SECOND PARTY OPINION
FUJIFILM HOLDINGS CORPORATIONSOCIAL BOND FRAMEWORK (JULY 2024)

Prepared by: DNV Business Assurance Japan K.K.
Location: Kobe, Japan
Date: 1 July 2024
Ref. Nr.: PRJN-340459-2022-AST-JPN-01_Rev.1

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Contents
Executive Summary

3

I. Introduction

6

II. Scope and Objectives

11

Ⅲ. Responsibilities of FUJIFILM Holdings and DNV

12Ⅳ. Basis of DNV’s Opinion

12

V. Work Undertaken

13

Ⅵ. Findings and DNV’s Opinion

14

Schedule-1 FUJIFILM Holdings Corporation Social Bond Nominated Projects

22

Schedule-2 Social Bond Eligibility Assessment Protocol

23

SBP-1 Use of Proceeds

23SBP-2 Process for Project Evaluation and Selection

25

SBP-3 Management of proceeds

26SBP-4 Reporting

27

Revision History
Revision
number01

Date of issue
23 March 2022

1 July 2024

Remarks
InitialConfirmed the following in conjunction with the formulation of the Social
Bond Framework (July 2024)
・ Chapter I: Status of FUJIFILM Holdings' latest efforts to address social
issues etc.
・ Chapter II (3): Re-evaluation of eligibility against the latest versions ofvarious standards to be applied or referred

Disclaimer

Our assessment relies on the premise that the data and information provided by Issuer to us as part of our review procedures have been provided in good faith.
Because of the selected nature (sampling) and other inherent limitation of both procedures and systems of internal control, there remains the unavoidable risk thaterrors or irregularities, possibly significant, may not have been detected. Limited depth of evidence gathering including inquiry and analytical procedures and limited
sampling at lower levels in the organization were applied as per scope of work. DNV expressly disclaims any liability or co-responsibility for any decision a person or anentity may make based on this Statement.

Statement of Competence and Independence
DNV applies its own management standards and compliance policies for quality control, in accordance with ISO/IEC 17021:2011 - Conformity Assessment Requirements
for bodies providing audit and certification of management systems, and accordingly maintains a comprehensive system of quality control, including documented
policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. We have compliedwith the DNV Code of Conduct1 during the assessment and maintain independence where required by relevant ethical requirements. This engagement work was carriedout by an independent team of sustainability assurance professionals. DNV was not involved in the preparation of statements or data included in the Framework except
for this Statement. DNV maintains complete impartiality toward stakeholders interviewed during the assessment process.

1

DNV Code of Conduct is available from DNV website (www.DNV.com)

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Executive Summary
FUJIFILM Holdings Corporation (hereinafter, "FUJIFILM Holdings") was established as Fuji
Photo Film Co., Ltd. (which transitioned to a holding company structure in 2006 as FUJIFILM
Holdings Corporation) by spinning off all operations of the photographic film division ofDainippon Celluloid Company Limited in 1934. Since 2000, FUJIFILM Holdings has boldly
changed its business structure and innovated the technology cultivated in the photographic
film business, as the market for photographic film, which was its main business, has shrunk
due to the rapid progress of digitalization. By expanding the business domain, FUJIFILM
Holdings will provide innovative technologies, products and services in the four businessdomains of "Healthcare," "Electronics," "Business Innovation," and "Imaging," through its
business, and has been working to solve social issues.
FUJIFILM Holdings formulated the "FUJIFILM Holdings Corporation Social Bond Framework"(hereinafter, the "Framework") and plans to allocate the entire amount of proceeds from theissuance of social bonds to projects with social benefits.
DNV Business Assurance Japan K.K. (hereinafter, "DNV"), as an external reviewer, provided
the assessment of the eligibility of the Framework. The eligibility criteria of the Social Bond to
be issued based on the Framework are shown in the table below, which also directly andindirectly contribute to the Sustainable Development Goals (SDGs 3, 17) as defined by theUnited Nations.
Business Category

Eligibility Criteria

Bio CDMO*1 Business

Building new
manufacturing bases,
M&A, capital investment
for production capacity
enhancement,

Business category in
SBP and SBGL:
Access to essential
services (health,healthcare)

Target Populations

development for highefficiency and highproductivity technologies,
etc., on Bio CDMO
business

Contribution to the SDGs
3. Good health and well-being

Biopharmaceuticalusers

17. Partnerships for the goals*1 CDMO: Contract Development & Manufacturing Organization provides a wide range of services to pharmaceuticalcompanies etc., from cell line development in the early stages of drug development to production process development,
stability testing, development and manufacturing of investigational drugs, and manufacturing of marketed drugs.

DNV provides eligibility assessment of the Framework against to four core components(Principle 1 to 4) in the Social Bond Principles (International Capital Market Association 2023,
SBP) and Social Bond Guidelines (Financial Services Agency 2021, SBGL) which are widely
recognized in the capital market for secure the transparency of financial tool, information
disclosure, and reporting related to the social issues. DNV also especially evaluated andconfirmed that the candidate projects evaluated and selected based on the eligibility criteria issolution for the objective social issue, that local characteristics are taken into account, and thatthe target population and social contribution (outcome) of the project are clearly identified by
FUJIFILM Holdings.

