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 28, 2024
(Start date of measures for electronic provision: February 22, 2024)
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 54TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
This is to notify you that the 54th Annual General Meeting of Shareholders of FUJI SOFT INCORPORATED(the “Company”) will be held for the purposes as described below.
When convening this General Meeting of Shareholders, the Company takes measures for electronic provisionand posts the matters subject to electronic provision on the following website on the Internet as the “Notice ofConvocation of the 54th Annual General Meeting of Shareholders.”
Company’s website
https://www.fsi.co.jp/ir/soukai/meeting.html
In addition to the above, the information is also posted on the following website on the Internet.
Please access the Tokyo Stock Exchange website (Listed Company Search) listed below, perform a search byentering the Issue name (company name) “FUJI SOFT” or the securities code “9749,” select “Basic information”
and “Documents for public inspection/PR information,” and view the information.
Tokyo Stock Exchange website

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do

Instead of attending the meeting, you may exercise your voting rights by voting via the Internet or in writing.
Please review the Reference Documents for the General Meeting of Shareholders as described hereinafter andexercise your voting rights by no later than 5:30 p.m. on Thursday, March 14, 2024, Japan time, following the“Guidance for Exercising Your Voting Rights” as described on page 3.
1. Date and Time:
2. Place:

Friday, March 15, 2024 at 3:00 p.m., Japan time (reception starts at 2:00 p.m.)
FUJISOFT AKIBA HALL, 5F, FUJISOFT 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
54th Fiscal Year (January 1, 2023 - December 31, 2023) 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 54th Fiscal Year
(January 1, 2023 - December 31, 2023)
Proposals to be resolved:<Proposals by the Company>
Proposal 1:
Election of Twelve (12) Directors
Proposal 2:
Decision on Remuneration for Granting Restricted Stocks to Directors(Excluding Outside Directors)
Proposal 3:
Decision on Remuneration for Granting Subscription Rights to Shares as Stock
Options to Directors (Excluding Outside Directors)
Proposal 4:
Decision on Amount and Details of Performance-based Stock Compensation,-1-

etc. for Directors (Excluding Outside Directors)<Proposals by Shareholders>
Proposal 5:
Election of One (1) Auditor
Proposal 6:
Share Repurchase< Matters Decided upon Convocation >(1) The following matters are not included in the paper copy to be sent to shareholders according to theprovisions of laws and regulations and the Articles of Incorporation of the Company. The Auditors and the
Accounting Auditor have audited the documents including the following matters.
- “Development of the System for Ensuring Appropriateness of Operations” 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 Non-consolidated
Financial Statements” in the Non-consolidated Financial Statements(2) You can exercise your voting rights by attending the meeting, either via the Internet or in person, or inwriting or by voting via the Internet in advance of the meeting.
(3) If you submit a Voting Rights Exercise Form without indicating your approval or disapproval or abstention
for any proposal, your vote for the proposal shall be counted as approval for the proposal by the Company
and disapproval for the proposal by Shareholders.
(4) If you exercise your voting rights in advance via the Internet more than once, only your final vote shall becounted as valid.
(5) If you exercise your voting rights in advance both via the Internet and by submitting a Voting Rights
Exercise Form, your votes via the Internet shall be counted as valid.
(6) Please note that if you exercise your voting rights in advance by submitting a Voting Rights Exercise Formor via the Internet and attend the meeting, either via the Internet or in person, the voting rights you haveexercised in advance shall be invalidated.
(7) You may exercise your voting rights by appointing one other shareholder with voting rights of the Company
as your proxy. In this case, please note that the proxy must submit to the Company a document certifying
authority of representation.

- When you attend the meeting in person on the day of the meeting, we ask that you submit the enclosed
Voting Rights Exercise Form at the reception desk.
- If there are any revisions to this notice or matters subject to electronic provision, revisions will be postedon the Company’s website and Tokyo Stock Exchange website on the Internet as stated above.
- Notice of resolutions and other information for shareholders will be posted on the Company’s website on
the Internet as stated above. Please check our website for the latest information.

-2-

Guidance for Exercising Your Voting Rights- If you exercise your voting rights in advance
Voting via the Internet:
Please enter your votes by no later than the voting deadline by following the instructions on the screen after
reviewing the “Guidance for Excising Your Voting Rights via the Internet” available in the Japanese version.
Voting deadline: Your votes must be entered by no later than 5:30 p.m., Thursday, March 14, 2024, Japantime.
Voting in writing:
Please return the Voting Rights Exercise Form with your votes by mail.
Voting deadline: The completed form must reach us by 5:30 p.m., Thursday, March 14, 2024, Japan time.
- If you attend the meeting
If you attend the meeting in person
When you attend the meeting in person on the day of the meeting, we ask that you bring this notice ofconvocation and submit the enclosed Voting Rights Exercise Form at the reception desk.
Date and time: Friday, March 15, 2024 at 3:00 p.m., Japan time
Please understand in advance that we do not prepare any souvenirs for attending shareholders.
If you attend the meeting via the Internet (virtual attendance)
Pre-registration is necessary. Please see pages 12 through 14 of the Japanese version.
Date and time: Friday, March 15, 2024 at 3:00 p.m., Japan time (log-in starts at 2:00 p.m.)-3-

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

Election of Twelve (12) Directors

The terms of office of all thirteen (13) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of twelve (12) Directors is proposed.
The candidates for Director are as follows.

No.

Name

Age

GenderCurrent positions in
the Company

Attendanceat theBoard ofDirectors
meetings

1

Satoyasu Sakashita (Reappointment)

62

Male

President &Representative
Director

100.0%(18/18)2

Tateyuki Oosako(Reappointment)

48

Male

Director &Senior Executive
Operating Officer

100.0%(18/18)3

Tadashi Tsutsui(Reappointment)

58

Male

Director &Executive Operating
Officer

100.0%(18/18)4

Mari Morimoto(Reappointment)

50

FemaleDirector &Operating Officer

100.0%(18/18)

5

Masashi Umetsu(Reappointment)

49

Male

Director &Operating Officer

94.4%(17/18)

6

Tateki Oishi(Reappointment)

OutsideIndependent

68

Male

Director

100.0%(18/18)

7

Tomoko Aramaki(Reappointment)

OutsideIndependent

55

Female Director

100.0%(18/18)

8

Takao Tsuji(Reappointment)

OutsideIndependent

74

Male

Director

100.0%(18/18)9Hidetaka Nishina(Reappointment)

OutsideIndependent

44

Male

Director

94.4%(17/18)10Hikari Imai

(Reappointment)

OutsideIndependent

74

Male

Director

100.0%(18/18)

11

Yuya Shimizu(Reappointment)

OutsideIndependent

52

Male

Director

100.0%(18/18)

12

Shintaro Ishimaru(Reappointment)

OutsideIndependent

70

Male

Director

100.0%(18/18)(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. The attendance at the Board of Directors meetings indicates the attendance of those meetings held during the previous fiscal
year (from January 1, 2023 to December 31, 2023).

-4-

No.

Name
(Date of birth)

Career summary, positions and responsibilities(and significant concurrent positions)
April 1985
April 2003
April 2004

Satoyasu Sakashita(July 22, 1961)
1

Male[Reappointment]

Tateyuki Oosako(October 8, 1975)
2

Male[Reappointment]

May 2005
June 2005
June 2007
June 2009
June 2009
June 2010
September 2011
October 2011
June 2012

Joined Nomura Computer Systems Co., Ltd. (present Nomura
Research Institute, Ltd.)
General Manager of 2nd Knowledge System Business
Department, Nomura Research Institute, Ltd.
Joined the Company
Assistant Director of Outsourcing Business Division
Deputy Director of IT Business Division
Director
Executive Director
Retired as Director
Executive Operating Officer
Executive Director
Representative Senior Executive Director
President & Representative Director
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 experienceand knowledge will continue to be indispensable for the management of theCompany. Therefore, we nominate him as a candidate for Director.
April 1999
Joined the Company
April 2008
General Manager of Solution Service 2, Industrial System
Business Department, IT Business Division
April 2010
General Manager of Enterprise System Unit, System
Development Business Group
April 2011
General Manager of Cloud Business Management Group
April 2014
General Manager of Information Business Department,
Solution Business Division
October 2015
Deputy Director of Solution Business Division
April 2016
Operating Officer, Deputy Director of Solution Business
Division
March 2018
Vice President, iDEA Consulting Inc. (to the present)
April 2019
Operating Officer, Director of Solution Business Division
April 2021
Executive Operating Officer, Director of Solution Business
DivisionJanuary 2022
Senior Executive Operating Officer, Director of Solution
Business Division
March 2022
Director & Senior Executive Operating Officer, Assistant ofRepresentative Director in Corporate Management, Director of
Solution Business Division
April 2022
Director & Senior Executive Operating Officer, Assistant ofRepresentative Director in Corporate Management
January 2023
Director & Senior Executive Operating Officer, Assistant ofRepresentative Director in Corporate Management, COO of
Automotive Business (to the present)[Reasons for nomination]
Mr. Tateyuki Oosako has a wealth of business experience in the IT systemestablishment field, the core of the Company’s business. His experience andknowledge will be indispensable for the management of the Company to further
expand its business in the information service industry. Therefore, we nominate
him as a candidate for Director.

