Notice Concerning Change Regarding “Other Related Companies,” Top Stockholder that is a Major Stockholder, and Major Stockholders

10. Dec, 2009

　Tokyo, December 10, 2009 - SANYO Electric Co., Ltd. (“SANYO”) announces that there will be a change regarding its “other related companies,” its top stockholder that is a major stockholder, and its major stockholders.

1. Background of Change

　Panasonic Corporation (“Panasonic”) implemented a tender offer on November 5, 2009 for SANYO stock (“tender offer”), which was completed on December 9, 2009. Today, SANYO has received a notification from Panasonic that through the tender offer Panasonic is acquiring 3,282,677 shares of SANYO common stock, 182,542,200 shares of Class A preferred stock, and 125,360,455 shares of Class B preferred stock. According to Panasonic, Oceans Holdings Co. Ltd., which is SANYO’s top stockholder that is a major stockholder tendered 89,804,900 shares of Class A preferred stock, and 6,876,455 shares of Class B preferred stock, and Evolution Investments Co., Ltd. that is a major stockholder of SANYO tendered 89,804,900 shares of Class A preferred stock, and 64,134,300 shares of Class B preferred stock. Also, Sumitomo Mitsui Banking Corporation, another stockholder, tendered 2,932,400 shares of Class A preferred stock and 54,349,700 shares of Class B preferred stock.

　This means that Panasonic will own 38.53% of the voting rights of SANYO as of December 16, 2009 and thereby Panasonic will become one of SANYO’s “other related companies” and its top stockholder that is a major stockholder. As a result of the tender offer, Oceans Holdings Co., Ltd. will cease being the top stockholder that is a major stockholder and Evolution Investments Co., Ltd. will cease being a major stockholder. According to the SANYO stock tender offer notification form submitted by Panasonic as of November 5, 2009, Panasonic plans to convert the shares of Class A preferred stock and Class B preferred stock of SANYO acquired through the tender offer into common stock. While no voting rights are granted to shares of Class B preferred stock, through conversion thereof into common stock, Panasonic will become the majority owner of SANYO’s voting rights, which will result in SANYO becoming a subsidiary of Panasonic.

2.Overview of the party that will become the top stockholder and the “other related companies”

(As of September 30, 2009)

(1)	Corporate Name	Panasonic Corporation
(2)	Head Office Location	1006, Oaza Kadoma, Kadoma-shi, Osaka
(3)	Name and Title of Representative	Fumio Ohtsubo, President
(4)	Main Business	Manufacture and sale of electrical and electronic equipment
(5)	Capital	258,740 million yen
(6)	Date of Incorporation	December 15, 1935
(7)	Stockholders’ Equity (Consolidated basis)	3,106,106 million yen
(8)	Total assets (Consolidated basis)	6,808,552 million yen
(9)	Major Stockholders and Shareholding Ratio	The Master Trust Bank of Japan, Ltd. (trust account) Japan Trustee Services Bank, Ltd. (trust account) Moxley & Co. Nippon Life Insurance Company Sumitomo Mitsui Banking Corporation		4.97% 4.57% 4.33% 2.73% 2.32%
		* Shareholding ratio is the ratio of the number of shares held by each stockholder to the total number of shares issued.
(10)	Relationship between SANYO and Panasonic	Capital Relationship	SANYO and its subsidiaries do not hold shares of Panasonic.
		Personal Relationship	There is no personal relationship of note between SANYO and Panasonic.
		Business Relationship	SANYO has entered into transactions with Panasonic regarding sale of products and raw materials to Panasonic and purchase of products and raw materials from Panasonic.

3. Overview of Stockholders Concerned

(1) Overview of the party that will cease being the top stockholder that is a major stockholder.
1) Name: Oceans Holdings Co., Ltd.
2) Head Office Location: Roppongi Hills Mori Tower, 6-10-1 Roppongi, Minato-ku, Tokyo
3) Representative: Ankur Sahu, Member of the Board
4) Main Business: Acquisition and holding of securities, capital injection to silent partnerships, management and operation of silent partnership assets.
Note: Oceans Holdings Co., Ltd. is an affiliate company of The Goldman Sachs Group Inc.

