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November 24, 2017 To all parties concerned

Company Name: Hitachi Kokusai Electric Inc. Representative: Kaichiro Sakuma, Chief Executive Officer (Securities Code 6756, First Section of the Tokyo

Stock Exchange) Contact: Shoji Okuyoshi, General Manager of the Legal &

CSR Division TEL: 03-6734-9401

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

As announced in the press release titled “Amendment to the Terms of the Tender Offer for the Shares of Hitachi

Kokusai Electric Inc. (Securities Code 6756)” issued by HKE Holdings G.K. (the “Offeror”) today with respect to a tender offer by the Offeror for the common shares of the Company (the “Company Shares”) (the “Tender Offer”), the Offeror decided to amend the terms and conditions of the Tender Offer. In response to this, Hitachi Kokusai Electric Inc. (the “Company”) announces that the Company resolved, at its Board of Directors meeting held today, to maintain the opinion supporting the Tender Offer and the recommendation to the Company’s shareholders to tender their shares in the Tender Offer as previously announced in its press release titled “Announcement of Opinion regarding the Tender Offer for the Shares of Hitachi Kokusai Electric Inc. by HKE Holdings G.K.” dated October 11, 2017 (the “Company’s October 11, 2017 Press Release”). Accordingly, the Company announces that the content of the Company’s October 11, 2017 Press Release is amended as below. In addition, the Company expresses that, according to the Offeror, the Offeror intends to regard as final the economic terms and conditions of the Tender Offer after today’s Amendment to the Tender Offer Terms and Conditions (as defined in “(1) Details of the Company’s Opinion” within “3. Details on the Content, Grounds and Reasons for the Company’s Opinion on the Tender Offer”), and does not have any future plans to further amend the economic conditions of the Tender Offer, including the price of the Tender Offer. The amended terms and conditions are underlined below. (Before amendment)

(Omitted) According to “Announcement Regarding the Commencement of the Tender Offer for the Shares of Hitachi Kokusai

Electric Inc. (Securities Code 6756)” issued by the Offeror today (the “Offeror Press Release”), the Offeror will implement the Tender Offer on the premise that the Company Shares will be delisted, contemplating to turn the Company into its wholly-owned subsidiary through the Tender Offer, and the series of procedures scheduled thereafter described in “(5) Policy for organizational restructuring after the Tender Offer (matters relating to ‘Two-Step Acquisition’)” within “3. Details on the Content, Grounds and Reasons for the Company’s Opinion on the Tender Offer” below and “(A) Capital Reduction and the Share Repurchase by the Company” within “(c) Events on and after August 9, 2017” under “(ii) Discussions between the Offeror, the Company and Hitachi, Ltd. (“Hitachi”), and JIP, and the decision-making process of the Offeror” within “② Purpose and background of the Transaction, including the Tender Offer, and management policy following the Tender Offer” within “(2) Grounds and Reasons for Opinion” within “3. Details on the Content, Grounds and Reasons for the Company’s Opinion on the Tender Offer” below. In addition, according to the Offeror Press Release, Hitachi as the Company’s parent company has agreed with the Offeror not to tender its shares in the Tender Offer, and the Company intends to acquire all of the Company Shares held by Hitachi (the “Share Repurchase”) subject to successful completion of the Tender Offer and the Share Consolidation (as defined in “(5) Policy for organizational restructuring

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after the Tender Offer (matters relating to ‘Two-Step Acquisition’)” within “3. Details on the Content, Grounds and Reasons for the Company’s Opinion on the Tender Offer” below; hereinafter the same) taking effect thereafter. Based on the Offeror’s proposal, the Company intends to reduce the amount of capital, capital reserve, and profit reserve pursuant to Article 447, paragraph 1, and Article 448, paragraph 1 of the Companies Act (Act No. 86 of 2005, as amended; hereinafter the “Companies Act”), and to transfer all or part of the capital and capital reserve so reduced to “Other capital surplus”, and to transfer the full amount of the profit reserve so reduced to “Profit surplus carried forward,” subject to successful completion of the Tender Offer and the subsequent Share Consolidation taking effect, in order to secure the distributable funds required for the Share Repurchase. The Company intends to hold an extraordinary general shareholders meeting whose agenda includes a proposal for a reduction in the amount of capital, capital reserve and profit reserve (the “Capital Reduction”), and the Share Repurchase, by late March 2018 after the Offeror and Hitachi have become the sole shareholders of the Company through successful completion of the Tender Offer and effectuation of the Share Consolidation. According to the Offeror, in addition to the above, according to the Offeror Press Release, the Offeror intends to divest the Company’s thin-film process solutions business through an absorption-type company split whereby the Offeror will be the succeeding corporation after the Company becomes the Offeror’s wholly-owned subsidiary through the Share Repurchase (the “Company Split”) and a transfer of 20% of the Company Shares by the Offeror respectively to Hitachi and HVJ Holdings Inc. (“HVJ”), an entity backed by a fund which Japan Industrial Partners, Inc. (“JIP”) manages, operates, provides with information or otherwise maintains. Accordingly, the Offeror, Hitachi and HVJ will hold 60%, 20% and the remaining 20%, respectively, of the Company Shares after the completion of each of the above transfers.

(Omitted)

(After amendment) (Omitted)

According to “Announcement Regarding the Commencement of the Tender Offer for the Shares of Hitachi Kokusai Electric Inc. (Securities Code 6756)” issued by the Offeror on October 11, 2017 (the “Offeror Press Release”), the Offeror will implement the Tender Offer on the premise that the Company Shares will be delisted, contemplating to turn the Company into its wholly-owned subsidiary through the Tender Offer, and the series of procedures scheduled thereafter described in “(5) Policy for organizational restructuring after the Tender Offer (matters relating to ‘Two-Step Acquisition’)” within “3. Details on the Content, Grounds and Reasons for the Company’s Opinion on the Tender Offer” below and “(A) Capital Reduction and the Share Repurchase by the Company” within “(c) Events on and after August 9, 2017” under “(ii) Discussions between the Offeror, the Company and Hitachi, Ltd. (“Hitachi”), and JIP, and the decision-making process of the Offeror” within “② Purpose and background of the Transaction, including the Tender Offer, and management policy following the Tender Offer” within “(2) Grounds and Reasons for Opinion” within “3. Details on the Content, Grounds and Reasons for the Company’s Opinion on the Tender Offer” below. In addition, according to the Offeror Press Release, Hitachi as the Company’s parent company has agreed with the Offeror not to tender its shares in the Tender Offer, and the Company intends to acquire all of the Company Shares held by Hitachi (the “Share Repurchase”) subject to successful completion of the Tender Offer and the Share Consolidation (as defined in “(5) Policy for organizational restructuring after the Tender Offer (matters relating to ‘Two-Step Acquisition’)” within “3. Details on the Content, Grounds and Reasons for the Company’s Opinion on the Tender Offer” below; hereinafter the same) taking effect thereafter. Based on the Offeror’s proposal, the Company intends to reduce the amount of capital, capital reserve, and profit reserve pursuant to Article 447, paragraph 1, and Article 448, paragraph 1 of the Companies Act (Act No. 86 of 2005, as amended; hereinafter the “Companies Act”), and to transfer all or part of the capital and capital reserve so reduced to “Other capital surplus”, and to transfer the full amount of the profit reserve so reduced to “Profit surplus carried forward,” subject to successful completion of the Tender Offer and the subsequent Share Consolidation taking effect, in order to secure the distributable funds required for the Share Repurchase. The Company intends to hold an extraordinary general shareholders meeting whose agenda includes a proposal for a reduction in the amount of capital, capital reserve and profit reserve (the “Capital Reduction”), and the Share Repurchase, by late March 2018 after the Offeror and Hitachi have become the sole shareholders of the Company through successful completion of the Tender Offer and effectuation of

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the Share Consolidation. According to the Offeror, in addition to the above, according to the Offeror Press Release, the Offeror intends to divest the Company’s thin-film process solutions business through an absorption-type company split whereby the Offeror will be the succeeding corporation after the Company becomes the Offeror’s wholly-owned subsidiary through the Share Repurchase (the “Company Split”) and a transfer of 20% of the Company Shares by the Offeror respectively to Hitachi and HVJ Holdings Inc. (“HVJ”), an entity backed by a fund which Japan Industrial Partners, Inc. (“JIP”) manages, operates, provides with information or otherwise maintains. Accordingly, the Offeror, Hitachi and HVJ will hold 60%, 20% and the remaining 20%, respectively, of the Company Shares after the completion of each of the above transfers.

(Omitted) 2. Price of the Tender Offer and Other Transactions

(Before amendment) Common shares: ¥2,900 per share (the “Tender Offer Price”)

(After amendment) Common shares: ¥3,132 per share (the “Tender Offer Price”)

3. Details on the Content, Grounds and Reasons for the Company’s Opinion on the Tender Offer (1) Details of the Company’s Opinion

(Before amendment) The Company resolved at its Board of Directors meeting held on October 11, 2017, on the basis and reasons set

out in section (2) “Grounds and Reasons for Opinion” below, that the Company would express its opinion supporting the Tender Offer and recommend the Company’s shareholders to tender their shares in the Tender Offer.

The above-mentioned resolution of the Company’s Board of Directors was adopted by the method described in “⑤ The Transaction has received the unanimous approval of the directors with no interest in the Company” within “(6) Measures to ensure the fairness of the purchase price and avoid conflicts of interest, and other measures to ensure the fairness of the Tender Offer” below. (After amendment)

The Company resolved at its Board of Directors meeting held on October 11, 2017, on the basis and reasons set out in section (2) “Grounds and Reasons for Opinion” below, that the Company would express its opinion supporting the Tender Offer and recommend the Company’s shareholders to tender their shares in the Tender Offer.

Comprehensively taking various factors into account, including the status of tendering of the shares in the Tender Offer by the shareholders of the Company after the commencement of the Tender Offer, the outlook for the tendering of the shares and the necessity to smoothly achieve the objective of the Tender Offer, as a result of careful consideration, the Offeror has decided on November 24, 2017 to extend the Tender Offer Period until December 8, 2017, setting the total Tender Offer Period as 40 business days, and to revise the Tender Offer Price from ¥2,900 to ¥3,132 (the “Amendment to the Tender Offer Terms and Conditions”). The Offeror has also decided to regard as final the economic terms and conditions of the Tender Offer after the Amendment to the Tender Offer Terms and Conditions and not to change any economic terms and conditions of the Tender Offer, including the price of the Tender Offer, in the future. Given the Amendment to the Tender Offer Terms and Conditions and the opinions of the third-party committee, the Company carefully discussed and considered the Amendment to the Tender Offer Terms and Conditions at its Board of Directors meeting held on November 24, 2017. As a result, the Company concluded that even considering the Amendment to the Tender Offer Terms and Conditions, it still believes that, in response to changes in the current business environment surrounding each of its businesses, establishing a more flexible management system by utilizing KKR’s know-how and resources will contribute to further enhancement of the Company’s enterprise value, and consummating the Transaction, including the Tender Offer, wl contribute to further enhancement of the Company’s enterprise value, in order to carry out drastic structural reform in the video

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and communication solutions business, perform portfolio transformation, including business selection and concentration, and accelerate upfront investment that is essential for growth of the thin-film process solutions business. Therefore, considering the necessity of smoothly achieving the objective of the Tender Offer, the Company has resolved to maintain its opinion supporting the Tender Offer and its recommendation to the Company’s shareholders to tender their shares in the Tender Offer as announced in the Company’s October 11, 2017 Press Release.

The above-mentioned resolutions of the Company’s Board of Directors were adopted by the method described in “⑤ The Transaction has received the unanimous approval of the directors with no interest in the Company” within “(6) Measures to ensure the fairness of the purchase price and avoid conflicts of interest, and other measures to ensure the fairness of the Tender Offer” below.