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Assessment summary against four elements in the SBP and SBGL is as follows.
Principle 1. Use of Proceeds
Proceeds will be allocated to new investments or refinancing of existing investments in new
or existing projects that meet the eligibility criteria. In the case of refinancing, the project
must have been spent within 36 months retroactively from the issuance of the Social Bond.
By expanding the Bio CDMO business through the allocation of proceeds to target projects,
the project will contribute to addressing emerging unmet medical needs and improving
access to medical services through the development of production processes and stablesupply of biopharmaceuticals.
Principle 2. Process for Project Evaluation and Selection
Based on the CSR Plan "Sustainable Value Plan 2030," the FUJIFILM Holdings Accounting &Finance Division consults with the Corporate Communication Division, ESG Division, andrelated Business Divisions, selects eligible projects that meet the eligible criteria. Upon theissuance of Social Bonds, the Corporate Vice President in charge of the Accounting & Finance
Division will make the final decision on the selected eligible projects and report the results to
the Board of Directors.
For all candidate eligible projects, FUJIFILM Holdings will implement risk management basedon the Fujifilm Group's Risk Management Regulations to reduce environmental and social
risks, including human rights and environmental regulations.
The Fujifilm Group has an organization in place to address ESG risks and ensure theeffectiveness of the above processes at the start of new projects such as M&A and large-scale
investments.
Principle 3. Management of Proceeds
The FUJIFILM Holdings Accounting & Finance Division will allocate and manage the proceedsfrom the Social Bonds to ensure that the entire amount is allocated to eligible projects. The
Accounting & Finance Division will confirm the allocation status of the proceeds on an annual
basis. If unallocated proceeds are generated, projects that meet the eligibility criteria will beselected and allocated.
Until the proceeds from the Social Bond are allocated to eligible projects, the proceeds will be
managed in cash or cash equivalents.
Principle 4. Reporting
FUJIFILM Holdings plans to disclose the status of the allocation status or proceeds on anannual basis on the FUJIFILM Holdings website until the proceeds from the Social Bond are
fully allocated to the project and the production facilities are operational. In addition, thesocial impact effects will be disclosed on an annual basis on FUJIFILM Holdings website as
indicators of "project overview", "production capacity of Bio CDMO business," and"addressing unmet medical needs and improving access to medical services through stablesupply of high-quality biopharmaceuticals" within the scope of confidentiality andnondisclosure. These are consistent with the various criteria for social bonds.

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DNV confirmed from the documents and information, including the FUJIFILM Holdings
Corporation Social Bond Framework, that the Framework meets the key requirements of thefour elements set out in the criteria above-mentioned (SBP and SBGL), and that FUJIFILM
Holdings will properly plan and implement.

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I. Introductioni.

About the Issuer
FUJIFILM Holdings was established as
Fuji Photo Film Co., Ltd. (whichtransitioned to a holding company
structure in 2006 as FUJIFILM Holdings
Corporation) by spinning off all
operations of the photographic film
division of Dainippon Celluloid
Company Limited in 1934. Since 2000,
FUJIFILM Holdings has boldly changed
its business structure and innovated
the technology cultivated in thephotographic film business, as themarket for photographic film, which
was its main business, has shrunk due
to the rapid progress of digitalization.
By expanding the business domain,
FUJIFILM Holdings will provide innovative technologies, products and services in the fourbusiness domains of "Healthcare," "Electronics," "Business Innovation," and "Imaging," throughits business, and has been working to solve social issues.

ii.

Issuer’s Initiatives for Social Issues

The Bio CDMO business, which is positioned in "Healthcare," one of the Fujifilm Group's fourbusiness areas mentioned above, contributes to addressing the following social issues such as
improved access to healthcare and unmet medical needs through the stable supply of highquality biopharmaceuticals and contracted process development and manufacturing of genetherapy drugs, an advanced medical field, and plays a part in the Fujifilm Group's Purpose of"Giving our world more smiles."For background of social issues such as improved access to medical care and unmet medical
needs in "Healthcare," as indicated in the "JPMA Industry Vision 2025" of the Japan
Pharmaceutical Manufacturers Association, unmet medical needs, including intractable and rarediseases, are becoming increasingly apparent worldwide, and drug discovery targets forcompanies looking to create innovative drugs through research and development will shift todiseases in areas of unmet medical needs.
Furthermore, as stated in the "Pharmaceutical Industry Vision 2021" of Japan’s Ministry of
Health, Labour and Welfare, there has been a rise in outsourcing of process development andmanufacturing to CDMOs as the manufacturing of biopharmaceuticals requires advanced
technologies and large-scale capital investment. The role and importance of Bio CDMOs, which
support new drug development and address unmet medical needs from manufacturing
perspective, have therefore been increasing. According to the forecast of FUJIFILM Holdings,

