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KONICA MINOLTA

About Konica Minolta

Giving Shape to Ideas

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: 4209, 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 attached sheets 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 the attached "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

<Attachment>

Overview of the Konica Minolta Group Following Business Reorganization (After October 1, 2003)

(1) Konica Minolta Holdings, Inc.

1) Description of Business: Holding Company (Planning and promoting group management strategy, auditing group management, other group management and administration)

2) Location of Headquarters: Chiyoda-ku, Tokyo

3) Representative: Fumio Iwai, President & CEO, Representative Executive Officer Yoshikatsu Ota, Vice President, Representative Executive Officer

4) Capital: ¥37,519 million

5) Number of Shares Issued: 531,664,337

6) Closing Date: March 31

7) Number of Employees: Approximately 140

8) Major Banks: The Bank of Tokyo-Mistubishi, Ltd., UFJ Bank Limited, Sumitomo Mitsui Banking Corporation

9) Estimated Consolidated Sales for Fiscal 2003: 1,142 billion yen

(2) Konica Minolta Business Technologies, Inc.

1) Description of Business: Manufacturing, sale and related services of copiers, printers, micro- systems, facsimiles, and related supplies.

2) Location of Headquarters: Chiyoda-ku, Tokyo

3) Representative: Yoshikatsu Ota, President and CEO

4) Capital: ¥500 million

5) Shareholder: 100% owned by Konica Minolta Holdings, Inc.

6) Closing Date: March 31

7) Number of Employees: Approximately 22,000

8) Estimated Consolidated Sales for Fiscal 2003: ¥617 billion

(3) Konica Minolta Opto, Inc.

1) Description of Business: Manufacturing and sale of optical and related products and electronic materials

2) Location of Headquarters: Hachioji, Tokyo

3) Representative: Takashi Matsumaru, President and CEO

4) Capital: ¥500 million

5) Shareholder: 100% owned by Konica Minolta Holdings, Inc.

6) Closing Date: March 31

7) Number of Employees: Approximately 1,900

8) Estimated Consolidated Sales for Fiscal 2003: ¥108 billion

(4) Konica Minolta Photo Imaging , Inc.

1) Description of Business: Manufacturing, sale and related services of consumer and commercial photographic materials, ID photos, inkjet media, and related equipment

2) Location of Headquarters: Hino, Tokyo

3) Representative: Hideaki Iwama, President and CEO

4) 4) Capital: ¥500, million

5) Shareholder: 100% owned by Konica Minolta Holdings, Inc.

6) Closing Date: March 31

7) Number of Employees: Approximately 3,900

8) Estimated Consolidated Sales for Fiscal 2003: ¥166 billion

(5) Konica Minolta Camera , Inc.

1) Description of Business: Manufacturing, sale, and related services of photographic equipment such as digital cameras, film cameras and lenses

2) Location of Headquarters: Sakai, Osaka

3) Representative: Hiroshi Fujii, President and CEO

4) Capital: ¥500, million

5) Shareholder: 100% owned by Konica Minolta Holdings, Inc.

6) Closing Date: March 31

7) Number of Employees: Approximately 4,100

8) Estimated Consolidated Sales for Fiscal 2003: ¥161 billion

(6) Konica Minolta Medical and Graphic , Inc.

1) Description of Business: Manufacturing, sale, and related services of film and processing equipment for medical and graphic imaging

2) Location of Headquarters: Shinjuku-ku, Tokyo

3) Representative: Teruo Kawaura, President and CEO

4) Capital: ¥500, million

5) Shareholder: 100% owned by Konica Minolta Holdings, Inc.

6) Closing Date: March 31

7) Number of Employees: Approximately 2,900

8) Estimated Consolidated Sales for Fiscal 2003: ¥153 billion

(7) Konica Minolta Sensing , Inc.

1) Description of Business: Manufacturing and sale of instrument systems for photographic, industrial and medical industries

2) Location of Headquarters: Sakai, Osaka

3) Representative: Hiroshi Furukawa, Pesident and CEO

4) Capital: ¥495, million

5) Shareholder: 100% owned by Konica Minolta Holdings, Inc.

6) Closing Date: March 31

7) Number of Employees: Approximately 400

8) Estimated Consolidated Sales for Fiscal 2003: ¥10.5 billion

(8) Konica Minolta Technology Center, Inc. <Corrected on August 11>

1) Description of Business: Research and development, incubation of new technologies and businesses, and administration and services of intellectual properties

2) Location of Headquarters: Hino, Tokyo

3) Representative: Kaoru Onodera, President and CEO

4) Capital: ¥50 million

5) Shareholder: 100% owned by Konica Minolta Holdings, Inc.

6) Closing Date: March 31

7) Number of Employees: Approximately 800

8) Estimated Consolidated Sales for Fiscal 2003: Sales are made within the Group, so the amount is not listed.

(9) Konica Minolta Business Expert , Inc.

1) Description of Business: Various management supports and indirect functions and services

2) Location of Headquarters: Hachioji, Tokyo

3) Representative: Toshiaki Ishihara, President and CEO

4) Capital: ¥495 million

5) Shareholder: 100% owned by Konica Minolta Holdings, Inc.

6) Closing Date: March 31

7) Number of Employees: Approximately 1,400

8) Estimated Consolidated Sales for Fiscal 2003: Sales are made within the Group, so the amount is not listed.

Notes:

  1. The estimated amount of consolidated net sales for fiscal 2003 for each item is a simple total amount of net sales resulting from the business plan for fiscal 2003 of Konica Corporation and Minolta Co., Ltd., respectively, which were announced on May 15, 2003.
  2. The net sales of Konica Minolta Holdings, Inc. amounting to ¥1,142 billion <(1)> is the amount adjusted by deducting other outside sales and inter-group sales amounts from the total amount of ¥1,215.5 billion <(2) to(7)>.

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