(2) Grounds and Reasons for Opinion

① Summary of the Tender Offer (Before amendment)

(Omitted) According to the Offeror Press Release, as of April 26, 2017, the Offeror and Hitachi, the parent company of the

Company, and HVJ have executed a basic agreement (the “Original Basic Agreement”) which provides for matters including the following: under the Original Basic Agreement, (i) Hitachi will not tender any of its Company Shares (53,070,129 shares, representing an ownership percentage (see below Note) of 51.67% of the Company) (the “Hitachi Shares”) in the Tender Offer; and (ii) after the Share Consolidation takes effect, Hitachi will sell to the Company all of the Hitachi Shares in accordance with the Company’s planned repurchase of its own shares. In addition, on the basis that the Tender Offer Price and the Price Per Share for Share Repurchase (Pre-Share Consolidation) (as defined in “① Capital Reduction and the Share Repurchase by the Company” within “(ii) Discussions between the Offeror, the Company and Hitachi, and JIP, and the decision-making process of the Offeror” within “② Purpose and background of the Transaction, including the Tender Offer, and management policy following the Tender Offer” below; hereinafter the same) will be raised, the Offeror, Hitachi and JIP have executed a memorandum of understanding amending the Original Basic Agreement (the “Amendment MOU”) dated October 11, 2017. For details regarding the Original Basic Agreement that has been amended by the Amendment MOU (the “Basic Agreement”), please refer to “4. Material Agreement regarding the Tendering into the Tender Offer between the Offeror and the Company’s shareholders” and “9. Future outlook” below. (After amendment)

(Omitted) According to the Offeror Press Release, as of April 26, 2017, the Offeror and Hitachi, the parent company of the

Company, and HVJ have executed a basic agreement (the “Original Basic Agreement”) which provides for matters including the following: under the Original Basic Agreement, (i) Hitachi will not tender any of its Company Shares (53,070,129 shares, representing an ownership percentage (see below Note) of 51.67% of the Company) (the “Hitachi Shares”) in the Tender Offer; and (ii) after the Share Consolidation takes effect, Hitachi will sell to the Company all of the Hitachi Shares in accordance with the Company’s planned repurchase of its own shares. In addition, on the basis that the Tender Offer Price and the Price Per Share for Share Repurchase (Pre-Share Consolidation) before the Amendment to the Tender Offer Terms and Conditions (as defined in “① Capital Reduction and the Share Repurchase by the Company” within “(ii) Discussions between the Offeror, the Company and Hitachi, and JIP, and the decision-making process of the Offeror” within “② Purpose and background of the Transaction, including the Tender Offer, and management policy following the Tender Offer” below; hereinafter the same) will be raised, the Offeror, Hitachi and JIP have executed a memorandum of understanding amending the Original Basic Agreement (the “Amendment MOU”) dated October 11, 2017. Moreover, according to the Offeror Press Release, the Offeror, Hitachi and JIP have executed a memorandum of understanding dated November 24, 2017 in respect of the Amendment to the Tender Offer Terms and Conditions (the “Second Amendment MOU”) that

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further amends the Original Basic Agreement, which has been amended by the Amendment MOU. For details regarding the Original Basic Agreement that has been amended by the Amendment MOU (the “Basic Agreement”) and the Second Amendment MOU, please refer to “4. Material Agreement regarding the Tendering into the Tender Offer between the Offeror and the Company’s shareholders” and “9. Future outlook” below.

② Purpose and background of the Transaction, including the Tender Offer, and management policy following

the Tender Offer (ii) Discussions between the Offeror, the Company and Hitachi, and JIP, and the decision-making process of

the Offeror (c) Events on and after August 9, 2017

(Before amendment) (Omitted)

Having been informed by the Offeror of its intention to raise the Tender Offer Price as described above, considering the opinions of the third-party committee, the Company presented to KKR the tentative figures set forth in the “Notice on the Revision of Earnings Forecast” announced today (the “October 11 Revision of Earnings Forecast”), and discussed and negotiated with KKR and Hitachi as to the tender offer price and the price per share for share repurchase (pre-share consolidation) on several occasions, taking into account the October 11 Revision of Earnings Forecast and the trends in the semiconductor manufacturing equipment industry that caused such revisions of earnings forecasts (including the July 26 Revision of Earnings Forecast) as well as the prospect of the Tender Offer. As a result of such discussions and negotiations, on October 4, 2017, KKR presented the final proposal to the Company and Hitachi setting the tender offer price at ¥2,900 and the price per share for share repurchase (pre-share consolidation) at ¥1,870, on the condition that the Company will recommend the Company’s shareholders to tender their shares in the Tender Offer. Given that, considering the opinions of the third-party committee, the Company examined the appropriateness of the Tender Offer Price. As a result, on October 11, 2017, the Company, Hitachi and KKR agreed to fix the Tender Offer Price at ¥2,900 and the Price Per Share for Share Repurchase (Pre-Share Consolidation) at ¥1,870.

In order to confirm that discussions and negotiations were conducted to match the interests of minority shareholders, Mr. Kenshiro Koto, a third-party committee member, attended the negotiations on the prices and other terms and conditions between the Company and Hitachi. As a result, the amount of increase (¥159.66) from the Original Price Per Share for Share Repurchase (Pre-Share Consolidation) (¥1,710.34) to the Price Per Share for Share Repurchase (Pre-Share Consolidation) (¥1,870) is smaller than the amount of increase (¥397) from the Original Tender Offer Price (¥2,503) to the Tender Offer Price (¥2,900).

Since April 26, 2017, the date on which the Tender Offer was announced, there has been no competing acquisition proposal made by a third party other than KKR, including the tender offer price and the certainty of implementation of the transaction, more favorable to the Company’s shareholders than those presented by KKR.

According to the Offeror’s press release, based on the above, the Offeror, Hitachi and JIP have executed the Amendment MOU dated October 11, 2017, subject to the increase of the Tender Offer Price and the Price Per Share for Share Repurchase (Pre-Share Consolidation).

Under the Basic Agreement, the Offeror contemplates divesting the Company’s thin-film process solutions business through an absorption-type company split whereby the Offeror will be the succeeding corporation after the Company becomes the Offeror’s wholly-owned subsidiary and a partial transfer of the Company Shares by the Offeror to Hitachi and HVJ, and intends to perform the following procedures as part of the Transaction after the Share Consolidation scheduled after the successful completion of the Tender Offer took effect. (A) Capital Reduction and the Share Repurchase by the Company

Taking into account the proposal from the Offeror, the Company considered that the Transaction would be in the interest of enhancing its enterprise value based on KKR’s proposal. Accordingly, as part of the Transaction, following the effectuation of the Share Consolidation that is scheduled to be conducted after the completion of Tender Offer, the Company will implement the Share Repurchase, for which the total

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purchase price is the amount deducting the amount paid to Hitachi through the Share Consolidation after the Share Consolidation from ¥99,241,141,230, which is the total amount of the purchase price of the Hitachi Shares, and the Company will acquire all of the Company Shares held by Hitachi at that time.

The per share price of the Hitachi Shares of ¥1,870, which calculated by dividing ¥99,241,141,230, which is the total amount of the purchase price of the Hitachi Shares, by the number of the Hitachi Shares (53,070,129 shares) (the “Price Per Share for Share Repurchase (Pre-Share Consolidation)”) is ¥1,030 lower than the Tender Offer Price of ¥2,900.

(Omitted) (B) Partial carve-out of the Company business (the thin-film process solutions business) to the Offeror, and

partial transfer of the portion of the Company Shares (the video and communication solutions business) to Hitachi and HVJ

According to the Offeror Press Release, the Offeror intends to carve out the Company’s thin-film process solutions business through a summary form absorption-type company split as stipulated in paragraph (1) of Article 784 of the Companies Act by the Company and have it succeeded to by the Offeror on the business day following the date of the Share Repurchase after the completion thereof, in order to implement the optimal growth strategy and structural reform for each of the video and communication solutions business and the thin-film process solutions business. The Offeror has also agreed under the Basic Agreement to transfer, on the business day immediately following the Company Split, 20% of the portion of the Company Shares (the video and communication solutions business), or ¥8,768 million, it holds as of that date, to each of Hitachi and to HVJ (the share transfer to Hitachi, hereinafter the “Partial Share Transfer (Hitachi)”; the share transfer to HVJ, hereinafter the “Partial Share Transfer (HVJ)”; the “Partial Share Transfer (Hitachi)” and the “Partial Share Transfer (HVJ),” collectively, the “Partial Share Transfer”). Accordingly, the Offeror, Hitachi and HVJ will hold 60%, 20% and the remaining 20%, respectively, of the portion of the Company Shares (the video and communication solutions business) after the completion of each of the above transfers. In addition, the transfer price of 20% of the Company Shares (the video and communication solutions business), or ¥8,768 million, was determined based on the proposal of KKR and JIP, and discussions and negotiations with Hitachi, KKR and JIP. Furthermore, the Company currently does not plan to change its trade name, address of the head office or representative at the time of the Company Split.

(After amendment)

(Omitted) Having been informed by the Offeror of its intention to raise the Tender Offer Price before the Amendment

to the Tender Offer Terms and Conditions as described above, considering the opinions of the third-party committee, the Company presented to KKR the tentative figures set forth in the “Notice on the Revision of Earnings Forecast” announced on October 11, 2017 (the “October 11 Revision of Earnings Forecast”), and discussed and negotiated with KKR and Hitachi as to the tender offer price and the price per share for share repurchase (pre-share consolidation) on several occasions, taking into account the October 11 Revision of Earnings Forecast and the trends in the semiconductor manufacturing equipment industry that caused such revisions of earnings forecasts (including the July 26 Revision of Earnings Forecast) as well as the prospect of the Tender Offer. As a result of such discussions and negotiations, on October 4, 2017, KKR presented the final proposal to the Company and Hitachi setting the tender offer price at ¥2,900 and the price per share for share repurchase (pre-share consolidation) at ¥1,870, on the condition that the Company will recommend the Company’s shareholders to tender their shares in the Tender Offer. Given that, considering the opinions of the third-party committee, the Company examined the appropriateness of the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions. As a result, on October 11, 2017, the Company, Hitachi and KKR agreed to fix the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions at ¥2,900 and the Price Per Share for Share Repurchase (Pre-Share Consolidation) at ¥1,870.

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In order to confirm that discussions and negotiations were conducted to match the interests of minority shareholders, Mr. Kenshiro Koto, a third-party committee member, attended the negotiations on the prices and other terms and conditions between the Company and Hitachi. As a result, the amount of increase (¥159.66) from the Original Price Per Share for Share Repurchase (Pre-Share Consolidation) (¥1,710.34) to the Price Per Share for Share Repurchase (Pre-Share Consolidation) (¥1,870) is smaller than the amount of increase (¥397) from the Original Tender Offer Price (¥2,503) to the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions (¥2,900).

Since April 26, 2017, the date on which the Tender Offer was announced, there has been no competing acquisition proposal made by a third party other than KKR, including the tender offer price and the certainty of implementation of the transaction, more favorable to the Company’s shareholders than those presented by KKR.

According to the Offeror’s press release, based on the above, the Offeror, Hitachi and JIP have executed the

Amendment MOU dated October 11, 2017, subject to the increase of the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions and the Price Per Share for Share Repurchase (Pre-Share Consolidation).

Under the Basic Agreement, the Offeror contemplates divesting the Company’s thin-film process solutions

business through an absorption-type company split whereby the Offeror will be the succeeding corporation after the Company becomes the Offeror’s wholly-owned subsidiary and a partial transfer of the Company Shares by the Offeror to Hitachi and HVJ, and intends to perform the following procedures as part of the Transaction after the Share Consolidation scheduled after the successful completion of the Tender Offer took effect.

(A) Capital Reduction and the Share Repurchase by the Company

Taking into account the proposal from the Offeror, the Company considered that the Transaction would be in the interest of enhancing its enterprise value based on KKR’s proposal. Accordingly, as part of the Transaction, following the effectuation of the Share Consolidation that is scheduled to be conducted after the completion of Tender Offer, the Company will implement the Share Repurchase, for which the total purchase price is the amount deducting the amount paid to Hitachi through the Share Consolidation after the Share Consolidation from ¥99,241,141,230, which is the total amount of the purchase price of the Hitachi Shares, and the Company will acquire all of the Company Shares held by Hitachi at that time.

