[Translation: For reference only]

NOTICE OF CONVOCATION OF
THE 128TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

FUJIFILM Holdings Corporation
26-30, Nishiazabu 2-chome, Minato-ku, Tokyo, Japan

Disclaimer: Please note that there is no guarantee that the following is an accurate translation from theoriginal Notice of Convocation of the 128th Ordinary General Meeting of Shareholders of FUJIFILM
Holdings Corporation. This translation is prepared solely for the convenience of shareholders outside Japan
with voting rights, and it is for reference only. In case of any discrepancy between this translation and theJapanese original, the Japanese original shall prevail. Please also be advised that certain expressions fordomestic voting procedures that are not applicable to the aforesaid shareholders are omitted or modified to
avoid confusion.

[Translation: For reference only]
Fujifilm Group’s Purpose

Giving our world more smiles
We bring diverse ideas, unique capabilities,
and extraordinary people together to change the world.

The Fujifilm Group’s Purpose statement reflects our role in the world.
For the last 90 years, the Fujifilm Group has brought smiles to the faces of people around the world, and wewill continue to connect with them through our wide range of innovative products and services. With our
new Group Purpose as our guide and aspiration, we will increase the number of smiles in the world.

https://holdings.fujifilm.com/en/about/commitment

[Translation: For reference only]
Dear Shareholders,
On behalf of the Fujifilm Group, I would like to thank our shareholders for their continued support.
I also would like to express my deepest sympathies to the victims of the 2024 Noto Peninsula Earthquake
and Eastern Taiwan Earthquake, and I sincerely hope for the earliest possible recovery of the affected areas.
I hereby announce that we will be holding our 128th Ordinary General Meeting of Shareholders on June27, 2024.
On January 20, 2024, we celebrated Fujifilm’s 90th anniversary and used that occasion to announce ourGroup Purpose, “Giving our world more smiles.” Since our founding, we have brought smiles to people’s
faces by providing products and services based on our advanced and proprietary technologies. As ourbusiness domains expand, we have identified “smiles” as the future vision we hope to create through the
Fujifilm Group’s diverse range of businesses. All our employees around the world, who are engaged indiverse fields, will connect their business activities and priorities with our Group Purpose. With ouraspirations, we will continue embracing the challenge of changing the world one step at a time.
In April 2024, we announced our new Medium-Term Management Plan, VISION2030. Under the plan,we will work to enhance the Fujifilm Group’s corporate value through management that emphasizes
profitability and capital efficiency. At the same time, we will continue creating new value to solve social
issues as a group of businesses with top-class global competitiveness, together with our various stakeholders.
I would again like to thank you, our shareholders, for your ongoing support.

Teiichi Goto
President and CEO, Representative Director
FUJIFILM Holdings Corporation

[Translation: For reference only]
FUJIFILM Holdings Corporation
Stock Exchange Code: 4901
26-30, Nishiazabu 2-chome,
Minato-ku, Tokyo, Japan
June 6, 2024
(Start of electronic provision: May 30, 2024)
To Our Shareholders:
NOTICE OF CONVOCATION OF
THE 128TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We are pleased to announce the 128th Ordinary General Meeting of Shareholders (the “Meeting”) of
FUJIFILM Holdings Corporation (the “Company”). The Meeting will be held as described in the“PARTICULARS.”In the event that you do not plan to attend on the day, you can exercise your voting rights in advance bypost (in writing) or via the Internet. Please review the “REFERENCE DOCUMENTS CONCERNING THE
GENERAL MEETING OF SHAREHOLDERS” as attached and exercise your voting rights prior to 5:40
p.m. on Wednesday, June 26, 2024 (JST). Also, the Meeting will be streamed live via the Internet.
Yours very truly,
Teiichi Goto
President, Representative Director &Chief Executive Officer1[Translation: For reference only]
PARTICULARS
1. Date and Time:
2. Venue:

Thursday, June 27, 2024 at 10:00 a.m. (JST)(Reception desk opens at 9:00 a.m.)Hall A, Tokyo Midtown Hall
Tokyo Midtown East B1, 7-2, Akasaka 9-chome, Minato-ku,
Tokyo, Japan

3. Agenda:
Matters for Reporting:
1. Report on the Business Report, the Consolidated Financial Statements and the Results on the
Audits of the Consolidated Financial Statements by the Independent Auditor and the Audit &Supervisory Board for the 128th Business Term (from April 1, 2023 to March 31, 2024).
2. Report on the Non-Consolidated Financial Statements for the 128th Business Term (from
April 1, 2023 to March 31, 2024).
Matters for Resolution:
First Proposition:

Appropriation of Surplus for the 128th Business Term

Second Proposition:

Election of Eleven (11) Directors

Third Proposition:

Election of Two (2) Audit & Supervisory Board Members

Fourth Proposition:

Revision of Remuneration, etc. for Directors

Fifth Proposition:

Revision of Remuneration, etc. for Audit & Supervisory
Board Members

Sixth Proposition:

Determination on the Amount and Details of NonPerformance-Linked Share-Based Remuneration, etc. for
Directors

Seventh Proposition:

Determination on the Amount and Details of Medium-Term
Performance-Linked Share-Based Remuneration, etc. for
Directors (Excluding Outside Directors)

4. Matters concerning Measures for Electronic Provision(1) In convening the Meeting, the Company takes measures for providing information that constitutes thecontent of reference documents concerning the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts
this information on the website. Please access the Company’s website by using the internet address
shown below to review the information.
https://ir.fujifilm.com/ja/investors/stock-and-shareholder/shareholders-meeting.html (in Japanese)
In addition to posting matters subject to measures for electronic provision on the website above, theCompany also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). In case
you want to review the information on the TSE website, access the TSE website (Listed Company
Search) by using the internet address shown below, enter the issue name (FUJIFILM Holdings
Corporation) or securities code (4901), and click “Search,” and then click “Basic information” andselect “Documents for public inspection/PR information.”
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(2) Among the matters subject to measures for electronic provision, the following items are not stated in
the paper-based documents delivered to shareholders who have requested the delivery of paper-based
documents, in accordance with the provisions of laws and regulations and the Articles of Incorporationof the Company. Accordingly, the matters described in the aforementioned paper-based documents arepart of the documents that were audited by the Audit & Supervisory Board Members and Independent
Auditor for preparing their respective audit reports.

2

[Translation: For reference only]
1)“Matters concerning Share Acquisition Rights, etc. of the Company,” “System to Ensure theProperness of Operations and Overview of Operational Status of the System” and “Basic Policy
on Persons Who Control Decisions on Financial and Business Policies of the Company (Basic
Policy on the Control of the Company)” in the Business Report
2) “Consolidated Statements of Changes in Equity” and “Notes to Consolidated Financial
Statements” of the Consolidated Financial Statements3) “Non-consolidated Statements of Changes in Equity” and “Notes to Non-consolidated Financial
Statements” of the Non-consolidated Financial Statements
5. Matters concerning Exercise of Voting Rights(1) If you exercise your voting rights both via the Internet and by mailing the Voting Right Exercise Form,the vote that reaches us last will be recorded as the effective vote. However, if you exercise your voting
rights via the Internet and we receive your Voting Right Exercise Form on the same day, the vote cast
via the Internet will be recorded as the effective vote.
(2) If you exercise your voting rights via the Internet multiple times, the vote exercised last will be recorded
as the effective vote.
(3) If there is no indication of approval or disapproval on each proposition in the returned Voting Right
Exercise Form, it shall be deemed as an indication of approval of the proposition.
(4) The exercise of voting rights by proxy can only be performed by delegation to one other shareholder
who holds voting rights in the Company. Please be aware that a document proving the proxy’s authority
must be submitted.
* If any revisions to the matters subject to measures for electronic provision have been made, notificationthat a revision has been made, and the content of the revision, showing before and after the changes, will
be posted on both the aforementioned websites.

3

[Translation: For reference only]
REFERENCE DOCUMENTS CONCERNING
THE GENERAL MEETING OF SHAREHOLDERSFirst Proposition:

Appropriation of Surplus for the 128th Business Term

The Company’s dividends are to be determined by reflecting consolidated performance and consideringsuch factors as the level of cash required for M&A, capital and R&D investments needed to support futurebusiness expansion as well as other measures aimed at increasing the Company’s corporate value in the future.
The Company will flexibly buy back shares in consideration of the situation of cash flows and the stock price.
With regard to shareholder return policy, the Company has set a benchmark of 30% for a dividend payout
ratio, putting more emphasis on cash dividends.
Also, the Company celebrated its 90th anniversary on January 20, 2024. Accordingly, to express our
gratitude for the support from our shareholders up until now, we have decided to distribute a commemorative
dividend in addition to the ordinary dividend, and the appropriation of surplus for the 128th business term is
proposed as follows.
Matters related to the year-end dividend
1) Type of dividend assets:
Cash2) Matters related to the allocation of dividend assets and total amount of such allocation:
80 yen per share of common stock of the Company (including 10 yen of commemorative dividend)
The total amount of dividend: 32,108,477,120 yen
Since an interim dividend in the amount of 70 yen per share was paid in December 2023, the annual
dividend amounts to 150 yen per share.
3) Date on which the dividends from surplus will take effect:
June 28, 2024
Note: The Company implemented a 3-for-1 stock split of its common stock on April 1, 2024. The yearend dividend for the 128th business term will be based on the number of shares before the stock
split, with the record date being March 31, 2024.
Reference: Changes in dividends per share (Yen)Interim dividend

Year-end dividend

Commemorative dividend

130.00

60.00
35.00

65.00
32.50

70.00
35.00

75.00
37.50

80.00

95.00

100.00150.0010.00

110.00
70.00
70.00
55.00

47.50

52.50

47.50

55.00

60.00

125th

126th

127th

40.00

25.00

32.50

35.00

37.50

40.00

47.50

119th

120th

121st

122nd

123rd

124th

70.00

128th
(planned)* The year-end dividend for the 128th business term includes 10 yen of commemorative dividend.

4

[Translation: For reference only]
Second Proposition:

Election of Eleven (11) Directors

The terms of office of all 10 directors will expire at the close of the Meeting. Accordingly, the Company
proposes to elect 11 directors.
The candidates are as follows:
Name

Current Position and Responsibility
in the Company

1.

Kenji Sukeno

Chairman, Director & Board Chairman

To bereelected

Male

2.

Teiichi Goto

President, Representative Director &Chief Executive Officer

To bereelected

Male

3.

Masayuki Higuchi

Director, Corporate Vice President &Chief Financial Officer

To bereelected

Male

4.

Naoki Hama

Director

To bereelected

Male

5.

Chisato Yoshizawa

Director, Corporate Vice President

To bereelected

Female6.

Yoji Ito

Director

To bereelected

Male

7.

Kunitaro Kitamura

Outside Director

To bereelected

Male

8.

Makiko Eda

Outside Director

To bereelected

Female9.

Tsuyoshi Nagano

Outside Director

To bereelected

Male

10.

Ikuro Sugawara

Outside Director

To bereelected

Male

11.

Takako Suzuki–

To be newly
electedFemaleNo.

5Attribute of Candidate

OutsideIndependent
OutsideIndependent
OutsideIndependent
OutsideIndependent
OutsideIndependent

[Translation: For reference only]No.

Name, Date ofBirth, Attributeof Candidate andAttendance atBoard ofDirectors
Meetings

Kenji Sukeno(Oct. 21, 1954)
To be reelected
Male
Attendance atBoard ofDirectors
Meetings
13/13 (100%)1

Brief Career Summary, Position and Responsibility in the
Company and Significant Concurrent Positions

Apr. 1977 Joined the Company
Jun. 2012 Corporate Vice President of the Company
Director of FUJIFILM Corporation
Jun. 2013 Director of the Company
Jun. 2016 President, Representative Director & Chief
Operating Officer of the Company
President, Representative Director & Chief
Operating Officer of FUJIFILM Corporation
Jun. 2021 Chairman, Representative Director & Board
Chairman of the Company
Chairman & Director of FUJIFILM Corporation(to present)
Jun. 2023 Chairman, Director & Board Chairman of theCompany (to present)

Number of
Shares of theCompany
Owned

55,400(commonstock)

Significant Concurrent Positions
Chairman & Director of FUJIFILM Corporation
Director of FUJIFILM Business Innovation Corp.

<Reasons for nomination as a candidate for Director>
Mr. Kenji Sukeno has a wide range of knowledge in finance and accounting developed over many
years through his work in accounting and corporate planning of the Fujifilm Group in Japan andoverseas, and as the Chief Financial Officer at the Americas regional headquarters. Also, as General
Manager of Corporate Planning Division, he played a central role in the formulation of the Fujifilm
Group’s management strategy, exercised strong leadership, and stably executed policies including
capital policy and policy of shareholder return. After his appointment as President, Representative
Director & Chief Operating Officer in 2016, he has promoted the enhancement of corporate value by
strengthening the healthcare and electronics fields, actively promoting M&A, accelerating the
Fujifilm Group’s globalization, focusing utmost efforts on efficient management, maximum
utilization of human resources, and strengthening group governance. Since being appointed
Chairman & Representative Director in June 2021, as Board Chairman he has led efforts to strengthenfunctions of the Board of Directors, has been further stimulating discussions within the Board of
Directors and has promoted measures for improving corporate governance. Furthermore, since June
2023, as the Chairman & Director, he has been promoting further enhancement of governance froma position independent from execution. Given his ample experience and wide range of knowledge,
the Company deems that he will contribute to the further sustainable growth of the Fujifilm Group.
Therefore, the Company requests his reelection as director.
<Applicable items in the Skills matrix>
Global management, knowledge and expertise in core business / related industries, finance andaccounting / capital policy, legal affairs / risk management / governance, human resource strategies
and corporate culture

6[Translation: For reference only]No.

Name, Date ofBirth, Attributeof Candidate andAttendance atBoard ofDirectors
Meetings

Brief Career Summary, Position and Responsibility in the
Company and Significant Concurrent Positions

Apr. 1983
Nov. 2016
Jun. 2018
Jun. 2021

Teiichi Goto
(Jan. 23, 1959)
To be reelected
Male

Number of
Shares of theCompany
Owned

Joined the Company
Director of FUJIFILM Corporation
Director of the Company
President, Representative Director & Chief
Executive Officer of the Company (to present)
President, Representative Director & Chief
Executive Officer of FUJIFILM Corporation (topresent)

Significant Concurrent Positions
President, Representative Director & Chief Executive
Officer of FUJIFILM Corporation
Director of FUJIFILM Business Innovation Corp.

49,300(commonstock)

Attendance atBoard ofDirectors
Meetings
13/13 (100%)2<Reasons for nomination as a candidate for Director>
Mr. Teiichi Goto was involved for many years in the sales and marketing operations of the Fujifilm
Group’s products and services in Japan and overseas, including his assignment in Vietnam andSingapore. Afterwards, he served as President of the medical equipment sales subsidiary in China,
and he has ample experience in global sales promotion and management strategy. In addition, he has
driven growth in the medical systems business as a core operation of the Fujifilm Group, and throughthe active use of M&A, he has promoted the provision of total solutions that include a broad lineupof diagnostic imaging systems and medical IT services, and led the further expansion of revenue inthe healthcare business field. Since being appointed President, Representative Director & Chief
Executive Officer in June 2021, he has been focusing on accelerating growth in the fields ofhealthcare and electronics as well as improving the profitability and efficiency of other businesses.
Furthermore, he has been working on creating new business through the utilization of digitaltechnology, while developing and strengthening human resources who can play an active role in the
global stage. Moreover, he has been vigorously promoting initiatives in the priority areas of theenvironment, health, daily life, and work style toward achieving a sustainable society. Given his
ample experience and wide range of knowledge, as well as his positivity and imagination that haveenabled him to create and grow new businesses and ability to execute when developing the business,
the Company deems that he will contribute to the further sustainable growth of the Fujifilm Group.
Therefore, the Company requests his reelection as director.
<Applicable items in the Skills matrix>
Global management, knowledge and expertise in core business / related industries, innovation /technology, sustainability, human resource strategies and corporate culture

7[Translation: For reference only]No.

Name, Date ofBirth, Attributeof Candidate andAttendance atBoard ofDirectors
Meetings

Brief Career Summary, Position and Responsibility in the
Company and Significant Concurrent Positions

Number of
Shares of theCompany
Owned

Apr. 1987 Joined the Company
Oct. 2018 Corporate Vice President of the Company
Director of FUJIFILM Corporation (to present)
Jun. 2021 Director & Corporate Vice President and General
Manager of Corporate Planning Division of theCompany (to present)

Masayuki
Higuchi(May 8, 1963)

Significant Concurrent Positions
Director & Senior Vice President and General Manager ofCorporate Planning Division of FUJIFILM Corporation
Audit & Supervisory Board Member of FUJIFILM Business
Innovation Corp.

15,200(commonstock)To be reelected
Male

3

Attendance atBoard ofDirectors
Meetings
13/13 (100%)<Reasons for nomination as a candidate for Director>
Mr. Masayuki Higuchi has served for many years in prominent positions in the Fujifilm Group’s
corporate administrative affairs, such as accounting and corporate planning, including regional
headquarters for Americas and Europe. In addition, he has ample experience of group management
at the global level, such as by serving as President of a US-based manufacturing and sales subsidiaryfor medical-use ultrasound diagnostic imaging equipment. Currently, as Chief Financial Officer(CFO) and General Manager of Corporate Planning Division of the Company, he is utilizing thisexpertise and experience to drive various measures toward achieving sustainable growth in corporate
value, such as drawing up and executing business plans, promoting M&A projects, and strengthening
business portfolio management and cash flow management. Given his ample experience and wide
range of knowledge, the Company deems that he will contribute to the further sustainable growth of
the Fujifilm Group. Therefore, the Company requests his reelection as director.
<Applicable items in the Skills matrix>
Global management, knowledge and expertise in core business / related industries, finance andaccounting / capital policy, legal affairs / risk management / governance8

[Translation: For reference only]No.

Name, Date ofBirth, Attributeof Candidate andAttendance atBoard ofDirectors
Meetings

Brief Career Summary, Position and Responsibility in the
Company and Significant Concurrent Positions

Apr. 1986
Jun. 2018
Apr. 2021
Apr. 2022
Jun. 2022
Naoki Hama
(Jun. 29, 1962)
To be reelectedMale

4

Number of
Shares of theCompany
Owned

Joined the Company
Director of FUJIFILM Corporation
Director of FUJIFILM Business Innovation Corp.
President, Representative Director & Chief
Executive Officer of FUJIFILM Business
Innovation Corp. (to present)
Director of the Company (to present)

Significant Concurrent Positions
Corporate Vice President of FUJIFILM Corporation
President, Representative Director & Chief Executive
Officer of FUJIFILM Business Innovation Corp.

18,300(commonstock)

Attendance atBoard ofDirectors
Meetings
13/13 (100%)<Reasons for nomination as a candidate for Director>
Mr. Naoki Hama has been involved for many years in sales and marketing of electronics products,
such as display materials, to customers both in Japan and overseas, and has contributed to the
expansion in sales and development of the business. In addition, after heading the inkjet business,upon having been appointed President & Representative Director of FUJIFILM Business InnovationCorp. in April 2022, he has been working on opening up new markets using sales networks andtechnologies of the Fujifilm Group while instilling Fujifilm Group’s corporate culture more deeply.
Further, he has been providing high added value to society by demonstrating our comprehensive
capabilities in the field of business innovation, which covers the entire range from office tocommercial and industrial printing. Given his ample experience and wide range of knowledge, theCompany deems that he will contribute to the further sustainable growth of the Fujifilm Group.
Therefore, the Company requests his reelection as director.
<Applicable items in the Skills matrix>
Global management, knowledge and expertise in core business / related industries, innovation /technology, sustainability, human resource strategies and corporate culture

9[Translation: For reference only]No.

Name, Date ofBirth, Attributeof Candidate andAttendance atBoard ofDirectors
Meetings

ChisatoYoshizawa(Oct. 18, 1963)
To be reelected
Female5Attendance atBoard ofDirectors
Meetings
13/13 (100%)

Brief Career Summary, Position and Responsibility in the
Company and Significant Concurrent Positions

Apr. 1986 Joined the Company
Jun. 2017 Corporate Vice President of the Company
Jun. 2018 Corporate Vice President, General Manager ofCorporate Communication Office of Corporate
Planning Division, and General Manager of
Human Resources Division of the Company
Director of FUJIFILM Corporation (to present)
Jun. 2022 Director & Corporate Vice President, General
Manager of Corporate Communications Division
and General Manager of ESG Division of theCompany (to present)

Number of
Shares of theCompany
Owned

19,800(commonstock)

Significant Concurrent Positions
Director & Senior Vice President, General Manager ofCorporate Communications Division and General Manager
of ESG Division of FUJIFILM Corporation<Reasons for nomination as a candidate for Director>
As the head of the Corporate Communications Division, Ms. Chisato Yoshizawa has for many years
actively disseminated information and engaged in constructive dialogue with stakeholders, including
shareholders and investors both in Japan and overseas, helping to obtain the trust of these stakeholders
as well as contributing to their forming an appropriate assessment of the Fujifilm Group. Furthermore,
as General Manager of Human Resources Division, she has promoted the creation of an environment
in which diverse personnel can participate over the long term through proactive measures to develop
human resources and other initiatives. Currently, as General Manager of ESG Division and Corporate
Communications Division, she is working to implement various measures for resolving social issues
through the business and enhancing social and environmental awareness in business processes, basedon the Fujifilm Group’s long-term CSR initiative “Sustainable Value Plan 2030.” Moreover, she isdeveloping and strengthening risk management system. Given her ample experience and wide range
of knowledge, the Company deems that she will contribute to the further sustainable growth of the
Fujifilm Group. Therefore, the Company requests her reelection as director.
<Applicable items in the Skills matrix>
Finance and accounting / capital policy, legal affairs / risk management / governance, sustainability,
human resource strategies and corporate culture

10[Translation: For reference only]No.

