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  7. Notice Regarding the Shift of Consolidated Subsidiaries to Wholly Owned Subsidiaries through Exchange of Shares

Notice Regarding the Shift of Consolidated Subsidiaries to Wholly Owned Subsidiaries through Exchange of Shares

Fujitsu Limited

Tokyo, May 24, 2007

The Fujitsu Group delivers comprehensive solutions in the field of information technology through the provision of high-performance, high-quality electronic devices and products based on powerful technologies, as well as services that utilize them, and the business environment in which it operates is in the process of rapid expansion and change as a result of technological advancements in fields of network and IT utilization.

In order to respond to the growing and increasingly diverse services needs of customers in a timely manner, Fujitsu is implementing a number of organizational reforms, including realignment of Group companies, to enable it to better meet the expanding range of customer needs.

Specifically, Fujitsu is undertaking the following measures to reinforce its structure globally from a customer-centric perspective:

  1. Creating a corporate structure that is simple and easy for customers to understand;
  2. Creating a corporate structure that enhances collaboration between sales and product development, enabling the company to respond quickly to customer changes;
  3. Clarifying and unifying functions and roles within the Group.

In accordance with the basic strategic direction stated above, it has been decided to make Fujitsu Access Limited (TSE-1 Code: 6717), Fujitsu Devices Inc. (TSE-2 Code: 7582), and Fujitsu Wireless Systems Limited (unlisted) wholly owned subsidiaries of Fujitsu Limited through the exchange of shares, and today Fujitsu Limited announced that it has signed share exchange agreements with each of the three companies. The share exchange ratios are as follows: for each share of Fujitsu Access Limited common stock, 0.86 shares of Fujitsu Limited common stock will be allocated and distributed; for each share of Fujitsu Devices Inc. common stock, 2.70 shares of Fujitsu Limited common stock will be allocated and distributed; and for each share of Fujitsu Wireless Systems Limited common stock, 13.36 shares of Fujitsu Limited common stock will be allocated and distributed.

Following the approval of the exchange of shares at each of the three companies' annual shareholders' meetings, scheduled for the second half of June this year, the share exchange will become effective as of August 1. In accordance with Article 796, Section 3 of the Company Law, Fujitsu Limited does not plan to seek approval for the share exchanges at its annual shareholders' meeting. (For specific details pertaining to the exchange of shares for each company, please refer to the separate notices also released today.)

In addition, as a result of the share exchanges, both Fujitsu Access Limited and Fujitsu Devices Inc. are tentatively scheduled to be delisted on July 26, 2007 (closing date for trading: July 25, 2007).

In conjunction with the share exchanges, a total of 34,319,427 shares of Fujitsu Limited common stock will be allocated and distributed to shareholders of the three companies. However, because Fujitsu Limited plans to allocate these shares through acquisition of its own shares prior to the effective date of the share exchanges, it is anticipated that no new shares will be issued.

About Fujitsu

Fujitsu is a leading provider of customer-focused IT and communications solutions for the global marketplace. Pace-setting device technologies, highly reliable computing and communications products, and a worldwide corps of systems and services experts uniquely position Fujitsu to deliver comprehensive solutions that create infinite possibilities for its customers' success. Headquartered in Tokyo, Fujitsu Limited (TSE:6702) reported consolidated revenues of 5.1 trillion yen (US$43.2 billion) for the fiscal year ended March 31, 2007. For more information, please see: www.fujitsu.com

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Company:Fujitsu Limited

Date: 24 May, 2007
City: Tokyo
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