly established the Advanced Battery Research Center for R&D of materials fornext-generation batteries.
In the business field of rechargeable batteries centering on lithium ion rechargeable
batteries, although high growth is expected by the expansion of the market for products
in which such batteries are used and their new applications, there is concern overintensifying competition due to an increase of new entrants in the consumer-use
products business, among which there is pressure to lower the prices of finishedproducts. There is also the strong public demand for the establishment of acomprehensive global environment and energy saving-related system based on lithium
ion rechargeable batteries in the automobile and industrial sectors. Rechargeable
batteries including lithium ion rechargeable batteries are essential to makeinternal-combustion systems electric-driven and for practical application of new energythat replaces fossil fuels. The Hitachi Group must reinforce a system that can flexibly
address such customer needs in order to improve its growth and profitability of the
Hitachi Group in the lithium ion rechargeable batteries business.
Under such circumstances, since the end of March 2009, Hitachi and Hitachi Maxell- more --5-have discussed various measures to improve the enterprise value of both companies
and concluded that Hitachi’s acquisition of Hitachi Maxell and making it a wholly
owned subsidiary to establish a more stable capital relationship would be very
beneficial to enhance the enterprise value not only of Hitachi Maxell but also of theentire Hitachi Group.
Specifically,
1) First, Hitachi and Hitachi Maxell believe that both companies can favorably
survive the competition in the automobile, industrial sectors and railway
vehicles by aggressively combining the lithium ion batteries development
capability, mass production technology and other tangible and intangible assets
in the lithium ion batteries-related business areas that Hitachi Maxell has
acquired in the consumer products field and Hitachi’s system capability anddiverse business infrastructure, which are expected to become a reliable part ofproposals for system solutions in industrial sectors where future development is
expected. By combining all such capabilities and assets, Hitachi and Hitachi
Maxell can enhance the development capability of products using lithium ion
rechargeable batteries in these fields and accelerate the exploration of new
applications. Hitachi and Hitachi Maxell also believe that Hitachi’s systemsolutions in the industrial sector will significantly differentiate both companies
from other consumer product manufacturers that produce lithium ion
rechargeable batteries by expanding the lithium ion batteries business that is a
key device of the social innovation business along with motors, invertors andpower semiconductors and by enhancing solution proposals which is integrated
with such lithium-ion rechargeable batteries business and social and industry
systems.
2) Further, concerning research and development, in the markets for in-vehicle
products and products for industrial and social infrastructure where future
growth is expected, there will be many opportunities to apply Hitachi’s researchresources for products and services and it will be relatively easier forcollaborations between Hitachi Maxell and Hitachi to lead to tangible results.
Both companies expect tighter technological collaborations based on the
integrated management of the Hitachi and Hitachi Maxell to generate significant
synergies.
3) In the promising lithium ion batteries business, competitors will also concentrate
their business resources in this field. However, Hitachi Maxell’s competitivenessis expected to be substantially improved by reinforcing the capital relationshipwith Hitachi. Through the integration, Hitachi Maxell will receive further credit,
supported by the Hitachi’s sturdy financial base, thereby enabling Hitachi
Maxell to make flexible judgments for larger-scale investments.
- more --6-4) In addition, by reinforcing the capital relationship between Hitachi Maxell and
Hitachi, it will become possible to reduce the investment burden of Hitachi
Maxell by sharing manufacturing lines with other Group companies such as
Hitachi Vehicle Energy which engages in the manufacture of in-vehicle
large-scale lithium ion rechargeable batteries. That will help reinforce the Groupwide cost competitiveness too. Optimizing the Hitachi Group’s operating basemore than ever, such fundamental advances will become possible.
It is also expected that Hitachi making Hitachi Maxell a wholly owned subsidiary andthe establishment of a more stable capital relationship will be beneficial to Hitachi
Maxell’s businesses other than the batteries business as well.
Specifically, with regard to computer tapes and video tapes for broadcasting, for which
Hitachi Maxell holds high market shares, and storage and broadcasting andtelecommunications equipment, on which Hitachi’s Information & Telecommunication
Systems Group has been focusing, equipment and media has been developed at
separate companies. In the future, however, Hitachi can expect faster productdevelopment and the acquisition of more customers through the collaboration between
Hitachi Maxell and Hitachi, harnessing each company’s specialties and converging thedevelopment resources of both companies. It will also become possible to offer
increasingly valuable and optimal solutions to customers. With regard to camera lensand optical pickup lens, which are mainstay products in the optical components
business on which Hitachi Maxell is focusing, such as the lens for finger veinauthentication systems, monitoring camera systems for crime prevention, in-vehicle
cameras and BD/DVD/CD all-compatible drives that the Hitachi Group hascommercialized, cooperation from the development stage will make it possible todifferentiate them from other companies’ products and reinforce productcompetitiveness. Furthermore, as for adhesive tapes and adhesion technology in
Hitachi Maxell’s Functional Materials & Components business, further reinforcementof competitiveness can be expected in the automobile and electronics fields developedby the Hitachi Group. In the medical field as well, synergies and the exploration of
new markets can be expected, with such medical equipment as blood measurement
devices and biomaterials and components such as bio-beads for DNA analysis. In
addition, by optimizing the “Maxell” brand and sales channel that Hitachi Maxell has
nurtured worldwide, significant reinforcement of Hitachi’s consumer products sales
capability can be expected.
Through reinforcement of the capital relationship between Hitachi and Hitachi Maxellin these ways, integrated business management will help optimize all the businesses
conducted by Hitachi Maxell including the “batteries” business, thereby enabling- more --7-larger-scale and more effective investments compared with utilization of businessresources such as for R&D and capital investments conducted solely by Hitachi or
Hitachi Maxell.
Hitachi intends to reinforce Hitachi Maxell’s businesses, even after making it a wholly
owned subsidiary, by not only respecting Hitachi Maxell’s self-initiatives andindependence but also paying attention to Hitachi Maxell’s business features and the
management that can fully utilize the operational and structural strength.
After making Hitachi Maxell its wholly owned subsidiary, Hitachi will strive forconsistent growth of Hitachi Maxell in its priority areas by reinforcing Hitachi
Maxell’s R&D capability and productivity through a stronger relationship with the
Hitachi Group and the effective use of business resources.
Hitachi believes that the reinforcement of Hitachi Maxell’s business base andmanagement base by such a strong relationship will lead to the improvement of theenterprise value of Hitachi Maxell and the entire Hitachi Group.
2. Summary of the Share Exchange(1) Schedule of the Share Exchange
President and Chief Executive Officer’s decision
to conduct the Share Exchange (Hitachi)
Resolution at the Board of Directors’ meeting toconduct the Share Exchange (Hitachi Maxell)
President and Chief Executive Officer’s decision
to conclude the Share Exchange Agreement(Hitachi)Resolution at the Board of Directors’ meeting toconclude the Share Exchange Agreement(Hitachi Maxell)
Conclusion of the Share Exchange Agreement(Hitachi and Hitachi Maxell)
Final trading date (Hitachi Maxell)
Delisting date (Hitachi Maxell)
Scheduled execution date (effective date)Thu. January 14, 2010Thu. January 14, 2010
Wed. February 24, 2010
Wed. February 24, 2010
Wed. February 24, 2010
Fri. March 26, 2010 (planned)
Mon. March 29, 2010 (planned)
Thu. April 1, 2010 (planned)

