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[Translation]

June 30, 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 Concerning Share Consolidation, Abolition of Provision on Share Units, and Partial
Amendments to the Articles of Incorporation

Fujitsu General Limited (the “Company”) hereby announces that, at the board of directors meeting held today, the Company has determined to submit to the Company’s Extraordinary General Meeting of Shareholders to be held on July 29, 2025 (the “Extraordinary General Meeting of Shareholders”), a proposal, described in more detail below, for a share consolidation, the abolition of the provision on share units and for partial amendments to the Articles of Incorporation.
In the course of the above procedures, the common shares of the Company (the “Company Shares”) will meet the delisting criteria stipulated in the Securities Listing Regulations of the Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”). As a result, the Company Shares are scheduled to be designated as securities to be delisted (seiri meigara) between July 29, 2025 and August 18, 2025, and, subsequently, delisted on August 19, 2025. Please note that, after delisting, the Company Shares will no longer be traded on the Prime Market of the Tokyo Stock Exchange.

I. Share Consolidation 1. Purpose of and reasons for the Share Consolidation
As announced by the Company in the press release dated April 25, 2025, titled “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” (the “Press Release on Company’s Opinion”), Paloma・Rheem Holdings Co., Ltd. (the “Offeror”) had conducted, with the tender offer period from April 28, 2025, to May 28, 2025 (the “Tender Offer Period”), a tender offer (the “Tender Offer”) as part of a series of transactions (the “Transactions”) aimed at making the Company its wholly-owned subsidiary, which are predicated on the delisting of the Company Shares by acquiring all of the Company Shares (excluding all of the treasury shares held by the Company and the Company Shares held by Fujitsu Limited (“Fujitsu”) (number of shares held: 46,121,000 shares; ownership percentage (Note 1): 44.02%; the “Non-Tendered Shares”)) listed on the Prime Market of the Tokyo Stock Exchange.

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As announced by the Company in the press release dated May 29, 2025, titled “Notice Concerning the Results of the Tender Offer for the Shares of Fujitsu General Limited by Paloma・Rheem Holdings Co., Ltd. and the Changes in Other Affiliated Companies and the Largest Shareholder Among the Major Shareholders” (the “Tender Offer Result Press Release”), as a result of the Tender Offer, the Offeror successfully held 48,784,101 Company Shares (ownership percentage: 46.56%) as of June 5, 2025, the commencement date of settlement of the Tender Offer.
Note 1: “Ownership percentage” means the ratio expressed as a percentage (rounded to two decimal places) of the
number of shares owned to the number of Company Shares (104,765,707 shares) as calculated by deducting the number of treasury shares (4,640,954 shares) held by the Company as of March 31, 2025 as stated in the Consolidated Financial Results for FY2024 (Ending March 2025) (based on Japanese GAAP) submitted by the Company on April 25, 2025, from the total number of issued shares of the Company as of March 31, 2025 (109,406,661 shares) as stated in the Company’s Financial Results; the same applies hereinafter.

As announced in the Press Release on Company’s Opinion, Fujitsu, which was the Company’s largest shareholder before the successful completion of the Tender Offer, established its Purpose in 2020, as: “to make the world more sustainable by building trust in society through innovation”. Since then, based on such Purpose, Fujitsu started looking ahead to future changes in society, envisioning its role as a technology company that operates globally and accelerating transformation across all fronts. As Fujitsu transformed itself from a traditional “ICT company” (Note 2) to a “Digital Transformation company” that uses digital technologies and data to drive innovation, the importance and affinity of the Company to Fujitsu in terms of the business strategy decreased, and in light of the fact that Fujitsu established a special department to consider the optimal group formation, the Company and Fujitsu started discussing the Company’s capital policy in February 2020. In addition, at Fujitsu’s financial results briefing for the second quarter of the fiscal year ending March 31, 2023, held in October 2022, the Company was positioned as one of Fujitsu’s non-core businesses in the “initiatives to achieve desired business portfolio,” and it was publicly announced that Fujitsu was specifically considering a carve-out or a capital and business alliance that would raise Fujitsu’s corporate value.
Under these circumstances, in order to maximize the interests of the Company’s minority shareholders and further enhance the Company’s corporate value through a change in the shareholder composition on terms reasonably acceptable to Fujitsu, the Company carefully considered various options, including the possibility of a capital and business alliance with a new partner, while confirming the intentions of Fujitsu, and Fujitsu and the Company decided that in order to maximize shareholder profit and further accelerate the future growth of the Company, it would be desirable to conduct a bidding process for several candidates who have shown a strong interest in the Company’s business. Based on this decision, a bidding process involving several business companies and private equity funds, including the Offeror, was initiated around December 2022, and after due diligence of the Company by the selected candidates, each candidate’s proposal regarding the Company’s capital policy was comprehensively reviewed. However, the bidding process ended without receiving legally binding proposals from any of the candidates, partly due to a spike in the market price of the Company Shares caused by certain media reports, and certain business issues that came to light, such as the announcement of the downward revision to the earnings forecast.
Subsequently, as stated in “(II) Background, purpose, and decision-making process leading to the decision by the Offeror to conduct the Tender Offer” in “(2) Grounds and reasons for the opinion on the Tender Offer” in “3. Details of, and grounds and reasons for, the opinion on the Tender Offer” of the Press Release on Company’s Opinion, in early September 2024, the Offeror had the opportunity to meet with Fujitsu, which led to the Company receiving a letter of intent from the Offeror on September 19, 2024 in which the Offeror proposed making the Company a wholly-owned subsidiary. The Company responded to the management interviews and due diligence in mid to late October of the same year, and on October 29, 2024, the Company received a legally binding final proposal addressed to Fujitsu and the Company. While it was necessary to respect Fujitsu’s intention to sell the Company Shares, the Company considered it necessary to fully consider the impact that the delisting of the Company Shares would have on the Company’s corporate value and shareholders. Therefore, the Company engaged Mizuho Securities Co., Ltd. (“Mizuho Securities”) and Nagashima Ohno & Tsunematsu, which were also involved in the above-mentioned bidding process, as its financial advisor and legal advisor, respectively, independent of the Offeror, Fujitsu and the Company for the Transactions in early October 2024, and began specifically considering the details of the

