KKR L P : Announcement Regarding the Tender Offer for the Shares of Hitachi Kokusai Electric Inc.

April 26, 2017

Company Name: HKE Holdings G.K. Representative: William Janetschek, Executor Contact: 03-6268-6000

We announce that as of today, HKE Holdings G.K. ("we" or the "Offeror") has resolved to acquire the common shares (the "Target Company Shares") of Hitachi Kokusai Electric Inc. (Securities Code: 6756, First Section of the Tokyo Stock Exchange) (the "Target Company") by a tender offer (the "Tender Offer"), in accordance with the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) (the "Act") and other applicable laws and regulations.

We intend to commence the Tender Offer, subject to the fulfillment of the following conditions:

1. Completion of the procedures and actions regarding approvals and authorizations, and the lapse of a waiting period therefor, required under domestic and overseas competition acts, and other laws and regulations;

2. Submission by the third-party committee established by the Target Company of a report approving the Matters of Inquiry (as defined in the section titled "(iv) The Target Company has established a third- party committee and has obtained an affirmative opinion" within "(4) 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" within "1. Purpose of the Tender Offer"; hereinafter the same), which has not been withdrawn;

3. (a) Adoption of a resolution at a meeting of the Board of Directors of the Target Company with the affirmative vote of all directors, except for directors who have or may have an interest in the parent company, Hitachi, Ltd. ("Hitachi"), expressing an opinion in support of the Transaction (as defined below), including the Tender Offer; and (b) No adoption of a resolution withdrawing that resolution or stating contrary to that resolution; and

4. Fulfillment of certain other conditions (see below Note 1) (these items (i) to (iv), the "Conditions Precedent to the Tender Offer") contained in the Basic Agreement (as defined in the section titled "(1) Summary of the Tender Offer" within "1. Purpose of the Tender Offer").

   In the event that one or more of the aforementioned conditions is not satisfied, the Tender Offeror may, in its discretion, elect to waive such Conditions Precedent to the Tender Offer, in whole or in part, and proceed with the Tender Offer.

   The Offeror intends to commence the Tender Offer promptly upon the fulfillment (or waiver by the Offeror) of the Conditions Precedent to the Tender Offer, and as of the date hereof, intends to commence the Tender Offer in early August 2017. As it is difficult to estimate the time period required for the procedures of domestic and overseas

   competition authorities, we will make an announcement promptly once the schedule of the Tender Offer has been determined.

   Note 1: Under the Basic Agreement, the commencement of the Tender Offer is subject to items (i) through (x) below, in addition to items (i) through (iii) above:

5. The representations and warranties of Hitachi and HVJ Holdings Inc. ("HVJ"), an entity backed by funds managed and serviced by Japan Industrial Partners ("JIP", for a summary of JIP please refer to "(ii) Discussions between the Offeror, the Target Company, Hitachi and JIP, and the decision-making process of the Offeror" under "(2) Background, purpose and decision-making process of the Offeror leading to the decision to conduct the Tender Offer, and management policy following the Tender Offer" under "1. Purpose of the Tender Offer" below), are true and correct in all material aspects;

6. Each of Hitachi and HVJ has duly performed or complied with all of its obligations under the Basic Agreement in all material respects;

7. Confirmation by the Target Company that all material information (as defined in Article 166, Paragraph 2 of the Financial Instruments and Exchange Law) regarding the Target Company's business has been disclosed (as defined in Article 166, Paragraph 4 of the Financial Instruments and Exchange Law);

8. There is no declaration, litigation or process involving a governmental or administrative agency seeking to limit or prevent the transaction, and there is no decision from a governmental or administrative agency seeking to limit or prevent the transaction, nor is there reasonable belief that any of the foregoing may exist;

9. Agreements exist and are effectively executed to offer services relating to agreements regarding the Transaction (excluding the Tender Offer) during the Transaction and during the transitional period after the Transaction has been implemented;

10. The Offeror has received from the Target Company an agreement (the "Agreement") concerning the Target Company's obligations, representations and warranties regarding the Transaction and the Agreement has not been withdrawn by the commencement date of the Tender Offer;

11. The representations and warranties of the Agreement are true and correct in all material respects;

12. The Target Company has duly performed or complied with in all material respects all of its obligations to be performed or complied with under the Agreement;

13. The Offeror has reached an agreement with Hitachi and HVJ regarding the articles of incorporation of the Target Company following the Company Split (defined below); and

14. Hitachi has submitted a financing certificate reasonably detailing the payments in connection with the Hitachi Investment (as defined in the section titled "(1) Summary of the Tender Offer" under "1. Purpose of the Tender Offer") and other explanatory documents, and HVJ has submitted a financing certificate reasonably detailing the payments in connection with the

JIPAdvance Payment (as defined in the section titled "(1) Summary of the Tender Offer" under "1. Purpose of the Tender Offer") and other explanatory documents.

