Announcement Concerning Expression of Opinion in Favor of Tender Offer by Panasonic Corporation, the Controlling Shareholder of the Company, for the Common Stock of the Company and Recommendation to Tender Shares

TOKYO--(BUSINESS WIRE)--Panasonic Electric Works Co., Ltd.:

“Announcement of Agreements toward Panasonic’s Acquisition of All Shares of Panasonic Electric Works and SANYO.”

To whom it may concern:

Panasonic Electric Works Co., Ltd. (the “Company”) hereby announces that the Company has resolved, at a meeting of its board of directors (the “Board”) held today, to express its opinion in favor of the tender offer for the common stock of the Company (the “Common Stock”) by Panasonic Corporation (the “Tender Offeror”) (Such tender offer is hereinafter referred to as the “Tender Offer”) and to recommend that the shareholders of the Company (the “Shareholders”) tender their shares.

Please note that the relevant resolution was adopted on the premise that the Company will become a wholly-owned subsidiary of the Tender Offeror through the Tender Offer and a series of subsequent transactions and that the Common Stock will be delisted.

1. Profile of the Tender Offeror

(1)	Company Name:	Panasonic Corporation
(2)	Address:	1006, Oaza Kadoma, Kadoma-shi, Osaka
(3)	Name and Title of the Representative:	Fumio Otsubo, Representative Director and President
(4)	Description of Principal Business:	Manufacture and sale of electric and electronic equipment and other products
(5)	Capital:	JPY 258,740 million
(6)	Date of Incorporation:	December 15, 1935
(7)	Major Shareholders and Shareholding Ratio (as of March 31, 2010):	The Master Trust Bank of Japan, Ltd. (trust account)	4.60%
		MOXLEY AND COMPANY	4.23%
		Japan Trustee Services Bank, Ltd. (trust account)	3.89%
		Nippon Life Insurance Company	2.73%
		Sumitomo Mitsui Banking Corporation	2.32%
(8)	Relationships between the Company and the Tender Offeror
	Capital Relationship:	The Tender Offeror holds 383,049,035 shares which represent 51.00% of the total issued shares (751,074,788 shares) of the Company.
	Personnel Relationship:	A corporate advisor and an employee of the Tender Offeror also serve as an outside director and an outside company auditor of the Company, respectively.
	Business Relationship:	The Company has been selling its products to the Tender Offeror, and has been purchasing products, raw and processed materials, etc. from the Tender Offeror.
	Status as a Related Party:	The Tender Offeror is the parent company of the Company.

2. Opinion Concerning the Tender Offer and Grounds and Reasons for the Opinion

(1) Content of Opinion

At the meeting of the Board held today, the Company resolved to approve the Tender Offer on the grounds and reasons described below and to recommend that the Shareholders tender their shares of the Common Stock in the Tender Offer.

(2) Grounds and Reasons for the Opinion

(i) Outline of the Tender Offer

The Tender Offeror currently holds 51.00% (383,049,035 shares) of the total issued shares of the Common Stock (751,074,788 shares as of March 31, 2010) and includes the Company in its consolidated subsidiaries. The Tender Offeror plans to acquire all of the issued shares of the Common Stock (other than the treasury shares held by the Company) through the Tender Offer with the aim of making the Company its wholly-owned subsidiary. In the Tender Offer, no minimum or maximum threshold has been set for the number of shares to be purchased. The Tender Offer will be commenced subject to, among other conditions, the non-occurrence of any material change to the business or properties of the Company or any of its subsidiaries, or any other circumstances that would materially interfere with the achievement of the purpose of the Tender Offer.

Shares constituting less than one unit are also subject of the Tender Offer. During the period for the Tender Offer (the “Tender Offer Period”), the Company may, following applicable statutory procedures, repurchase its shares from any shareholder who exercises the shareholder’s right under the Companies Act of Japan (the “Companies Act”) to require the Company to repurchase shares constituting less than one unit.