Name, Date ofBirth, Attributeof Candidate andAttendance atBoard ofDirectors
Meetings

Yoji Ito(May 25, 1964)
To be reelected
Male

6

Attendance atBoard ofDirectors
Meetings
10/10 (100%)

Brief Career Summary, Position and Responsibility in the
Company and Significant Concurrent Positions

Apr. 1990 Joined the Company
Jun. 2021 Director of FUJIFILM Corporation
Jun. 2023 Director of the Company (to present)
Director & Corporate Vice President, General
Manager of Advanced Materials Strategy
Headquarters, and in charge of Display Materials
Business Division, Display Materials ResearchLaboratories, Highly Functional Materials
Research Laboratories, Synthetic Organic
Chemistry Laboratories and Analysis Technology
Center of FUJIFILM Corporation (to present)

Number of
Shares of theCompany
Owned

7,200
(commonstock)

Significant Concurrent Positions
Director & Corporate Vice President and General Manager
of Advanced Materials Strategy Headquarters of FUJIFILM
Corporation<Reasons for nomination as a candidate for Director>
Mr. Yoji Ito has been engaged in research and development of electronics products over many years,
and has accordingly contributed to development of new products and expansion of the business. In
particular, he is highly regarded by customers and the academic community in the field of display
materials, and has substantially elevated the Fujifilm Group’s status in the display industry, andaccordingly prompted growth of our business by, on a global level, engaging in business organization
management, and building and strengthening relationships with customers. Furthermore, currently
serving as the person in charge of the Advanced Materials Strategy Headquarters, he draws up andpromotes overall cross-business strategy in the field of electronics that include semiconductormaterials, display materials, industrial products, recording media, and reagents and chemical
products, while also promoting and reforming R&D necessary for the Company’s medium- to longterm growth. Given his ample experience and wide range of knowledge, the Company deems that hewill contribute to the further sustainable growth of the Fujifilm Group. Therefore, the Company
requests his reelection as director.
<Applicable items in the Skills matrix>
Global management, knowledge and expertise in core business / related industries, innovation /technology

11[Translation: For reference only]No.

Name, Date ofBirth, Attributeof Candidate andAttendance atBoard ofDirectors
Meetings

Kunitaro
Kitamura(May 9, 1952)
To be reelected
OutsideIndependent
Male

7

Attendance atBoard ofDirectors
Meetings
13/13 (100%)

Brief Career Summary, Position and Responsibility in the
Company and Significant Concurrent Positions

Number of
Shares of theCompany
Owned

Apr. 2012 Representative Director and President of
Sumitomo Mitsui Trust Holdings, Inc.
Chairman (Representative Director) of Sumitomo
Mitsui Trust Bank, Limited
Apr. 2017 Representative Director of Sumitomo Mitsui TrustHoldings, Inc.
Chairman (Director) of Sumitomo Mitsui Trust
Bank, Limited
Jun. 2017 Director of Sumitomo Mitsui Trust Holdings, Inc.
Jun. 2017
Apr. 2021

Director (Outside Director) of the Company (topresent)
Special Advisor of Sumitomo Mitsui Trust Bank,
Limited (to present)

200(commonstock)

Significant Concurrent Positions
Outside Director of ASAGAMI CORPORATION
Outside Audit & Supervisory Board Member of OHBA CO.,LTD.

<Reasons for nomination as a candidate for Outside Director and outline of expected roles>
Mr. Kunitaro Kitamura has served as representative director of a major financial institution group formany years. He has demonstrated strong leadership in his management of the group as a whole, andhas ample experience and wide range of knowledge particularly in the fields of finance and capital
markets. Based on such ample experience and wide range of knowledge, Mr. Kunitaro Kitamura has
facilitated reasonable and adequate decision-making by the board of directors by giving usefulsuggestions and expressing opinions on many aspects of the Fujifilm Group’s management at theboard of directors meetings, while he proactively provided, from a medium- to long-term perspective,
advice on the Fujifilm Group’s M&A and capital policy, initiatives for resolving social issues, anddeveloping human resources. In addition, as Chairman of the Nomination and Remuneration
Advisory Committee, he has been contributing efforts to enhance transparency of the processes
related to a succession plan of the CEO and to remuneration for directors. The Company expects him
to continue executing his duties as outside director, and deems that he will fulfill his duties in an
appropriate and sufficient manner utilizing his ample experience and wide range of knowledge.
Therefore, the Company requests his reelection as outside director.
<Applicable items in the Skills matrix>
Global management, finance and accounting / capital policy, legal affairs / risk management /governance, sustainability, human resource strategies and corporate culture

12[Translation: For reference only]No.

Name, Date ofBirth, Attributeof Candidate andAttendance atBoard ofDirectors
Meetings

Brief Career Summary, Position and Responsibility in the
Company and Significant Concurrent Positions

Number of
Shares of theCompany
Owned

Oct. 2013
Apr. 2018

Representative Director and President of Intel K.K.
Chief Representative Officer of World Economic
Forum Japan
Jun. 2018 Director (Outside Director) of the Company (topresent)
Nov. 2023 Managing Executive Officer of SUMITOMOCORPORATION (to present)
Makiko Eda(Aug. 2, 1965)
To be reelected
OutsideIndependent
FemaleSignificant Concurrent Positions
Managing Executive Officer of SUMITOMOCORPORATION
Outside Director of Tokyo Electron Ltd.

0(commonstock)

Attendance atBoard ofDirectors
Meetings
13/13 (100%)
8<Reasons for nomination as a candidate for Outside Director and outline of expected roles>
After being responsible for marketing in the overseas market for many years in a major U.S.
semiconductor manufacturer, Ms. Makiko Eda served as representative director of a Japaneseincorporated subsidiary of the said company, and with her strong leadership, has achieved creation ofa new market and development of global personnel. Moreover, in her role as Chief Representative
Officer of the World Economic Forum Japan, she has worked to bring leaders from various industries
together to improve, on a global scale, wide range of issues such as regional and industrial issues.
Currently, she is working on promoting sustainability and DE&I (diversity, equity & inclusion) at amajor general trading company. Based on such ample experience and wide range of knowledge, Ms.
Makiko Eda has facilitated reasonable and adequate decision-making by the board of directors bygiving useful suggestions and expressing opinions on many aspects of the Fujifilm Group’s
management at the board of directors meetings, while she proactively provided, from a medium- tolong-term perspective, advice on the Fujifilm Group’s measures concerning ESG (Environmental,social and governance). The Company expects her to continue executing her duties as outside
director, and deems that she will fulfill her duties in an appropriate and sufficient manner utilizing
her ample experience and wide range of knowledge. Therefore, the Company requests her reelection
as outside director.
<Applicable items in the Skills matrix>
Global management, knowledge and expertise in core business / related industries, legal affairs / risk
management / governance, sustainability, human resource strategies and corporate culture

13

[Translation: For reference only]No.

Name, Date ofBirth, Attributeof Candidate andAttendance atBoard ofDirectors
Meetings

Brief Career Summary, Position and Responsibility in the
Company and Significant Concurrent Positions

Jun. 2013

Apr. 2016

President & Chief Executive Officer(Representative Director) of Tokio Marine
Holdings, Inc.
President & Chief Executive Officer(Representative Director) of Tokio Marine &Nichido Fire Insurance Co., Ltd.
Chairman (Representative Director) of Tokio
Marine & Nichido Fire Insurance Co., Ltd.
Chairman (Director) of Tokio Marine Holdings,
Inc. (to present)
Director (Outside Director) of the Company (topresent)

Tsuyoshi Nagano Jun. 2019(Nov. 9, 1952)
Jun. 2022
To be reelected
OutsideSignificant Concurrent Positions
Independent
Chairman (Director) of Tokio Marine Holdings, Inc.
Male
Outside Director of Central Japan Railway Company

9

Number of
Shares of theCompany
Owned

1,700
(commonstock)

Attendance atBoard ofDirectors
Meetings
13/13 (100%)<Reasons for nomination as a candidate for Outside Director and outline of expected roles>
Mr. Tsuyoshi Nagano has been engaged in insurance sales, corporate planning, and product planning
operations both in Japan and overseas for many years at a major insurance company, where he also
has experience in supervising the overseas business. Moreover, he has demonstrated strong leadershipin his management of the group as a whole. Based on such ample experience and wide range ofknowledge, Mr. Tsuyoshi Nagano has facilitated reasonable and adequate decision-making by theboard of directors by giving useful suggestions and expressing opinions on many aspects of the
Fujifilm Group’s management at the board of directors meetings, while he proactively provided, froma medium- to long-term perspective, advice on the measures pertaining to the risk management
system, instilling corporate culture, and human resource development at the Fujifilm Group. In
addition, as a member of the Nomination and Remuneration Advisory Committee, he has been
contributing efforts to enhance transparency of the processes related to a succession plan of the CEO
and to remuneration for directors. The Company expects him to continue executing his duties as
outside director, and deems that his ample experience and wide range of knowledge will enable him
to execute his expected duties in an appropriate and sufficient manner. Therefore, the Company
requests his reelection as outside director.
<Applicable items in the Skills matrix>
Global management, finance and accounting / capital policy, legal affairs / risk management /governance, sustainability, human resource strategies and corporate culture

14

[Translation: For reference only]No.

Name, Date ofBirth, Attributeof Candidate andAttendance atBoard ofDirectors
Meetings

Ikuro Sugawara(Mar. 6, 1957)
To be reelected
OutsideIndependent
Male

10

Attendance atBoard ofDirectors
Meetings
13/13 (100%)

Brief Career Summary, Position and Responsibility in the
Company and Significant Concurrent Positions

Apr. 1981 Joined Ministry of International Trade and Industry(currently Ministry of Economy, Trade andIndustry)
Jul. 2010 Director-General of Industrial Science andTechnology Policy and Environment Bureau of
Ministry of Economy, Trade and Industry
Sep. 2012 Director-General of Manufacturing Industries
Bureau of Ministry of Economy, Trade andIndustry
Jun. 2013 Director-General of Economic and Industrial
Policy Bureau of Ministry of Economy, Trade andIndustry
Jul. 2015 Vice-Minister of Ministry of Economy, Trade andIndustry
Aug. 2017 Special Advisor to the Cabinet
Jun. 2022 Director (Outside Director) of the Company (topresent)

Number of
Shares of theCompany
Owned

0(commonstock)

Significant Concurrent Positions
Outside Director of TOYOTA MOTOR CORPORATION
Outside Director of Hitachi, Ltd.

<Reasons for nomination as a candidate for Outside Director and outline of expected roles>
Mr. Ikuro Sugawara has served in a number of important posts, including Vice-Minister of Ministryof Economy, Trade and Industry. Through this and his involvement in industrial policy, trade policy,
technology policy, and environmental and energy policy, he has ample experience in policy planningand organizational management. Based on such ample experience and wide range of knowledge, Mr.
Ikuro Sugawara has facilitated reasonable and adequate decision-making by the board of directors bygiving useful suggestions and expressing opinions on many aspects of the Fujifilm Group’s
management at the board of directors meetings, while he proactively provided, from a medium- tolong-term perspective, advice on the measures pertaining to economic security, investment strategy,
risk management, etc. at the Fujifilm Group. The Company expects him to continue executing his
duties as outside director. Although he has never been involved in corporate management in any way
other than as an outside officer, the Company deems that in addition to his ample experience, he will
be able to leverage his considerable expertise and wide-ranging network to execute his expected
duties in an appropriate and sufficient manner. Therefore, the Company requests his reelection as
outside director.
<Applicable items in the Skills matrix>
Global management, legal affairs / risk management / governance, sustainability, human resource
strategies and corporate culture

15

[Translation: For reference only]No.

Name, Date ofBirth, Attributeof Candidate

Takako Suzuki(Mar. 5, 1962)

Brief Career Summary, Position and Responsibility in the
Company and Significant Concurrent Positions
Apr. 2013 Director, President & CEO of S.T.
CORPORATION
Mar. 2020 Outside Director of TRUSCO NAKAYAMACORPORATION (to present)
Jun. 2021 Chairman of the Board of Directors, President &CEO of S.T. CORPORATION
Sep. 2022 Outside Director of KING JIM CO., LTD. (topresent)
Jun. 2023 Chairman of S.T. CORPORATION (to present)

Number of
Shares of theCompany
Owned

1,200
(commonstock)

Significant Concurrent Positions
Outside Director of TRUSCO NAKAYAMA
To be newly elected
CORPORATION
OutsideOutside Director of KING JIM CO., LTD.
Independent
Female11<Reasons for nomination as a candidate for Outside Director and outline of expected roles>
Ms. Takako Suzuki has diverse experience, such as by being responsible for group business strategy
and global marketing and serving as a member of the nomination committee at a consumer goods
manufacturer. She has also demonstrated strong leadership in her management, such as providing
unique products that emphasize brand value, as well as working to resolve social issues. By actively
offering advice on important measures of the Fujifilm Group from a medium- to long-term
perspective as well as giving useful suggestions and expressing opinions on many aspects of the
Fujifilm Group’s management at the board of directors meetings utilizing her ample experience andwide range of knowledge, the Company expects her to contribute to ensuring reasonable and adequate
decision-making by the board of directors. The Company deems that her ample experience and wide
range of knowledge will enable her to execute her expected duties in an appropriate and sufficientmanner. Therefore, the Company requests her election as outside director.

Notes: 1.
2.
3.
4.
5.

<Applicable items in the Skills matrix>
Global management, innovation / technology, legal affairs / risk management / governance,sustainability, human resource strategies and corporate culture
The reference documents concerning the general meeting of shareholders consist of information
at the time of preparation (May 23, 2024), but the number of shares of the Company owned is thenumber as of March 31, 2024.
The Company does not have any special interest with each candidate.
The status of attendance at the board of directors meetings is for the board of directors meetings
that were held during the 128th fiscal year. As Mr. Yoji Ito was appointed as director on June 29,2023, his attendance status includes only meetings held from that date forward.
In addition to the above stated number of the board of directors meetings held, the Company madeone written report pursuant to Article 372, Paragraph 1 of the Companies Act.
The Company has, pursuant to Article 427, Paragraph 1 of the Companies Act, entered into anagreement with Mr. Kunitaro Kitamura, Ms. Makiko Eda, Mr. Tsuyoshi Nagano and Mr. Ikuro
Sugawara limiting their liability to compensate, under Article 423, Paragraph 1 of the Companies
Act, to the minimum amount provided in Article 425, Paragraph 1 of the Companies Act.
Furthermore, in the event that this proposition is approved, and Mr. Kunitaro Kitamura, Ms.
Makiko Eda, Mr. Tsuyoshi Nagano and Mr. Ikuro Sugawara assume the position of outside directorof the Company, such agreement to limit liability will be extended. In addition, in the event that
this proposition is approved, and Ms. Takako Suzuki assumes the position of outside director of
the Company, the Company intends, pursuant to Article 427, Paragraph 1 of the Companies Act,to enter into an agreement with her limiting her liability to compensate, under Article 423,

16

[Translation: For reference only]
Paragraph 1 of the Companies Act, to the minimum amount provided in Article 425, Paragraph 1of the Companies Act.
6. The Company has entered into a directors and officers liability insurance contract with aninsurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act. In the event thata claim for damages is brought by shareholders or third parties, etc., this insurance contract will
cover damages and litigation costs that the insured will bear. In the event that this proposition isapproved and each candidate assumes the position of director of the Company, they shall each be
insured under this insurance contract. This insurance contract is scheduled to be renewed at thenext renewal with the same level of terms and conditions.
7. Mr. Kenji Sukeno is expected to assume the position of outside director of Isetan Mitsukoshi
Holdings Ltd. once his election is approved at the ordinary general meeting of shareholders of thesaid company (to be held on June 24, 2024).
8. Mr. Kunitaro Kitamura, Ms. Makiko Eda, Mr. Tsuyoshi Nagano, Mr. Ikuro Sugawara and Ms.
Takako Suzuki are candidates for outside director. Matters related to the candidates for outside
director are as follows.
(1) Mr. Kunitaro Kitamura
1) Mr. Kunitaro Kitamura is a candidate for outside director who satisfies the “Criteria for
Independence of Outside Directors and Outside Audit & Supervisory Board Members” that
the Company has established and has independence. He resigned as a director of Sumitomo
Mitsui Trust Holdings, Inc. in June 2021, and as of June of this year, three years will havepassed. A regular trading relationship exists between the Fujifilm Group and Sumitomo
Mitsui Trust Holdings, Inc., but the monetary amount of this trading relationship is negligible
as it is less than 1% of the consolidated net sales of either Sumitomo Mitsui Trust Holdings,
Inc. or the Fujifilm Group. This amount of trading relationship has no effect on Mr. Kunitaro
Kitamura’s performance of his duties as outside director of the Company.
2) The Company has designated Mr. Kunitaro Kitamura as an independent director, and has
notified Tokyo Stock Exchange, Inc., where the shares in the Company are listed, of thisdesignation.
3) Mr. Kunitaro Kitamura assumed the position of outside director of the Company in June2017 and his term will have been 7 years at the close of the Meeting.
(2) Ms. Makiko Eda
1) Ms. Makiko Eda is a candidate for outside director who satisfies the “Criteria for
Independence of Outside Directors and Outside Audit & Supervisory Board Members” that
the Company has established and has independence. A regular trading relationship exists
between the Fujifilm Group and SUMITOMO CORPORATION, where Ms. Makiko Eda
serves as Managing Executive Officer, but the monetary amount of this trading relationshipis negligible as it is less than 1% of the consolidated net sales of either SUMITOMOCORPORATION or the Fujifilm Group. A regular trading relationship exists between the
Fujifilm Group and the World Economic Forum Japan, of which Ms. Makiko Eda served as
the Chief Representative Officer until November 2023, but the monetary amount of thistrading relationship is negligible as it is less than 1% of either the net sales of the World
Economic Forum Japan or the consolidated net sales of the Fujifilm Group. This amount oftrading relationship has no effect on Ms. Makiko Eda’s performance of her duties as outside
director of the Company.
2) The Company has designated Ms. Makiko Eda as an independent director, and has notified
Tokyo Stock Exchange, Inc., where the shares in the Company are listed, of this designation.
3) Ms. Makiko Eda assumed the position of outside director of the Company in June 2018 andher term will have been 6 years at the close of the Meeting.
4) Ms. Makiko Eda is expected to resign as Outside Director of Tokyo Electron Ltd. at the closeof the ordinary general meeting of shareholders of the said company (to be held on June 18,2024).
(3) Mr. Tsuyoshi Nagano
1) Mr. Tsuyoshi Nagano is a candidate for outside director who satisfies the “Criteria for
Independence of Outside Directors and Outside Audit & Supervisory Board Members” that
the Company has established and has independence. A regular insurance relationship exists
between the Fujifilm Group and Tokio Marine & Nichido Fire Insurance Co., Ltd., a17[Translation: For reference only]
subsidiary of Tokio Marine Holdings, Inc., where Mr. Tsuyoshi Nagano serves as Chairman(Director), but the monetary amount of this trading relationship is negligible as it is less than
1% of consolidated ordinary income (equivalent to consolidated net sales) of Tokio Marine& Nichido Fire Insurance Co., Ltd. and consolidated net sales of the Fujifilm Group. This
amount of trading relationship has no effect on Mr. Tsuyoshi Nagano’s performance of his
duties as outside director of the Company.
2) The Company has designated Mr. Tsuyoshi Nagano as an independent director, and has
notified Tokyo Stock Exchange, Inc., where the shares in the Company are listed, of thisdesignation.
3) Mr. Tsuyoshi Nagano assumed the position of outside director of the Company in June 2022
and his term will have been 2 years at the close of the Meeting.
4) Tokio Marine & Nichido Fire Insurance Co., Ltd., where Mr. Tsuyoshi Nagano served as
Director until June 2019, received a business improvement order under the Insurance
Business Act from the Financial Services Agency on December 26, 2023 because the Agency
found the company’s conduct to be in violation of the Antimonopoly Act and inappropriate
in light of the purpose of the Act and found problems concerning the attitude behind the
conduct. After becoming aware of these facts, as the Chairman (Director) of Tokyo Marine
Holdings, Inc., the parent company of Tokio Marine & Nichido Fire Insurance Co., Ltd., hedirected thorough investigations, analysis of the true causes, and formulation of preventive
measures, etc., from the group company management perspective, thereby fulfilling his
responsibility.
(4) Mr. Ikuro Sugawara
1) Mr. Ikuro Sugawara is a candidate for outside director who satisfies the “Criteria for
Independence of Outside Directors and Outside Audit & Supervisory Board Members” that
the Company has established and has independence.
2) The Company has designated Mr. Ikuro Sugawara as an independent director, and has
notified Tokyo Stock Exchange, Inc., where the shares in the Company are listed, of thisdesignation.
3) Mr. Ikuro Sugawara assumed the position of outside director of the Company in June 2022
and his term will have been 2 years at the close of the Meeting.
(5) Ms. Takako Suzuki
1) Ms. Takako Suzuki is a candidate for outside director who satisfies the “Criteria for
Independence of Outside Directors and Outside Audit & Supervisory Board Members” that
the Company has established and has independence. A regular trading relationship exists
between the Fujifilm Group and S.T. CORPORATION, where Ms. Takako Suzuki served as
President & CEO until June 2023, but the monetary amount of this trading relationship is
negligible as it is less than 1% of the consolidated net sales of either S.T. CORPORATIONor the Fujifilm Group. This amount of trading relationship has no effect on Ms. Takako
Suzuki’s performance of her duties as outside director of the Company.
2) The Company will designate Ms. Takako Suzuki as an independent director, and notify
Tokyo Stock Exchange, Inc., where the shares in the Company are listed, of this designation.
3) Ms. Takako Suzuki is expected to assume the position of outside director of COSMO
ENERGY HOLDINGS CO., LTD. once her election is approved at the ordinary general
meeting of shareholders of the said company (to be held on June 20, 2024).