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Transactions, taking into account the possibility of implementing various capital policies for the Company Shares, including whether or not to take the measures to enhance the Company’s corporate value without taking the Company Shares private. In light of the fact that the Company did not receive any legally binding proposals from any of the candidates in the aforementioned bidding process, one of the reasons for which was a spike in the market price of the Company Shares in response to certain media reports, and the fact that Fujitsu indicated that the content of the proposal, including the terms of the letter of intent, was worth consideration in terms of the economic rationality, speed of the transaction and likelihood of the transaction being completed and it would not conduct a proactive market check, mainly due to concerns about the dissemination of information, the Company decided not to conduct another bidding process on the Transactions. However, the Company believed that sufficient market checks would be conducted for the Transactions considering that, as described above, Fujitsu and the Company conducted the bidding process since around December 2022, which was close to the time of the Transactions, and that, as stated by the Offeror in “(1) Details of the opinion on the Tender Offer” in “3. Details of, and grounds and reasons for the opinion on the Tender Offer” of the Press Release on Company’s Opinion, while the period of the Tender Offer would be set at 20 business days, given that it was expected that a certain amount of time will be required for the procedures and steps under competition laws in Japan, the European Union, India, Saudi Arabia, and the United States, etc., the relevant period would, in effect, be longer than the minimum number of days required under laws and regulations if the period from January 6, 2025, on which the Offeror announced the planned commencement of the Tender Offer to the time of commencement of the Tender Offer was taken into account, and therefore, appropriate opportunities would be ensured for the general shareholders of the Company, including minority shareholders, to decide whether or not to tender their shares in the Tender Offer and for persons other than the Offeror to make a proposal for purchase, etc. of the Company Shares.
In addition, in light of the fact that Fujitsu, which was the Company’s largest shareholder before the successful completion of the Tender Offer, was contemplating a sale of the Company Shares, which may have resulted in a transaction based on an agreement between the Company and Fujitsu, a major shareholder, or a transaction involving a squeeze-out, the Company established a special committee (the “Special Committee”) on September 25, 2024, consisting of four members: Mr. Yoshio Osawa (independent outside director), Mr. Fumiaki Terasaka (independent outside director), Ms. Mieko Kuwayama (independent outside director), and Mr. Keiichi Nakajima (independent outside director), for the purpose of providing an opinion to the Company’s board of directors in connection with the Company’s consideration and decision on the transaction being considered by Fujitsu, as described in “(3) Measures to ensure the fairness of the Transactions and avoid conflicts of interest” in “3. Grounds, etc. for the amount of money expected to be delivered to shareholders as a result of fractional processing relating to the Share Consolidation” below, and consulted with the Special Committee regarding the reasonableness of the purpose of the Transactions, the fairness and appropriateness of the terms and scheme of the Transactions and other matters (Mr. Keiichi Nakajima, a member of the Special Committee, passed away on December 11, 2024, and retired as a director on the same day. The Special Committee after that date consisted of three members: Mr. Yoshio Osawa, Mr. Fumiaki Terasaka, and Ms. Mieko Kuwayama. For the composition of the members and other specific matters for consultation, please refer to “(III) Establishment of an independent Special Committee by the Company and obtainment by the Company of a report from the Special Committee” in “(3) Measures to ensure the fairness of the Transactions and avoid conflicts of interest” in “3. Grounds, etc. for the amount of money expected to be delivered to shareholders as a result of fractional processing relating to the Share Consolidation” below). In addition, after taking each of the measures stated in “(3) Measures to ensure the fairness of the Transactions and avoid conflicts of interest” in “3. Grounds, etc. for the amount of money expected to be delivered to shareholders as a result of fractional processing relating to the Share Consolidation” below, the Company carefully discussed and considered the terms of the Transactions based on the contents of the share valuation report obtained from Mizuho Securities, the financial advisor, and the legal advice obtained from Nagashima Ohno & Tsunematsu, the legal advisor, while giving maximum consideration to the contents of the report submitted by the Special Committee on January 6, 2025 (the “Report Dated January 6, 2025”).
Specifically, the Company had granted the Special Committee (a) the authority to provide necessary advice on the consideration of the Transactions by the Executive Directors and other persons; (b) the authority to confirm in