The per share price of the Hitachi Shares of ¥1,870, which calculated by dividing ¥99,241,141,230, which is the total amount of the purchase price of the Hitachi Shares, by the number of the Hitachi Shares (53,070,129 shares) (the “Price Per Share for Share Repurchase (Pre-Share Consolidation)”) is ¥1,262 lower than the Tender Offer Price after the Amendment to the Tender Offer Terms and Conditions of ¥3,132.

(Omitted) (B) Partial carve-out of the Company business (the thin-film process solutions business) to the Offeror, and

partial transfer of the portion of the Company Shares (the video and communication solutions business) to Hitachi and HVJ

According to the Offeror Press Release, the Offeror intends to carve out the Company’s thin-film process solutions business through a summary form absorption-type company split as stipulated in paragraph (1) of Article 784 of the Companies Act by the Company and have it succeeded to by the Offeror on the business day following the date of the Share Repurchase after the completion thereof, in order to implement the optimal growth strategy and structural reform for each of the video and communication solutions business and the thin-film process solutions business. The Offeror has also agreed under the Basic Agreement to transfer, on the business day immediately following the Company Split, 20% of the portion of the Company Shares (the video and communication solutions business), or ¥8,768 million, it holds as of that date, to each of Hitachi and to HVJ (the share transfer to Hitachi, hereinafter the “Partial Share Transfer (Hitachi)”; the share transfer to HVJ, hereinafter the “Partial Share Transfer (HVJ)”; the “Partial Share Transfer (Hitachi)”

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and the “Partial Share Transfer (HVJ),” collectively, the “Partial Share Transfer”). Accordingly, the Offeror, Hitachi and HVJ will hold 60%, 20% and the remaining 20%, respectively, of the portion of the Company Shares (the video and communication solutions business) after the completion of each of the above transfers. In addition, the transfer price of 20% of the Company Shares (the video and communication solutions business), or ¥8,768 million, was determined based on the proposal of KKR and JIP, and discussions and negotiations with Hitachi, KKR and JIP. Furthermore, the Company currently does not plan to change its trade name, address of the head office or representative at the time of the Company Split.

The Offeror subsequently commenced the Tender Offer on October 12, 2017. However, according to the Offeror, comprehensively taking various factors into account, including the status of tendering of shares in the Tender Offer by the shareholders of the Company after the commencement of the Tender Offer, the outlook for the tendering of the shares and the necessity to smoothly achieve the objective of the Tender Offer, as a result of careful consideration, the Offeor proposed to the Company and Hitachi on November 11, 2017, to extend the Tender Offer Period until December 8, 2017, setting the total Tender Offer Period as 40 business days, and to revise the Tender Offer Price to ¥3,100. In response to such proposal, the Company, KKR and Hitachi discussed and negotiated the tender offer price. As a result, the Offeror decided on November 24, 2017 to implement the Amendment to the Tender Offer Terms and Conditions, under which the Tender Offer Period is extended until December 8, 2017, setting the total Tender Offer Period as 40 business days, and the Tender Offer Price is revised from ¥2,900 to ¥3,132. The Offeror also decided to regard as final the economic terms and conditions of the Tender Offer after today’s Amendment to the Tender Offer Terms and Conditions and not to change any economic conditions of the Tender Offer, including the price of the Tender Offer, in the future. Given these decisions, the Offeror, Hitachi and JIP have executed the Second Amendment MOU dated November 24, 2017 on the basis of the Amendment to the Tender Offer Terms and Conditions.

③ The decision-making process and reasons of the Company

(Before amendment) (Omitted)

(ii) Process leading to and reasons for the board resolution regarding the announcement of opinion of today Since the Offeror informed the Company on September 5, 2017 of its intention to raise the Tender Offer Price

to approximately ¥2,750 from the Original Tender Offer Price (¥2,503) and the Price Per Share for Share Repurchase (Pre-Share Consolidation) to approximately ¥1,810 from the Original Price Per Share for Share Repurchase (Pre-Share Consolidation) (¥1,710.34), as described in “④ The Company has established a third-party committee and has obtained an opinion” within “(6) Measures to ensure the fairness of the purchase price and avoid conflicts of interest, and other measures to ensure the fairness of the Tender Offer” below, the Company carefully deliberated the terms and conditions of the Tender Offer while respecting the contents of the report submitted as of October 11, 2017 by the third-party committee established by the Company (the “October 11, 2017 Report”). As a result of the deliberation, considering the fact that the Company has announced from April 26, 2017 until today “Financial Statements for the First Quarter Ended June 30, 2017 [IFRS] (Consolidated)”, the “Fiscal Year 2017 Ending March 31, 2018, Supplementary Material of Financial Statements for the First Quarter Ended June 30, 2017 [IFRS] (Consolidated)” and the July 26 Revision of the Earnings Forecast, and October 11 Revision of the Earnings Forecast, and having comprehensively taken into account the trends in the semiconductor manufacturing equipment industry that caused such revision of the earnings forecast and the prospect of the Tender Offer, the Company determined that the Tender Offer Price should be higher than the Original Tender Offer Price (¥2,503). The Company held discussions and negotiations with KKR and Hitachi regarding the Tender Offer Price and the Price Per Share for Share Repurchase (Pre-Share Consolidation) on several occasions. As a result, the Company, Hitachi and KKR agreed to fix the Tender Offer Price at ¥2,900 on October 11, 2017.

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Additionally, with respect to the Tender Offer Price, in light of the facts, including those stated below, the Company determined that the Tender Offer would provide its shareholders with a reasonable opportunity to sell their shares.

(i) Among the calculation results of the value of the Company Shares made by Nomura Securities described in the October 2017 Share Valuation Report (as defined in “① The Company has procured a share valuation report from an independent third-party financial advisor” within “(3) Matters regarding the calculation” below) set forth in “① The Company has procured a share valuation report from an independent third-party financial advisor” within “(3) Matters regarding the calculation” below, the Tender Offer Price exceeds the maximum amount of calculation results based on the average market price method (Reference Date 2) and exceeds the upper limit of calculation results based on the average market price method (Reference Date 3), and is within the range of calculation results based on the comparable company method and the DCF Method;

(ii) As stated in the section titled “(6) Measures to ensure the fairness of the purchase price and avoid conflicts of interest, and other measures to ensure the fairness of the Tender Offer” below, measures to ensure the fairness of the Tender Offer have been established and it is recognized that the interests of minority shareholders have been taken into consideration;

(iii) The price was determined after measures were implemented to ensure the fairness of the Tender Offer;

(iv) It is not likely to continually record the anticipated level of income of the Company for the fiscal year ending March 31, 2018, which is driven by the extremely strong investment demand for the semiconductor manufacturer, in the fiscal year ending March 31, 2019 and the fiscal year ending March 31, 2020;

(v) Delay in the Transaction may impair the Company’s enterprise value, while the Company strongly recognizes that, in order for the Company to further improve its enterprise value, it is essential and is its urgent need to promote drastic structural reform in the video and communication solutions business and to transform its business portfolio through the Transaction, and establish a more flexible decision-making framework in the thin-film process solutions business that would accelerate upfront investment;

(vi) The Company has obtained the consent from Hitachi to, in addition to the Price Per Share for Share Repurchase (Pre-Share Consolidation), the preconditions to the Transaction, including reinvestment by Hitachi as a minority shareholder in the Company which will be engaged in the video and communication solutions business following the completion of the Transaction;

(vii) Since April 26, 2017 on which the Tender Offer was announced, more than five months have already passed. However, no competing acquisition proposal has been made by a third party that is comparable against the proposal by KKR from the various perspective of the tender offer price and the certainty of implementation of the transaction, more favorable than KKR’s proposal; and

(viii) The Tender Offer will provide all minority shareholders with an opportunity to sell their shares off the market at the same price without affecting the market share price.

In deciding whether to recommend the Company’s shareholders to tender their shares in the Tender Offer, the Company comprehensively took into account the factors described in (i) to (viii) above and it has determined that it would be difficult to apply the same conditions across the board as those conditions as of the announcement of the Tender Offer, given the circumstances where (ix) the level of premium is considered to be lower than or discounted from that of the past tender offer transactions for shares or similar securities by non-issuer purchasers and (x) even though the market share price of the Company on the First Section of the TSE has been greater than the Tender Offer Price for a certain period, it was after the Tender Offer was announced on April 26, 2017.

While the Company resolved at its Board of Directors meeting held on April 26, 2017 to express its opinion supporting the Tender Offer and to leave the decision of whether or not to tender their shares in the Tender Offer to the Company’s shareholders, the Company resolved at its Board of Directors meeting held today to express its opinion supporting the Tender Offer without change and, furthermore, to recommend the Company’s shareholders to tender their shares in the Tender Offer, based on the consideration described above.

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As described in “(i) Process leading to and reasons for the board resolution regarding the announcement of opinion dated April 26, 2017” above, as of today, the Company believes the Offeror’s consummation of the Transaction, including the Tender Offer, will contribute to increasing the enterprise value of the Company.

Both the resolution of the Company’s Board of Directors dated April 26, 2017 and the resolution of the Company’s Board of Directors today were passed using the method described in “⑤ The Transaction has received the unanimous approval of the directors with no interest in the Company” within “(6) Measures to ensure the fairness of the purchase price and avoid conflicts of interest, and other measures to ensure the fairness of the Tender Offer” below.

Although the Tender Offer Price would be equal to an amount obtained by discounting 6.45% from the closing price (¥3,100) of the Company Shares on the First Section of the TSE as of October 10, 2017, which is the business day immediately preceding the date on which the Tender Offer was announced (today), and 3.62% from the simple average closing price (¥3,009) for the last one-month, the Tender Offer Price is also equal to an amount obtained by adding 1.08% premium to the simple average closing price (¥2,869) for the last three months, as well as an amount obtained by adding 6.93% premium to the simple average closing price (¥2,712) for the last six months.

(After amendment)

(Omitted) (ii) Process leading to and reasons for the board resolution regarding the announcement of opinion dated

October 11, 2017 Since the Offeror informed the Company on September 5, 2017 of its intention to raise the Tender Offer Price

to approximately ¥2,750 from the Original Tender Offer Price (¥2,503) and the Price Per Share for Share Repurchase (Pre-Share Consolidation) to approximately ¥1,810 from the Original Price Per Share for Share Repurchase (Pre-Share Consolidation) (¥1,710.34), as described in “④ The Company has established a third-party committee and has obtained an opinion” within “(6) Measures to ensure the fairness of the purchase price and avoid conflicts of interest, and other measures to ensure the fairness of the Tender Offer” below, the Company carefully deliberated the terms and conditions of the Tender Offer while respecting the contents of the report submitted as of October 11, 2017 by the third-party committee established by the Company (the “October 11, 2017 Report”). As a result of the deliberation, considering the fact that the Company has announced from April 26, 2017 until October 11, 2017 “Financial Statements for the First Quarter Ended June 30, 2017 [IFRS] (Consolidated)”, the “Fiscal Year 2017 Ending March 31, 2018, Supplementary Material of Financial Statements for the First Quarter Ended June 30, 2017 [IFRS] (Consolidated)” and the July 26 Revision of the Earnings Forecast, and October 11 Revision of the Earnings Forecast, and having comprehensively taken into account the trends in the semiconductor manufacturing equipment industry that caused such revision of the earnings forecast and the prospect of the Tender Offer, the Company determined that the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions should be higher than the Original Tender Offer Price (¥2,503). The Company held discussions and negotiations with KKR and Hitachi regarding the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions and the Price Per Share for Share Repurchase (Pre-Share Consolidation) on several occasions. As a result, the Company, Hitachi and KKR agreed to fix the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions at ¥2,900 on October 11, 2017.

Additionally, with respect to the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions, in light of the facts, including those stated below, the Company determined that the Tender Offer would provide its shareholders with a reasonable opportunity to sell their shares.

