Notice of Company Split Contract Execution with Semiconductor Subsidiary

Tokyo, May 23, 2013

Fujitsu Limited has concluded a contract with its consolidated subsidiary, Fujitsu Semiconductor Limited (Fujitsu Semiconductor), whereby Fujitsu Limited will absorb the latter's Microcontroller and Analog Business through a company split (Company Split 1). Fujitsu Limited has also concluded a contract with Nihon AM Semiconductor Limited (the New Company) which is newly established by Fujitsu Semiconductor. In this second contract, Fujitsu Limited will transfer this business, also through a company split (Company Split 2), to the New Company.

Company Split 1 and Company Split 2, collectively referred to as "the Company Splits," fall within the scope of consolidated subsidiaries established through a simple absorption-type separation. For this reason certain details are not included in this disclosure.

1. Objectives of the Company Splits

The Company Splits are undertaken to realize the smooth transfer of Fujitsu Semiconductor's Microcontroller and Analog Business to the U.S.-based Spansion LLC and affiliates, which Fujitsu Limited announced on April 30, 2013.

After the business is transferred from Fujitsu Limited to the New Company, Fujitsu Semiconductor will transfer all shares in the New Company to Nihon Spansion Limited.

2. Outline of the Company Splits

(1) Fujitsu Limited Schedule

May 23, 2013: Resolution by Board of Directors approving the Company Splits
August 1, 2013 (scheduled): Scheduled date of the Company Splits (effective date)

The Company Splits meet the standards of simple absorption-type separations and therefore do not require the approval of a General Meeting of Shareholders.

(2) Allotment that Results from the Company Splits

The Company Splits will not involve an exchange of consideration.

(3) Change in Capital Resulting from the Company Splits

Fujitsu Limited's capital will not change in as a result of the Company Splits.

(4) The Rights and Obligations Associated with the Transfer and the Company Splits

Fujitsu Limited will assume a portion of the rights and obligations of Fujitsu Semiconductor's Microcontroller and Analog Business. These same rights and obligations, as well as the employment contracts held by the Microcontroller and Analog Business, will be transferred to the New Company.

(5) Ability to Fulfill Obligations

As referenced in 4 (3) below, compared to the scale of Fujitsu Limited and Fujitsu Semiconductor, the scale of the assets and liabilities transferred and assumed as a result of the Company Splits is relatively small, and the amount of assets exceeds the amount of liabilities. For these reasons there will be no impact on the ability of Fujitsu Limited, Fujitsu Semiconductor, or the New Company to fulfill their obligations.

3. Overview of the Company Splits

(1) Company Split 1 (As of March 31, 2013)

	Successor Company		Splitting Company
Company Name	Fujitsu Limited		Fujitsu Semiconductor Limited
Address of Headquarters	Kawasaki, Kanagawa, Japan		Yokohama, Kanagawa, Japan
Representative	Masami Yamamoto, President		Haruki Okada, President
Business Description	Manufacturing, sales and associated services in the fields of telecommunication systems and data processing systems		Design, development, manufacturing, and sale of LSI products, including microcontrollers, ASICs, ASSPs, and power supply ICs
Capital	324.6 billion yen		60.0 billion yen
Date Established	June 1935		March 2008
Number of Shares Issued	2,070,018,213 shares		6,024,000 shares
Fiscal Year End	March 31		March 31
Major Shareholders and Percentage of Shares Held	Shareholder	%	Fujitsu Limited, 100% shareholder
	Fuji Electric Co., Ltd.	11.04%
	State Street Bank and Trust Company	5.00%
	The Master Trust Bank of Japan, Ltd. (for trust)	3.93%
	Japan Trustee Services Bank, Ltd. (for trust)	3.78%
	Fujitsu Employee Shareholding Association	2.72%
Financial Condition and Financial Performance in Most Recent Fiscal Year	(Consolidated) (Millions of Yen, excl. per share data) Net Assets: 909,809 Total Assets: 3,049,054 Net Assets per share (Yen): 377.62 Net Sales: 4,381,728 Operating Income: 95,278 Net Income: -72,913 Net Income per share (Yen): -35.24		(Non-consolidated) (Millions of Yen, excl. per share data) Net Assets: 95,975 Total Assets: 199,001 Net Assets per share (Yen): 15,932.15 Net Sales: 202,637 Operating Income: -22,644 Net Income: -70,577 Net Income per share (Yen): -11,716.09 *Figures prior to acceptance at Annual Shareholders' Meeting

(2) Company Split 2 (As of March 31, 2013)

	Splitting Company	Successor Company
Company Name	Fujitsu Limited	Nihon AM Semiconductor Limited (the New Company)
Address of Headquarters	As above	Yokohama, Kanagawa, Japan
Representative		Makoto Goto, President
Business Description		Design, development, and sales of electronic devices
Capital		1 million yen
Date Established		May 2013
Number of Shares Issued		100 shares
Fiscal Year End		December 31
Major Shareholders and Percentage of Shares Held		Fujitsu Semiconductor, 100% shareholder

4. Overview of the Microcontroller and Analog Device Business

(1) Business Description

Design, development, and sales of microcontrollers and analog semiconductor products

(2) Financial Results of Division to be Transferred (Results from Fiscal 2012 ended March 31, 2013)

Net sales of approximately 55.0 billion yen

(3) Assets and Liabilities to be Transferred and Assumed (projected for August 1, 2013)

Company Split 1 (Million Yen)

Current Assets	-	Current Liabilities	-
Non-current Assets	490	Net Assets	490
Total	490	Total	490

Company Split 2 (Million Yen)

Current Assets	2,909	Current Liabilities	2,813
Non-current Assets	490	Net Assets	586
Total	3,399	Total	3,399

5. Status After the Company Splits

Fujitsu Semiconductor will transfer to Nihon Spansion Limited all shares in the New Company to which Fujitsu Limited has transferred the Microcontroller and Analog Business.

6. Business Impact

The impact of the Company Splits on Fujitsu Limited's financial results is minimal. Furthermore, the impact of the Microcontroller and Analog Business transfer to Spansion LLC and affiliates, including the transfer of shares in the New Company to Nihon Spansion Limited, has been factored into Fujitsu Limited's consolidated financial projections for fiscal 2013 that were released on April 30, 2013.