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 Change

On 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

<pre>

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

</pre>

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

<pre>

Before After

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Common Stock

Number of Shares Owned 1,000 shares 118,065,117 shares

Number of Voting Rights 1 unit 118,065 unit

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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%

</pre>

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 is necessary to fully integrate the management of both companies by causing our Company to be a wholly owned subsidiary in order to create synergies and accelerate business growth for the future as well as to establish a solid management foundation by leveraging managerial resources held by HOYA CORPORATION 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.

Source: Pentax Corporation

Contact:

Mr. Jiro Okamura
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