(i) Among the calculation results of the value of the Company Shares made by Nomura Securities described in the October 2017 Share Valuation Report (as defined in “① The Company has procured a share valuation report from an independent third-party financial advisor” within “(3) Matters regarding the calculation”

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below) set forth in “① The Company has procured a share valuation report from an independent third-party financial advisor” within “(3) Matters regarding the calculation” below, the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions exceeds the maximum amount of calculation results based on the average market price method (Reference Date 2) and exceeds the upper limit of calculation results based on the average market price method (Reference Date 3), and is within the range of calculation results based on the comparable company method and the DCF Method;

(ii) As stated in the section titled “(6) Measures to ensure the fairness of the purchase price and avoid conflicts of interest, and other measures to ensure the fairness of the Tender Offer” below, measures to ensure the fairness of the Tender Offer have been established and it is recognized that the interests of minority shareholders have been taken into consideration;

(iii) The price was determined after measures were implemented to ensure the fairness of the Tender Offer;

(iv) It is not likely to continually record the anticipated level of income of the Company for the fiscal year ending March 31, 2018, which is driven by the extremely strong investment demand for the semiconductor manufacturer, in the fiscal year ending March 31, 2019 and the fiscal year ending March 31, 2020;

(v) Delay in the Transaction may impair the Company’s enterprise value, while the Company strongly recognizes that, in order for the Company to further improve its enterprise value, it is essential and is its urgent need to promote drastic structural reform in the video and communication solutions business and to transform its business portfolio through the Transaction, and establish a more flexible decision-making framework in the thin-film process solutions business that would accelerate upfront investment;

(vi) The Company has obtained the consent from Hitachi to, in addition to the Price Per Share for Share Repurchase (Pre-Share Consolidation), the preconditions to the Transaction, including reinvestment by Hitachi as a minority shareholder in the Company which will be engaged in the video and communication solutions business following the completion of the Transaction;

(vii) Since April 26, 2017 on which the Tender Offer was announced, more than five months have already passed. However, no competing acquisition proposal has been made by a third party that is comparable against the proposal by KKR from the various perspective of the tender offer price and the certainty of implementation of the transaction, more favorable than KKR’s proposal; and

(viii) The Tender Offer will provide all minority shareholders with an opportunity to sell their shares off the market at the same price without affecting the market share price.

In deciding whether to recommend the Company’s shareholders to tender their shares in the Tender Offer, the Company comprehensively took into account the factors described in (i) to (viii) above and it has determined that it would be difficult to apply the same conditions across the board as those conditions as of the announcement of the Tender Offer, given the circumstances where (ix) the level of premium is considered to be lower than or discounted from that of the past tender offer transactions for shares or similar securities by non-issuer purchasers and (x) even though the market share price of the Company on the First Section of the TSE has been greater than the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions for a certain period, it was after the Tender Offer was announced on April 26, 2017.

While the Company resolved at its Board of Directors meeting held on April 26, 2017 to express its opinion supporting the Tender Offer and to leave the decision of whether or not to tender their shares in the Tender Offer to the Company’s shareholders, the Company resolved at its Board of Directors meeting held on October 11, 2017 to express its opinion supporting the Tender Offer without change and, furthermore, to recommend the Company’s shareholders to tender their shares in the Tender Offer, based on the consideration described above.

As described in “(i) Process leading to and reasons for the board resolution regarding the announcement of opinion dated April 26, 2017” above, as of October 11, 2017, the Company believes the Offeror’s consummation of the Transaction, including the Tender Offer, will contribute to increasing the enterprise value of the Company.

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(iii) Process leading to and reasons for the board resolution regarding the announcement of opinion dated November 24, 2017

Given the Amendment to the Tender Offer Terms and Conditions and the opinions of the third-party

committee, the Company carefully discussed and considered the Amendment to the Tender Offer Terms and Conditions at its Board of Directors meeting held on November 24, 2017. As a result, the Company has concluded that, in response to changes in the current business environment surrounding each of its businesses, it still believes that establishing a more flexible management system by utilizing KKR’s know-how and resources will contribute to further enhancement of the Company’s enterprise value, and consummating the Transaction, including the Tender Offer, will contribute to further enhancement of the Company’s enterprise value, in order to carry out drastic structural reform in the video and communication solutions business, perform portfolio transformation, including business selection and concentration, and accelerate upfront investment that is essential for growth of the thin-film process solutions business. Therefore, considering the necessity of smoothly achieving the objective of the Tender Offer, the Company resolved to maintain its opinion supporting the Tender Offer and its recommendation to the Company’s shareholders to tender their shares in the Tender Offer as announced in the Company’s October 11, 2017 press release.

Both the resolution of the Company’s Board of Directors dated April 26, 2017, the resolution of the

Company’s Board of Directors dated October 11, 2017 and the resolution of the Company’s Board of Directors dated November 24, 2017 were passed using the method described in “⑤ The Transaction has received the unanimous approval of the directors with no interest in the Company” within “(6) Measures to ensure the fairness of the purchase price and avoid conflicts of interest, and other measures to ensure the fairness of the Tender Offer” below.

Although the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions would be

equal to an amount obtained by discounting 6.45% from the closing price (¥3,100) of the Company Shares on the First Section of the TSE as of October 10, 2017, which is the business day immediately preceding the date on which the Tender Offer was announced (October 11, 2017), and 3.62% from the simple average closing price (¥3,009) for the last one-month, the Tender Offer Price is also equal to an amount obtained by adding a 1.08% premium to the simple average closing price (¥2,869) for the last three months, as well as an amount obtained by adding a 6.93% premium to the simple average closing price (¥2,712) for the last six months.

The Tender Offer Price after the Amendment to the Tender Offer Terms and Conditions is equal to an amount obtained by adding a 1.03% premium to the closing price (¥3,100) of the Company Shares on the First Section of the TSE as of October 10, 2017, which is the business day immediately preceding the date on which the Tender Offer was announced (October 11, 2017), as well as an amount obtained by adding a 4.09% premium to the simple average closing price (¥3,009) for the last one-month, a 9.17% premium to the simple average closing price (¥2,869) for the last three months, and a 15.49% premium to the simple average closing price (¥2,712) for the last six months.

(3) Matters regarding the calculation ① The Company has procured a share valuation report from an independent third-party financial advisor

(Before amendment) In order to express an opinion regarding the Tender Offer, the Company had the share value of the Company

calculated by Nomura Securities Co., Ltd., a third-party financial advisor independent from the Company and the Offeror, and obtained share valuation reports on April 25, 2017 and October 10, 2017 (the “April 2017 Share Valuation Report” and the “October 2017 Share Valuation Report,” respectively; and collectively, the “Share Valuation Reports”). Nomura Securities is not a related party of the Company or the Offeror and does not have any material interest in the Company or the Offeror with respect to the Transaction, including the Tender Offer.

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The Company has not obtained a fairness opinion regarding the Original Tender Offer Price and the Tender Offer Price.

(Omitted) The business plans that Nomura Securities used in the calculation include fiscal years in which a significant

profit increase or decrease is expected. Specifically, in the fiscal year ended March 31, 2017, the one-time cost related to the special solicitation under an early retirement incentive plan and the one-time cost related to a violation of the Antimonopoly Act stated in the “Cease and Desist Order and the Surcharge Payment Orders to the Manufacturing Distributors Selling Equipment for Fire Rescue Digital Radio” issued by the Japan Fair Trade Commission on February 2, 2017 have been recorded. However, from the fiscal year ending March 31, 2018 onward, it is expected that the video and communication solutions business will see an earnings increase mainly in the high growth solution area, and the thin-film process solutions business will see growth of its new businesses, including the main business of vertical thin-film system and treatment single wafer system, as well as its service business. In addition, during the same period, it is expected that the Company’s profitability will improve in connection with the special solicitation under an early retirement incentive plan. Given the above factors and others, it is expected that in the fiscal year ending March 31, 2018, operating income, income before income taxes and net income are expected to increase significantly by 30% or more from the previous year, and it is expected that the numerical target of operating income (fiscal year ending March 2019) will be achieved at an early date. It should be noted that, with respect to the fiscal year ending March 31, 2019 and the fiscal year ending March 31, 2020, it is not expected that the Company will continually record the anticipated level of income of the Company for the fiscal year ending March 31, 2018 which is driven by the extremely strong investment demand for the semiconductor manufacturer.

(After amendment) In order to express an opinion regarding the Tender Offer, the Company had the share value of the Company

calculated by Nomura Securities Co., Ltd., a third-party financial advisor independent from the Company and the Offeror, and obtained share valuation reports on April 25, 2017 and October 10, 2017 (the “April 2017 Share Valuation Report” and the “October 2017 Share Valuation Report,” respectively; and collectively, the “Share Valuation Reports”). Nomura Securities is not a related party of the Company or the Offeror and does not have any material interest in the Company or the Offeror with respect to the Transaction, including the Tender Offer. The Company has not obtained a fairness opinion regarding the Original Tender Offer Price and the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions.

(Omitted) The business plans that Nomura Securities used in the calculation include fiscal years in which a significant

profit increase or decrease is expected. Specifically, in the fiscal year ended March 31, 2017, the one-time cost related to the special solicitation under an early retirement incentive plan and the one-time cost related to a violation of the Antimonopoly Act stated in the “Cease and Desist Order and the Surcharge Payment Orders to the Manufacturing Distributors Selling Equipment for Fire Rescue Digital Radio” issued by the Japan Fair Trade Commission on February 2, 2017 have been recorded. However, from the fiscal year ending March 31, 2018 onward, it is expected that the video and communication solutions business will see an earnings increase mainly in the high growth solution area, and the thin-film process solutions business will see growth of its new businesses, including the main business of vertical thin-film system and treatment single wafer system, as well as its service business. In addition, during the same period, it is expected that the Company’s profitability will improve in connection with the special solicitation under an early retirement incentive plan. Given the above factors and others, it is expected that in the fiscal year ending March 31, 2018, operating income, income before income taxes and net income are expected to increase significantly by 30% or more from the previous year, and it is expected that the numerical target of operating income (fiscal year ending March 2019) will be achieved at an early date. It should be noted that, with respect to the fiscal year ending March 31, 2019 and the fiscal year ending March 31, 2020, it is not expected that the Company will continually record the anticipated level of income of the Company

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for the fiscal year ending March 31, 2018 which is driven by the extremely strong investment demand for the semiconductor manufacturer. The business plans mentioned above do not assume the implementation of the Transaction.

In expressing an opinion regarding the Amendment to the Tender Offer Terms and Conditions, the Company has not newly obtained a share valuation report regarding the value of the Company Shares since there has not been any material change to the information as of November 24, 2017, including the current condition and the outlook of the Company’s business, on which the October 2017 Share Valuation Report is based.

② Calculation methodology by the Offeror

(Before amendment) (Omitted)

According to the Offeror, in determining the Original Tender Offer Price, the Offeror conducted a comprehensive and multifaceted analysis of the Company’s business and financial status based on the Company’s disclosed financial information and the results of the due diligence conducted with respect to the Company. In light of the fact that the Company Shares are traded on a financial instruments exchange, the Offeror also referred to (i) the closing price (¥1,801) of the Company Shares on the First Section of the TSE as of October 3, 2016, which is the result of the transaction before speculative media reports regarding Hitachi’s sale of its Company Shares were released (after the close of trading hours on October 3, 2016), and (ii) the simple average closing prices of the Company Shares for the one-month, three-month, and six-month periods up to October 3, 2016 (¥1,810, ¥1,752 and ¥1,573, respectively) (fractions less than ¥1 being rounded off; the same shall apply to calculations of the simple average of the closing price). By also comprehensively taking into consideration the likelihood of obtaining the Company’s endorsement of the Tender Offer and the prospects for successful completion of the Tender Offer, and in light of the consultation and negotiations with Hitachi and the Company, on April 26, 2017, the Offeror determined the Original Tender Offer Price to be ¥2,503.

