Matters Subject to Measures for Electronic Provision (Matters Excluded from Paper- Based Documents Delivered Upon Request) at the Time of Notice of the 123rd Annual Shareholders' Meeting
Fujitsu Limited
Note:
This English version of Matters Subject to Measures for Electronic Provision (Matters Excluded from Paper-Based Documents Delivered Upon Request) at the Time of Notice of the 123rd Annual Shareholders' Meeting is a translation for reference only. The style of this English version differs slightly from the original Japanese version.
(TRANSLATION FOR REFERENCE ONLY) | |
1. Fujitsu Group Principal Offices and Plants (As of March 31, 2023) | |
(1) Fujitsu Limited | |
Registered office | 1-1, Kamikodanaka 4-chome,Nakahara-ku,Kawasaki-shi, Kanagawa |
Headquarters | 5-2,Higashi-Shimbashi1-chome,Minato-ku, Tokyo |
Sapporo Hub (Sapporo-shi), Sendai Hub (Sendai-shi), Fukushima Hub (Fukushima-shi, | |
Fukushima), Yokohama Hub (Yokohama-shi), Saitama Hub (Saitama-shi), Chiba Hub (Chiba-shi), | |
Domestic business | Niigata Hub (Niigata-shi), Nagano Hub (Nagano-shi, Nagano), Kanazawa Hub (Kanazawa-shi, |
offices | Ishikawa), Nagoya Hub (Nagoya-shi), Shizuoka Hub (Shizuoka-shi), Osaka Hub (Osaka-shi), |
Kobe Hub (Kobe-shi), Kyoto Hub (Kyoto-shi), Matsue Hub (Matsue-shi, Shimane), Hiroshima | |
Hub (Hiroshima-shi), Takamatsu Hub (Takamatsu-shi, Kagawa), Fukuoka Hub (Fukuoka-shi) | |
Sapporo Systems Laboratory (Sapporo-shi), Aomori Systems Laboratory (Aomori-shi, Aomori), | |
Ichigaya Office (Chiyoda-ku, Tokyo), Fujitsu Solution Square (Ohta-ku, Tokyo), Fujitsu Shin- | |
Software / Services | Kawasaki Technology Square (Kawasaki-shi), Fujitsu Uvance Kawasaki Tower (Kawasaki-shi), |
Makuhari Systems Laboratory (Chiba-shi), Kouchi Fujitsu Technoport (Nankoku-shi, Kouchi), | |
Kyushu R&D Center (Fukuoka-shi) | |
Kawasaki Research & Manufacturing Facilities (Kawasaki-shi), Oyama Plant (Oyama-shi, | |
R&D / Plants | Tochigi), Nasu Plant (Otawara-shi, Tochigi), Nagano Plant (Nagano-shi, Nagano), Numazu Plant |
(Numazu-shi, Shizuoka) | |
(2) Subsidiaries | |
Fujitsu Frontech Limited (Inagi-shi, Tokyo), TRANSTRON Inc. (Yokohama-shi), Fujitsu Telecom | |
Networks Limited (Oyama-shi, Tochigi), Fujitsu Isotec Limited (Date-shi, Fukushima), Ridgelinez | |
Japan | Limited (Chiyoda-ku, Tokyo), Fujitsu Japan Limited (Minato-ku, Tokyo), Fujitsu Fsas Inc. |
(Kawasaki-shi), Fujitsu Network Solutions Limited (Kawasaki-shi), Fujitsu Personal System | |
Limited (Kawasaki-shi), SHINKO ELECTRIC INDUSTRIES CO., LTD. (Nagano-shi, Nagano), | |
FDK CORPORATION (Minato-ku, Tokyo) | |
Outside of Japan | Fujitsu Network Communications, Inc. (U.S.), Fujitsu Services Holdings PLC (U.K.), Fujitsu North |
America, Inc. (U.S.), Fujitsu Australia Limited (Australia), Fujitsu Asia Pte. Ltd. (Singapore), | |
Fujitsu Technology Solutions (Holding) B.V. (Netherlands) | |
(3) Data Centers
Hokkaido Data Center (Hokkaido), Tohoku Data Center (Miyagi), Tatebayashi Data Center | |
Data centers | (Gunma), Tokyo Data Center (Kanagawa), Yokohama Data Center (Kanagawa), Yokohama Kohoku |
Data Center (Kanagawa), Nagano Data Center (Nagano), Chubu Data Center (Aichi), Osaka Senri | |
Data Center (Osaka), Akashi Data Center (Hyogo), Chushikoku Data Center (Hiroshima), Shikoku | |
Data Center (Kouchi), Kyushu Data Center (Fukuoka), global data centers (around the world) | |
2. Employees (As of March 31, 2023)
(1) Employees of the Fujitsu Group
Segment | Number of employees | Compared to the end of fiscal |
2021 | ||
Technology Solutions | 115,290 | -219 |
Ubiquitous Solutions | 367 | -19 |
Device Solutions | 8,398 | +77 |
Total | 124,055 | -161 |
2
(TRANSLATION FOR REFERENCE ONLY) | ||||||
(2) | Employees of Fujitsu Limited | |||||
Segment | Number of employees | Compared to the end of fiscal | ||||
2021 | ||||||
Technology Solutions | 34,977 | +669 | ||||
Ubiquitous Solutions | 115 | -7 | ||||
Total | 35,092 | +662 | ||||
Average age | 43.7 | Average years of | 19.1 | |||
employment | ||||||
3. Principal Lenders (As of March 31, 2023) | ||||||
(Million yen) | ||||||
Lender | Loan amount | |||||
MUFG Bank, Ltd. | 29,171 | |||||
The Hachijuni Bank, Ltd. | 11,000 | |||||
Sumitomo Mitsui Banking Corporation | 8,254 | |||||
Mizuho Bank, Ltd. | 5,953 | |||||
The Shoko Chukin Bank, Ltd. | 1,000 | |||||
4. Stock (As of March 31, 2023) | ||||||
(1) | Number of Authorized Shares: | 500,000,000 | ||||
(2) | Number of Outstanding Shares: | 207,001,821 | ||||
(3) | Stated Capital: | ¥324,625,075,685 | ||||
(4) | Shares Issued | |||||
During the Business Period: | There was no issuance of shares during the business period. | |||||
(5) | Number of Shareholders: | 99,035 (2,623 decrease from the end of the end of fiscal 2021) | ||||
(6) | Principal Shareholders | |||||
Percentage of shares held |
Name | (%) |
The Master Trust Bank of Japan, Ltd. (for trust)
Ichigo Trust Pte. Ltd.
