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Tuesday 07 August, 2007

Pentax Corporation

Announcement of Shareholder

Pentax Corporation
07 August 2007


Pentax Corporation Announces Change in Largest Shareholder as Parent Company and 
Major Shareholder



Tokyo, Japan, Aug 7, 2007 - (JCN Newswire) - Pentax wishes to advise you as
follows of the change of our largest shareholder who is our parent company and
major shareholder.Background of ChangeOn July 2, 2007, HOYA CORPORATION
announced that it will acquire (1) our common stock, (2) the yen-denominated
Convertible Bonds with Share Subscription Warrants (shinkabu yoyaku ken) issued
in accordance with a resolution of our board of directors' meeting held on
October 14, 2003 (the 'PENTAX Bonds with Share Subscription Warrants'), and (3)
PENTAX First Series Share Subscription Warrants (shinkabu yoyaku ken) (the
'PENTAX Share Subscription Warrants') which were issued in accordance with a
resolution of our board of directors' meeting held on May 23, 2005 and an
approval of our annual general meeting of shareholders held on June 24, 2005,
through the tender offer (the 'Tender Offer'). At the board of directors'
meeting held on the same day, we made a resolution to approve the Tender Offer
and made a statement to such effect.Today, we have received from HOYA
CORPORATION a report to the effect that, as a result of the Tender Offer that
was conducted from July 3 through August 6 of 2007, 118,064,117 shares of our
common stock and 2,493 units of PENTAX Bonds with Share Subscription Warrants
have been tendered.Consequently, as of August 14, 2007 (scheduled Commencement
Date of Settlement), the voting rights of our Company owned by HOYA CORPORATION
will exceed 50% in terms of the percentage to the voting rights of all
shareholders, and HOYA CORPORATION will become our parent company and will also
become the largest shareholder and the major shareholder of our Company. For
further details on the result of the Tender Offer, please refer to the 'Notice
of Result of Tender Offer for the Shares of PENTAX Corporation and Change in Our
Subsidiaries' announced by HOYA CORPORATION (please refer to the attached
material).Overview of the Largest Shareholder who will be Our Parent Company and
Major Shareholder

Name:              HOYA CORPORATION
Headquarters:      2-7-5 Naka-Ochiai, Shinjuku-ku, Tokyo
Representative:    Hiroshi Suzuki, President and CEO
Paid-in Capital:   6,264 million yen (as of March 31st, 2007)
Areas of Business: Manufacturing and sales of electro-optics,
                   eye-care, and health care products

Relationships with Pentax:

1. Capital relationships

   HOYA CORPORATION holds 1,000 shares of our Company
   (as of July, 2, 2007).

2. Personal relationships

   Yukio Ohara (President of HOYA Service Corporation, an affiliated
   company of HOYA CORPORATION) and George Stuart Souther (employee of
   HOYA CORPORATION) were elected as directors of our Company at the
   general shareholders meeting held on June 27, 2007, such election
   to take effect only if HOYA CORPORATION files a large scale
   acquisition report (tairyo hoyuu houkokusho) with the Kanto Local
   Finance Bureau stating to the effect that its share certificates etc.
   holding ratio (as defined in Article 27-23, section 4 of the
   Securities Exchange Law) in respect of the Company has exceed 50%
   and only as of the date of such filing.

3. Business relationships

   The two companies have dealings with respect to certain products.

4. Relationships between people concerned

   N/A

Number of Voting Rights owned by HOYA CORPORATION and Percentage of the Number 
of such Voting Rights to the Total Number of Voting Rights before and after the 
Change

                                   Before               After
----------------------------------------------------------------------
Common Stock
  Number of Shares Owned          1,000 shares    118,065,117 shares
  Number of Voting Rights             1 unit          118,065 unit
----------------------------------------------------------------------
PENTAX Bonds with Share Subscription Warrants  (unit: 1 unit)
  Number of Units Owned               0                 2,493
  Number Converted into Shares
    (unit: 1,000 shares)              0                4,639
  Number of Voting Rights
  Converted into Shares               0                4,639
----------------------------------------------------------------------
PENTAX Share Subscription Warrants  (unit: 1 unit)
  Number of Units Owned               0                    0
  Number Converted into Shares
    (unit: 1,000 shares)              0                    0
  Number of Voting Rights
   Converted into Shares              0                    0
----------------------------------------------------------------------

Sum of Common Stock and PENTAX Bonds with Share Subscription Warrants
  Number of Voting Rights             1 unit               0.00%
  Percentage of Ownership to
   the Number of Voting Rights
   of All Shareholders          122,704 unit              90.58%

