June 27, 2024
To whom it may concern,
Company:

FUJI CORPORATION

Representative:

Joji Isozumi, President & CEO(Securities Code: 6134, TSE Prime, NSE Premiere)

Contact:

Junichi Kano, CFO(Tel: +81 566-81-8246)

Notice regarding the Disposal of Treasury Shares for Transfer-Restricted Stock
Compensation
FUJI CORPORATION (hereinafter, the “Company”) hereby announces that a resolution detailed below waspassed at a Board of Directors meeting held today to conduct a disposal of treasury shares (hereinafter, the“Disposal of Treasury Shares” or the “Disposal”).
1. Overview of the Disposal(1) Disposal date
(2)

Class and number ofshares to be disposed ofJuly 26, 2024
Common shares of the Company: 12,866 shares(3) Disposal price

2,525.5 yen per share(4) Total disposal amount

32,493,083 yen

Recipients and the(5) numbers thereof; number of Four directors of the Company (excluding outside directors): 12,866 sharesshares to be disposed of(6) Other

The Company has filed a securities registration for the Disposal of Treasury
Shares in accordance with the Financial Instruments and Exchange Act.

2. Purpose of and reason for the Disposal
The Company resolved at a Board of Directors meeting held on May 11, 2021 to introduce a new remuneration
system, namely, a transfer-restricted stock compensation system (hereinafter, the “System”), for its directors(excluding outside directors) (hereinafter, the “Directors”) in order to provide incentives for the sustainableimprovement of our corporate value and to promote an enhanced level of value-sharing with our shareholders.
In addition, approval was obtained at the 75th Ordinary General Meeting of Shareholders held on June 29,
2021, to provide the Directors with monetary claims up to 90 million yen per annum as monetary compensation
for assets contributed to acquire transfer-restricted stock (hereinafter, the “Transfer-Restricted StockCompensation”) pursuant to the System, to issue or dispose of up to 50,000 common shares of the Company
per annum, and to set the transfer restriction period for the restricted stock to be from the allotment date of thecommon shares of the Company (hereinafter, the “Allotted Shares”) through the time immediately following theDirector’s resignation of or retirement from their position as per terms and conditions set forth by the board ofdirectors of the Company.
An outline of the System is provided below.

[Outline of the System]
The Directors will pay all of the monetary claims provided by the Company based on the System as in-kind
contribution assets, which shall be issued or disposed of as the common stock of the Company. The amount
paid per share shall be the closing price of the Company’s common stock on the Tokyo Stock Exchange on thebusiness day prior to the resolution of each meeting of the Board of Directors (or, if the transaction is notcompleted on the same day, shall be the closing price on the most recent trading day prior to that day). TheBoard of Directors will make its decision to the extent that the amount is not especially advantageous to theDirectors who will take up the common stock.
Moreover, issuing or disposing of the Company’s common stock under the System shall require the conclusionof a transfer-restricted share allotment agreement between the Company and the Directors, which includes
content to the effect that (1) for a certain period, the transfer of shares to a third party, the establishment ofcollateral rights and all other dispositions pertaining to the Allotted Shares shall be prohibited, and (2) in theevent of certain events occurring, the Company shall acquire the shares free of charge, etc.
At this point in time, in view of the purpose of the System, business performance of the Company, the scope ofresponsibility of the Directors, and other relevant circumstances, it has been decided that a total of 32,493,083
yen in monetary claims (hereinafter, the “Monetary Claims”) in 12,866 common shares shall be granted.
In the Disposal of Treasury Shares, the four Directors who are scheduled to receive allotments will pay all of theMonetary Claims granted in accordance with the System as in-kind contribution assets and shall be subject tothe disposal of the Allotted Shares. An outline of the transfer-restricted share allotment agreement (hereinafter,the “Allotment Agreement”) to be concluded between the Company and Directors for the Disposal of Treasury
Shares, is provided in section 3 below:
3. Outline of the Allotment Agreement(1) Transfer restriction period
Period from July 26, 2024 (allotment date) through immediately after the resignation of or retirement fromthe position as the Company’s director(2) Conditions for canceling restrictions
The Company shall cancel the transfer restrictions on all the Allotted Shares of a Director upon theexpiration of the transfer restriction period, provided that he or she has continuously served as a director of
the Company from the first day of his or her office as a director of the Company through the time
immediately prior to the first Ordinary General Meeting of Shareholders of the Company thereafter.
(3) Treatment in the event a Director leaves during the transfer restriction period due to legitimate reasons(i) When to cancel the transfer restrictions
In the case that a Director leaves his or her position as a director of the Company due to legitimate
reasons, the transfer restrictions shall be cancelled immediately after the resignation or retirement of theDirector(ii) Number of shares eligible for cancellation of the transfer restrictions
The final number of shares shall be calculated by dividing the number of months from the month which
includes the date upon which the Director commenced his or her duties through the month which includes
the date of resignation of the Director by 12 (if that number exceeds one, it will be rounded down to one),and multiplying it by the number of Allotted Shares held at the time of resignation as described in (i). (Anyfractional shares of less than one unit of stock resulting from the calculation shall be rounded down.)(4) Company acquisition free of charge
When the restriction period expires or is canceled in the case described in (3) above, the Company shall
automatically acquire the Allotted Shares whose transfer restrictions are not cancelled, withoutconsideration.

(5) Treatment in the event of organizational restructuring, etc.
If, during the transfer restriction period, a merger agreement in which the Company will be the absorbedcompany, a share exchange agreement or share transfer plan in which the Company will become a wholly
owned subsidiary, or other item related to organizational restructuring, etc. is approved at the Company’s
General Meeting of Shareholders (or at the Board of Directors meeting for items not requiring approval at
the General Meeting of Shareholders), the Company shall, by resolution of the Board of Directors, cancel
transfer restrictions on the business day preceding the effective date of the organizational restructuring,etc. for the number of Allotted Shares held at that time, calculated by dividing the number of months fromthe month following the month that includes the date upon which the Director commenced his or her duties
through the month that includes the approval date of the organizational restructuring, etc. by 12 (if that
number exceeds one, it will be rounded down to one), and multiplying it by the number of shares. (Anyfractional shares of less than one unit of stock resulting from the calculation shall be rounded down.)
Additionally, the Company shall, without consideration, automatically acquire all the Allotted Shares whosetransfer restrictions are not cancelled as of the time immediately after the transfer restrictions arecancelled.
(6) Management of the shares
The Allotted Shares are to be managed in a dedicated account opened by Nomura Securities Co., Ltd.
during the transfer restriction period so that the shares cannot be transferred, have security rights allied, orbe otherwise disposed of during the transfer restriction period. In order to ensure the effectiveness of thetransfer restrictions, etc. of the Allotted Shares, the Company has signed an agreement with Nomura
Securities Co., Ltd. related to the management of accounts for the Allotted Shares held by each Director.
In addition, the Directors shall agree to how these accounts will be managed.
4. Basis for calculating payment amount and the details thereof
The Disposal of Treasury Shares for the scheduled recipients of allotments shall be performed throughmonetary claims treated as in-kind contribution assets granted by the Company as the Transfer-Restricted
Stock Compensation for the 79th fiscal year in accordance with the System. To eliminate any arbitrary
decisions, the disposal price has been set at 2,525.5 yen, the closing price of the Company’s common shareson the Prime Market of the Tokyo Stock Exchange on June 26, 2024 (the business day preceding theresolution by the Board of Directors). The Company believes that this price, the market price as of the day
preceding the resolution date, is reasonable and not particularly advantageous.