As stated above, the closing price of the Company Shares on the First Section of the TSE as of October 3, 2016, before speculative media reports were released (after the close of trading hours on October 3, 2016) regarding Hitachi’s transfer of the Company Shares, was ¥1,801; and on the immediately following business day, it increased rapidly to ¥1,913, and thereafter, has consistently maintained a high level. The Original Tender Offer Price (¥2,503 per Company Share) is the result of adding a 38.98% premium to the closing price of ¥1,801 of the Company Shares on the First Section of the TSE as of October 3, 2016, before speculative media reports were released (after the close of trading hours on October 3, 2016) regarding Hitachi’s transfer of the Company Shares, and 38.29%, 42.87%, and 59.12% premiums to the respective simple average closing prices (¥1,810, ¥1,752, and ¥1,573), of the Company Shares for the one-month, three-month, and six-month periods up to October 3, 2016.

Thereafter, the Offeror decided as of August 9, 2017 not to commence the Tender Offer in early August as previously scheduled, but continued to consider the purchase price and other conditions of the Tender Offer. Comprehensively taking into account the contents of the “Financial Statements for the First Quarter Ended June 30, 2017 [IFRS] (Consolidated)”, the “Fiscal Year 2017 Ending March 31, 2018, Supplementary Material of Financial Statements for the First Quarter Ended June 30, 2017 [IFRS] (Consolidated)” and the July 26 Revision of the Earnings Forecast, as well as the trends in the semiconductor manufacturing equipment industry that caused the revision of the earnings forecast and the prospect of the Tender Offer, and based on the discussions and negotiations with the Company and Hitachi, and with KKR and JIP, the Offeror decided to raise the Tender Offer Price from ¥2,503 to ¥2,900 on October 11, 2017.

As the Offeror has determined the consideration for the Transaction by comprehensively taking into consideration various factors described above, as well as through its consultation and negotiations between Hitachi and the Company, and with the Offeror and JIP, the Offeror has not obtained a share valuation report or a fairness opinion concerning the fairness of the Tender Offer Price from any third-party financial advisor.

The Tender Offer Price (¥2,900 per Company Share) will be the result of adding a 61.02% premium to the closing price (¥1,801) of the Company Shares on the First Section of the TSE as of October 3, 2016, before

15

speculative media reports were released (after the close of trading hours on October 3, 2016) regarding Hitachi’s transfer of the Company Shares, and 60.22%, 65.53%, and 84.36% premiums to the respective simple average closing prices (¥1,810, ¥1,752, and ¥1,573) of the Company Shares for the one-month, three-month, and six-month periods up to October 3, 2016. The Tender Offer Price will also be the result of adding a 20.03% premium to the closing price (¥2,416) of the Company Shares on the First Section of the TSE as of April 25, 2017, which is the business day immediately preceding the date on which the Offeror’s April 26, 2017 Press Release was issued, and 19.24%, 15.91%, and 20.58% premiums to the respective simple average closing prices (¥2,432, ¥2,502, and ¥2,405) of the Company Shares for the one-month, three-month, and six-month periods up to April 25, 2017.

(After amendment)

(Omitted) Thereafter, the Offeror decided as of August 9, 2017 not to commence the Tender Offer in early August as

previously scheduled, but continued to consider the purchase price and other conditions of the Tender Offer. Comprehensively taking into account the contents of the “Financial Statements for the First Quarter Ended June 30, 2017 [IFRS] (Consolidated)”, the “Fiscal Year 2017 Ending March 31, 2018, Supplementary Material of Financial Statements for the First Quarter Ended June 30, 2017 [IFRS] (Consolidated)” and the July 26 Revision of the Earnings Forecast, as well as the trends in the semiconductor manufacturing equipment industry that caused the revision of the earnings forecast and the prospect of the Tender Offer, and based on the discussions and negotiations with the Company and Hitachi, and with KKR and JIP, the Offeror decided to raise the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions from ¥2,503 to ¥2,900 on October 11, 2017.

As the Offeror has determined the consideration for the Transaction by comprehensively taking into consideration various factors described above, as well as through its consultation and negotiations between Hitachi and the Company, and with the Offeror and JIP, the Offeror has not obtained a share valuation report or a fairness opinion concerning the fairness of the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions from any third-party financial advisor.

The Offeror subsequently commenced the Tender Offer on October 12, 2017. However, according to the Offeror, comprehensively taking various factors into account, including the status of tendering of the shares in the Tender Offer by the shareholders of the Company after the commencement of the Tender Offer, the outlook for the tendering of the shares and necessity to smoothly achieve the objective of the Tender Offer, as a result of careful consideration, the Offeror decided on November 24, 2017 to implement the Amendment to the Tender Offer Terms and Conditions, under which the Tender Offer Period is extended until December 8, 2017, setting the total Tender Offer Period as 40 business days, and the Tender Offer Price is revised from ¥2,900 to ¥3,132. According to the Offeror, the Offeror has not newly obtained a share valuation report regarding the value of the Company Shares in making the decision to implement the Amendment to the Tender Offer Terms and Conditions.

The Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions (¥2,900 per Company Share) will be the result of adding a 61.02% premium to the closing price (¥1,801) of the Company Shares on the First Section of the TSE as of October 3, 2016, before speculative media reports were released (after the close of trading hours on October 3, 2016) regarding Hitachi’s transfer of the Company Shares, and 60.22%, 65.53%, and 84.36% premiums to the respective simple average closing prices (¥1,810, ¥1,752, and ¥1,573) of the Company Shares for the one-month, three-month, and six-month periods up to October 3, 2016. The Tender Offer Price will also be the result of adding a 20.03% premium to the closing price (¥2,416) of the Company Shares on the First Section of the TSE as of April 25, 2017, which is the business day immediately preceding the date on which the Offeror’s April 26, 2017 Press Release was issued, and 19.24%, 15.91%, and 20.58% premiums to the respective simple average closing prices (¥2,432, ¥2,502, and ¥2,405) of the Company Shares for the one-month, three-month, and six-month periods up to April 25, 2017.

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Meanwhile, the Tender Offer Price after the Amendment to the Tender Offer Terms and Conditions (¥3,132 per Company Share) will be the result of adding a 73.90% premium to the closing price (¥1,801) of the Company Shares on the First Section of the TSE as of October 3, 2016, before speculative media reports were released (after the close of trading hours on October 3, 2016) regarding Hitachi’s transfer of the Company Shares, and 73.04%, 78.77%, and 99.11% premiums to the respective simple average closing prices (¥1,810, ¥1,752, and ¥1,573) of the Company Shares for the one-month, three-month, and six-month periods up to October 3, 2016. The Tender Offer Price after the Amendment to the Tender Offer Terms and Conditions will also be the result of adding a 29.64% premium to the closing price (¥2,416) of the Company Shares on the First Section of the TSE as of April 25, 2017, which is the business day immediately preceding the date on which the Offeror’s April 26, 2017 Press Release was issued, and 28.78%, 25.18%, and 30.23% premiums to the respective simple average closing prices (¥2,432, ¥2,502, and ¥2,405) of the Company Shares for the one-month, three-month, and six-month periods up to April 25, 2017.

(6) Measures to ensure the fairness of the purchase prices and avoid conflicts of interest, and other measures to ensure the fairness of the Tender Offer

(Before amendment) Due to the fact that (i) the Offeror has entered into the Basic Agreement with Hitachi, the controlling

shareholder (parent company) of the Company, and (ii) as part of the Transaction, (a) the Tender Offer would be effected subject to Offeror acquiring the Company Shares held by those other than the Company and Hitachi, (b) after the Company has become the Offeror’s wholly-owned subsidiary and following the Company Split such that the Company would engage only in the video and communication solutions business, Hitachi would acquire a portion of the shares of the Company, and (c) Hitachi would make the Hitachi Investment in the Offeror as part of the necessary funds for settlement of the Tender Offer and part of the acquisition price of the Company Shares equal to the total number of any fraction accruing from the Share Consolidation, the Company has implemented the following measures to ensure the fairness of the Tender Offer Price and avoid conflicts of interest.

(After amendment) Due to the fact that (i) the Offeror has entered into the Basic Agreement with Hitachi, the controlling

shareholder (parent company) of the Company, and (ii) as part of the Transaction, (a) the Tender Offer would be effected subject to Offeror acquiring the Company Shares held by those other than the Company and Hitachi, (b) after the Company has become the Offeror’s wholly-owned subsidiary and following the Company Split such that the Company would engage only in the video and communication solutions business, Hitachi would acquire a portion of the shares of the Company, and (c) Hitachi would make the Hitachi Investment in the Offeror as part of the necessary funds for settlement of the Tender Offer and part of the acquisition price of the Company Shares equal to the total number of any fraction accruing from the Share Consolidation, the Company has implemented the following measures to ensure the fairness of the Tender Offer Price and avoid conflicts of interest.

① Implementation of the bidding procedures

(Before amendment) The Company commenced inquiries with multiple potential purchasers, through Nomura Securities and

Credit Suisse Securities, regarding the acquisition of all Company Shares in late September 2016, and the Company received proposals for acquisition of the Company Shares from multiple potential purchasers. However, there were no potential purchasers that proposed terms and conditions for the Tender Offer, including the Tender Offer Price and the certainty of implementation of the Transaction, more favorable to the Company’s shareholders than those presented by KKR.

(After amendment) The Company commenced inquiries with multiple potential purchasers, through Nomura Securities and

17

Credit Suisse Securities, regarding the acquisition of all Company Shares in late September 2016, and the Company received proposals for acquisition of the Company Shares from multiple potential purchasers. However, there were no potential purchasers that proposed terms and conditions for the Tender Offer, including the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions and the certainty of implementation of the Transaction, more favorable to the Company’s shareholders than those presented by KKR.

② The Company has procured a share valuation report from an independent third-party financial advisor

(Before amendment) In order to ensure the fairness of the decision-making process concerning the base price for the Original

Tender Offer Price and the Tender Offer Price presented by the Offeror, the Company obtained the Share Valuation Report from Nomura Securities, a third-party financial advisor independent from the Company, Hitachi, and the Offeror. For a summary of the Share Valuation Report, please refer to the section titled “① The Company has procured a share valuation report from an independent third-party financial advisor.” under “(3) Matters regarding the calculation.” Nomura Securities is not a party related to the Company or the Offeror and does not have any material interest in the Transaction, including the Tender Offer.

(After amendment) In order to ensure the fairness of the decision-making process concerning the base price for the Original

Tender Offer Price and the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions presented by the Offeror, the Company obtained the Share Valuation Report from Nomura Securities, a third-party financial advisor independent from the Company, Hitachi, and the Offeror. For a summary of the Share Valuation Report, please refer to the section titled “① The Company has procured a share valuation report from an independent third-party financial advisor.” under “(3) Matters regarding the calculation.” Nomura Securities is not a party related to the Company or the Offeror and does not have any material interest in the Transaction, including the Tender Offer.

In expressing an opinion regarding the Amendment to the Tender Offer Terms and Conditions, the Company has not newly obtained a share valuation report regarding the value of the Company Shares since there has not been any material change to information as of November 24, 2017, including the current condition and the future outlook of the Company’s business, on which the October 2017 Share Valuation Report is based.