Note: Both companies plan to implement the Share Exchange without obtaining approval by resolution at
a General Meeting of Shareholders, with Hitachi using a simplified share exchange procedurepursuant to Article 796, Paragraph 3 of the Companies Act, and Hitachi Maxell using a summary
share exchange procedure pursuant to Article 784, Paragraph 1 of the Companies Act.

- more --8-(2) Share Exchange Method
Under the Share Exchange, Hitachi will be the wholly owning parent company in shareexchange and Hitachi Maxell the wholly owned subsidiary in share exchange.
Furthermore, both companies plan to implement the Share Exchange without obtaining
approval by resolution at a General Meeting of Shareholders, with Hitachi using asimplified share exchange procedure pursuant to Article 796, Paragraph 3 of theCompanies Act, and Hitachi Maxell using a summary share exchange procedurepursuant to Article 784, Paragraph 1 of the Companies Act.
(3) Details of the Allotment related to the Share Exchange
Hitachi, Ltd.
Hitachi Maxell, Ltd.
(Wholly Owning Parent(Wholly Owned Subsidiary in
Company Name
Allotment related to
the Share Exchange
Number of shares to bedelivered under
the Share Exchange

Company in Share Exchange)

Share Exchange)

1

5.66

31,164,967 shares of common stock (planned)

Notes:
1. Share allotment ratio
5.66 shares of Hitachi will be allotted and delivered for each share of Hitachi Maxell. However, noallotment of shares will be made under the Share Exchange for Hitachi Maxell shares held by Hitachi(90,553,354 shares as of February 24, 2010).
2.

