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 1, 2017
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 47TH 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 47th 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 16, 2017, 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 17, 2017 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
47th Fiscal Year (January 1, 2016 - December 31, 2016) 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 47th Fiscal Year
(January 1, 2016 - December 31, 2016)
Proposals to be resolved:
Election of Eight (8) Directors
Proposal 1:
Election of One (1) Auditor
Proposal 2:
Granting of Retirement Benefits to a Retiring Auditor
Proposal 3:
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.

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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.

- 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 16,2017, 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 16, 2017, 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).

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

Election of Eight(8) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, in order to strengthen a management system we increase 1 person and theelection of eight (8) 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.

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Number ofshares of theCompany held

1,545,330

9,000

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

9,200

[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)
June 2016
Chairman,FUJISOFT CHINA CORP. (to the present)[Significant concurrent positions]
Director, VINX CORP.
Chairman,FUJISOFT CHINA 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.

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4,500

No.

Name

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

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

March 2016

Director & Executive Operating Officer of the Company

July 2006

5

Yukihiro Inohara(March 17, 1962)[New candidate]

Tsuneo Futami(February 16, 1943)

6[Candidate for
Outside Director]

Number ofshares of theCompany held

8,990

(to the present)[Reasons for nomination]
Mr. Yukihiro Inohara has acquired a wealth of business experience through his services
at the head office and various business divisions. His experience and knowledge willcontinue to be indispensable for the management of the Company. Therefore, we
nominate him as a candidate for Director.
April 1967
Joined Tokyo Electric Power Company, Incorporated
December 1975
Dispatched to Power Reactor Development Division, Atomic
Energy Bureau, Science and Technology Agency (present Ministryof Education, Culture, Sports, Science and Technology)
June 1997
General Manager of Fukushima Daiichi Nuclear Power Station,
Tokyo Electric Power Company, Incorporated
June 1998
Director and General Manager of Fukushima Daiichi Nuclear Power
Station, Tokyo Electric Power Company, Incorporated
June 2000
Managing Director and General Manager of Plant Siting &Environment Division, Tokyo Electric Power Company,
Incorporated
June 2003
Director, Central Research Institute of Electric Power Industry
June 2005
Representative Director and Executive Vice President, The Japan
Utility Subway Company, Incorporated
November 2005
Professor at Department of Management, Business BreakthroughGraduate School University (present Kenichi Ohmae Graduate
School of Business) (to the present)
December 2005
Specially Designated Director, Japan Agency for Marine-Earth
Science and Technology
April 2007
Visiting Professor at Graduate School of Engineering, Tokai
University
April 2010
Professor at Faculty of Management, Business Breakthrough
University
April 2011
Specially Designated Professor at Graduate School of Science andEngineering, Tokyo Institute of Technology
June 2011
Director of the Company (to the present)
June 2012
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.

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300

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
April 2012
Shinichi Yuta
(March 28, 1948)

June 2012[Candidate for
Outside Director]

July 2012
March 2014
November 20147

December 2014
April 2015
June 2015

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)
Specially Designated Professor at SIT Research Laboratories,
Shibaura Institute of Technology (to the present)
President, New Technology Foundation (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.

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Number ofshares of theCompany held

100

No.

Name

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

8

Masaki Shibuya(October 8, 1969)[New candidate]

April 1991
October 2006
October 2008
April 2010
April 2015

Number ofshares of theCompany held

Joined the Company
Deputy Director of System Development Business Division
Deputy Director of Technology Division
Operating Officer
Executive Operating Officer (to the present)
5,800[Reasons for nomination]
Mr. Masaki Shibuya has promoted business as COO of Product Development 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. Figures for the “Number of shares of the Company held” are as of December 31, 2016.
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 five (5) 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 three (3) 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 23
through 26.

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Proposal 2:

Election of One (1) Auditor

The term of office of Mr. Eijiro Ishimura, Auditor, will expire at the conclusion of this General Meetingof 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 1975
July 1983
June 1994
June 2001
June 2004
January 2006
June 2009

April 2010
Shigemi Ikushima June 2010
(November 13, 1950) June 2012
[New candidate]June 2013
March 2016

Joined NIKKISO CO., LTD.
Joined the Company
Director
Executive Director
Senior Executive Director
Executive Director
Retired as Director
Executive Operating Officer
Senior Executive Operating Officer
Senior Executive Director
Retired as Senior Executive Director
AuditorStanding Auditor
Retired as Standing Auditor
Advisor (to the present)

Number ofshares of theCompany held

1,897

[Reasons for nomination]
Mr. Shigemi Ikushima has acquired a wealth of operational experience at the Company
as COO of Administration Division, Internal Control and Risk Management, as well as
experience as an Auditor. 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. Figures for the “Number of shares of the Company held” are as of December 31, 2016.
2. There are no special interests between the candidate for Auditor and the Company.
3. If the election of Mr. Shigemi Ikushima is approved, the Company will enter into a liability limitation agreement withhim. The maximum liability limit under the agreement is the 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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Proposal 3:

Granting of Retirement Benefits to a Retiring Auditor

We propose that retirement benefits be granted to Mr. Eijiro Ishimura upon his retirement as an Auditor
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 as a Standing Auditor, 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
Eijiro Ishimura

June 2009
June 2013

Career summary
Standing Auditor of the Company
Auditor (to the present)(Note) Only the term of office as a Standing Auditor shall be used as a basis for calculating retirement benefits.

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