18

[Translation: For reference only]
Third Proposition:

Election of Two (2) Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members, Mr. Nobuo Hanada and Mr. Tatsuya
Inagawa, will expire at the close of the Meeting. Accordingly, the Company proposes to elect 2 Audit &Supervisory Board Members.
In regard to this proposition, the consent of the Audit & Supervisory Board has been obtained.
No.

Name, Date ofBirth, Attributeof Candidate

Tsumugu
Ishigaki(Apr. 18, 1967)
To be newly elected1

Brief Career Summary, Position in the
Company and Significant Concurrent Positions
Apr. 1990 Joined the Company
Nov. 2016 General Manager of Corporate Planning Divisionof FUJIFILM Global Graphic Systems Co., Ltd.
(currently FUJIFILM Graphic Solutions
Corporation)
Jul. 2018 Senior Director of Administration of Fuji Xerox(China) Limited. (currently FUJIFILM Business
Innovation (China) Corp.)
Jun. 2021 General Manager of Global Audit Division of theCompany (to present)

Number of
Shares of theCompany
Owned

0(commonstock)

Significant Concurrent Positions–

Male<Reasons for nomination as a candidate for Audit & Supervisory Board Member>
Mr. Tsumugu Ishigaki has ample experience and wide range of knowledge in finance and accounting
developed over many years through his work in accounting, corporate planning, and auditing
operations of the Company and the Fujifilm Group in Japan and overseas. Moreover, in recent years,
he has been involved in global auditing operations for the entire Fujifilm Group including overseas
subsidiaries and contributes to the promotion of the Fujifilm Group’s open, fair, and clear businessactivities. The Company deems that his ample experience and wide range of knowledge will enable
him to execute his duties as an audit & supervisory board member in an appropriate and sufficientmanner. Therefore, the Company requests his election as Audit & Supervisory Board Member.
<Applicable items in the Skills matrix>
Finance and accounting / capital policy, legal affairs / risk management / governance19

[Translation: For reference only]No.

Name, Date ofBirth, Attributeof Candidate

Brief Career Summary, Position in the
Company and Significant Concurrent Positions
Apr. 1983 Registered as Attorney at Law (to present)
Apr. 1989 Registered as Attorney at Law in the State of New
York, the United States (to present)
Jan. 1992 Partner of Mori Hamada & MatsumotoJun. 2018 Outside Audit & Supervisory Board Member of
Sumitomo Pharma Co., Ltd. (to present)
Jan. 2021 Partner of Anderson Mori & Tomotsune (topresent)

Yoshio Iteya(Jan. 9, 1956)

2

Significant Concurrent Positions
Partner of Anderson Mori & Tomotsune
To be newly elected
Outside Audit & Supervisory Board Member of Sumitomo
Pharma Co., Ltd.
OutsideSpecially Appointed Professor at Hitotsubashi University
Independent
School of Law
Male

Number of
Shares of theCompany
Owned

0(commonstock)<Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member>
Mr. Yoshio Iteya has ample experience and wide range of knowledge mainly in international
corporate legal affairs, risk management, and corporate governance as well as extensive experiencein providing legal advice from a management perspective to global companies developed over many
years through his work in legal practice as an attorney at a major law firm. The Company expects
him to contribute to ensuring appropriate audits regarding the execution of the duties of the directors
from an objective perspective based on this ample experience and extensive knowledge. Although he
has never been involved in corporate management in any way other than as an outside officer, theCompany deems that in addition to his ample experience, he will be able to leverage his considerable
expertise to execute his expected duties in an appropriate and sufficient manner. Therefore, theCompany requests his election as Outside Audit & Supervisory Board Member.

Notes: 1.
2.
3.

4.

5.

<Applicable items in the Skills matrix>
Global management, legal affairs / risk management / governance
The reference documents concerning the general meeting of shareholders consist of information
at the time of preparation (May 23, 2024), but the number of shares of the Company owned is thenumber as of March 31, 2024.
The Company does not have any special interest with Mr. Tsumugu Ishigaki and Mr. Yoshio Iteya.
In the event that this proposition is approved and Mr. Tsumugu Ishigaki and Mr. Yoshio Iteya
assume the position of audit & supervisory board member of the Company, the Company will,
pursuant to Article 427, Paragraph 1 of the Companies Act, enter into an agreement with Mr.
Tsumugu Ishigaki and Mr. Yoshio Iteya limiting their liability to compensate, under Article 423,
Paragraph 1 of the Companies Act, to the minimum amount provided in Article 425, Paragraph 1of the Companies Act.
The Company has entered into a directors and officers liability insurance contract with aninsurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act. In the event thata claim for damages is brought by shareholders or third parties, etc., this insurance contract will
cover damages and litigation costs that the insured will bear. In the event that this proposition isapproved, and Mr. Tsumugu Ishigaki and Mr. Yoshio Iteya assume the position of audit &supervisory board member of the Company, they shall be insured under this insurance contract.
This insurance contract is scheduled to be renewed at the next renewal with the same level ofterms and conditions.
Mr. Yoshio Iteya is a candidate for an outside audit & supervisory board member. Matters related
to the candidate for outside audit & supervisory board member are as follows.

20

[Translation: For reference only]
1) Mr. Yoshio Iteya is a candidate for outside audit & supervisory board member who satisfies the“Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” that the Company has established and has independence. A contractual relationshipconcerning legal services for individual cases exists between the Fujifilm Group and Anderson
Mori & Tomotsune, where Mr. Yoshio Iteya belongs, but the amount of such transaction is
negligible, accounting for less than 1% of both the net sales of Anderson Mori & Tomotsune
and the consolidated net sales of the Fujifilm Group. This amount of trading relationship has
no effect on Mr. Yoshio Iteya’s performance of his duties as outside audit & supervisory board
member of the Company.
2) The Company will designate Mr. Yoshio Iteya as an independent audit & supervisory board
member, and notify Tokyo Stock Exchange, Inc., where the shares in the Company are listed,of this designation.

21

[Translation: For reference only] Expertise and experience sought from Directors and Audit & Supervisory Board Members of theCompany (Skills matrix)
The following table shows particularly desirable attributes of the respective Directors and Audit &Supervisory Board Members based on their achievements and experience. Please refer to the brief careersummaries and reasons for nomination of each candidate described in the Second Proposition and Third
Proposition for information on the knowledge and experience of each candidate that underlie the relevant
skill categories.
Knowledge
and expertise
Globalin coremanagement business /relatedindustries

Audit & Supervisory
Board Members

Directors

Name

Kenji Sukeno✓✓

Teiichi Goto✓✓

Masayuki Higuchi✓✓

Naoki Hama✓✓

Innovation/technology✓✓

Kunitaro
Kitamura

Outside✓Makiko Eda

Outside✓Tsuyoshi Nagano

Outside✓Ikuro Sugawara

Outside✓Takako Suzuki

Outside✓✓✓

Yoshio Iteya

Outside

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓
✓

✓

✓
✓

✓

✓

Tsumugu Ishigaki
Outside✓✓✓Motoko Kawasaki

Masataka
Mitsuhashi✓✓

ChisatoYoshizawa
Yoji Ito

Human
Legal affairs/
Finance andresource
risk
accounting/
Sustainability
strategies
management/
capital policy
and corporate
governanceculture✓✓✓✓* Up to five items are listed that are particularly expected for each individual. The table is not indicative of all the expertiseand experience possessed by each individual.

22

[Translation: For reference only]■ Reasons for selection of each skill category are as follows:
Skill

Reason for selection

Globalmanagement

 We aspire to accelerate business growth while resolving environmental and social issues globallyin looking toward attaining the Company’s future vision of realizing a sustainable society. To
such ends, we seek experience in global corporate management and overseas business
management as well as knowledge and expertise related to the global business environment.

Knowledge andexpertise in corebusiness / relatedindustries

 We aspire to accelerate growth in the healthcare and electronics domains, which serve as growth
drivers of the Company. We furthermore aspire to achieve sustainable growth and to build a more
resilient business platform. To such ends, we seek experience in leading operations in businesssegments being pursued by the Company (Healthcare, Electronics, Business Innovation, andImaging) and furthermore seek knowledge and expertise related to such businesses and relatedindustries.

Innovation /technology

 In achieving sustainable innovation, it is important that we provide the world with innovative
products and solutions that contribute to resolving environmental and social issues enlisting thetangible and intangible technological assets we have created by using our base technologies
cultivated through development of new business models and photographic film, combined withour core technologies and production technologies for building sustainable competitive
advantage. To such ends, we seek experience in transforming business models as well as
knowledge and expertise in technology.

Finance andaccounting / capital
policy We aspire to build a robust business portfolio to increase our corporate value over the medium
to long term. To such ends, we seek experience in cash (flow / allocation) management,
fundraising, and dialogue with capital markets, achieved through M&As and operational
streamlining, as well as knowledge and expertise related to finance, accounting, and capital
policy.

Legal affairs / risk
management /governance We aspire to create a framework for sustainable growth and medium- to long-term improvement
in corporate value under an open, fair, and clear corporate culture. To such ends, we seek
experience in business risk management as well as knowledge and expertise related togovernance, which we position as the foundation of our business activities particularly in termsof long-term CSR plans and medium-term management plans.

Sustainability

 We aspire to achieve objectives particularly with respect to long-term CSR and medium-term
management plans. We also aspire to assess whether our trajectory and outcomes align withsocial trends and medium- to long-term value sought by society in order to improve our corporate
value. To such ends, we seek experience in striking a balance between economic value and social/ environmental value as well as knowledge and expertise related to sustainability.

Human resource
strategies andcorporate culture When it comes to human resources, which serve as our source of innovation, we aspire to build
a robust business portfolio by speedily implementing a human resources strategy centered on
securing and training human resources in new fields, utilizing diverse employees, supporting
their growth, and improving engagement. In addition, it is important that we perpetuate anddevelop the corporate culture, which has given rise to innovation in order to sustain growth of
the Company. To such ends, we seek experience in making decisions related to human resourcesfrom a management perspective as well as knowledge and expertise in human capitalmanagement.

23

[Translation: For reference only]■ We enlist the following approach and process when preparing the skills matrix.
 The Company aims to achieve sustainable growth and increase corporate value of the Fujifilm
Group while contributing to sustainable development of society by conducting open, fair and clear
business activities guided by the Fujifilm Group’s Purpose*1.
 We position corporate governance as an important management priority to achieve this aim. In
taking on such challenges, we must ensure the effectiveness of our Board of Directors, to which end
we believe it is necessary to articulate the skills we seek from individual Directors by periodicallyassessing the functions of the Board of Directors and the skills matrix.
 As a company with an Audit & Supervisory Board, the Company enlists its Board of Directors inmaking decisions on basic policies of management, strategies, and key matters pertaining tobusiness execution, and supervising business execution. We deem that the Board of Directors must
assume a dual role in this regard. First, the Board of Directors must assume the role of making
decisions enlisting its familiarity with technology, human resources and other assets along with its
substantial knowledge regarding the respective businesses, which has facilitated the Company’sbusiness growth thus far. Second, the Board of Directors must assume the role of ensuring that the
trajectory of business execution aligns with medium- to long-term value sought by society instriking a balance between economic value and social value toward achieving a sustainable society.
 With the Board of Directors effectively assuming its dual role, we have selected categories of skills
necessary for enabling the Company to achieve sustainable growth and increase corporate value
over the medium to long term, in part by achieving objectives of long-term CSR plans and mediumto long-term management plans. Specifically, we are prioritizing businesses, functions, and regionsin terms of our internal environment from among the themes that should be addressed by the Boardof Directors. When it comes to functions in particular, we identify key functions for supporting the
primary functions of the manufacturing industry. In addition, we have selected categories of skills
taking into account perspectives that the Company prioritizes as well as interests of external
stakeholders in order to prompt more extensive discussions among the Board of Directors while
also considering the external environment. Reasons for selection of each skill category are provided
in the previous page.
 The skills matrix applied to Audit & Supervisory Board Members is the same as that used for
Directors in order to confirm their skills in the categories of “finance and accounting / capital
policy” and “legal affairs / risk management / governance,” which are particularly important interms of auditing execution of duties assumed by the Board of Directors.
 With respect to overhauling the skill items, the Board of Directors passes resolutions in that regard
Process ofupon having held discussions with outside directors and outside audit & supervisory board members
skills matrix
regarding the skills sought with respect to Directors of the Company, taking into account the roles
preparation
and responsibilities of the Company’s Board of Directors on the matter. In addition, when preparing
the skills matrix, we identify skills that are particularly desirable with respect to candidates for
Director and Audit & Supervisory Board Member*2 based on their backgrounds and other suchfactors. The Board of Directors then passes resolutions in that regard.
*1 Fujifilm Group’s Purpose: Giving our world more smiles
Approach toskills matrix
preparation

We bring diverse ideas, unique capabilities,
and extraordinary people together to change the world.
*2 This includes Audit & Supervisory Board Members not subject to reelection.

24

[Translation: For reference only]■ Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members
Outside Directors and Outside Audit & Supervisory Board Members of FUJIFILM Holdings Corporation(the “Company”) are deemed to be independent when none of the following conditions apply:
1. A person who conducts or has previously conducted business (*1) in the Fujifilm Group (the “Group”).
2. A person to whom any of the following conditions apply either currently or over the past three fiscal
years:(1) An entity in a major business partner relationship (*2) with the Group or a person who conducts
business thereof.
(2) A major lender (*3) to the Group or a person who conducts business thereof.
(3) A major shareholder (*4) of the Company or a person who conducts business thereof.
(4) A legal expert, accounting expert or consultant who receives a large amount of money or otherassets (*5) from the Group other than remuneration as a Director or Audit & Supervisory Board
member (or if it is a corporation or organization that receives the assets, a member of suchcorporation or organization).
(5) A person who conducts the business of an entity which may have a Director or Audit &Supervisory Board member of the Group as an outside Director or outside Audit & Supervisory
Board member.
(6) A recipient of a large donation (*6) from the Group or a person who conducts business thereof.
3. A spouse or second degree relative of a person (excluding non-important persons) to whom any of
the above conditions “1.” and “2.” apply (in the case of appointing an outside Audit & Supervisory
Board member as an independent officer, this condition includes the spousal or second degree kinshiprelationship with a non-executive Director of the Company or its subsidiaries).
*1 Refers to a person who conducts business as defined under Article 2, Paragraph 3, Item 6 of theRegulation for Enforcement of the Companies Act, in the case of the Company including theRepresentative Director, executive officer and employees.
*2 A major business partner relationship refers to the case where the transactions with the Group in themost recent fiscal year amount to 2% or greater of either party’s consolidated net sales.
*3 A major lender refers to the case where the balance of long-term debt at the end of the most recent
fiscal year stands at 2% or greater of the Company’s total assets on the consolidated balance sheet.
*4 A major shareholder refers to an entity whose holding ratio of voting rights at the end of the mostrecent fiscal year is 10% or more of total voting rights.
*5 A large amount of money or other assets refers to the sum of ¥10 million or greater for an individual,
while for an organization, 2% or greater of the consolidated net sales of the organization, on averagefor the past three fiscal years.
*6 A large donation refers to amounts of ¥100 million or greater on average for the past three fiscal years.

25[Translation: For reference only]
Fourth Proposition:

Revision of Remuneration, etc. for Directors

In terms of the amount of remuneration, etc. for directors, approval was received at the 122nd Ordinary
General Meeting of Shareholders held on June 28, 2018, to set the maximum amount of remuneration to be
an annual mount of 730 million yen or less (including 70 million yen or less for outside directors), which has
been up to the present time.
In considering that the responsibilities and expected roles of outside directors have been increasing inorder to strengthen corporate governance, and from the viewpoint of securing appropriate human resourcesin a stable manner and flexibly expanding them according to circumstances, the Company proposes to revise
the amount of remuneration for outside directors to an annual amount of 140 million yen or less, and inaccordance with this revision, to revise the total amount of remuneration, etc. for directors to an annual
amount of 800 million year or less. The amount of remuneration, etc. for directors shall not include
salaries/bonuses-for-employee to directors who concurrently serve as employees, as in the past.
The Company considers that the content of this proposition is necessary and reasonable in order toachieve the above purposes and is appropriate.
The Articles of Incorporation of the Company stipulate that the number of directors shall be 12 or less.
Currently, there are 10 directors, including four outside directors. If the Second Proposition of “Election of
Eleven (11) Directors” is approved and passed as proposed, the number of directors will be 11, including fiveoutside directors.
Current Amount of Remuneration, etc. for Directors
The annual amount of 730 million yen or less (including 70 million yen or less for outside directors)
Proposed AmountThe annual amount of 800 million yen or less (including 140 million yen or less for outside directors)

26

[Translation: For reference only]
Fifth Proposition:

Revision of Remuneration, etc. for Audit & Supervisory Board
Members

At the 111th Ordinary General Meeting of Shareholders held on June 28, 2007, the amount of
remuneration, etc. for the Company’s Audit & Supervisory Board Members was approved at an annual
amount of 100 million yen or less, which has been up to the present time.
In considering that economic conditions have changed greatly in the meantime and the responsibilities
and expected roles of Audit & Supervisory Board Members have been increasing since then, and from theviewpoint of securing appropriate human resources in stable and/or flexible manner, the Company proposes
to revise the amount of remuneration, etc. for Audit & Supervisory Board Members to an annual amount of
200 million yen or less.
The Articles of Incorporation of the Company stipulate that the number of Audit & Supervisory Board
Members shall be five or less. Currently, there are four Audit & Supervisory Board Members, including two
Outside Audit & Supervisory Board Members. If the Third Proposition of “Election of Two (2) Audit &Supervisory Board Members” is approved and passed as proposed, the number of Audit & Supervisory Board
Members will be four, including two Outside Audit & Supervisory Board Members.
Current Amount of Remuneration, etc. for Audit & Supervisory Board Members
The annual amount of 100 million yen or less
Proposed AmountThe annual amount of 200 million yen or less27

[Translation: For reference only]
Sixth Proposition:

Determination on the Amount and Details of Non-PerformanceLinked Share-Based Remuneration, etc. for Directors