Number of shares to be delivered under the Share Exchange
Upon the Share Exchange, Hitachi will deliver to Hitachi Maxell shareholders (other than Hitachi)
immediately prior to the time at which it acquires all of the outstanding Hitachi Maxell shares(exclusive of those shares held by Hitachi) under the Share Exchange (the “Record Time”) Hitachi
shares equivalent in number to 5.66 multiplied by the total number of Hitachi Maxell shares held by
each Hitachi Maxell shareholder in exchange for those shares of Hitachi Maxell. Furthermore,
Hitachi Maxell’s Board of Directors, at a meeting to be held by the day before the effective date of
the Share Exchange, will resolve to cancel all of the treasury stock (including that acquired as a resultof an application for purchase exercised by dissenting shareholders as per Article 785, Paragraph 1 of
the Companies Act regarding the Share Exchange) by the Record Time.
There is the possibility that the number of Hitachi shares to be delivered could be amended due tofactors such as Hitachi Maxell’s cancellation of treasury stock.
In addition, the Hitachi shares to be delivered are scheduled to be shares of treasury stock held.
However, there is the possibility that a portion of these shares will be newly issued, depending on
the number of Hitachi Maxell’s treasury stock to be cancelled by the Record Time as well as thenumber of shares to be delivered under Hitachi’s share exchange with Hitachi Plant Technologies,
Ltd. to be conducted on the effective date of April 1, 2010.

3.

Handling of less-than-one-unit shares (tangen-miman-kabushiki)
Shareholders who will hold less-than-one-unit shares of Hitachi as a result of the Share Exchange
may make use of one of the methods below with regard to Hitachi shares. Less-than-one-unit sharescannot be sold on financial instrument exchanges.
1) Additional purchase system for less-than-one-unit shares (additional purchase of up to 1,000
shares)A system under which shareholders that hold less-than-one-unit shares of Hitachi may
additionally purchase the incremental number of Hitachi shares to make one unit (tangen)(1,000 shares).

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-92)

4.

Purchase system for less-than-one-unit shares (sale of less-than-one-unit shares)
A system under which shareholders that hold less-than-one-unit shares of Hitachi may request
Hitachi to repurchase those less-than-one-unit shares held.

Treatment of fractions of less than one (1) share
If the number of Hitachi shares to be delivered through the Share Exchange includes a fraction of lessthan one share, Hitachi will sell the number of shares equivalent to the sum of all such fractions(fractions of the aggregate number to be rounded down) and will deliver the proceeds of that sale tothose Hitachi Maxell shareholders who are to receive such fractions in proportion to the fractions
attributed to them pursuant to Article 234 of the Companies Act and other applicable laws andregulations.

(4) Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights
under the Share Exchange
Hitachi Maxell does not have any outstanding issues of stock acquisition rights orbonds with stock acquisition rights.
3.

Basis of Calculation, etc., for the Details of the Allotment related to the Share
Exchange(1) Basis of Calculation
In order to ensure fairness and adequacy in determining the share exchange ratio for
the Share Exchange (the “Share Exchange Ratio”), each company individually
requested a third-party appraiser independent of Hitachi and Hitachi Maxell to
calculate the share exchange ratio. Hitachi designated Nomura Securities Co., Ltd., as
its third-party appraiser and Hitachi Maxell designated Nikko Cordial Securities Inc.,
as its third-party appraiser.
Nomura Securities analyzed the Tender Offer conducted prior to the Share Exchange,
as well as its terms and conditions and its results, etc., and for Hitachi, in light of thefact that Hitachi shares are listed on the financial instrument exchanges and that market
values are available, made a calculation using the average market share price method(in view of various terms and conditions, based on the closing price on the First
Section of the Tokyo Stock Exchange on the record date of February 22, 2010, and theaverage closing prices for each trading day during the most recent one-week period,
from February 16 to February 22, 2010, the most recent one-month period, fromJanuary 25 to February 22, 2010, and the period from December 8, 2009, the business
day immediately following the issuing of Hitachi’s December 7, 2009, news release
titled, “Determination of Offer Price and Selling Price for Issuance and Sale of Shares
and Conversion Price and Other Conditions for Issuance of Convertible Bond Type
Bonds with Stock Acquisition Rights,” to February 22, 2010).
For Hitachi Maxell, in light of the fact that Hitachi Maxell shares are listed on thefinancial instrument exchanges and that market values are available, Nomura- more -- 10 -