(ii) Decision Making Process Leading to, and Reason for Opinion in Favor of the Tender Offer

The Company was spun off from the Tender Offeror in 1935, and sharing a common basic philosophy with the Tender Offeror, has developed manufacturing, sales, maintenance, service and other activities in Electrical Construction Materials (lighting products, information equipment, etc.), Home Appliances (beauty/personal-care products, healthcare products, amenity products, etc.), Building Products (water-related products, modular kitchen systems, interior and exterior finishing materials, etc.), Electronic Materials (circuit board materials, semiconductor encapsulation materials, plastic molding compound, etc.), Automation Controls (relays, switches, connectors, etc.) and other fields.

On the other hand, since its foundation in 1918, the Tender Offeror has been broadly engaged in the electronics business, under its basic management philosophy, “Contributing to the progress in the well-being of people worldwide and the development of society through its business activities.”

Meanwhile, as a result of the tender offer for the stock of the Company launched by the Tender Offeror in 2004, the Company became a consolidated subsidiary of the Tender Offeror. Since then, the two companies have sought to build optimal systems from customers’ point of view and have jointly addressed merchandize development from the planning stage.

Further, in December 2009, the Tender Offeror made SANYO Electric Co., Ltd. (“SANYO”) its consolidated subsidiary. Thus, the Panasonic Group has become a further expanded and extensive electronics corporate group with six segments, adding “SANYO” to “Digital AVC Networks,” “Home Appliances,” “PEW and PanaHome,” “Components and Devices” and “Other.”

On January 8, 2010, the Tender Offeror announced the “Annual Management Policy for Fiscal 2010” of the new Panasonic Group, and set out a vision of becoming “the No. 1 Green Innovation Company in the Electronics Industry” towards 2018, the 100th anniversary of its foundation. Furthermore, on May 7, 2010, the Tender Offeror released a three-year new mid-term plan called “Green Transformation 2012” (“GT12”), which is positioned as the first step towards fulfillment of such vision.

GT12 requires the Panasonic Group to make a group-wide effort to “shift its paradigm for growth” and “lay a foundation to be a Green Innovation Company” while “integrating its contribution to the environment and business growth.” The goal upon completion of this plan is a “Panasonic Group filled with strong growth potential.” The Group will drastically shift its management resources with a particular focus on six key business areas, namely “Energy Systems,” “Heating, Refrigeration and Air Conditioning,” “Network AV,” “Healthcare,” “Security” and “LED.” The Group aims to develop “Energy Systems,” “Heating, Refrigeration and Air Conditioning” and “Network AV,” among these areas, to drive the group-wide sales and revenues as the Group’s core businesses. “Healthcare,” “Security” and “LED” are targeted areas for significant growth, as “next-generation key businesses.” Furthermore, in the course of provision of “comprehensive solutions for the entire home, the entire building and the entire town” with focus on these businesses as a core, the Panasonic Group will pursue its own unique growth.

The Company also has set its mid-term plan starting from 2010, sharing the Panasonic Group’s vision and the concept of GT12. In this plan, the Company sets its goal towards the 100th anniversary of its foundation to become a “leading global company in Asia combining comfort and eco-friendliness.” As the first stage to achieve this goal, the Company will focus on “Penetration into AC&I (Asia, China & India) as Priority Areas” and “Development of New Growth Businesses.” Specifically, for the purpose of “Penetration into AC&I (Asia, China & India) as Priority Areas,” the Company will aggressively seek to expand its presence among “volume zone” customers in each area, create systems that allow consistent product development in line with local needs to be completed in each area, and promote enhancement of product appeal, expansion of production bases and restructuring of sales systems, among other undertakings. As for “Development of New Growth Businesses,” through the combination of the Panasonic Electric Works Group’s strengths, that is, its ability to make valuable proposals to realize “comfort” and technological competence to realize “eco-consciousness,” the Company plans to create new values and to develop growth businesses by holding a commanding lead of the new markets such as LED lighting business and energy management business.

