Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Securities code: 9749
March 2, 2016
To Shareholders with Voting Rights:
Satoyasu Sakashita
President & Representative Director
FUJI SOFT INCORPORATED
1-1 Sakuragi-cho, Naka-ku, Yokohama-shi,
Kanagawa

NOTICE OF CONVOCATION OF
THE 46TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 46th Annual General Meeting of Shareholders of FUJI SOFT
INCORPORATED (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or by voting via theInternet. Please review the Reference Documents for the General Meeting of Shareholders as describedhereinafter and exercise your voting rights by no later than 5:30 p.m. on Thursday, March 17, 2016, Japan
Time. You are requested to exercise your voting rights either by indicating your votes for or against the
proposals on the enclosed Voting Rights Exercise Form and returning the form so that it is received by theabove deadline, or by accessing our designated website for exercising voting rights (http://www.evote.jp/)(Japanese only)and entering your votes by the above deadline.
1. Date and Time:

Friday, March 18, 2016 at 3:00 p.m., Japan time (reception starts at 2:00 p.m.)

2. Place:

FUJISOFT AKIBA HALL, 5F, the Company’s Akihabara Building,
3 Kandaneribei-cho, Chiyoda-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
46th Fiscal Year (January 1, 2015 - December 31, 2015) and results of audits
by the Accounting Auditor and the Board of Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 46th Fiscal Year
(January 1, 2015 - December 31, 2015)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Seven (7) Directors
Proposal 2:
Election of One (1) Auditor
Proposal 3:
Granting of Retirement Benefits to a Retiring Director
Proposal 4:
Granting of Retirement Benefits to a Retiring Auditor
Proposal 5:
4. Matters Decided upon Convocation with regard to the Exercise of Voting Rights:(1) If you submit a Voting Rights Exercise Form without indicating your approval or disapproval orabstention for any proposal, your vote for the proposal shall be counted as an approval.
(2) If you exercise your voting rights via the Internet more than once, only your final vote shall becounted as valid.
(3) If you exercise your voting rights both via the Internet and by submitting a Voting Rights Exercise
Form, your votes via the Internet shall be counted as valid.
(4) You may exercise your voting rights by appointing one other shareholder with voting rights of theCompany as your proxy. In this case, please note that the proxy must submit to the Company adocument certifying authority of representation.

-1-

Guidance for Exercising Your Voting Rights-

If you attend the meeting in person:
Please submit the enclosed Voting Rights Exercise Form at the reception desk on the day of the meeting.

- If you do not attend the meeting in person:(1) Voting by mail (in writing):
Please review the Reference Documents for the General Meeting of Shareholders and return the
Voting Rights Exercise Form with your votes by mail. The completed form must reach us by 5:30
p.m., Thursday, March 17, 2016, Japan time.
(2) Voting via the Internet:
Please access our designated website for exercising voting rights (http://www.evote.jp/) from your PC,
smartphone, or mobile phone, enter the log-in ID and temporary password indicated in your Voting
Rights Exercise Form, and enter your votes by following the instructions on the screen after
reviewing the Reference Documents for the General Meeting of Shareholders. Your votes must beentered by no later than 5:30 p.m., Thursday, March 17, 2016, Japan time.

-----------------------------------------------------------------------------------------------------------------------------From among the documents to be attached to this Notice of Convocation of the Annual General
Meeting of Shareholders, the following are posted in “Items for Disclosure on the Internet Pursuant toLaws and Regulations and the Articles of Incorporation” on the Company’s website on the Internet(http://www.fsi.co.jp/ir/soukai/meeting.html) (Japanese only), according to the provisions of laws andregulations and Article 14 of the Articles of Incorporation of the Company: “6. Development of the
System for Ensuring Appropriateness of Operations of the Company and the Business Group Consistingof the Company and its Subsidiaries” in the Business Report; the “Consolidated Statements of Changes in
Net Assets” in the Consolidated Financial Statements; the “Notes to the Consolidated Financial
Statements”; the “Non-consolidated Statements of Changes in Net Assets” in the Non-consolidated
Financial Statements; and the “Notes to the Non-consolidated Financial Statements.” Accordingly, theaforementioned documents are not included in the documents attached to this Notice of Convocation of
the Annual General Meeting of Shareholders. The documents attached to this Notice are therefore part ofthe documents audited by the Auditors and the Accounting Auditor for the preparation of their Audit
Report.
Any revisions to the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements, and Non-consolidated Financial Statements will be posted on the
Company’s website (http://www.fsi.co.jp/ir/soukai/meeting.html) (Japanese only).