1. Reasons for the proposition and reasons for considering the proposition is appropriate
The Company proposes to introduce a new “Non-Performance-Linked Share-Based Remuneration
Plan” (hereinafter, the “Plan”) for the Company’s directors, including outside directors, as a nonperformance-linked share-based remuneration among the remuneration, etc. for the Company’s directors.
The purpose of the Plan is to foster a sense of unity for the company group by providing share-based
remuneration for directors residing either inside or outside Japan commonly as the Company’s businessand organization has become more globalized, and to enhance the consciousness of the Company’s
directors (including outside directors; the same applies hereafter) to contribute to improving medium-to
long-term performance and increasing corporate value.
Under this proposition, a new non-performance-linked share-based remuneration based on the Plan,
which is separate from the remuneration, etc. stated in the Fourth Proposition of “Revision of
Remuneration, etc. for Directors” and the Seventh Proposition of “Determination on the Amount andDetails of Medium-Term Performance-Linked Share-Based Remuneration, etc. for Directors (Excluding
Outside Directors)”, is to be allocated to directors, including outside directors, within the amount set forthin 2 below. In the event that this proposition is approved and passed as proposed, the Company will abolishthe “Non-Performance-Linked Share-Based Remuneration (Restricted Share-Based Remuneration)” fordirectors, excluding the Company’s outside directors, which was approved at the 125th Ordinary General
Meeting of Shareholders held on June 29, 2021, and no new shares will be issued based on thisremuneration thereafter.
The content of this proposition is necessary and reasonable in order to achieve the above purposes,
and if this proposition is approved and passed as proposed, the policy for determining the content of
remuneration, etc. for each director will be revised in accordance with the approved content. Therefore,
the Company considers the content of this proposition appropriate.
In the event that the Second Proposition of “Election of Eleven (11) Directors” is approved and passed
as proposed, the number of directors subject to the Plan will be 11, including five outside directors.
* On the condition that this proposition is approved and passed as proposed, the Company plans to
introduce a similar non-performance-linked share-based remuneration plan for directors of certain
companies in the group of the Company, and executive officers of the Company and certain
companies in the group of the Company.
2. Outline of the Plan
(1) Restricted Share-Based Remuneration
Under the Plan, the directors, pursuant to a resolution of the Board of Directors of the Company,
and in principal, each business year, shall have all the monetary remuneration claims given for the
grant of restricted shares contributed in kind and shall receive issuance or disposition of commonshares of the Company (hereinafter, the “Restricted Share-Based Remuneration”). The total amountof monetary remuneration claims delivered to directors in consideration of the execution of theirduties in each business year shall be 1.1 billion yen or less (of which the amount for outside directors
shall be 100 million yen or less), and the total number of shares granted in consideration of theexecution of their duties in each business year shall be 825,000 shares or less (of which the shares foroutside directors shall be 75,000 shares or less). Provided, however, that in the case it is consideredreasonable to adjust the number of the Company’s common shares to be issued or disposed of
pursuant to the Plan, including a stock split and stock consolidation, etc., the total number of suchshares shall be adjusted in accordance with such split ratio, consolidation ratio, etc.
The amount to be paid per share (the share price at the time of delivery) shall be the averageclosing price (fractions less than one yen shall be rounded up) of the Company’s common share on
the Tokyo Stock Exchange from the first day of the second month prior to the month in which themeeting of the Board of Directors of the Company relating to the issuance or disposition of the sharesis held to the last day of the same month (excluding the day on which the transaction is not concluded).
Provided, however, that in the case where the price of the Company’s common shares on the Tokyo
Stock Exchange immediately prior to the meeting of the Board of Directors relating to the issuanceor disposition by the Company is significantly different from such average price, if the amount to be28

[Translation: For reference only]
paid in is determined by the Board of Directors to the extent that the amount is not specificallyfavorable to the directors, then the amount to be paid per share shall be such amount.
The specific timing of payment and distribution to each director shall be determined at the Boardof Directors of the Company.
When granting restricted shares under the Plan, the Company and the directors shall enter into
an agreement on the allotment of restricted shares (hereinafter referred to as the “Allotment
Agreement”) containing the following content in summary.
1) Restriction Period on Transfer
The directors shall not transfer, create a security interest on or otherwise dispose of therestricted shares received as an allotment through the Allotment Agreement (hereinafter, the“Allotted Shares”) from the date of allotment through the Allotment Agreement until the day on
which the directors lose the position of director of the Company and other positions determined by
the Board of Directors of the Company (hereinafter, the “Transfer Restriction”, and such period
shall be referred to as the “Restriction Period”).
2) Lifting of Transfer Restriction
The Company shall lift the Transfer Restriction on all Allotted Shares (except for thoseacquired without contribution pursuant to 3) below) when the Restriction Period has expired
subject to the condition that the directors who received an allotment of Restricted Shares continuing
to hold the position of director of the Company or other positions determined by the Board of
Directors, from the day on which the Restriction Period commenced until the day on which theCompany’s Ordinary General Meeting of Shareholders first arrives thereafter.
3) Treatment of Acquisitions of Shares without Contribution
When the director loses the position of director of the Company and other positions
determined by the Board of Directors without cause deemed justifiable by the Company on andafter the day on which the Restriction Period commenced, the Company shall automatically acquire
all or part of Allotted Shares without contribution. In addition, if a director falls under any of theevents stipulated by the Company’s Board of Directors as an event that it is appropriate for theCompany to acquire the Allotted Shares without contribution, including the case that director
violates laws and regulations, internal rules, or the Allotment Agreement, during the Restriction
Period, the Company shall automatically acquire all or part of Allotted Shares without contribution.
4) Treatment in Reorganization, etc.
Notwithstanding the provisions of 1) above, if, during the Restriction Period, matters relating
to a merger agreement in which the Company is the disappearing company, a share exchange
agreement or share transfer plan in which the Company becomes a wholly owned subsidiary, orother reorganization, etc. are approved at the Company’s General Meeting of Shareholders (or at a
meeting of the Company’s Board of Directors in cases where approval at the Company’s General
Meeting of Shareholders is not required in relation to the reorganization, etc.), the Company shalllift the Transfer Restrictions on the Allotted Shares with the number of shares being reasonably
determined considering the period from the start date of the Restriction Period to the date of
approval of the reorganization, etc. prior to the date on which the reorganization, etc. becomes
effective, by resolution of the Company’s Board of Directors. In cases specified above, theCompany shall automatically acquire without contribution the Allotted Shares on which Transfer
Restrictions have not been lifted immediately after the Transfer Restrictions are lifted.
5) Other Matters Determined by the Company’s Board of Directors
In addition to the above, the method for expressing intentions and giving notifications in the
Allotment Agreement, the method for amending the Allotment Agreement, and other matters to be
determined by the Company’s Board of Directors shall be laid out in the Allotment Agreement.
(2) Treatment of Non-Domestic-Resident Directors
In the case that eligibles for the Plan include directors who are non-domestic-residents and theCompany’s Board of Directors deems it reasonable due to legislation in the country of residence or29

[Translation: For reference only]
other reasons, the Company may deliver shares by means of “Restricted Share Unit (RSU)” or pay
cash after the expiration of three years (term equivalent to three years of tenure as a director)(hereinafter, the “Service Period”) in lieu of delivering shares under the Restricted Share-BasedRemuneration (hereinafter, the “Post-Delivery Non-Performance-Linked Remuneration”). In thiscase, the method of payment of remuneration, etc. shall be (i) the method whereby cash is paid fromthe Company, (ii) the method whereby monetary remuneration claims are given to directors based ona resolution of the Company’s Board of Directors, and common shares of the Company are issued or
disposed of to such directors by having all of such monetary remuneration claims contributed in kind,or (iii) the method of combining the above (i) and (ii).
The amount of cash (including monetary remuneration claims) and the number of shares to bedelivered from the Company to the directors in the Post-Delivery Non-Performance-Linked
Remuneration shall not exceed the maximum amount of money and the maximum number of shares
to be delivered as set forth in (1) above, either in individual or in the aggregate with the monetary
remuneration claim and the number of shares based on the Restricted Share-Based Remuneration.
The delivery of shares or payment of cash for Post-Delivery Non-Performance-Linked
Remuneration shall be subject to the condition that the directors are continuously in the position of
director of the Company or any other positions determined by the Board of Directors during theService Period. If a director falls under any of the events stipulated by the Company’s Board of
Directors that it is appropriate for the Company to forfeit the director’s right to receive the deliveryof shares or payment of cash, including the case that the director loses the position of director of theCompany or any other positions determined by the Board of Directors without cause deemedjustifiable by the Company, the case that the director violates laws and regulations, or internal rules,
during the Service Period, the director shall lose all or part of his or her right to receive the deliveryof shares or payment of cash.
Provided, however, that in the event that the director loses the position of director of theCompany or any other positions determined by the Board of Directors with cause deemed justifiableby the Company, or in the event that matters relating to a merger agreement in which the Company isthe disappearing company, a share exchange agreement or share transfer plan in which the Company
becomes a wholly owned subsidiary, or other reorganization, etc. have been approved at theCompany’s General Meeting of Shareholders (or at a meeting of the Company’s Board of Directors
in cases where approval at the Company’s General Meeting of Shareholders is not required in relation
to the reorganization, etc.) or in the event of any other justifiable reasons, the Company may delivera reasonably prescribed number of shares or amounts of cash based on the period from the start dateof the Service Period at a time that is reasonably specified.

30

[Translation: For reference only]
Seventh Proposition:

Determination on the Amount and Details of Medium-Term
Performance-Linked Share-Based Remuneration, etc. for Directors(Excluding Outside Directors)

1. Reasons for the proposition and reasons for considering the proposition is appropriate
The Company proposes to introduce a new “Medium-Term Performance-Linked Share-BasedRemuneration Plan” (hereinafter, the “Plan”), which is an annual grant type and based on the common
global concept, for the Company’s directors, excluding outside directors, as medium-term performancelinked share-based remuneration among the remuneration, etc. for the Company’s directors.
The purpose of the Plan is to further clarify the linkage between the remuneration of directors(excluding outside directors; the same applies hereafter) and the Company’s performance and share value,
and to enhance the consciousness of directors to contribute to improving medium-term to long-term
performance and increasing corporate value.
Under this proposition, a new medium-term performance-linked share-based remuneration based on
the Plan, which is separate from the remuneration, etc. stated in the Fourth Proposition of “Revision of
Remuneration, etc. for Directors” and the Sixth Proposition of “Determination on the Amount and Details
of Non-Performance-Linked Share-Based Remuneration, etc. for Directors” is to be allocated to directors.
In the event that this proposition is approved and passed as proposed, the Company will abolish the
Performance Share Unit which was approved at the 125th Ordinary General Meeting of Shareholders heldon June 29, 2021 (hereinafter, the “Current PSU”), and no new shares will be issued and no money will be
paid based on the Current PSU after the last delivery of shares and/or money corresponding to the period
from the business year ending March 31, 2022 to the business year ending March 31, 2024.
The content of this proposition is necessary and reasonable in order to achieve the above purposes,
and if this proposition is approved and passed as proposed, the policy for determining the content of
remuneration, etc. for each director will be revised in accordance with the approved content. Therefore,
the Company considers the content of this proposition appropriate.
In the event that the Second Proposition of “Election of Eleven (11) Directors” is approved and passed
as proposed, the number of directors subject to the Plan will be six.
* On the condition that this proposition is approved and passed as proposed, the Company plans to
introduce similar medium-term performance-linked share-based remuneration plans for directors ofcertain companies in the group of the Company, executive officers of the Company and certain
companies in the group of the Company (hereinafter, the “Executive Officers, etc.”) and employeesof the Company and the Company’s major subsidiaries who are equal to or above a certain position
as determined by the Company.
2. Amount and details of remuneration, etc. under the Plan
(1) Outline of the Plan
The Plan is in summary a share-based remuneration plan (Share-Delivery Trust) under which atrust established by the Company by contributing money (hereinafter, the “Trust”) will acquire theCompany’s common shares (hereinafter, the “Company’s Shares”) and a number of the Company’s
Shares corresponding to the number of points which the Company grants to each director will bedelivered to such director through the Trust.
Points under the Plan shall be granted in consideration for the execution of duties during theperiod of three years beginning on the date of the Company’s Ordinary General Meeting of
Shareholders in 2024 and each year thereafter, and ending on the date of the Company’s Ordinary
General Meeting of Shareholders three years later (hereinafter, the “Service Period.” The initial
Service Period will be from the date of the Company’s Ordinary General Meeting of Shareholders in
2024 to the date of the Company's Ordinary General Meeting of Shareholders in 2027), in accordancewith the position, tenure, business performance during three consecutive business years from thebusiness year beginning immediately before the start date of the relevant Service Period to thebusiness year ending immediately before the end of the relevant Service Period, or else. In principle,
these points shall be granted every time each Service Period ends, and the number of the Company’s
Shares corresponding to the number of such points shall be delivered from the Trust to each director.

31

[Translation: For reference only]
However, in case of resignation in the middle of the Service Period, or else, points may be
granted prior to the end of the Service Period according to the position, tenure, business performance
during the Service Period, or else, and after then, the corresponding number of Company’s Shares
may be delivered by the Trust to each director.
The Company’s directors (excluding outside
directors)
Each period of three years beginning on thedate of the Company’s Ordinary General
Meeting of Shareholders in 2024 and each year
thereafter, and ending on the date of theCompany’s Ordinary General Meeting of
Shareholders three years later (The initial
Service Period will be from the date of theCompany's Ordinary General Meeting of
Shareholders in 2024 to the date of theCompany’s Ordinary General Meeting of
Shareholders in 2027)a.

Participants of the Planb.

Service Periodc.

Maximum amount of money per year to becontributed by the Company to fund theacquisition of the Company’s Shares required
to be delivered to the Participants stipulated inabove a.

In total 500 million yen (*1)

d.

Method of acquisition of the Company’s
Shares by the Trust

Method of disposing of treasury shares or
method of acquiring shares from an exchange(including off-site transactions)e.

Maximum number of points per year granted
to the Participants stipulated in above a.

375,000 points (*2)

f.

Criteria for granting points

Points shall be granted according to position,
tenure, business performance for threeconsecutive business years from the businessyear beginning immediately before the startdate of the relevant Service Period to thebusiness year ending immediately before theend of the relevant Service Period, or else.

g.

Timing of delivery of the Company’s Shares to
the Participants stipulated in above a

Certain period during the trust periodh.

Exercise of voting rights in respect to theCompany’s Shares in the Trusti.

Treatment of dividends on the Company’s
Shares in the Trust

To ensure neutrality to the Company’s
management, voting rights shall be uniformly
waived during the trust period.
The dividends shall be received by the Trustand used to acquire the Company’s Shares, to
pay trust fees of the Trust and so on.

*1 This maximum amount of money is the maximum amount of money that the Company will contributeto fund the acquisition of the Company’s Shares equivalent to the total number of points to be granted
in consideration for the execution of duties during each year (one year starting on the date of theCompany's Ordinary General Meeting of Shareholders and ending on the date of the Company's
Ordinary General Meeting of Shareholders in the year following such year) of Service Periods*2 The maximum number of points shall be the maximum total number of points granted corresponding
to the Company’s Shares delivered to the Participants in consideration of the execution of duties ineach year (one-year period commencing on the date of the Ordinary General Meeting of Shareholdersof the Company and ending on the date of the Ordinary General Meeting of Shareholders of theCompany in the next year) during Service Periods.

32

[Translation: For reference only](2) Maximum Amount of Money to be Contributed by the Company
The initial trust period of the Trust shall be approximately three years, and the Company shallcontribute money, which is funds for acquiring the Company’s Shares required to be delivered to thedirectors under the Plan, as remuneration for the directors and shall establish the Trust with thedirectors who will acquire beneficial interests as described in (3) 3) below as beneficiaries. The
maximum amount of the money per year shall be 500 million yen, which is for the acquisition of theCompany’s Shares equivalent to the total number of points to be granted from a maximum of threeoverlapping Service Periods. This maximum amount of money is the maximum amount of moneythat the Company will contribute to fund the acquisition of the Company’s Shares equivalent to thetotal number of points to be granted from the relevant Service Periods in consideration for the
execution of duties during each year (one year starting on the date of the Company's Ordinary General
Meeting of Shareholders and ending on the date of the Company's Ordinary General Meeting of
Shareholders in the year following such year) of the relevant Service Periods. The Trust will acquire
the Company’s Shares by means of disposing of the Company’s treasury shares or by means ofacquiring shares from an exchange (including off-site transactions) based on the money the Company
contributed.
Note: The actual amount of money entrusted by the Company to the Trust will be a sum of theestimated amounts for necessary costs including trust fees and trust administrator fees, inaddition to the funds to acquire the Company’s Shares as above. In addition, if a share-based
remuneration plan similar to the Plan is introduced for Executive Officers, etc. as describedabove, funds for the acquisition of the Company’s Shares, which are required to be delivered
to the Executive Officers, etc. under such plan, will also be entrusted.
In addition, with a decision by the Company’s Board of Directors, the trust period of the Trust
may be extended (including virtual extension of the trust period by transferring the trust assets of theTrust to a trust set by the Company, the purpose of which is the same as that of the Trust; hereinafter
the same applies.) and the Plan may be continued. In this case, the Company shall contribute extra
cash within an amount calculated by multiplying the number of years of the trust period of the said
extension by 500 million yen, as the fund to additionally acquire the Company’s Shares for delivery
to directors based on the Plan and continue to grant points and to deliver the Company’s Shares as
described in (3) below (the same shall apply thereafter).
(3) Method for Determining the Company’s Shares to be Delivered to the Directors and the Upper
Limit1) Method, etc. of Granting Points to the Directors
The Company shall grant points to each director on the grant date of points stipulated in the
Share Delivery Rules during the trust period based on the position, tenure, business performance
during three consecutive business years from the business year beginning immediately before the startdate of the relevant Service Period to the business year, and ending immediately before the end dateof the relevant Service Period, in accordance with the Share Delivery Rules established by the Boardof Directors of the Company.
However, the total number of points to be granted to directors shall be limited to 375,000 points
per year, taking into consideration the fact that points may be granted during a maximum of threeoverlapping Service Periods in the event of resignation in the middle of a Service Period, or else.
2) Delivery of the Company’s Shares Corresponding to the Number of Points Granted
Directors shall be delivered with the Company’s Shares based on the number of points grantedin 1) above in accordance with the procedure in 3) below. However, in the case of directors’
resignation without a reason deemed justifiable by the Company, etc., all or part of the points granted
up to that point of time shall be forfeited, and no Company’s Shares corresponding with the forfeited
points shall be delivered to the directors.
In addition, one point shall be equal to one Company’s Share. However, in the cases it isconsidered reasonable to adjust the number of the Company’s Shares to be delivered, including a
stock split and stock consolidation, etc., the number of the Company’s Share per point shall be
adjusted in accordance with such split ratio, consolidation ratio, etc.

33

[Translation: For reference only]
3) Delivery of the Company’s Shares to Directors
In principle, each director shall acquire the beneficiary right of the Trust by following theprescribed procedures each time he/she receives the point granted after the end of each Service Period,
and receive the Company’s Shares described in 2) above from the Trust, as a beneficiary of the Trust.
However, a certain percentage of the Company’s Shares may be sold and converted into cash by
the Trust and delivered in cash in lieu of the Company’s Shares, for the purpose of collecting funds
for the withholding tax, etc. by the Company. In addition, in the case that the Company’s Shares in
the Trust have been liquidated for cash, including where the Company’s Shares in the Trust have been
applied for a tender offer and settled, cash may be delivered in lieu of the Company’s Shares.
4) Treatment of Non-Domestic-Resident Directors.
In the case that eligibles for the Plan include directors who are non-domestic-residents and theCompany’s Board of Directors deems it reasonable due to legislation in the country of residence orother reasons, the Company may, in lieu of the delivery of the Company’s Shares and money throughthe Trust, deliver shares or money equivalent to such shares and money directly from the Company
in accordance with the similar framework. In this case, the method of payment of remuneration, etc.
shall be (i) the method whereby cash is paid from the Company, (ii) the method whereby monetary
remuneration claims are given to directors based on a resolution of the Company’s Board of Directors,
and common shares of the Company are issued or disposed of to such directors by having all of suchmonetary remuneration claims contributed in kind, or (iii) the method of combining the above (i) and(ii).
The amount of cash (including monetary remuneration claims) and the number of shares to bedelivered from the Company directly to the directors as remuneration, etc. shall not exceed the
maximum amount of money set forth in (2) above and the maximum number of shares to be delivered
calculated pursuant to the provision of (3) above, either in individual or in the aggregate with theamount of contribution of money pertaining to the Trust and the number of shares to be delivered
equivalent to the number of points to be granted.

34

[Translation: For reference only][Reference] System of Remuneration Plans for Directors
In the event that the Sixth Proposition of “Determination on the Amount and Details of NonPerformance-Linked Share-Based Remuneration, etc. for Directors” and the Seventh Proposition of“Determination on the Amount and Details of Medium-Term Performance-Linked Share-based
Remuneration, etc. for Directors (Excluding Outside Directors)” are approved and passed as proposed, thesystem of remuneration plans for the Company’s directors (The remuneration for directors excluding outside
directors (hereinafter, the “Internal Directors”) includes salaries/bonuses-for-employee to directors who
concurrently serve as executive officers.) is as follows:(Before the change)
Non-Performance-Linked
Remuneration, etc.
Monetary
Non-Monetary
Remuneration
Remuneration, etc.

Fixed
Remuneration

Restricted Sharebased
Remuneration (RS)Internal Directors○○

Outside Directors○-

Performance-Linked
Remuneration, etc.
Monetary
Non-Monetary
Remuneration
Remuneration, etc.
Medium-Term
Short-Term
PerformancePerformanceLinked
LinkedShare-based
Remuneration
Remuneration(Current PSU)
○
(*1)
-

○
-

(After the change)

Internal Directors(Domestic
Residents)
Internal Directors(Domestic-NonResidents)

Non-Performance-Linked
Remuneration, etc.
Monetary
Non-Monetary
Remuneration
Remuneration, etc.

Performance-Linked
Remuneration, etc.
Monetary
Non-Monetary
Remuneration
Remuneration, etc.