Although the Company and the Tender Offeror have already shared a management strategy as a group and have implemented various measures, the business environment surrounding the Panasonic Group has continued to change dramatically and rapidly. While business expansion opportunities have been provided by the rapidly expanding environment- and energy-related markets and rapidly growing emerging markets, competition with Korean, Taiwanese and Chinese companies as well as Japanese, the U.S. and European companies has intensified not only in the Digital AVC Networks field, but also in the fields of rechargeable batteries, solar cell and electric vehicles-related businesses. It would be difficult to prevail over global competition in growing markets without speeding up strategy execution and exploring all possible means for taking further advantage of total strengths of the Panasonic Group.

Under such circumstances, since around the end of June 2010, with the proposal from the Tender Offeror as a start, the Company and the Tender Offeror engaged in a series of discussions and deliberations on various measures aiming to enhance their corporate value. As a result, the Company and the Tender Offeror have reached a conclusion that promotion of rapid decision-making and maximization of the group synergies through the acquisition by the Tender Offeror of all shares in the Company via the Tender Offer and subsequent transactions as well as acceleration of the effort to realize “the No. 1 Green Innovation Company in the Electronics Industry” will be beneficial to enhance the corporate value not only of the Company but also of the whole Panasonic Group. Furthermore, the Tender Offeror concurrently engaged in a series of discussions and deliberations with SANYO as well, and has likewise reached a conclusion that the acquisition by the Tender Offeror of all shares in SANYO will be beneficial to enhance the corporate value not only of SANYO but also of the whole Panasonic Group.

The Company, the Tender Offeror and SANYO resolved, at their respective board meetings held today, to pursue a plan of the Tender Offeror’s acquisition of all shares in the Company and SANYO (collectively, the “Two Subsidiaries”) in order to make them wholly-owned subsidiaries of the Tender Offeror (the “Acquisition of All Shares in the Two Subsidiaries”) by around April 2011, and issued a press release titled “Announcement of Agreements toward Panasonic’s Acquisition of All Shares of Panasonic Electric Works and SANYO.” In order to implement the Acquisition of All Shares in the Two Subsidiaries, the Tender Offeror simultaneously resolved to commence the Tender Offer and a tender offer for the common stock of SANYO (collectively, the “Tender Offers”). If the Tender Offeror fails to consummate the Acquisition of All Shares in the Two Subsidiaries through the Tender Offers, with the objective of achieving this purpose, the Tender Offeror and the Two Subsidiaries will, after the Tender Offer, enter into share exchange transactions whereby the Tender Offeror will become the wholly-owning parent company and the Two Subsidiaries will become wholly-owned companies (hereinafter, the share exchange whereby the Company will become a wholly-owned company shall be referred to as the “Share Exchange”). For details of the Share Exchange, please refer to “(4) Policies of Organizational Restructuring, Etc. after the Tender Offer (Matters Regarding So-called Two-Step Acquisition)” below.

The Company, the Tender Offeror and SANYO will pursue the establishment of the new Panasonic Group, under which the three companies will be genuinely integrated, and will make efforts to (i) maximize value creation by strengthening contacts with customers, (ii) achieve speedy and lean management processes, and (iii) accelerate growth businesses by drastically shifting its management resources.

In order to realize these objectives, the Panasonic Group’s business organization is scheduled to be restructured by around January 2012. From the perspective of “maximization of customer value,” the basic policy of such restructuring is to integrate and reorganize the business and sales divisions of the three companies in each of three business sectors: “Consumer,” “Devices” and “Solutions,” and to design optimal business models that are most suitable for the character of each business. The Panasonic Group will make effort to establish a business organization under which it can prevail over global competitions in each business and in each industry.

The direction of the reorganization of each business sector is as follows:

- Consumer business sector:

The Panasonic Group will reorganize its marketing function on a global basis. Under the reorganization, the Panasonic Group will enhance the function of the business frontline and accelerate the creation of customer-oriented products. Also, the Panasonic Group will work to strengthen, among others, the overseas consumer business by strategically distributing the marketing resources in Japan and overseas.

- Devices business sector:

The Panasonic Group will strengthen the cooperation among development, production and sales by each device having a common business model. By combining marketing and technology, the Panasonic Group will strengthen the proposal-style business, which foresees the potential needs of customers, and aim to expand the business as an independent business that does not rely on its internal needs. Particularly in this business sector, the Panasonic Group will continue to make maximum use of the strength of SANYO such as rechargeable batteries business and solar business as well as the customer network of SANYO.