Securities made a calculation using the average market share price method (in view ofvarious terms and conditions, based on the closing price on the First Section of theTokyo Stock Exchange on the record date of February 22, 2010, and the averageclosing prices for each trading day during the most recent one-week period, fromFebruary 16 to February 22, 2010, the most recent one-month period, from January 25
to February 22, 2010, and the period from December 8, 2009, the business day
immediately following the issuing of Hitachi’s December 7, 2009, news release titled,“Determination of Offer Price and Selling Price for Issuance and Sale of Shares andConversion Price and Other Conditions for Issuance of Convertible Bond Type Bonds
with Stock Acquisition Rights,” to February 22, 2010). In addition, given the existenceof multiple similar listed companies that are comparable to Hitachi Maxell, Nomura
Securities made a calculation using the comparable company analysis method, since it
is possible to analogize the equity value by this method. Nomura Securities also madea calculation using the discounted cash flow method (the “DCF” method) to reflect thevalue of Hitachi Maxell’s future business activities.
These calculations resulted in the following ranges of share exchange ratios per Hitachi
share.
Methods used
Average market share price method
Comparable company analysis method
DCF method

Calculation results of share exchange ratio
5.66 — 5.93
4.65 — 4.82
5.29 — 6.37

On the other hand, Nikko Cordial Securities analyzed the Tender Offer conducted prior
to the Share Exchange, as well as its terms and conditions and its results, etc., and for
Hitachi Maxell, in light of the fact that Hitachi Maxell shares are listed on the financial
instrument exchanges, and that market values are available, made a calculation using
the average market share price method (in view of various terms and conditions, withthe record date of February 22, 2010, based on the average closing prices on the First
Section of the Tokyo Stock Exchange for each trading day during the most recent
one-month period, from January 25 to February 22, 2010 and the most recent
three-month period, from November 24, 2009 to February 22, 2010). In addition, given
the existence of multiple similar listed companies that are comparable to Hitachi
Maxell, Nikko Cordial Securities made a calculation using the comparable company
analysis method because it is possible to analogize the equity value by this method.
Nikko Cordial Securities also made a calculation using the DCF method to reflect thevalue of Hitachi Maxell’s future business activities. For Hitachi, in light of the fact that
Hitachi shares are listed on the financial instrument exchanges and that market values
are available, Nikko Cordial Securities made a calculation using the average market- more -- 11 -

share price method (in view of various terms and conditions, with the record date of
February 22, 2010, based on the average closing prices on the First Section of theTokyo Stock Exchange for each trading day during the period from February 5, 2010,
the business day immediately following the issuing of Hitachi’s February 4, 2010,
news release titled, “Hitachi Announces Revisions of Consolidated Business Forecasts
for Fiscal 2009,” to February 22, 2010, the most recent one-month period, fromJanuary 25 to February 22, 2010, the period from December 8, 2009, the business day
immediately following the issuing of Hitachi’s December 7, 2009, news release titled,“Determination of Offer Price and Selling Price for Issuance and Sale of Shares andConversion Price and Other Conditions for Issuance of Convertible Bond Type Bonds
with Stock Acquisition Rights,” to February 22, 2010 and the most recent
three-month period, from November 24, 2009 to February 22, 2010). These
calculations resulted in the following ranges of share exchange ratios per Hitachi share.
Methods used
Average market share price method
Comparable company analysis method
DCF method