Panasonic Corporation

Number of voting rights
(Number of shares held)

Holding ratio of the voting rights of all stockholders
*1, 2, 3, 4, 5, 6

Ranking of major stockholders*7

Before Change

0 shares
(0 shares of Series 1 Class A preferred stock)

N/A

After Change

1,828,704 shares
(3,282,677 shares of common stock)
(182,542,200 shares of Series 1 Class A preferred stock)

38.53%

*About the number of voting rights associated with indirect ownership, prior to and following the change of ownership, it is 7 (0.00% compared to the number of general shareholder voting rights). Following the change, the total retained direct and indirect portion of general stock with voting rights is 38.53%

Oceans Holdings Co., Ltd.

Number of voting rights
(Number of shares held)

Holding ratio of the voting rights of all stockholders
*1, 2, 3, 4, 5, 6

Ranking of major stockholders*7

Before Change

1,591,479 shares
(693,430,450 shares of common stock)
(89,804,900 shares of Series 1 Class A preferred stock)

33.54%

After Change

693,430 shares
(693,430,450 shares of common stock*8)
(0 shares of Series 1 Class A preferred stock)

14.61%

Evolution Investments Co., Ltd.

Number of voting rights
(Number of shares held)

Holding ratio of the voting rights of all stockholders
*1, 2, 3, 4, 5, 6

Ranking of major stockholders*7

Before Change

1,071,333 shares
(173,284,000 shares of common stock)
(89,804,900 shares of Series 1 Class A preferred stock)

22.57%

After Change

173,284 shares
(173,284,000 shares of common stock*9)
(0 shares of Series 1 Class A preferred stock）

3.65%

*1 Number of shares of common stock outstanding as of September 30, 2009 2,937,562,549
*2 Number of nonvoting shares excluded from the number of shares outstanding above 17,302,000
*3 Number of voting rights of Series 1 Class A preferred stock 1,825,422
*4 Number of voting rights as of September 30, 2009 4,745,682
*5 Number of voting rights added due to conversion of Series 1 Class B preferred stock on October 1, 2009 or after 0
*6 “Holding ratio of the voting rights held by all stockholders” is calculated with the denominator being the figure calculated by adding *5 Number of voting rights added due to conversion of Series 1 Class B preferred stock on September 30, 2009 or after to *4 Number of voting rights as of September 30, 2009.
*7 Ranking of major stockholders is SANYO’s assumption at the present moment made by taking into account the register of stockholders as of September 30, 2009.
*8 The number of common stock owned by Oceans Holdings Co., Ltd. was calculated by subtracting the amount of SANYO stock listed as sales on report No. 30 disclosed on December 9, 2009 as a co-owner, from the number of common stock listed in the shareholder log for SANYO as of September 30, 2009.
*9 The number of common stock owned by Evolution Investments Co., Ltd.　was calculated by subtracting the amount of SANYO stock listed as sales on report No. 17 disclosed on December 4, 2009 from the number of common stock listed in the shareholder log for SANYO as of September 30, 2009.

5. Scheduled Date of Change

December 16, 2009

6. Future Outlook

According to Panasonic, the policies for after the completion of the tender offer and other related matters remain unchanged from those provided in its notice dated November 4, 2009: “Panasonic Announces Commencement of Tender Offer for SANYO Shares.”

* In this notice, “conversion” corresponds to SANYO issuing shares of common stock in exchange for shares of preferred stock with a put option.

Press Contact (English Only)

Global Communications Department Corporate Communications Headquarters SANYO Electric Co., Ltd. TEL: +81-(0)3-6364-3611 FAX: +81-(0)3-3837-6271 E-mail: i_press@sanyo.com