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establishing a stable production system for biopharmaceuticals is important as the global
demand for biopharmaceuticals is expected to continue growing.
FUJIFILM Holdings has established the "Purpose" that presents its reason for existence insociety, and is working on sustainability management. FUJIFILM Holdings formulated "VISION
2030" in April 2024, a new medium-term management plan that serves as a concrete action
plan to realize the goals set out in the "Sustainable Value Plan 2030" formulated in 2017.
FUJIFILM Holdings is engaged in the Bio CDMO business, a business that develops production
processes of biopharmaceuticals and manufactures biopharmaceuticals on contract in theacceleratingly growing "Healthcare" segment, and believes that the elements of high quality
and stable supply are essential to address unmet medical needs and improve access to
medical services, and that increasing manufacturing capacity at each site in the Bio CDMO
business is one effective way to address social issues.
In addition, FUJIFILM Holdings will continue to support pharmaceutical companies by
providing a stable supply of high-quality biopharmaceuticals with a vision "Partners for Life,"
and through this, it will contribute to solving social issues such as addressing unmet medical
needs and improving access to medical services and to further development of the healthcare
industry by leveraging its strengths in contract development of production processes for all
types of biopharmaceuticals, including antibody drugs, recombinant proteins, gene therapy
drugs, genetically-modified cell therapy drugs, and vaccines, as well as in contract
manufacturing from clinical to commercial scale for drug substances, drug products, andpackaging.

・Japan Pharmaceutical Manufacturers Association "JPMA Industry Vision 2025"
https://www.jpma.or.jp/english/about/industry_vision2025/eki4g600000077caatt/industry_vision2025.pdf

・Ministry of Health, Labour and Welfare "Pharmaceutical Industry Vision 2021"
https://www.mhlw.go.jp/content/10800000/000831973.pdf

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iii. Issuer's Initiatives for the SDGs
FUJIFILM Holdings' initiatives in the Bio CDMO business are linked to "1. Fulfil unmet medical
needs" and "2. Improve accessibility to medical services" that are organized as solving social
issues through business activities in the priority area "Health" in the "Sustainable Value Plan
2030" formulated in 2017.
The development and manufacture of biopharmaceuticals to meet the world's growing needs
for biopharmaceuticals through high productivity technologies that combine industry-leading
culture technologies, advanced equipment and sophisticated production/technologies, analysis
technologies, and engineering technologies cultivated in the photographic film business will be
an initiative that is believed to be related to Goal 3 "Good health and well-being," to which theresults (output) of the Bio CDMO business directly contribute, and Goal 17 "Partnerships for thegoals" from the perspective of contributing to the entire society through the Bio-CDMO
business, out of the Sustainable Development Goals (SDGs) established by the United Nationsin September 2015.
Goal 3: "Good health and well-being"
Target 3.8: Achieve universal health coverage, including financial risk protection, access to quality
essential healthcare services and access to safe, effective, quality and affordable essential medicinesand vaccines for all

Business Category
Bio CDMO BusinessBusiness category in SBP and
SBGL:
Access to essential services(health, healthcare)

Eligibility Criteria
Building new manufacturing bases,
M&A, capital investment for
production capacity enhancement,
development for high efficiency andhigh productivity technologies, etc.,
on Bio CDMO business

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Contribution to the SDGs*
3. Good health and well-being
17. Partnerships for the goals

Figure: FUJIFILM Holdings “Sustainable Value Plan 2030” Priority Area/Priority Issues (Materiality)＊ The relevance of the SDGs is complementary to the issuance of social bond, referring to Green,
Social and Sustainability Bonds: A High-Level Mapping to the Sustainable Development Goals
published by ICMA, which defines the Social Bond Principles. This is a complementary to theissuance of social bond and is not directly related to the purpose for the use of proceeds.

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iv. About the Social Bond Framework
FUJIFILM Holdings is promoting the Bio CDMO business by utilizing FUJIFILM Holdings'
strengths in culture technology and high production technology, which are linked to "1. Fulfil
unmet medical needs" and "2. Improve accessibility to medical services" that are organized assolving social issues through business activities in the priority area "Health" in its CSR Plan andmedium-term management plan.
FUJIFILM Holdings will use the Framework that reflects initiatives such as the compliance tothe latest criteria of social bonds and the new medium-term management plan in order toissue social bonds to raise funds for new investments or refinancing of existing investments in
the Bio CDMO business that contributes to solving social issues described in section ii.
The subsequent proceeds from social bonds issued under the Framework will be classified intosocial project categories (business categories) as indicated in the SBP and SBGL, and allocatedto social projects that meet the eligibility criteria set by FUJIFILM Holdings.

 Social project categories (SBP, SBGL):
Access to essential services (health, healthcare)
Eligibility criteria (social project):
Building new manufacturing bases, M&A, capital investment for production capacity
enhancement, development for high-efficiency and high-productivity technologies, etc., on
Bio CDMO business

Issuer Name: FUJIFILM Holdings Corporation
Framework Name: FUJIFILM Holdings Corporation Social Bond Framework
Name of external review organization: DNV Business Assurance Japan K.K.
Date of report: 1 July 2024

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II. Scope and Objectives
FUJIFILM Holdings has commissioned DNV to conduct an eligibility assessment of the"FUJIFILM Holdings Corporation Social Bond Framework (hereinafter, the "Framework")."The objective of the pre-issuance assessment by DNV is to conduct an assessment toconfirm that FUJIFILM Holdings meets the criteria such as SBP and SBGL, which will be
described later, and to provide a second party opinion on the eligibility of the Framework.
DNV, as an independent external reviewer, has identified no real or perceived conflict ofinterest associated with the delivery of this second party opinion for FUJIFILM Holdings.
In this paper, no assurance is provided regarding the financial performance of social bonds
issued subsequently, the value of any investment, or the long-term social benefits of thetransaction.
(1) Scope of Review
The review assessed the following elements and confirmed their alignment with four core elements in SBP
etc.
☒

Use of Proceeds☒

Process for Project Evaluation and Selection☒

Management of Proceeds☒

Reporting(2) Role(s) of review provider☒

Second party opinion☐

Certification☐

Verification☐

Rating☐Other:(3) Standards/guidelines to be applied
No.

