July 11, 2024

Name of Company Furukawa Electric Co., Ltd.
Name of Representative Hideya Moridaira, President(Code: 5801 Prime Market of the Tokyo
Stock Exchange)

Contact Hiroko Takita,
Corporate Vice President and General
Manager of Investor Relations Dept.

(TEL +81-3-6281-8540)

Notice concerning company split (simplified absorption-type split) associated withreorganization of optical fiber and cable products business within the GroupThe Company hereby announces that, at today’s Board of Directors meeting, the Company has resolved toestablish a wholly owned subsidiary (corporate name to be decided; hereinafter the “New Company”), andimplement a company split (absorption-type split) where the New Company will succeed the Company’s opticalfiber and cable products business and all outstanding shares of Shoden Seiwa Co., Ltd. (hereinafter “ShodenSeiwa”), a wholly owned subsidiary of the Company which operates the business related to optical fiber and cableproducts (hereinafter the “Split Business”) (hereinafter the “Company Split”). Details are as follows.
The Company will also establish another wholly owned subsidiary (corporate name to be decided; hereinafter the“Holding Company”), and make an in-kind contribution by transferring the shares (equity) in the New Company, andthe Company’s wholly owned subsidiaries OFS Fitel, LLC (hereinafter “OFS”) and Furukawa Electric LatAm S.A.
(hereinafter “FEL”) to the Holding Company. Thereby, these three companies will become wholly owned
subsidiaries of the Holding Company.
Since this Company Split is an absorption-type company split with the Company’s wholly owned subsidiary,some items and details are omitted from this disclosure.

1.

Purposes of the Company Split
Before this, the Group’s optical fiber and cable products business has consisted of three business units,
namely, the Company’s optical fiber and cable products business division (Japan), OFS (U.S.), and FEL (Brazil),and each unit has operated the business in the respective region by taking advantage of its unique nature ofbusiness and strengths.
While the telecommunications market continues to grow, challenges facing the society and customers areincreasingly becoming diverse due to the rapidly changing external environment, so it is necessary to further
strengthen the capability to address changes in the business environment.
The Company decided to reorganize its optical fiber and cable products business by substantively integratingthese three business units in order to make maximum use of each unit’s strengths on a global scale, ensure
efficient operation under uniform policies, and thus increase profit in the market.
-1-

The Holding Company is to be established in Japan by adopting the form of limited liability company, which allows
the flexibility in designing governance. Furthermore, in order to become even more customer-oriented, it will adopt
the operating structure of matrix organization through the combination of the headquarters’ functions and regionalmanagement, to enhance the synergy among the units and realize the global management with a sense of unity.
2.

Overview of the Company Split(1) Schedule of the Company Split
Date of approval by Board of Directors on

July 11, 2024

the Company Split
Date of concluding Company Split

August 30, 2024 (projected)

agreement
Date of Company Split (effective date)

April 1, 2025 (projected)(On the same date, the Company is to make in-kind contribution
by transferring its shares (equity) in the New Company, OFS andFEL to the Holding company)* Since the Company Split falls under a simplified company split for the Company as the splitting company
stipulated in Article 784, Paragraph 2 of the Companies Act, it will be implemented without obtaining approval at ageneral meeting of shareholders of the Company.
(2) Method of the Company Split
This is an absorption-type company split (simplified absorption-type company split from the perspective of theCompany) where the Company is the splitting company, and the New Company is the successor company.
(3) Allocation related to the Company Split
In the Company Split, no monies or other assets will be allocated.
(4) Treatment of share acquisition rights and bonds with share acquisition rights arising from the Company Split
Not applicable.
(5) Change in capital stock as a result of the Company Split
There will be no increase or decrease in the Company’s capital stock due to the Company Split.
(6) Rights and obligations succeeded by the successor company
The New Company will succeed the assets, liabilities and other rights and obligations related to the Split
Business as separately stipulated in the absorption-type company split agreement on the effective date of theCompany Split.
(7) Prospect of fulfillment of debt obligations
The Company has concluded that there will be no impediment to the fulfillment of debt obligations by the New
Company on or after the effective date of the Company Split.

3.