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advance the policy with respect to discussions and negotiations with the Offeror regarding the Transactions, to receive reports on the status thereof in a timely manner, to express opinions regarding discussions and negotiations regarding the Transactions, to make recommendations and requests to the board of directors of the Company, and to discuss and negotiate directly with third parties, including the Offeror, to the extent permitted by laws and regulations, as necessary; (c) the authority to request reports and information from the Executive Directors and other persons from time to time on the progress, status of consideration, and other matters relating to the subject matters; and (d) to the extent necessary to fulfill its role, to appoint, at the Company’s expense, financial advisors, third-party valuation institutions, legal advisors, and others selected or approved for the Special Committee (the “Advisors, etc.”), and to evaluate the Advisors, etc. of the Company, and comment on or approve (including ex-post approval) the appointment of the Advisors, etc. of the Company. The Company then received a proposal from the Offeror on October 29, 2024, setting the tender offer price at 2,753 yen per share. With respect to such a proposal, the Company consulted with the Special Committee. At the 5th Special Committee meeting held on November 28, 2024, the Special Committee received the initial share valuation results of the Company Shares from Mizuho Securities, and confirmed that, although the price proposed by the Offeror was within the range of the share valuation results and it was difficult to argue that the price proposed by the Offeror was too low from the perspective of the evaluation of the Company’s corporate value, it was necessary to conduct price negotiations with the Offeror in order to maximize the interests of the minority shareholders of the Company. Thereafter, the Special Committee requested an increase in the tender offer price by a letter dated December 4, 2024, and received a response from the Offeror by a letter dated December 10, 2024, stating that the tender offer price would be increased to 2,776 yen per share. In response, the Special Committee requested a further increase in the tender offer price by a letter dated December 12, 2024, and received a response from the Offeror by a letter dated December 16, 2024, stating that the tender offer price would be increased to 2,785 yen per share. Although the Special Committee was successful in increasing the price to a certain extent through the two price increase requests described above, with the aim of further increasing the price to maximize the interests of the Company’s minority shareholders, the Special Committee requested a further increase in the tender offer price by a letter dated December 18, 2024. However, the Special Committee received a response from the Offeror stating that the price proposed by the Offeror on October 29, 2024, was the best offer with no room for upward revision and that, although it had considered increasing the price in light of the Special Committee’s series of requests, it could not propose a further price increase. At the 9th Special Committee meeting held on December 20, 2024, after reviewing the response from the Offeror, the Special Committee decided to continue price negotiations until just before the scheduled announcement date of the Transactions in order to maximize the interests of the minority shareholders and again requested an increase in the tender offer price by a letter dated December 20, 2024. However, the Offeror responded by a letter dated December 23, 2024, that the tender offer price of 2,785 yen per share proposed in the letter dated December 16, 2024, was based on the highest possible valuation of the Company’s corporate value, and that it could not propose a further price increase. Although the Offeror had refused to raise the price twice, the Special Committee decided that it should request the Offeror to raise the tender offer price again before making its final decision. Thereafter, on December 25, 2024, the Special Committee met with the Offeror and requested the Offeror to reconsider raising the tender offer price, including a possibility of raising the tender offer price for general shareholders by keeping the price of repurchasing shares from Fujitsu’s shares low. Then, on the same day, the Offeror informed the Special Committee that, as a result of negotiations with Fujitsu, an agreement could not be reached on increasing the tender offer price for general shareholders by keeping the price of repurchasing shares from Fujitsu low. However, the Special Committee received a final proposal from the Offeror, stating that the per-share value assessment of the Company Shares would be 2,450 yen, and the tender offer price would be 2,808 yen per share by maximizing the total purchase price. Given the above negotiation process, the Special Committee determined that the tender offer price of 2,808 yen per share was the final offer price from the Offeror, and that there was no room for further negotiation.
Note 2: This is a company that provides services using information and communication technology.
In addition, the tender offer price of 2,808 yen per share of the Company Shares in the Tender Offer (the “Tender Offer Price”) represented (i) a premium of 20.67% (rounded to two decimal places; hereinafter the same in the calculation of the premium rate) on 2,327 yen, the closing price of the Company Shares on the Prime Market of the