Calculation results of share exchange ratio
5.52 — 6.21
3.31 — 5.20
4.25 — 6.00

(2) Basis of the Valuation
Hitachi and Hitachi Maxell carefully considered the calculation results of the shareexchange ratio received from the third-party appraisers. The two companies alsostudied the terms and conditions and outcome of the Tender Offer as well as the market
value level of Hitachi shares and other various factors. Based on these considerations,they conducted numerous negotiations and consultations on the evaluation of Hitachi
Maxell shares using the equivalent in value to the Tender Offer Price as a standard as
described in the Tender Offer News Releases. As a result, Hitachi and Hitachi Maxell
have concluded that the Share Exchange Ratio in 2.(3) “Details of the Allotment
related to the Share Exchange” above is adequate and that the ratio will not harm theinterests of either company’s shareholders. Therefore, Hitachi and Hitachi Maxell
concluded a share exchange agreement to conduct the Share Exchange using the shareexchange ratio in 2.(3) “Details of the Allotment related to the Share Exchange” above
following the decision by Hitachi’s President and Chief Executive Officer and theresolution at Hitachi Maxell’s Board of Directors’ meeting.
With the calculation results of the share exchange ratio provided by the aforementioned
third-party appraisers, no opinions are being expressed with regard to the fairness of
the Share Exchange Ratio.
If any major changes were to emerge in the terms and conditions used as the basis of- more -- 12 -

the calculation, the share exchange ratio may be changed through consultations
between the both companies.
(3) Relationship with Third-Party Appraisers
Nomura Securities, Hitachi’s third-party appraiser, and Nikko Cordial Securities,
Hitachi Maxell’s third-party appraiser, are independent of both Hitachi and Hitachi
Maxell, and neither is a Related Party to Hitachi or Hitachi Maxell. There are no
significant conflicts of interest.
(4) Likelihood of and Reason for Delisting of Shares
As Hitachi Maxell will become a wholly owned subsidiary of Hitachi as of theeffective date of the Share Exchange (scheduled for April 1, 2010), Hitachi Maxell
shares are scheduled to be delisted on March 29, 2010 (with March 26, 2010, as the
final trading date). Trading of Hitachi Maxell shares will become unavailable on theTokyo Stock Exchange and the Osaka Securities Exchange after the delisting.
The Hitachi shares allotted to Hitachi Maxell shareholders under the Share Exchange
will be listed on the Tokyo Stock Exchange, the Osaka Securities Exchange and otherfinancial instrument exchanges following the delisting of Hitachi Maxell shares, andwill be able to be traded on financial instrument exchanges on and after the effective
date of the Share Exchange. In this way, share liquidity will continue to be provided to
Hitachi Maxell shareholders that hold at least 177 shares of Hitachi Maxell and who
under the Share Exchange will receive an allotment of at least 1,000 shares,
constituting one unit of Hitachi shares.
On the other hand, Hitachi Maxell shareholders that hold fewer than 177 shares ofHitachi Maxell will receive an allotment of fewer than 1,000 Hitachi shares, which isless than one unit. These less-than-one-unit shares cannot be sold at a financial
instruments exchange, but shareholders holding these less-than-one-unit shares canrequest that Hitachi repurchase those less-than-one-unit shares. They may also
additionally purchase from Hitachi the incremental number of shares to make one unit.
Please refer to 2.(3), Note 3, “Handling of less-than-one-unit shares(tangen-miman-kabushiki),” for details on the handling of these shares. Please refer to2.(3), Note 4, “Treatment of fractions of less than one (1) share,” for details on thehandling of fractions of less than one share that result from the Share Exchange.
The purpose of making Hitachi Maxell a wholly owned subsidiary via the Share
Exchange is as per the above 1. “Purpose of Making Hitachi Maxell a Wholly Owned
Subsidiary via the Share Exchange,” and the delisting of Hitachi Maxell shares is notin itself the purpose.
- more -- 13 -