Note 1:The percentage of ownership to the number of voting rights of all
shareholders is based on the number of voting rights of all shareholders as of
March 31, 2007, as stated in the Securities Report for the fiscal year ended
March 2007 (77th Period) filed on June 28, 2007. However, for the purposes of
calculation of the 'Before' and 'After', the calculation is made by using
135,470 as the 'voting rights of all shareholders', which is obtained by adding
(a) 418 voting rights represented by 418,843 shares of less than one unit as
stated in such Securities Report excluding the treasury shares less than one
unit and (b) 7,684 voting rights represented by the maximum number of our common
stock (7,684,530 shares) which might be issued or transferred upon exercise of
the share subscription warrants attached to the PENTAX Bonds with Share
Subscription Warrants of 4,136 million yen. Although 200,000,000 units of PENTAX
Share Subscription Warrants are also subject to the Tender Offer, since the
warrant holders of PENTAX Share Subscription Warrants, a so-called trust-type
rights plan, do not tender their warrants to the Tender Offer, there is no
possibility that HOYA CORPORATION will actually acquire any PENTAX Share
Subscription Warrants or any common shares to be issued or transferred upon
exercise of the PENTAX Share Subscription Warrants. In addition, since our Board
of Directors approved a resolution that, subject to the successful completion of
the Tender Offer, the Company will redeem and cancel without consideration all
PENTAX Share Subscription Warrants, and 200,000,000 shares of common stock to be
issued or transferred upon exercise of the PENTAX Share Subscription Warrants is
a very large number, and if this number is added to the 'voting rights of all
shareholders', the resulting number would be different from the actual status of
the Tender Offer and it would be difficult for shareholders and investors to
comprehend, the number of voting rights represented by common shares to be
issued or transferred upon exercise of 200,000,000 units of PENTAX Share
Subscription Warrants is not added to the calculation shown above.

Note 2:'Number of Voting Rights' in the table entitled 'Sum of Common Stock and
PENTAX Bonds with Share Subscription Warrants' refers to the number of voting
rights as converted into shares with respect to PENTAX Bonds with Share
Subscription Warrants.

Note 3:All numbers that represent percentage of ownership are rounded to two 
decimal points.

Date of Change:August 14, 2007(scheduled)

Future Prospect:As a result of the Tender Offer, we will become a subsidiary of 
HOYA CORPORATION. At this moment, no effect on the business performance is
anticipated.Furthermore, HOYA  CORPORATION believes that it isnecessary to fully
integrate the management of  both companies by causing our Company to be a
wholly owned subsidiary in order  to create synergies andaccelerate business
growth for the future as well as to  establish a solid management foundation by
leveraging managerial resources held  by HOYACORPORATION and us in a mutually
complementary manner. In addition, since  HOYA CORPORATION failed to acquire all
of our shares by the Tender Offer,  considering any effect on taxes or
accounting, the determination of the  applicability of the ongoing disclosure
requirements under the United States  Securities Act, and existing agreements
with third parties that should be  addressed upon integration between HOYA
CORPORATION and us, HOYA CORPORATION  contemplates to cause us to be its wholly
owned subsidiary after the Tender  Offer by a share exchange(kabushiki kokan) or
other appropriate business  reorganization transaction.As a result of the Tender
Offer, in conjunction with  the decrease of shares that are traded, there is a
possibility that our shares  will be delisted in accordance with the prescribed
procedures pursuant to the  standards for delisting of shares established by the
Tokyo Stock Exchange, Inc.  In addition, in the event that HOYA CORPORATION
causes us to become its wholly  owned subsidiary after the Tender Offer
consistent with the purpose described  above, it is also expected that our
shares will be delisted in accordance with  the above-mentioned standards for
delisting of shares.If our shares are  delisted, our shares can no longer be
traded in the Tokyo Stock Exchange, Inc.  and it is expected that it will become
difficult to sell them in the future.As to specific procedures to be followed in
the future, we will provide disclosure in a prompt manner through the stock
exchange or other institutions as soon as such procedures have been determined.


About Pentax Corporation

Pentax Corporation (TSE: 7750) is an innovative leader in the production of
endoscopes, digital cameras, lenses, lens units for digital cameras, optical
lenses for use in DVD. For more than 80 years, Pentax's industry-leading
technologies and products, backed by the company's unrivaled passion for
creativity, have helped to preserve precious moments in life. For more
information, please visit http://www.pentax.com


Contact:
Mr. Jiro Okamura
IR Public Relations Manager
Tel: +81-3-3960-2698
--------------------------------------------------------------------------------


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