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Fujitsu Limited


Regarding Media Reports on Former President, Mr. Kuniaki Nozoe

(This is a translation of the Japanese original, and is for reference purposes only.)


6 March, 2010  — There have been reports in the media concerning a letter sent to Fujitsu Limited ("the Company") by the Company's former president and representative director, Mr. Kuniaki Nozoe, requesting that his resignation be nullified. The following is the Company's statement on the matter.

Around February 2009, Mr. Nozoe was pursuing a project which involved a third-party company whose representative director was a long acquaintance. Since this third-party company's corporate group was said to have an unfavorable reputation, the Company conducted an investigation and determined that, from the perspective of the Fujitsu Way, which outlines the principles and code of conduct by which our employees act, a relationship with this third-party company was inappropriate. Upon being informed of the results of this investigation by the Company's members of the Board of Directors and Auditors, Mr. Nozoe acknowledged the results and stated that this third-party company would no longer be involved with the project. Afterwards, however, the Company found that Mr. Nozoe continued to have relations with this third-party company.

The president of the Company is, in one sense, the highest embodiment of the Fujitsu Way, and as part of the function of leading the Fujitsu Group, the president is required to abide by the highest ethical standards. Furthermore, the Company's Board of Directors is required to continually supervise the business actions of the president. In situations where the Board of Directors determines that the president has acted inappropriately, it is a duty to rectify the situation and, under certain circumstances, to dismiss the president. This is an important responsibility under the Company's corporate governance policy.

On September 25, 2009, with the prior consent of a majority of the members of the Board of Directors, members of the Company's Board of Directors and Auditors held a meeting with Mr. Nozoe to explain that if the results of the investigation were correct, Mr. Nozoe would be dismissed, but that as another option, if Mr. Nozoe tendered his resignation, it would be accepted.

During this September 25 meeting with members of the Board of Directors and Auditors, Mr. Nozoe made the following explanation. Mr. Nozoe said it was his understanding that the parent company of the third-party company in question was not permitted to be involved with the project he was pursuing, and that he had given instructions to that effect. In addition, although Mr. Nozoe described the acquaintance in question as a contact person for the representatives of the parent company, he said that he saw the relationship with the acquaintance as personal, and that the acquaintance was separate and independent of the third-party company and its affiliates, and that therefore he had involved the acquaintance in the project. Mr. Nozoe understood that, given his position as president, his explanation was inadequate, and he chose to resign.

The determination that it was inappropriate, from the viewpoint of the Fujitsu Way, to have the involvement of a certain third-party company in a project and for the president of the Company to have a relationship with the third-party company, was a business decision made by the Company, and a judgment made by the Board of Directors in determining the qualifications for president. For this reason, the Company is not in a position to make public its assessment of the third-party company, nor to make public the results of its investigation. Furthermore, Mr. Nozoe has not, in any way, committed an illegal act. The key questions are the actions that were taken by Mr. Nozoe in his position as president and representative of the Company, and in addition, in the event that the rumors and reputation surrounding the third-party company were correct, the management decisions taken by Mr. Nozoe with respect to managing the risks to the Company. From this viewpoint, the Company determined that a president should have recognized the significant risk involved and taken action that left no doubt to his commitment to mitigating this risk. The Company believes that Mr. Nozoe fully understood this, and based on this understanding, resigned accordingly.

The Company reiterates that this matter involves the qualifications of Mr. Nozoe as president. As stated above, the Company is not in a position to make public the assessment of the third-party company, and consequently, at the time of Mr. Nozoe's resignation, had the Company explained this background, the assessment of the third-party company would have become a public issue, and this would have had an impact on the third-party company's business. Under the circumstances, and due to the fact that Mr. Nozoe's health was indeed suffering, the Company announced, with the explicit approval of Mr. Nozoe, that the resignation was due to illness.

The Company asks its stakeholders for their understanding as to why the Company did not release the full facts behind Mr. Nozoe's resignation at the time of the announcement.