Standards/Guidelines

Scheme owner

Applied level*1*2

1.

Social Bond Principles

International Capital Market
Association (ICMA), 2023

Apply

2.

Social Bond Guidelines

Financial Services Agency, 2021

Apply

Green and Social Bonds: A High-Level Mappingto the Sustainable Development Goals
Handbook Harmonized Framework for Impact
ReportingInternational Capital Market
Association (ICMA), 2023
International Capital Market
Association (ICMA), 2022

3.
4.

Refer
Refer

*1 Apply: Eligibility for all four core common elements to each principle or guideline was assessed.
*2 Refer: Based on the social project and implementation plans, relevant contents were partially considered.

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Ⅲ. Responsibilities of FUJIFILM Holdings and DNVFUJIFILM Holdings has provided the information and data used by DNV during the delivery ofthis review. DNV's second party opinion represents an independent opinion and is intended to
inform FUJIFILM Holdings and other interested stakeholders in the Social Bond as to whether
the established criteria have been met, based on the information provided to us. In our work
we have relied on the information and the facts presented to us by FUJIFILM Holdings. DNV
is not responsible for any aspect of the selected assets referred to in this opinion and cannot
be held liable if estimates, findings, opinions, or conclusions are incorrect. Thus, DNV shallnot be held liable if any of the information or data provided by FUJIFILM Holdings and used
as a basis for this assessment were not correct or complete.

Ⅳ. Basis of DNV’s Opinion
To provide as much flexibility as possible for FUJIFILM Holdings, DNV has adapted our social
bond assessment methodologies, which incorporates the requirements of SBP, to create
FUJIFILM Holdings-specific Social Bond Eligibility Assessment Protocol (hereinafter, “DNV’s
Protocol”). Please refer to Schedule-2. The Protocol is applicable to Social Bonds under the
SBP etc.
DNV's Protocol includes a set of suitable criteria that can be used to underpin DNV’s opinion.
The overarching principle behind the criteria is that a social bond should “enable capitalraising and investment for new and existing projects with social benefits.”
As per DNV’s Protocol, the criteria against which the Framework has been reviewed aregrouped under the four Principles.
•

Principle One: Use of Proceeds: The Use of Proceeds criteria are guided by therequirement that an issuer of a social bond must use the proceeds to eligible
activities. The eligible activities should produce clear social benefits.

•

Principle Two: Process for Project Evaluation and Selection: The ProjectEvaluation and Selection criteria are guided by the requirements that an issuer of asocial bond should outline the process it follows when determining eligibility of aninvestment using social bond proceeds, and outline any impact objectives it willconsider.

•Principle Three: Management of Proceeds: The Management of Proceeds criteria
are guided by the requirements that a social bond should be tracked within theissuing organization, that separate portfolios should be created when necessary andthat a declaration of how unallocated funds will be handled should be made.

•Principle Four: Reporting: The Reporting criteria are guided by the recommendationthat at least Sustainability Reporting to the bond investors should be made of the useof bond proceeds and that quantitative and/or qualitative performance indicators
should be used, where feasible.

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V. Work Undertaken
Our work constituted a high level of review of the available information, based on theunderstanding that this information was provided to us by FUJIFILM Holdings in good faith.
We have not performed an audit or other tests to check the veracity of the information
provided to us. The work undertaken to form our opinion included:

Social Bond Framework Assessment•

Creation of the Issuer-specific DNV’s Protocol, adapted to the purpose of the Social
Bond, as described above and in Schedule-2 to this Assessment;•

Assessment of documentary evidence provided by FUJIFILM Holdings on the Bondand supplemented assessment by a comprehensive desktop research. These checks
refer to current assessment best practices and standards methodology;•

Discussions with FUJIFILM Holdings, and review of relevant documentation;•

Documentation of findings against each element of the criteria.

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Ⅵ. Findings and DNV’s Opinion
DNV's findings and opinions are as follows.
(1)

Use of Proceeds
DNV confirmed that all of the net proceeds from FUJIFILM Holdings Social Bond,excluding expenses, are planned to be allocated to the Bio CDMO business (project),which meets the following typical eligible social project categories and eligible criteria as
identified in the SBP etc. Table -1 shows social bond nominated projects.
<Social Project Category>

Access to essential services (health, healthcare)

Eligibility criteria (social project): Building new manufacturing bases, M&A, capital investment for
production capacity enhancement, development for high efficiency and high productivity
technologies, etc., on Bio CDMO business

The selected projects are initiatives that have the following secondary social benefits andcontribute to the two SDGs shown in Table-2.
In conducting the eligibility assessment of the project, DNV confirmed that FUJIFILM
Holdings had clearly identified the social issues that would be addressed in considerationof local characteristics, the people who would benefit from the implementation of the
project, and the social issues that would be addressed.