(5) Measures to Ensure Fairness
As of today, Hitachi holds 90.98% of the total number of issued shares of Hitachi
Maxell. Therefore, in order to ensure fairness and adequacy with regard to details of
the allotment related to the Share Exchange, both companies individually requested thecalculation of a share exchange ratio by independent third-party appraisers as outlinedin the above 3.(1) “Basis of Calculation,” and received the results. Taking into accountthe results, the two companies have conducted considerations, negotiations andconsultations and thus decided to conduct a share exchange using the agreed shareexchange ratio. Furthermore, neither company has obtained an opinion on the fairnessof the share exchange ratio, the so-called Fairness Opinion from those third-party
appraisers.
(6) Measures to Avoid Conflicts of Interest
As of today, Hitachi holds 90.98% of the total number of issued shares of Hitachi
Maxell. Therefore, Hitachi Maxell has adopted the following measures to avoid
conflicts of interest within Hitachi Maxell.
1) Passing Board of Directors’ resolutions with the unanimous approval of all directors
other than those serving concurrently as a director at another Hitachi Group
company
To avoid any conflict of interest, Hitachi Maxell directors Michiharu Nakamura, who
concurrently serves as a director of Hitachi, and Isao Uchigasaki, who concurrently
serves as a director of a Hitachi subsidiary, have not participated in the deliberations
and resolution concerning the Share Exchange at meetings of Hitachi Maxell’s Boardof Directors, and have not been involved in consultations or negotiations with Hitachi
representing Hitachi Maxell. In addition, Yoshito Tsunoda who will serve as SeniorVice President and Executive Officer of Hitachi starting from April 1, 2010, has notparticipated in the deliberations and resolution concerning the Share Exchange, and has
not been involved in consultations or negotiations with Hitachi representing Hitachi
Maxell after the recognition of this scheduled appointment to avoid any conflict ofinterest. All of Hitachi Maxell’s directors except for Mr. Tsunoda, Mr. Nakamura andMr. Uchigasaki attended the Hitachi Maxell Board of Directors’ meeting, andunanimously approved the conclusion of the Share Exchange Agreement.
2) Receipt of advice from an independent law officeHitachi Maxell’s Board of Directors appointed Nagashima Ohno & Tsunematsu, a law
office independent of both Hitachi and Hitachi Maxell, as an advisor and received theirlegal advice concerning the various procedures related to the Share Exchange
including the Board of Directors’ decision-making methods and process.
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4.

(1)
(2)
(3)
(4)

Outline of the Companies Involved in the Share Exchange (Note 1)
Wholly Owning Parent
Wholly Owned Subsidiary
Company in Share Exchange
in Share Exchange
Corporate Name
Hitachi, Ltd.
Hitachi Maxell, Ltd.
6-6, Marunouchi 1-chome,
1-88, Ushitora 1-chome,
Head Office
Chiyoda-ku, Tokyo
Ibaraki-shi, Osaka
Yoshito Tsunoda,
Name and Title
Takashi Kawamura,President and Chief Executiveof Representative Chairman, President and Chief
Officer
Executive Officer
Description of
Manufacturing and marketing ofDevelopment, production, sale
Businesses
Information Storage Media,
and service of products relatedBatteries andto Information &Material-Device-Electronic
Telecommunication Systems
and Power & Industrial Systems. Appliances.

(5)

Paid-in Capital¥408.8 billion (As of February
24, 2010) (Note 2)¥12.2 billion (As of February 24,
2010)

(6)

Date Established
Total Number ofIssued Shares

February 1, 1920
4,518,126,056 shares (As of
February 24, 2010) (Note 2)
March 31

September 3, 1960
99,532,133 shares (As of
February 24, 2010)
March 31358,287 (consolidated)

4,587 (consolidated)

(7)
(8)
(9)

Year-end
Number of
Employees(10) Principal Clients(11) Principal Banks(12) Major
Shareholders andShareholdings

Private sectors and public offices Private sectors and public offices
in Japan and overseas
in Japan and overseas
The Bank of Tokyo-Mitsubishi
Mizuho Corporate Bank, Ltd.
UFJ, Ltd.
The Bank of Tokyo-Mitsubishi
Mizuho Corporate Bank, Ltd.
UFJ, Ltd.
Mitsubishi UFJ Trust and Banking
Corporation
The Master Trust Bank of Japan,
Ltd. (Trustee Account) 5.65%
NATS CUMCO
4.46%
Japan Trustee Services Bank,
Ltd. (Trustee Account) 4.05%

Hitachi, Ltd.
51.37%CREDIT SUISSE SEC(EUROPE) LTD PB SEC INTNON-TR CLT
4.01%
Japan Trustee Services Bank, Ltd.
3.87%

(13) Relationships between the Companies Involved
Hitachi holds 90,553,354 shares of Hitachi Maxell, equivalent to a
Capitalshareholding of 90.98% of the total number of issued shares. (As ofRelationships
February 24, 2010)
Personnel
Relationships
Transaction
Relationships

One Hitachi director sits on Hitachi Maxell’s Board of Directors.

