Notification of Amendment to Basic Agreement pertaining to Tender Offer for Shares of Subsidiary

Tokyo, Japan, November 24, 2017 --- Hitachi, Ltd. (TSE: 6501, Hitachi ) announced in its press release dated April 26, 2017 titled Notification of Execution of Basic Agreement pertaining to Tender Offer for Shares of Subsidiary and its press release dated October 11, 2017 titled Notification of Commencement of Tender Offer for Shares of Subsidiary ( Hitachi's October 11 Press Release ) that HKE Holdings G.K. (Executor: William Janetschek, HKE ) has commenced a tender offer for common shares of Hitachi Kokusai Electric Inc. (President and Chief Executive Officer: Kaichiro Sakuma, Hitachi Kokusai ), which is a consolidated subsidiary of Hitachi, from October 12, 2017 (the Tender Offer ). Hitachi today announced that for changing the purchase price per share in the Tender Offer (the Tender Offer Price ) to 3,132 yen (2,900 yen before the change) and the amount of the preferred equity investment to be paid by Hitachi to HKE to 15.0 billion yen (13.0 billion yen before the change), it has executed, with HKE and HVJ Holdings Inc. (Representative Director and President: Tatsuo Kimura, HVJ ), a memorandum of understanding (the Additional Amendment Memorandum ) to further amend the Basic Agreement executed on April 26, 2017 (as amended under the Amendment Memorandum (defined in Hitachi's October 11 Press Release), the Original Basic Agreement ) regarding the Transactions (defined in Hitachi's October 11 Press Release), which includes the Tender Offer.

According to the Amendment to the Terms of the Tender Offer for the Shares of Hitachi Kokusai Electric Inc.(Securities Code 6756) announced by HKE ( HKE's November 24 Press Release ), HKE decided today to extend the tender offer period until December 8, 2017, making the total duration of the tender offer period 40 business days, and to change the Tender Offer Price per share from 2,900 yen to 3,132 yen ( Modification of the Terms of Purchase).

We hereby announce that the Transactions, including the Tender Offer, and the amendments made under the Additional Amendment Memorandum have been agreed after multiple discussions and negotiations among Hitachi, Hitachi Kokusai, HKE and HVJ, and that Hitachi intends to execute the Transactions in accordance with the Original Basic Agreement, the Amendment Memorandum, and the Additional Amendment Memorandum.

For matters such as the background leading to the decision by HKE to make the Modification of the Terms of Purchase and the background after October 12, 2017, and the schedule pertaining to the Transactions, please refer to HKE's November 24 Press Release and the Announcement of Opinion regarding the Tender Offer for the Shares of Hitachi Kokusai Electric Inc. by HKE Holdings G.K. after Amending Tender Offer Terms and Conditions announced today by Hitachi Kokusai.

As Hitachi announced in Hitachi's October 11 Press Release, in the case that all of the Shares to be Sold by Hitachi (defined in Hitachi's October 11 Press Release) are sold as a result of the Transactions, it plans to post an extraordinary gain of approximately 69.0 billion yen in gains on sale of affiliated companies' common shares in unconsolidated statement of operations for the fiscal year ending March 31, 2019 (April 1, 2018-March 31, 2019).

About Hitachi, Ltd.Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, delivers innovations that answer society's challenges. The company's consolidated revenues for fiscal 2016 (ended March 31, 2017) totaled 9,162.2 billion yen ($81.8 billion). The Hitachi Group is a global leader in the Social Innovation Business, and it has approximately 304,000 employees worldwide. Through collaborative creation, Hitachi is providing solutions to customers in a broad range of sectors, including Power / Energy, Industry / Distribution / Water, Urban Development, and Finance / Government & Public / Healthcare. For more information on Hitachi, please visit the companys website at http://www.hitachi.com.

Cautionary StatementCertain 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 and trends 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 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 investment in Hitachi's major markets, particularly Japan, Asia, the United States and Europe, as well as levels of demand in the major industrial sectors Hitachi serves;

Exchange rate fluctuations of the yen against other currencies in which Hitachi makes significant sales or in which Hitachi's assets and liabilities are denominated;

Uncertainty as to Hitachi's ability to access, or access on favorable terms, liquidity or long-term financing;

Uncertainty as to general

LINK:	http://www.hitachi.eu/en-gb/press/notification-amendment-basic-agreeme...
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