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[Translation]
May 23, 2025
To whom it may concern:
Company Name:
Fujitsu General Limited
Representative:
Koji Masuda,
President and CEO
(Securities Code:
6755, Prime Market of the Tokyo Stock Exchange)
Contact:
Toshio Kano, Executive Officer and Head of Corporate Communications Office
TEL +81-44-861-7627
Notice Regarding the Record Date for Convening an Extraordinary Shareholders’ Meeting
At the meeting of the Board of Directors held on May 23, 2025, the Company resolved to set a record date in preparation for convening an Extraordinary Shareholders’ Meeting (the “
Extraordinary Shareholders’ Meeting”) scheduled to be held in late July 2025. Details are as follows.
Particulars
1.
Record Date for the Extraordinary Shareholders’ Meeting
In preparation for the potential convening of the Extraordinary Shareholders’ Meeting, the Company has
set Monday, June 9, 2025, as the record date (the “
Record Date”) to determine the shareholders eligible to
exercise voting rights at the said meeting. Shareholders whose names are recorded in the final register of
shareholders as of the Record Date shall be entitled to exercise their voting rights at the Extraordinary Shareholders’ Meeting. A public notice regarding the Record Date will be made as outlined below.
(1)
Record Date: Monday, June 9, 2025
(2)
Date of Public Notice: Saturday, May 24, 2025
(3)
Method of Public Notice: Electronic public notice (to be posted on the Company’s website)
https://www.fujitsu-general.com/jp/(Japanese only)
2.
Schedule and Agenda Items for the Extraordinary Shareholders’ Meeting
As announced in the “Notice Concerning the Opinion in Support of the Commencement of the Tender Offer for Shares of the Company by Paloma・Rheem Holdings Co., Ltd., and Recommendation to Tender the Shares” disclosed on April 25, 2025, Paloma・Rheem Holdings Co., Ltd. (the “
Offeror”) indicated that if
2
the tender offer for the common shares of the Company (the “
Company Shares”) commenced on April 28,
2025 (the “
Tender Offer”) is successfully completed but the Offeror is unable to acquire all of the
Company Shares (excluding treasury shares held by the Company and the Company Shares held by Fujitsu
Limited (“
Fujitsu”)), the Offeror intends, promptly after the completion of the settlement of the Tender
Offer, to request the Company to implement the following procedures and carry out a series of procedures
to make the Offeror and Fujitsu the only shareholders of the Company.
Specifically, the Offeror will request the Company to hold the Extraordinary Shareholders’ Meeting on or
around late July, 2025, at which the following proposals will be submitted: (i) to conduct the share consolidation under Article 180 of the Companies Act (such share consolidation, the “
Share Consolidation”) and (ii) to make an amendment to the Company’s Articles of Incorporation to abolish the
share unit number provisions on the condition that the Share Consolidation becomes effective. The Offeror
and Fujitsu intend to approve each of the proposals above at the Extraordinary Shareholders’ Meeting.
The Company has decided to set a record date in advance in preparation for the possible convening of the Extraordinary Shareholders’ Meeting. However, please note that if (i) the Tender Offer is not successfully completed, or (ii) the Tender Offer is successfully completed and the Offeror has successfully acquired all
of the Company Shares (excluding treasury shares held by the Company and the Company Shares held by
Fujitsu), the Company does not plan to convene the Extraordinary Shareholders’ Meeting, nor utilize the
previously set record date.
If the Extraordinary Shareholders’ Meeting is convened and held, details regarding the date and time,
location, and agenda items will be announced separately as soon as they are determined.
End