Change in Major Shareholders through Strategic Alliance with the Sumitomo Mitsui Financial Group

Today, a change occurred in the holdings of the major shareholder of Promise Co., Ltd., to be followed by a change in the major shareholder on July 14, 2004.

   The changes are a result of the strategic alliance with Sumitomo Mitsui Financial Group, Inc. (SMFG), based on which Promise and major shareholders are selling shares in the Company to Sumitomo Mitsui Banking Corporation (SMBC) through the following transactions.

(1)Sale of shares by existing shareholders (7,000,000 common shares)

(2)Issue of new shares through third-party allotment (8,900,000 common shares)

(3)Sale of treasury stock (4,330,000 common shares)

I. Change in Holdings of Major Shareholder, Effective July 13, 2004

1. Reason for change in holdings of major shareholder

Based on the strategic alliance with SMFG, Promise shareholders transfer red 7,000,000 common shares to SMBC, effective July 13, 2004.

   Of that amount, 1,500,000 shares were transferred by the major shareholder in the Company and 5,500,000 shares by other principal shareholder.

2. Name and details of said shareholder (major shareholder)

3.Voting rights (shareholdings) held by said shareholder (major shareholder) and percent of total voting rights

Notes:   1.Number of shares without voting rights to be excluded
                                from outstanding shares: 4,831,465 shares

           2.Number of shares issued at July 13, 2004: 125,966,665 shares

II. Change in Major Shareholder, Effective July 14, 2004

1. Reason for change in major shareholder

Based on the strategic alliance with SMFG, Promise will transfer to SMBC 4,330,000 common shares being held as treasury stock and 8,900,000 common shares through a third-party allotment of newly issued shares. These transactions will result in the following shareholder becoming the major shareholder.

2. Name and details of said shareholder

3. Voting rights (shareholdings) held by said shareholder and percent of total voting rights

Notes:   1.Number of shares without voting rights to be excluded
                         from outstanding shares: 501,465 shares

           2. Number of shares issued at July 14, 2004: 134,866,665 shares

(Reference)

Voting rights (shareholdings) held by Mr. Ryoichi Jinnai and percent of total voting rights

Note:  The change in the percent of total voting rights is due to the issue of new shares.

4.Outlook

SMBC is expected to be a stable and long-term shareholder.

(Reference)

Movement in Promise's Capital (scheduled for July 14)