Fixed
Remuneration

Non-PerformanceLinked ShareBasedRemuneration(Restricted ShareBasedRemuneration)

Short-Term
PerformanceLinked
Remuneration

Medium-Term
PerformanceLinked
Share-BasedRemuneration(Share Delivery
Trust for Directors)

○

○

○
(*1)

○

○

○
(*2)

○
(*1)

○
(*3)

○
(*2)
*1 Short-term Performance-Linked Remuneration is paid annually at certain time as bonuses-foremployee to directors who concurrently serve as executive officers.
*2 In the event that the Company’s Board of Directors deems it reasonable due to legislation in the
country of residence or other reasons, the Company may deliver shares (“Restricted Share Unit
(RSU)”) or cash, as a Post-Delivery Non-Performance-Linked Remuneration, after the end of
three years (term equivalent to three years of tenure as a director) in lieu of the delivery ofRestricted Share-Based Remuneration.

Outside Directors○

35

[Translation: For reference only]*3 In the event that the Company’s Board of Directors deems it reasonable due to legislation in the
country of residence or other reasons, the Company may deliver shares or cash equivalent to suchshares or cash directly from the Company in accordance with the similar framework in lieu of thedelivery of shares and cash to the directors through the Share Delivery Trust for Directors.

36

[Translation: For reference only]
Business Report(From April 1, 2023 to March 31, 2024)
1.

Important Matters Concerning the Current Status of the Corporate Group(1) Progress and results
Revenue
2,859.0 billion
yen(127th Business
Term)

Operating income

Income before
income taxes
282.2 billion yen

273.1 billion yen
YoY
+3.6%

YoY
+1.3%

(127th Business
Term)



(127th Business
Term)



YoY
+12.4%

Net income attributable
to FUJIFILM Holdings
219.4 billion yen(127th Business
Term)

YoY
+11.0%

2,960.9 billion yen

276.7 billion yen

317.3 billion yen

243.5 billion yen(128th Business Term)(128th Business Term)(128th Business Term)(128th Business Term)

During the fiscal year ended March 31, 2024, the global economy showed weakness in certain regions suchas China, where the real estate market condition was stagnant. However, in the U.S., there was economic
expansion including increases in personal consumption and capital investment. In the Japanese economy,
the employment and income environment has improved, and corporate capital investment is also
recovering.
In the fiscal year under review, the Fujifilm Group recorded 2,960.9 billion yen in consolidated revenue (up3.6% year-over-year), reflecting sales increases mainly in the medical systems business of the Healthcare
segment and in the Imaging segment.
Operating income increased to 276.7 billion yen (up 1.3% year-over-year). Income before income taxes
amounted to 317.3 billion yen (up 12.4% year-over-year), and net income attributable to FUJIFILM
Holdings amounted to 243.5 billion yen (up 11.0% year-over-year).

We updated our record revenue, operating income and net income attributable to FUJIFILM Holdings.
The following is the status of business by segment.
Healthcare Segment
Revenue composition ratio

32.9%
Revenue
928.8 billion yen(127th Business
Term)

Operating income
102.8 billion yen
YoY(127th Business
-5.2%
Term)

YoY
+5.0%





975.1 billion yen

97.4 billion yen(128th Business Term)(128th Business Term)

Medical systems

Revenue increased mainly due to steady sales of endoscopes and CT/MRI systems. In the endoscopes
field, revenue increased significantly, reflecting sales growth mainly in Japan, the U.S., Europe andChina. In the CT/MRI field, revenue increased due to higher sales in South/Central America, theMiddle East and India.
Bio CDMO

Revenue increased mainly due to productivity improvements at the Denmark site as well as favorable
progress in contract manufacturing of antibody drugs. In March 2024, we signed a long-term agreement37[Translation: For reference only]with Janssen Supply Group, LLC, a Johnson & Johnson group company, for contract manufacturing of
biopharmaceuticals at a large-scale facility under construction at the North Carolina site in the U.S.
(scheduled to be operational in 2025).
LS solutionsIn the life sciences business, sales of cell culture media for antibody drug production recovered andsales of iPS cells for use in drug discovery also fared well. Another factor behind higher revenue wasrevenue from granting a license to BlueRock Therapeutics LP, to develop and commercialize iPS cellbased therapies for retinal diseases.
*

Since the fiscal year ended March 31, 2024, revenue and operating income from the Nondestructive Inspection business were reclassified from the Materials segment to the Healthcare
segment.
Materials Segment
Revenue composition ratio

23.3%
Revenue
681.8 billion yen(127th Business
Term)

Operating income
65.4 billion yen
YoY(127th Business-34.5%
Term)

YoY
+1.2%





690.0 billion yen

42.9 billion yen(128th Business Term)(128th Business Term)

Electronic materialsDespite the stagnant semiconductor market conditions, revenue climbed due to contributions from thesemiconductor process chemicals business acquired from Entegris, Inc. of the U.S. in October 2023.
Display materials

Revenue increased compared to the previous year when the entire supply chain was in a production
adjustment phase.
Other advanced materials

Revenue declined mainly due to sluggish demand for data archiving tapes, as major IT companies cut
back on investment in data center construction, and lower sales of EXCLEAR sensor film for touch
panels, which were affected by weak demand for business PCs.
Graphic communications

Revenue from printing plates decreased due to weak demand for printed materials mainly in Europe
and the U.S.


In the inkjet field, revenue decreased due to slower sales of inkjet printheads for the ceramic market,
affected by stagnant real estate market conditions in China and sluggish demand in Europe stemmingfrom monetary tightening.

38

[Translation: For reference only]
Business Innovation Segment

Revenue composition ratio
27.9%
Revenue
838.1 billion yen(127th Business
Term)

Operating income
69.5 billion yen
YoY(127th Business
+1.8%
Term)

YoY
-1.4%





826.1 billion yen

70.8 billion yen(128th Business Term)(128th Business Term)

Office solutions

Revenue decreased, mainly hit by lower exports to Europe and the U.S., despite expansion of OEM
supply, the effect of worldwide sales price revisions and other favorable factors.
Business solutions

Revenue rose mainly due to an increase in sales of digital transformation (DX)-related solutions.

Imaging Segment

Revenue composition ratio
15.9%
Revenue410.3 billion yen(127th Business
Term)

Operating income
72.9 billion yen
YoY(127th Business+39.9%Term)

YoY+14.5%



469.7 billion yen

101.9 billion yen(128th Business Term)(128th Business Term)

Consumer imaging

Steady sales of the INSTAX instant photo systems drove revenue higher. In addition to the existingproduct lineup, sales of high value-added products, mainly INSTAX mini Evo, a digital technologyequipped hybrid instant camera, and INSTAX Pal, a palm-sized camera launched in October 2023,
fared well.
Professional imaging

Revenue increased as sales of digital cameras remained strong. As well as strong sales of the X-H2, XH2S, and X-T5, which were released in the previous fiscal year, sales of the X-S20, which was releasedin June 2023, and the GFX100 II, which was released in September 2023, were also strong. In March
2024, we launched the FUJIFILM X100VI, the latest model in the X100 series of high-end compact
digital cameras.

39

[Translation: For reference only](2) CSR (Corporate Social Responsibility) Initiatives


Our Approach to CSR and Long-Term CSR Plan Sustainable Value Plan 2030 (SVP2030)
Based on our approach to CSR of contributing to the sustainable development of society throughsincere and fair business activities, the Fujifilm Group is working on two axes of activities: “resolvingsocial issues through our business activities” and “considering the environment and society in businessprocesses.” Sustainable Value Plan 2030 (SVP2030), our CSR plan targeting FY2030, sets forth fourareas: Environment, Health, Daily Life and Work Style. Our activities in these areas during the fiscal
year under review were as follows. We will continue to promote various initiatives to achieve thetargets of our medium-term management plan VISION2030 and SVP2030, with the aim of realizing asustainable society.
Environmental initiatives
The Company aims to achieve practically zero CO2 emissions from in-house energy consumption (*1)
by FY2040. Throughout the entire lifecycle of products, from raw materials procurement,
manufacturing and transportation to use and disposal, we aim to halve CO2 emissions (compared with
FY2019) by FY2030.
Toward achieving these targets, we are promoting Green Value Manufacturing, which means
manufacturing activities with lower environmental impact. This involves working to decarbonize ourelectricity use by introducing renewable energy in addition to saving energy initiatives. From April
2024, we switched our electricity usage at our head office and major research and development sites torenewable energy. We have also introduced virtual PPA (*2) at our Group locations in Denmark and allof them in North America (the U.S. and Canada). We have announced that during FY2025, we will
substantially switch to renewable energy for all electricity used at these sites. We also aim to switch tofuels that do not emit CO2, not only for electricity but also for fuels needed in the manufacturing
process.
We operate the Green Value Products certification program, which internally certifies products andservices with excellent environmental performance. We have set a target of increasing the sales fromour certified products and services to 60% of the Group’s total sales by FY2030. In the fiscal year
under review, such products and services accounted for around 30% of total sales.
Our activities in this area have earned us strong recognition. In the fiscal year under review, we werenamed to the “A List,” the highest rating in the Climate Change category in a corporate survey
conducted by CDP, an international non-profit organization that evaluates corporate environmental
initiatives. Our FY2030 greenhouse gas emissions reduction targets have been validated as the 1.5℃
target by the Science Based Targets Initiative.
*1

Direct emissions from the Company during the product manufacturing stage (Scope 1) andindirect emissions from the use of electricity and steam supplied by other companies (Scope 2).

*2

PPA (Power Purchase Agreement) is an agreement for the long-term purchasing of electricity thatis concluded between a user and a power generation company. PPA can be an on-site PPA, wherea power generation facility is installed on the user’s premises, or an off-site PPA, where thepower generation facility is installed off-site from the user’s premises. Off-site PPA is subdivided
into a physical PPA, where electricity is procured from the installed power generation facility
through a transmission network, and a virtual PPA, where only the environmental value of theelectricity is procured.

Health initiatives
With fewer side effects than low-molecular drugs, biopharmaceuticals offer the potential for strong
therapeutic effects for many diseases and symptoms that could not be treated until now, and global
demand is expected to grow further. Manufacturing biopharmaceuticals requires advanced production
technology and equipment, and a growing number of pharmaceutical companies are outsourcing theirprocess development and manufacturing to CDMOs (*3). The Fujifilm Group has industry-leading40

[Translation: For reference only]
culture technology, high-productivity technology and advanced equipment. We offer one-stop
integrated contract manufacturing for biopharmaceuticals, from production process development andactive pharmaceutical ingredients to contract formulation and packaging. We are currently increasing
capacity and building new plants in Europe and the U.S. Within FY2024, we are on track to launch thefirst investment in the Denmark site, which we will ramp up toward full-scale operation. We are also
in talks with major pharmaceutical companies toward the full-scale operation of the new U.S. site,which is currently under construction, and our second investment in the Denmark site. Throughcontinued strategic investments, we will expand production capacity and secure contracts withpharmaceutical companies simultaneously with a view to realizing early contributions to earnings.
In the medical systems business, we established two new NURA health screening centers mainly
focusing on cancer screening in India and one in Mongolia. We have also promoted efforts to control
tuberculosis, particularly in developing countries, using a mobile X-ray imaging system equipped withmedical AI technology. By FY2030, we aim to open 100 NURA locations around the world,
introducing and developing products and services using medical AI technology in 196 countries. As ofthe end of the fiscal year under review, we had five NURA locations and had introduced products andservices using medical AI technology in 100 countries. We are also focusing on creating a workplace
where employees, the source of our corporate value, can thrive mentally and physically and play
active roles over the long term. In FY2022, we established FUJIFILM Mediterrace Yokohama, where
we provide high-quality health screening services to Group employees. We have also established KPIs
for five priority areas (*4) including cancer and lifestyle-related diseases, and are promoting actions toretain seven healthy behaviors (*5) among employees. In recognition of these efforts, we have been
selected as a Health & Productivity Stock for the fourth consecutive year since FY2020 in a program
jointly organized by the Ministry of Economy, Trade and Industry (METI) of Japan and the Tokyo
Stock Exchange.
*3

CDMO is an abbreviation of Contract Development & Manufacturing Organization. The Group
provides a wide range of services in drug development and contract manufacturing processes topharmaceutical companies and other customers.

*4

The five priority areas we have identified are: lifestyle-related diseases, smoking, cancer, mental
health, and long working hours.

*5

Behaviors considered important for all employees to develop healthy lifestyle habits. There is acorrelation between the number of items implemented for these behaviors and employee
performance, etc.

Daily Life initiatives
Improving infrastructure and building an environment where everyone can live safely and securely aresome important factors in realizing a healthy and sustainable society. In October 2023, we beganproviding a digital transformation (DX) solution for tunnel inspections. It boosts the efficiency oftunnel inspection operations using state-of-the-art optical technology, image processing technology,
and AI. Also in October 2023, we completed the acquisition of the semiconductor process chemicalbusiness of Entegris, Inc., to accelerate our growth business in the semiconductor materials businessby capturing new semiconductor demand fueled mainly by advances in AI/IoT and 5G. As a result of
this acquisition, we have added seven locations to the 11 existing manufacturing sites of oursemiconductor materials business, including its first manufacturing site in Southeast Asia. Our robust
manufacturing system now has a total of 18 locations worldwide. Using all 20 locations, including
Kumamoto and South Korea, which will be operational from 2024, we will continue contributing to
the resilience of the supply chain in the semiconductor industry.
Work Style initiatives
We are promoting CHX (Customer Happy Experience), which aims to embody successful customer
experiences through corporate DX activities. In June 2023, we launched IT Expert Services. Tailoredto customers’ needs, this integrated IT support service covers IT asset visualization, operation and41

[Translation: For reference only]
management, and environmental improvement support. In October, we launched FUJIFILM IWpro, acloud service specifically developed mainly for small and medium-sized enterprises. We provide
workspaces for acquiring, utilizing and storing data all in one place. By connecting these with thevarious business systems that our customers use, we support transformation in a wide variety ofbusiness processes, promoting further DX among our customers.


Investing in human capital
We aim to foster employees who see changes as opportunities for growth and actively embracechallenges. To this end, we have put in place two pillars of our human resource development: “acquire
the foundations of work (strengthen problem formulation ability)” and “acquire the foundation for
self-growth (“+ STORY” self-development program).” We provide a variety of educational programsfor our employees, aiming to create a highly engaged organization where each diverse employee uses
their personality and abilities to the full. These comprehensive efforts have been recognized at the twoleading human resources-related awards in Japan. We were honored with the Award for Excellence inthe Human Resources Development category at the Japan HR Challenge Awards and the Top Prize in
the Corporate Personnel Division category at the Nihon-no-Jinjibu HR Award. We will continue tofurther strengthen our efforts toward continuing to grow as a company creating change ourselves.
Creating a workplace where diverse human resources can play active roles
In October 2023, we established the DE&I (*6) Promotion Committee, with the DE&I vision ofcelebrating the power of diverse stories. Nurturing firmly each employee’s individuality, values andexperience and valuing our open, fair and clear corporate culture, we will create an energetic work
culture where everyone recognizes and enhances each other’s diversity, thereby aiming to achieve theGroup’s Purpose.
For DE&I, we have set KPIs such as the percentage of non-Japanese employees in key positions andthe percentage of women in managerial positions. On a global level, we will increase the number of
employees who can pursue innovation by themselves as they persistently carry business forward.
Seeing this as key to creating even greater synergies within the Group, we are working to acquire anddevelop diverse human resources. Specifically, we are expanding opportunities for employees who arecapable and highly motivated to play active roles. We are also promoting talented employees
regardless of their nationality. In the fiscal year under review, the percentage non-Japanese employees
in key positions across the Group was 28%. We have set a target of increasing this to 35% by FY2030.
In the fiscal year under review, the percentage of women in managerial positions was 17% globallyand 7% in Japan. We aim to increase these percentages to 25% and 15%, respectively, by FY2030.
*6

Abbreviation for Diversity, Equity & Inclusion. The idea aims to make organizations diverse andinclusive not by providing the same tools and resources to everyone, but by giving eachindividual the right tools and resources for their situation and ensuring fairness.

Promoting activities to improve employee engagement
We believe that if we maintain a highly engaged organization where employees support the Group’s
Purpose of the Company and act proactively, corporate growth will follow. To measure engagement
across the Group, since 2022, we have been conducting an employee engagement survey of around77,000 Group employees worldwide. Over the past two years, the survey response rate has been highat over 90%, with an engagement score (*7) of 80% for a result of “good overall.” We will continue
carrying out the survey each year so that we can continuously recognize the issues faced by the Group.
Based on the results of the survey, we will hold discussions in the workplace about the strengths of ourorganization and the issues for improvement. We will listen closely to the voices of our employees,
and follow a cycle of changing the issues that need to be improved one by one. We will improve
employee engagement throughout the Group, aiming to achieve the growth of each individual and of
our organization.

42

[Translation: For reference only]*7

Percentage of people who chose positive responses (top 2 on a 5-point scale) from the choices fora given question. As an indicator, “Sustainable Engagement” is used to measure employees’
empathy with the company’s philosophy and vision and their willingness to help achieve thecompany’s goals. A high score indicates that the employee has a strong sense of initiative andenthusiasm for contribution.

Promoting the development of DX human resources
Increasing the efficiency of business processes using AI technology and ICT and building new
business models through DX are the keys to accelerate the growth of businesses that contribute tosolving social issues. Based on our DX human resource development structure, the Group provides its
employees with a range of educational programs, including basics education to give them a mindset inpromoting DX and to arm them with knowledge and equip them with skills. We are also supporting
employees by providing a DX practitioner community as well as an education portal offering elearning and other content.
(3) Capital investment
The total amount of capital investment carried out in the fiscal year ended March 31, 2024 was 422.1
billion yen.
Billions of yen
Fiscal year under review(128th Business Term)
347.3
46.7
16.7
10.1
1.3
422.1

Segment
Healthcare segment
Materials segment
Business Innovation segment
Imaging segment
Company as a whole
Total(4) Funding
Not applicable.
(5) Issues to be addressed
On the occasion of our 90th anniversary on January 20, 2024, we established the Fujifilm Group’s Purpose“Giving our world more smiles.” Since our foundation, we have brought smiles to people’s faces throughour products and services based on our advanced and proprietary technologies. As we approach our 100th
anniversary and beyond, we remain committed to resolving social issues through all of our businesses, andeach and every one of our employees will continue to challenge themselves with their aspirations to bringhappy smiles to people around the world many times over.
We have formulated VISION2030, a medium-term management plan with FY2030 as the final year.
Sustainable Value Plan 2030 (SVP2030) is the CSR plan that we put in place in 2017 to target FY2030.
From the perspective of “resolving social issues through our business activities” and “considering theenvironment and society in business processes,” we have set goals in four priority areas, namely
Environment, Health, Daily Life and Work Style, as well as supply chain and governance which serve as
the basis of our business activities, with an aim to contribute to the realization of a sustainable society. We
have formulated VISION2030 as a detailed action plan for achieving the goals of SVP2030.
In VISION 2030, we set the ideal state of the Fujifilm Group in FY2030 as “a collection of global top-tierbusinesses that further enhances the corporate value of the Fujifilm Group by promoting management thatemphasizes profitability and capital efficiency, changing the world step-by-step and creating value (moresmiles) for various stakeholders.” To achieve this goal, we have prioritized (1) focusing on growth43

[Translation: For reference only]
investment and profitability, (2) improving capital efficiency, (3) strengthening R&D management, and (4)ensuring return on investment, and has formulated appropriate strategies for each segment whilestrengthening its business portfolio management.
In business portfolio management, each business is classified into “earnings base,” “growth driver,”“new/future potential,” and “value reconstruction” based on the two axes of market attractiveness and thecompany’s profitability. For businesses positioned as “value reconstruction,” new strategies will be
formulated and implemented to shift them to “earnings base.” In addition, we will implement growthinvestment of 1.9 trillion yen (*), a higher allocation than in the previous medium-term management plan
VISION2023, mainly in “new/future potential” and “growth drivers” such as bio CDMO andsemiconductor materials.
Through these efforts, we target revenue of 3,450.0 billion yen, operating income of 360.0 billion yen, andnet income attributable to FUJIFILM Holdings of 270.0 billion yen in FY2026. In FY2030, the final yearof VISION2030, we aim to achieve revenue of 4 trillion yen and operating margin of 15% or higher, ROE
of 10% or higher and ROIC of 9% or higher.
*

Total R&D and capital expenditures for FY2024-FY2026[Financial targets]
Revenue
Operating income
Net income
attributable to
FUJIFILM
Holdings
ROE
ROIC
CCC

FY2023 results

FY2024FY2026

FY20302,960.9 billion yen

3,100.0 billion yen

3,450.0 billion yen

276.7 billion yen

300.0 billion yen

360.0 billion yen

4 trillion yen
Operating margin
15% or higher

243.5 billion yen

240.0 billion yen

270.0 billion yen

-

8.2%
5.6%
116 days

7.8%
5.4%
115 days

8.1%
5.8%
112 days

10% or higher
9% or higher-

Priority items to be addressed(1) Focus on growth investment and profitability

We will actively invest in bio CDMO and semiconductor materials businesses, which are
expected to expand in the market and are growth areas and will achieve an operating margin of
10% or higher in all businesses through margin-oriented business operations.

