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
February 26, 2020
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 50TH 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 50th 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 12, 2020, Japan Time.
1. Date and Time:
2. Place:

Friday, March 13, 2020 at 3:00 p.m., Japan time (reception starts at 2:00 p.m.)
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
50th Fiscal Year (January 1, 2019 - December 31, 2019) 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 50th Fiscal Year
(January 1, 2019 - December 31, 2019)
Proposals to be resolved:
Election of Nine (9) Directors
Proposal 1:
Election of One (1) Auditor
Proposal 2:
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 be counted
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.

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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(Opens at 3:00 p.m. on Friday, March 13, 2020).

- 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 12, 2020, Japan time.
(2) Voting via the Internet:
Please access our designated website for exercising voting rights (https://evote.tr.mufg.jp/) from yourPC, 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 be entered by nolater than 5:30 p.m., Thursday, March 12, 2020, Japan time.
* You can read this Notice of Convocation using a PC, a smartphone, or a tablet device.
-----------------------------------------------------------------------------------------------------------------------------The following items are posted on the Company’s website on the Internet (Japanese only), according to
the provisions of laws and regulations and Article 14 of the Articles of Incorporation of the Company andare not included in the documents attached to this Notice of Convocation of the Annual General Meeting of
Shareholders: “Development of the System for Ensuring Appropriateness of Operations of the Company andthe Business Group Consisting of the Company and its Subsidiaries” in the Business Report The “Consolidated Statements of Changes in Net Assets” and the “Notes to Consolidated
Financial Statements” in the Consolidated Financial Statements
 The “Non-consolidated Statements of Changes in Net Assets” and the “Notes to the Nonconsolidated Financial Statements” in the Non-consolidated Financial Statements
The documents attached to this Notice are therefore part of the documents audited by the Auditors andthe Accounting Auditor for the preparation of their Audit Report.
Any revisions to the Reference Documents for the General Meeting of Shareholders and other appendiceswill be posted on the Company’s website.
https://www.fsi.co.jp/ir/soukai/meeting.html (Japanese only)-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of nine (9) Directors is proposed.
The candidates for Director are as follows and matters concerning each candidate for Director are statedon pages 4 through 10.

No.

Name

Age

Current positionsin the Company

Attendance at theBoard ofDirectors
meetings

1

Hiroshi Nozawa(Reappointment)

77

Chairman &Representative
Director

100.0%(17/17)

2

Satoyasu Sakashita(Reappointment)

58

President &Representative
Director

100.0%(17/17)

3

Masaki Shibuya(Reappointment)

50

Director &Senior Executive
Operating Officer

100.0%(17/17)

4

Seto Arai(Reappointment)

53

Director &Senior Executive
Operating Officer

100.0%(17/17)

5

Yoshiharu Shiraishi(Reappointment)

48

Director &Executive
Operating Officer

100.0%(17/17)

6

Motohiro Harai(Reappointment)

58

Director &Executive
Operating Officer

100.0%(17/17)

7

Shinichi Yuta

(Reappointment)

Outside Independent71

Director

100.0%(17/17)

8

Minoru Koyama(Reappointment)

Outside Independent

65

Director

100.0%(14/14)9

Tateki Oishi(Reappointment)

Outside Independent64

Director

100.0%(14/14)(Notes)1. The age given for the candidates for Director represents their full age as of the conclusion of this General Meeting of
Shareholders.
2. Attendance at the Board of Directors meetings by Mr. Minoru Koyama and Mr. Tateki Oishi is calculated based on themeetings held after they assumed office on March 15, 2019 only.
3. Mr. Shinichi Yuta, Mr. Minoru Koyama and Mr. Tateki Oishi are the candidates for Outside Director. If they assume officeas Outside Directors, they will become independent officers under the provisions of the Tokyo Stock Exchange.

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No.

Name
(Date of birth)

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

1

Hiroshi Nozawa(May 17, 1942)[Reappointment]

2

Satoyasu Sakashita(July 22, 1961)[Reappointment]

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.