- Solutions business sector:

The Panasonic Group will unify development, production and sales by each solution to the business customers. The Panasonic Group aims to offer the most suitable products, services and solutions as quickly as possible, speedily grasping the customers’ needs. In addition, the “comprehensive solutions for the entire home, the entire building and the entire town” that encompass these solutions will be accelerated. Particularly in this business sector, the Panasonic Group continues to make maximum use of the strength and customer network of the Company.

In addition to the reorganization, as to the head office, the Panasonic Group aims for a lean and speedy global headquarters by strengthening strategic functions, while integrating and streamlining the three companies’ organizations.

The details of the reorganization will be announced as soon as they are determined.

Further, together with this reorganization, Panasonic Group will consider to integrate its brands, in principle, into “Panasonic” in the future. However, “SANYO” will continue to be utilized partly, depending on businesses or regions.

The Panasonic Group believes that the Acquisition of All Shares in the Two Subsidiaries and business reorganization will promote the integration of the three companies’ advantages and the proposal capabilities for the “Comprehensive Solutions,” and will enable rapid increase in global competitiveness especially in businesses of “Energy Systems,” “Heating, Refrigeration and Air Conditioning” and “Network AV,” which are considered in the GT12 as the core businesses leading sales and profits of the entire group companies. Also, in each business such as “Healthcare,” “Security,” and “LED,” which are positioned as the “Key Businesses in the Next Generation,” the Panasonic Group will make efforts to accelerate the growth of business by combining capacities of the three companies for research and development as well as market development.

Additionally, the Panasonic Group intends to realize further reinforcement of the management structure and costs competitiveness through business integration and unification of the business bases of the three companies, and by optimizing and streamlining the headquarter organization.

According to the Tender Offeror, through these measures, it aims to ensure the achievement of the targets of the new mid-term plan, GT12, which the Tender Offeror announced on May 7, 2010: “10 trillion yen in sales, 5 percent or more in operating profit ratio, 10 percent in ROE, a three-year accumulative total of over 800 billion yen in free cash flow, and 50 million ton reduction in CO2 emissions compared to the estimated amount of emissions, assuming no action was taken after the fiscal year ended March 2006” targeted for the fiscal year ending March 2013, and aims to further exceed these targets.

Given the above circumstances, the Company has determined that the price for purchase, etc. in the Tender Offer (the “Tender Offer Price”) is reasonable for the Shareholders, as detailed in “(3) Measures to Ensure Fairness of the Tender Offer Price, to Avoid Conflict of Interests and Otherwise to Ensure Fairness of the Tender Offer” below, and that the Tender Offer would provide the Shareholders with an opportunity to sell their shares of the Common Stock at a reasonable price. Therefore, the Board has resolved to approve the Tender Offer, and to recommend the Shareholders to tender their shares in the Tender Offer.

At the meeting of the Board held today, the Company resolved, subject to the successful completion of the Tender Offer, not to pay the interim dividend whose record date is September 30, 2010 and the year-end dividend from surplus.

(3) Measures to Ensure Fairness of the Tender Offer Price, to Avoid Conflict of Interests and Otherwise to Ensure Fairness of the Tender Offer

In view of the fact that the Company is a consolidated subsidiary of the Tender Offeror as of today and has had continuous personnel and business relationships with the Tender Offeror, the Company and the Tender Offeror have taken the following measures to ensure fairness of the Tender Offer Price, to avoid conflicts of interest and otherwise to ensure fairness of the Tender Offer.