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Tokyo Stock Exchange as of December 30, 2024, which was the business day immediately preceding the announcement date of the planned commencement of the Tender Offer (January 6, 2025), (ii) a premium of 27.29% on 2,206 yen (rounded to the nearest whole number; hereinafter the same in the calculation of the simple average closing price), the simple average closing price for the preceding one-month period ending on that date, (iii) a premium of 35.33% on 2,075 yen, the simple average closing price for the preceding three-month period ending on that date, and (iv) a premium of 39.15% on 2,018 yen, the simple average closing price for the preceding six-month period ending on that date; and, as it was acknowledged that a reasonable premium had likewise been added to the Company’s historical average share prices, and comparable premium levels had been added compared to the levels of premium added on the price for the preceding three-month period and for the preceding six- month period in 106 similar cases of tender offers which were announced by November 29, 2024, in which the tender offeror (including parent companies and subsidiaries) held less than 15% of the target company’s shares before the tender offer (excluding management buyouts, hostile takeovers, and cases where the premium was discounted on the day before the announcement) (the “Similar Cases”), which cases were among the cases of tender offers to make listed companies wholly owned subsidiaries announced on or after June 28, 2019, the date of publication of the Fair M&A Guidelines by the Ministry of Economy, Trade and Industry, the Company believed that it was a fair and reasonable price that ensured the benefits that should be enjoyed by all general shareholders. Although the Company’s share price temporarily declined following the announcement of the downward revision to the consolidated earnings forecast for the fiscal year ending March 2025 on October 24, 2024, the extent of the decline was limited and the share price recovered to its pre-revision level within approximately two weeks. Therefore, the Company believed that the downward revision had only a minor impact on the Company’s share price.
Based on the above, the Company resolved at its board of directors meeting held on January 6, 2025, as its opinion as of that day, to express its opinion in support of the Tender Offer and recommend that the Company’s shareholders tender their shares in the Tender Offer if the Tender Offer commences.
According to the Offeror, the Offeror planned to promptly commence the Tender Offer when the conditions precedent set forth in the master transaction agreement dated January 6, 2025 entered into between the Offeror and Fujitsu (the “Master Transaction Agreement”) (such conditions precedent, the “Tender Offer Conditions Precedent”) were satisfied or waived by the Offeror, as announced in the “Announcement Regarding Planned Commencement of Tender Offer for the Shares of Fujitsu General Limited (Securities Code:6755) by Paloma・Rheem Holdings Co., Ltd.” (the “Offeror’s Press Release Dated January 6, 2025”). According to the Offeror, as of January 6, 2025, based on discussions with domestic and foreign law firms concerning the procedures and steps under competition laws in Japan, the European Union, India, Saudi Arabia, and the United States, etc., the Offeror aimed to commence the Tender Offer around early July 2025. According to the Offeror, the Offeror then confirmed that all of the Tender Offer Conditions Precedent had been satisfied by April 25, 2025, and therefore decided on the same day to commence the Tender Offer from April 28, 2025, as stated in the earlier part of the Press Release on Company’s Opinion.
On March 14, 2025, the Company was notified by the Offeror that, based on the status of the acquisition and implementation of all domestic and foreign permits and authorizations, etc. (Note 3) necessary to duly complete the Transactions (the “Acquisition of Clearance”), the Offeror expected to commence the Tender Offer in early or the middle of April 2025. On April 2, 2025, the Company was then notified by the Offeror that the Offeror intended to commence the Tender Offer on April 28, 2025, based on the assumption that the Tender Offer Conditions Precedent were satisfied (On April 7, 2025, the Company was notified by the Offeror that the Acquisition of Clearance had been completed.).
In response to this, on March 14, 2025, the Company requested the Special Committee to consider whether or not the opinion expressed by the Special Committee to the board of directors of the Company on January 6, 2025 had changed, and to report to the board of directors of the Company to that effect if the previous opinion had not changed, or to provide a revised opinion if it had changed, and the Special Committee submitted to the Company as of April 25, the Report Dated April 25, 2025 to the effect that it believed there was no need to change the contents of the report that it submitted to the board of directors of the Company on January 6, 2025 (with regard to the contents of the

