Prior Notice of Merger

Konami Corporation 16 December 2004 FOR IMMEDIATE RELEASE December 16, 2004 KONAMI CORPORATION 2-4-1 Marunouchi, Chiyoda-ku, Tokyo, Japan Kagemasa Kozuki Chairman of the Board and CEO Ticker 9766 at TSE1 Contact: Toshiro Tateno Director and Executive Corporate Officer Tel: +81-3-5220-0573 Simplified Merger Konami Corporation ('Konami') hereby announces that resolutions of meetings of the respective Boards of Directors of Konami and Konami Online, Inc., ('KOL'), a wholly-owned subsidiary of Konami, held on December 16, 2004 decided that KOL will merge with and into Konami effective on April 1, 2005. 1. Objective of Merger Konami will take over KOL's business, including the distribution of various contents for mobile phones, building a system for online games and management and operation of computer servers for online networks. Konami will take up all of KOL business functions from planning and developing the contents for mobile phones and online games and building systems to operation of computer servers, which will enable us to be faster and more flexible in making business decisions. In connection with the merger of Konami and KOL, Konami will also merge with its game software development subsidiaries, Konami Computer Entertainment Studios, Inc., Konami Computer Entertainment Tokyo, Inc. and Konami Computer Entertainment Japan, Inc. effective on April 1, 2005. We will shift our managerial resources into the online game business, which is expected to grow, by merging with these game software development subsidiaries, thereby enhancing the effectiveness of the merger with KOL. 2. Outline of Merger A. Schedule of Merger Board approval for the basic merger agreement: December 16, 2004 Signing of merger agreement: December 16, 2004 Effective date of merger: April 1, 2005 B. Method of Merger Konami will be the surviving entity and absorb KOL, which will subsequently be dissolved. This merger takes place without the approval of a shareholdersf meeting of Konami in accordance with Article 413-3-1 of the Commercial Code. C. Merger Ratio Company Konami KOL Merger Ratio 1 1 Due to the fact that Konami owns 100% of the shares of KOL, there will be no issuance of new shares or capital increase. D. Cash Paid for Exchange of Shares There will be no payment of cash for exchange of shares. 3. Outline of Merging Companies Registered name Konami KOL Main Production, manufacture and sales Distribution of various contents for consumer game software, for mobile phone, building system business contents for amusement facility for online game and management and and toys operation of computer server for online networks Date of March 19, 1973 October 1, 2001 incorporation Location of head 2-4-1 Marunouchi, 6-10-1 Roppongi, Minato-ku, Tokyo office Chiyoda-ku, Tokyo Representative Kagemasa Kozuki Fumiaki Tanaka Chairman of the Representative Director and President Board and CEO Capital 47,398 million yen 300 million yen Total number of 128,737,566 300 shares issued Stockholdersf 108,016 million yen 1,434 million yen equity (as of March 31, 2004) Total assets 183,031 million yen 2,505 million yen (as of March 31, 2004) Financial year end March 31 March 31 Number of 904 72 employees (as of March 31, 2004) Major vendors (Vendors) (Vendors) and Sony Computer Konami customers Entertainment Inc. Konami Computer Entertainment Studios, Inc. Nintendo Co., Ltd. (Customers) NTT Docomo, Inc. (Customers) KDDI Corporation Konami Marketing Japan, Inc. Vodafone K.K. Major shareholders Kozuki 10.50% Konami 100% Holdings and shareholding B.V. Japan 8.32% ratios Trustee Services (as of March 31, 2004) Bank, Ltd. The Master 6.89% Trust Bank of Japan, Ltd. Konami 6.41% Kozuki 5.43% Capital Corporation Main banks Sumitomo Sumitomo Mitsui Mitsui Banking Banking Corporation Corporation Relationship between Capital Konami owns 100% issued share of KOL. Personnel None parties Transaction KOL distributes various contents which Konami creates for mobile phone and PC. KOL also purchases game software from Konami and sell them to consumers via Internet. Financial results for the three most recent years (Millions of yen, except per share data) Konami Fiscal year ended on March 31, 2002 March 31, 2003 March 31, 2004 Net revenues 123,283 130,186 146,654 Operating income 11,083 11,577 13,303 Ordinary income 11,792 13,068 16,910 Net income (loss) 8,675 (11,284) 10,381 Net income (loss) per 67.96 (92.82) 83.71 share (yen) Dividend per share 54.00 54.00 54.00 (yen) Stockholders' equity 1,029.80 872.38 894.08 per share (yen) (Millions of yen, except per share data) KOL Fiscal year ended on March 31, 2002 March 31, 2003 March 31, 2004 Net revenues 1,291 3,262 3,450 Operating income 208 1,188 909 Ordinary income 185 1,328 920 Net income 102 684 373 Net income per share 340,147 2,278,652 1,241,892 (yen) Dividend per share 50,000 50,000 620,000 (yen) Stockholders' equity 1,358,836 3,587,488 4,779,380 per share (yen) 3. After the Merger Registered trade Konami Corporation name Main business Production, manufacture and sales of consumer game software, contents for amusement facilities and toys Location of head 2-4-1 Marunouchi, Chiyoda-ku, Tokyo office Representative Kagemasa Kozuki Capital 47,398 million yen Total assets Undecided Financial year end March 31 Effects on results of operation As a result of the merger, our consolidated operating results are expected to improve as a result of improved business efficiency. However, the forecast for our consolidated operating results after the merger is not currently determined. This press release contains forward-looking statements about our industry, our business, our plans and objectives, our financial condition and our results of operations that are based on our current expectations, assumptions, estimates and projections. These forward-looking statements are subject to various risks and uncertainties. Known and unknown risks, uncertainties and other factors could cause our actual results to differ materially from and be worse than those contained in or suggested by any forward-looking statement. We cannot promise that our expectations, projections, anticipated estimates or other information expressed in or underlying these forward-looking statements will turn out to be correct. We do not undertake any obligation to update or revise any forward- looking statements, whether as a result of new information, future events or otherwise. This information is provided by RNS The company news service from the London Stock Exchange
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