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Table-1 Social Bond Nominated Projects
Project

Project Overview

Social Category

Access to essential services (health, healthcare)(Contribution to SDGs Goal 3 and 17, See Table-2)
Biopharmaceutical users

Target Population
Major Project Activities

Examples ofrepresentative projects(that have been
confirmed as eligible)

Building new manufacturing bases, M&A, capital investment for production
capacity enhancement, development for high-efficiency and highproductivity technologies, etc., on Bio CDMO business (Including but notlimited to related activities)- Capacity expansion of Denmark Manufacturing site
- New manufacturing facility in North Carolina, U.S.
- Capacity expansion of manufacturing facility in North Carolina, U.S., etc.
In addition to the above, new installations, M&A, and Bio CDMO business(project) for which eligibility has been confirmed, such as capacity
expansion of the existing plants and technology development, are also
nominated projects, including new projects planned and to be
implemented in the future. Projects that are eligible for use of proceeds
will be reported through pre-issuance or post-issuance reporting etc.

Table-2 Sustainable Development Goals (SDGs) initiatives*to be achieved by FUJIFILM Holdings
SDGs Goals

FUJIFILM Holding Corporation Initiatives

3. Good health and well-being

17. Partnerships for the goals

Building new manufacturing bases, M&A, capital
investment for production capacity
enhancement, development for high-efficiency
and high-productivity technologies, etc., on Bio
CDMO business＊ The relevance of the SDGs is complementary to the issuance of social bond, referring toGreen, Social and Sustainability Bonds: A High-Level Mapping to the Sustainable
Development Goals published by ICMA, which defines the Social Bond Principles. This is acomplementary to the issuance of social bond and is not directly related to the purpose forthe use of proceeds.

Use of Proceeds categories as per SBP☐
Affordable basic infrastructure☒

Access to essential services☐

Affordable housing☐☐

Food security and sustainable
food systems
Considered to meet the SBP
classification or is not listed in
the SBP but is an eligible area☐

Employment generation, and programs designed toprevent and/or alleviate unemployment stemming fromsocioeconomic crises, including through the potential
effect of SME financing and microfinance
Socioeconomic advancement and empowerment☐

Other (please specify):☐

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(2)Process for Project Evaluation and Selection
Through the review, DNV confirmed that FUJIFILM Holdings Corporation Social Bond
projects have been selected based on the "Sustainable Value Plan 2030"/"Materiality,"
and that the Accounting & Finance Division will consult with the Corporate
Communication Division, ESG Division, and related Business Division, and will selecteligible projects that meet the eligible criteria. DNV also confirmed that when FUJIFILM
Holdings issues the Social Bonds, the Corporate Vice President in charge of the
Accounting & Finance Division will make the final decision on the selected eligible
projects, and the results of the decision will be reported to the Board of Directors.
In addition, DNV confirmed that FUJIFILM Holdings meets the eligibility criteria set forthin “Section II Scope and Objectives (3) Standards/guidelines to be applied” in selecting
the project. Along with that, DNV confirmed that the following environmental and social
risk mitigation initiatives are in place or have established processes and criteria to be
implemented when it is deemed necessary to consider negative impacts associated withproject implementation.



Identification of risks, formulation and implementation of action plans on a global
basis for all companies under FUJIFILM Holdings, based on the Fujifilm Group's risk
management regulations. Risk items include the impact of economic conditions andexchange rate fluctuations on business performance, environmental changes andcompetition by business, production activities, public regulations, and environmental
regulations.



As stipulated in the Fujifilm Group's Green Policy (Environmental Policy), FUJIFILM
Holdings comply with the rules established in each country and region where
FUJIFILM Holdings operates, as well as with voluntary regulations, standards, andindividually agreed-upon requirements of Group companies. When acquiring land or
buildings through M&A, FUJIFILM Holdings conducts environmental due diligence andevaluates soil and groundwater contamination.

Conduct due diligence on occupational safety, labour and human rights. The Fujifilm
Group supports international principles on human rights, including the United Nations
International Bill of Human Rights and the United Nations Guiding Principles on
Business and Human Rights, and declares in its Fujifilm Group Human Rights
Statement that it will take necessary measures to assess and reduce the risk ofhuman rights violations in its business activities. Evaluating the suitability ofinvestments at the time of M&A from the perspective of occupational safety andlabour risks, as well as conducting periodic human rights due diligence on all
operations.

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The Fujifilm Group has appointed a person responsible for compliance and risk
management at each operating company and group company, and a system is in placefor each organization to report regularly to the ESG Committee, which is chaired by thepresident. The ESG Committee also reports regularly to the Board of Directors. The Boardof Directors is responsible for overseeing the compliance and risk management of theentire group, and provides instructions and advice in response to reports from the ESG
Committee to ensure the effectiveness of the process.
Evaluation and Selection☒☒☒

Conforms to the issuer's achievement ofsocial contribution goals
The project is eligible for use of proceeds
by social bond and transparency isensured.
The project is evaluated and selected basedon the published standard summary☒

Documented process to determine that projects
fit within defined categories
Documented process to identify and manage
potential ESG risks associated with the project☒☒

Other (please specify): Refer to the four
elements of the SBP in the evaluation andselection of projects to which funds to be raised
through social bonds will be allocated.