-5-

Number ofshares of theCompany held

46,760

7,358

No.

Name
(Date of birth)

Career summary, positions and responsibilities(and significant concurrent positions)
April 1988
April 2009
April 2012
July 2013
April 2016
October 2016
October 2017

Tadashi Tsutsui(December 16, 1965)
3

Male[Reappointment]

Mari Morimoto(January 1, 1974)
4

FemaleApril 2018
April 2019
April 2020
March 2021
March 2022

Joined the Company
General Manager of System Department 1, Regional Area
Management Division, IT Development Business Group
General Manager of Business Planning Department, Regional
Area Business Division
Deputy Director of Regional Area Business Division
Deputy Director of ASI Business Department
Deputy Director of Administration Division
General Manager of Administration Reform Supervision
Department
Operating Officer, COO of Corporate Planning and Human
Resources
Operating Officer, COO of Administration Division
Executive Operating Officer, COO of Administration Division
Executive Operating Officer, COO of Administration Division
and Facility BusinessDirector & Executive Operating Officer, COO of
Administration Division, COO of Facility Business (to thepresent)[Reasons for nomination]
After serving in various business divisions, Mr. Tadashi Tsutsui has demonstrated
his outstanding capacity in promoting management reforms in the Company’s
Administration Division and contributed to reinforcing the Company’s corporate
governance and risk compliance system. His experience and knowledge will be
indispensable for the management of the Company. Therefore, we nominate him asa candidate for Director.
April 1996
Joined the Company
April 2012
General Manager of MS Department, Solution Business
Division
October 2013
Director of MS Business Department
April 2017
Deputy Director of Sales Division
April 2018
Operating Officer and Deputy Director of Sales Division
June 2019
Outside Director, ACE SECURITIES CO., LTD.
March 2021
Director & Operating Officer
Director of Sales Division
August 2021
Director & Operating Officer, Director of Sales Division, COO
of L Career Promotion Section (to the present)[Reappointment][Reasons for nomination]
Ms. Mari Morimoto has promoted business as Director of Sales Division after
serving in various business divisions and is currently demonstrating her skills as
COO of Group Company Synergy. Her experience and knowledge will be
indispensable for the management of the Company. Therefore, we nominate her asa candidate for Director.

-6-

Number ofshares of theCompany held

7,950

2,074

No.

Name
(Date of birth)

Career summary, positions and responsibilities(and significant concurrent positions)
April 1997
April 2013

October 2013

October 2015
April 2016
March 2017
October 2017
Masashi Umetsu(October 23, 1974)
5

April 2018
April 2019

Male
[Reappointment]

April 2020
March 2022
April 2022
July 2022

6

Joined the Company
General Manager of Business Planning Department, Solution
Business Division, and General Manager of Business Planning
Department, Financial System Business Division
General Manager of Business Planning Department, Solution
Business Division, General Manager of Business Planning
Department, Financial System Business Division, and General
Manager of MS Business Department
General Manager of Innovation Promotion Section
General Manager of Sales Supervision Department, Sales
Division
Auditor, Tosho Computer Systems Co., Ltd.
General Manager of Sales Planning Department, Sales
Division
General Manager of Corporate Planning Department
Deputy Director of Administration Reform Supervision
Department, and General Manager of Corporate Planning
Department
Operating Officer, COO of Finance and Public Relations
Director & Operating Officer, COO of Finance and Public
Relations
Director & Operating Officer, COO of Corporate Planning and
Finance and Public Relations (to the present)
Auditor, FUJISOFT CHINA Corp. (to the present)[Reasons for nomination]
After serving in various business divisions, and involved in business planning andsales planning, Mr. Masashi Umetsu has demonstrated excellent skills andknowledge in the Company’s Administration Division. His experience andknowledge will be indispensable for the management of the Company to plan andpromote management strategies with the aim of expanding the Company’s businessunder the diversifying business environment. Therefore, we nominate him as a
candidate for 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.
Tateki Oishi
June 2015
Outside Director, Cyber Com Co., Ltd.
(November 30, 1955)
Outside Director, VINX CORP
March 2019
Outside Director (to the present)
Male[Reasons for nomination and expected roles][Reappointment]
Mr. Tateki Oishi has a wealth of business experience related to the industry and a[Outside]wide range of knowledge in ICT. He has appropriately supervised and advised the[Independent]
Company in its business operations from a business perspective based on his deep
understanding of the Company’s business and his high level of knowledge ofmanagement issues in promoting strategies for product services, etc. As a memberof the Nomination Committee, he has contributed to improving the corporate valueof the Company by working on the appointment of the management team and theconsideration of succession planning, 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

2,576

1,700

No.

Name
(Date of birth)

Career summary, positions and responsibilities(and significant concurrent positions)
October 1991
March 1995
July 1999

Tomoko Aramaki(November 7, 1968)
7

Female[Reappointment][Outside][Independent]

Joined Century Audit Corporation
Registered as Certified Public Accountant
Seconded to Regional Financial Cooperation Division, Trade
Policy Bureau, Ministry of International Trade and Industry
May 2002
Joined IBM Japan, Ltd.
February 2006 Director, Aramaki CPA Office (to the present)
April 2006
Registered as Certified Tax Accountant
June 2008
Audit & Supervisory Board Member, PARIS MIKI HOLDINGSInc.
June 2015
Director, in charge of Investor Relations, PARIS MIKIHOLDINGS Inc.
December 2015 Audit & Supervisory Board Member, SACOS CORPORATION
January 2017
Member of Conference Committee on Asset Management by
Japan Pension Service
April 2018
Member of Outside Expert Committee, Organization for Postal
Savings, Postal Life Insurance and Post Office Network (to thepresent)
June 2018
Outside Audit & Supervisory Board Member, EXEO Group, Inc.
March 2022
Outside Director (to the present)
January 2023
Information and Communications Council Member, Ministry ofInternal Affairs and Communications (to the present)
Telecommunications Business Policy Committee Member,Information and Communications Council (to the present)
Postal Services Policy Committee Member, Information andCommunications Council (to the present)
June 2023
Outside Director, EXEO Group, Inc. (to the present)
Outside Director (Audit & Supervisory Committee Member), TRE
HOLDINGS CORPORATION (to the present)
October 2023 Member of Meeting for Telecommunications Market Validation,
Ministry of Internal Affairs and Communications (to the present)
November 2023 Member of Advisory Committee for Hydrogen Business, Japan
Organization for Metals and Energy Security (to the present)

Number ofshares of theCompany held

[Reasons for nomination and expected roles]
Ms. Tomoko Aramaki has expertise and a wealth of business experience as a
Certified Public Accountant and a Certified Tax Accountant, as well as deep insight
into corporate management gained through serving numerous positions as anauditor and a director at listed companies. She has appropriately supervised andadvised the Company in its business operations from her unique perspective with athorough knowledge of corporate finance/accounting. As a member of theRemuneration Committee, she has worked on enhancing stock compensation andincentives for the management team, and as a member of the Special Committee,
she has been deeply involved in the consideration of various measures to improvethe corporate value and secure or enhance the common interests of shareholders
from an independent standpoint, which has contributed to improving the corporate
value of the Company, and is expected to appropriately perform her duties as an
Outside Director of the Company. Therefore, we nominate her as a candidate for
Outside Director.

-8-

0

No.

