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KONICA MINOLTA

About Konica Minolta

Giving Shape to Ideas

Minolta Co., Ltd.
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.

  2. Concerning domestic and overseas subsidiaries of the above businesses and common function companies, after the August 5th management integration, their businesses will be reorganized to maximize synergy and integration effects at the best earliest possible timing.

    2-1. In the major countries, the sales companies will be reorganized under the concerned business companies in each location. However, there are possibilities to use the same sales companies by the multiple business companies considering efficiency of the indirect and administrative operations.

    2-2. Reorganizations of the domestic subsidiaries controlled by the business and common function companies will be decided separately.

  3. Outline of the new corporate group

    Company Name
    (Head Office)    		 Fiscal 2003
    Consolidated
    Sales*1 (Mil Yen)    		 Business and Functions
    Konica Minolta Holdings, Inc.
    (Chiyoda-ku, Tokyo)    		 1,142,000*2 Planning and promoting group management strategy, auditing group management, other group management and administration
    Konica Minolta Business Technologies, Inc.
    (Chiyoda-ku, Tokyo)    		 617,000 Manufacturing, sale and related services of copies, printers, micro systems, facsimiles, and related supplies
    Konica Minolta Opto, Inc.
    (Hachioji, Tokyo)    		 1,08000 Manufacturing and sale of optical and related products and electronic materials
    Konica Minolta Photo Imaging, Inc.
    (Hino, Tokyo)    		 166,000 Manufacturing, sale and related services of consumer and commercial photographic materials, ID photos, inkjet media, and related equipment
    Konica Minolta Camera, Inc.
    (Sakai, Osaka)    		 161,000 Manufacturing, sale, and related services of photographic equipment such as digital cameras, film cameras and lenses
    Konica Minolta M&G, Inc.
    (Shinjuku-ku, Tokyo)    		 153,000 Manufacturing, sale, and related services of film and processing equipment for medical and graphic imaging
    Konica Minolta Sensing, Inc.
    (Sakai, Osaka)    		 10,500 Manufacturing and sale of instrument systems for photographic, industrial and medical industries
    Konica Minolta Technology Center, Inc.
    (Hino, Tokyo)    		 ----- *3 Research and development, incubation of new technologies and businesses, and administration and services of intellectual properties
    Konica Minolta Business Expert, Inc.
    (Hachioji, Tokyo)    		 ----- *3 Various management supports and indirect functions and services
    *1
    The consolidated sales figures of fiscal 2003 are simple addition of the respective 2003 business plans of Konica and Minolta.
    *2
    Concerning the sales amount of Konica Minolta Holdings, Inc., 1,142,000 million yen, internal sales and other outside sales have been eliminated from the total of business sales amounting to 1,215,500 million yen.
    *3
    The figures are eliminated since they are internal sales within group.

    3-2. Succession of rights and obligations

    1. In case of the company separations, in accordance with the company separation agreements, succeeding companies will succeed to the rights and obligations of the separating companies.
    2. In case of the mergers, the existing company will succeed to the rights and obligations of the dissolving company.
  4. After the management integration of August 5th, the medium-term business plan will duly be announced shortly.
  5. Succession of the labor conditions

    5-1. In case of the company separations, succeeding companies will succeed to the labor conditions of the separating companies.

    5-2. In case of the separation of certain businesses, employees belonging to those businesses will be relocated to succeeding companies.

    5-3. In case of the merger, existing company will succeed to the labor conditions of the dissolving company.

    5-4. Details will be resolved through labor-capital conferences.

  6. Major upcoming schedule

    August 25: Extraordinary Meetings of Shareholders to get approval of the company separations (excluding Konica Minolta Holdings, Inc.)

    August 26: Public notification inviting opposition by creditors (company separations and simplified merger)

    October 1: Target date for business reorganization(date of separations, date of merger)

  7. Business reorganization scheme
    On August 5, 2003, a new integrated holding company, Konica Minolta Holdings. Inc., will be formed in a stock swap having Konica, which is a pure holding company, as a complete parent company and Minolta as a wholly owned subsidiary.
    On October 1, 2003, a new corporate group will be formed by business reorganization within the group companies.
    (Please refer to the attached group organization charts)

KONICA MINOLTA GROUP NEW ORGANIZATION

<August 5, 2003>

A new integrated holding company, Konica Minolta Holdings. Inc., will be formed through a stock swap having Konica as a complete parent company and Minolta as a wholly owned subsidiary.

Organization Chart August 5, 2003

<October 1, 2003>

A new corporate group will be formed by business reorganization within the group companies.

Organization Chart October 1, 2003

*
Konica Minolta Photo Imaging, Inc. and Konica Minolta Camera, Inc. are planned to be integrated on April 1, 2004.

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. court's 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.

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