Information on responsibility and accountability☒

Evaluation / Selection criteria subject toexternal advice or verification☐

Other (please specify):☒

In-house assessment

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(3)Management of Proceeds

DNV confirmed how FUJIFILM Holdings will track and manage the proceeds from bondissuance to redemption period.
DNV confirmed that FUJIFILM Holdings plans to allocate the proceeds to new investmentsor refinancing of eligible projects in a timely manner after the financing.
The Accounting & Finance Division of FUJIFILM Holdings will allocate and manage theproceeds so that the entire amount of proceeds from the Social Bonds will be allocated toeligible projects, and will confirm the allocation status of the proceeds on an annual basis.
In the event that unallocated proceeds arise, projects that meet the eligibility criteria will
be selected and allocated.
Until the proceeds from the Social Bond are allocated to eligible projects, the proceeds will
be managed in cash or cash equivalents.
• FUJIFILM Holdings has established internal controls to ensure the appropriateness ofoperations in accordance with the basic policy of the internal control system, and isequipped with controls to track the allocation of proceeds in accordance with theoperational procedures and flowcharts based on this policy.
• The proceeds from the social bonds are deposited in the same account as otherfunds, and are managed separately in Excel so that they can be allocated to targetedsocial projects. This ensures that the amount of social bond proceeds does not exceed
the actual investment amount to be allocated at the fundraising stage.
• Documents related to fund management shall be retained for at least 10 years inaccordance with the document management rules established by FUJIFILM Holdings.

Tracking of proceeds:☒

Some or all of the proceeds by social bonds that are planned to be allocated are systematically☒Disclosure of intended types of temporary investment instruments for unallocated proceeds☐

Other (please specify):

distinguished or tracked by the issuer.

Additional disclosure:☐

Allocations to future investments only☒

Allocations to both existing and future
investments☐

Allocation to individual disbursements☒

Allocation to a portfolio of disbursements☐

Disclosure of portfolio balance of☐

Other (please specify):

unallocated proceeds

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(4)Reporting
DNV confirmed that FUJIFILM Holdings would report annually on the FUJIFILM Holdings
website regarding social bond specific information required by the SBP etc.
The following allocation status and social benefits will be reported on an annual basis
until the proceeds are fully allocated to the project and the production facilities are incommercial operation. The social benefits will be disclosed on a portfolio-by-portfolio
basis, as far as is reasonably feasible and with considering confidentiality andnondisclosure requirements. If there are material changes in the project, FUJIFILM
Holdings will disclose them on its website in a timely manner.
Key reporting items will include:<Allocation status>
 Allocated amount, unallocated amount, scheduled allocation period andmanagement method during the unallocated period
 Approximate refinance amount (or share)<Social benefits> Project outline (location, size, etc.)
 Production capacity of Bio CDMO business (L)Use of proceeds reporting:☒

Project-by-project☐

On a project portfolio basis☐

Linkage to individual bond(s)☐Other (please specify):

Information reported:☒

Allocated amounts☐

Other (please specify):☒

Social Bond refinanced share of total investment

Frequency:☒

Annual☐Other (please specify):☐

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Semi-annualImpact Reporting (Social Benefits):☐

Project-by-project☒

On a project portfolio basis☐

Linkage to individual bond(s)☐Other (please specify):

Frequency:☒

Annual☐Other (please specify):☐

Semi-annual☐

beneficiary

Information reported (expected or ex-post):☐

Number of beneficiaries☒

Other (please specify): Production
capacity of Bio CDMO business (L)Disclosure Method☐

Information published in financial report☐

Information published in social report☐

Information published in ad hoc documents☒

Other (please specify): FUJIFILM Holdings☐

Reporting reviewed (if yes, please specify which parts of the reporting are subject to external

websitereview)

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Assessment Conclusion
On the basis of the information provided by FUJIFILM Holdings Framework and the work
undertaken, it is DNV’s opinion that the FUJIFILM Holdings meets the criteria established in
the DNV’s Protocol and that it is aligned with the stated definition or purpose of social bondwithin the SBP etc., which is to "enable capital-raising and investment for new and existing
projects with social benefits."

DNV Business Assurance Japan K.K.
1 July 2024

Jun Chokai

Naoki Maeda

Technical Reviewer

Managing Director/SCPA Vice President

DNV Business Assurance Japan K.K.

DNV Business Assurance Japan K.K.

Masato Kanedome
Project Leader / Assessor
DNV Business Assurance Japan K.K.
About DNV
Driven by our purpose of safeguarding life, property and the environment, DNV enables organisations to advance thesafety and sustainability of their business. Combining leading technical and operational expertise, risk methodology andin-depth industry knowledge, we empower our customers’ decisions and actions with trust and confidence. We
continuously invest in research and collaborative innovation to provide customers and society with operational andtechnological foresight.
With our origins stretching back to 1864, our reach today is global. Operating in more than 100 countries, our 16,000
professionals are dedicated to helping customers make the world safer, smarter and greener.