Name
(Date of birth)

Career summary, positions and responsibilities(and significant concurrent positions)
April 1973
June 1999

Joined Nissho Iwai Corporation (present Sojitz Corporation)
Director, NISSHO ELECTRONICS CORPORATIONMarch 2000

Outside Director, Fusion Communications Corp. (present
Rakuten Communications Corp.)
Managing Director, NISSHO ELECTRONICSCORPORATION
Representative Director and President, NISSHOELECTRONICS CORPORATION
Director and Chairman, NISSHO ELECTRONICSCORPORATION
Final Selection Committee Member, Public Application for
Universe Open Laboratory, Japan Aerospace Exploration
Agency (JAXA)
Advisor, Machine Division, Sojitz Corporation
External Director of the Board, JVCKENWOOD Corporation
Representative Director of the Board, President, Chief
Operating Officer (COO), Chief Innovation Officer (CIO), andChief Risk Officer (CRO), JVCKENWOOD Corporation
Representative Director of the Board, President, and Chief
Executive Officer (CEO), JVCKENWOOD Corporation
Representative Director of the Board, Chairman of the Board,
and Chief Executive Officer (CEO), JVCKENWOOD
Corporation
Representative Director of the Board and Chairman of theBoard, JVCKENWOOD Corporation
Outside Director, Dexerials Corporation
Special Advisor, JVCKENWOOD Corporation
Chairman, Machine & Metal Industry Subcommittee, The
Yokohama Chamber of Commerce and Industry
Outside Director, FEED ONE CO., LTD. (to the present)
Outside Director (Audit & Supervisory Committee Member),
SNT Corporation (to the present)
Outside Director, TACHIBANA ELETECH CO., LTD. (to thepresent)
Outside Director (to the present)

June 2001
June 2002
June 2009
September 2009

July 2010
June 2013
May 2014

June 2016
April 2018
Takao Tsuji(September 28, 1949)
8

Male[Reappointment][Outside][Independent]

April 2019
June 2019
July 2021
December 2021
June 2022
June 2022
June 2022
December 2022

[Reasons for nomination and expected roles]
Mr. Takao Tsuji has experience as a Representative Director and President of listedcompanies over 10 years in the aggregate, and assumed office as outside director at
multiple listed companies. On the basis of his high level of knowledge andexperience in management, he has appropriately supervised and advised theCompany in its business operations from his unique perspective as a person withoutstanding corporate management experience. As the Chairman of the Nomination
Committee, he has worked on the appointment of the management team and theconsideration of succession planning, and as a member of the Special Committee,
he has been deeply involved in the consideration of various measures to improvethe corporate value and secure or enhance the common interests of shareholders
from an independent standpoint, which has contributed to improving the corporate
value of the Company, 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

200

No.

Name
(Date of birth)

Career summary, positions and responsibilities(and significant concurrent positions)
October 2002
April 2003
May 2006
January 2011
June 2013
April 2014

March 2017
June 2017
March 2019
April 2019
Hidetaka Nishina(March 25, 1979)
9

Male[Reappointment][Outside][Independent]

June 2021

November 2022
December 2022
March 2023

Registered as attorney-at-law
Operations Department, Bank of Japan
Counsellor Office, Civil Affairs Bureau, Ministry of JusticePartner attorney-at-law, Nakamura, Tsunoda & Matsumoto(to the present)
Outside Auditor, INES Corporation
Committee Member, JBA TIBOR Oversight Committee,
Ippan Shadan Hojin (or General Incorporated Association)
JBA TIBOR Administration
Outside Auditor, Nippon Aqua Co., Ltd.
Outside Director, KITAMURA Co., Ltd.
Outside Auditor, Vario Secure Inc.
Outside Director, KITAMURA HOLDINGS Co., Ltd.
(unlisted company)
Outside Director (Audit and supervisory committee member),
KITAMURA HOLDINGS Co., Ltd. (unlisted company) (tothe present)
Outside Director (Audit and Supervisory Committee
Member), Vario Secure Inc. (to the present)
Outside Director (to the present)
Outside Director (Audit and Supervisory Committee
Member), Nippon Aqua Co., Ltd. (to the present)[Reasons for nomination and expected roles]
Mr. Hidetaka Nishina has a wide range of insights and experience as an attorneyat-law. On the basis of his experience of participating in corporate management as
an outside officer at multiple listed companies, he has appropriately supervised
and advised the Company in its business operations from his insight based on his
deep experience in legal affairs and the latest corporate governance of listedcompanies. As the Chairman of the Governance Committee, he has worked tostrengthen the governance of the Company, and as a member of the Special
Committee, he has been deeply involved in the consideration of various measures
to improve the corporate value and secure or enhance the common interests ofshareholders from an independent standpoint, which has contributed to improving
the corporate value of the Company, 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.

- 10 -

Number ofshares of theCompany held

600

No.

Name
(Date of birth)

Career summary, positions and responsibilities(and significant concurrent positions)

Number ofshares of theCompany held

April 1974
January 1986

Hikari Imai
(July 23, 1949)
10

Male[Reappointment][Outside][Independent]

Joined Yamaichi Securities Co., Ltd.
Joined Morgan Stanley Japan Securities (present Mitsubishi UFJ
Morgan Stanley Securities)
April 1993
Joined Merrill Lynch Securities Co., Ltd.
January 1999
Deputy Chairman, Merrill Lynch Japan Securities Co., Ltd.
(present BofA Securities Japan Co., Ltd.)
November 2007 Director and Executive Vice President, RECOF Corporation
April 2008
Representative Director and President, RECOF Corporation
July 2010
Advisor, Ebara Foods Industry, Inc.
April 2012
Outside Director, Olympus Corporation
June 2015
Outside Director, CYBERDYNE, INC.
June 2016
Director (Outsider), PACIFIC METALS CO., LTD. (to the present)
December 2016 Director and Chairman, 3DOM Inc. (present 3DOM Alliance Inc.)
January 2019
Outside Director, GPSS Holdings, Inc. (unlisted company) (to thepresent)
November 2019 Outside Director (Audit & Supervisory Board Member),
SHIMACHU CO., LTD.
December 2022 Outside Director (to the present)[Reasons for nomination and expected roles]
Mr. Hikari Imai has extensive experience in investment banking services and deep
knowledge in capital markets. On the basis of his experience of participating in
corporate management as an Outside Director of multiple listed companies, he has
appropriately supervised and advised the Company in its business operations. As
the Chairman of the Remuneration Committee, he has worked on enhancing stockcompensation and incentives for the management team, and as the Chairman of theSpecial Committee, he has been deeply involved in the consideration of various
measures to improve the corporate value and secure or enhance the common
interests of shareholders from an independent standpoint, which has contributed to
improving the corporate value of the Company, 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.

- 11 -

0

No.

11

Name
(Date of birth)

Career summary, positions and responsibilities(and significant concurrent positions)

Yuya Shimizu(November 8, 1971)

April 1994
Joined Tokyo Branch, Goldman Sachs Japan, Co., Ltd.
May 2000
Joined MOORE STRATEGIC VALUE PARTNERS, LLC
September 2003 Joined AC Capital, Inc.
March 2004
Joined Asuka Asset Management Co., Ltd. (present Aizawa AssetManagement Co., Ltd.)
August 2005
Joined Jarmin Capital Co., Ltd.
October 2007 Joined Dalton Investments Group
February 2010 Representative Director, Dalton Advisory KK
March 2011
Outside Director, SunTelephone Co., Ltd.
Founded OTS Capital Management Limited (Hong Kong)
January 2015
Cofounder & Senior Portfolio Manager, OTS Capital Management
LimitedFounded Hibiki Path Advisors Pte. Ltd.
January 2016
Representative Director & Chief Investment Officer, Hibiki Path
Advisors Pte. Ltd. (to the present)
December 2022 Outside Director (to the present)

Male[Reappointment][Outside][Independent]* Hibiki Path Advisors Pte. Ltd., at which Mr. Yuya Shimizu serves as
Representative, has concluded discretionary investment management agreementswith Hibiki Path Value Fund and Hibiki Path Aoba Fund holding 0.13% (intotal) of the Company’s stock as of December 31, 2023.
[Reasons for nomination and expected roles]
Mr. Yuya Shimizu has engaged in a wide range of investment services for many
years. On the basis of his extensive experience and deep knowledge in investment
management services and capital markets, he has appropriately supervised andadvised the Company in its business operations from the unique perspective of arepresentative of a fund that is also a shareholder of the Company. As a member ofthe Remuneration Committee, he has worked on enhancing stock compensation andincentives for the management team, and as a member of the Special Committee,
he has been deeply involved in the consideration of various measures to improvethe corporate value and ensure or enhance the common interests of shareholders
from an independent standpoint, which has contributed to improving the corporate
value of the Company, 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.