Status as a
Related Party

Hitachi Maxell is a consolidated subsidiary of Hitachi, and therefore a
Related Party of Hitachi.

Hitachi conducts fund transactions with Hitachi Maxell under the
Hitachi Group’s cash pooling system.

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(14) Financial Position and Business Results in Recent Three Years (Note 3)
Hitachi, Ltd.
Hitachi Maxell, Ltd.
Years ended(Consolidated, U.S. GAAP)(Consolidated, J GAAP)
March 31
2007
2008
2009
2007
2008
2009
Net assets
2,442,797 2,170,612 1,049,951
195,862
192,074
164,207
Total assets 10,644,259 10,530,847 9,403,709
262,640
262,491
216,823
Net assets
per share
734.66652.95315.862,039.77
1,999.65
1,709.39(Yen)
Revenues
10,247,903 11,226,735 10,000,369
202,240
209,359
172,652
Operatingincome182,512345,516
127,1467,940
6,464(2,336)(loss)(Note 4)
Ordinary
income
―
―
―
9,062
5,534
(1,524)(loss)(Note 5)
Net income(32,799)(58,125)(787,337)
2,896
1,671
(24,146)(loss)Net income(loss) per(9.84)(17.48)(236.86)
30.16
17.40
(251.36)
share (Yen)Dividend
per share
6.00
6.00
3.00
20.00
20.00
20.00
(Yen)
Notes:
1. As of September 30, 2009, unless otherwise specified.
2. Changes in paid-in capital and the total number of issued shares due to exercise of stock acquisition rights
attached to bonds with stock acquisition rights from February 1 to February 24, 2010, have not been
considered.
3. Millions of yen unless otherwise specified.
4. Hitachiʼs operating income is presented in accordance with financial reporting principles and practices
generally accepted in Japan.
5. Hitachi omits the figures for ordinary income because it has adopted U.S. GAAP for its consolidated financial
results.

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5. Status of the Company after the Share Exchange
Wholly Owning Parent Company in Share Exchange(1) Corporate Name
Hitachi, Ltd.
(2) Head Office
6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo(3) Name and Title of
Hiroaki Nakanishi,
Representative
President (Note 1)
Development, production, sale and service of(4) Description of Businesses
products related to Information &Telecommunication Systems and Power & Industrial
Systems(5) Paid-in Capital¥408.8 billion (Note 2)(6)Year-end
March 31
(7) Net Assets
To be determined(8)Total Assets
To be determined
Notes:
1.
Hitachi decided to change President on April 1, 2010, in accordance with a resolution at the Board of
Directors’ meeting held on February 4, 2010, as stated in its announcement of the same day, “Hitachi
Announces Changes to Top Managements.”
2.
Changes in paid-in capital due to the exercise of stock acquisition rights attached to bonds with stockacquisition rights from February 1, 2010 to the effective date of the Share Exchange have not been considered.

6. Outline of Accounting Treatment
The Share Exchange is expected to fall under transactions with minority shareholders,among transactions under common control, etc.
7. Future Outlook
The impact of the Share Exchange on the business results of Hitachi and of Hitachi
Maxell is expected to be negligible.
8. Matters concerning Transactions with Controlling Shareholders
As noted in “Guidelines concerning measures to protect minority shareholders intransactions with controlling shareholders” in Hitachi Maxell’s Corporate Governance
Report of November 30, 2009, it is Hitachi Maxell’s policy to carry out transactions
with Hitachi and within the Hitachi Group based on fair market prices.
With regard to the Share Exchange in which Hitachi Maxell’s controlling shareholder,
Hitachi, will become the wholly owning parent company and Hitachi Maxell will
become the wholly owned subsidiary, Hitachi Maxell has implemented the measures
outlined in the above 3.(5) “Measures to Ensure Fairness” and 3.(6) “Measures to
Avoid Conflicts of Interest,” to ensure fairness and avoid conflicts of interest, andHitachi Maxell considers those measures to be consistent with this policy.
Furthermore, “Guidelines concerning measures to protect minority shareholders in- more -- 17 -

transactions with controlling shareholders” is as follows.
It is the Company’s policy to carry out transactions with parent company Hitachi, Ltd.
and within the Hitachi Group based on fair market prices.