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Number ofshares of theCompany held

1,745,330

10,200No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1991
October 2006
October 2008
April 2010
April 2013
March 2017

3

Masaki Shibuya(October 8, 1969)[Reappointment]

April 2018

April 2019

Joined the Company
Deputy Director of System Development Business Division
Deputy Director of Technology Division
Operating Officer, General Manager of Robot Business Promotion
Department, and General Manager of R&D Section
Executive Operating Officer, and Director of Robot Business
Department
Director & Executive Operating Officer, and Director of Product
Service Business Division
Director & Senior Executive Operating Officer, Assistant ofRepresentative Director in Corporate Management, and COO of
Sales Manufacturing
Director & Senior Executive Operating Officer (to the present)
Assistant of Representative Director in Corporate Management, and
COO of Sales & Administration (to the present)

Number ofshares of theCompany held

1,500

[Reasons for nomination]

4

Seto Arai(January 9, 1967)[Reappointment]

Mr. Masaki Shibuya has promoted business as COO of Product Development, Sales
Manufacturing, etc. after serving in various business divisions. His experience andknowledge will be indispensable for the management of the Company. Therefore, we
nominate him as a candidate for Director.
October 2002
Joined the Company
October 2007
Deputy Director of Industrial System Business Department, IT
Business Division
April 2009
Director of Enterprise System Business Department, IT Business
Division
October 2012
Deputy Director of Solution Business Division & General
Manager of Technology Support Department
April 2013
Operating Officer, Deputy Director of Solution Business Division,and General Manager of Technology Support Department
April 2015
Director, FUJISOFT CHINA Corp. (to the present)
October 2015
Operating Officer, and Director of Solution Business Division
April 2016
Executive Operating Officer, and Director of Solution Business
Division
March 2018
Director & Executive Operating Officer, and Director of Solution
Business Division
April 2019
Director & Senior Executive Operating Officer (to the present)
Assistant of Representative Director in Corporate Management,
and COO of Technology & Production (to the present)[Significant concurrent position]
Director, FUJISOFT CHINA Corp.
[Reasons for nomination]
Mr. Seto Arai has a wealth of business experience in the system establishment field, a
core of the Company’s business. His experience and knowledge will be indispensablefor the management of the Company in its work to further expand the Company’sbusiness in the information service industry. Therefore, we nominate him as a candidate
for Director.

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500

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1992
December 2003
June 2006
April 2007
April 2010
April 2012
April 2015
April 2016

Yoshiharu Shiraishi

5(September 9, 1971)[Reappointment]

March 2017
March 2018
June 2018
April 2019

Joined the Company
General Manager of Sales Department, IT Business Division
Deputy Director of System Integration Business Department, IT
Business Division
General Manager of System Integration Business Promotion
Department, IT Business Division
General Manager of Sales Unit, System Development BusinessGroup
Operating Officer, and Deputy Director of Sales Division
Executive Operating Officer, Deputy Director of Sales Division, andDirector of Financial System Business Division
Executive Operating Officer, and Director of Financial System
Business Division
Director, TOSHO COMPUTER SYSTEMS CO., LTD. (to thepresent)
Director & Executive Operating Officer, Director of Financial
System Business Division, and COO of MS Business Department
Director, ACE SECURITIES CO., LTD.
Director & Executive Operating Officer (to the present)
Director of Financial System Business Division (to the present)[Significant concurrent position]
Director, TOSHO COMPUTER SYSTEMS CO., LTD.
[Reasons for nomination]
Mr. Yoshiharu Shiraishi currently oversees the financial system business department
after serving in various business and sales divisions. He is leading the Company’s
initiatives for the fintech field. His wealth of business experience will be indispensablefor the management of the Company. Therefore, we nominate him as a candidate for
Director.