- 12 -

Number ofshares of theCompany held

0

No.

Name
(Date of birth)

Career summary, positions and responsibilities(and significant concurrent positions)
April 1976
February 1998
August 2003

Shintaro Ishimaru(January 15, 1954)
12

Male[Reappointment][Outside][Independent]

Joined Dai-Ichi Kangyo Bank, Ltd. (present Mizuho Bank, Ltd.)
President & CEO, DKB Data Services (NY)General Manager of Taipei Branch, Mizuho Corporate Bank, Ltd.
(present Mizuho Bank, Ltd.)
Chairman, The Japanese Chamber of Commerce & Industry Taipei
June 2006
Executive Officer, ITOCHU Corporation
October 2006 General Manager of IT Planning Division, ITOCHU Corporation
Managing Executive Officer & Executive Vice President ofApril 2009
Financial Business, Real Estate, Insurance Business, & Logistic
Company, ITOCHU Corporation
Assistant to Officer in charge of Specific Services, ITOCHU
April 2011
Corporation
CIO & Assistant to Officer in charge of Specific Services,
May 2011
ITOCHU Corporation
CIO & Executive Vice President of General Products & Realty and
April 2012
ICT Company, ITOCHU Corporation
Audit & Supervisory Board Member, ITOCHU Techno-Solutions
June 2013
Corporation
July 2019
Delegated Outside Advisor in charge of IT strategy of General
Products & Realty Company, ITOCHU Corporation
December 2022 Outside Director (to the present)

Number ofshares of theCompany held

[Reasons for nomination and expected roles]
Mr. Shintaro Ishimaru has experience taking part in management as Chief
Information Officer (CIO) of a listed company. On the basis of his deep knowledge
in the industry in which the Company operates, he has appropriately supervised andadvised the Company in its business operations from a unique perspective based on
his deep insight into systems development and extensive knowledge of theindustry. As a member of the Nomination Committee, he has worked on theappointment of the management team and the consideration of succession planning,
and as a member of the Special Committee, he has been deeply involved in theconsideration of various measures to improve the corporate value and secure orenhance the common interests of shareholders from an independent standpoint,
which has contributed to improving the corporate value of the Company, and is
expected to appropriately perform his duties as an Outside Director of theCompany. Therefore, we nominate him as a candidate for Outside Director.

- 13 -

0(Notes)
1. Figures for the “Number of shares of the Company held” are as of December 31, 2023.
2. There are no special interests between any of the candidates for Director and the Company other than those stated in thetext.
3. Mr. Tateki Oishi will have served as Outside Director of the Company for five (5) years at the conclusion of this General
Meeting of Shareholders.
4. Ms. Tomoko Aramaki will have served as Outside Director of the Company for two (2) years at the conclusion of this
General Meeting of Shareholders.
5. Mr. Takao Tsuji, Mr. Hidetaka Nishina, Mr. Hikari Imai, Mr. Yuya Shimizu and Mr. Shintaro Ishimaru will have served
as Outside Director of the Company for one (1) year and three (3) months at the conclusion of this General Meeting of
Shareholders.
6. When the Company nominates the candidates for Director, the Nomination Committee, the majority of which iscomposed of Independent Outside Directors, deliberates in advance on the nomination pursuant to the Standard for
Personnel Affairs of Officers.
7. 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.
8. Mr. Tateki Oishi, Ms. Tomoko Aramaki, Mr. Takao Tsuji, Mr. Hidetaka Nishina, Mr. Hikari Imai, Mr. Yuya Shimizu and
Mr. Shintaro Ishimaru 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.
9. The Company has entered into liability limitation agreements with Mr. Tateki Oishi, Ms. Tomoko Aramaki, Mr. Takao
Tsuji, Mr. Hidetaka Nishina, Mr. Hikari Imai, Mr. Yuya Shimizu and Mr. Shintaro Ishimaru and will renew theagreements if their re-election is approved. The maximum liability limit under each agreement is 10 million yen or theamount 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.
10. The Company has entered into a directors and officers liability insurance (D & O Insurance) agreement stipulated in
Article 430-3, Paragraph 1 of the Companies Act with all Directors as the insured to ensure that officers can fully performtheir expected roles in the course of their duties and to allow the Company to obtain superior talent. If this proposal isapproved as originally proposed and each candidate is appointed as Director, they will be the insured under the said
insurance agreement. The said insurance agreement covers damage caused as a result of the insured Directors and officers
assuming responsibilities regarding the execution of their duties or receiving claims pertaining to the pursuit of such
responsibilities. Provided, however, that there are certain exemptions; for example, damage caused as a result of any
conduct committed while knowing that the conduct is in violation of laws and regulations will not be covered. The
insurance premiums, including those on riders, are fully borne by the Company and no substantial insurance premium isborne by the insured. The said insurance agreement provides for a deductible amount and damage up to the deductible
amount shall not be covered. Also, the Company plans to renew the insurance agreement with the same terms andconditions at the time of the next renewal.
11. Director candidate Mari Morimoto’s name on the family registry is Mari Ishibashi.

- 14 -

In order to achieve sustainable growth and enhance corporate value over the medium to long term, the Boardof Directors of the Company is composed of Directors and Auditors who are well versed in corporate
management, business administration, industry knowledge, sales, finance/accounting, legal affairs, capital
market, etc., taking into consideration the balance of the Board of Directors as a whole in terms of diversity
and size. The following is a matrix of skills held by Directors and Auditors.
◎ Area of particular expertise
Position
President &Representative
Director
Director &Senior Executive
Operating
Officer
Director &Executive
Operating
Officer
Director &Operating
Officer
Director &Operating
Officer
Outside Director
Outside Director
Outside Director
Outside Director
Outside Director
Outside Director
Outside Director
Standing Auditor
Outside Auditor
Outside Auditor

Name

Corporate
managementadministration

Human
resources

IT system
development

Product
servicesNewbusinesses

Sales

Finance /Accounting

Legal affairs

Satoyasu
Sakashita

◎

〇

〇

◎

◎

〇

〇

〇

〇

Tateyuki
Oosako

〇

〇

〇

◎

◎

〇

〇

TadashiTsutsui

〇

◎

◎

〇

Mari
Morimoto〇

MasashiUmetsu

〇

◎

〇

〇

〇

〇

〇

〇

◎

◎

〇

〇

〇

〇

Tateki
Oishi
TomokoAramaki
Takao
Tsuji
Hidetaka
Nishina
HikariImai
Yuya
Shimizu
Shintaro
Ishimaru
Hiroyuki
KimuraYukakoOshimi
Hiroshi
HiranoBusiness

〇

〇

〇

〇

◎
〇

◎

〇

◎
◎

〇

〇

◎

〇

〇

〇

〇

〇

〇

〇

◎

◎

〇

◎

〇

〇

〇

〇

〇

Capitalmarket

◎

◎

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

◎
◎

〇
◎

〇

◎

(Note) Positions will be officially determined at meetings of the Board of Directors after Proposal 1 “Election of Twelve (12)Directors” is approved as originally proposed.

