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S Decision to Make a Share Cash-Out Demand for Shares in the Company, the Company’S Approval of the Share Cash-Out Demand, and Delisting of the Shares in the Company

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S Decision to Make a Share Cash-Out Demand for Shares in the Company, the Company’S Approval of the Share Cash-Out Demand, and Delisting of the Shares in the Company [Translation] April 16, 2020 To Whom It May Concern: Company Name: Hitachi High-Tech Corporation Representative: Masahiro Miyazaki, Executive Officer and President (Code No. 8036, First Section of the Tokyo Stock Exchange) Contact: Michiaki Matsuzaki General Manager, CSR & Corporate Communications Dept. Telephone: +81-3-3504-7111 Announcement Concerning Hitachi, Ltd.’s Decision to Make a Share Cash-Out Demand for Shares in the Company, the Company’s Approval of the Share Cash-Out Demand, and Delisting of the Shares in the Company Tokyo, Japan, April 16, 2020 - As announced in the “Announcement of Results of Tender Offer for Shares in the Company by Hitachi, Ltd., the Controlling Shareholder” dated April 7, 2020, Hitachi, Ltd. (“Hitachi, Ltd.” or the “Special Controlling Shareholder”) conducted a tender offer (the “Tender Offer”) for the common shares in the Company (the “Company Common Shares”) from February 17, 2020 to April 6, 2020, and as a result, as of April 13, 2020 (the commencement date of the settlement of the Tender Offer), Hitachi, Ltd. owned 53,389,540 Company Common Shares (the ratio of the voting rights of the Company Common Shares owned by Hitachi, Ltd. to the voting rights of the Company Common Shares owned by all shareholders of the Company (the “Ownership Ratio” (Note)): 90.55% (rounded to two decimal places)), and became a special controlling shareholder of the Company. (Note) “Ownership Ratio” means the ratio (rounded to two decimal places) of the number of Company Common Shares (137,525,356 shares) as calculated by deducting the number of the Company’s own shares owned by the Company as of December 31, 2019 as stated in the quarterly securities report for the third quarter of the 101st business period submitted by the Company on February 6, 2020 (the “Company Third Quarter Securities Report for the Business Period Ended March 2020”) (213,374 shares, including 74 shares not constituting a full share unit owned by the Company, hereinafter the same) from the total number of issued shares of the Company as of that date as stated in the Company Third Quarter Securities Report for the Business Period Ended March 2020 (137,738,730 shares); hereinafter the same. According to Hitachi, Ltd., although it has come to own no less than 90% of the voting rights of all shareholders of the Company, it failed to acquire all of the Company Common Shares (excluding the Company Common Shares owned by Hitachi, Ltd. and the Company’s own shares that are owned by the Company; hereinafter the same) 1 through the Tender Offer, and accordingly, Hitachi, Ltd. has decided to make a demand (the “Share Cash-Out Demand”) to all of the shareholders of the Company (excluding the Company and Hitachi, Ltd.; the “Shareholders Subject to Cash-Out”) to sell all of the Company Common Shares that they hold (the “Shares Subject to Cash- Out”) to Hitachi, Ltd. pursuant to Article 179, paragraph (1) of the Companies Act (Act No. 86 of 2005, as amended; hereinafter the same), as part of the transaction for the purpose of making the Company a wholly-owned subsidiary of Hitachi, Ltd. by acquiring all of the Company Common Shares (the “Transaction”), as stated in “(5) Policy of Restructuring, Etc. after the Tender Offer (Matters Concerning So-Called Two-Step Acquisition)” of “3. Details, Grounds, and Reasons for the Opinion on the Tender Offer” of the “Announcement of Opinion in Support of Tender Offer for Shares in the Company by Hitachi, Ltd., the Controlling Shareholder, and Recommendation for our Shareholders to Tender in Tender Offer” released by the Company as of January 31, 2020 (the “Opinion Press Release Dated January 31, 2020”). The Company announces that it received a notice regarding the Share Cash-Out Demand from Hitachi, Ltd. as of today, and resolved to approve the Share Cash-Out Demand at its board of directors meeting scheduled today, as detailed below. As a result of the approval of the Share Cash-Out Demand, the Company Common Shares have come to fall within the delisting criteria of the Tokyo Stock Exchange, Inc. (the “TSE”), and will be delisted as of May 18, 2020 after being designated as a soon-to-be delisted stock during the period from today through May 17, 2020. The Company also announces that after the delisting, it will be impossible to trade the Company Common Shares on the TSE. 1. Outline of the Share Cash-Out Demand (1) Outline of the Special Controlling Shareholder (1) Name Hitachi, Ltd. (2) Address 6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo (3) Title and Name of Toshiaki Higashihara, Executive Officer, President & CEO Representative (4) Description of Business Development, production, sale and service of products across 10 segments, consisting