(2) Improvement of capital efficiencyWe will focus on ROIC as a KPI to increase the efficiency of capital invested and combine it withour capital policy to improve ROE.

(3) Strengthening R&D management

We will increase resources to promote the commercialization of research themes in areas close to
our businesses, and in basic research, we will improve the accuracy and speed ofcommercialization by more carefully selecting themes that will lead to the creation of new
businesses.

(4) Ensuring return on investment returns


We will improve the profitability of the medical diagnostic imaging business acquired from
Hitachi, Ltd. in 2021. Synergies will also be realized from the semiconductor process chemicals
business acquired from Entegris, Inc. in 2023. We will also ensure profit generation throughactive capital investment in bio CDMO and semiconductor materials businesses.

44

[Translation: For reference only]*

For the targets and strategies of each segment, please refer to the medium-term management plan
VISION2030 briefing materials published in the IR Materials section under the Investor Relations
page of the Company website.

URL of the briefing materials → https://ir.fujifilm.com/ja/investors/ir-materials/presentations.html (inJapanese)45

[Translation: For reference only](6)

Trends in assets and operating results
Category

Revenue (Millions of yen)
Operating income (Millions ofyen)
Income before income taxes(Millions of yen)
Net income attributable to
FUJIFILM Holdings (Millionsof yen)Basic net income attributable to
FUJIFILM Holdings per share(Yen)
ROE (%)ROIC (%)
Total assets (Millions of yen)
Total FUJIFILM Holdings
shareholders’ equity (Millionsof yen)125th Business
Term
Fiscal 2020

126th Business
Term
Fiscal 2021

127th Business
Term
Fiscal 2022

2,192,519

2,525,773

2,859,041

128th Business
Term
Fiscal 2023
(Current term)
2,960,916

165,473

229,702

273,079

276,725

235,870

260,446

282,224

317,288

181,205

211,180

219,422

243,509151.09175.78182.40202.298.7
4.3
3,549,203

9.0
5.6
3,955,280

8.3
6.1
4,134,311

8.2
5.6
4,783,460

2,204,566

2,502,657

2,763,145

3,169,247

Notes: 1. The Consolidated Financial Statements of the Company are prepared in accordance withaccounting principles generally accepted in the U.S.
2. Basic Net income attributable to FUJIFILM Holdings per share is calculated based on the
average number of shares for the period, which excludes the number of shares of treasury stock.
3. The Company implemented a 3-for-1 stock split of its common stock on April 1, 2024. “Basic
Net income attributable to FUJIFILM Holdings per share” is calculated on the assumption thatthe stock split was implemented at the beginning of the 125th Business Term.
(7)

Significant subsidiaries (as of March 31, 2024)
Company name

FUJIFILM Corporation
FUJIFILM Business Innovation
Corp.
FUJIFILM Healthcare Corporation
FUJIFILM Wako Pure Chemical
Corporation
FUJIFILM Medical Co., Ltd.
FUJIFILM Graphic Solutions
Corporation
FUJIFILM Imaging Systems Co.,Ltd.
FUJIFILM Business Innovation
Japan Corp.
FUJIFILM Europe GmbH
(Germany)
FUJIFILM Diosynth
Biotechnologies Denmark ApS(Denmark)
FUJIFILM Manufacturing Europe
B.V.
(Netherlands)

Ratio ofownership(%)

Principal business

100

Oversight of business strategies of the Healthcare, Materials, andImaging segments, and manufacturing and sales of related products
and services
Oversight of business strategies of the Business Innovation segment,
and manufacturing and sales of related products and services
Manufacturing and sales of medical diagnostic products and services
Manufacturing and sales of reagents, chemical products, and clinicaltesting reagents
Sales of medical diagnostic products and services

100

Sales of printing equipment, etc.

100

Sales of photosensitive materials, digital cameras, etc., and provisionof image and information services

100

Sales of office MFPs and printers, solutions and services, etc.

100

Oversight of sales strategies in the European region, and sales of
medical diagnostic products and services, printing equipment,
photosensitive materials, etc.

100

Contract manufacturing and sales of biopharmaceuticals

100

Manufacturing of cell culture media, photosensitive materials, etc.

100
100
100
100

46

[Translation: For reference only]
Company name
FUJIFILM North America
Corporation(U.S.)
FUJIFILM Electronic Materials
U.S.A., Inc.
(U.S.)
FUJIFILM (China) Investment
Co., Ltd.
(China)
FUJIFILM Imaging Systems(Suzhou) Co., Ltd.
(China)
FUJIFILM Asia Pacific Pte. Ltd.
(Singapore)
FUJIFILM Business Innovation
Asia Pacific Pte. Ltd.
(Singapore)
FUJIFILM Business Innovation
Australia Pty Ltd(Australia)
FUJIFILM Business Innovation(China) Corp.
(China)
FUJIFILM Manufacturing
Shenzhen Corp.
(China)Ratio ofownership(%)

Principal business

100

Sales of printing equipment, photosensitive materials, digital cameras,
etc.

100

Manufacturing and sales of electronic materials

100

Oversight of sales strategies of the Healthcare, Materials, and Imaging
segments in China, and sales of medical diagnostic products,
photosensitive materials, digital cameras, etc.

100

Manufacturing of digital cameras, instant photo system devices, etc.

100
100

Oversight of sales strategies of the Healthcare, Materials, and Imaging
segments in the Asia-Pacific region, and manufacturing and sales ofphotosensitive materials, digital cameras, etc.
Oversight of business management of the Business Innovation
segment in the Asia-Pacific region, and sales of office MFPs andprinters, solutions and services, etc.

100

Sales of office MFPs and printers, solutions and services, etc.

100

Sales of office MFPs and printers, solutions and services, etc.

100

Manufacturing and sales of office MFPs and printers, etc.

Notes: 1. The above ratio of ownership represents those of the Company or its subsidiaries.
2. The number of consolidated subsidiaries was 272, including the above 20 significant
subsidiaries, and the number of companies accounted for by the equity method was 29.
3. The status of the specified wholly owned subsidiary as of March 31, 2024 was as follows:
Name of specified wholly owned subsidiary:
FUJIFILM Corporation
Address of specified wholly owned subsidiary:
26-30, Nishiazabu 2-chome, Minatoku, Tokyo, Japan
Book value of shares of specified wholly owned
1,150,967 million yen
subsidiary at the Company:
Amount of total assets of the Company:
1,896,300 million yen
The book value of shares of the specified wholly owned subsidiary at the Company and theamount of total assets of the Company are rounded down to the nearest unit.
(8)

Principal business (as of March 31, 2024)

The principal business of the Fujifilm Group is the manufacturing and sales of, and the provision ofservices related to the products given below.
Segment
Healthcare segment

Materials segment
Business Innovation segment
Imaging segment

Main products and services

Equipment and materials for medical systems, contract development
and manufacturing of biopharmaceuticals, drug discovery support
such as iPS cells, cell culture media and reagents, pharmaceuticals,
cosmetics and supplements, etc.
Electronic materials, display materials, industrial equipment, finechemicals, equipment and materials for graphic communication, inks
and industrial inkjet printheads, etc.
Digital MFPs, solutions and services, etc.
Instant photo systems, color films, services and equipment forphotofinishing, digital cameras, optical devices, etc.

47

[Translation: For reference only]
Note: As of FY2024, the graphic communication business, which includes equipment and materials forgraphic communication, and inks and industrial inkjet printheads, has been moved from the“Materials” segment to the “Business Innovation” segment, and accordingly, the name of thebusiness segment that was previously disclosed as “Materials” has been changed to “Electronics.”(9)

Significant Corporate Reorganization, etc.

Details of major M&As and reorganizations conducted during the fiscal year under review are as follows:In order to ensure flexible business operations of the Fujifilm Group’s bio CDMO businessand to strengthen the business foundation, FUJIFILM Corporation made FUJIFILM
Diosynth Biotechnologies UK Limited in the U.K. and FUJIFILM Diosynth
Biotechnologies U.S.A. Inc. (*) in the U.S., which conduct contract development andmanufacturing of biopharmaceuticals, into wholly-owned subsidiaries in June 2023.

In order to build a more flexible and robust production system for advanced materials,
FUJIFILM PHOTO MANUFACTURING CO. LTD. absorbed four domestic production
companies (FUJIFILM Media Manufacturing CO., LTD., FUJIFILM SHIZUOKA Co., Ltd.,
FUJIFILM Optomaterials Co., Ltd., FUJIFILM Kyushu Co., Ltd.) through merger in July
2023, and the trade name was changed to FUJIFILM MATERIAL MANUFACTURING CO.,LTD.



FUJIFILM Corporation acquired, through a U.S. subsidiary, the semiconductor process
chemicals business of Entegris, Inc., a U.S. semiconductor materials manufacturer, in
October 2023 to accelerate the growth of the electronic materials business by strengthening
its ability to meet customer needs based on a broader product lineup in the electronicmaterials business and building a more robust global manufacturing system.

In October 2023, FUJIFILM Healthcare Systems Corporation transferred its electronic
medical record and medical-receipt systems related business to Wemex Corporation, a
subsidiary of PHC Holdings Corporation.

* FUJIFILM Diosynth Biotechnologies U.S.A. Inc. became a wholly-owned subsidiarythrough FUJIFILM Corporation’s U.S. subsidiary.
(10) Principal offices and plants (as of March 31, 2024)(i)

FUJIFILM Holdings Corporation

Nishiazabu Office
Tokyo Midtown Office26-30, Nishiazabu 2-chome, Minato-ku, Tokyo,Japan
7-3, Akasaka 9-chome, Minato-ku, Tokyo, Japan(ii) Subsidiaries
Office name (Location)
FUJIFILM Corporation
Headquarters (Tokyo)
Production sites (Kanagawa Pref. and
Shizuoka Pref.)Research sites (Kanagawa Pref., Shizuoka
Pref. and Saitama Pref.)Major subsidiaries on the left
Subsidiaries in Japan
FUJIFILM Healthcare Corporation (Tokyo)
FUJIFILM Wako Pure Chemical Corporation(Osaka)
FUJIFILM Medical Co., Ltd. (Tokyo)
FUJIFILM Graphic Solutions Corporation(Tokyo)
FUJIFILM Imaging Systems Co., Ltd. (Tokyo)
Overseas subsidiaries
FUJIFILM Europe GmbH (Germany)
FUJIFILM Diosynth Biotechnologies Denmark48

[Translation: For reference only]

FUJIFILM Business Innovation Corp.
Headquarters (Tokyo)
Research site (Kanagawa Pref.)ApS (Denmark)
FUJIFILM Manufacturing Europe B.V.
(Netherlands)
FUJIFILM North America Corporation (U.S.)
FUJIFILM Electronic Materials U.S.A., Inc.
(U.S.)
FUJIFILM (China) Investment Co., Ltd. (China)
FUJIFILM Imaging Systems (Suzhou) Co., Ltd.
(China)
FUJIFILM Asia Pacific Pte. Ltd. (Singapore)
Subsidiary in Japan
FUJIFILM Business Innovation Japan Corp.
(Tokyo)Overseas subsidiaries
FUJIFILM Business Innovation Asia Pacific Pte.
Ltd. (Singapore)
FUJIFILM Business Innovation Australia Pty
Ltd (Australia)
FUJIFILM Business Innovation (China) Corp.
(China)
FUJIFILM Manufacturing Shenzhen Corp.
(China)(11) Status of employees (as of March 31, 2024)
Segment
Healthcare segment
Materials segment
Business Innovation segment
Imaging segment
Company-wide (common)
Total

Note:

Number of employees
20,743
13,77827,6686,208
3,857
72,254

The number of employees indicates the number of employees actually at work.

(12) Major creditors (as of March 31, 2024)
Creditor
Sumitomo Mitsui Banking Corporation

Amount borrowed (Millions of yen)
229,00049

[Translation: For reference only]
2.

Matters Relating to Shares of the Company (as of March 31, 2024)(1) Total number of shares
Authorized:

800,000,000 shares

Issued:414,625,728 shares

Notes: 1. The Company implemented a 3-for-1 stock split of its common stock on April 1, 2024. As
a result, the total number of issued shares is 1,243,877,184 shares.
2. In connection with the above stock split, the total number of authorized shares by theCompany stipulated in Article 6 of the Articles of Incorporation was changed to2,400,000,000 shares as of April 1, 2024, in accordance with Article 184, Paragraph 2 of
the Companies Act.
(2) Number of shareholders

126,825(3) Top 10 shareholders
Number of shares held(Thousands of shares)

Name of shareholders

Shareholding
ratio (%)

The Master Trust Bank of Japan, Ltd. (Trust Account)

72,944

18.1

Custody Bank of Japan, Ltd. (Trust Account)

27,654

6.8

Nippon Life Insurance Company

14,133

3.5

State Street Bank West Client - Treaty 505234

8,009

1.9

SSBTC CLIENT OMNIBUS ACCOUNT

7,563

1.8

GOVERNMENT OF NORWAY

5,705

1.4

Mitsui Sumitomo Insurance Company, Limited

5,500

1.3

JP MORGAN CHASE BANK 385781

4,922

1.2

The Bank of New York Mellon 140044

4,750

1.1

Daicel Corporation

4,531

1.1

Notes: 1. The Company holds 13,269,764 shares of treasury stock, but excluded them from the above
shareholders.
2. The shareholding ratio is calculated based on the total number of issued shares deducting thenumber of shares of treasury stock (401,355,964 shares).
3. Number of shares held and shareholding ratio are rounded down to the nearest unit.
(4) Shares delivered during the fiscal year under review to officers of the Company asconsideration for their execution of duties
Category of officers

Number of shares

Directors (excluding outside directors)
Outside directors
Audit & supervisory board members

27,000––

Number of persons
subject to delivery
6––

Note: Shares granted during the fiscal year under review are the Company’s common stock (restricted shares)that are subject to provisions including those concerning a certain restriction period and those concerning
justifiable reasons for the Company to acquire the shares without contribution.

50

[Translation: For reference only]
3.

Matters Relating to Corporate Officers(1) Status of corporate officers
Status of directors and audit & supervisory board members (as of March 31, 2024)
Position andresponsibility
Chairman, Director& Board Chairman
President,
Representative
Director & Chief
Executive Officer
Directors

Name
Kenji Sukeno
Teiichi Goto*

Significant concurrent positions
Chairman & Director of FUJIFILM Corporation
Director of FUJIFILM Business Innovation Corp.
President, Representative Director & Chief Executive Officer of
FUJIFILM Corporation
Director of FUJIFILM Business Innovation Corp.

Masayuki
Higuchi*

Director & Senior Vice President and General Manager ofCorporate Planning Division of FUJIFILM Corporation
Audit & Supervisory Board Member of FUJIFILM Business
Innovation Corp.
Naoki Hama
Corporate Vice President of FUJIFILM Corporation
President, Representative Director & Chief Executive Officer of
FUJIFILM Business Innovation Corp.
ChisatoDirector & Senior Vice President, General Manager of Corporate
Yoshizawa*
Communications Division and General Manager of ESG Divisionof FUJIFILM Corporation
Yoji Ito
Director & Corporate Vice President and General Manager ofAdvanced Materials Strategy Headquarters of FUJIFILM
Corporation
Outside Directors
Kunitaro
Outside Director of ASAGAMI CORPORATION
Kitamura
Outside Audit & Supervisory Board Member of OHBA CO.,LTD.
Makiko Eda
Managing Executive Officer of SUMITOMO CORPORATION
Outside Director of Tokyo Electron Ltd.
Tsuyoshi Nagano
Chairman (Director) of Tokio Marine Holdings, Inc.
Outside Director of Central Japan Railway Company
Ikuro Sugawara
Outside Director of TOYOTA MOTOR CORPORATION
Outside Director of Hitachi, Ltd.
Nobuo Hanada
Full-time Audit & Supervisory Board Member of FUJIFILM
Full-time Audit &Corporation
Supervisory Board
Members
Motoko Kawasaki Full-time Audit & Supervisory Board Member of FUJIFILM
Corporation
Outside Audit &Masataka
Outside Director of Nippon Paint Holdings Co., Ltd.
Supervisory Board
Mitsuhashi
External Director of Skymark Airlines Inc.
Members
Outside Director who is an Audit and Supervisory Committee
Member of Integral Corporation
Tatsuya Inagawa
Attorney at Takahashi Sogo Law Office
Independent Director of Sumitomo Osaka Cement Co., Ltd.
Notes: 1. Mr. Yoji Ito was newly elected as director at the 127th Ordinary General Meeting of Shareholders
held on June 29, 2023 and assumed the office.
2. Directors Mr. Takashi Iwasaki and Mr. Takatoshi Ishikawa retired from office at the close of the127th Ordinary General Meeting of Shareholders held on June 29, 2023 due to the expiry of theirterms of office.
3. Mr. Kunitaro Kitamura assumed the office of Outside Audit & Supervisory Board Member of OHBA
CO., LTD. as of August 25, 2023.
4. Ms. Makiko Eda retired from office as Chief Representative Officer of World Economic Forum Japanon November 15, 2023, and assumed the office of Managing Executive Officer of SUMITOMOCORPORATION as of November 16, 2023.
5. Mr. Tsuyoshi Nagano retired from office as Outside Director of Seiko Group Corporation at the closeof the ordinary general meeting of shareholders of the said company held on June 29, 2023.
6. Mr. Nobuo Hanada has been involved in accounting operations for many years and possesses
considerable insight into finance and accounting.

51

[Translation: For reference only]
7. Mr. Masataka Mitsuhashi is licensed as a certified public accountant and possesses considerable
insight into finance and accounting. Mr. Masataka Mitsuhashi assumed the office of Outside Director
who is an Audit and Supervisory Committee Member of Integral Corporation as of March 26, 2024.
8. Corporate officers marked with an asterisk (*) are those who concurrently serve as Corporate Vice
Presidents.

Reference:
The Company has adopted the Corporate Vice President system, under which Corporate Vice
Presidents execute business in accordance with the basic management policies and strategies
determined by the board of directors.
The name and responsibilities of Corporate Vice Presidents as of March 31, 2024 were as follows:
Position
President
Corporate Vice
Presidents

Name
Teiichi Goto
Masayuki Higuchi

ChisatoYoshizawa
Kazuhisa Horikiri
Seigo Sugimoto
Naoto Yanagihara
Yasushi Zama
Shuzo Takada
Atsushi Sakurai
Yasuhisa Tazawa

Responsibilities
Group Chief Executive Officer (CEO)
Chief Financial Officer (CFO)
General Manager of Corporate Planning Division
In charge of Accounting and Finance Division, Fujifilm Way
Management Innovation, Logistics
General Manager of Corporate Communications Division andGeneral Manager of ESG Division
In charge of Global Audit Division
General Manager of Design Strategy Office
In charge of Brand Management
Chief Digital Officer (CDO)
General Manager of ICT Strategy Division
In charge of Intellectual Property Division
General Manager of Human Resources Division
In charge of Corporate General Administration Division
General Manager of Government Relations Division
General Manager of Legal Division
General Manager of Procurement & Equipment Manufacturing
Division(2) Summary of the liability limitation agreement
The Company has entered into an agreement with outside directors and audit & supervisory board members
shown below to limit their liability for damages under Article 423, Paragraph 1 of the Companies Act,
pursuant to Article 427, Paragraph 1 of the said Act. The liability for damages based on the agreement islimited to the minimum amount provided in Article 425, Paragraph 1 of the Companies Act.
Outside directors:

Mr. Kunitaro Kitamura, Ms. Makiko Eda, Mr. Tsuyoshi Nagano and Mr. Ikuro
Sugawara
Full-time audit & supervisory board members: Mr. Nobuo Hanada and Ms. Motoko Kawasaki
Outside audit & supervisory board members: Mr. Masataka Mitsuhashi and Mr. Tatsuya Inagawa(3) Summary of the directors and officers liability insurance contract
The Company has entered into a directors and officers liability insurance contract with an insurancecompany pursuant to Article 430-3, Paragraph 1 of the Companies Act, which insures directors and audit &supervisory board members of the Company and its specified wholly owned subsidiary. In the event that aclaim for damages is brought by shareholders or third parties, etc., this insurance contract will coverdamages such as legal damages and dispute costs that the insured will bear. However, the Company has
measures in place to ensure that adequate execution of duties by the insured is not compromised, by
excluding claims for damages arising from criminal acts by the insured and acts committed with theknowledge that they violate laws and regulations from such coverage. The entire insurance cost is borne by
the Company and its specified wholly owned subsidiary.