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(Reference)
Outlook for Fiscal 2009 and Consolidated Financial Results for Fiscal 2008
Hitachi (Outlook for Fiscal 2009 was disclosed on February 4, 2010)(Millions of yen)

Revenues
Outlook for
Fiscal 2009
Consolidated
Financial Resultsfor Fiscal 2008

Net income(loss)
attributable
to Hitachi,Ltd. (Note 2)

IncomeNet income(loss) before(loss)
income taxes(Note 1)

Operatingincome8,700,000

135,000(45,000)(195,000)(210,000)

10,000,369

127,146(289,871)(795,120)(787,337)

Notes:
1.

“Net income (loss)” is the same as “Income before minority interests” reported through Fiscal 2008.

2.

“Net income (loss) attributable to Hitachi, Ltd.” is the same as “Net income” reported through Fiscal 2008.

Hitachi Maxell (Outlook for Fiscal 2009 was disclosed on April 27, 2009)(Millions of yen)

Revenues
Outlook for
Fiscal 2009
Consolidated
Financial Resultsfor Fiscal 2008

Operatingincome (loss)

Ordinary income(loss)Net income(loss)

150,000

2,000

2,400

100

172,652(2,336)(1,524)(24,146)- more -- 19 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 whichindicate future events and trends may identify “forward-looking statements.” Such statements are basedon currently available information and are subject to various risks and uncertainties that could cause
actual results to differ materially from 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 be accurate. 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’smajor markets, particularly Japan, Asia, the United States and Europe, as well as levels of demand in
the major industrial sectors which Hitachi serves, including, without limitation, the information,
electronics, automotive, construction and financial sectors;•

exchange rate fluctuations 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 andthe euro;•

uncertainty as to Hitachi’s ability to access, or access on favorable terms, liquidity or long-term
financing;•

uncertainty as to general market price levels for equity securities in Japan, declines in which may
require Hitachi to write down equity securities that it holds;•

the potential for significant losses on Hitachi’s investments in equity method affiliates;•

legislative and regulatory changes enacted by the new Japanese government;•

increased commoditization of information technology products and digital media-related products
and intensifying price competition for such products, particularly in the Information &Telecommunication Systems, the Electronic Devices and the Digital Media & Consumer Products
segments;•

uncertainty as to Hitachi’s ability to continue to develop and market products that incorporate newtechnology on a timely and cost-effective basis and to achieve market acceptance for such products;•

rapid technological innovation;•

the possibility of cost fluctuations during the lifetime of or cancellation of long-term contracts, forwhich Hitachi uses the percentage-of-completion method to recognize revenue from sales;•

fluctuations in the price of raw materials including, without limitation, petroleum and other materials,
such as copper, steel, aluminum and synthetic resins;•

fluctuations in product demand and industry capacity;•

uncertainty as to Hitachi’s ability to implement measures to reduce the potential negative impact offluctuations in product demand, exchange rates and/or price of raw materials;•

uncertainty as to Hitachi’s ability to achieve the anticipated benefits of its strategy to strengthen its
Social Innovation Business;- more -- 20 •

uncertainty as to the success of restructuring efforts to improve management efficiency by divestingor otherwise exiting underperforming businesses and to strengthen competitiveness and other cost
reduction measures;•

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 andbusiness customs including, without limitation, contract terms and conditions and labor relations;•

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 access to, or ability to protect, certain intellectual property rights,
particularly those related to electronics and data processing technologies;•

uncertainty as to the outcome of litigation, regulatory investigations and other legal proceedings ofwhich the Company, 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;•

the possibility of disruption of Hitachi’s operations in Japan by earthquakes or other natural disasters;•

uncertainty as to Hitachi’s ability to maintain the integrity of its information systems, as well as
Hitachi’s ability to protect its confidential information and that of its customers;•

uncertainty as to the accuracy of key assumptions Hitachi uses to valuate its significant employee
benefit related costs; and•uncertainty as to Hitachi’s ability to attract and retain skilled personnel.

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.

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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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