The Basic Agreement is subject to the fulfillment of the following conditions by the business day proceeding the commencement date of the Tender Offer. If the conditions are fulfilled, Hitachi and HVJ are able to request that the Tender Offer not be commenced (a "Request to Halt Commencement of the Tender Offer"):

1. Completion of the procedures and actions for approvals and authorizations required under domestic and overseas competition laws, and the expiration of applicable waiting periods;

2. Submission by the third-party committee established by the Target Company of a report approving the Matters of Inquiry (as hereinafter defined), which has not been withdrawn;

3. (a) Adoption of a resolution at a meeting of the Board of Directors of the Target Company with the affirmative vote of all directors, except for directors who have or may have an interest in the parent company, Hitachi, expressing an opinion in support of the Transaction, including the Tender Offer (including an opinion that the Tender Offer Price (as defined in the section titled "(ii) Discussions between the Offeror, the Target Company, Hitachi and JIP, and the decision-making process of the Offeror" under "(2) Background, purpose and decision-making process of the Offeror leading to the decision to conduct the Tender Offer, and management policy following the Tender Offer") is valid); and (b) No adoption of a resolution withdrawing that resolution or stating contrary to that resolution; and

4. Fulfillment of certain other conditions (see below Note 2) (these items (i) to (iv), the "Conditions Precedent of the Basic Agreement").

Note 2: Under the Basic Agreement, the Request to Halt Commencement of the Tender Offer is also subject to the non-fulfillment of items (i) through (viii) below, in addition to items (i) through (iii) above:

1. The representations and warranties of the Offeror are true and correct in all material aspects;

2. The Offeror duly performed or complied with all of its obligations under the Basic Agreement in all material respects;

3. There is no declaration, litigation or process involving a governmental or administrative agency seeking to limit or prevent the transaction, and there is no decision from a governmental or administrative agency seeking to limit or prevent the transaction, nor is there reasonable belief that any of the foregoing may exist;

4. Confirmation has been received from Hitachi and HVJ that the contents of the Tender Offer Registration Statement are reasonable;

5. Applicable agreements have been executed to offer services relating to agreements regarding the Transaction (excluding the Tender Offer) during the Transaction and during the transitional period after the Transaction has been implemented;

6. Confirmation has been received from Hitachi and HVJ that the conditions of the agreement relating to the Offeror's loan are reasonable conditions;

7. HVJ has received the Agreement from the Target Company and the Agreement has not been withdrawn by the commencement date of the Tender Offer; and

8. The Offeror has reached an agreement with Hitachi and HVJ regarding the articles of incorporation of the Target Company following the Company Split.

The Offeror intends for the Target Company to become a wholly owned subsidiary of the Offeror, at which point the Target Company will be delisted as part of a series of intended procedures following the completion of the Tender Offer, as further described in the section titled "(5) Policy for organizational restructuring after the Tender Offer (matters relating to the 'Two-Step Acquisition')" under "1. Purpose of the Tender Offer", and "(a) Capital Reduction and the Share Repurchase by the Target Company" under "(ii) Discussions between the Offeror, the Target Company, Hitachi and JIP, and the decision-making process of the Offeror" under "(2) Background, purpose and decision-making process of the Offeror leading to the decision to conduct the Tender Offer, and management policy following the Tender Offer". In addition, the Offeror agrees that Hitachi, the parent company of the Target Company, will not tender in the Tender Offer, and that after the completion of the Tender Offer and the Share Consolidation (as defined in "(5) Policy for organizational restructuring after the Tender Offer (matters relating to the 'Two-Step Acquisition')") takes effect, the Target company will acquire all of the shares in the Target Company owned by Hitachi (the "Share Repurchase"). Based on the Offeror's proposal, the Target 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. After the Offeror and Hitachi have become the sole shareholders of the Target Company through successful completion of the Tender Offer and effectuation of the Share Consolidation, the Target Company intends to hold an extraordinary general shareholders meeting with an agenda that includes a proposal for a reduction in the amount of capital, capital reserve and profit reserve (the "Capital Reduction") and the Share Repurchase by around December 2017. After the Target company becomes the Offeror's wholly-owned subsidiary following the Share Repurchase, the Offeror will divest the Target Company's thin-film process solutions business through an absorption-type company split whereby the Offeror will be the succeeding corporation, and will subsequently transfer 20% of the Target Company Shares held by the Offeror to each of Hitachi and HVJ. Accordingly, the Offeror, Hitachi and HVJ will hold 60%, 20% and the remaining 20%, respectively, of the Target Company Shares after the completion of each of the above transfers.

For a summary of the aforementioned processes regarding the Target Company becoming a wholly-owned subsidiary of the Offeror through the Tender Offer, Share Consolidation, and Share Repurchase, as well as the following intended divestiture and the subsequent transfer by the Offeror of 20% of the Target Company Shares held by the Offeror to each of Hitachi and HVJ, in addition to other related transactions (the "Transaction") please refer to "Exhibit 1: Scheme Diagram of the Transaction and Reorganization Scheduled Thereafter", and for additional details please refer to "(ii) Discussions between the Offeror, the Target Company, Hitachi and JIP, and the decision-making process of the Offeror" under "(2) Background, purpose and decision-making process of the Offeror leading to the