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Notice Regarding the Sale of Shares of FANUC

Fujitsu Limited

Tokyo, October 28, 2003

Fujitsu Limited ("Fujitsu") today announced that, as part of its effort to enhance its financial stability, such as its ongoing reduction of interest-bearing liabilities, it has decided to sell a portion of its shareholdings in FANUC LTD. (FANUC) through a secondary offering (the "Offering"). Details are as below.

Fujitsu will make an announcement concerning the effects of the Offering on its earnings as soon as the amount of the Offering is determined.

Number of shares sold

In addition to the number of shares stated above, Fujitsu plans to grant an option to purchase up to 3,600,000 additional shares (the "Greenshoe Option") to Nikko Citigroup, the lead manager of the Offering ("the Lead Manager). The Greenshoe Option will be exercisable until the thirtieth day from the day following the end of the application period for the Offering (if the thirtieth day is not a business day, the last business day prior to this day).

Remaining shares of FANUC held by Fujitsu after the Offering

The percentage of total voting rights to be held by Fujitsu in FANUC, including the 8,000,000 shares held by the employee pension trust over which Fujitsu retains voting rights, will be 19.64% (disregarding the Greenshoe Option stated above).


Fujitsu has agreed with FANUC as well as the Lead Manager not to transfer or sell, excluding the Offering, shares of common stock (including latent stock) of FANUC that Fujitsu holds at the time of execution of the subscription agreement for the Offering, nor to issue securities bearing the right to acquire shares of common stock of FANUC that Fujitsu holds, for a period of 180 days from the execution of the said subscription agreement (the "Lock-up Period") without prior written consent from the Lead Manager. However, the Lead Manager bears the right to partially or completely terminate this agreement or to shorten the restriction period, by its own judgment.

About Fujitsu

Fujitsu is a leading provider of customer-focused IT and communications solutions for the global marketplace. Pace-setting technologies, highly reliable computing and telecommunications platforms, and a worldwide corps of systems and services experts uniquely position Fujitsu to deliver comprehensive solutions that open up infinite possibilities for its customers' success. Headquartered in Tokyo, Fujitsu Limited (TSE:6702) reported consolidated revenues of 4.6 trillion yen (US$38 billion) for the fiscal year ended March 31, 2003.  
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Date: 28 October, 2003
City: Tokyo
Company: Fujitsu Limited, , , , ,