Disclaimer
Responsibilities of the Management of the Issuer and the Second-Party Opinion Providers, DNV : The management ofIssuer has provided the information and data used by DNV during the delivery of this review. Our statement represents
an independent opinion and is intended to inform the Issuer management and other interested stakeholders in the Bond
as to whether the established criteria have been met, based on the information provided to us. In our work we haverelied on the information and the facts presented to us by the Issuer. DNV is not responsible for any aspect of thenominated assets referred to in this opinion and cannot be held liable if estimates, findings, opinions, or conclusions areincorrect. Thus, DNV shall not be held liable if any of the information or data provided by the Issuer’s management andused as a basis for this assessment were not correct or complete

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Schedule-1 Social Bond Nominated Projects
The projects in the table below are examples of representative projects that have already been assessed for eligibility at the time of the
Framework assessment (as of July 2024).
In subsequent social bonds issued under the FUJIFILM Holdings Social Bond Framework, one or more projects, including examples ofrepresentative projects, and Bio CDMO business (project) that is confirmed as eligible* may be added. The overview of the added projects etc.
will be reported in the pre-issuance disclosure document or in a post-issuance reporting etc.
*

Added social projects will be assessed for eligibility in advance by FUJIFILM Holdings based on the Framework and will be assessed by DNV as
needed in a timely manner.
Eligibility criteria (social projects)

Social Projects Category

Target Population

Examples of representative projects
Example- Capacity expansion of Denmark Manufacturing site

Building new manufacturing bases,
M&A, capital investment for production
capacity enhancement,
development for high efficiency andhigh productivity technologies, etc., on
Bio CDMO business- New manufacturing facility in North Carolina, U.S.

Access to essential services(Health, Healthcare)- Capacity expansion of manufacturing facility in North
Carolina, U.S., etc.

Sub category(Secondary and additional benefits):
Responding to unmet medical needs
and improving access to medical
services through a stable supply ofhigh-quality biopharmaceuticals

Biopharmaceutical users

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In addition to the above, new installations, M&A,
and Bio CDMO business (project) for which eligibility
has been confirmed, such as capacity expansion of
the existing plants and technology development, arealso nominated projects, including new projects
planned and to be implemented in the future.
Projects that are eligible for use of proceeds will bereported through pre-issuance or post-issuancereporting etc.

Schedule-2 Social Bond Eligibility Assessment Protocol
The following SBP-1 ~ SBP-4 are DNV's Social Bond Eligibility Assessment Protocol created for FUJIFILM Holdings based on the requirements of SBP(2023). The "Confirmed documents” in the work undertaken includes internal documents of the issuer and are provided by the FUJIFILM Holdings
as evidence of eligibility judgement for DNV.

SBP-1 Use of Proceeds
Ref.

Criteria

Requirements

Work Undertaken

DNV Findings

1aType ofbond

The bond must fall in one of thefollowing categories:•
Use of Proceeds Bond•
Revenue Bond•
Project Bond•
Securitized or covered Bond

Confirmed Documents:• Social Bond Framework• Social Bonds eligibility
Assessment Materials
Interviews with stakeholders

Through the evaluation process, DNV confirmed that FUJIFILM
Holdings' social bonds fall into the following categories

The cornerstone of a Social Bond is theutilization of the proceeds of the bondwhich should be appropriately describedin the legal documentation for the
security.

Confirmed Documents:• Social Bond Framework• Social Bonds eligibility
Assessment Materials
Interviews with stakeholders

The social bond nominated projects to which the proceeds will beallocated correspond to the following representative eligible
projects as classified in the SBP etc.

All designated Social Project categories
should provide clear socially sustainable
benefits, which, where feasible, will bequantified or assessed by the issuer.

Confirmed Documents:
 “JPMA Industry Vision 2025”of the Japan Pharmaceutical
Manufacturers Association

DNV evaluated and confirmed that the social project is solution
for the objective social issue, that local characteristics are taken
into account, and that the target population and social

1b1cSocialProject
Categories

Socialbenefits

Page 23 of 27(Standard) Social Bond

“Access to essential services (health, healthcare)”
The project will also make an incidental contribution to"Responding to unmet medical needs and improving access to
medical services through a stable supply of high-quality
biopharmaceuticals"
Information on the use of the proceeds will be included in the
Amended Shelf Registration Statement and the Supplemental
Shelf Registration Statement and is compliant.

Ref.

1d

Criteria

Refinancing
share

Requirements

In the event that a proportion of theproceeds may be used for refinancing,
it is recommended that issuers provide
an estimate of the share of financing
vs. refinancing, and where appropriate,
also clarify which investments or
project portfolios may be refinanced.

Work Undertaken

DNV Findings

 "Pharmaceutical Industry
Vision 2021" of Ministry of
Health, Labour and Welfare
 Social Bond Framework
 Social Bonds Qualification
Assessment Materials

contribution (outcome) of the project are clearly identified by theissuer.
Based on materials from the Ministry of Health, Labour andWelfare, Ministry of Economy, Trade and Industry (METI), andindustry associations, DNV confirmed that social project is a
globally recognized social issue and that the results arequantitatively evaluated against social benefits through the stableproduction and supply of biopharmaceuticals as the global supply
chain of pharmaceuticals becomes more and more problematic.
DNV also confirmed that "Biopharmaceutical users" wereidentified as beneficiaries of the social project.