of IT, energy, industry, mobility, life, Hitachi High- Tech, Hitachi Construction Machinery, Hitachi Metals, Hitachi Chemical and others (5) Stated Capital JPY 459,862 million (as of December 31, 2019) (6) Date of Incorporation February 1, 1920 (7) The Master Trust Bank of Japan, Ltd. (Trust Account) 7.61% Major Shareholders and Japan Trustee Services Bank, Ltd. (Trust Account) 6.26% Shareholding Ratio (as Hitachi Employees’ Shareholding Association 2.13% of September 30, 2019) Nippon Life Insurance Company 1.96% Japan Trustee Services Bank, Ltd. (Trust Account 5) 1.95% 2 STATE STREET BANK AND TRUST COMPANY 505001 1.84% (Standing proxy: Mizuho Bank, Ltd.) STATE STREET BANK AND TRUST COMPANY 505223 1.83% (Standing proxy: Mizuho Bank, Ltd.) JP MORGAN CHASE BANK 385151 (Standing proxy: 1.81% Mizuho Bank, Ltd.) NATS CUMCO (Standing proxy: Mizuho Bank, Ltd.) 1.77% STATE STREET BANK WEST CLIENT‐TREATY 505234 1.58% (Standing proxy: Mizuho Bank, Ltd.) (8) Relationship between the Company and the Hitachi, Ltd. Hitachi, Ltd. holds 124,525,159 Company Common Shares (Ownership Capital Relationship Ratio: 90.55%) as of today, and the Company is a consolidated subsidiary of Hitachi, Ltd. 51 employees of the Company Group (Note 1) have been transferred to Personnel Relationship the Hitachi, Ltd. Group (Note 2), and 202 employees of the Hitachi, Ltd. Group have been transferred to the Company Group. Hitachi, Ltd. has business relationships with the Company, such as sale and purchase of railway vehicle related components, various information Business Relationship devices, electricity-related components and other products, and lending and borrowing of funds under the Hitachi, Ltd. Group Pooling System. In addition, the Company entrusts research activities to Hitachi, Ltd. Whether the Special Controlling Hitachi, Ltd. is the Company’s parent company and Hitachi, Ltd. and the Shareholder is a Related Company are mutually related parties. Party (Note 1) “Company Group” means the Company and its consolidated subsidiaries and equity-method affiliates. As of January 31, 2020, the Company Group was comprised of the Company, 41 consolidated subsidiaries and 7 equity-method affiliates. (Note 2) “Hitachi, Ltd. Group” means Hitachi, Ltd. and its consolidated subsidiaries and equity-method affiliates, including the Company Group companies. Hitachi, Ltd. states that as of December 31, 2019, Hitachi, Ltd. Group was comprised of Hitachi, Ltd., its 824 consolidated subsidiaries and 452 equity-method affiliates, including the Company Group companies. (2) Schedule for the Share Cash-Out Demand Date of Share Cash-Out Demand April 16, 2020 (Thursday) Date of Resolution of Board of Directors Meeting of the Company April 16, 2020 (Thursday) Final Trading Date May 15, 2020 (Friday) (scheduled) Delisting Date May 18, 2020 (Friday) (scheduled) 3 Acquisition Date May 20, 2020 (Friday) (scheduled) (3) Consideration for the Share Cash-Out Demand JPY 8,000 per Company Common Share 2. Details of the Share Cash-Out Demand As of April 16, 2020, the Company received a notice from Hitachi, Ltd. of its intention to make the Share Cash- Out Demand. The details of the notice are as follows: (1) When choosing not to make a share cash-out demand to a wholly-owned subsidiary of the special controlling shareholder, to that effect, and the name of such wholly-owned subsidiary of the special controlling shareholder (Article 179-2, paragraph (1), item (i) of the Companies Act) Not applicable. (2) Matters relating to the amount of money to be delivered to the shareholders subject to the share cash-out as consideration for the shares subject to the share cash-out under the Share Cash-Out Demand, and allotment thereof (Article 179-2, paragraph (1), items (ii) and (iii) of the Companies Act) Hitachi, Ltd. will allot and deliver to each Shareholder Subject to Cash-Out JPY 8,000 in cash per Share Subject to Cash-Out held by such shareholder as consideration for the Shares Subject to Cash-Out (the “Cash-Out Consideration”). (3) Matters relating to demand for share option cash-out (Article 179-2, paragraph (1), item (iv) of the Companies Act) Not applicable. (4) Date of acquisition by the Special Controlling Shareholder of the Shares Subject to Cash-Out (the “Acquisition Date”) (Article 179-2, paragraph (1), item (v) of the Companies Act) May 20, 2020 (5) Means to secure funding for payment of the Cash-Out Consideration (Article 179-2, paragraph (1), item (vi) of the Companies Act, and Article 33-5, paragraph (1), item (i) of the Ordinance for Enforcement of the Companies Act) 4 Hitachi, Ltd. plans to pay the Cash-Out Consideration with the cash and deposits held by it and/or the money borrowed under the commitment line agreement that it executed on July 29, 2019 with Mizuho Bank, Ltd. and MUFG Bank, Ltd., each as the lender and agent, and Mizuho Trust & Banking Co., Ltd., Sumitomo Mitsui Trust Bank, Limited, The Joyo Bank, Ltd., The Chiba Bank, Ltd., North Pacific Bank, Ltd., The Bank of Kyoto, Ltd., The Juroku Bank, Ltd., THE NISHI-NIPPON CITY BANK, LTD., The Higo Bank, Ltd., The Keiyo Bank, Ltd.
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