- 15 -

Proposal 2:

Decision on Remuneration for Granting Restricted Stocks to Directors (Excluding Outside
Directors)

At the 52nd Annual General Meeting of Shareholders held on March 11, 2022, it was approved that
restricted stocks shall be granted to Directors (excluding Outside Directors), and the total amount of monetaryclaims to be paid for this purpose shall be within 150 million yen per year (excluding employees’ salaries for
Directors who concurrently serve as employees), and the total number of shares of common stock of theCompany to be issued or disposed of under the plan shall be within 30,000 shares per year.
For the purpose of providing an incentive to continuously improve the corporate value of the Company aswell as promoting further sharing of value with our shareholders by directly holding the Company’s sharesfrom the beginning of the execution of duties until retirement, remuneration to be paid for granting restricted
stocks to Directors (excluding Outside Directors) of the Company (the “Eligible Directors”) shall continue tobe monetary claims, and the total amount of such remuneration shall be within 300 million yen per year
(excluding employees’ salaries for Directors who concurrently serve as employees). The specific timing andallocation of payment to each Eligible Director shall be decided by the Board of Directors. The Company alsoplans to make payment in the same manner to Operating Officers after the resolution is made by the Board of
Directors.
The amount of remuneration for granting restricted stocks in this Proposal is separate from the amount of
remuneration, etc. for Directors approved at the 37th Annual General Meeting of Shareholders held on June25, 2007, which shall be within 700 million yen per year (excluding employees’ salaries for Directors who
concurrently serve as employees), Proposal 3 (Stock Options) and Proposal 4 (Performance-based Stock
Compensation, etc.).
If Proposal 1 “Election of Twelve (12) Directors” is approved and passed as originally proposed, thenumber of Directors will be twelve (12) (including seven (7) Outside Directors).
The Eligible Directors shall, based on a resolution of the Board of Directors of the Company, contribute allmonetary claims provided in accordance with this proposal as assets contributed in kind, and receive theissuance or disposal of common shares of the Company. The total number of common shares of the Company
to be thereby issued or disposed of shall not exceed 40,000 shares per year (provided, however, that, if a stock
split of the Company’s common shares (including gratis allotment of the Company’s common shares) or areverse stock split of the Company’s common shares is carried out, or if any other event arises requiring
adjustments of the total number of the Company’s common shares to be issued or disposed of as restricted
stocks after the date on which this proposal is approved and passed, such total number shall be adjusted to areasonable extent).
The amount to be paid in per share will be decided by the Board of Directors based on the closing price ofthe common shares of the Company at the Tokyo Stock Exchange on the business day immediately before thedate of the resolution of the Board of Directors (the closing price on the transaction date immediately preceding
the said date if no transaction has been executed on the same day) to the extent that the amount is notparticularly favorable to the Eligible Directors who subscribe to the common shares. The issuance or disposalof common shares of the Company and the payment of monetary claims as assets contributed in kind shall be
subject to the execution of a restricted stock allotment agreement (the “Allotment Agreement”) between the
Company and the Eligible Directors with the following contents. The maximum amount of remuneration, thetotal number of common shares of the Company to be issued or disposed of and the terms and conditions ofgranting restricted stocks, etc. under this Proposal are to be determined by comprehensively taking into accountvarious matters after deliberations at the Remuneration Committee.
The specific amount of remuneration and the number and conditions of the grant of restricted stocks, etc.
to each individual Director will be determined by the Board of Directors after consulting with theRemuneration Committee. Therefore, the Company believes that the details of this Proposal are appropriate.
[Outline of the contents of the Allotment Agreement](1) Transfer Restriction Period
The Eligible Directors shall not transfer, pledge, or otherwise dispose of the common shares of theCompany allotted to them under the Allotment Agreement (the “Allotted Shares”) during the period fromthe date of allotment under the Allotment Agreement to the time immediately after retirement from thepositions of officers or employees of the Company that are determined in advance by the Board of Directorsof the Company (the “Transfer Restriction Period”) (the “Transfer Restriction”).
(2) Handling at the time of retirement
If the Eligible Directors retire from the positions of officers or employees of the Company that are
determined in advance by the Board of Directors of the Company before the expiration of the period that- 16 -

is determined in advance by the Board of Directors of the Company (the “Service Period”), the Company
duly acquires the Allotted Shares without consideration, except in cases where there is a justifiable reason
for such retirement, such as expiration of the term of office or death.
(3) Release of the Transfer Restriction
The Company releases the Transfer Restriction of all of the Allotted Shares upon expiration of the Transfer
Restriction Period, provided that the Eligible Directors have continuously held the positions of officers or
employees of the Company that are determined in advance by the Board of Directors of the Company
during the Service Period. However, if (i) the Eligible Directors retire from the positions of officers or
employees of the Company that are determined in advance by the Board of Directors of the Company
before the expiration of the Service Period for a justifiable reason, or (ii) the Eligible Directors retire fromthe positions that are determined in advance by the Board of Directors of the Company after the expirationof the Service Period but before the expiration of the Transfer Restriction Period for a reason other than ajustifiable reason, the number of the Allotted Shares for which the Transfer Restriction is released and thetime of releasing the Transfer Restriction shall be reasonably adjusted as necessary. In addition, theCompany duly acquires, without consideration, the Allotted Shares for which the Transfer Restriction has
not yet been released at the time immediately after the Transfer Restriction is released in accordance withthe above provisions.
(4) Treatment in organizational restructuring, etc.
Notwithstanding the provisions of (1) above, if, during the Transfer Restriction Period, a merger agreementin which the Company becomes an extinct company, a share exchange agreement or a share transfer planin which the Company becomes a wholly owned subsidiary, or any other matter relating to organizational
restructuring, etc. is approved at a general meeting of shareholders of the Company (or, if suchorganizational restructuring, etc. does not require approval at a general meeting of shareholders of theCompany, by the Board of Directors of the Company), the Company, by a resolution of the Board of
Directors of the Company, releases the Transfer Restriction of the Allotted Shares at a number reasonably
determined based on the period from the commencement date of the Transfer Restriction Period to the dateof approval of the organizational restructuring, etc. prior to the effective date of the organizational
restructuring, etc. In the case specified above, the Company duly acquires, without consideration, theAllotted Shares for which the Transfer Restriction has not yet been released at the time immediately after
the Transfer Restriction is released.
(5) Other matters
Other matters related to the Allotment Agreement shall be determined by the Board of Directors of theCompany.

- 17 -

Proposal 3:

Decision on Remuneration for Granting Subscription Rights to Shares as Stock Options to
Directors (Excluding Outside Directors)

At the 52nd Annual General Meeting of Shareholders held on March 11, 2022, the amount of remuneration,etc. related to stock options for Directors (excluding Outside Directors) of the Company was approved to bewithin 100 million yen per year (excluding employees’ salaries for Directors who concurrently serve as
employees).
For the purpose of providing an incentive to continuously improve the corporate value of the Company aswell as sharing the benefits and risk of stock price fluctuations with shareholders and further motivating
contributions to stock price appreciation and corporate value enhancement, remuneration related to stock
options shall continue to be paid to the Directors (excluding Outside Directors) of the Company (the “Eligible
Directors”) as stated below, and the total amount of such remuneration shall be within 150 million yen peryear (excluding employees’ salaries for Directors who concurrently serve as employees). The amount ofsubscription rights to shares to be issued as remuneration for stock options shall be the amount obtained bymultiplying the fair value per unit of subscription right to shares calculated on the date of the allotment ofsubscription rights to shares, by the total number of the rights to be allotted. To calculate the fair value per unitof subscription right to shares, we use a commonly used method to calculate the fair value of the subscription
rights to shares, based on various conditions including the Company’s stock price and the exercise price on
the allotment date.
The amount of remuneration related to this Proposal is separate from the amount of remuneration, etc. for
Directors approved at the 37th Annual General Meeting of Shareholders held on June 25, 2007, which shallbe within 700 million yen per year (excluding employees’ salaries for Directors who concurrently serve as
employees), Proposal 2 (Remuneration for Granting Restricted Stocks) and Proposal 4 (Performance-based
Stock Compensation, etc.).
If Proposal 1 “Election of Twelve (12) Directors” is approved and passed as originally proposed, thenumber of Directors will be twelve (12) (including seven (7) Outside Directors). In addition to the Eligible
Directors, we plan to allocate similar stock options to Operating Officers of the Company. The maximum
amount of remuneration, the total number of subscription rights to shares to be issued and the terms andconditions of granting subscription rights to shares, etc. under this Proposal are to be determined bycomprehensively taking into account various matters after deliberations at the Remuneration Committee.
The specific amount of remuneration and the number and conditions of the subscription rights to shares,
etc. to each individual Director will be determined by the Board of Directors after consulting with theRemuneration Committee. Therefore, the Company believes that the details of this Proposal are appropriate.
[Details of remuneration, etc. (Details of remuneration for subscription rights to shares to be issued as
stock options over one year)](1) Number of units of subscription rights to shares
The maximum number of units of subscription rights to shares to be issued within one year from the annual
general meeting of shareholders for each fiscal year shall be 2,000.
(2) The class and number of shares underlying the subscription rights to shares
The maximum number of shares underlying the subscription rights to shares within one year from theannual general meeting of shareholders for each fiscal year shall be 200,000 shares. The class of shares
underlying the subscription rights to shares shall be common shares, and the number of shares underlying
each unit of subscription right to shares shall be 100 shares.
The Company shall make adjustments deemed necessary in circumstances that justify a change in thenumber of shares such as a stock split or a reverse stock split of its common shares.
(3) The amount paid in exchange for subscription rights to sharesNo cash payment shall be required in exchange for subscription rights to shares.
(4) Value of assets to be contributed upon exercise of subscription rights to shares
The value of assets to be contributed upon exercise of a unit of subscription right to shares shall be theamount obtained by multiplying the amount to be paid in per share that may be delivered through theexercise of the subscription right to shares (the “Exercise Value”) by the number of granted shares.
The Exercise Value shall be the amount obtained by multiplying the average closing price of thecommon shares of the Company at Tokyo Stock Exchange, Inc. on days (excluding days on which notransactions were made) of the month before the subscription right to shares is allotted, by 1.05 (withfractions of less than 1 yen rounded up). However, if the value falls below the closing price on the allotment
date of the subscription right to shares, the Exercise Value shall be the closing price on the allotment dateof the subscription right to shares (the closing price on the transaction date immediately before the said

