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. | ||||||
| (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. | |||||||||||
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