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[Translation]
To whom it may concern:
June 27, 2025
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
Matters Concerning Controlling Shareholder, Etc.
1. Trade name, etc. of parent company, controlling shareholder (excluding parent company), or other affiliated
company
(As of March 31, 2025)
Name
Attribute
Ratio of voting rights held (%)
Financial instruments exchange, etc. on
which the issued shares, etc. are listed
Voting rights
directly held
Voting rights
subject to
aggregation
Total
Fujitsu Limited
Other affiliated
company
44.04
—
44.04
Prime Market of the Tokyo Stock
Exchange, Premier Market of the
Nagoya Stock Exchange
(As of June 9, 2025)
Name
Attribute
Ratio of voting rights held (%)
Financial instruments exchange, etc. on
which the issued shares, etc. are listed
Voting rights
directly held
Voting rights
subject to
aggregation
Total
Paloma・Rheem
Holdings Co., Ltd.
Other affiliated
company
46.59
—
46.59
—
Fujitsu Limited
Other affiliated
company
44.04
—
44.04
Prime Market of the Tokyo Stock
Exchange, Premier Market of the
Nagoya Stock Exchange
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2. Names of companies among parent companies, etc. that are deemed to have the greatest impact on listed
companies, and the reasons for such determination
Name
Reasons
Paloma・Rheem Holdings Co., Ltd.
Paloma・Rheem Holdings Co., Ltd., is the largest shareholder,
and it is scheduled to make Fujitsu General Limited its wholly
owned subsidiary after completing a series of procedures.
3. Positioning of Fujitsu General Limited (“
the Company”) in the corporate group centering on the parent
company etc., and the relationships between the Company and the parent company, etc.
(1) Paloma・Rheem Holdings Co., Ltd.
As announced in the notice 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,” Paloma Reem Holdings Co., Ltd. (“
PRH”) has become a new other affiliated company and the largest shareholder of the Company as of June 5, 2025. PRH intends to acquire all of our shares in accordance with the relevant procedures. Following the completion of these procedures, the Company will become a wholly owned subsidiary of PRH, and its shares will be delisted.
Additionally, there are transactions between the Company and its U.S. subsidiary, Rheem Manufacturing Company, Inc. (“
Rheem”), which engages in it related to mutual product supply and joint development of air conditioning equipment. However, these transactions are immaterial, with most of our business conducted with companies outside the Rheem. The terms of our dealings with Rheem are determined in a manner consistent with our general business practices.
Furthermore, there are no other material personnel relationships with PRH at this time. Since we independently decide and execute our business strategies, any collaboration with PRH is limited to activities that ensure the independence of the company.
Also, PRH is considering dispatching officers to the Company, but this has not been decided yet.
(2) Fujitsu Limited
The Company is an associated company of Fujitsu Limited, which is the major shareholder of the Company. Although we engage in transactions such as the procurement and sale of information and communication equipment with Fujitsu Limited and its group companies, our dependence on these transactions is minimal, with most of our business conducted with companies outside the Fujitsu Group. The terms of our dealings with Fujitsu Limited and its group companies are determined in a manner consistent with our general business practices.
In addition, there is personnel exchange between our companies, including the dispatch, secondment, and transfer of executives and senior employees. As of March 31, 2025, one of our eight Directors and one of our three Audit & Supervisory Board Members were dispatched from Fujitsu Limited, and a total of 56 employees had been seconded or transferred.
We independently decide and execute our business strategies, and any collaboration with the Fujitsu Group in areas such as capital, sales, development, human resources, and finance is limited to activities
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that ensure the independence of the company, considering the scale of our business operations.
As mentioned above, PRH plans to acquire all of our shares in accordance with a series of procedures, and we will no longer be an affiliate of Fujitsu Limited.
In addition, PRH entered into the Master Transaction Agreement with Fujitsu Limited as of January 6, 2025. Under this agreement, it has been agreed that Mr. Ryuichi Kubota and Mr. Youichi Hirose, who have been assigned to the Company by Fujitsu Limited as officers, will resign as of the date on which the Company acquires the Company shares held by Fujitsu Limited.
4. Matters concerning transactions with the controlling shareholder, etc.
Please refer to the note on
“
Transactions with Related Parties” included in the Securities Report issued on June
23, 2025.
End
