Regarding the Background of the Resignation of Former President, Mr. Kuniaki Nozoe, and the Company's Position on the Matter

1. Regarding Mr. Nozoe's Request for a Preliminary Injunction to Preserve Standing as a Member of the Board

On March 15, 2010, Mr. Nozoe filed a petition with the Yokohama District Court, Kawasaki Branch, requesting a "preliminary injunction to preserve his standing as a member of the board."

[Contents]
Mr. Nozoe was requesting his reinstatement as a member of the Board of Directors on the basis of his allegations that his resignation was fraudulent, coerced or in error.

[Background]

• The court held two hearings, on March 23 and April 6, to gather evidence and hear allegations from both sides.
• At the hearings, the Company refuted Mr. Nozoe's allegations and submitted as evidence audio recordings of the meeting in which Mr. Nozoe was asked to resign, as well as results of an investigation which provided the basis for Mr. Nozoe's resignation.
• At the March 23 first hearing, Mr. Nozoe requested the court to issue a judgment on his request for a preliminary injunction without hearing the Company's evidence or allegations. The court rejected the request and began hearing allegations.
• At the April 6 second hearing, the court asked both sides whether they planned to submit further evidence or make further allegations. Both sides responded that they did not, and the court concluded the hearings.
• [* On April 7, Mr. Nozoe held a press conference regarding legal action he was requesting the Company take against members of the board. At the press conference, Mr. Nozoe claimed he was not seeking reinstatement to the Board of Directors and that he was requesting the establishment of an external investigation committee to have the background of his resignation clarified.]
• On April 8, the Company was served by the court a notification of withdrawal of the pending petition, which indicated that Mr. Nozoe had withdrawn his request on April 6, the day prior to his press conference.

2. Regarding the Background of Mr. Nozoe's Resignation

The Nifty Project and the Involvement of a Certain Investment Fund

(Warnings to Mr. Nozoe in February 2009)

• In the early part of February 2009, Mr. Nozoe began a project to reorganize Nifty Corp., a subsidiary of the Company. There were discussions about a business merger between Nifty and another IT company.
• At that time, Mr. Nozoe considered involving a certain investment fund into this project. Multiple financial institutions had told the Company that this fund had an unfavorable reputation.
• The Company determined that relations with this fund were inappropriate in light of the Company's corporate philosophy, the Fujitsu Way. Mr. Naoyuki Akikusa, the Company's senior executive advisor, warned Mr. Nozoe of the problem. Mr. Nozoe acknowledged the fund was a dubious organization and agreed to exclude it from the project. Mr. Nozoe also made a report to Mr. Masamichi Ogura, a statutory auditor of the Company, that he had excluded the fund because it was dubious.
• Thereafter, however, Mr. Nozoe made statements to the effect that the Japanese representative of the fund was the person he trusted most, and because of those statements, Mr. Mazuka, Mr. Akikusa, Mr. Ogura, Mr. Hiroshi Oura, a member of the board, Mr. Megumi Yamamuro, an auditor of the Company, and Mr. Hiroaki Kurokawa, a senior executive advisor of the Company, decided to continue to monitor the actions of the fund in relation to the project.

(Following the Warnings)

• Following the warnings in February 2009, on the premise that the fund had been excluded from the project, the IT company considered as a buyer of Nifty conducted due diligence on the deal. At that time, rumors spread in the financial sector that the Company planned to sell Nifty. The Company then received multiple offers from others companies, some at higher purchase prices than the proposal from the IT company.
• Mr. Nozoe canceled the planned sale to the IT company. During the course of the project, neither the Company's Management Council nor its Board of Directors ever made a formal decision on selling Nifty.
• In July 2009, Mr. Nozoe resumed discussions about selling Nifty, and informed Nifty of the resumption through a manager of the Company.
• Through the Company's investigation of the project, it was determined that despite previous warnings, Mr. Nozoe continued to have relations with the Japanese representative of the fund.
• Multiple investigation firms investigated the fund and had told the Company that this fund had an unfavorable reputation.
• The Company determined that the Japanese representative of the fund continued to take part in meetings on the proposed sale of Nifty.
• In further investigations following Mr. Nozoe's resignation, the Company found electronic mail between Mr. Nozoe and the Japanese representative of the fund which proved that even after Mr. Nozoe said he had excluded the fund from the project, Mr. Nozoe had involved the fund.