- 18 -

date if no transactions were made on the allotment date).
The Company shall make adjustments deemed necessary in circumstances that justify a change in the
Exercise Value such as a stock split or a reverse stock split of its common shares.
(5) Exercise period of subscription rights to shares
The exercise period of subscription rights to shares shall be a period determined by the Board of Directors
within the period from the day on which two (2) years have passed from the date of the resolution granting
subscription rights to shares to the day on which ten (10) years have passed after the date of the resolution.
(6) Restrictions on the acquisition of subscription rights to shares through transfer
The acquisition of subscription rights to shares through transfer must be approved by the Board of Directors.
(7) Conditions for the exercise of subscription rights to shares
1) When exercising subscription rights to shares, a person who received the allotment of subscription rightto shares (the “share subscription right holder”) is not required to be in either of the Company’s positionof Director, Auditor, Operating Officer and employee.
2) If the share subscription right holder ceases to be in either of the Company's position of Director, Auditor,
Operating Officer or employee prior to the commencement of the exercise period of the subscription
rights to shares, the share subscription right holder may not exercise the subscription rights to shares.
However, this shall not apply in cases where the Board of Directors approves the retirement of an
employee due to mandatory retirement age or for other justifiable reasons.
3) If the share subscription right holder falls under any of the following instances, the share subscription
right holder cannot exercise the subscription rights to shares thereafter.
i. The share subscription right holder has received a ruling for commencement of assistance,
conservatorship, or guardianship.
ii. The share subscription right holder has received a ruling for commencement of bankruptcy
proceedings.
iii. The share subscription right holder is appointed as an officer or employee of a company incompetitive relationship with the Company (excluding subsidiaries or affiliates of the Company) or
any other company engaged in the same business as the Company (excluding subsidiaries oraffiliates of the Company) or any company providing advisory or consulting services to suchcompanies (including cases where the share subscription right holder is engaged in these businessesor services as an individual) unless approved in advance by the Board of Directors of the Company.
iv. A breach of trust against the Company has been recognized, such as a violation of laws andregulations or the Company’s internal rules.
v. A violation of the share subscription right allotment agreement concluded between the Company
and the person who receives the allotment of subscription rights to shares.
4) Other conditions for the exercise of subscription rights to shares shall be prescribed in a sharesubscription right allotment agreement to be concluded between the Company and the share subscription
right holders.
5) Other conditions for the exercise of subscription rights to shares shall be determined by a resolution of
the Board of Directors.
(8) Acquisition of subscription rights to shares
1) In the event that a merger agreement in which the Company becomes an extinct company, a company
split agreement or a company split plan in which the Company becomes a split company, or a shareexchange agreement or a share transfer plan in which the Company becomes a wholly owned subsidiaryis approved at a general meeting of shareholders (or by a resolution of the Board of Directors if anapproval of the general meeting of shareholders is not required), the Company may acquire all of thesubscription rights to shares without consideration on a date separately determined by the Board of
Directors of the Company.
2) In the event that, prior to the exercise of subscription rights to shares by the share subscription rightholders, the subscription rights become unexercisable pursuant to the provisions set forth in (7) 2) or 3)
above, the Company may acquire the subscription rights to shares without consideration on a dateseparately determined by the Board of Directors of the Company.
(9) Other terms and conditions for the offering of subscription rights to shares
Other details of the subscription rights to shares shall be determined at the meeting of the Board of
Directors that determines the terms and conditions for the offering of subscription rights to shares.

- 19 -

Proposal 4:

Decision on Amount and Details of Performance-based Stock Compensation, etc. for
Directors (Excluding Outside Directors)

As part of the review of the remuneration system for officers of the Company, we propose to newly
introduce a Performance-based Stock Compensation Plan (the “Plan”) for Directors (excluding Outside
Directors) of the Company (the “Eligible Directors”), in addition to the remuneration limit for Directors to be
proposed in Proposal 2 “Decision on Remuneration for Granting Restricted Stocks to Directors (Excluding
Outside Directors)” (within 300 million yen per year) and the remuneration limit for Directors to be proposedin Proposal 3 “Decision on Remuneration for Granting Subscription Rights to Shares as Stock Options to
Directors (Excluding Outside Directors)” (within 150 million yen per year).
The purpose of this Proposal is to enhance the Directors’ awareness of contribution to improving businessperformance and increasing corporate value over the medium to long term by clarifying the linkage between
the remuneration of Directors and the Company’s business performance and stock value, and by allowing the
Directors to share with shareholders the returns and risks of stock price fluctuations.
If Proposal 1 “Election of Twelve (12) Directors” is approved and passed as originally proposed, thenumber of Directors will be twelve (12) (including seven (7) Outside Directors). In addition to Directors, weplan to cover Operating Officers under this Plan. The maximum amount of remuneration, the total number ofcommon shares of the Company to be issued or disposed of, timing of the delivery of shares and otherconditions under this Proposal are to be determined by comprehensively taking into account various mattersafter deliberations at the Remuneration Committee.
The specific amount of remuneration and the number and conditions of the grant of common shares, etc.
to each individual Director will be determined by the Board of Directors after consulting with theRemuneration Committee. Therefore, the Company believes that the details of this Proposal are appropriate.
[Amount and Details of Compensation under the Plan](1) Overview of the Plan
The Plan is a stock compensation plan, under which a trust acquires shares of the Company with money
equivalent to the amount of remuneration for Directors contributed by the Company as the source of funds,
and the Company’s shares and the money equivalent to the amount of cash proceeds from the conversion of
the Company’s shares (the “Company’s shares, etc.”) are delivered and paid (the “delivery, etc.”) to the
Directors through such trust, according to their positions and the degree of achievement of performance targets
in the medium-term management plan, etc. ((2) and subsequent sections summarize the details.)
1) Persons eligible for the delivery, etc., of the• Directors (excluding Outside Directors
Company’s shares, etc., under this Proposalof the Company
2) Impact of the Company’s shares under this Proposal on the total number of shares issued
Maximum limit of money to be contributed by• Amount calculated by multiplying 200 million yen
the Company (as described in (3) below)
by the number of years of the covered period• Maximum limit for the five fiscal years of theinitial covered period will be 1,000 million yen(The initial covered period shall be five fiscal years
from the fiscal year ending December 31, 2024 to
the fiscal year ending December 31, 2028.)
Maximum limit of the number of the Company’s• Number of shares calculated by multiplying 20,000
shares, etc. subject to delivery, etc. to Directors
shares by the number of years of the covered period(as described in (4) below)• Maximum limit for five fiscal years of the initialcovered period will be 100,000 shares
Method of acquisition of the Company’s shares• The Company’s shares under the Plan will be(as described in (3) below)
acquired from the stock market or from theCompany (disposal of treasury stock)3) Details of performance achievement conditions• The performance-linked portion varies between 0%(as described in (4) below)
and 100% depending on the degree of achievementof performance against the target values set in themedium-term management plan, etc. during thecovered period
4) Timing of the delivery, etc., of the Company’s• In principle, after the end of the covered period
shares, etc., to Directors (as described in (5)below)- 20 -