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Report Dated April 25, 2025 (as defined in “(III) Establishment of an independent Special Committee by the Company and obtainment by the Company of a report from the Special Committee” in “(3) Measures to ensure the fairness of the Transactions and avoid conflicts of interest” in “3. Grounds, etc. for the amount of money expected to be delivered to shareholders as a result of fractional processing relating to the Share Consolidation” below, hereinafter the same) and the specific activities of the Special Committee regarding the report, please refer to “(III) Establishment of an independent Special Committee by the Company and obtainment of a report” in “(3) Measures to ensure the fairness of the Transactions and avoid conflicts of interest” in “3. Grounds, etc. for the amount of money expected to be delivered to shareholders as a result of fractional processing relating to the Share Consolidation” below); therefore, the Company again carefully discussed and considered the details of the terms and conditions of the Tender Offer based on the contents of the Report Dated April 25, 2025 and the Company’s performance and changes in the market environment since the board of directors meeting held on January 6, 2025.
As a result, as of April 25, 2025, the Company was of the view that the Tender Offer would be reasonable for the Company’s shareholders given that the Transactions, including the Tender Offer, would contribute to enhancing the corporate value of the Company, that the Tender Offer Price and other terms and conditions of the Tender Offer were fair and reasonable to ensure the benefits to be enjoyed by the Company’s minority shareholders, and that the Tender Offer would provide the Company’s minority shareholders with a reasonable opportunity to sell the Company Shares at a price with an appropriate premium, and the Company believed that there were no factors that would require a change in its judgment regarding the Tender Offer as of January 6, 2025 that the Tender Offer would provide the Company’s shareholders with a reasonable opportunity to sell their shares. Therefore, at the board of directors meeting held April 25, 2025, a resolution was again adopted to the effect that the board of directors will express an opinion in support of the Tender Offer and that it will recommend that the Company’s shareholders tender their shares in the Tender Offer. In addition, as of April 25, 2025, the Company reported to the Offeror that, as of April 25, 2025, there were no material facts about the business of the Company or facts concerning the implementation of a tender offer for the Company Shares that had not been disclosed.
Please refer to “(V) Approval of all disinterested directors of the Company and opinion of all disinterested auditors of the Company that they had no objection” in “(3) Measures to ensure the fairness of the Transactions and avoid conflicts of interest” in “3. Grounds, etc. for the amount of money expected to be delivered to shareholders as a result of fractional processing relating to the Share Consolidation” below for the details of the resolution at the abovementioned Company’s board of directors meeting.
In the process of reviewing the Transactions, the Company received a proposal from a third party other than the Offeror (a private equity fund) (the “Third Party Proposal”) for a transaction that would allow the Company to acquire the Company Shares held by Fujitsu by conducting a tender offer at a tender offer price lower than the market share price (a so-called discounted TOB) on the assumption that the listing of the Company Shares will be maintained. The Company gave sincere consideration to the Third Party Proposal. However, the Company decided to cease considering the Third Party Proposal taking into account that: (a) as the Third Party Proposal was not legally binding, the Company would need to accept due diligence request in order to receive a legally binding proposal from the third party, and it will take several months before the Company receives the legally binding proposal; (b) the synergies indicated in the Third Party Proposal were not concrete compared to the synergies expected to result from the Transactions and the basis for such synergies was not sufficient, and, therefore, the Third Party Proposal could not be evaluated better than the Offeror’s proposal from the perspective of enhancing the corporate value, and (c) since there was no way of selling the shares other than by participating in a tender offer for treasury shares at a price below the market price, the Third Party Proposal did not provide general shareholders of the Company, other than Fujitsu, with an opportunity to sell their shares at a reasonable price and, in addition, the level of profit expected to be provided to general shareholders while maintaining the Company’s listing, if the Third Party Proposal was accepted, could not be evaluated as being better than the Offeror’s proposal.
Note 3: According to the Offeror, “permits and authorizations, etc.” included, but were not limited to, permits and
authorizations, etc. (collectively meaning a notification under Article 10, Paragraph 2 of the Act on