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Partial Amendments to the Articles of Incorporation
1. Reasons for amendments(1) The Act for Partial Revision of the Act for Securing the Proper Operation of Worker Dispatching
Undertakings and the Protection, etc. of Dispatched Workers (Act No.73 of 2015) was enforced
on September 30, 2015 and the demarcation between specialized job placement and general job
placement was abolished. Accordingly, the partial amendments to Article 2 (Purpose) is proposed.
(2) Upon the enforcement of the Act for Partial Revision of the Companies Act (Act No. 90 of 2014)
on May 1, 2015, it has become possible to conclude liability limitation agreements with
non-executive Directors and Auditors who are not Outside Auditors.
Accordingly, in order to facilitate the recruitment of appropriate human resources and to havethem fully perform their expected roles, the partial amendments to Article 24 (Exemption fromliability of Directors) and Article 30 (Exemption from liability of Auditors) is proposed. Each
Auditor has agreed to the amendments to Article 24.
2. Description of amendments
Description of the amendments are as follows.
(Amended parts are underlined.)
Proposed amendment

Current(Purpose)
Article 2. The purpose of this Company is toengage in the following businesses:(Purpose)
Article 2. (Unchanged)(1) to (20) (Omitted)(1) to (20) (Unchanged)(21) General and specialized worker
dispatching undertakings(21) Worker dispatching undertakings(22) to (24) (Omitted)(22) to (24) (Unchanged)(Exemption from liability of Directors)
Article 24. 1. (Omitted)
2. Pursuant to Article 427, Paragraph 1of the Companies Act, the Company
may enter into an agreement with
Outside Directors to limit their
liability for damages in the event ofnegligence of their duties. However,
the maximum amount for suchliability based on this agreement shallbe at least 10 million yen and shall beeither the amount set in advance or as
established by laws and regulations,whichever is greater.

(Exemption from liability of Directors)
Article 24. 1. (Unchanged)
2. Pursuant to Article 427, Paragraph 1of the Companies Act, the Company
may enter into an agreement with
Outside Directors and othernon-executive Directors to limit their
liability for damages in the event ofnegligence of their duties. However,
the maximum amount for suchliability based on this agreement shallbe at least 10 million yen and shall beeither the amount set in advance or as
established by laws and regulations,whichever is greater.

-3-

Current(Exemption from liability of Auditors)
Article 30. 1. (Omitted)
2. Pursuant to Article 427, Paragraph 1of the Companies Act, the Company
may enter into an agreement with
Outside Auditors to limit their liability
for damages in the event of negligenceof their duties. The maximum amountfor such liability based on thisagreement shall be based on theamount set by laws and regulations.

Proposed amendment(Exemption from liability of Auditors)
Article 30. 1. (Unchanged)
2. Pursuant to Article 427, Paragraph 1of the Companies Act, the Company
may enter into an agreement with
Auditors to limit their liability fordamages in the event of negligence of
their duties. The maximum amount forsuch liability based on this agreement
shall be based on the amount set bylaws and regulations.