④ The Company has established a third-party committee and has obtained an opinion

(iii) Summary of the October 11, 2017 Report (Before amendment)

(Omitted) (b) Whether the fairness of the procedures for the Transaction has been ensured (Matter of Inquiry ②)

There is nothing to be changed in its opinion expressed in the April 26, 2017 Report with respect to (A) the reason for implementing transactions comprising the Transaction and (B) legality of the transactions comprising the Transaction. For (C) the process for selecting the purchaser for the Transaction and the negotiation process of the transaction terms such as prices, the Company has been successful in increasing the Tender Offer Price a few times through the negotiations since August 10, 2017. Then, in order to confirm that the discussions and negotiations held regarding the prices and other terms between the Company and Hitachi are in line with the interests of minority shareholders of the Company, Mr. Kenshiro Koto, a third-party committee member, participated in such discussions and negotiations, and, in the end, the Price Per Share for Share Repurchase (Pre-Share Consolidation) (¥1,870) was increased from the Original Price Per Share for Share Repurchase (Pre-Share Consolidation) (¥1,710.34), which is lower than the percentage increase in the Tender Offer Price (¥2,900) from the Original Tender Offer Price (¥2,503). Even considering the result of such negotiations, the third-party committee has not found anything unfair in the negotiations over the Price Per Share for Share Repurchase (Pre-Share Consolidation) such as where Hitachi conducted negotiations

18

unfairly using its position as the parent company. Taking the above into account, as well as the measures to avoid conflicts of interest set forth in (D) below, there are no circumstances that are detrimental to the fairness of the negotiation process over the transaction terms and conditions which have been centered on prices. (D) The analysis of the appropriateness of the measures to avoid structural conflicts of interest in the Transaction is as stated in the April 26, 2017 Report. However, in addition to that, according to the explanation that the third-party received, the Tender Offer Period, which was set as 20 business days as of April 2017, has been extended to 30 business days, and the purpose of such extension was for the Offeror to provide the Company’s general shareholders with an appropriate period to consider whether to tender in the Tender Offer and ensure opportunities for other offerors to make competing bids with respect to the Company Shares, with the aim of ensuring the fairness of the Tender Offer. Accordingly, the extension of the tender offer period can be considered to be a means to ensure the appropriateness of the measures to avoid conflicts of interest. Given the above, it is considered that the fairness of the procedures for the Transaction has been ensured.

(c) Terms of the Transaction (Matter of Inquiry ③)) (A) In examining the negotiation process over the Tender Offer Price and the Price Per Share for Share

Repurchase Pre-Share Consolidation) as well as the procedural aspects of the Tender Offer such as the measures to avoid conflicts of interest based on the ideas described in the April 26, 2017 Report, ① it is recognized that the Company has selected a purchaser after the bidding procedures of as long as over a year since September 2016, which was when the Company commenced the bidding procedure related to the Transaction, and tenaciously negotiated the price, taking into consideration such factors as the business environment and the market condition, and it is possible to consider that under the current circumstances, the Company has obtained conditions that are realistically most favorable to the minority shareholders of the Company or similar conditions, reflecting certain factors as necessary such as the transition of the market share price, the upward revision of the earnings forecast scheduled to be announced on October 11, 2017 and the trends in the semiconductor manufacturing equipment industry that caused such revision of the earnings forecast. Given such background, when the overall Transaction is examined, an agreement has been entered into based on the procedures equal to ordinary M&A transactions between independent third parties, and there is no circumstances where Hitachi forced the Company the conditions that are unilaterally beneficial to Hitachi by using its status as the parent company, or has the Company obediently followed Hitachi. Moreover, ② the Company and Hitachi have implemented measures in (b)(D) above as measures to ensure the fairness of the Transaction and avoid conflicts of interest. In addition, ③ nothing unreasonable is recognized in Nomura Securities’ share value calculation method

and its results, and the Tender Offer Price (¥2,900) exceeds the maximum value or is proximate to the median value of each calculation result set forth in the October 2017 Share Valuation Report. The October 2017 Share Valuation Report is based on the average market share price method using (i) April

25, 2017, which is the business day immediately preceding the date on which the Tender Offer was announced (April 26, 2017), as Reference Date 2, and (ii) October 10, 2017 as Reference Date 3. According to the October 2017 Share Valuation Report, the Tender Offer Price will be the result of ① applying a 6.45% discount from the closing price (¥3,100) of the Company Shares on the First Section of the TSE on Reference Date 3, and a 3.62% discount from the simple average closing prices (¥3,009) for the last one-month period up to Reference Date 3, but adding 1.08% and 6.93% premiums to the respective simple average closing prices (¥2,869 and ¥2,712) of the Company Shares for the three-month and six-month periods up to Reference Date 3, and ② on the basis of Reference Date 2, it will be the result of adding a 20.03% premium to the closing price (¥2,416) of the Company Shares on the First Section of the TSE as of Reference Date 2, and 19.24%, 15.91%, and 20.58% premiums to the respective simple average closing prices (¥2,432, ¥2,502, and ¥2,405) of the Company Shares for the one-month, three-month, and six-month periods up to Reference Date 2. In light of above-mentioned factors such as the background to the negotiation, the details of the measures to

avoid conflicts of interest, and Nomura Securities’ share valuation method and its results, it is considered that,

19

in conducting the Transaction, measures have been taken to avoid the decision-making process for transactions from being arbitrary due to a conflict of interest between Hitachi and the minority shareholders of the Company and that the Transaction is conducted through procedures that are generally considered to be fair. Accordingly, the Tender Offer Price and the Price Per Share for Share Repurchase (Pre-Share Consolidation) determined through such process should be respected and should not be easily intervened. In this sense, it is considered that the legitimacy and propriety of these prices have been ensured.

(Omitted) (d) Whether the implementation of the Transaction is not disadvantageous to the minority shareholders of the

Company (Matter of Inquiry ④) In the sense as described in (a) to (c) above, it is considered that the Transaction is justifiable and reasonable,

the fairness of the procedures for the Transaction has been ensured, and the legitimacy and propriety of the terms of the Transaction have been ensured. Therefore, in the sense that it cannot be recognized that Hitachi has unfairly obtained benefit at the expense of the minority shareholders of the Company by using its status as the parent company, it can be said that the implementation of the Transaction is not disadvantageous to the minority shareholders of the Company. Furthermore, while it was indicated that Hitachi would make a monetary investment of ¥10.5 billion by

subscribing to the class A preferred shares of the Offeror as of the date of the April 26, 2017 Report, the investment amount has been increased to ¥13.0 billion in the course of negotiations since September 2017. That said, it is still true that voting rights will not accompany this investment and that the investment amount was increased in the course of negotiating the acquisition price applicable in the Transaction in order to increase the total acquisition price. Therefore, the degree of conflicts of interest with the minority shareholders is considered to be low and will not have a particular impact on the opinions described in (a) through (c) above.

(After amendment)

(Omitted) (b) Whether the fairness of the procedures for the Transaction has been ensured (Matter of Inquiry ②)

There is nothing to be changed in its opinion expressed in the April 26, 2017 Report with respect to (A) the reason for implementing transactions comprising the Transaction and (B) legality of the transactions comprising the Transaction. For (C) the process for selecting the purchaser for the Transaction and the negotiation process of the transaction terms such as prices, the Company has been successful in increasing the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions a few times through the negotiations since August 10, 2017. Then, in order to confirm that the discussions and negotiations held regarding the prices and other terms between the Company and Hitachi are in line with the interests of minority shareholders of the Company, Mr. Kenshiro Koto, a third-party committee member, participated in such discussions and negotiations, and, in the end, the Price Per Share for Share Repurchase (Pre-Share Consolidation) (¥1,870) was increased from the Original Price Per Share for Share Repurchase (Pre-Share Consolidation) (¥1,710.34), which is lower than the percentage increase in the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions (¥2,900) from the Original Tender Offer Price (¥2,503). Even considering the result of such negotiations, the third-party committee has not found anything unfair in the negotiations over the Price Per Share for Share Repurchase (Pre-Share Consolidation) such as where Hitachi conducted negotiations unfairly using its position as the parent company. Taking the above into account, as well as the measures to avoid conflicts of interest set forth in (D) below, there are no circumstances that are detrimental to the fairness of the negotiation process over the transaction terms and conditions which have been centered on prices. (D) The analysis of the appropriateness of the measures to avoid structural conflicts of interest in the Transaction is as stated in the April 26, 2017 Report. However, in addition to that, according to the explanation that the third-party received, the Tender Offer Period before the Amendment to the Tender Offer Terms and Conditions, which was set as 20 business days as of April 2017, was extended to 30 business

20

days, and the purpose of such extension was for the Offeror to provide the Company’s general shareholders with an appropriate period to consider whether to tender in the Tender Offer and ensure opportunities for other offerors to make competing bids with respect to the Company Shares, with the aim of ensuring the fairness of the Tender Offer. Accordingly, the extension of the tender offer period can be considered to be a means to ensure the appropriateness of the measures to avoid conflicts of interest. Given the above, it is considered that the fairness of the procedures for the Transaction has been ensured.

(c) Terms of the Transaction (Matter of Inquiry ③)) (A) In examining the negotiation process over the Tender Offer Price before the Amendment to the Tender

Offer Terms and Conditions and the Price Per Share for Share Repurchase Pre-Share Consolidation) as well as the procedural aspects of the Tender Offer such as the measures to avoid conflicts of interest based on the ideas described in the April 26, 2017 Report, ① it is recognized that the Company has selected a purchaser after the bidding procedures of as long as over a year since September 2016, which was when the Company commenced the bidding procedure related to the Transaction, and tenaciously negotiated the price, taking into consideration such factors as the business environment and the market condition, and it is possible to consider that under the current circumstances, the Company has obtained conditions that are realistically most favorable to the minority shareholders of the Company or similar conditions, reflecting certain factors as necessary such as the transition of the market share price, the upward revision of the earnings forecast scheduled to be announced on October 11, 2017 and the trends in the semiconductor manufacturing equipment industry that caused such revision of the earnings forecast. Given such background, when the overall Transaction is examined, an agreement has been entered into based on the procedures equal to ordinary M&A transactions between independent third parties, and there is no circumstances where Hitachi forced the Company the conditions that are unilaterally beneficial to Hitachi by using its status as the parent company, or has the Company obediently followed Hitachi. Moreover, ② the Company and Hitachi have implemented measures in (b)(D) above as measures to ensure the fairness of the Transaction and avoid conflicts of interest.

In addition, ③ nothing unreasonable is recognized in Nomura Securities’ share value calculation method and its results, and the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions (¥2,900) exceeds the maximum value or is proximate to the median value of each calculation result set forth in the October 2017 Share Valuation Report.

The October 2017 Share Valuation Report is based on the average market share price method using (i) April 25, 2017, which is the business day immediately preceding the date on which the Tender Offer was announced (April 26, 2017), as Reference Date 2, and (ii) October 10, 2017 as Reference Date 3. According to the October 2017 Share Valuation Report, the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions was the result of ① applying a 6.45% discount from the closing price (¥3,100) of the Company Shares on the First Section of the TSE on Reference Date 3, and a 3.62% discount from the simple average closing prices (¥3,009) for the last one-month period up to Reference Date 3, but adding a 1.08% and 6.93% premiums to the respective simple average closing prices (¥2,869 and ¥2,712) of the Company Shares for the three-month and six-month periods up to Reference Date 3, and ② on the basis of Reference Date 2, it will be the result of adding a 20.03% premium to the closing price (¥2,416) of the Company Shares on the First Section of the TSE as of Reference Date 2, and 19.24%, 15.91%, and 20.58% premiums to the respective simple average closing prices (¥2,432, ¥2,502, and ¥2,405) of the Company Shares for the one-month, three-month, and six-month periods up to Reference Date 2.

In light of above-mentioned factors such as the background to the negotiation, the details of the measures to avoid conflicts of interest, and Nomura Securities’ share valuation method and its results, it is considered that, in conducting the Transaction, measures have been taken to avoid the decision-making process for transactions from being arbitrary due to a conflict of interest between Hitachi and the minority shareholders of the Company and that the Transaction is conducted through procedures that are generally considered to be fair. Accordingly, the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions and the Price Per Share

21

for Share Repurchase (Pre-Share Consolidation) determined through such process should be respected and should not be easily intervened. In this sense, it is considered that the legitimacy and propriety of these prices have been ensured.

(Omitted) (d) Whether the implementation of the Transaction is not disadvantageous to the minority shareholders of the

Company (Matter of Inquiry ④) In the sense as described in (a) to (c) above, it is considered that the Transaction is justifiable and reasonable,

the fairness of the procedures for the Transaction has been ensured, and the legitimacy and propriety of the terms of the Transaction have been ensured. Therefore, in the sense that it cannot be recognized that Hitachi has unfairly obtained benefit at the expense of the minority shareholders of the Company by using its status as the parent company, it can be said that the implementation of the Transaction is not disadvantageous to the minority shareholders of the Company.

