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<For reference: Appropriation of other capital surplus and other retained earnings according to
Japanese Corporate Law>
In accordance with Japanese GAAP and Japanese Corporate Law, in the non-consolidated financial
statements, “Capital surplus” is classified into “Legal capital surplus” and “Other capital surplus.” “Retained
earnings” is classified into “Legal reserve of retained earnings” and “Other retained earnings.”
The appropriation amount of earnings as a dividend to shareholders and a resource of repurchase of
treasury stock is calculated based on “Other capital surplus” and “Other retained earnings” in the Company’s
non-consolidated accounts at appropriations in accordance with Japanese Corporate Law.
In the non-consolidated account, if the “Other retained earnings” were a deficit at fiscal year end, the
Japanese Corporate Law permits us to compensate the deficit from “Other capital surplus” in the next
fiscal year.
3. Shift of consolidated subsidiaries to wholly owned subsidiaries through exchange of shares
The Company resolved, at the board of directors meeting held on May 24, 2007, to wholly own three of
its subsidiaries, Fujitsu Access Limited (TSE-1), Fujitsu Devices Inc. (TSE-2), and Fujitsu Wireless
Systems Limited, through the exchange of shares, and share exchange agreements have been signed with
each of the three companies.
The three subsidiaries will seek approval of the exchange of shares at their respective annual share-
holders’ meetings scheduled in late June, 2007. On the other hand, Fujitsu Limited does not plan to seek
approval for the share exchanges at its annual shareholders’ meeting in accordance with Article 796 (3) of
the Japanese Corporate Law.
In addition, as a result of the share exchanges, both Fujitsu Access Limited and Fujitsu Devices Inc.
are scheduled to be delisted on July 26, 2007.
(1) Objectives
The business environment in which the Fujitsu Group operates is rapidly changing as a result of techno-
logical advancements in the fields of network and IT utilization. In order to respond to the growing and
increasingly diverse services needs of customers in a timely manner, the Company is implementing a
number of organizational reforms, including realignment of Group companies, to enable it to better meet
the expanding range of customer needs.
(2) Method and content of share exchange
q Method of share exchange
Based on the share exchange agreements signed on May 24, 2007, the Company will distribute its com-
mon stock to shareholders of Fujitsu Access Limited, Fujitsu Devices Inc. and Fujitsu Wireless Systems
Limited in exchange for their common stock in those companies.
w Share exchange ratio
For each share of common stock in the three companies, the following amounts of the Company’s com-
mon stock will be distributed.
Fujitsu Access Limited 0.86 shares
Fujitsu Devices Inc. 2.70 shares
Fujitsu Wireless Systems Limited 13.36 shares
92 Fujitsu Limited