52

[Translation: For reference only](4) Remuneration, etc., for directors and audit & supervisory board members
1)

Total remuneration, etc., for directors and audit & supervisory board members(Total remuneration, etc., for directors and audit & supervisory board members for the fiscal year
under review)

Subject of
remuneration

Total amountof
remuneration,
etc.
(Millions ofyen)

Total amount of remuneration, etc. by type(Millions of yen)
Performance-linked
Non-performance-linked
remuneration, etc.
remuneration, etc.
NonNonmonetary
monetary
Monetary
Monetary
remuneration remuneration, remuneration remuneration,
etc.
etc.
Restricted
Fixed
Performance share units
share-based
remuneration
remuneration
20
6
273
218

NumberofpayeesDirectors
519
12(of whichoutside
[61]
[0]
[0]
[61]
[0]
[4]
directors)
Audit &
4supervisory
66
0
0
66
0
board members(of whichoutside audit &
[24]
[0]
[0]
[24]
[0]
[2]
supervisoryboard members)
Total
585
20
6
340
218
16
(of which
[85]
[0]
[0]
[85]
[0]
[6]
outside officers)
Notes: 1. The Company has introduced the Performance Share Unit Plan (hereinafter, the “PSU Plan”) as
performance-linked remuneration, etc. The details of the PSU Plan are described in the following “2)Matters relating to the policy on decisions on the content of remuneration, etc. for individual
directors, (B) Summary of the Decision Policy, iii. Medium-term performance-linked share-based
remuneration (performance share unit).” The applicable period is from April 1, 2021 to March 31,
2024. The Company selected consolidated revenue, consolidated operating income, ROIC and ESG
indicators, which are indicators in its medium-term management plan, as the basis for calculating theamount or number of the performance-linked remuneration, etc. under the assumption that this willlead to enhancing the eligible directors’ motivation to contribute to stock price growth and to improve
corporate value and operating performance over the medium term. Targets and results of eachindicators under the PSU Plan for the initial eligible period (from April 1, 2021 to March 31, 2024)
are given below.
Indicators
Targets
Results
Consolidated revenue
2,700.0 billion yen
2,960.9 billion yen
Consolidated operating
260.0 billion yen
276.7 billion yen
income
ROIC
6.1%
5.6%
Reduction of 11%
Reduction of 15%(compared with(compared with
ESG indicator*
Fiscal 2019)
Fiscal 2019)(Estimate)* Rate of CO2 emissions reduction in energy used by the Company (Scope 1 + 2)
2. As non-monetary remuneration, etc. for directors (excluding outside directors), (i) under the PSU
Plan, the Company’s shares of common stock will be granted. The details of the PSU Plan are as
described in Note 1. above. In addition, (ii) for the purpose of further encouraging directors to sharethe interests of stock price fluctuations with shareholders, under the restricted share-based
remuneration plan (hereinafter, the “RS Plan”), the Company’s shares of common stock that are
subject to provisions including those concerning a certain restriction period (the period from the day

53

[Translation: For reference only]

3.
4.

5.

6.

7.

2)

the shares are allotted until the day the position as director, etc. or employee of the Company or its
consolidated subsidiary is lost) and those concerning justifiable reasons for the Company to acquire
the shares without contribution will be granted. The details of the RS Plan are described in thefollowing “2) Matters relating to the policy on decisions on the content of remuneration, etc. forindividual directors, (B) Summary of the Decision Policy, iv. Restricted share-based remuneration.”
The amount of remuneration, etc. under the PSU Plan and the RS Plan is the portion of the amountcorresponding to the fiscal year under review that is recorded on the non-consolidated statement ofincome.
(i) The amount of remuneration, etc. for directors was resolved at the 122nd Ordinary General
Meeting of Shareholders held on June 28, 2018 to be 730 million yen or less per year (including 70
million yen or less for outside directors, but excluding the employee portion of salaries and bonuses
for directors concurrently serving as employee). The number of directors as of the conclusion of said
Ordinary General Meeting of Shareholders was ten (including four outside directors).
(ii) Separately from (i) above, the total amount of the monetary remuneration receivables and cash to
be paid as remuneration, etc. based on the PSU Plan was resolved at the 125th Ordinary General
Meeting of Shareholders held on June 29, 2021 to be 1,500 million yen or less for each eligible
period (three fiscal years) of the PSU Plan (outside directors are excluded from the payment). The
number of directors (excluding outside directors) as of the conclusion of said Ordinary General
Meeting of Shareholders was seven.
(iii) Separately from (i) and (ii) above, the total amount of monetary remuneration receivables to be
paid as remuneration, etc. based on the RS Plan was resolved at the 125th Ordinary General Meetingof Shareholders held on June 29, 2021 to be 1,000 million yen or less for each fiscal year (outside
directors are excluded from the payment). The number of directors (excluding outside directors) as of
the conclusion of said Ordinary General Meeting of Shareholders was seven.
The amount of remuneration, etc. for audit & supervisory board members is 100 million yen or lessper year, pursuant to the resolution adopted at the 111th Ordinary General Meeting of Shareholders
held on June 28, 2007. The number of audit & supervisory board members as of the conclusion ofsaid Ordinary General Meeting of Shareholders was four.
In addition to the above, the Company paid 129 million yen (to five persons) as the employee portionof salary and 45 million yen (to five persons) as the employee portion of bonuses to directors who
concurrently serve as Corporate Vice President. Of these amounts, the employee portion of bonuses
was paid as short-term performance-linked remuneration. The details of short-term performancelinked remuneration are described in “2) Matters relating to the policy on decisions on the content of
remuneration, etc. for individual directors, (B) Summary of the Decision Policy, ii. Short-term
performance-linked remuneration.” The Company selected consolidated revenue, consolidated
operating income, which are numerical targets for its short-term business management, as
performance indicators for the short-term performance-linked remuneration plan under theassumption that this will serve as an incentive for achieving the short-term performance targets andlead to improving medium- to long-term corporate value. Changes in “consolidated revenue” and“consolidated operating income” in fiscal years including the current, are as stated in the aforesaid “1.
Overview of the Corporate Group, (6) Status of Assets and Income.”Amounts shown above are rounded down to the nearest unit.

Matters relating to the policy on decisions on the content of remuneration, etc. for individual
directors(A) Method of determining the policy on decisions on the content of remuneration, etc. for individual
directors
The policy on decisions on the content of remuneration, etc. for individual directors (hereinafter, the“Decision Policy”) is determined by the board of directors after deliberations by the Nomination
and Remuneration Advisory Committee, of which more than half the members are outside directors
and one of whom serves as chairman.
(B) Summary of the Decision Policy (as of March 31, 2024)
The Company’s remuneration system is intended to function in part as an incentive that encourages
directors to perform their expected roles and responsibilities appropriately. Remuneration, etc. for
directors, excluding outside directors (including the employee portion of salaries and the employee
portion of bonuses of directors concurrently serving as Corporate Vice President), consists of fixed54

[Translation: For reference only]
remuneration, short-term performance-linked remuneration, medium-term performance-linked
share-based remuneration (performance share units), and restricted share-based remuneration. The
amount of remuneration, etc. is determined based on the position and performance evaluation ofindividual directors, with an allocation ratio for fixed remuneration, performance-linked
remuneration, etc. (short-term performance-linked remuneration + medium-term performancelinked share-based remuneration), and restricted share-based remuneration of approximately
55%:15% (short-term performance-linked remuneration: 10%; medium-term performance-linked
share-based remuneration: 5%):30%. Meanwhile, remuneration, etc. for outside directors consists
entirely of fixed remuneration in consideration of their role and independence.
i Fixed remuneration
Fixed remuneration is determined according to position, etc. and is paid on a regular basis.
ii Short-term performance-linked remuneration
Short-term performance-linked remuneration is paid at a specific timing each year as theemployee portion of bonuses for directors who concurrently serve as Corporate Vice President.
Short-term performance-linked remuneration is paid in an amount calculated based on
performance-linked indicators. Here, consolidated revenue and consolidated operating income,which are the numerical targets for the Company’s short-term business management, are usedas single-year performance-linked indicators, where the amount paid varies based on theachievement level of these indicators and in comparison with the previous fiscal year’s results
within the range of 0% to 150% of the standard amount.
iii Medium-term performance-linked share-based remuneration (performance share units)
Medium-term performance-linked share-based remuneration is paid with adjustments made ina range of 0% to 150% relative to the number of basic shares to be paid according to the levelof achievement of indicators in the Company’s medium-term management plan, such as
consolidated revenue, consolidated operating income, and ROIC and ESG indicators. Sharesequivalent to 50% of the adjusted number of shares are paid as medium-term performancelinked share-based remuneration. In addition, cash equivalent to the market value
corresponding to 50% of such adjusted number of shares is also paid. The number of basic
shares to be paid by position is stated in the regulations for medium-term performance-linked
share-based remuneration, and is determined by the board of directors. This form of
remuneration shall be granted after performance is finalized.
iv Restricted share-based remuneration
Restricted share-based remuneration is paid based on the position of directors. The number ofshares to be paid is stated in the regulations for restricted share-based remuneration, and isdetermined by the board of directors. Shares are granted at a specific timing each year.
(C) Reasons the board of directors judged the content of remuneration, etc. for individual directors
for the fiscal year under review to be in line with the Decision Policy
When deciding the content of remuneration, etc. for individual directors, the Nomination andRemuneration Advisory Committee considers the draft proposal from various perspectives,
including the consistency with the Decision Policy, to ensure the objectivity and transparency of thedecision-making process. The board of directors respects the report from the Committee andaccordingly decides the content of remuneration, etc. Accordingly, the board of directors has judgedthat the content is in line with the Decision Policy.

55

[Translation: For reference only](5) Matters relating to outside directors and outside audit & supervisory board members
1)(A)

Significant concurrent positions at other companies and relationship between the Company
and such companies
Outside directors (as of March 31, 2024)
Name

Kunitaro Kitamura

Makiko Eda
Tsuyoshi Nagano
Ikuro Sugawara(B)

Corporation, etc., in which theoutside director concurrently
holds a position
ASAGAMI CORPORATIONOHBA CO., LTD.
SUMITOMO CORPORATIONTokyo Electron Ltd.
Tokio Marine Holdings, Inc.
Central Japan Railway
Company
TOYOTA MOTORCORPORATION
Hitachi, Ltd.

Relationship with theCompany

Outside Director
Outside Audit &Supervisory Board
MemberManaging Executive
Officer
Outside Director
Chairman (Director)
Outside Director

Not applicable

Outside Director

Not applicableNot applicableNot applicable

Outside Director

Outside audit & supervisory board members (as of March 31, 2024)
Name

Masataka
Mitsuhashi

Corporation, etc., in which theoutside audit & supervisoryboard member concurrently
holds a position
Nippon Paint Holdings Co., Ltd.
Skymark Airlines Inc.
Integral Corporation

Details of concurrent
positions
Outside Director
External Director
Outside Director who is
an Audit andSupervisory Committee
MemberAttorney
Independent Director

Relationship with theCompany
Not applicableNot applicable
Takahashi Sogo Law Office
Sumitomo Osaka Cement Co.,Ltd.
The Company has designated outside directors Mr. Kunitaro Kitamura, Ms. Makiko Eda, Mr. Tsuyoshi
Nagano and Mr. Ikuro Sugawara, and outside audit & supervisory board members Mr. Masataka
Mitsuhashi and Mr. Tatsuya Inagawa as independent directors and audit & supervisory board members,
and has notified Tokyo Stock Exchange, Inc. of this designation.

Tatsuya Inagawa
Note:

Details of concurrent
positions56

[Translation: For reference only]2)

Principal activities(A)

Outside directors
Name

Attendance atboard ofdirectors
meetings

Kunitaro Kitamura

13/13

Makiko Eda

13/13

Tsuyoshi Nagano

13/13

Ikuro Sugawara

13/13

Summary of the statements made and duties performed in the
expected role
Mr. Kunitaro Kitamura sought explanations as necessary at board of
directors meetings and provided advice as appropriate from theobjective perspective based on his ample experience and wide range
of knowledge as a manager of a financial institution group, in orderto facilitate reasonable and adequate decision-making by the board of
directors. In addition, he served as Chairman of the Nomination andRemuneration Advisory Committee, and led efforts to enhancetransparency of the processes related to a succession plan of the CEO
and remuneration for directors from an independent and objective
standpoint.
Ms. Makiko Eda sought explanations as necessary at board of
directors meetings and provided advice as appropriate from theobjective perspective based on her ample experience and wide range
of knowledge as a manager of a business corporation, Japan’s
representative of an international institution, and an executive of a
trading company, in order to facilitate reasonable and adequate
decision-making by the board of directors. In addition, she
proactively provided advice on the Fujifilm Group’s ESG measures
based on her ample experience in the ESG field.
Mr. Tsuyoshi Nagano sought explanations as necessary at board of
directors meetings and provided advice as appropriate from theobjective perspective based on his ample experience and wide range
of knowledge as a manager of an insurance company, in order tofacilitate reasonable and adequate decision-making by the board of
directors. In addition, as a member of the Nomination andRemuneration Advisory Committee, he contributed efforts to enhancetransparency of the processes related to a succession plan of the CEO
and remuneration for directors from an independent and objective
standpoint.
Mr. Ikuro Sugawara provided suggestions and advice for the Fujifilm
Group’s management from the objective perspective based on his
ample experience and wide range of knowledge in policy planningand organizational management. In addition, he sought explanations
as necessary at board of directors meetings and provided advice asappropriate in order to facilitate reasonable and adequate decisionmaking by the board of directors.

57

[Translation: For reference only](B)

Outside audit & supervisory board members

Name

Attendanceat board of
directors
meetings

13/13

Attendance
at audit &supervisoryboard
meetings
16/16

Statements madeMr. Masataka Mitsuhashi appropriately furnished remarks
at board of directors meetings from an objective
perspective based on his ample experience and extensive
knowledge as an accounting specialist. He furthermore
sought explanations as necessary, and appropriately
conducted audits regarding the execution of the duties ofthe directors by adequately asking questions andexpressing opinions at audit & supervisory board meetingsfrom his professional perspective as a certified public
accountant.
16/16
Mr. Tatsuya Inagawa appropriately furnished remarks at
Tatsuya Inagawa
13/13
board of directors meetings from an objective perspective
based on his ample experience and extensive knowledge in
the areas of judicial affairs and compliance which were
cultivated over many years as a public prosecutor. He
furthermore sought explanations as necessary, andappropriately conducted audits regarding the execution of
the duties of the directors by adequately asking questions
and expressing opinions at audit & supervisory board
meetings.
Note: In addition to the above stated number of the board of directors meetings held, the Company made one
written report pursuant to Article 372, Paragraph 1 of the Companies Act.
Masataka
Mitsuhashi

58

[Translation: For reference only]
4.

Corporate Governance(1) Key Points of the Corporate Governance Structure
Company structure

Adopted the structure of a company with an Audit & Supervisory Board.

Established the Nomination and Remuneration Advisory Committee as an arbitrary
advisory body to the Board of Directors.

Board of Directors


Set the number of directors at 12 or less, of which at least one-third shall be independent
outside directors.



The chairman shall be a director who does not concurrently serve as Corporate Vice
President, and who is appointed by resolution of the Board of Directors.



Set the terms of office of directors at one year to further clarify the mission andresponsibilities of directors.

Audit & Supervisory Board

Set the number of Audit & Supervisory Board members at five or less, of which at least
half shall be independent outside Audit & Supervisory Board members.



Established an Audit & Supervisory Board Office (a staff department for Audit &Supervisory Board members) to enhance the audit functions of Audit & Supervisory Board
members.

Nomination and Remuneration Advisory CommitteeComposed of three or more members appointed from among the directors by resolution of
the Board of Directors, of whom the majority shall be independent outside directors.



The chairman shall be an independent outside director.

(2) The Company’s Corporate Governance Structure Chart

59

[Translation: For reference only](3) Roles and Activities of Committees, etc.
Nomination and Remuneration Advisory Committee
As an advisory body to the Board of Directors, the Nomination and Remuneration Advisory Committee
deliberates on the CEO succession plan and the basic policies and procedures for director remuneration,and related matters, and reports the content of its deliberations to the Board of Directors. The status ofactivities is described in “(4) Activities of Nomination and Remuneration Advisory Committee.”
ESG Committee
The ESG Committee deliberates and decides on important matters related to ESG (Environmental, Socialand Governance) for the Fujifilm Group. The committee also conducts reviews and promotes appropriate
measures from a Group-wide perspective with regard to important risks facing each Group company.
M&A Investment Committee
The M&A Investment Committee selects M&A projects that align with Group-wide management strategy
and business strategy, and holds discussions to ensure M&As are conducted through the proper processes
with appropriate schemes and at an appropriate price. The committee also checks on the progress of postmerger integration.
DX Strategy Committee
The Company established the DX Strategy Committee as the highest decision-making body involved inpromoting DX throughout the Fujifilm Group. The CEO serves as chairman and the CDO (Chief Digital
Officer) as vice-chairman.
DE&I Promotion Committee
The DE&I Promotion Committee mainly plans and implements measures related to the Fujifilm Group’s
DE&I promotion, and also checks the progress of these measures. The committee, chaired by theCompany’s President, plays a central role in introducing and reviewing systems and schemes for DE&I
promotion, and developing activities necessary to foster workplace culture.
(4) Activities of Nomination and Remuneration Advisory Committee
The Nomination and Remuneration Advisory Committee convenes at least once a year, in principle, todeliberate on the CEO succession plan and the basic policies and procedures for director remuneration.
The committee reports on its deliberations to the Board of Directors.
As of March 31, 2024, the Committee has three members as follows:
Chairman:

Kunitaro Kitamura (Outside Director)

Committee members: Tsuyoshi Nagano (Outside Director), Kenji Sukeno (Director and Board
Chairman)
The Committee convened three times in the fiscal year under review to deliberate the following matters.
All Committee members attended each meeting.
Deliberations on the CEO succession planDeliberation on remuneration to directors and Audit & Supervisory Board members(evaluation and amount)Deliberation on implementation of new share-based remuneration

Deliberation on KPIs for short-term performance-linked remuneration and medium-term
performance-linked share-based remuneration in FY2024

60

[Translation: For reference only](5) Evaluation of the effectiveness of the Board of Directors
The Company’s Corporate Governance Guidelines stipulate the roles and responsibilities of the Board of
Directors as to make decisions on basic management policies, strategies, and key matters pertaining tobusiness execution, as well as to supervise business execution.
To ensure the effectiveness of the Board of Directors, we conduct evaluations and hear opinions fromeach director and Audit & Supervisory Board member. The Board of Directors then deliberates on theanalyses, evaluations, and improvement measures, and discloses the results on the “Corporate
Governance” page in “About Us” of the Company’s website.
Website address:
https://holdings.fujifilm.com/ja/about/governance/board-of-directors

61

[Translation: For reference only]
5.

Status of Independent Auditor(1) Name

KPMG AZSA LLC(2) Amount of remuneration, etc.
Amount paid(i)

Amount of remuneration, etc. payable by the Company for the services
defined in Article 2, Paragraph 1 of the Certified Public Accountants Act(ii) Total amount of cash and other financial benefits payable by the Company
and its subsidiaries to the Independent Auditor¥391 million¥1,015 million

Notes: 1. The Audit & Supervisory Board conducted necessary verification on the appropriateness of thecontent of the audit plan of the Independent Auditor, the status of execution of its duties, the basis forcalculating the estimate for its remuneration, etc., and accordingly gave consent to the remuneration,etc., for the Independent Auditor pursuant to Article 399, Paragraph 1 of the Companies Act.
2. Because the audit contract between the Company and the Independent Auditor does not distinguishthe amount of audit fees for audits based on the Companies Act and those for audits based on the
Financial Instruments and Exchange Act, the amount shown in (i) above represents total amount of
remuneration, etc. for both of these auditing services.
3. Amounts paid shown above are rounded down to the nearest unit.
4. The Company pays the Independent Auditor for advisory services related to “Sustainability
Disclosure Advisory Services” (advisory services for compliance with the EU Corporate
Sustainability Reporting Directive (CSRD)), in addition to the services provided for in Article 2,
Paragraph 1 of the Certified Public Accountants Act.
5. Of the Company’s significant subsidiaries, FUJIFILM Europe GmbH and nine other overseas
subsidiaries are subject to audits (limited to audits pursuant to the Companies Act or the Financial
Instruments and Exchange Act of Japan (including foreign laws and regulations equivalent thereto))by certified public accountants or audit firms (including those with equivalent foreign qualification)other than the Company’s Independent Auditor.

(3) Policy for decisions on dismissal or non-reappointment of the Independent Auditor


The Audit & Supervisory Board dismisses the Independent Auditor by the unanimous consent
of the Audit & Supervisory Board members when it has found that the Independent Auditor
falls under any of the items of Article 340, Paragraph 1 of the Companies Act.

The Audit & Supervisory Board considers the dismissal or non-reappointment of the
Independent Auditor if the Board deems that the Independent Auditor has difficulty toproperly perform its duties, or that there is any doubt about reliability or eligibility as anindependent auditor due to such situation as violation of laws and regulations, offense against
public order and morality, breach of audit contract, or imposition of disciplinary action by
regulatory authorities, etc. If the Audit & Supervisory Board determines that the Independent
Auditor should be dismissed or not reappointed as a result of the consideration, it determines
details of a proposal for such dismissal or non-reappointment to be submitted to a general
meeting of shareholders. The Board of Directors submits a proposal for the dismissal or nonreappointment to the general meeting of shareholders based on such decision by the Audit &Supervisory Board.

