NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF MINOLTA-QMS, INC. TO MINOLTA INVESTMENTS COMPANY, A WHOLLY-OWNED SUBSIDIARY OF MINOLTA CO., LTD. (NOT TO BE USED FOR SIGNATURE GUARANTEES) THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, OCTOBER 31, UNLESS THE OFFER IS EXTENDED. This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if certificates representing shares of common stock, par value $0.01 per share (the "Common Stock"), of Minolta-QMS, Inc., a Delaware corporation (the "Company"), including the associated rights to purchase shares of the Series A Participating Preferred Stock of the Company issued pursuant to the Rights Agreement (as defined in the Offer to Purchase) (the "Rights" and, together with the Common Stock, the "Shares"), are not immediately available, if the procedure for book-entry transfer cannot be completed prior to the Expiration Date (as defined in the section "THE TENDER OFFER--Section 1. Terms of the Offer; Expiration Date" of the Offer to Purchase), or if time will not permit all required documents to reach the Depositary prior to the Expiration Date. Such form may be delivered by hand, transmitted by facsimile transmission or mailed to the Depositary. See the section "THE TENDER OFFER--Section 3. Procedures for Accepting the Offer and Tendering Shares" of the Offer to Purchase. THE DEPOSITARY FOR THE OFFER IS: ChaseMellon Shareholder Services, L.L.C. BY MAIL: BY HAND: BY OVERNIGHT DELIVERY: Reorganization Department Reorganization Department Reorganization Department P.O. Box 3301 120 Broadway 85 Challenger Road South Hackensack, NJ 07606 13th Floor Mail Stop-Reorg New York, NY 10271 Ridgefield Park, NJ 07660 BY FACSIMILE TRANSMISSIONS: (FOR ELIGIBLE INSTITUTIONS ONLY) (201) 296-4293 CONFIRM FACSIMILE BY TELEPHONE (201) 296-4860 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED. Ladies and Gentlemen: The undersigned hereby tenders to Minolta Investments Company, a Delaware corporation ("Purchaser") and wholly-owned subsidiary of Minolta Co., Ltd., a Japanese corporation ("Parent"), upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase, dated October 3, 2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer"), receipt of which is hereby acknowledged, the number of Shares set forth below pursuant to the guaranteed delivery procedures set forth in the section "THE TENDER OFFER -- Section 3. Procedures for Accepting the Offer and Tendering Shares" of the Offer to Purchase. - ------------------------------------------- Number of Shares: __________________________________________________________ Certificate Nos. (if available): ____________________________________________________________________________ ____________________________________________________________________________ Check box if Shares will be tendered by book-entry transfer: / / Account Number: ____________________________________________________________ Dated: _______________________________________________________________, 2000 - ------------------------------------------- - ------------------------------------------- Name(s) of Record Holder(s): _______________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ PLEASE PRINT Address(es): _______________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ZIP CODE Area Code and Tel. No.: ____________________________________________________________________________ Signature(s): ______________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ----------------------------------------------- ---------------------------------------------------------------------------- GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEES) The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program, guarantees to deliver to the Depositary either certificates representing the Shares tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message, and any other documents required by the Letter of Transmittal, within three trading days (as defined in the Offer to Purchase) after the date hereof. The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for Shares to the Depositary within the same time period herein. Failure to do so could result in a financial loss to such Eligible Institution. Name of Firm: AUTHORIZED SIGNATURE Address: Name: PLEASE PRINT Title: ZIP CODE Area Code & Tel. No: Date:, 2000 DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL. - -------------------------------------------------------------------------------- 2