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  5. PRESS RELEASE January 28, 2005

Notice of Transfer of Subsidiary

January 28, 2005

January 28, 2005 — This is a notice of the decision by Fujitsu and Fujitsu Frontech in accordance with the "Restructuring and Strengthening of ATM, POS and Other Consumer Transaction Terminal Businesses" published on November 30, 2004 to transfer all shares in "Fujitsu Terminal Systems Limited (Head Office: Maebashi City, Gunma Prefecture; CEO: Shinichi Ikeda; hereinafter Fujitsu Terminal Systems) held by Fujitsu from Fujitsu to Fujitsu Frontech on February 1, 2005, as follows.

Notice

1. Reason for transfer of shares

In 2001, the development and production of ATM, POS, etc. by Fujitsu was integrated into Fujitsu Frontech to establish a uniform structure from development to production of products. The current transfer will further consolidate the software and services operations for consumer transaction terminals with Fujitsu Frontech. This is intended to improve market responsiveness through rapid provision of highly value-added products, streamline the Fujitsu Group, and improve the competitiveness of Fujitsu Frontech.

2. Overview of the subsidiary being transferred

(1) Trading Name: Fujitsu Terminal Systems Limited
(2) President and Representative Director: Shinichi Ikeda
(3) Address: 1-8-3 Tonyamachi, Maebashi-shi, Gunma Prefecture
(4) Established: July 26, 1982
(5) Principal Business Activities: Development and sales of hardware and software for information processing related equipment for the financial and retail sectors, and related consulting operations
(6) Fiscal Period: March
(7) Employees: 540(as of September, 2004)
(8) Principal Place of Business:
Address of Head Office: 1-8-3 Tonyamachi, Maebashi-shi, Gunma Prefecture
Omiya Center: 1-45 Shimo-Cho, Omiya-ku, Saitama, Saitama Prefecture
(9) Capital Value: 200 million yen
(10) Total Issued Shares: 400,000
(11) Breakdown of Major Shareholders and Proportions of Shares Held: Fujitsu Limited 100%
(12) Performance Trends:

[Unit: Million Yen]

  Period to March 2004 Period to March 2003
Net sales 10,494 8,789
Gross profit on sales 2,067 1,693
Operating income 977 572
Ordinary profits 681 386
Net income 559 195
Gross assets 5,665 5,182
Shareholders' equity 1,769 2,191

3. Shares Acquired From

(1) Trading Name: Fujitsu Limited
(2) President and Representative Director: Hiroaki Kurokawa
(3) Address of Head Office: 4-1-1 Kamikodanaka, Nakahara-ku Kawasaki-shi, Kanagawa Prefecture
(4) Principal Business Activities: Production and sales of network systems, information processing systems, and electronic devices, as well as the provision of related services
(5) Relation to Fujitsu Frontech: Parent company

4. Details of Acquired Shares and Acquired Value

(1) The number of acquired shares and shares held before and after the acquisition

  Before transfer Shares acquired After transfer
Number of shares held
(Fraction held)
0 (0%) 400,000 (100%) 400,000 (100%)
Number of voting rights 0 400,000 400,000

(2) Acquired Value 2,840 million yen

5. Future Schedule

January 28, 2005 Conclusion of share assignment contract
February 1, 2005 Share transfer settlement date

6. Estimation of Consolidated Performance of Fujitsu Frontech Limited

[Unit: Million Yen]

   Period to March 2005
Consolidated net sales 87,200
Consolidated operating income 4,800
Consolidated ordinary profit 3,800
Consolidated net income 1,800

Date: 28 January, 2005
Company: Fujitsu Limited, Fujitsu Frontech Limited