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Prohibition of Private Monopolization and Maintenance of Fair Trade or other permit, authorization, license, approval, consent, registration, notification, or any other similar act or procedure by the national government, a local government, or any other judicial or administrative agency as required by relevant laws and regulations) under competition laws of Japan, the European Union, India, Saudi Arabia, and the United States. According to the Offeror, based on the investigations conducted after the execution of the Master Transaction Agreement, the Offeror understood that there were no domestic or foreign permits and authorizations, etc. necessary to duly complete the Transactions other than the permits and authorizations, etc. required under the competition laws of Japan, the European Union, India, Saudi Arabia, and the United States.
Subsequently, as stated above, while the Tender Offer has successfully been completed, the Company determined to (i) implement a share consolidation to consolidate 11,530,250 shares of the Company Shares into one share (the “Share Consolidation”) as stated in “(II) Ratio of the consolidation” in “(2) Details of the Share Consolidation” in “2. Summary of the Share Consolidation” below in order to make the Offeror and Fujitsu the only shareholders of the Company, and (ii) submit the Share Consolidation as an agenda to the Extraordinary General Meeting of Shareholders as stated in the Press Release on Company’s Opinion given that the Offeror could not acquire all of the Company Shares (excluding the Non-Tendered Shares and the treasury shares held by the Company) through the Tender Offer. Therefore, the Company hereby requests the shareholders to approve the Share Consolidation. As a result of the Share Consolidation, the number of shares held by the shareholders other than the Offeror and Fujitsu will be a fraction less than one share. For details of the Transactions, please refer to the Press Release on Company’s Opinion and the Tender Offer Result Press Release. 2. Summary of the Share Consolidation
(1) Schedule of the Share Consolidation

(i) Date of public notice of the record date for convening the
Extraordinary General Meeting of Shareholders
May 24, 2025 (Saturday)
(ii) Record date for convening the Extraordinary General Meeting of
Shareholders
June 9, 2025 (Monday)
(iii) Date of resolution at the board of directors meeting
June 30, 2025 (Monday)
(iv) Date of the Extraordinary General Meeting of Shareholders
July 29, 2025 (Tuesday) (tentative)
(v) Date of designation of the Company Shares as the
securities to be delisted
July 29, 2025 (Tuesday) (tentative)
(vi) Last trading date of the Company Shares
August 18, 2025 (Monday) (tentative)
(vii) Date of delisting of the Company Shares
August 19, 2025 (Tuesday) (tentative)
(viii) Effective date of the Share Consolidation
August 21, 2025 (Thursday) (tentative)
(2)
Details of the Share Consolidation
(I) Class of shares to be consolidated
Common shares
(II) Ratio of the consolidation
11,530,250 shares of the Company Shares are to be consolidated into one share.
(III) Reduction in the total number of issued shares
104,699,891 shares
(IV) Total number of issued shares prior to the effective date
104,699,900 shares
(V) Total number of issued shares after the effective date
9 shares
(VI) Total number of authorized shares on the effective date
36 shares

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(VII) The method of handling a fraction less than one shares in cases where such situation is expected to occur and
the amount of money expected to be delivered to shareholders as a result of fractional processing

As stated in “1. Purpose of and reasons for the Share Consolidation” above, due to the Share Consolidation, the number of the Company Shares held by the shareholders other than the Offeror and Fujitsu is scheduled to become a fraction less than one share. With respect to a fraction less than one share occurring as a result of the Share Consolidation, the Company Shares equivalent to the total number of such fractional shares less than one share (If such total number includes fractions of less than one share, such fractions shall be rounded down. The same shall apply hereinafter.) will be sold, and each shareholder of the Company who holds such fractional shares will receive the proceeds from such sale in proportion to such fractions of the said shares. With regard to the sale in question, the Company plans to sell to the Offeror the Company Shares equivalent to the total number of such fractional shares less than one share with the permission of the court, in accordance with the provisions of Article 234, Paragraph 2 of the Companies Act (Act No. 86 of 2005, as amended, hereinafter the same), as applied mutatis mutandis pursuant to Article 235, Paragraph 2 of the said Act, in light of the fact that the Share Consolidation is intended to make the Offeror and Fujitsu the only shareholders of the Company as part of the Transactions, and that a purchaser is unlikely to appear through an auction as the Company Shares are scheduled to be delisted on August 19, 2025, and such fractional shares will become shares without a market price. If the permission of the court mentioned above is obtained as scheduled, the sales amount in such case is scheduled to be set at a price that will result in the delivery of money equivalent to the amount obtained by multiplying 2,808 yen, which is the same amount as the Tender Offer Price, by the number of the Company Shares held by the shareholders recorded in the Company’s latest shareholder registry as of August 20, 2025, which is the date before the effective date of the Share Consolidation.
3. Grounds, etc. for the amount of money expected to be delivered to shareholders as a result of fractional processing
relating to the Share Consolidation
(1) Grounds and reasons for the amount of money expected to be delivered to shareholders as a result of fractional
processing

(I) Matters that were considered not to harm the interests of the Company’s shareholders other than the parent
company, etc. if there is such parent company, etc.

