Fujitsu : Notice of Agreements for the Mergers through Absorption (Simplified Absorption-type Merger)

Fujitsu Limited

July 29, 2021

Notice of Agreements for the Mergers through Absorption (Simplified Absorption-type Merger) of Consolidated Subsidiaries of Fujitsu Limited

Tokyo, July 29, 2021 - Fujitsu Limited (herein after referred to as "Fujitsu") announced today that it has made a resolution at its board of directors meeting held today that effective October 1, 2021, its consolidated subsidiaries (collectively referred to herein as "the Target Companies"), FUJITSU KANSAI-CHUBUNET-TECH LIMITED (hereinafter referred to as "KCN"), FUJITSU KYUSHU NETWORK TECHNOLOGIES LIMITED (hereinafter referred to as "QNET"), FUJITSU COMPUTER TECHNOLOGIES LIMITED (hereinafter referred to as "FCT") will merge with Fujitsu and it has concluded agreements for absorption type mergers with the Target Companies.

Because Fujitsu's mergers with KCN (Merger 1), QNET (Merger 2) , FCT (Merger 3) are absorption-type mergers of consolidated subsidiaries, certain disclosure items and details have been omitted from this notice (Merger 1, Merger 2 and Merger 3 are collectively referred to herein as "the Mergers").

1. Purpose of the Mergers

Fujitsu has been promoting the streamlining of the formation of its operations including domestic group companies with the aim of enhancing the value delivered to customers with the expansion of its Digital Transformation (DX) business.

As part of this effort, KCN and QNET, which develop network systems, and FCT, which develops embedded systems for products such as supercomputers, servers, and storage products, will be absorbed by Fujitsu through the Mergers.

With the Mergers, the high-tech development capabilities that were dispersed throughout the Target Companies will be integrated and the consolidation of development functions will allow for the realization of a new organizational structure that enables Fujitsu to further increase productivity. Additionally, Fujitsu aims to further bolster its ability to respond to the various needs of the market, maintain and acquire leading-edge technology that is consistently one step ahead of the industry, improve the value provided to our customers and enhance competitiveness. With regard to existing business fields, Fujitsu will strive to maintain and improve the efficiency of its technologies for long-term, stable business continuity, and by providing systems development and platforms that support services for solving social challenges and enriching people's lives, Fujitsu will contribute to our customers' business stability.

2. Summary of the Mergers

(1) Schedule of the Mergers

Because the Mergers meet the requirements of simplified absorption-type mergers, Fujitsu will carry it out without the approval of a resolution at the Shareholders' Meeting.

Date of resolution by Board of Directors:	July 29, 2021 (today)
Date agreement for the Mergers was concluded:	July 29, 2021 (today)
Effective date of the Mergers:	October 1, 2021 (scheduled)

(2) Method of the Mergers

The mergers will be conducted through an absorption-type mergers method in which Fujitsu will be the surviving company and the Target Companies will be dissolved as the absorbed companies.

(3) Allocation of Consideration for the Mergers

No shares will be issued or consideration paid in conjunction with the Mergers.

(4) Treatment of Share Subscription Rights and Bonds with Share Subscription Rights

The Target Companies have not issued share subscription rights or bonds with share subscription rights.

3. Overview of the Mergers Merger 1

				Surviving Company					Absorbed Company
Company Name		Fujitsu Limited						FUJITSU KANSAI-CHUBUNET-TECH
						LIMITED
Address			Kawasaki-shi, Kanagawa, Japan		Osaka-shi, Osaka, Japan
Representative		Takahito	Tokita,	Representative	Hiroyuki Tsunekiyo, Representative
	Director and CEO						Director and President
				Manufacturing	and		sales	of	Development and design of equipment
Business Description		communications	systems	and	and software related to network systems
	information	processing	systems,	and	and computer systems, and system
				provision of related services.		design work
Capital				324,625 million yen					200 million yen
Date Established		June 20, 1935						April 21, 1983
Number of Shares Issued	207,001,821 shares					4,000 shares
Fiscal Year-End		March 31							March 31
				Shareholder					%		Fujitsu Limited, 100% shareholder
Major	Shareholders	and	The Master Trust Bank of		8.45%
Japan, Ltd. (for trust)
Percentage of Shares Held
Ichigo Trust Pte. Ltd.			7.49%
(as of March 31, 2021)
	Custody Bank of Japan,		5.22%
※The Percentage of Shares
Ltd. (for trust)
Held	is	calculated	after
GIC PRIVATE LIMITED -		2.76%
exclusion	of treasury	stock
C
holdings.
		Fujitsu Employee				2.31%
				Shareholding Association
Financial	Condition	and	(Consolidated)						(Unconsolidated)
Financial Performance in the	(Unit: Million Yen, except per share	(Unit: Million Yen, except per share data)
Most Recent Fiscal Year	data)							Net Assets: 2,085
(as of March 31, 2021)		Equity: 1,546,905						Total Assets: 5,727
				Total Assets: 3,190,206					Net Assets per Share: 521,408.59
				Equity per Share Attributable to Owners	Net Sales: 11,449
				of the Parent: 7,287.15					Operating Income: 669
				Revenue: 3,589,702					Ordinary Income: 668
				Operating Profit: 266,324				Net Profit: 464
				Profit before Income Taxes:291,855	Net Profit per Share: 116,059.56
				Profit for the Year Attributable to Owners
				of the Parent: 202,700
				Basic Earnings per Share: 1,013.78
				Diluted Earnings per Share: 1,012.63
				*Fujitsu has adopted	International