62

[Translation: For reference only]
CONSOLIDATED BALANCE SHEETS(As of March 31, 2024)(Amount Unit: Millions of yen)

Item
ASSETS
Current assets:
Cash and cash equivalents
Notes and accounts receivable:
Trade
Lease receivable
Affiliated companies
Allowance for credit losses
Inventories
Prepaid expenses and otherTotal current assets

AmountItem

AmountLIABILITIESCurrent liabilities:
179,715
Short-term debt
Notes and accounts payable:
674,112Trade39,248Construction
2,397
Affiliated companies(19,172)
Accrued income taxes
547,803
Accrued liabilities
150,525
Short-term operating lease liabilities

262,752
82,421
1,305
47,947251,205
32,589Other current liabilities

170,519

Total current liabilities

1,165,841

1,574,628

Investments and long-term receivables:
Investments in and advances to affiliatedcompanies

40,771

Investment securities
Long-term lease receivables
Other long-term receivables

83,45855,29630,537

Allowance for credit losses(2,185)

Total investments and long-term
receivables

207,877

Long-term liabilities:
Long-term debt
Accrued pension and severance costs
Long-term operating lease liabilities
Deferred income taxes
Other long-term liabilities
Total long-term liabilities
Total liabilities

317,103

185,716
21,05572,22390,74774,563444,304
1,610,145

EQUITY
Property, plant and equipment:
Land
Buildings and structures
Machinery and equipment
Construction in progress
Less accumulated depreciation
Total property, plant and equipment

113,350
818,610
1,611,452
685,176(1,832,853)
1,395,735

FUJIFILM Holdings shareholders’equity:CapitalCommon stock, without par value:
Authorized: 800,000,000 shares
Issued:414,625,728 shares
Retained earnings

443,619

Treasury stock, at cost

(56,151)

100,094
953,835

As of March 31, 2024:
13,269,764 shares

Other intangible assets, net
Deferred income taxes
Other

178,335
38,815334,141

Total FUJIFILM Holdings
shareholders’ equity

Total assets

2,741,416

Accumulated other comprehensive
incomeOther assets:
Operating lease right-of-use assets
Goodwill, net

Total other assets

40,363

Noncontrolling interests

3,169,247
4,068

1,605,220

Total equity

3,173,315

4,783,460

Total liabilities and equity

4,783,460

63

[Translation: For reference only]
CONSOLIDATED STATEMENTS OF INCOME
From:
April 1, 2023
To:
March 31, 2024
(Amount Unit: Millions of yen)

Item

AmountRevenue
Cost of sales
Gross profit
Operating expenses:
Selling, general and administrative
Research and development
Operating income
Other income (expenses):
Interest and dividend income
Interest expense
Foreign exchange gains (losses), net
Gains (losses) on equity securities, net
Other, net
Income before income taxes
Income taxes
Current
Deferred
Equity in net earnings (losses) of affiliated companies
Net income
Less: Net (income) loss attributable to the noncontrolling interests
Net income attributable to FUJIFILM Holdings

64

2,960,916
1,774,656
1,186,260
752,427
157,108

12,226(8,483)
2,702
24,6759,443

79,809(1,707)

909,535
276,725

40,563
317,288

78,102
4,111
243,297212
243,509

[Translation: For reference only]
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
From:April 1, 2023
To:
March 31, 2024
(Amount Unit: Millions of yen)

Balance at April 1, 2023
Cumulative Effect of Adoption of
Accounting Standard Update
No.2016-13
Comprehensive income (loss):
Net income
Foreign currency translation
adjustments
Pension liability adjustments
Change in net unrealized gains(losses) on derivatives
Net comprehensive income

Commonstock

Additional
paid-in
capitalRetainedearnings

Accumulated
othercomprehensive
income (loss)

40,363–2,616,191

163,820(57,229) 2,763,145

24,7152,787,860(234)

243,509

243,509(212)

243,297

232,225

232,225(4,397)

227,828

47,696

47,696493

48,189

(122)

(122)

(31)
1,109

551
(60,201)

(234)

(122)
(4,116)(464)

519,192

(31)
1,660

(31)
1,660

(60,201)(60,201)(12,577)

40,363Total
equity(234)

523,308

Purchases of treasury stock
Sales of treasury stock
Dividends paid to FUJIFILM
Holdings shareholders
Dividends paid to noncontrollinginterests
Stock acquisition rights
Transfer from retained earnings toadditional paid-in capital
Equity transactions with
noncontrolling interests and other
Balance at March 31, 2024

Treasurystock

FUJIFILM
NonHoldings
controllingshareholders’interests
equity(12,577)

(464)

(464)
–

53,838(53,838)–(53,925)(4,011)(57,936)(3,954)(61,890)–

2,741,416(56,151) 3,169,247

4,068

3,173,315

65443,619

[Translation: For reference only]
NON-CONSOLIDATED BALANCE SHEETS(As of March 31, 2024)(Amount Unit: Millions of yen unless otherwise specified. Any amount less than the stated unit is omitted.)

Item

AmountItem

ASSETS
Current assets:
Cash on hand and in banks
Receivables
Short-term loans receivable
Other current assets

3,370
12,481
553,400
947

Total current assets

570,200

Fixed assets:
Property, plant and equipment:
Buildings
Machinery and equipment
Equipment
Construction in progress
Total property, plant and equipment
Intangible assets
Software
Other intangible assets, net
Total intangible assets
Investments and other assets
Investment securities
Investment in affiliated companies

LIABILITIESCurrent liabilities:
Current portion of bonds
PayablesShort-term debt
Accrued expenses

80,0009,478
453,007
4,788

Accrued income taxes
Other current liabilities

90
477

Total current liabilities

547,842292 Long-term liabilities:
41
Bonds
76
Long-term debt
58
Deferred income taxes

155,000
25,000895

468

180,895

Total long-term liabilities
Total liabilities

4,791 Shareholders’ equity
Common stock
Capital surplus
55,103
Additional paid-in capital
1,261,653
Other capital surplus
4,091
(8)

Total investments and other assets

1,320,840

Total capital surplus
Retained earnings
Legal reserve
Other retained earnings
General reserve
Retained earnings brought forward

1,326,100

40,36363,636551
64,187
10,090900,000
187,563

Total retained earnings
Treasury stock

1,097,653(56,151)

Total shareholders’ equity
Valuation and translation adjustments:
Valuation difference
on available-for-sale securities

1,146,053

Stock acquisition rights

Total assets

728,737

4,790
1 NET ASSETS

Other investments
Allowance for doubtful receivables

Total fixed assets

Amount19,553
1,957

Total net assets

1,167,563

1,896,300 Total liabilities and net assets

1,896,300

66

[Translation: For reference only]
NON-CONSOLIDATED STATEMENTS OF INCOME
From:
April 1, 2023
To:
March 31, 2024
(Amount Unit: Millions of yen unless otherwise specified. Any amount less than the stated unit is omitted.)

Item

AmountOperating revenue

19,062Gross profit

19,062

Selling, general and administrative expenses

18,178Operating income

883

Other income
Interest income

1,041

Dividend income

1,379

Gain on sale of investment securities

5,848

Miscellaneous income

77

8,347

Other expenses
Interest expense

593

Donations46

Miscellaneous expense

17

Ordinary income

658
8,572

Extraordinary income
Gain on reversal of stock acquisition rights

0

0

1

1

Extraordinary losses
Losses on disposal of fixed assets
Net income before income taxes

8,571

Current income taxes

2,062

Deferred income taxes

77

Net income

2,139
6,431

67

[Translation: For reference only]
NON-CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
From:April 1, 2023
To:
March 31, 2024
(Amount Unit: Millions of yen unless otherwise specified. Any amount less than the stated unit is omitted.)
Shareholders’ equity
Capital surplus
Commonstock

Balance at April 1, 2023

Retained earnings
Treasurystock

Valuationandtranslation
adjustments
Stock
Valuationacquisitiondifference
rightsTotalonshareholders’availableequity
for-salesecurities

Total net
assetsAdditional
paid-in capital

Other
capitalsurplusTotal
capitalsurplusLegalreserveOtherretainedearnings(Note)

Total
retainedearnings

63,636–63,636

10,0901,137,302

1,147,392(56,170)(56,170)(56,170)(56,170)

6,431

6,431

6,431

6,431

(30)

(30)

(30)

1,108

1,659

40,363(57,229)

1,194,163

8,716

2,521

1,205,401

Changes in the term
Dividends from surplus
Net income
Purchase of treasury stock
Disposal of treasury stock

551

551

Net change of items otherthan shareholders’ equity
Total changes in the term
Balance at March 31, 2024

10,272

–

551

551

–

(49,738)(49,738)

1,077(48,109)

10,836(564)(37,837)

40,36363,636551

64,187

10,0901,087,563

1,097,653(56,151)

1,146,053

19,553

1,957

1,167,563

Generalreserve

Retainedearnings
brought
forward1,323,305(186,002) 1,137,302

Total otherretainedearnings

Changes in the term
Dividends from surplus
Net income(56,170)(56,170)

6,431

6,431

(423,305)

423,305–

Total changes in the term

(423,305)

373,566(49,738)

Balance at March 31, 2024

900,000

187,563 1,087,563

Transfer to retained
earnings brought forward

(564)

–

Note: Breakdown of other retained earnings

Balance at April 1, 2023

1,659
10,83668

[Translation: For reference only]
Independent Auditor’s Report
To the Audit & Supervisory Board Members of FUJIFILM Holdings Co., Ltd.:
OpinionWe have audited the consolidated financial statements, which comprise the consolidated balance sheet,the consolidated statement of income, the consolidated statement of changes in equity and the related
notes of FUJIFILM Holdings Co., Ltd. (“the Company”) and its consolidated subsidiaries (collectively
referred to as “the Group”), as at March 31, 2024 and for the year from April 1, 2023 to March 31, 2024
in accordance with Article 444-4 of the Companies Act.
In our opinion, the consolidated financial statements referred to above, pursuant to the accounting
standards, which omit certain disclosure items required under the accounting principles generally
accepted in the United States of America (hereinafter “U.S. GAAP”) in accordance with the provisionof second sentence of Article 120, Paragraph 1 of the Regulation on Corporate Accounting of Japan as
applied mutatis mutandis pursuant to Article 120-3, Paragraph 3 of the said Regulations, present fairly,
in all material respects, the consolidated financial position and the results of operations of the Group forthe period, for which the consolidated financial statements were prepared.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Auditof the Consolidated Financial Statements section of our report. We are independent of the Group inaccordance with the ethical requirements that are relevant to our audit of the consolidated financial
statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with theserequirements. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.
Other Information
The other information comprises the business report and its supplementary schedules. Management is
responsible for the preparation and presentation of the other information. Audit & Supervisory Board
Members and Audit & Supervisory Board are responsible for overseeing the directors’ performance of
their duties with regard to the design, implementation and maintenance of the reporting process for theother information.
Our opinion on the consolidated financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears
to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members and Audit &Supervisory Board for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with U.S. GAAP, and for such internal control as management determines isnecessary to enable the preparation of consolidated financial statements that are free from material69

[Translation: For reference only]
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern inaccordance with U.S. GAAP and using the going concern basis of accounting unless management either
intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Audit & Supervisory Board Members and Audit & Supervisory Board are responsible for overseeing
the directors’ performance of their duties with regard to the design, implementation and maintenance of
the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’sreport that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guaranteethat an audit conducted in accordance with auditing standards generally accepted in Japan will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, while the objective of the audit is
not to express an opinion on the effectiveness of the Group’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis ofaccounting and based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Group’s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor’s report. However, future events or conditions may cause the Group to cease tocontinue as a going concern.



Evaluate whether the presentation and disclosures in the consolidated financial
statements are in accordance with U.S. GAAP, the overall presentation, structure andcontent of the consolidated financial statements, including the disclosures, and whether
the consolidated financial statements represent the underlying transactions and events ina manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of theentities or business activities within the Group to express an opinion on the
consolidated financial statements. We are responsible for the direction, supervision andperformance of the group audit. We remain solely responsible for our audit opinion.

We communicate with Audit & Supervisory Board Members and Audit & Supervisory Board regarding,among other matters, the planned scope and timing of the audit, significant audit findings, including any

70

[Translation: For reference only]
significant deficiencies in internal control that we identify during our audit.
We also provide Audit & Supervisory Board Members and Audit & Supervisory Board with a statementthat we have complied with relevant ethical requirements regarding independence, and communicate
with them all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, actions taken to eliminate threats or safeguards applied.
Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company and its
subsidiaries which is required to be disclosed pursuant to the provisions of the Certified Public
Accountants Act of Japan.

Takuji Kanai
Designated Engagement Partner
Certified Public Accountant
Yusuke Matsumoto
Designated Engagement Partner
Certified Public Accountant
Yusuke Okamoto
Designated Engagement Partner
Certified Public Accountant
KPMG AZSA LLC
Tokyo Office, JapanMay 23, 2024

71

[Translation: For reference only]
Independent Auditor’s Report
To the Audit & Supervisory Board Members of FUJIFILM Holdings Co., Ltd.:
OpinionWe have audited the financial statements, which comprise the balance sheet, the statement of income,the statement of changes in equity and the related notes, and the accompanying supplementary schedules(“the financial statements and others”) of FUJIFILM Holdings Co., Ltd. (“the Company”) as at March
31, 2024 and for the year from April 1, 2023 to March 31, 2024 in accordance with Article 436-2-1 of
the Companies Act.
In our opinion, the financial statements and others referred to above present fairly, in all material respects,
the financial position and the results of operations of the Company for the period, for which the financial
statements and others were prepared, in accordance with accounting principles generally accepted inJapan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Auditof the Financial Statements and others section of our report. We are independent of the Company inaccordance with the ethical requirements that are relevant to our audit of the financial statements inJapan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Other Information
The other information comprises the business report and its supplementary schedules. Management is
responsible for the preparation and presentation of the other information. Audit & Supervisory Board
Members and Audit & Supervisory Board are responsible for overseeing the directors’ performance of
their duties with regard to the design, implementation and maintenance of the reporting process for theother information.
Our opinion on the financial statements and others does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements and others, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with thefinancial statements and others or our knowledge obtained in the audit, or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members and Audit &Supervisory Board for the Financial Statements and others
Management is responsible for the preparation and fair presentation of the financial statements andothers in accordance with accounting principles generally accepted in Japan, and for such internal
control as management determines is necessary to enable the preparation of financial statements andothers that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements and others, management is responsible for assessing the72

[Translation: For reference only]
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern in accordance with accounting principles generally accepted in Japan and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Audit & Supervisory Board Members and Audit & Supervisory Board are responsible for overseeing
the directors’ performance of their duties with regard to the design, implementation and maintenance of
the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements and others
Our objectives are to obtain reasonable assurance about whether the financial statements and others asa whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’sreport that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guaranteethat an audit conducted in accordance with auditing standards generally accepted in Japan will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial statements and others.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements andothers, whether due to fraud or error, design and perform audit procedures responsive tothose risks, and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, while the objective of the audit is
not to express an opinion on the effectiveness of the Company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis ofaccounting and based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in thefinancial statements and others or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor’s report. However, future events or conditions may cause the Company to cease
to continue as a going concern.



Evaluate whether the presentation and disclosures in the financial statements and others
are in accordance with accounting standards generally accepted in Japan, the overall
presentation, structure and content of the financial statements and others, including thedisclosures, and whether the financial statements and others represent the underlying
transactions and events in a manner that achieves fair presentation.

We communicate with Audit & Supervisory Board Members and Audit & Supervisory Board regarding,among other matters, the planned scope and timing of the audit, significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide Audit & Supervisory Board Members and Audit & Supervisory Board with a statementthat we have complied with relevant ethical requirements regarding independence, and communicate
with them all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, actions taken to eliminate threats or safeguards applied.

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[Translation: For reference only]Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company which is
required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

Takuji Kanai
Designated Engagement Partner
Certified Public Accountant
Yusuke Matsumoto
Designated Engagement Partner
Certified Public Accountant
Yusuke Okamoto
Designated Engagement Partner
Certified Public Accountant
KPMG AZSA LLC
Tokyo Office, JapanMay 23, 2024

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[Translation: For reference only]
Audit & Supervisory Board’s Audit Report
Audit Report
In regard to the directors’ performance of their duties for the 128th business year from April 1, 2023 to March
31, 2024, the audit & supervisory board has prepared this Audit Report after deliberations, as unanimous
opinion of all audit & supervisory board members based on the audit reports prepared by each audit &supervisory board member and reports as follows:1.

Method and Contents of Audits by the Audit & Supervisory Board Members and the Audit &Supervisory Board(1) The audit & supervisory board determined the audit policies and the audit plan, etc. andreceived reports from each audit & supervisory board member regarding the implementation
status and results of their audits, in addition to which it received reports from the directors,
etc. and the independent auditor regarding the status of the performance of their duties andrequested explanations as necessary.
(2) In compliance with the audit & supervisory board member audit standards established by theaudit & supervisory board and in accordance with the audit policies and the audit plan, etc.,
each audit & supervisory board member communicated with the directors, the internal audit
department, and other employees, etc., endeavored to gather information and develop theaudit environment, and conducted audits using the following methods.
(i)

The audit & supervisory board members attended meetings of the board of directors and other important
meetings, received reports from directors and employees, etc. regarding the status of the performanceof their duties, requested explanations as necessary, viewed important decision-making documents, etc.,
and inspected the status of operations and assets. Additionally, in regard to subsidiaries, the audit &supervisory board members communicated and exchanged information with the directors and audit &supervisory board members, etc. of subsidiaries and received reports on business from subsidiaries asnecessary.

(ii) In regard to the content of resolutions of the board of directors regarding the development of systems toensure that the directors’ performance of their duties complies with laws, regulations, and the articles
of incorporation and other systems provided for in Article 100, paragraph (1) and paragraph (3) of theOrdinance for Enforcement of the Companies Act as systems necessary to ensure the appropriatenessof operations of the corporate group composed of a stock company and its subsidiaries, as well as thesystems developed pursuant to those resolutions (i.e., internal control systems) stated in the business
report, the audit & supervisory board members periodically received reports from directors andemployees, etc. regarding the status of the establishment and operation of those systems and as necessary
requested explanations and expressed opinions in regard thereto.
(iii) In regard to the basic policies provided for in Article 118, item (iii)(a) of the Ordinance for Enforcementof the Companies Act, the efforts provided for in item (iii)(b) of that article, each as stated in the business
report, the audit & supervisory board members considered the contents thereof taking into accountmatters such as the status of deliberations at meetings of the board of directors and other deliberations.
(iv) The audit & supervisory board members oversaw and verified whether the independent auditor
maintained an independent position and conducted an appropriate audit, received reports from theindependent auditor on the status of the performance of its duties, and requested explanations asnecessary. Additionally, the audit & supervisory board members received notification from theindependent auditor that, in accordance with the “Quality Control Standards for Audits” (BusinessAccounting Council), etc., it had developed systems in order to ensure that its duties are appropriately
performed (i.e., notification of the matters stated in the items of Article 131 of the Ordinance on
Accounting of Companies) and requested explanations as necessary.
Using the methods above, the audit & supervisory board examined the business report, the supplementaryschedules thereto, the accounting documents (i.e., the balance sheets, statements of income, statements ofchanges in equity, and notes to financial statements), the supplementary schedules to the accounting
documents, and the consolidated accounting documents (i.e., the consolidated balance sheets, consolidated
statements of income, consolidated statements of changes in equity, and notes to consolidated financial
statements) for the business year.

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[Translation: For reference only]2.

Audit Results(1) Results of audit of business report, etc.
(i)

We find that the business report and the supplementary schedules thereto accurately present the statusof the company in accordance with laws, regulations, and the articles of incorporation.

(ii) We do not find any misconduct nor any material fact constituting a violation of any law, regulation, orthe articles of incorporation in relation to the directors’ performance of their duties.
(iii) We find the content of the resolutions of the board of directors regarding internal control systems to bereasonable. Additionally, we do not find any matters that should be commented upon in regard to thestatements in the business report or the directors’ performance of their duties relating to the internal control
systems.
(iv) We do not find any matters that should be commented upon in regard to the basic policy regarding
persons who control the determination of financial and business policies of the company stated in the business
report.
(2) Results of audit of accounting documents and supplementary schedules thereto
We find the methods and results of the audit by the independent auditor, KPMG AZSA LLC, to be reasonable.
(3) Results of audit of consolidated accounting documents
We find the methods and results of the audit by the independent auditor, KPMG AZSA LLC, to be reasonable.
May 23, 2024
Audit & Supervisory Board of FUJIFILM Holdings Corporation

Note:

Full-time Audit & Supervisory Board Member
Nobuo Hanada(Seal)

Full-time Audit & Supervisory Board Member
Motoko Kawasaki(Seal)

Audit & Supervisory Board Member
Masataka Mitsuhashi(Seal)

Audit & Supervisory Board Member
Tatsuya Inagawa(Seal)

Audit & supervisory board members Mr. Masataka Mitsuhashi and Mr. Tatsuya Inagawa are outside
audit & supervisory board members defined by Article 2, Item 16 and Article 335, Paragraph 3 of
the Companies Act.

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