(i) Procurement by the Company of Stock Valuation Report and Opinion from Independent Third Party Valuation Institution

The Company appointed Daiwa Securities Capital Markets Co., Ltd. (“DSCM”), which is independent of the Company and the Tender Offeror, as a third-party valuation institution, and received from DSCM a stock valuation report as of July 29, 2010. Furthermore, on July 29, 2010, the Board received from DSCM an opinion that, subject to certain assumptions and reservations^(Note), the Tender Offer Price is fair to the Shareholders other than the Tender Offeror, its affiliates and its controlling shareholder, etc. ( “a controlling shareholder and other persons specified by the Enforcement Rules” set out in Rule 441-2 of the Securities Listing Regulations and Rule 436-3 of the Enforcement Rules for Securities Listing Regulations of the Tokyo Stock Exchange) from a financial point of view (“Fairness Opinion”), to show its view that the Tender Offer Price is not disadvantageous to the minority shareholders.

DSCM calculated the value of the Common Stock by each of the market price method, the peer comparison method and the discounted cash flow method (the “DCF method”). The results of calculation of the value range per share of the Common Stock by each of these methods are as follows:

(a) Market price method: JPY 910 – JPY 959

By the market price method, the value range per share of the Common Stock was calculated based on the average of closing prices during one-month and three-month period prior to the base date of July 28, 2010 and the period from the next business day after July 23, 2010, when the Company announced “Panasonic Electric Works Upwardly Revises Fiscal 2011 Financial Forecast," to the base date.

(b) Peer comparison method: JPY 778 – JPY 1,101

By the peer comparison method, the value range per share of the Common Stock was calculated through comparative analysis of financial information, market prices, etc. of listed corporations which are engaged in similar businesses as the Company.

By the DCF method, the value range per share of the Common Stock was calculated by discounting the future cash flows expected to be generated by the Company to their present values at a discount rate based on the cost of capital and other factors. The Company’s projected profits, on which DSCM relied in applying the DCF method, are based on the new mid-term plan announced on April 27, 2010, and are expected to be at the profit level reflecting the revision to the forecast of the consolidated results for the fiscal year ending March 31, 2011 (announced on July 23, 2010) to reflect the sure-footed good performance of the Company.

The Company has made a comprehensive judgment of the results of calculations by DSCM through each of the methods.

(Note)

In submitting the stock valuation report and the opinion statement, DSCM in principle used the information provided by the Company as well as publicly available information and materials, and assumed that all of these materials and information were accurate, complete and reasonable. DSCM has not independently verified the accurateness, completeness or reasonableness of those materials and information. In addition, DSCM has not independently evaluated, appraised or assessed the assets and liabilities (including off-balance-sheet assets and liabilities, and other contingent liabilities) of the Company and its affiliates, including analysis and evaluation of individual assets and liabilities, and has never requested any third-party agency to evaluate, appraise or assess them. Furthermore, DSCM has confirmed with the Company, and assumed that there are no undisclosed material facts that have an impact on, or contingent liabilities, off-balance-sheet liabilities, lawsuits, etc. that may have an impact on the valuations. DSCM has also assumed that Company’s business plan and financial forecast have been reasonably prepared by the Company’s management pursuant to appropriate procedures and based on their current best forecast and judgment.

(ii) Advice from Law Offices

Before making deliberations and decisions at the meeting of the Boards, the Company has retained Kikkawa Law Offices as its legal adviser independent of the Company and Tender Offeror, and received legal advice on the method, process and other matters regarding decision-making of the Board, including those concerning the procedures for the Tender Offer.

(iii) Approval of All of the Non-Interested Directors

At the meeting of the Board held today (attended by fourteen directors (one of them is an outside director) out of the fifteen directors (two of them are outside directors)), the Company carefully considered various conditions regarding the Tender Offer, based on the content of the above-mentioned stock valuation report and opinion (“Fairness Opinion”) from DSCM, the legal advice from Kikkawa Law Offices and other matters. As a result, the directors who participated in the resolution unanimously resolved to approve the Tender Offer and to recommend that the Shareholders tender their shares in the Tender Offer, determining (i) that the Tender Offer for the purpose of making the Company a wholly-owned subsidiary of the Tender Offeror would contribute to enhancement of the Company’s corporate value, and (ii) that such conditions of the Tender Offer are reasonable and would provide the Shareholders with an opportunity to sell their shares of the Common Stock at a reasonable price. All of the company auditors who attended the said meeting of the Board (three company auditors (one of them is an outside company auditor) out of four company auditors (two of them are outside company auditor)) expressed an opinion that they had no objection to the expression by the Board of its opinion in favor of the Tender Offer and to recommend that the Shareholders tender their shares of the Common Stock in the Tender Offer.