Financial Reporting Standards (IFRS) for the preparation of consolidated financial statements.

Merger 2

					Surviving Company	Absorbed Company
	Company Name		Fujitsu Limited	FUJITSU	KYUSHU	NETWORK
		TECHNOLOGIES LIMITED
	Address				Fukuoka-shi, Fukuoka, Japan
	Representative			Katsuhiko	Tanahashi,	Representative
			Director and President
						Development and design of software,
	Business Description			firmware,	and hardware	related	to
			network system and related computer
						system; and system design work
	Capital					100 million yen
	Date Established			June 20, 2005
	Number of Shares Issued		4,000 shares
	Fiscal Year-End			March 31
	Major	Shareholders	and		Fujitsu Limited, 100% shareholder
	Percentage of Shares Held
	(as of March 31, 2021)		Omitted
	※The Percentage of Shares
	Held	is	calculated	after
	exclusion	of treasury	stock
	holdings.
	Financial	Condition	and		(Unconsolidated)
	Financial Performance in the		(Unit: Million Yen, except per share data)
	Most Recent Fiscal Year		Net Assets: 1,813
	(as of March 31, 2021)			Total Assets: 5,315
						Net Assets per Share: 453,333.42
						Net Sales: 13,688
						Operating Income: 548
						Ordinary Income: 548
						Net Profit: 354
						Net Profit per Share: 88,729.19
Merger 3
					Surviving Company	Absorbed Company
	Company Name		Fujitsu Limited	FUJITSU COMPUTER
		TECHNOLOGIES LIMITED
	Address				Kawasaki-shi, Kanagawa, Japan
	Representative			Makoto	Fukuda,	President	and
		Omitted	Representative Director
	Business Description			Development and provision of services
			for all embedded systems, including

Capital

Date Established

Number of Shares Issued

Fiscal Year-End

Major Shareholders and Percentage of Shares Held (as of March 31, 2021) ※The Percentage of Shares Held is calculated after exclusion of treasury stock holdings.

Financial Condition and

Financial Performance in the

Most Recent Fiscal Year

(as of March 31, 2021)

embedded OS, software, firmware, hardware, verification, diagnosis, and development environment tools

200 million yen

April 9, 1983

4,000 shares

March 31

Fujitsu Limited, 100% shareholder

(Unconsolidated)

(Unit: Million Yen, except per share data)

Net Assets: 564

Total Assets: 2,012

Net Assets per Share: 141,175.76

Net Sales: 5,366

Operating Income: 408

Ordinary Income: 404

Net Profit: 314

Net Profit per Share: 78,527.12

4. Status After the Mergers

After the Mergers, there will be no changes to Fujitsu's company name, address, name and title of representative, business description, capital, or fiscal year-end.

5. Business Impact

The impact of the Mergers on Fujitsu's consolidated and non-consolidated financial results are insignificant.

Press Contacts:

Fujitsu Limited

Public and Investor Relations Division

Inquiries:https://www.fujitsu.com/global/about/resources/news/presscontacts/form/index.html

About Fujitsu

Fujitsu is the leading Japanese information and communication technology (ICT) company offering a full range of technology products, solutions and services. Approximately 126,000 Fujitsu people support customers in more than 100 countries. We use our experience and the power of ICT to shape the future of society with our customers. Fujitsu Limited (TSE:6702) reported consolidated revenues of 3.6 trillion yen (US$34 billion) for the fiscal year ended March 31, 2021.

For more information, please see www.fujitsu.com