Konica Corporation
May 15, 2003

TOKYO, OSAKA (May 15, 2003) - Konica Corporation (Fumio Iwai, president, TSE4902) and Minolta Co., Ltd. (Yoshikatsu Ota, president, TSE7753) resolved today, May 15, 2003, at the Board of Directors Meetings of both companies and concluded a stock swap contract based on "the letter of intent for the management integration", which is the basic agreement of the management integration through a stock swap, signed on January 7, 2003.

This contract is to be approved at the Ordinary General Shareholders' Meetings to be held on June 25, 2003 for Konica and on June 27, 2003 for Minolta. After getting its approval, Konica and Minolta will swap stocks on August 5, 2003, having Konica as a complete parent company and Minolta as a wholly owned subsidiary. After the stock swap, Konica will become a new integrated holding company, "Konica Minolta Holdings, Inc".

We have already announced the stock swap ratio on January 16, 2003, and we have confirmed, among others, by opinions of our respective financial advisors (Nomura Securities Co., Ltd. for Konica and Daiwa Securities SMBC Co., Ltd. for Minolta) that this ratio need not be changed since there is no significant change in the various prevailing conditions concerning stock swap ratio as agreed upon in "the letter of intent for the management integration".

1. Stock Swap Ratio:

   	Konica Corporation (complete parent company)	Minolta Co., Ltd. (wholly owned subsidiary)
   Stock Swap Ratio	1	0.621

2. Shares to be Issued

   Konica will newly issue 174,008,969 common shares for this stock swap, and for the shareholders in the Minolta's shareholders list (including beneficial shareholders) as of the day immediately before the swap date, Konica will allocate Konica's 0.621 common share for those who own Minolta's one common share. For this transaction, Konica will not pay stock swap grant to the Minolta's shareholders, however, dividend for the newly issued common shares will be calculated from April 1, 2003.

3. Capital Increase and Capital Reserve

   Konica will not increase its stated capital for the stock swap transactions. Capital reserve will be increased pursuant to Clause 1-2 of Article 288-2 of the Commercial Code of Japan.

4. Outline of the Companies Concerned in the Stock Swap

   		As of March 31, 2003	As of March 31, 2003
   1	Company name	Konica Corporation	Minolta Co., Ltd.
   2	Business	Manufacture and sale of photographic films and papers, photographic processing units, photographic chemicals, copiers, cameras, optical supplies, etc.	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	Yoshikatsu Ota, President
   6	Capital	37,519 million yen	25,832 million yen
   7	Common stocks issued	357,655,368 shares	280,207,681 shares
   8	Shareholder’s equity	165,730 million yen	86,378 million yen
   9	Total assets	363,817 million yen	269,196 million yen
   10	Fiscal Year End	March 31	March 31
   11	Number of employees	4, 032	3,200
   12	Major shareholders and ratio of their shares	Japan Trustee Services Bank, Ltd. 10.31% The Master Trust Bank of Japan, Ltd. 5.87% UFJ Bank Limited 4.93% The Bank of Tokyo-Mitsubishi, Ltd. 4.75% UFJ Trust Bank Limited. 2.90%	The Master Trust Bank of Japan, Ltd. 9.10% Daido Life Insurance Company 5.20% Sumitomo Mitsui Banking Corporation 4.94% Risona Bank, Limited 4.92% Japan Trustee Services Bank,Ltd. 4.38%