-6-

Number ofshares of theCompany held

1,200

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
March 2004
October 2007
April 2012

April 2013

March 2016
April 2016

6

Motohiro Harai(January 26, 1962)[Reappointment]

May 2016
October 2017
November 2017
March 2018

Joined the Company
Director of Regenerative Medicine Research & Business Division,
Solution Business Division
Operating Officer, General Manager of Health Care Department,
Product Service Business Division, and Director of Regenerative
Medicine Research & Business Division
Operating Officer, Deputy Director of Product Service Business
Division, and Director of Regenerative Medicine Research &Business Division
President and Representative Director, FUJISOFT Tissue
Engineering Co., Ltd. (to the present)
Executive Operating Officer, and Director of Regenerative
Medicine Research & Business Division
Visiting Professor at Chiba University (to the present)
Executive Operating Officer, and COO of Regenerative Medicine
Research & Business Division
Visiting Professor at Kochi Medical School (to the present)
Director & Executive Operating Officer (to the present)
COO of Regenerative Medicine Research & Business Division (tothe present)[Significant concurrent position]
President and Representative Director, FUJISOFT Tissue Engineering Co., Ltd.
[Reasons for nomination]
Mr. Motohiro Harai is a leading person in the regenerative medicine field, has started up
the Company’s regenerative medicine division from scratch, and has been driving
business development for commercialization of regenerated cartilage created fromautologous cells for implant applications. He is indispensable to further expand theregenerative medicine business of the Company. Therefore, we nominate him as a
candidate for Director.

-7-

Number ofshares of theCompany held

1,500

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1973
April 1978
August 1992
April 1999
April 2000
April 2002
April 2004
April 2006
October 2011
April 2012

Shinichi Yuta
(March 28, 1948)

7[Reappointment][Outside Director][Independent Officer]

June 2012

March 2014
November 2014
April 2015
June 2015
April 2018

Research Associate at Department of Electrical Engineering, Facultyof Engineering, Tokyo University of Agriculture and Technology
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
Guest Researcher for Public Works Research Institute (currently
National Research and Development Agency Public Works
Research Institute) (to the present)
Outside Director (to the present)
President, New Unmanned Construction Technology Research
Association (to the present)
Specially Designated Professor at SIT Research Laboratories,
Shibaura Institute of Technology
President, New Technology Foundation (to the present)
Visiting Professor at SIT Research Laboratories, Shibaura Instituteof Technology (to the present)[Significant concurrent positions]
President, New Unmanned Construction Technology Research Association
President, New Technology Foundation[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

700

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1977
April 1991
April 1996
April 1999
June 2001
April 2004
April 2008
April 2009

Minoru Koyama(September 12, 1954)

8[Reappointment][Outside Director][Independent Officer]

April 2011

April 2014

June 2016
March 2019

Tateki Oishi(November 30, 1955)

9[Reappointment][Outside Director][Independent Officer]

Joined Amano Corporation
General Manager of Yokohama Factory, Amano Corporation
Vice President, Amano Cincinnati, Inc. (USA)General Manager of Yokohama Procurement, Amano Corporation
Director, Amano Corporation
Director & General Manager of General Affairs, Amano
Corporation
Director & Managing Operating Officer, Amano Corporation
Director & Managing Operating Officer; General Manager ofGeneral Affairs and Supervisory of Yokohama Factory, Tsukui
Factory and Shanghai Production, Amano Corporation
Director & Managing Operating Officer; Global Production
Supervisory and Factory Operations Supervisory, Amano
Corporation
Director & Managing Operating Officer; Global Manufacturing
Supervisory and Time Products Manufacturing Supervisory,
Amano Corporation
Advisor, Amano Corporation
Outside Director (to the present)[Reasons for nomination]
Mr. Minoru Koyama has a wealth of experience and a wide range of knowledge as an
executive manager. He 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.
April 1979
Joined CASIO COMPUTER CO., LTD.
June 2002
Operating Officer and Deputy Director of Communications
Department, CASIO COMPUTER CO., LTD.
April 2004
President & Representative Director, CASIO Hitachi Mobile
Communications Co., Ltd.
June 2010
Director & Senior Executive Operating Officer, NEC CASIO
Mobile Communications, Ltd.
June 2015
Outside Director, Cyber Com Co., Ltd.
Outside Director, VINX CORP
March 2019
Outside Director (to the present)[Reasons for nomination]
Mr. Tateki Oishi has a wealth of business experience related to the industry and a wide
range of knowledge in ICT. He 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.