For the purpose of avoiding any potential conflict of interest, Mr. Koshi Kitadai, the outside director of the Company who also serves as a corporate advisor of the Tender Offeror, did not participate in the discussions and resolutions of the Board pertaining to the Tender Offer, nor did he participate, on behalf of the Company, in any discussion or negotiation with the Tender Offeror. For the purpose of avoiding any potential conflict of interest, Mr. Yutaka Maehashi, an outside company auditor of the Company, who also serves as an employee of the Tender Offeror, did not participate in the discussions on the Tender Offer at the Board.

(iv) Relatively Longer Tender Offer Period

According to the Tender Offeror, it has set the Tender Offer Period at 31 business days, whereas the statutory required period is 20 business days. The Tender Offeror believes that setting of such a relatively longer period would provide the Shareholders with an adequate opportunity to make a judgment whether to tender their shares in the Tender Offer and also provide other potential acquirers with an opportunity to make competing offers, thereby ensuring the fairness of the Tender Offer Price.

In addition, the Company and the Tender Offeror have made no agreement that would restrict any potential competing acquirer other than the Tender Offeror from contacting or otherwise approaching the Company.

(v) Procurement by the Tender Offeror of Stock Valuation Report from Independent Third Party Valuation Institution

According to the Tender Offeror, for the purpose of ensuring the fairness of the Tender Offer Price, it referred, in determining the Tender Offer Price, to the stock valuation report (the “Valuation Report”; the base date for valuation: July 27, 2010) submitted on July 29, 2010 by Nomura Securities Co., Ltd. (“Nomura”) as a third party valuation institution independent of the Company and the Tender Offeror. Nomura adopted the average market price method, the peer comparison method and the DCF method. The value ranges per share of the Common Stock as calculated by each method are as follows:

(a) Average market price method: JPY 907 – JPY 1,033

By the average market price method, the value range per share of the Common Stock has been valued at between JPY 907 and JPY 1,033, based on the respective averages of closing prices of the Common Stock on the First Section at the Tokyo Stock Exchange during the 6-month, 3-month, 1-month and 1-week periods immediately preceding the base date of July 27, 2010, and the closing price on the base date.

(b) Peer comparison method: JPY 403 – JPY 1,196

By the peer comparison method, the value range per share of the Common Stock has been valued at between JPY 403 and JPY 1,196 through comparative analysis of market prices and financial indices showing profitability and other aspects of performance of listed companies engaged in businesses that relatively resemble those of the Company.

The DCF method is a method for analyzing the Company’s corporate value or stock value by discounting the future free cash flows that are expected to be generated by the Company to their present values at a certain discount rate based on the cost of capital and other factors, on the premise of various factors including the Company’s profit and investment plans set out in its business plan, management interviews with the Company and publicly disclosed information. By this method, the value range per share of the Common Stock has been valued at between JPY 1,076 and JPY 1,452.

According to the Tender Offeror, it valued that the (proposed) tender offer price will be JPY 1,110 per share, based on the content and the result of the analyses by each method described in the Valuation Report and comprehensively considering, among other factors, the results of the business, legal, accounting and tax due diligence investigations of the Company, whether the Board would approve the Tender Offer or not, the trend of market prices of the Common Stock and the estimated number of shares to be tendered in the Tender Offer, and also taking into account the result of the consultation and negotiation with the Company. In addition, according to the Tender Offeror, at a meeting of its board of directors held on July 29, 2010, it finally determined that the (proposed) tender offer price shall be JPY 1,110, after receiving on July 29, 2010 from Nomura a fairness opinion that the price of JPY 1,110 valued through the above-mentioned process is fair to the Tender Offeror from a financial viewpoint.