As the Share Consolidation shall take place as second step of the so-called two-step acquisition after the Tender Offer, considering that (i) the Offeror entered into the Master Transaction Agreement with Fujitsu, which was (a) a major shareholder, and (b) the largest shareholder before the successful completion of the Tender Offer, having the Company as an equity-method affiliate and held 46,121,000 shares of the Company Shares (ownership percentage: 44.02%), and (ii) the Company plans to acquire the Non-Tendered Shares held by Fujitsu as treasury shares, and given that the interests of Fujitsu and the minority shareholders of the Company may not necessarily be aligned, the Offeror and the Company have taken each measure stated in “(3) Measures to ensure the fairness of the Transactions and avoid conflicts of interest” below from the perspective of ensuring fairness in the Transactions, while avoiding arbitrariness in the decision-making regarding the Transactions, ensuring fairness, transparency, and objectivity in the Company’s decision-making, and avoiding conflicts of interest.

(II) Matters concerning the method of handling a fraction less than one shares in cases where such situation is
expected to occur, and

matters concerning the amount of money expected to be delivered to shareholders as
a result of fractional processing and the appropriateness of such amount

(i)
Whether the handling under the provision of Article 235, Paragraph 1 of the Companies Act or the handling under the provision of Article 234, Paragraph 2 of the said Act as applied mutatis mutandis pursuant to Article 235, Paragraph 2 of the said Act is planned, and the reasons therefor
As stated in “(VII) The method of handling a fraction less than one shares in cases where such situation is expected to occur and the amount of money expected to be delivered to shareholders as a result of fractional processing” in “(2) Details of the Share Consolidation” in “2. Summary of the Share Consolidation” above, with respect to a fraction less than one share occurring as a result of the Share Consolidation, the Company Shares equivalent to the total number of such fractional shares less than one share (If such total number

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includes fractions of less than one share, such fractions shall be rounded down. The same shall apply hereinafter.) will be sold, and each shareholder of the Company who holds such fractional shares will receive the proceeds from such sale in proportion to such fractions of the said shares. With regard to the sale in question, the Company plans to sell to the Offeror the Company Shares equivalent to the total number of such fractional shares less than one share with the permission of the court, in accordance with the provisions of Article 234, Paragraph 2 of the Companies Act, as applied mutatis mutandis pursuant to Article 235, Paragraph 2 of the said Act, in light of the fact that the Share Consolidation is intended to make the Offeror and Fujitsu the only shareholders of the Company as part of the Transactions, and that a purchaser is unlikely to appear through an auction as the Company Shares are scheduled to be delisted on August 19, 2025, and such fractional shares will become shares without a market price. If the permission of the court mentioned above is obtained as scheduled, the sales amount in such case is scheduled to be set at a price that will result in the delivery of money equivalent to the amount obtained by multiplying 2,808 yen, which is the same amount as the Tender Offer Price, by the number of the Company Shares held by the shareholders recorded in the Company’s latest shareholder registry as of August 20, 2025, which is the date before the effective date of the Share Consolidation.

(ii)
Name of person expected to purchase shares subject to sale
Paloma・Rheem Holdings Co, Ltd. (the Offeror)

(iii) Method by which the person expected to purchase shares subject to sale secures funds for the sale
proceeds, and the reasonableness of the method
According to the Offeror, the Offeror is scheduled to cover the funds required for the acquisition of the Company Shares equivalent to the total number of fractional shares resulting from the Share Consolidation through a loan from Sumitomo Mitsui Banking Corporation (“SMBC”).The Company has confirmed the method to secure funds of the Offeror by confirming the loan certificate dated April 25, 2025, issued by SMBC to the Offeror with respect to the loan, which was filed as an attachment to the Tender Offer Registration Statement for the Tender Offer. Further, according to the Offeror, there have been no events that would obstruct the payment of the sales proceeds for the Company Shares equivalent to the total number of fractional shares of less than one share resulting from the Share Consolidation, nor the Offeror is not aware of any possibility that such events may occur in the future. Based on the above, the Company has determined that the method of securing funds to pay for the sale of the Company Shares equivalent to the total number of fractional shares of less than one share by the Offeror is appropriate. (iv)
Expected timing of sale and payment of sales proceeds to shareholders
The Company plans to file a petition to the court for permission for the Company to sell to the Offeror, and for the Offeror to purchase from the Company, the Company Shares equivalent to the total number of fractional shares less than one share resulting from the Share Consolidation, in accordance with the provisions of Article 234, Paragraph 2 of the Companies Act as applied mutatis mutandis pursuant to Article 235, Paragraph 2 of the said Act, by around early September 2025. While the timing of obtaining such permission may change depending upon such matters as the circumstances of the court, the Company plans (i) to obtain the permission of the court and, in around late September 2025, sell such Company Shares to the Offeror by way of the Offeror’s purchase thereof, and thereafter, (ii) upon making preparations required to deliver the proceeds obtained by such sale to the shareholders, to sequentially deliver such sales proceeds to the shareholders in around middle of November 2025. Taking into consideration the time period required for the series of procedures from the effective date of the Share Consolidation to the sale, as stated above, the Company has determined that the sale of the Company Shares equivalent to the total number of fractional shares less than one share resulting from the Share Consolidation, and delivery of the sales proceeds to the shareholders, are expected to be made at the respective timings.