-4-

Proposal 2:

Election of Seven (7) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of seven (7) Directors is proposed.
The candidates for Director are as follows.
No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
May 1970

1

2

Hiroshi Nozawa(May 17, 1942)

Satoyasu Sakashita(July 22, 1961)

May 1973
April 2001
June 2004
June 2008
September 2009
October 2009
October 2011
June 2012

Director, FUJI SOFTWARE LABORATORY, LTD. (present FUJI
SOFT INCORPORATED)
President & Representative Director
Chairman & Representative Director
Chairman, President & Representative Director
Chairman & Representative Director
Resigned as Director
Chairman
Chairman & Operating Officer
Chairman & Representative Director (to the present)[Reasons for nomination]
Mr. Hiroshi Nozawa, who has been serving the Company since its foundation in 1970,
has performed duties as President & Representative Director and Chairman &Representative Director and has a wealth of management experience and achievements.
His experience and knowledge will continue to be indispensable for the management of
the Company. Therefore, we nominate him as a candidate for Director.
April 1985
Joined Nomura Computer Systems Co., Ltd. (present Nomura
Research Institute, Ltd.)
April 2003
General Manager of 2nd Knowledge System Business Department,
Nomura Research Institute, Ltd.
April 2004
Joined the Company
Assistant Director of Outsourcing Business Division
May 2005
Deputy Director of IT Business Division
June 2005
Director
June 2007
Executive Director
June 2009Retired as Director
June 2009
Executive Operating Officer
June 2010
Executive Director
September 2011
Representative Senior Executive Director
October 2011
President & Representative Director
June 2012
President & Representative Director (to the present)[Reasons for nomination]
Mr. Satoyasu Sakashita, after experiencing and participating in the execution ofbusiness in various business divisions of the Company, has achieved experience inmanagement as a President & Representative Director since 2011. His experience andknowledge will continue to be indispensable for the management of the Company.
Therefore, we nominate him as a candidate for Director.

-5-

Number ofshares of theCompany held

1,545,330

8,600

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1993
June 2006

3

June 2008
June 2009
June 2009
April 2012
Yoshinobu Takebayashi
June 2013(March 1, 1969)
April 2015

Joined the Company
Director of ET Business Department, System Development
Business Division
Director
Retired as Director
Operating Officer
Executive Operating Officer
Director & Executive Operating Officer
Director & Senior Executive Operating Officer (to the present)

Number ofshares of theCompany held

9,000

[Reasons for nomination]
Mr. Yoshinobu Takebayashi has a wealth of experience in the system integration
business, corporate planning, and sales. His experience and knowledge will continue

4

Koichi Toyota(December 13, 1961)

to be indispensable for the management of the Company. Therefore, we nominate him
as a candidate for Director.
April 1984
Joined PC Computing Services Co., Ltd.
March 1986
Joined Taiyo System Development Co., Ltd.
March 1993
Joined Micro System Technologies Incorporated
March 1996
Joined the Company
June 2006
Director of Manufacturing System Business Department, IT
Business Division
April 2007
Director of Industrial System Business Department, IT Business
Division
October 2009
Director of Industrial Systems Unit, System Development BusinessGroup
April 2010
Operating Officer
April 2012
Executive Operating Officer
June 2013
Director, VINX CORP. (to the present)
March 2014
Director & Executive Operating Officer of the Company
April 2015
Director & Senior Executive Operating Officer (to the present)[Significant concurrent positions]
Director, VINX CORP.
[Reasons for nomination]
Mr. Koichi Toyota has a wealth of experience and knowledge in the IT industry andexperience in all of the businesses of the Company. His experience and knowledge willcontinue to be indispensable for the management of the Company. Therefore, we
nominate him as a candidate for Director.

-6-

1,400

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1967
December 1975

June 1997
June 1998
June 2000

June 2003
June 2005
Tsuneo Futami

5November 2005

(February 16, 1943)
December 2005
[Candidate for
Outside Director]

