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Organization Chart (Graphic: Business Wire)

2. PSSJ Mergers (Simplified Procedure)

(1) Purpose of PSSJ Mergers

By unifying the system solution businesses which are currently divided into the company for development and manufacture, and the company for sales and solution, we ensure such business closely connected to the market and customers. At the same time, through unification of several functions for system solution, we will aim for expansion of the solution business.

(2) Summary of PSSJ Mergers

    (a)   Schedule of PSSJ Mergers
In the middle of December, 2012 (planned): Resolution of the Board of Directors on the merger
In the middle of December, 2012 (planned): Signing of the merger agreement
March 1, 2013 (planned): Effective date of the merger
 
(Note: Among PSSJ Mergers, the merger of PSN by PSSJ will be conducted through the simplified procedures provided under the Company Law of Japan, by which resolutions of the shareholders' meeting of PSSJ will not be required, and the resolution of the shareholders' meeting of PSN is scheduled to be made in the middle of February 2013.
 
Furthermore, among PSSJ Mergers, the merger of PSSIS by PSSJ will be conducted through the simplified procedures provided under the Company Law of Japan, by which resolutions of the shareholders' meetings of PSSJ and PSSIS will not be required.)
 
(b) Method of PSSJ mergers
PSSJ, as the continuing company, will absorb PSN and PSSIS, which will be dissolved upon the merger.
 
(c) Allotment in relation to the merger
There shall be no allotment of shares or any other consideration upon PSSJ mergers.
 
(d) Treatment of stock acquisition rights and convertible bonds of the dissolving company
There are no stock acquisition rights or convertible bonds issued by PSN and PSSIS.
 

(3) Basic information of PSSJ, PSN and PSSIS

(As of September 30, 2012)

        Continuing Company   Dissolving Company   Dissolving Company

(1)

 

Corporate name

Panasonic SystemSolutions Japan Co., Ltd.(PSSJ, which will change corporate name)

Panasonic SystemNetworks Co., Ltd.(PSN)

Panasonic SystemSolutions InfrastructureCo., Ltd.(PSSIS)

(2)

 

Head office

21-1, Ginza 8-chome,Chuo-ku, Tokyo, Japan

3-8, Shimomeguro 2-chome, Meguro-ku,Tokyo, Japan

600 Saedo-cho, Tsuzuki-ku,Yokohama City,Kanagawa, Japan

(3)

 

Name and title of representative

President,Tsugio Iwasa

President,Toshiyuki Takagi

President,Akinori Yanase

(4)

 

Principal lines of business

Sales of system equipment and AV equipment, plan, development and manufacture of software, etc., design and management of constructions, providing repair, maintenance and management support, and sales of information service, etc. Development, manufacture and sales of surveillance and monitoring systems, verification and settlement systems, PBX, IP related equipment, business phone, document related equipment, etc. Development and manufacture of wireless system network, infrastructure green power system, social infrastructure systems, etc.

(5)

 

Stated capital

350 million yen 29,845 million yen 90 million yen

(6)

 

Date established

April 1, 2008 December 24, 1955 September 1, 1988

(7)

 

Number of shares issued

137,601 shares 175,140,851 shares 4,000 shares

(8)

 

Fiscal year end

March 31 March 31 March 31

(9)

 

Major shareholders and shareholding ratio

Panasonic Corporation100%

Panasonic Corporation100%

Panasonic SystemNetworks Co., Ltd.100%

(10)

 

Operating resultsand financialconditions for theyear endedMarch 31, 2012

Panasonic SystemSolutions Japan Co., Ltd.(Non-consolidated,Japan G.A.A.P.)

Panasonic SystemNetworks Co., Ltd.(Non-consolidated,Japan G.A.A.P.)

Panasonic SystemSolutions InfrastructureCo., Ltd.(Non-consolidated,Japan G.A.A.P.)

    Net assets 37,011   74,188   5,071  
    Total assets 97,201   141,182   14,983  
   

Shareholders'equity per share(yen)

268,543.61

  422.62   1,266,798.64  
    Net sales 261,490   256,163   27,409  
   

Operating profit(loss)

9,447   (6,108 ) 331  
   

Ordinary income(loss)

9,597   (4,027 ) 217  
   

Net income(loss)attributable tothe company

4,666   (15,085 ) 49  
   

Net income(loss) per shareattributable tothe companyper share (yen)

  33,914.28     (86.14 )   12,488.60  

Note: In millions of yen, unless otherwise specified.

 

3. PMC Terminal Business Transfer

(1) Purpose of PMC Terminal Business Transfer

Panasonic intends to build a business structure which is specialized in the mobile phone terminal business in order to concentrate on such business and quickly respond to changes, thereby aiming to enhance business capability and to maintain and expand business in the relevant market.

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