The Tender Offer Price of JPY 1,110 per share represents (i) a premium of 14.0% (rounded to the nearest tenth; hereinafter the same in this Paragraph for figures shown in percentage) over JPY 974, the closing price on July 28, 2010, i.e. the day preceding the date of announcement of launch of the Tender Offer by the Tender Offeror, (ii) a premium of 22.1% over JPY 909, the simple average (rounded down to the nearest whole number; hereinafter the same in this Paragraph for figures shown in JPY) of closing prices during the past one month (from June 29, 2010 to July 28, 2010), (iii) a premium of 17.1% over JPY 948, the simple average of closing prices during the past three months (from April 30, 2010 to July 28, 2010), and (iv) a premium of 7.6% over JPY 1,032, the simple average of closing prices during the past six months (from January 29, 2010 to July 28, 2010) (all of the closing prices mentioned above are for ordinary transactions of the Common Stock on the First Section at the Tokyo Stock Exchange).

(4) Policies of Organizational Restructuring, Etc. after the Tender Offer (Matters Regarding So-called Two-Step Acquisition)

According to the Tender Offeror, as described in “(2) Grounds and Reasons for the Opinion” above, it plans to make the Company its wholly-owned subsidiary and to acquire all of the issued shares of the Common Stock (other than the shares held by the Tender Offeror) through the Tender Offer and the Share Exchange.

If the Tender Offeror is not successful in acquiring all of the issued shares of the Common Stock (other than the treasury stocks held by the Company) through the Tender Offer, the Tender Offeror plans to acquire all of the issued shares of the Common Stock (other than the shares held by the Tender Offeror) by entering into the Share Exchange with the Company after the Tender Offer.

This will allow the Shareholders other than the Tender Offeror to elect to sell their shares of the Common Stock at the Tender Offer Price or to newly become shareholders of the Tender Offeror through the Share Exchange to support continuously the Panasonic Group trying to realize GT 12 and to become “the No. 1 Green Innovation Company in the Electronics Industry.”

In the Share Exchange, shares of the stock of the Tender Offeror will be delivered in consideration of the shares of the Common Stock held by the Shareholders other than the Tender Offeror, and following the statutory necessary procedures, all of the shares of the Common Stock (including the shares of the Common Stock that have not been tendered in the Tender Offer, but excluding the shares held by the Tender Offeror) will be exchanged for shares in the Tender Offeror, and the Shareholders to whom one or more shares in the Tender Offeror are allotted will become shareholders of the Tender Offeror. The Share Exchange will be implemented with its target effective date being around April 2011, at the latest.

The Share Exchange will be implemented without obtaining the approval of the general meeting of shareholders of the Tender Offeror in the form of a summary share exchange (kani kabushiki kokan) as stipulated in the main text of Article 796, Paragraph 3 of the Companies Act. Furthermore, the Share Exchange may be implemented without obtaining the approval of the general meeting of shareholders of the Company in the form of a short form share exchange (ryakushiki kabushiki kokan) as stipulated in Article 784, Paragraph 1 of the Companies Act.

After the completion of the Tender Offer, the Company and the Tender Offeror will, in reference to the calculation of the share exchange ratio by the third-party appraisers to ensure its fairness and reasonableness, determine the share exchange ratio for the Share Exchange through consultation, giving full consideration to the interests of their respective shareholders. However, the value of the Common Stock for the purpose of determining the consideration (which shall be delivered in the form of shares in the Tender Offeror; however, in the case where any fractional share less than one share is to be received, cash will be delivered for such fractional share in accordance with the Companies Act) receivable by the Shareholders upon the Share Exchange will be based on a price equivalent to the Tender Offer Price. In the Share Exchange, any Shareholder of the Company, which will become a wholly-owned company, who opposes the Share Exchange may require the Company to repurchase their shares, following the procedures prescribed in the Companies Act and other relevant laws and regulations. In this case, the purchase price will be finally determined by a court.