April 2007
April 2010
April 2011
June 2011
June 2012

Joined Tokyo Electric Power Company, Incorporated
Dispatched to Power Reactor Development Division, Atomic
Energy Bureau, Science and Technology Agency (present Ministryof Education, Culture, Sports, Science and Technology)
General Manager of Fukushima Daiichi Nuclear Power Station,
Tokyo Electric Power Company, Incorporated
Director and General Manager of Fukushima Daiichi Nuclear Power
Station, Tokyo Electric Power Company, Incorporated
Managing Director and General Manager of Plant Siting &Environment Division, Tokyo Electric Power Company,
Incorporated
Director, Central Research Institute of Electric Power Industry
Representative Director and Executive Vice President, The Japan
Utility Subway Company, Incorporated
Professor at Department of Management, Business BreakthroughGraduate School University (present Kenichi Ohmae Graduate
School of Business) (to the present)
Specially Designated Director, Japan Agency for Marine-Earth
Science and Technology
Visiting Professor at Graduate School of Engineering, Tokai
University
Professor at Faculty of Management, Business Breakthrough
University
Specially Designated Professor at Graduate School of Science andEngineering, Tokyo Institute of Technology (to the present)
Director of the Company (to the present)
Auditor, Foundation for Laver Cultivation Promotion (to thepresent)[Reasons for nomination]
Mr. Tsuneo Futami has a wealth of experience and a wide range of knowledge as an
executive manager, has appropriately supervised and advised the Company in its
business operations, and is expected to appropriately perform his duties as an Outside
Director of the Company. Therefore, we nominate him as a candidate for Outside
Director.

-7-

Number ofshares of theCompany held

200

No.

Name

Career summary, positions, responsibilities
and significant concurrent positions(Date of birth)
April 1973

April 1978
August 1992
April 1999
April 2000
April 2002
April 2004
April 2006
October 2011
Shinichi Yuta

6

April 2012

(March 28, 1948)[Candidate for
Outside Director]

June 2012
July 2012
March 2014
November 2014
December 2014

Research Associate at Department of Electrical Engineering,
Faculty of Engineering, Tokyo University of Agriculture andTechnology
Lecturer at Institute of Information Sciences and Electronics,
University of Tsukuba
Professor at Institute of Information Sciences and Electronics,
University of Tsukuba
Professor at Institute of Engineering Mechanics and Systems,
University of Tsukuba
Dean of College of Engineering Systems, University of Tsukuba
Chairman of Institute of Engineering Mechanics and Systems,
University of Tsukuba
Vice President and Executive Director, Professor at School of
Systems and Information Engineering, University of Tsukuba
Director of Tsukuba Industrial Liaison and Cooperative ResearchCenter, University of Tsukuba
Professor at Faculty of Engineering, Information and Systems,
University of Tsukuba
Professor Emeritus, University of Tsukuba
Specially Designated Professor at College of Engineering,
Shibaura Institute of Technology (to the present)
Guest Researcher for Public Works Research Institute (to thepresent)
Advisor for the City of Tsukuba, Ibaraki Prefecture (to the present)
Director of the Company (to the present)
President, New Unmanned Construction Technology Research
Association (to the present)
Contract Researcher for New Energy and Industrial Technology
Development Organization (to the present)[Significant concurrent positions]
President, New Unmanned Construction Technology Research Association[Reasons for nomination]
Mr. Shinichi Yuta has an objective perspective derived from his career outside ourindustry, and has acquired advanced academic knowledge in the field of information
sciences through his activities to promote leading-edge technologies. He has
appropriately supervised and advised the Company in its business operations by making
use of his viewpoint and knowledge and is expected to appropriately perform his duties
as an Outside Director of the Company. Therefore, we nominate him as a candidate for
Outside Director.

-8-

Number ofshares of theCompany held

0

No.

Name

Career summary, positions, responsibilities
and significant concurrent positions(Date of birth)
April 1982
June 2006
July 20067

Yukihiro Inohara(March 17, 1962)

April 2007
April 2012
April 2013
April 2015

Joined the Company
Deputy Director of Industrial System Business Department, IT
Business Division
Director of Industrial System Business Department, IT
Business Division
Deputy Director of IT Business Division
Deputy Director of Sales Division
Operating Officer
Executive Operating Officer (to the present)