Overview of the companies involved in the Company Split (as of March 31, 2024)(i) Name

the splitting company

the successor company(Company)(New Company)

Furukawa Electric Co., Ltd.
-2-undecided

(ii) Address

2-6-4, Otemachi, Chiyoda-ku, Tokyo

2-6-4, Otemachi, Chiyoda-ku,
Tokyo(iii) Name and title ofHideya Moridaira, President

undecided

Business related to development,

Manufacturing and sales of opticalmanufacturing and sales of opticalfibers, optical fiber cables, andcables for telecommunications, metal

their accessories

representative(iv) Business outline

wires, power cables, wire harnesses
for automobiles, and others(v) Capital stock

69,395 million yen

undecided(vi) Establishment

June 25, 1896

undecided(vii) Total number of70,666,917 shares

undecided(viii) Fiscal year end

March 31

March 31(ix) Major shareholders andThe Master Trust Bank of Japan, Ltd.

Furukawa Electric Co., Ltd. 100%(Trust Account) 16.40%(*)

outstanding sharesshareholding ratio

Custody Bank of Japan, Ltd. (TrustAccount) 7.65%
BNYMSANV AS AGENT／
CLIENTS LUX UCITS NON TREATY 1
5.30%
Custody Bank of Japan, Ltd. (Mizuho
Trust & Banking; Employee
Retirement Benefit Trust, Mizuho
Bank Account)

3.42%

Custody Bank of Japan, Ltd. (TrustAccount 4) 3.21%
Asahi Mutual Life Insurance
Company 1.93%
FURUKAWA CO., LTD. 1.88%
The Nomura Trust and Banking Co.,Ltd (Trust Account) 1.73%
Custody Bank of Japan, Ltd. (Mizuho
Trust & Banking; Employee
Retirement Benefit Trust,FURUKAWA CO., LTD. Account)
1.55%
Custody Bank of Japan, Ltd. (Mizuho
Trust & Banking; Employee
Retirement Benefit Trust, Asahi
Mutual Life Insurance CompanyAccount) 1.49%(*) As of April 1, 2025, the Holding Company’s shareholding ratio will be 100%.

-3-

Business performance and financial position for the most recent fiscal year
Fiscal Year

Furukawa Electric Co., Ltd.

New Company

Fiscal year ended March 31, 2024－(consolidated)
Total net assets

358,038 million yen－

Total assets

985,007 million yen－

4,656.93 yen－

1,056,528 million yen－

Operating income

11,171 million yen－

Ordinary income

10,267 million yen－

Net income attributable to6,508 million yen－

92.40 yen－

Net assets per share
Net sales

owners of the parent company
Net income per share4.

Overview of the division to be split(1) Business of the division to be split
Business related to development, manufacturing, and sales of optical fiber and cable products(2) Business performance of the division to be split
Division results for the fiscal year ended March 31, 2024
Net sales

17,904 million yen(3) Asset and liability items to be split and book values (as of March 31, 2024)
AssetsItem

Liabilities
Book value

Item

Current assets

3,706 million yen

Current liabilities

Non-current assets

7,719 million yen

Non-current liabilities

Total assets

11,425 million yen

Total liabilities

Book value
3,706 million yen―
3,706 million yen* The above figures are as of March 31, 2024, and different from the actual amounts for the split.
5.

Status after the Company Split
There will be no change in the name, address, name and title of representative, business outline, capital stock, orfiscal year end of the Company as a result of the Company Split.

6.

Future outlook
The impact of the Company Split on the Company’s consolidated financial results will be minimal.

END-4-(Reference) Consolidated financial forecast for the current year (released on May 13, 2024) and consolidated
financial results for the last year
Net sales

Operating income

Ordinary income

Net income
attributable toowners of theparent company

Consolidated financial

1,080,000

25,00020,50013,000results forecast for themillion yen

million yen

million yen

million yen

current year(Fiscal year ending March31, 2025)
Consolidated financial

1,056,528

11,171

10,267

6,508

results for the last year

million yen

million yen

million yen

million yen(Fiscal year ended March31, 2024)-5-【Appendix】

本多さんの元の図

Current situation

Progress on the way

Furukawa
Electric(1) absorptiontype company
split

Optical fiber and cableproducts business

Furukawa
Electric(including shares ofShoden Seiwa)

After April 1, 2025
(2) Furukawa Electric is tomake in-kind contribution
by transferring its shares(equity) in the NewCompany, OFS and FEL tothe Holding company

Furukawa
Electric
100%
HoldingCompany(Japan)

100%
OFS
(US)

100%
FEL
(Brazil)

100%

Shoden
Seiwa

100%
NewCompany(Japan)

100%
OFS
(US)

100%
FEL
(Brazil)100%

Subsidiaries

Subsidiaries

Shoden
Seiwa

100%
New
Company(Japan)

100%

100%

OFS
(US)

FEL
(Brazil)

Subsidiaries

Subsidiaries

100%

Subsidiaries-6-

Subsidiaries

ShodenSeiwa