(2) Trust period
In principle, the period covered by the Plan shall be the fiscal years covered by the Company’s mediumterm management plan (the “covered period”). The initial covered period shall be the five fiscal years fromthe fiscal year ending December 31, 2024 to the fiscal year ending December 31, 2028. However, at the
expiration of the trust period, the trust period may be extended as described in (3) below. In the event that thetarget values set in the medium-term management plan are achieved ahead of schedule in any fiscal year during
the covered period and a new medium-term management plan is formulated at that time, the covered period
at that time may be brought forward and terminated, and the trust period may be extended with the fiscal years
covered by the new medium-term management plan as the new covered period.
(3) Maximum amount of money to be contributed by the Company
The Company shall set the maximum amount of trust money to be contributed in each covered period forthe acquisition of Company’s shares subject to delivery, etc. to Directors at 200 million yen multiplied by the
number of years of the relevant covered period (1,000 million yen for the five fiscal years of the initial covered
period), and then shall contribute such trust money to establish a trust (the “Trust”) for the period
corresponding to the covered period with Directors as beneficiaries. The Trust shall acquire the Company’s
shares from the stock market or the Company (disposition of treasury stock) using the trust money as thesource of funds, in accordance with the instructions of the Trust Manager. The Company will grant points (asdescribed in (4) below) to Directors during the covered period, and, after the end of the covered period,
implement through the Trust the delivery, etc. of the Company’s shares, etc. equivalent to the number of points
granted.
The Trust may be continued at the expiration, etc., of the trust period of the Trust by way of amending thetrust agreement or by additional entrustment. In such case, the trust period of the Trust shall be extended forthe same period as the fiscal years covered by the medium-term management plan set forth by the Company
at that time. For each extended period, the Company will make additional contributions within the maximum
total amount of trust money to be contributed to the Trust, which will be approved at this General Meeting of
Shareholders, and continue to grant points to Directors during the extended trust period, and the Trust willcontinue to implement the delivery, etc. of the Company’s shares, etc. However, in the case of such additional
contribution, if there are Company’s shares (excluding the Company’s shares equivalent to the points granted
to Directors that have not yet been delivered, etc.) and money remaining in the trust assets at the end of thetrust period before the extension (the “Remaining Shares, etc.”), the total amount of the Remaining Shares,
etc. and the trust money to be additionally contributed by the Company shall be within the range approved bythis General Meeting of Shareholders. This extension of the Trust period is not limited to a one-time extension,and the Trust may be extended in the same manner thereafter.
(4) Calculation method and maximum number of the Company’s shares, etc. subject to delivery, etc. to
Directors
The number of the Company's shares, etc. subject to delivery, etc. to Directors is determined at a certain
time each year by the number of points granted in accordance with their position and the degree of achievementof performance against the target values set in the medium-term management plan, etc.
One (1) point shall equal one (1) share of the Company’s common stock, and in the event of a stock split
or reverse stock split of the Company’s shares in the Trust during the trust period, the number of the Company’s
shares per point and the maximum number of the Company’s shares subject to delivery, etc. from the Trustshall be adjusted according to the split ratio, reverse stock split ratio, etc. of the Company’s shares.
The maximum number of points to be granted to Directors during the trust period of the Trust shall be
20,000 points multiplied by the number of years of the covered period, and the maximum number of shares of
the Company's shares., etc. that Directors may receive from the Trust during the trust period shall be thenumber of shares equivalent to such maximum number of points (the “Maximum Number of Shares to be
Delivered”). Therefore, the Maximum Number of Shares to be Delivered during the five fiscal years of theinitial covered period will correspond to 100,000 shares.
If the Trust is continued as described in (3) above, the Maximum Number of Shares to be Delivered during
the extended trust period shall be the number of shares equivalent to such maximum number per fiscal year
multiplied by the number of years of the extended trust period. This Maximum Number of Shares to be
Delivered is determined by reference to the most recent stock price, etc., taking into consideration the
maximum amount of money to be contributed by the Company as described in (3) above.
(5) Method and timing of the delivery, etc. of the Company’s shares, etc. to the Directors
The Directors who satisfy the requirements for beneficiaries shall receive the delivery, etc. of the numberof the Company's shares, etc. calculated in accordance with (4) after the end of the covered period. In such- 21 -

cases, the Directors concerned, by completing the prescribed procedures to determine the beneficiary rights,
shall receive the number of the Company's shares equivalent to 50% of the number of points and the numberof the Company's shares equivalent to the remaining points shall be converted into cash in the Trust, and theyshall receive the payment of cash equivalent to the amount of the conversion price.
(6) Exercise of voting rights with respect to the Company’s shares in the Trust
The voting rights of the Company’s shares held in the Trust shall be non-exercisable during the trust period
in order to ensure neutrality toward the Company’s management.
(7) Handling of dividends pertaining to the Company’s shares in the Trust
The dividends pertaining to the Company’s shares in the Trust will be received by the Trust and used as
funds for trust fees and trust expenses related to the Trust. In the event that there is a residual amount ofdividends at the final stage of termination of the Trust after being used for trust fees and trust expenses, thiswill belong to the Company to the extent of the amount retained in the Trust after deducting funds for shareacquisition from the trust money, and the portion exceeding the amount retained in the Trust will be donatedto organizations that have no interest in the Company and the Directors.
(8) Other details of the Plan
Other details of the Plan will be determined at the meeting of the Board of Directors each time the Trust isestablished, the trust agreement is amended, or additional contributions are made to the Trust.

- 22 -

<Proposal by a Shareholder (Proposal 5)>
Proposal 5 is a proposal made by a shareholder.
The following details of the proposal (outline of the agenda) and reasons for the proposal are presented intheir original form as submitted by the proposing shareholder in Japanese, although their format has beenadjusted by the Company.

The Board of Directors of the Company is opposed to Proposal 5.
The reasons for opposition to Proposal 5 are stated below on pages 26 to 28.
Proposal by a Shareholder
Proposal 5 was proposed by shareholder 3D OPPORTUNITY MASTER FUND (hereinafter referred to as“3D”).
Proposal 5: Election of One (1) Auditor
Outline and Reason of the Proposal(1) Outline of the Proposal
Mr. Stephen Givens shall be elected as Auditor.
(2) Reason for the Proposal
In August 2023, 3D called for proposals to increase the corporate value of FUJI SOFT and received
unbinding proposals from three well-known private equity funds (the “Proposers”) to acquire FUJI SOFT
at prices significantly higher than the stock price at that time. According to those proposals, the Proposers
evaluated FUJI SOFT based solely on publicly available information, and it was suggested that if the
Proposers could obtain information obtained through due diligence, the Proposers would be able to makea higher price proposal. As FUJI SOFT acknowledges1, these proposals had sufficient specificity, rationaleof purpose, and feasibility, and constituted a “bona fide offer”2 as described in the “Guidelines for
Corporate Takeovers” recently released by the Ministry of Economy, Trade and Industry (the “Corporate
Takeovers Guidelines”).
3D submitted these proposals to the Board of Directors of FUJI SOFT in September 2023. As 3D
believed that these proposals should be given sincere consideration by the Board of Directors of FUJI
SOFT in accordance with the Corporate Takeovers Guidelines3, we also asked the Board of Directors toengage constructively with each of the Proposers and other potential acquirers, provide comprehensive due
diligence materials, and finally, do everything in its power to invite legally binding proposals as part of aformal process to maximize FUJI SOFT’s corporate value.
In this regard, according to the Corporate Takeovers Guidelines, the board of directors of the target
company should give “sincere consideration” to a “bona fide offer.” In other words, it is required to submit
a bona fide offer to the board of directors, obtain additional information about the proposal from theacquirer, and consider the appropriateness of the acquisition from the perspective of whether theacquisition will contribute to increasing corporate value4.
However, based on subsequent communications with FUJI SOFT, 3D believes that the Board of
Directors has not fulfilled such duties and that FUJI SOFT has not walked through the consideration
process in a way that would truly increase corporate value. As noted above, each of the acquisition
proposals by the Proposers suggested the possibility of refining their proposals and re-proposing a higher
acquisition price if the information obtained through due diligence was available. However, despite theexistence of such a clear path to corporate value enhancement at hand, FUJI SOFT is attempting to consider
the appropriateness of the acquisition without providing appropriate information, including due diligence
opportunities, to each of the Proposers, i.e., without refining the acquisition proposals and maximizing theacquisition price. Furthermore, we understand that the Board of Directors, including Outside Directors,
who play a leading role in considering the appropriateness of the acquisition, has not yet had a formal
meeting with any of the Proposers.
In light of its past experience, 3D believes that a sound consideration process in accordance with the
Corporate Takeovers Guidelines will maximize FUJI SOFT’s corporate value. Therefore, we believe thatleaving the consideration process by FUJI SOFT incomplete and unfair would undermine the feasibility ofa transaction that maximizes FUJI SOFT’s corporate value. Furthermore, as a result of such consideration
process by FUJI SOFT, we believe that if the acquisition proposals are rejected, other potential acquirers
may be hesitant to negotiate with FUJI SOFT in the future.
3D believes that the above consideration process by the Board of Directors of FUJI SOFT was a serious
mistake in corporate governance. Although the Board of Directors of FUJI SOFT should engage in asincere and constructive consideration process in good faith to ensure a full and fair strategic consideration
process, the Board of Directors has been reluctant to accept proposals from well-known private equity- 23 -