Furthermore, while it was indicated that Hitachi would make a monetary investment of ¥10.5 billion by subscribing to the class A preferred shares of the Offeror as of the date of the April 26, 2017 Report, the investment amount has been increased to ¥13.0 billion in the course of negotiations since September 2017. That said, it is still true that voting rights will not accompany this investment and that the investment amount was increased in the course of negotiating the acquisition price applicable in the Transaction in order to increase the total acquisition price. Therefore, the degree of conflicts of interest with the minority shareholders is considered to be low and will not have a particular impact on the opinions described in (a) through (c) above.

The third-party committee provided an opinion to the Board of Directors of the Company on November 24, 2017 to the effect that the results of the above consideration will not be affected even after taking the Amendment to the Tender Offer Terms and Conditions into account, and there is no particular need to change the conclusion of the above opinion.

⑤ The Transaction has received the unanimous approval of the directors with no interest in the Company

(Before amendment) (Omitted)

As set forth in the above section entitled “(ii) Process leading to and reasons for the board resolution regarding the announcement of opinion of today” within “③ The decision-making process and reasons of the Company” within “(2) Grounds and Reasons for Opinion,” the Company was informed by the Offeror on September 25, 2017 that on the basis that it will raise the Tender Offer Price to ¥2,850 from the Original Tender Offer Price of ¥2,503, and the Price Per Share for Share Repurchase (Pre-Share Consolidation) to ¥1,850 from the Original Price Per Share for Share Repurchase (Pre-Share Consolidation) of ¥1,710.34, it intends to commence the Tender Offer in early October 2017 as the commencement date of the Tender Offer. Thereafter, as a result of another careful deliberations of terms and conditions of the Tender Offer, including the Tender Offer Price of ¥2,900 determined through several negotiations, while the Company resolved at its Board of Directors meeting held on April 26, 2017 to express its opinion supporting the Tender Offer and to leave the decision of whether or not to tender their shares in the Tender Offer to the Company’s shareholders, the Company resolved, at its Board of Directors meeting held today, to express that its opinion supporting the Tender Offer without change and , furthermore, to recommend the Company’s shareholders to tender their shares in the Tender Offer, based on the consideration described in “(ii) Process leading to and reasons for the board resolution regarding the announcement of opinion of today” within “③ The decision-making process and reasons of the Company” within “(2) Grounds and Reasons for Opinion” above.

At the two Board of Directors meetings mentioned above, from among the Company’s directors, Mr. Yutaka Saito, who concurrently serves as Hitachi’s Representative Executive Officer, in his capacity as the Company’s director, has not attended any Board of Directors meeting of the Company held to examine and discuss the Transaction, nor has he been involved in any examination of this Transaction or any negotiation or discussion with the Offeror and Hitachi regarding the Transaction, in order to avoid any potential conflicts of interest and

22

ensure the fairness of the Transaction. (After amendment)

(Omitted) As set forth in the above section entitled “(ii) Process leading to and reasons for the board resolution

regarding the announcement of opinion of October 11, 2017” within “③ The decision-making process and reasons of the Company” within “(2) Grounds and Reasons for Opinion,” the Company was informed by the Offeror on September 25, 2017 that on the basis that it will raise the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions to ¥2,850 from the Original Tender Offer Price of ¥2,503, and the Price Per Share for Share Repurchase (Pre-Share Consolidation) to ¥1,850 from the Original Price Per Share for Share Repurchase (Pre-Share Consolidation) of ¥1,710.34, it intends to commence the Tender Offer in early October 2017 as the commencement date of the Tender Offer. Thereafter, as a result of another careful deliberations of terms and conditions of the Tender Offer, including the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions of ¥2,900 determined through several negotiations, while the Company resolved at its Board of Directors meeting held on April 26, 2017 to express its opinion supporting the Tender Offer and to leave the decision of whether or not to tender their shares in the Tender Offer to the Company’s shareholders, the Company resolved, at its Board of Directors meeting held on October 11, 2017, to express that its opinion supporting the Tender Offer without change and , furthermore, to recommend the Company’s shareholders to tender their shares in the Tender Offer, based on the consideration described in “(ii) Process leading to and reasons for the board resolution regarding the announcement of opinion of October 11, 2017” within “③ The decision-making process and reasons of the Company” within “(2) Grounds and Reasons for Opinion” above.

Moreover, given the Amendment to the Tender Offer Terms and Conditions and the opinions of the third-party committee, the Company carefully discussed and examined the Amendment to the Tender Offer Terms and Conditions at its Board of Directors meeting held on November 24, 2017. As a result, the Company has concluded that even based on the Amendment to the Tender Offer Terms and Conditions, it still believes that, in response to changes in the current business environment surrounding each of its businesses, establishing a more flexible management system by utilizing KKR’s know-how and resources will contribute to further enhancement of the Company’s enterprise value, and the consummation of the Transaction, including the Tender Offer, will contribute to the Company’s enterprise value, in order to carry out drastic structural reform in the video and communication solutions business, perform portfolio transformation, including business selection and concentration, and accelerate upfront investment that is essential for growth of the thin-film process solutions business. Therefore, considering the necessity of smoothly achieving the objective of the Tender Offer, the Company has resolved to maintain its opinion supporting the Tender Offer and its recommendation to the Company’s shareholders to tender their shares in the Tender Offer as announced in the Company’s October 11, 2017 Press Release.

At each of the Board of Directors meetings mentioned above, from among the Company’s directors, Mr. Yutaka Saito, who concurrently serves as Hitachi’s Representative Executive Officer, in his capacity as the Company’s director, has not attended any Board of Directors meeting of the Company held to examine and discuss the Transaction, nor has he been involved in any examination of this Transaction or any negotiation or discussion with the Offeror and Hitachi regarding the Transaction, in order to avoid any potential conflicts of interest and ensure the fairness of the Transaction.

⑦ Measures to ensure tender opportunities from other offerors

(Before amendment) (Omitted)

Further, as set forth in the above section titled “(ii) Discussions between the Offeror, the Company and

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Hitachi, and JIP, and the decision-making process of the Offeror” under “② Purpose and background of the Transaction, including the Tender Offer, and management policy following the Tender Offer” within “(2) Grounds and Reasons for Opinion,” the Company and Hitachi implemented the bidding process by inquiring with multiple potential purchasers regarding the acquisition of all of the Company Shares, whereupon KKR and JIP were selected as the final Tender Offer candidates by the Company and Hitachi through comparison with the other multiple potential purchasers in a competitive situation. Therefore, according to the Offeror, a sufficient opportunity has already been provided for persons other than the Offeror to acquire the Company Shares. According to the Offeror, however, the Offeror intends to provide the Company’s general shareholders with an appropriate period to consider whether to tender in the Tender Offer by setting the Tender Offer Period to be at 30 business days, which is longer than the minimum statutory period of 20 business days, and to ensure the fairness of the Tender Offer by securing tender opportunities from other offerors with respect to the Company Shares.

(After amendment)

(Omitted) Further, as set forth in the above section titled “(ii) Discussions between the Offeror, the Company and

Hitachi, and JIP, and the decision-making process of the Offeror” under “② Purpose and background of the Transaction, including the Tender Offer, and management policy following the Tender Offer” within “(2) Grounds and Reasons for Opinion,” the Company and Hitachi implemented the bidding process by inquiring with multiple potential purchasers regarding the acquisition of all of the Company Shares, whereupon KKR and JIP were selected as the final Tender Offer candidates by the Company and Hitachi through comparison with the other multiple potential purchasers in a competitive situation. Therefore, according to the Offeror, a sufficient opportunity has already been provided for persons other than the Offeror to acquire the Company Shares. According to the Offeror, however, the Offeror intends to provide the Company’s general shareholders with an appropriate period to consider whether to tender in the Tender Offer by setting the Tender Offer Period before the Amendment to the Tender Offer Terms and Conditions to be at 30 business days, which is longer than the minimum statutory period of 20 business days (Please note that the Tender Offer Period has been extended to 40 business days pursuant to the Amendment to the Tender Offer Terms and Conditions.), and to ensure the fairness of the Tender Offer by securing tender opportunities from other offerors with respect to the Company Shares. Given the Amendment to the Tender Offer Terms and Conditions, the Tender Offer Period is from Thursday, October 12, 2017 until Friday, December 8, 2017.

4. Material agreement regarding the Tendering into the Tender Offer between the Offeror and the Company’s

shareholders (1) Basic Agreement

(Before amendment) (Omitted)

Note: As stated in “① Outline of the Tender Offer” under “(2) Grounds and Reasons for Opinion” within “3. Details on the Content, Grounds and Reasons for the Company’s Opinion on the Tender Offer,” the Offeror expects that the class A preferred shares to be issued by the Offeror to Hitachi as a result of the Hitachi Investment (¥13 billion) will be non-voting shares and will not be accompanied by acquisition provisions or acquisition rights with respect to the common shares or other shares with voting rights of the Offeror. For the background of the Hitachi Investment, please refer to “(ii) Discussions between the Offeror, the Company and Hitachi, and JIP, and the decision-making process of the Offeror” within “② Purpose and background of the Transaction, including the Tender Offer, and management policy following the Tender Offer” under “3. Details on the Content, Grounds and Reasons for the Company’s Opinion on the Tender Offer” above.

(After amendment)

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(Omitted) Note: As stated in “① Outline of the Tender Offer” under “(2) Grounds and Reasons for Opinion” within

“3. Details on the Content, Grounds and Reasons for the Company’s Opinion on the Tender Offer,” the Offeror expects that the class A preferred shares to be issued by the Offeror to Hitachi as a result of the Hitachi Investment (¥15 billion) will be non-voting shares and will not be accompanied by acquisition provisions or acquisition rights with respect to the common shares or other shares with voting rights of the Offeror. For the background of the Hitachi Investment, please refer to “(ii) Discussions between the Offeror, the Company and Hitachi, and JIP, and the decision-making process of the Offeror” within “② Purpose and background of the Transaction, including the Tender Offer, and management policy following the Tender Offer” under “3. Details on the Content, Grounds and Reasons for the Company’s Opinion on the Tender Offer” above.

(2) Hitachi Investment Agreement

(Before amendment) According to the Offeror Press Release, the Offeror has executed a share subscription agreement dated

October 11, 2017 with Hitachi, under which the parties agree to matters, including the following. (i) The Offeror will, on the day reasonably specified by the Offeror before the day on which the settlement of

the Tender Offer is commenced, issue class A preferred shares (Note 1) to Hitachi in the number calculated by dividing the amount reasonably specified by the Offeror with the upper limit of ¥5 billion (the “First Subscription Amount”) by the payment price per class A preferred share (¥100), and Hitachi will pay the First Subscription Amount to the Offeror (such investment by Hitachi, the “First Hitachi Investment”);

(ii) The Offeror will, on the business day immediately before the settlement date of the Squeeze-Out or another day separately agreed in writing between the Offeror and Hitachi, issue class A preferred shares to Hitachi in the number calculated by dividing ¥13 billion less the First Subscription Amount (the “Second Subscription Amount”) by the payment price per class A preferred share (¥100), and Hitachi will pay the Second Subscription Amount to the Offeror (such investment by Hitachi, the “Second Hitachi Investment”), and together with the First Hitachi Investment, the “Hitachi Investment”;

(iii) The Offeror may acquire all or some of the class A preferred shares held by Hitachi at any time on or after the first subscription date, in exchange for the payment of the Preferred Share Acquisition Amount (Note 2) with respect to each class A preferred share; and

(iv) In cases such as where six years have passed since the first subscription date or the Offeror is subject to a change of control, Hitachi may request that the Offeror acquire all or some of the class A shares held by Hitachi in exchange for cash in the amount equivalent to the Preferred Share Acquisition Amount with respect to each class A preferred share.

