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Organization Chart (Graphic: Business Wire)

(2) Summary of PMC Terminal Business Transfer

On April 1, 2013, upon changing its corporate name, PMC will transfer its mobile phone terminal business to Panasonic Mobile Communications Co., Ltd., which will be newly incorporated by a corporate split.

(Note: With respect to PMC Terminal Business Transfer, the resolution of the shareholders' meeting of PMC is scheduled to be made in the middle of February 2013.)

4. PMC Station Business Transfer

(1) Purpose of PMC Station Business Transfer

Panasonic intends to improve development and other business capabilities with respect to the mobile phone base station business of PMC by transferring to the newly merged company after implementation of PSSJ Mergers with the wireless-related system business.

(2) Summary of PMC Station Business Transfer

The mobile phone base station business of PMC will be transferred to the newly merged company after implementation of PSSJ Mergers through a corporate split with an expected effective date of April 1, 2013.

5. PMC Merger (Simplified Procedure)

(1) Purpose of the PMC Merger

Panasonic intends to effectively utilize assets by absorbing the PMC entity, which will only have the function to hold and manage those assets, after the implementation of PMC Station Business Transfer and PMC Terminal Business Transfer.

(2) Summary of the PMC Merger

    (a)   Schedule of the PMC Merger
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
April 1, 2013 (planned): Effective date of the merger
 

(Note: The merger will be conducted through a simplified procedure provided under the Company Law of Japan, by which resolutions of the shareholders' meetings of Panasonic and PMC will not be required.)

 
(b) Method of the merger
Panasonic, as the continuing company, will absorb PMC, 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 the merger.
 
(d) Treatment of stock acquisition rights and convertible bonds of the dissolving company
There are no stock acquisition rights or convertible bonds issued by PMC.
 

(3) Basic information of Panasonic and PMC

 (As of September 30, 2012)

    Continuing Company   Dissolving Company

(1)

 

Corporate name

Panasonic Corporation

Panasonic MobileCommunications Co., Ltd.(PMC, which will change itscorporate name before thismerger)

(2)

 

Head office

1006, Oaza Kadoma,Kadoma City, Osaka, Japan

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

(3)

 

Name and title ofrepresentative

President,Kazuhiro Tsuga

President,Toshinori Hoshi

(4)

 

Principal lines ofbusiness

Manufacture and sale of electronic and electric equipment, etc. Development, manufacture and sales of mobile phone terminal and mobile phone base station

(5)

 

Stated capital

258,740 million yen 22,856 million yen

(6)

 

Date established

December 15, 1935 January 17, 1958

(7)

 

Number of shares issued

2,453,053,497 shares 188,149,982 shares

(8)

 

Fiscal year end

March 31 March 31

(9)

 

Major shareholders and shareholding ratio

The MasterTrust Bank of Japan,Ltd. (trust account)

 

  5.17 %

Panasonic Corporation   100%

Japan TrusteeServices Bank, Ltd.(trust account)

 

5.07 %

Nippon Life InsuranceCompany

3.12 %

Sumitomo MitsuiBanking Corporation

 

2.72

%

 
 

SSBT OD05OMNIBUSACCOUNT-TREATYCLIENTS

 

2.57

%

(10)

 

Operating results andfinancial conditionsfor the year endedMarch 31, 2012

Panasonic Corporation(Consolidated, U.S. G.A.A.P.)

Panasonic MobileCommunications Co., Ltd.(Non-consolidated, JapanG.A.A.P.)

    Net assets 1,977,566   143,563  
    Total assets 6,601,055   223,126  
   

Shareholders' equity per share (yen)

834.79   763.02  
    Net sales 7,846,216   156,291  
    Operating profit (loss) 43,725   (7,384 )
    Ordinary income (loss) --   (5,013 )
    Net income (loss) attributable to the company (772,172 ) (4,435 )
    Net income (loss) per share attributable to the company per share (yen)   (333.96 )   (23.57 )
Notes:   1.   In millions of yen, unless otherwise specified.
2. As of September 30, 2012, Panasonic holds 141,368,990 shares of its common stock.
3. Panasonic's "Shareholders' equity per share" is presented in accordance with the United States Generally Accepted Accounting Principles (U.S. G.A.A.P.). As for PMC, the amount of "Net assets per share" is stated instead of "Shareholders' equity per share."
4. With respect to Panasonic, the item "Ordinary income" is omitted since it does not exist under U.S. G.A.A.P., which has been adopted by Panasonic on a consolidated basis.
5. PMC's information is as of September 30, 2012; however, as a result of PMC Station Business Transfer and PMC Terminal Business Transfer, PMC will only have a function to hold and manage its assets when the PMC Merger is conducted.
 

6. Conditions after the Merger

 
        Newly Merged Company   New Mobile Phone Terminal Business Company
(1)   Corporate name Panasonic System Networks Co., Ltd. (The corporate name of continuing company, PSSJ, will be changed)

Panasonic MobileCommunications Co., Ltd.

(2)   Name and title of representative Not yet decided Not yet decided
(3)  

Principal lines of business

Development, manufacture and sales of surveillance and monitoring camera, verification and settlement systems, PBX, IP related equipment, business phone, document related equipment and mobile phone base stations, etc. Development, manufacture and sales of mobile phone.
(4)   Stated capital 350 million yen 5,700 million yen
(5)   Fiscal year end   March 31   March 31
 

7. Effect on Financial Outlook

Effects of these reorganizations on our consolidated financial results are reflected in our consolidated financial results for six months ended September 30, 2012 or are taken into account in the revision of our consolidated annual forecast, which were announced today.

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