Confirmed Documents:• Social Bond Framework• Social Bonds eligibility
Assessment Materials

DNV confirmed that the proceeds from the Social Bond will beallocated to the Bio CDMO business (project) that meets the
typical social project categories and eligibility criteria as identified
in the SBP etc.
Of these, in the case of allocation to an existing project, DNV
confirmed that the project must have been implemented within
36 months retroactively from the issuance of the Social Bond.
FUJIFILM Holdings will report the social projects subject forrefinancing in its annual reporting.

Interviews with stakeholders

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SBP-2 Process for Project Evaluation and Selection
Ref.

Criteria

Requirements

Work Undertaken

DNV Findings

2aInvestmentdecision
process

The issuer of a Social Bond should outline theConfirmed Documents:• Social Bond Framework• Social Bonds eligibility
Assessment Materials
Interviews with stakeholders

DNV confirmed from the Social Bond Framework that the
FUJIFILM Holdings Accounting & Finance Division will consult
with the Corporate Communications Division, ESG Division,and relevant Divisions, and will select eligible projects thatmeet the eligible criteria, and then, the officer in charge ofaccounting will make the final decision on the project. DNV
also confirmed that the results of this process will bereported to the Board of Directors.
DNV also confirmed that negative effects on the environmentand society associated with social projects are extracted andevaluated based on the Fujifilm Group's risk management
regulations when evaluating and selecting social projects,
and that action plans are formulated and implemented.

Confirmed Documents:• Social Bond Framework• Social Bonds eligibility
Assessment Materials
Interviews with stakeholders

As a result of a comprehensive review of FUJIFILM Holdings'
business activities, including the Social Bond Framework andinformation disseminated externally, DNV confirmed throughthe assessment that FUJIFILM Holdings' sustainability
management practices, efforts to address SDGs and ESG
risks, and the output from its business activities willcontribute to social benefits. In an interview with FUJIFILM
Holdings officials, DNV confirmed that the social projects that
FUJIFILM Holdings has implemented or will implement in its
Bio CDMO business are effective in realizing a sustainable
society.

decisionmaking process it follows todetermine the eligibility of projects using
Social Bond proceeds. This includes, without
limitation:• A process to determine how the projects fit
within the eligible Social Projects categories
identified in the ICMA SBP 2020;• The criteria making the projects eligible forusing the Social Bond proceeds;• The social sustainability objectives

2bIssuer’s
environmentand social
governanceframework

In addition to information disclosed by anissuer on its Social Bond process, criteria andassurances, Social Bond investors may also
take into consideration the quality of theissuer’s overall framework and performance
regarding social sustainability.

FUJIFILM Holdings website

Page 25 of 27

SBP-3 Management of Proceeds
Ref.

Criteria

3a

Tracking
procedure

3b

3cTracking
procedure

Temporaryholdings

Requirements

Work Undertaken

DNV Findings

The net proceeds of Social Bonds should be
credited to a sub-account, moved to a subportfolio or otherwise tracked by the issuer in
an appropriate manner and attested to by aformal internal process that will be linked to theissuer’s lending and investment operations forSocial Projects.

Confirmed Documents:• Social Bond Framework• Social Bonds eligibility
Assessment Materials
Interviews with stakeholders

DNV confirmed through document review and interviews
the following required by the cash management.

So long as the Social Bonds are outstanding,the balance of the tracked proceeds should beperiodically reduced by amounts matchingeligible Social investments or loan
disbursements made during that period.

Confirmed Documents:• Social Bond Framework• Social Bonds eligibility
Assessment Materials
Interviews with stakeholders

DNV confirmed through document review and interviews
the following required by the cash management

Pending such investments or disbursements toeligible Social Projects, the issuer should makeknown to investors the intended types of
temporary investment instruments for thebalance of unallocated proceeds.

Confirmed Documents:• Social Bond Framework• Social Bonds eligibility
Assessment Materials
Interviews with stakeholders

DNV confirmed through document review and interviews
the following required by the cash management.

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The net proceeds will be credited to the account of
FUJIFILM Holdings and allocated through group companies
to the eligible projects indicated in Schedule-1. The
proceeds from the Social Bond will be managed by theaccounting management system, which will specify therecipients and the amount of proceeds to be allocated.

Tracking and management of proceeds from social bonds(deposits, withdrawals, and balance checks) is conductedby the FUJIFILM Holdings Accounting & Finance Division ona quarterly basis, and is controlled by the accounting
management system and internal regulations.

The proceeds will be managed in cash or cash equivalents
until the time of actual allocation.

SBP-4 Reporting
Ref.

Criteria

4aPeriodical
reporting

Requirements

Work Undertaken

DNV Findings

In addition to reporting on the use of proceeds andthe temporary investment of unallocated proceeds,
issuers should provide at least annually a list of
projects to which Social Bond proceeds have been
allocated including - when possible with regards toconfidentiality and/or competitive considerations - abrief description of the projects and the amounts
disbursed, as well as the expected sociallysustainable impact.

Confirmed Documents:• Social Bond Framework• Social Bonds eligibility Assessment
Materials
Interviews with stakeholders

FUJIFILM Holdings plans to disclose
information once a year on the
FUJIFILM Holdings website regarding
specific items required by the Social
Bond (reporting of allocation status
and impact reporting).
Disclosure will include a report on the
allocation status, a project overview,and the production capacity that the
Bio CDMO project has, to the extent
possible from a confidentiality andnondisclosure standpoint.

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