-9-

Number ofshares of theCompany held

3000(Notes)
1. Figures for the “Number of shares of the Company held” are as of December 31, 2019.
2. There are no special interests between any of the candidates for Director and the Company.
3. Mr. Shinichi Yuta will have served as Outside Director of the Company for six (6) years at the conclusion of this General
Meeting of Shareholders. Mr. Minoru Koyama and Mr. Tateki Oishi will have served as Outside Director of the Company
for one (1) year at the conclusion of this General Meeting of Shareholders.
4. When the Company nominates the candidates for Director, the Management Conference, a body that includes Outside
Directors, deliberates on the nomination pursuant to the Standard for Personnel Affairs of Officers prior to the resolutionof the Board of Directors.
5. The Company makes it a rule to nominate persons who can supervise and advise the Company from outside and impartial
perspectives and who have high-level insight and a wealth of knowledge and experience in their particular areas, inaddition to following the standards for independence of independent officers set forth in the regulations of the Tokyo
Stock Exchange, as the standards for independence of an Outside Director.
6. Mr. Shinichi Yuta, Mr. Minoru Koyama, and Mr. Tateki Oishi are the candidates for Outside Director. If they assume
office as Outside Directors, they will become independent officers pursuant to the provisions of the Tokyo Stock
Exchange.
7. The Company has entered into liability limitation agreements with Mr. Shinichi Yuta, Mr. Minoru Koyama and Mr.
Tateki Oishi and will renew the agreements if their re-election is approved. The maximum liability limit under eachagreement is 10 million yen or the amount provided by laws and regulations, whichever is greater, on the condition thatthey have respectively conducted their duties in good faith and without gross negligence.

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Proposal 2:

Election of One (1) Auditor

The term of office of Mr. Masataka Yamaguchi, Auditor, will expire at the conclusion of this General
Meeting of Shareholders. Accordingly, the election of one (1) Auditor is proposed.
This proposal has been approved by the Board of Auditors.
The candidate for Auditor is as follows.

Name

Masataka Yamaguchi

Age

Current positionsin the Company

Attendanceat the Boardof Directors
meetings

Attendanceat the Board
of Auditors
meetings

66

Standing Auditor

100%(17/17)100%(18/18)(Reappointment)(Note) The age given for the candidate for Auditor represents his full age as of the conclusion of this General Meeting of
Shareholders.

Name(Date of birth)

Career summary, positions, and significant concurrent positions
April 1978

Masataka Yamaguchi(November 10, 1953)[Reappointment]

Joined The Dai-Ichi Kangyo Bank, Limited (present Mizuho
Bank, Ltd.)
February 2004
General Manager of System Operation Department, Mizuho
Bank, Ltd.
May 2007
Seconded to the Company
Deputy Director of IT Business Division
May 2008
Joined the Company
Deputy Director of IT Business Division
June 2008
Director
June 2009Retired as Director
Operating Officer
April 2011
Executive Operating Officer
June 2012
Director & Executive Operating Officer
April 2013
Director & Senior Executive Operating Officer
March 2014
Retired as Director
Senior Executive Operating Officer
March 2016
Standing Auditor (to the present)[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 invarious business divisions of the Company. He has appropriately supervised andadvised the Company in its business operations based on his experience andknowledge, and is expected to appropriately perform his duties as an Auditor of theCompany. Therefore, we nominate him as a candidate for Auditor.

Number ofshares of theCompany held

2,100

(Notes)1. Figures for the “Number of shares of the Company held” are as of December 31, 2019.
2. There are no special interests between Mr. Masataka Yamaguchi and the Company.
3. The Company has entered into a liability limitation agreement with Mr. Masataka Yamaguchi and will renew theagreement if his re-election is approved.
The maximum liability limit under the agreement is the minimum amount provided by laws and regulations, on thecondition that he has conducted his duties in good faith and without gross negligence.

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