Scott A. Ziegler, Esq.
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Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
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Title of each class of
Securities to be registered
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Amount
to be registered
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Proposed maximum aggregate price per unit (1)
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Proposed maximum
aggregate offering price (2)
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Amount of
registration fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one share of common stock of Panasonic Corporation
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N/A
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N/A
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N/A
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N/A
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(1)
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Each unit represents one American Depositary Share.
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(2)
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Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
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Item Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(1)
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Name and address of Depositary
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Introductory paragraph
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(2)
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Title of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount of deposited securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure for voting, if any, the deposited securities
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Paragraph (12)
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(iii)
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Collection and distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission of notices, reports and proxy soliciting material
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Paragraphs (3), (8) and (12)
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(v)
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Sale or exercise of rights
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Paragraphs (4), (5) and (10)
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(vi)
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Deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (4), (5), (10) and (13)
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(vii)
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Amendment, extension or termination of the Deposit Agreement
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Paragraphs (16) and (17)
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(viii)
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Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of ADR
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Paragraph (3)
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Paragraphs (1), (2), (4), and (5)
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(x)
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Limitation upon the liability of the Depositary
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Paragraph (14)
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(3)
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Fees and Charges
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Paragraph (7)
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Item Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(b) |
Statement that upon effectiveness of the termination of Panasonic Corporation's reporting requirements under the Securities Exchange Act of 1934, the Company shall publish information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its internet web site (http://panasonic.net) or through an electronic information delivery system generally available to the public in its primary trading market
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Paragraph (8)
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(a)
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Form of Deposit Agreement. Form of Second Amended and Restated Deposit Agreement among Panasonic Corporation, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including form of ADR. Filed herewith as Exhibit (a).
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.
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(c)
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Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.
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(d)
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Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Previously filed as an Exhibit to Registration Statement No. 333-133099 which is incorporated herein by reference.
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(e)
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Certification under Rule 466. Filed herewith as Exhibit (e).
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
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(b)
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If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
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Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Gregory A. Levendis | |
Name:
Title:
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Gregory A. Levendis
Executive Director
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Panasonic Corporation
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By:
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/s/ Kazuhiro Tsuga | |
Name:
Title:
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Kazuhiro Tsuga
President and Director
(Principal Executive Officer)
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Signature
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Title
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/s/ Fumio Ohtsubo
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Chairman of the Board of Directors
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Fumio Ohtsubo
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/s/ Masayuki Matsushita
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Vice Chairman of the Board of Directors
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Masayuki Matsushita
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/s/ Kazuhiro Tsuga
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President and Director
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Kazuhiro Tsuga
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( Principal Executive Officer)
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/s/ Yasuo Katsura
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Executive Vice President and Director
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Yasuo Katsura
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/s/ Shusaku Nagae
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Executive Vice President and Director
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Shusaku Nagae
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/s/ Ikusaburo Kashima
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Senior Managing Director
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Ikusaburo Kashima
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/s/ Yoshihiko Yamada
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Senior Managing Director
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Yoshihiko Yamada
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/s/ Yoshiiku Miyata
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Senior Managing Director
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Yoshiiku Miyata
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Signature
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Title
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/s/ Kazunori Takami
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Senior Managing Director
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Kazunori Takami
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/s/ Takashi Toyama
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Managing Director
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Takashi Toyama
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/s/ Hideaki Kawai
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Managing Director
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Hideaki Kawai
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ Yoshiyuki Miyabe
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Managing Director
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Yoshiyuki Miyabe
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/s/ Yoshiaki Nakagawa
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Managing Director
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Yoshiaki Nakagawa
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/s/ Mamoru Yoshida
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Managing Director
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Mamoru Yoshida
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/s/ Ikuo Uno
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Director
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Ikuo Uno
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/s/ Masayuki Oku
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Director
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Masayuki Oku
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Signature
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Title
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/s/ Shinji Kasayama
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Authorized Representative in the
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Shinji Kasayama
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United States
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Exhibit Number
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(a)
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Form of Deposit Agreement.
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(e)
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Rule 466 Certification
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