(v)
Matters concerning the amount of money expected to be delivered to shareholders as a result of fractional processing and the appropriateness of such amount

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In the Share Consolidation, it is planned to deliver to all shareholders the amount equivalent to the amount obtained by multiplying the number of Company Shares to be held by all shareholders by the amount which is the same as that of the Tender Offer Price, which is 2,808 yen. With respect to the Tender Offer Price, the Company has determined that the Tender Offer provides all shareholders of the Company with reasonable opportunities to sell shares, based on the following considerations: (i) The Tender Offer Price was agreed upon after multiple adequate negotiations with the Offeror with the substantial involvement of the Special Committee after taking sufficient measures to ensure the fairness of the terms of the Transactions including the Tender Offer Price stated in “(3) Measures to ensure the fairness of the Transactions and avoid conflicts of interest” below; (ii) As stated in “(I) Obtainment by the Company of a share price valuation report from an independent financial advisor and third-party appraiser” in “(3) Measures to ensure the fairness of the Transactions and avoid conflicts of interest” below, in the results of the value of the Company’s shares calculated by Mizuho Securities in the share valuation report (the “Company Share Price Valuation Report”) obtained by the Company from Mizuho Securities on December 30, 2024, the Tender Offer Price was above the range of the results of the market price method, and was within the range of the results of the comparable companies method and the DCF method; (iii) Although the period, etc. for the Tender Offer was set at 20 business days in the Transactions, given that the period from the date on which the Offeror announced the planned commencement of the Tender Offer to the time of the actual commencement of the Tender Offer was long, appropriate opportunities were ensured for minority shareholders of the Company to decide whether or not to tender their shares in the Tender Offer and for persons other than the Offeror to make a proposal for purchase, etc. of the Company Shares; (iv) Although the minimum number of shares to be purchased in the Tender Offer was less than the number of shares to be purchased by the “majority of minority,” as it was understood that other measures to ensure fairness had been sufficiently implemented in the Transactions, the fact that the Offeror did not set the minimum number of shares to be purchased to the “majority of minority” would not harm the fairness of the Tender Offer; (v) In the Transactions, as the cash consideration to be delivered upon the Share Consolidation to the shareholders is to be equal to the amount obtained by multiplying the Tender Offer Price and the number of the Company Shares held by each such shareholder, and an announcement to that effect was made at the commencement of the Tender Offer, consideration to avoid coercion had been given by ensuring that the Company’s shareholders, including minority shareholders, have the opportunity to make an appropriate decision as to whether to tender their shares in the Tender Offer; and (vi) as stated in “(III) Establishment of an independent Special Committee by the Company and obtainment of a report from the Special Committee” in “(3) Measures to ensure the fairness of the Transactions and avoid conflicts of interest” below, a determination was also made in the Report Dated January 6, 2025, obtained from the Special Committee that the fairness and appropriateness of the terms of the Transactions are ensured. In addition, the Company had confirmed that there had been no significant changes to the various conditions that form the basis for the determination of the Tender Offer Price from the time when the Company expressed an opinion in support of the Tender Offer and recommended that the Company’s shareholders tender their shares in the Tender Offer on April 25, 2025, to the time when the convocation of the Extraordinary General Meeting of Shareholders was decided at the meeting of the board of directors of the Company on June 30, 2025. Based on the above, the Company has determined that the amount of money expected to be delivered to the shareholders as a result of fractional processing is appropriate.
(III)
Disposal of important property, incurrence of major obligations, or any other event that has material impact
on the status of company property that have occurred in relation to the Company after the end of the last fiscal year

(i)
The Tender Offer
As stated in “1. Purpose of and reasons for the Share Consolidation” above, the Offeror successfully held 48,784,101 shares of the Company Shares (ownership percentage: 46.56%) as of June 5, 2025, which was the commencement date of settlement of the Tender Offer, as a result of the Tender Offer with the tender offer period from April 28, 2025 to May 28, 2025.

(ii)
Cancellation of treasury shares