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KONICA MINOLTA

About Konica Minolta

Giving Shape to Ideas

Konica Corporation
May 15, 2003

Reorganization to Follow after the Management Integration between Konica and Minolta

TOKYO, OSAKA (May 15, 2003) - Konica Corporation (Fumio Iwai, president, TSE4902) and Minolta Co., Ltd. (Yoshikatsu Ota, president, TSE7753) resolved today, May 15, 2003, on the future business restructuring policy, together with the conclusion of the stock swap contract, at the Board of Directors Meetings of both companies. This resolution is based on the “the letter of intent for the management integration”, which is the basic agreement of an integration of the management of both companies through a stock swap, signed on January 7, 2003.

  1. Konica and Minolta will integrate management in stock swap on August 5, 2003 with an aim to maximize group-wide corporate value by further reinforcing competitiveness and profitability. Then on October, 1, 2003, under the new integrated holding company, Konica Minolta Holdings, Inc., we are aiming to establish a new corporate group by reorganizing the five business sectors -- image information products (office equipment), optical products, cameras, photo imaging, and instrument systems-- and such functions as technology center, business expert and corporate strategy and administrations on October 1, 2003. However, businesses reorganization is subject to the approval of both companies’ shareholders meetings and the stock swap is completed based on the stock swap contract.

    1-1 Outline of the business reorganization

    1. Konica Business Technologies Corp. will succeed to the business of Minolta’s Image Information Products Co. through company separation having Minolta as a separating company and Konica as a succeeding company. The succeeding company’s name will be changed to Konica Minolta Business Technologies, Inc.

    2. Konica Opto Corp. will succeed to the business of Minolta’s Optical System Operations (excluding PLZT shutter* business), Optical Products Co. through company separation having Minolta as a separating company and Konica as a succeeding company. The succeeding company’s name will be changed to Konica Minolta Opto, Inc. (*PLZT shutter is a high-speed printer head.)

    3. Minolta will initially set up Minolta Camera, Inc, a preparatory company for its camera business. The Minolta Camera, Inc. will succeed to the business of Minolta’s Camera Operations, Optics Products Co. through company separation having Minolta as a separating company and Minolta Camera, Inc. as a succeeding company. At the same time, Minolta Camera, Inc. will succeed to the camera businesses within Konica Opto Corp. and Konica Photo Imaging Corp. through company separation having Konica Opto Corp. and Konica Photo Imaging Corp. as separating companies and Minolta Camera Inc. as a succeeding company. The succeeding company’s name will be changed to Konica Minolta Camera, Inc.

    4. Konica Photo Imaging Corp. will succeed to the PLZT shutter business of Minolta’s Optical System Operations, Optical Products Co. through company separation having Minolta as a separating company and Konica Photo Imaging as a succeeding company. The succeeding company’s name will be changed to Konica Minolta Photo Imaging, Inc.

    5. Minolta will initially set up Minolta Sensing, Inc., a preparatory company for its instrument system business. The Minolta Sensing, Inc. will succeed to the business of Minolta’s Instrument Systems Co. through company separation having Minolta as a separating company and Minolta Sensing, Inc. as a succeeding company. The succeeding company’s name will be changed to Konica Minolta Sensing, Inc.

    6. Konica Technology Center Corp. will succeed to Minolta’s businesses and functions related to image information engineering center, intellectual properties and industrial design through company separation having Minolta as a separating company and Konica Technology Center Corp. as a succeeding company. The succeeding company’s name will be changed to Konica Minolta Technology Center, Inc.

    7. Konica Business Expert Corp. will succeed to the business and functions related to Minolta’s Business Expert Headquarters through company separation having Minolta as a separating company and Konica Business Expert Corp. as a succeeding company. The succeeding company’s name will be changed to Konica Minolta Business Expert, Inc.

    8. Minolta is subject to undergoing of the above company separations, before being merged with Konica Minolta Holdings, Inc.

    1-2 Legal procedures
    After the management integration on August 5, 2003 in stock swap, and after signing company separation (merger) agreement following getting approvals at the Board of Directors meetings of the succeeding companies and separating companies, the separation and merger will be decided at the Extraordinary Shareholders Meetings of these group companies to be held on August 25, 2003. Merger of Minolta with Konica Minolta Holdings, Inc. will be conducted by simplified merger pursuant to Clause 3 of Article 413 of the Commercial Code of Japan and does not need an approval of stockholders meeting of Konica Minolta Holdings, Inc.

    1-3 Konica Minolta Camera, Inc. and Konica Minolta Photo Imaging, Inc. are separating companies as of October 1, 2003. However, through such measures as reorganization of sales companies, they are aimed to integrate on April 1, 2004.

    1-4 Konica Medical and Graphic Corp. will change its name to Konica Minolta M&G, Inc. as of October 1, 2003.

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