May 15, 2003
Konica to Change the Number of Shares Constituting One Voting Unit and to Purchase Shares of Its Own Stock
Tokyo (May 15, 2003) - Konica Corporation (Fumio Iwai, president, TSE4902), at todays Board of Directors Meeting, resolved to include "change in the number of shares constituting one voting unit of its company stock" in "the stock swap contract" with Minolta Co., Ltd. (Yoshikatsu Ota, president, TSE7753) and to obtain an authorization for said change at the Ordinary General Meeting of Shareholders to be held on June 25, 2003.
We also resolved at the same Board of Directors Meeting to obtain an authorization at the Ordinary General Meeting of Shareholders concerning "purchase of its own shares" pursuant to Article 210 of the Commercial Code of Japan.
<Change in the Number of Shares Constituting One Voting Unit>
Reasons for changing:
The change will be made to further activate its stock transaction and to increase the number of individual shareholders.
The number of shares constituting one voting unit will be changed from 1,000 to 500 shares.
However, this change will take place on condition that “the stock swap contract” is authorized at the Ordinary General Meetings of Shareholders of Konica and Minolta, respectively, to be held in June, and the stock swap is completed on August 5, 2003.
August 5, 2003
Reference: At the same time, on August 5, 2003, trading unit will be changed from 1,000 to 500 at the Tokyo, Osaka, and Nagoya Stock Exchanges.
<Purchasing of its Own Shares>
Reason for Purchasing:
In order to further improve its operation to meet with changing operating environment, the Company intend to purchase its own shares whenever necessary pursuant to Article 210 of the Commercial Code of Japan.
Details of Purchasing:
2-1. Class of shares: Common stock of Konica Corp.
2-2. Aggregated number of shares: Up to 35 million shares
( 9.8 % of the total shares issued)
2-3. Aggregated purchasing amount: Up to 20,000 million yen
2-4. Purchasing schedule: Konica does not have any plan to acquire its shares as of today.
The above details will be effective upon getting authorization at the Ordinary General Meeting of Shareholders to be held on June25, 2003.
Notice to U.S. Investors
This press release includes forward-looking statements that reflect the plans and expectations of Konica Corporation and Minolta Co., Ltd., in relation to the proposed share exchange and integration of management and the benefits resulting from them. To the extent that statements in this press release do not relate to historical or current facts, they constitute forward-looking statements. The forward-looking statements are based on the current assumptions and beliefs of Konica Corporation and Minolta Co., Ltd. in light of the information available to them, and involve known and unknown risks and uncertainties. Potential risks and uncertainties include, but are not limited to, the ability of Konica Corporation and Minolta Co., Ltd. to integrate their operations effectively, as well as the factors identified under Forward-Looking Statements of the Annual Report 2002 of Konica Corporation and Disclaimer Regarding Forward-Looking Statements of the Annual Report 2002 of Minolta Co., Ltd. Such risks, uncertainties and other factors may cause the actual results, performance or financial position of the new corporate group referred to in this press release to differ materially from those expressed or implied in the forward-looking statements. Konica Corporation and Minolta Co., Ltd. undertake no obligation to update publicly any forward-looking statements after the date of this press release.
This press release relates to a proposed share exchange which involves the securities of two Japanese companies, Konica Corporation and Minolta Co., Ltd. The share exchange is subject to Japanese disclosure requirements that are different from those of the United States. Financial information included in the document has been prepared in accordance with Japanese accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since Konica Corporation and Minolta Co., Ltd. are located in Japan, and some or all of their officers and directors are residents of Japan. You may not be able to sue the companies or their officers or directors in a Japanese court for violations of the U.S. securities laws. It may be difficult to compel the companies and their affiliates to subject themselves to a U.S. courts judgment.
You should be aware that Konica Corporation and Minolta Co., Ltd. may purchase securities otherwise than under the share exchange, such as in open market or privately negotiated purchases.