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October 28, 2009

Hitachi Capital Corporation (8586)

Re: Merger of Subsidiary Companies

 This is to inform you that, at our board meeting held today, we decided to merge our consolidated subsidiary companies Hitachi Capital Ayase SC Co., Ltd. and Gontazaka Square Co., Ltd.

- Description -

  1. Purpose of the Merger

     Hitachi Capital Ayase SC Co., Ltd. manages and operates our commercial facility, Ayase Town Hills Shopping Center, located in Ayase-shi, Kanagawa prefecture, and Gontazaka Square Co., Ltd. does the same for another commercial and residential facility, Gontazaka Square. To improve services and operational efficiency, we decided to merge the two companies. 

  2. Summary of merger

    (1) Schedule of the merger:
    Conclusion of merger contract: October 29, 2009 (planned)
    Extraordinary shareholder meeting for merger approval: November 13, 2009 (planned)
    Effective date for merger: January 1, 2010 (planned)
     
    (2) Merger method:
    This event is an absorption-type merger, to retain Hitachi Capital Ayase SC Co., Ltd. and liquidate Gontazaka Square Co., Ltd.
     
    (3) Content of allocation by merger:
    Since both subsidiary companies are 100% owned by us, there is no transfer of shares or money involved in the merger.
     
  3. Outline of companies concerned
    (As of March 31, 2009)
    (1) Company name Hitachi Capital Ayase SC Co., Ltd.
    (Merging company)
    Gontazaka Square Co., Ltd.
    (Merged company)
    (2)Business content

    Planning, development, and operational management of large-scale commercial facilities 

    Planning, development, and operational management of large-scale commercial facilities 

    (3) Establishment October 1, 2004  July 3, 2007
    (4) Headquarters

    18-2, Iidabashi 2-chome, Chiyoda-ku, Tokyo

    1-1, Gontazaka 3-chome, Hodogaya-ku, Yokohama-shi, Kanagawa prefecture

    (5) Representative Takeshi Ara, President Takeshi Ara, President
    (6) Capital 80 million yen 35 million yen
    (7) Number of shares issued 1,600 700
    (8) Net assets 79 million yen 71 million yen
    (9) Total assets 1,103 million yen 459 million yen
    (10) Settlement period March 31 March 31
    (11) Number of employees 8 2
    (12) Major shareholder and shareholding ratios Hitachi Capital Corporation (100.00%) Hitachi Capital Corporation (100.00%)

4. Status after merger

(1) Company name: To be changed to Hitachi Capital Community Co., Ltd.

(2) Headquarters: To be changed to Fukaya 3734-1, Ayase-shi, Kanagawa prefecture

(3) Capital: No change

(4) Effect on business performance: The effect of this merger on the consolidated business performance of    Hitachi Capital Corporation will be slight.