(Omitted) (After amendment) According to the Offeror Press Release, the Offeror has executed with Hitachi a share subscription agreement

on October 11, 2017 and an amendment agreement to the share subscription agreement on November 24, 2017, under which the parties agree to matters, including the following.

(i) The Offeror will, on the day reasonably specified by the Offeror before the day on which the settlement of the Tender Offer is commenced, issue class A preferred shares (Note 1) to Hitachi in the number calculated by dividing the amount reasonably specified by the Offeror with the upper limit of ¥5 billion (the “First Subscription Amount”) by the payment price per class A preferred share (¥100), and Hitachi will pay the First Subscription Amount to the Offeror (such investment by Hitachi, the “First Hitachi Investment”);

(ii) The Offeror will, on the business day immediately before the settlement date of the Squeeze-Out or another day separately agreed in writing between the Offeror and Hitachi, issue class A preferred shares to Hitachi in the number calculated by dividing ¥15 billion less the First Subscription Amount (the “Second Subscription Amount”) by the payment price per class A preferred share (¥100), and Hitachi will pay the

25

Second Subscription Amount to the Offeror (such investment by Hitachi, the “Second Hitachi Investment”), and together with the First Hitachi Investment, the “Hitachi Investment”;

(iii) The Offeror may acquire all or some of the class A preferred shares held by Hitachi at any time on or after the first subscription date, in exchange for the payment of the Preferred Share Acquisition Amount (Note 2) with respect to each class A preferred share; and

(iv) In cases such as where six years have passed since the first subscription date or the Offeror is subject to a change of control, Hitachi may request that the Offeror acquire all or some of the class A shares held by Hitachi in exchange for cash in the amount equivalent to the Preferred Share Acquisition Amount with respect to each class A preferred share.

(Omitted)

9. Future outlook (Before amendment)

(Omitted) As stated in “(B) Partial carve-out of the Company business (the thin-film process solutions business) to the

Offeror, and partial transfer of the portion of the Company Shares (the video and communication solutions business) to Hitachi and HVJ” under “(c) Events on and after August 9, 2017” under “(ii) Discussions between the Offeror, the Company and Hitachi, and JIP, and the decision-making process of the Offeror” under “②Purpose and background of the Transaction, including the Tender Offer, and management policy following the Tender Offer” under “(2) Grounds and Reasons for Opinion” within “3. Details on the Content, Grounds and Reasons for the Company’s Opinion on the Tender Offer” above, regarding the relationship between the Tender Offer Price and the Price Per Share for Share Repurchase (Pre-Share Consolidation), KKR explained to the Company that by setting the Price Per Share for Share Repurchase (Pre-Share Consolidation) lower than the Tender Offer Price, the Tender Offer will be an advantageous sales opportunity for the Company’s minority shareholders. For Hitachi, on the other hand, it was explained that it is possible to realize proceeds from sales comparable to those that would be realized by responding to the Tender Offer in terms of after-tax amount because the tax rule of exclusion from gross revenue for deemed dividends would be applied to the sale of the Company Shares through the Share Repurchase. The Company confirmed the basis for the estimation of tax effect of Hitachi regarding the Price Per Share for Share Repurchase (Pre-Share Consolidation), and, based on the Company’s independent trial calculations, confirmed that the actual after-tax amount from the sale that include the tax effects regarding the deemed dividend per share for Hitachi through the Share Repurchase would not exceed the after-tax amount that would be realized by responding to the Tender Offer.

(Omitted)

(After amendment) (Omitted)

As stated in “(B) Partial carve-out of the Company business (the thin-film process solutions business) to the Offeror, and partial transfer of the portion of the Company Shares (the video and communication solutions business) to Hitachi and HVJ” under “(c) Events on and after August 9, 2017” under “(ii) Discussions between the Offeror, the Company and Hitachi, and JIP, and the decision-making process of the Offeror” under “②Purpose and background of the Transaction, including the Tender Offer, and management policy following the Tender Offer” under “(2) Grounds and Reasons for Opinion” within “3. Details on the Content, Grounds and Reasons for the Company’s Opinion on the Tender Offer” above, regarding the relationship between the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions and the Price Per Share for Share Repurchase (Pre-Share Consolidation), KKR explained to the Company that by setting the Price Per Share for Share Repurchase (Pre-Share Consolidation) lower than the Tender Offer Price before the Amendment to the Tender Offer Terms and Conditions, the Tender Offer will be an advantageous sales opportunity for the Company’s minority shareholders. For Hitachi, on the other hand, it was explained that it is possible to realize proceeds from sales comparable to those that would

26

be realized by responding to the Tender Offer in terms of after-tax amount because the tax rule of exclusion from gross revenue for deemed dividends would be applied to the sale of the Company Shares through the Share Repurchase. The Company confirmed the basis for the estimation of tax effect of Hitachi regarding the Price Per Share for Share Repurchase (Pre-Share Consolidation), and, based on the Company’s independent trial calculations, confirmed that the actual after-tax amount from the sale that include the tax effects regarding the deemed dividend per share for Hitachi through the Share Repurchase would not exceed the after-tax amount that would be realized by responding to the Tender Offer.

10. Matters related to transactions with controlling shareholders (3) Summary of the opinion obtained from a person who has no conflict of interest with the controlling shareholder that

the Transaction is not disadvantageous to minority shareholders (Before amendment)

The Company has obtained an opinion as of April 26, 2017 from a third-party committee comprised of members who have no interest in the controlling shareholder, indicating that the Transaction is not disadvantageous to the minority shareholders of the Company in the sense that it cannot be viewed that Hitachi has unfairly obtained benefit at the expense of the minority shareholders of the Company by using its status as the parent company. While the Company received the August 9, 2017 Report indicating that it was difficult for the third-party committee to maintain its opinion regarding Matter of Inquiry ④ in the April 26, 2017 Report which is based on the opinion on Matter of Inquiry ③ of the April 26, 2017 Report, the Company has obtained a report dated today from the third-party committee indicating that there has been no change in its opinion described above. For details, please refer to “④The Company has established a third-party committee and has obtained an opinion” under “(6) Measures to ensure the fairness of the purchase prices and avoid conflicts of interest, and other measures to ensure the fairness of the Tender Offer” within “3. Details on the Content, Grounds and Reasons for the Company’s Opinion on the Tender Offer” above.

(After amendment)

The Company has obtained an opinion as of April 26, 2017 from a third-party committee comprised of members who have no interest in the controlling shareholder, indicating that the Transaction is not disadvantageous to the minority shareholders of the Company in the sense that it cannot be viewed that Hitachi has unfairly obtained benefit at the expense of the minority shareholders of the Company by using its status as the parent company. While the Company received the August 9, 2017 Report indicating that it was difficult for the third-party committee to maintain its opinion regarding Matter of Inquiry ④ in the April 26, 2017 Report which is based on the opinion on Matter of Inquiry ③ of the April 26, 2017 Report, the Company has obtained a report dated October 11, 2017 from the third-party committee indicating that there has been no change in its opinion described above. Moreover, the third-party committee submitted a report to the Board of Directors of the Company on November 24, 2017 to the effect that the results of the above consideration will not be affected even after taking the Amendment to the Tender Offer Terms and Conditions into account, and there is no particular need to amend the conclusion in the above opinion. For details, please refer to “④The Company has established a third-party committee and has obtained an opinion” under “(6) Measures to ensure the fairness of the purchase prices and avoid conflicts of interest, and other measures to ensure the fairness of the Tender Offer” within “3. Details on the Content, Grounds and Reasons for the Company’s Opinion on the Tender Offer” above.

End. (Reference) Outline of the Tender Offer

Please refer to the press release “Amendment to the Terms of the Tender Offer for the Shares of Hitachi Kokusai Electric Inc. (Securities Code 6756)” published today by the Offeror.

27

28

Exhibit 1: Transaction Scheme (Text reflects the Amendment to the Tender Offer Terms, with revised portions underlined.)

Current status

Tender offer by the Offeror and

procurement of necessary funds for

settlement of the tender offer

A limited liability company (godo kaisha) (the Offeror), which has been incorporated to acquire and own the Company Shares through the Tender Offer and to control the business activities of the Company after the Tender Offer, will conduct the Tender Offer to purchase all of the Company Shares, except for the Hitachi Shares and the treasury shares held by the Company.

The funds used for the settlement of the Tender Offer will be obtained from: a part of Debt Financing, the KKR Investment by KKR, the First JIP Advance Payment by HVJ and the First Hitachi Investment in the Offeror by Hitachi.

As of June 30, 2017, Hitachi held 51.67% of the total number of issued shares (excluding treasury shares) of the Company, and non-controlling shareholders held the remaining 48.33%. Target Company

Video and communication

solutions Thin-film process solutions

Non- controlling

shareholders Hitachi

51.67% 48.33%

ＫＫＲ

Offeror

Target Company

Video and communication

solutions Thin-film process solutions

Non- controlling

shareholders Hitachi

Tender Offer

Loan

51.67% 48.33%

HVJ

KKR Investment

JIP Advance Payment

Hitachi Investment

29

Squeeze-out by the Offeror through

share consolidation

Capital reduction by the Company in order to increase the distributable funds for share repurchase

The Company’s Share Repurchase

from Hitachi Provision of a

bridge loan by the Offeror to the

Company

After the completion of the Tender Offer, the Share Consolidation and the Capital Reduction, the Company will acquire all of the Company Shares held by Hitachi. (Share Repurchase).

Immediately after the Share Repurchase by the Company, the Offeror will provide a loan to the Company (Bridge Loan), and the Company will pay to Hitachi transfer price for the Share Repurchase.

If, after successful completion of the Tender Offer, the Offeror could not acquire all of the Company Shares (excluding those held by Hitachi and the Company), the Share Consolidation will be conducted so that the Offeror and Hitachi will be the only shareholders of the Company. The Share Consolidation is expected to be effectuated sometime between mid- and late March 2018 with approval at an extraordinary shareholders’ meeting after successful completion of the Tender Offer.

The acquisition price for the total number of fractional Company Shares resulting from the Share Consolidation will be funded by a portion of the Debt Financing and a portion of the Second Hitachi Investment.

In order for the Company to increase the distributable amount needed for the acquisition of its shares held by Hitachi, it is anticipated that the Company’s capital and statutory capital reserve will be reduced (Capital Reduction.) The Capital Reduction is expected to be resolved at a shareholders’ meeting to be held after the completion of the Share Consolidation and after Hitachi and the Offeror become the only shareholders of the Company.

KKR

Offeror

Target Company

Video and communication

solutions

Thin-film process solutions

Non-controllingshareholders Hitachi

Capital ReductionMajority

MinoritySecond Hitachi Investment

Share Consolidation

KKR

Target Company

Video and communication

solutions

Thin-film process solutions

100%

Bridge loan

Offeror

HitachiShare Repurchase

HVJ

Second JIP Advance Payment

30

Absorption-type split of the thin-

film process solutions business of the Company with the Offeror

being the succeeding entity

The Offeror’s partial transfer of

the Company Shares to Hitachi

and HVJ

This document has been translated from the Japanese-language original for reference purpose only. While this English translation is believed to be generally accurate, if there is any inconsistency between the English translation and the Japanese documentation, the Japanese documentation will prevail.

Through the Offeror’s Partial Share Transfer (Hitachi) to Hitachi, Hitachi will continue to have a capital relationship with the Company, which will operate only the video and communication solutions business.

A series of transactions, including the Offeror’s partial transfer of the Company Shares to each of Hitachi and HVJ, is expected to be completed by sometime early May to mid-May, 2018.

KKR

Company Video and

communicationsolutions

100%

Absorption- type split from subsidiary to the parent

Thin-film process solutions

Offeror

KKR

Company

Video and communication

solutions

60%

Hitachi

20%

Thin-film process solutions

HVJ

20%

Offeror

Following the Tender Offer, the Share Consolidation, and the Share Repurchase, an absorption-type company split of the thin-film process solutions business of the Company will be carried out, with the Offeror (which is the parent entity) as the succeeding entity.