RNS Number:0934L
Toshiba Corporation
14 May 2003

                                                                    May 14, 2003
                                                             Toshiba Corporation
                                               Tadashi Okamura President and CEO
                                                Shibaura 1-1-1, Minato-ku, Tokyo
                                        Contact: Hideo Kitamura, General Manager
                                                 Corporate Communications Office
                                                             Tel: 81 3 3457 2096



    Notice of acquisition of Toshiba Personal Computer Systems by simplified
                               exchange of stock

Notice is hereby given that the board of directors of Toshiba Corporation,
meeting on May 14, 2003, resolved to make Toshiba Personal Computer Systems
Corporation a wholly-owned subsidiary of Toshiba Corporation, through the
vehicle of a simplified exchange of stock that will be executed on October 1,
2003.

1. Purpose of acquisition by exchange of stock
In order to enhance the management efficiency and competitiveness of Toshiba
Group, and to increase corporate value, Toshiba has decided to take full
ownership of TOPS.

2. Conditions of exchange of stock
Schedule of exchange
(1) Board meeting to resolve exchange of stock contract: May 14, 2003
    Closing of contract: May 14, 2003 (Planned)
    TOPS shareholders meeting on exchange of stock: June 27, 2003 (Planned)
    Due date of exchange of stock:October 1, 2003 (Planned)

(2)Exchange of Stock Ratio
                                       Toshiba Corporation              TOPS
       Exchange of stock ratio                 1                         1
Note:


1.   Stock allotment ratio

     One of Toshiba Corporation's ordinary stock is to be allocated to one of
     TOPS stock. TOPS ordinary stock already held by Toshiba will not be applied
     to this allotment.

2.   Basis of exchange of stock calculation

     Toshiba Corporation and TOPS asked Deloitte ToucheTohmatsu (hereafter DTT) 
     to provide an independent third-party evaluation of the exchange of stock 
     ratio. DTT conducted evaluation, based on the Market Price method for 
     Toshiba Corporation and DCF (Discount Cash Flow) method for TOPS, and the 
     two companies agreed with the  ratio stated above.

3.   Number of Toshiba's shares to be exchanged 
     485,000 of Toshiba's ordinary stock will be allotted to the exchange of
     stock and no new issue of stock will be conducted.

(3)  Cash distribution through exchange of stock

     There will be no cash distribution in relation to the exchange of stock

3.   Outline of corporations to conduct exchange of stock


Trade Name                         Toshiba Corporation                                    TOPS

Principal Lines of    Development, manufacture, sales and service of  Sales and marketing of PCs (hardware and software)
Business              information and telecommunications system,      and design, manufacture maintenance, and the
                      social infrastructure systems, power systems,   service of peripherals
                      digital media, home appliances, and electronic
                      devices

Established           June 25, 1904                                   March 30, 1999

Head Office Location  Shibaura 1-1-1, Minato-ku, Tokyo                Masago 5-20-7, Mihama-ku,
                                                                      Chiba City, Chiba
Representative        Tadashi Okamura, President and CEO              Katsumi Yajima, President

Capital stock         274,926 million yen                             499 million yen

Number of outstanding 3,219,027 thousand shares                       9,980 thousand shares
shares

Shareholders equity   708,583 million yen                             8,264 million yen

Total asset           2,877,805 million yen                           67,280 million yen

Financial closing     March 31                                        March 31
date

Number of employees   40,000                                          401

Major customers       Manufacturing and non-manufacturing companies   Manufacturing and non-manufacturing companies in
                      in Japan and overseas; government and           Japan and overseas; government and municipal
                      municipal institutions                          institutions

Principal             The Master Trust Bank of Japan             5.3% Toshiba Corporation  95.1%
Shareholders and
shareholding
                      The Dai-ichi Mutual Life Insurance Company 3.6% Takayoshi Shiina      0.8%
                                                                      ShintaroShiina        0.4%
                      Japan Trustee Service Bank, Ltd            3.6%

Major Banks           Sumitomo Mitsui Banking Corporation             Mizuho Holdings Bank, etc

                      UFJ Trust Bank Limited                          Sumitomo Mitsui Banking Corporation
                      Mizuho Holdings Bank, etc

Relations             Capital           Toshiba holds TOPS shares.
                      HR                Toshiba designate directors to TOPS.
                      Business          Toshiba give orders to TOPS for sales




Recent three-year results        Toshiba Corporation (parent company)               TOPS (wholly owned company)
Unit: million yen

Financial Closing date           March 2001      March 2002      March 2003   March 2001     March 2002     March 2003

Sales                             3,678,977       3,196,896       3,408,251       14,459         16,293         19,822
Operating Income (loss)             125,880        -196,752          35,188          532            304            775
Recurring Income (loss)              95,327        -231,816          43,378          550            323            813
Net Income (loss)                    26,411        -260,332          83,364          528              6            374
Net Profit per share (yen)             8.20          -80.87           25.90        52.98           0.67          37.57
Annual dividend per share (yen)       10.00            0.00            3.00         0.00           0.00           0.00
Shareholders equity per              286.42          198.58          220.14        81.97          82.42         121.46
share (yen)
     
4.   Status after exchange of stock
(1)  Trade name, Business, Head Office Location, Representatives, Capital: No
     change

(2)  Forecast impact on business results
     TOPS is a consolidated company of Toshiba Corporation. Therefore, the
     execution of the exchange of stock will have only a very slight impact.

Forward looking statement:
This document contains forward-looking statements concerning Toshiba's
future plans, strategies and performance. These forward-looking statements are
not historical facts, rather they represent assumptions and beliefs based on
economic, financial and competitive data currently available. Furthermore, they
are subject to a number of risks and uncertainties that, without limitation,
relate to economic conditions, worldwide mega-competition in the electronics
business, customer demand, foreign currency exchange rates, tax rules,
regulations and other factors. Toshiba therefore wishes to caution that actual
results may differ materially from our expectations.


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