About Konica Minolta

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Konica Minolta Holdings, Inc.
August 5, 2003

Notification of the Integration and Reorganization of the Konica Minolta Group

TOKYO (August 5, 2003) --- Konica Minolta Holdings, Inc. (Fumio Iwai, President and CEO, TSE: 4902, Section 1) and the Group companies of Konica Minolta Holdings, Inc., in accordance with the policies for future business reorganization within the scope of the management integration announced on May 15, 2003 have determined to execute, through corporate separation and integration, the integration and reorganization of the business areas of the Group companies, and of the areas of strategic and managerial functions of the Group as a whole including Konica Minolta Holdings, Inc. itself.The Company will herein enter into contracts for corporate separation and corporate merger on August 5, 2003

  1. Overview of the Konica Minolta Group Following the Business Reorganization On October 1, 2003, the Konica Minolta Group will be reorganized as per next page in accordance with the separation contract and merger contract.

  2. The Merger Contract

    1. With the business reorganization as described above, a merger shall take place on October 1, 2003, so that the Group strategic and managerial functions remaining with Minolta Co., Ltd. after the corporate separation may be integrated into Konica Minolta Holdings, Inc.
    2. The merger shall be handled such that, following all legal procedures, Konica Minolta Holdings, Inc. remains as the succeeding company.
    3. As Konica Minolta Holdings, Inc. owns all issued stock of Minolta Co., Ltd., there will be no issuing of new stock nor an increase of capital, and no payment of delivered money due to the merger.
    4. This merger shall take place as a simple merger that is not subject to the approval of the general shareholders meeting of Konica Minolta Holdings, Inc.
    5. The status of the company following the merger shall be as described for item 1., Konica Minolta Holdings, Inc., in "Overview of the Konica Minolta Group Following Business Reorganization".
    6. This merger is being conducted in order to integrate the business functions between Group companies, so the effects of the merger on business results will be minimal in terms of both consolidated and non-consolidated financial results.
    7. The forecast for business results following the merger are scheduled to be announced promptly after the forecast has been determined.
  3. Overviews of the Merging Companies and Business Results for the Past Three Fiscal Terms

    1. Company Overviews (As of August 5, 2003)

      (1)Company name Konica Minolta Holdings, Inc. Minolta Co., Ltd.*
      (2)Business Holding company (Formulation and promotion of group business strategies, auditing of group business, other areas of group business management) Manufacture and sale of copiers, printers, cameras, optical units, radiometric instruments, planetariums, etc.
      (3)Establishment December 1936 November 1928
      (4)Head Office 26-2, 1-chome, Nishi-shinjuku, Shinjuku-ku, Tokyo 3-13, 2-chome, Azuchi-machi, Chuo-ku, Osaka
      (5)Representative Fumio Iwai, President and CEO, Representative Executive Officer Yoshikatsu Ota, President
      (6)Capital 37,519 million yen 25,832 million yen
      (7)Common stocks issued
      (As of March 31, 2003)
      357,655,368 shares 280,207,681 shares
      (8)Shareholder’s equity
      (As of March 31, 2003)
      165,730 million yen 86,378 million yen
      (9)Total assets
      (As of March 31, 2003)
      363,817 million yen 269,196 million yen
      (10)Closing Date March 31 March 31
      (11)Number of employees Approximately 100 3,424
      (12)Major banks of account The Bank of Tokyo-Mitsubishi, Ltd.
      UFJ Bank Limited
      Sumitomo Mitsui Banking Corporation
      Sumitomo Mitsui Banking Corporation
      UFJ Bank Limited
      Risona Bank, Limited
      This chart shows overviews for companies prior to the transfer of the various business operations of Minolta Co., Ltd. to the respective business companies of the Konica Minolta Group as a result of corporate separation.
    2. Business Results for the Past Three Fiscal Terms (Non-consolidated)

        Konica Minolta Holdings, Inc.
      (Formerly, Konica Corporation)
      Fiscal Year Ended March 31, 2001 March 31, 2002 March 31, 2003
      Net Sales (millions of yen) 345,284 339,003 357,853
      Operating income (millions of yen) 17,817 16,327 24,028
      Recurring profit (millions of yen) 17,175 18,702 20,746
      Net income (millions of yen) 3,653 (29,928) 6,481
      Net income per share (yen) 10.21 (83.69) 18.00
      Shareholders’ dividend per share (yen) 10 10 10
      Shareholders’ equity per share (yen) 550.61 456.18 463.77
        Minolta Co., Ltd.
      Fiscal Year Ended March 31, 2001 March 31, 2002 March 31, 2003
      Net Sales (millions of yen) 278,955 272,105 296,329
      Operating income (millions of yen) 8,352 3,088 22,253
      Recurring profit (millions of yen) 8,223 (1,531) 17,712
      Net income (millions of yen) 2,476 (33,596) 11,969
      Net income per share (yen) 8.84 (119.90) 42.74
      Shareholders’ dividend per share (yen) 6 - 3
      Shareholders’ equity per share (yen) 359.00 265.22 308.60

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