(5) Possibility of Delisting and its Reasons

The Common Stock is currently listed on the First Section at the Tokyo Stock Exchange and the First Section at the Osaka Securities Exchange. However, as the Tender Offeror has not set any maximum threshold for the number of shares to be purchased in the Tender Offer, depending on the result of the Tender Offer, the Common Stock may be delisted in accordance with the respective delisting standards of the Tokyo Stock Exchange and the Osaka Securities Exchange (the “Delisting Standards”), following the prescribed procedures. Even if the Delisting Standards are not met upon the completion of the Tender Offer, since the Tender Offeror intends to make the Company its wholly-owned subsidiary by the following Share Exchange described in (4) Policies of Organizational Restructuring, Etc. after the Tender Offer (Matters Regarding So-called Two-Step Acquisition)” above, upon the execution of such procedures, the Common Stock will be delisted in accordance with the Delisting Standards, following the prescribed procedures. Upon delisting, it will be impossible to trade the Common Stock on the Tokyo Stock Exchange and the Osaka Securities Exchange.

3. Material Agreement between the Tender Offeror and Shareholders or Directors of the Company in connection with the Subscription to the Tender Offer

Not applicable.

4. Profit Provided by the Tender Offeror or its Specially Related Parties

Not applicable.

5. Policies to Deal with the Basic Policies Regarding Control of the Company

With the target date being January 2012, the Company, the Tender Offeror and SANYO have been considering to implement restructuring of the Panasonic Group’s business organization to build a new Panasonic Group that truly unites the three companies. Specific details of such restructuring will be announced as soon as determined.

6. Questions to the Tender Offeror

Not applicable.

7. Request for Extension of the Tender Offer Period

Not applicable.

8. Future Prospects

(1) Policies after the Tender Offer

For the policies after the Tender Offer, please refer to “2.(2) Grounds and Reasons for the Opinion” above.

(2) Forecast of Impact on Future Earnings

The Company will disclose the impact of the Tender Offer on its earnings soon if the revision to its earnings forecast is needed or if any event which is required to be disclosed occurs.

9. Matters Concerning Transactions with the Controlling Shareholder

The Tender Offeror is the Company’s Controlling Shareholder, and the Tender Offer constitutes a transaction etc. with the Controlling Shareholder. The compliance of the Tender Offer with the descriptions in “4. Other Special Circumstances that may Have a Material Impact on Corporate Governance” presented in the Corporate Governance Report disclosed by the Company on July 1, 2010 (the “Corporate Governance Report”) is as follows:

As described in “2.(3) Measures to Ensure Fairness of the Tender Offer Price, to Avoid Conflict of Interests and Otherwise to Ensure Fairness of the Tender Offer,” the Company has taken certain measures to ensure the fairness of the Tender Offer and to avoid conflicts of interest, and believes that such measures conform to the descriptions in the Corporate Governance Report.

In addition, on July 29, 2010, the Board received from DSCM an opinion that, subject to certain assumptions and reservations （Please see the note above.）, the Tender Offer Price is fair to the Shareholders other than the Tender Offeror, its affiliates and its controlling shareholders, etc. (meaning “a controlling shareholder and other persons specified by the Enforcement Rules” set out in Rule 441-2 of the Securities Listing Regulations and Rule 436-3 of the Enforcement Rules for Securities Listing Regulations of the Tokyo Stock Exchange) from a financial point of view, to show its view that its resolution to approve the Tender Offer and to recommend that the Shareholders tender their shares in the Tender Offer is not disadvantageous to the minority shareholders.

Furthermore, the statement concerning protection of minority shareholders in conducting transactions with the controlling shareholder as indicated in “Policy for Protection of Minority Shareholders in Conducting Transactions with the Controlling Shareholder” in “4. Other Special Circumstances that may Have a Material Impact on Corporate Governance” in the Corporate Governance Report is as follows:

“The Company has prevented transactions that benefit the parent company and cause damages to the Company and eventually, its minority shareholders by seeking opinions of outside directors and outside corporate auditors other than those coming from the parent company, among other means, in order to make management decisions independently as a listed company and to enhance objectivity of such decisions.”

10. Outline of Tender Offer by Tender Offeror

Please refer to “Panasonic Announces Commencement of Tender Offer for Panasonic Electric Works Shares” announced as of today by the Tender Offeror.