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Fujitsu Limited
Fujitsu Systems Construction Ltd.

Regarding Signing of Exchange Offer Agreement

Tokyo, May 25, 2001--- Fujitsu Limited (Fujitsu) and Fujitsu Systems Construction Limited (FJSC) today announced that, in accordance with decisions taken by their respective boards of directors, they have signed an agreement for an exchange of shares whereby FJSC will become a wholly owned subsidiary of Fujitsu. Pending ratification of the exchange offer agreement at FJSC's Annual Shareholder's Meeting, scheduled to take place June 28, 2001, the exchange of shares is expected to take place on August 1, 2001. In accordance with Japanese commercial law Section 358 (simple share exchange), there are no plans to submit the agreement for approval at Fujitsu's Annual Shareholder's Meeting.

Objectives of Agreement

The advance of the Internet and the dawn of the broadband era will give rise to an increasingly broad and diverse range of network-based services, bringing major changes to business structures and people's lifestyles. Customers' needs will likewise become more and more varied. Higher-speed and larger-capacity networks, together with comprehensive service offerings, will be essential to meet these increasingly complex needs.

Fujitsu has already declared that comprehensive network solutions for Internet Data Center platforms and others, comprising everything from systems design and consulting to construction and operation, will be a pillar of its business moving forward. However, in order to more dynamically exploit remarkable advances in Information Technology to meet the sophisticated and diverse needs of global carriers, service providers and other leading-edge customers, Fujitsu has decided to consolidate and realign its distributed network-related systems engineering capabilities, including FJSC.

By strengthening mutual links with Fujitsu, FJSC, which is expected to play a leading role in the network solutions field, will be able to better leverage its core competencies in network and facility construction in Japan to help increase the competitiveness of the Fujitsu group as a whole. For this and other reasons, as part of the effort to integrate, restructure and strengthen these operations, both companies today agreed to make FJSC Fujitsu's wholly owned subsidiary.

In order to raise the value of the group as a whole and accelerate the implementation of its business strategy, Fujitsu intends to decide by early July the organizational structure that will allow it to maximize its overall strengths.

Calendar for Exchange of Shares
May 25, 2001Ratification of exchange offer agreement by boards of directors
Signing of exchange offer agreement
May 26, 2001Exchange offer notification (Fujitsu only; notice of intent for simple exchange offer)
June 28, 2001Ratification of exchange offer agreement at FJSC Annual Shareholder's Meeting
August 1, 2001Date of share transfer
Late Sep., 2001Issuance of stock certificate

Share Exchange Ratio

Fujitsu Limited (parent company)FJSC (subsidiary)
Share Exchange Ratio

Note: Share Allocation Ratio: An allocation of 0.741 shares of Fujitsu Limited stock (face value of 50 yen) will be issued for 1 share of FJSC stock (face value of 50 yen).

Note: This abridged English-language summary of a statement filed May 25, 2001 with the Tokyo Stock Exchange is provided for convenience only. Full text of original statement is available on Fujitsu's web site at

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About Fujitsu
Fujitsu is a leading provider of Internet-focused information technology solutions for the global marketplace. Its pace-setting technologies, best-in-class computing and telecommunications platforms, and worldwide corps of systems and services experts make it uniquely positioned to unleash the infinite possibilities of the Internet to help its customers succeed. Headquartered in Tokyo, Fujitsu Limited (TSE:6702) reported consolidated revenues of 5.48 trillion yen for the fiscal year ended March 31, 2001.

 Yuri Momomoto
 Fujitsu Limited, Public Relations
 Tel: +81-3-3215-5259 (Tokyo)
 Fax: +81-3-3216-9365
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