(Events in September 2009)

• In September 2009, Mr. Mazuka, Mr. Oura, and Mr. Akikusa held a meeting in which they agreed that Mr. Nozoe was unfit to be representative director and president of the Company because the relations between Mr. Nozoe and the Japanese representative of the fund were very strong and Mr. Nozoe had continued to involve the fund after stating himself that it was dubious and he would exclude it. They then consulted the outside members of the Board of Directors on their decision to confirm the situation with Mr. Nozoe, and if the investigation results into his relations with the Japanese representative of the fund were true, to ask Mr. Nozoe to resign, and that if Mr. Nozoe refused to resign, to seek his dismissal as representative director and president.

This position and the investigation results were explained to board members Mr. Ikujiro Nonaka, Mr. Chiaki Ito, Mr. Masayasu Kitagawa, and auditors Mr. Tamiki Ishihara, Mr. Yamamuro, and Mr. Hiroshi Mitani, and all of the above officers agreed with the position.

(Events on September 25, 2009)

• Prior to a meeting of the Board of Directors, Mr. Nozoe was given an opportunity to respond to the results of the investigation.
• Mr. Nozoe acknowledged that under no conditions was the fund allowed to be involved in the Nifty project and he stated that he had given instructions to that effect. In respect to the Japanese representative of the fund, Mr. Nozoe described the person as playing the role as a contact for the representative of the fund. Mr. Nozoe admitted that he still had personal contact with the Japanese representative and that he had asked him to act as an intermediary for the Nifty sale.
• Since Mr. Nozoe's explanation was generally consistent with the findings of the Company's investigation, Mr. Nozoe was asked to resign.
• Present at the meeting with Mr. Nozoe were Mr. Mazuka, Mr. Oura, Mr. Yamamuro, Mr. Akikusa, and Mr. Takuma Yamamoto, advisor to the Company, and Mr. Mitsuya Yasui, president of the legal unit, was present as secretary.
• Mr. Nozoe signed a resignation and signed a contract as a senior executive advisor to the Company.
• Following this meeting, a meeting of the Board of Directors formally accepted Mr. Nozoe's resignation.

* The Company cannot reveal details of the investigation and other information gathered by the Company in relation to Mr. Nozoe's resignation, as it would have a significant impact on third parties, including the providers of the information. The Company did, however, provide details of the investigation as evidence to the court in the petition hearings, along with audio recordings from the meeting with Mr. Nozoe on September 25 when he was asked to resign. Therefore, the court was in a position to review this information and determine whether or not the resignation was fraudulent or coerced.

3. Regarding the Disclosure of the Resignation

[Background]

• On September 25, at the time of the resignation, the Company said it was due to illness.
• Before being asked to resign, Mr. Nozoe was asked whether he had been involved in any illegal conduct that would lead the Board of Directors to dismiss him, including insider trading or the receipt of money or goods. Mr. Nozoe confirmed that there had been no such incidents.
• It seemed that the only issue was the fund's involvement in the Nifty project.
• Based on the discussion, since there seemed to be no illegal conduct, Mr. Nozoe was advised to resign.
• With Mr. Nozoe's approval, the Company decided on illness as the reason for the resignation.
• At the time, considering that the background information was sensitive, the Company sought to prevent potential damage to the reputation of the fund, the honor of Mr. Nozoe, and the reputation of the Company.

4. Mr. Nozoe's Request that the Company File Suit Against Members of the Board

• On March 30, 2010, Mr. Ogura received a letter from Mr. Nozoe requesting that the Company file a lawsuit against two members of the Board of Directors.
• The members of the board named in the request are Mr. Mazuka and Mr. Akikusa.
• Mr. Nozoe alleges that he was unfairly forced to resign, and therefore the sale of Nifty was never completed and the Company suffered an opportunity loss.
• In accordance with Japanese law, the Board of Auditors of the Company is now reviewing the request. The Company is aware of the contents of the request.

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