Number ofshares of theCompany held

4,190

[New candidate][Reasons for nomination]
Mr. Yukihiro Inohara has acquired a wealth of business experience through his work inpromoting business as an Executive Manager and COO of Sales and Technology after
serving in various business divisions. His experience and knowledge will be
indispensable for the management of the Company. Therefore, we nominate him as a
new candidate for Director.
(Notes)1. The number of shares of the Company held is as of December 31, 2015.
2. There are no special interests between any of the candidates for Director and the Company.
3. Mr. Tsuneo Futami is currently an Outside Director of the Company and his term of office as Outside Director will
have been four (4) years and nine (9) months at the conclusion of this General Meeting of Shareholders.
4. Mr. Shinichi Yuta is currently an Outside Director of the Company and his term of office as Outside Director will havebeen two (2) years at the conclusion of this General Meeting of Shareholders.
5. The Company has entered into liability limitation agreements with Mr. Tsuneo Futami and Mr. Shinichi Yuta and will
renew the agreements if their re-election is approved. The maximum liability limit under each agreement is 10 million
yen or the amount provided by laws and regulations, whichever is greater, on the condition that they have respectively
conducted their duties in good faith and without gross negligence.
6. For details on the positions and responsibilities of the candidates for Director in the Company, please also see pages 24
through 26.

-9-Proposal 3:

Election of One (1) Auditor

The terms of office of Mr. Shigemi Ikushima, Auditor, will expire at the conclusion of this General
Meeting of Shareholders. Accordingly, the election of one (1) Auditor is proposed.
The Board of Auditors has given its approval to this proposal.
The candidate for Auditor is as follows.
Name(Date of birth)

Career summary, positions
and significant concurrent positions
April 1978

Joined The Dai-Ichi Kangyo Bank, Limited (present Mizuho Bank,

February 2004

General Manager of System Operation Department, Mizuho

May 2007

Seconded to the Company
Deputy Director of IT Business Division
Joined the Company
Deputy Director of IT Business Division
Director
Retired as Director
Operating Officer
Executive Operating Officer
Director & Executive Operating Officer
Director & Senior Executive Operating Officer
Retired as Director
Senior Executive Operating Officer (to the present)

Number ofshares of theCompany held

Ltd.)
Bank, Ltd.

May 2008
June 2008
June 2009
Masataka Yamaguchi
June 2009(November 10, 1953)
April 2011
June 2012[New candidate]
April 2013
March 2014
March 2014

[Reasons for nomination]
Mr. Masataka Yamaguchi has acquired a wealth of operational experience as COO of
Administration Division, Internal Control and Risk Management after serving in various
business divisions. We expect that he will appropriately perform his duties as an Auditor
based on his experience and knowledge. Therefore, we nominate him as a candidate for
Auditor.
(Notes)1. The number of shares of the Company held is as of December 31, 2015.
2. There are no special interests between the candidate for Auditor and the Company.

- 10 -

2,100

Proposal 4:

Granting of Retirement Benefits to a Retiring Director

We propose that retirement benefits be granted to Mr. Jintaro Nozawa upon his retirement as a Director
due to the expiration of his term of office at the conclusion of this General Meeting of Shareholders, toreward him of his services during his term of office, within a certain amount according to the standard
provided by the Company.
We also propose that the decisions on the specific amount, time, and method for granting his retirement
benefits be entrusted to the Board of Directors.
The name and career summary of the retiring Director are as follows.
Name
Jintaro Nozawa

Proposal 5:

March 2014
January 2015

Career summary
Director & Executive Operating Officer of the Company
Director (to the present)

Granting of Retirement Benefits to a Retiring Auditor

We propose that retirement benefits be granted to Mr. Shigemi Ikushima upon his retirement as an
Auditor due to the expiration of his term of office at the conclusion of this General Meeting of Shareholders,
to reward him of his services during his term of office, within a certain amount according to the standard
provided by the Company.
We also propose that the decisions on the specific amount, time, and method for granting his retirement
benefits be entrusted to the consultation of Auditors.
The name and career summary of the retiring Auditor are as follows.
Name
Shigemi IkushimaJune 2012
March 2014

Career summary
Auditor of the Company
Standing Auditor (to the present)- 11 -