Custody Bank of Japan, Ltd. (for trust)
GIC PRIVATE LIMITED - C
STATE STREET BANK AND TRUST COMPANY 505223
SSBTC CLIENT OMNIBUS ACCOUNT
Fujitsu Employee Shareholding Association
STATE STREET BANK WEST CLIENT - TREATY 505234
Asahi Mutual Life Insurance Company
JP MORGAN CHASE BANK 385632
Notes:
1. The investment ratio is calculated after exclusion of treasury stock holdings (18,661,673 shares).
17.73
7.91
6.28
3.47
2.41
2.03
1.91
1.87
1.87
1.82
3
(TRANSLATION FOR REFERENCE ONLY)
2. The shares held by The Master Trust Bank of Japan, Ltd. (for trust) and Custody Bank of Japan, Ltd. (for trust) pertain to their trust business.
< Equity Shareholdings by Type of Shareholder >
- Shares Granted as Consideration for Duties Performed by the Company's Directors and Auditors during Fiscal 2022
Number of shares granted | No. of grantees | |
Directors (excluding External Directors) | 7,450 | 3 |
External Director | - | - |
Audit & Supervisory Board Members | - | - |
Note: The details of our stock compensation are described in "C. Matters Related to Performance-based Compensation for Fiscal 2022" on Page A-17of the Reports on the 123rd Business Period.
(8) Important Matters Concerning the Stock
On April 28, 2022, the Company made a decision to repurchase its common stock up to either a maximum of 12,000,000 shares or a maximum aggregate purchase value of 150 billion yen during the period from May 2, 2022 to March 31, 2023 and purchased approximately 8,270,000 shares of its common stock with the aggregate purchase value of approximately 149.9 billion yen during fiscal 2022.
5. Stock Acquisition Rights
As of March 31, 2023, no stock acquisition right was granted as consideration for duties performed by the Company's Directors and Auditors, and no stock acquisition right was granted to employees in fiscal 2022 as consideration for duties.
4
(TRANSLATION FOR REFERENCE ONLY)
6. Overview of Liability Limitation Agreement
The Company has entered into an agreement limiting liability for damages under Article 423, paragraph
- of the Companies Act with each of the Non-Executive Directors and Audit & Supervisory Board Members. The maximum amount of liability for damages in accordance with the relevant agreement is the minimum liability amount stipulated by laws and regulations. The said liability limitation shall apply only when a relevant Non-Executive Director or Audit & Supervisory Board Member executes a duty that created a liability in good faith and without gross negligence.
Note: Non-Executive Directors refer to External Directors, and Director and Senior Advisor Masami Yamamoto.
7. Summary of Contents of Directors and Officers Liability Insurance Policy, etc.
The Company has concluded directors and officers liability insurance policies with some insurance companies as stipulated in Article 430-3, paragraph (1) of the Companies Act. A summary of the contents of the policies and other information is given below.
(1) Scope of the insured
Directors, Audit & Supervisory Board Members, Corporate Executive Officers, etc. of the Company and its consolidated subsidiaries (excluding listed subsidiaries)
(2) Summary of Insurance Policy Contents
The policies shall cover damages and legal costs, etc. incurred by the insured due to claims for damages arising from acts (including omissions) committed by the insured in an official capacity. However, in order not to compromise the proper enforcement of duties by the insured, no compensation etc. shall be payable in the event of any claims arising from profits or advantage being obtained illegally, or arising from dishonest acts, etc. The Company pays all premiums and the insured does not pay anything.
5
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Fujitsu Ltd. published this content on 26 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 May 2023 07:38:07 UTC.