funds and has not called for privatization proposals from other potential acquirers. Therefore, it appears
that the Board of Directors of FUJI SOFT is only concerned with fulfilling the minimum legal obligations
required of a board of directors, and such corporate governance defects at FUJI SOFT are a serious obstacle
to maximizing the company’s corporate value.
FUJI SOFT recognized the need for constructive engagement with stakeholders and publicly announced
its consideration of a bona fide offer on January 12, 2024. However, the content of the announcement wasvague as to what specific activities the Special Committee had been involved in, and did not address 3D’s
concern that the review process would remain incomplete and unfair. 3D believes that FUJI SOFT should
provide each of the Proposers with an opportunity to conduct due diligence to refine its acquisition proposal
and maximize the acquisition price, including sharing its new medium-term management plan to beannounced in February of this year, but FUJI SOFT has not disclosed such actions5.
Furthermore, in light of the fact that the Special Committee, which makes suggestions or
recommendations to the Board of Directors on whether or not to approve the privatization proposal, andthe Board of Directors, the majority of which are Outside Directors, which makes the final decision, have
not yet held meetings with the Proposers since the privatization proposals were submitted in September
2023, we must question whether the Special Committee and the Board of Directors will take their
responsibility to maximize corporate value seriously and will consider the proposal fairly and objectively.
3D believes that it is essential to improve corporate governance at FUJI SOFT in order to ensure theinterests of its shareholders by strengthening the supervisory function of the Board of Directors of FUJI
SOFT and complying with various guidelines issued by the Ministry of Economy, Trade and Industry ofJapan. Therefore, 3D proposes that Mr. Stephen Givens (“Mr. Givens”) be elected as an Outside Auditor.
The career summary of Mr. Givens is shown in (3) below. Mr. Givens is a leading expert in the fieldsof M&A and corporate governance in Japan. After becoming a partner at a major international law firm,
he established his own law firm and has extensive experience in structuring, negotiating and closing various
corporate transactions, including M&A deals. He has also advised both corporations and institutional
investors on numerous corporate governance and voting matters, and has served as a member of special
committees of listed companies.
In addition, Mr. Givens is independent of both FUJI SOFT and 3D, ensuring the interests of all FUJI
SOFT shareholders.
3D is confident that Mr. Givens will not only provide a useful and unique perspective from an
independent standpoint but will also bring his extensive knowledge of corporate governance and M&A to
the Board of Directors of FUJI SOFT. Since Mr. Givens is an appropriate candidate to correct FUJI SOFT’s
corporate governance defects and ensure a sincere consideration process to increase corporate value, 3D
proposes to elect Mr. Givens as an Outside Auditor.

- 24 -

(3) Candidate’s name and career summary
Date of birth: July 18, 1954
Number of shares of the Company held: 0 shares■Career summary, positions, responsibilities and significant concurrent positions
1982 - 1987
Associate, Debevoise & Plimpton, New York City
1987 - 1990
Associate, Gibson, Dunn & Crutcher
1990 - 1996
Partner, Gibson, Dunn & Crutcher
1996 - 2001
Special Counsel, Nishimura & Partners (present Nishimura & Asahi)
2001 - present
Representative, Givens Gaikokuho Jimu Bengoshi Jimusho / JLX Partners
Education
1972 - 1976
University of North Carolina at Chapel Hill (A.B. in History and Classics)
1976 - 1977
Kyoto University (Faculty of Law)
1979 - 1982
Harvard Law School (J.D.)
Other Information
2004 - 2014
Adjunct Professor, Keio University Law School2005 - 2014
Professor, Faculty of Law, Aoyama Gakuin University
2009 - 2013
Adjunct Professor, Faculty of Law, Sophia University
2014
Adjunct Professor, Faculty of Business and Commerce, Keio University
2014 - 2020
Professor, Law Faculty, Sophia University
2015 - 2019
Member of Advisory Board of Dai-ichi Life Holdings, Inc.
2017 - 2019
Advisor of Investment Strategy Division, Hitachi, Ltd.
2018 - 2019
Advisory Board member of NAKANO REFRIGERATORS CO., LTD.
2019 - 2023
Adjunct Professor, Keio University(Significant concurrent positions)Representative, Givens Gaikokuho Jimu Bengoshi Jimusho
Representative, JLX Partners
Candidate

Stephen Givens- 25 -

○ Opposition from the Board of Directors on Proposal 5 (Election of One (1) Auditor)[Opinion]

The Board of Directors of the Company is opposed to Proposal 5.
As described in the “Reason for the Proposal” of Proposal 5, the proposing shareholder has approachedseveral private equity funds (the “PE Funds”) to have them submit a proposal to take the Company private (the“Privatization Proposal”). In addition, the proposing shareholder states that the Board of Directors of theCompany has been considering the appropriateness of the acquisition without providing any of the proposers
with comprehensive due diligence materials and inviting legally binding proposals, and concludes that suchprocess was a “serious mistake in corporate governance” and states that Mr. Stephen Givens (“Mr. Givens”)
should be elected as an Outside Auditor to improve the Company’s corporate governance.
However, the Board of Directors of the Company is opposed to Proposal 5 because the Company has been
conducting sincere consideration of the privatization proposals, mainly by the Board of Directors and the Special
Committee, in accordance with the “Guidelines for Corporate Takeovers,” and therefore, there is no mistake incorporate governance as concluded by the proposing shareholder (see 1 below), and we do not believe that Mr.
Givens should be elected as an additional Auditor, considering the current structure of the Board of Directors
and the Board of Auditors of the Company and Mr. Givens’ skill set, qualifications, and experience, etc. (see 2
below).
1. The Company has been sincerely considering the privatization proposals under a system that ensures fairness
and transparency, and there is no mistake in corporate governance.
As stated in the “Notice Concerning the Progress of Consideration of the Measures to Enhance Corporate
Value” released by the Company on January 12, 2024, in considering management options to enhance theCompany’s corporate value, in order to enhance the fairness and transparency of the consideration process, theCompany decided to ensure a system in which only independent outside directors would be involved in theconsideration of such options. Accordingly, at the meeting of the Board of Directors held on July 25, 2023, theCompany established the Independent Directors Working Group, consisting solely of independent outside
directors, as a working group (“WG”) of the Corporate Value Committee. Subsequently, as the Company
received the Privatization Proposals from several PE Funds that responded to the request of the proposing
shareholder, the Company determined that it was necessary to ensure fairness and transparency in theconsideration process and to conduct sincere consideration, and established a Special Committee consisting of
only six independent outside directors as a committee with expanded authority, etc. over the Independent
Directors WG at the meeting of the Board of Directors held on September 12, 2023. The members of the Special
Committee also include Mr. Yuya Shimizu and Mr. Shintaro Ishimaru, who were elected as Outside Directors
at the Extraordinary General Meeting of Shareholders of the Company held on December 4, 2022, as a proposalby the Company and a Shareholder, with the Board of Directors of the Company also agreeing to the shareholder
proposal.
The matters entrusted to the Special Committee are as follows, and the Board of Directors of the Company
has resolved to make decisions on such matters with the utmost respect for the decisions of the Special
Committee on the matters entrusted below.
(1) To compare and consider the measures to enhance corporate value developed by the Company and themeasures to enhance corporate value in the Privatization Proposals submitted by the acquiring parties, fromthe perspective of ensuring or enhancing corporate value and, in turn, the common interests of shareholders,
and to make suggestions or recommendations to the Board of Directors as to which of the two would be
more desirable.
(2) If it is determined in (1) above that the measures to enhance corporate value in the Privatization Proposal
submitted by the acquiring party are more desirable than the measures to enhance corporate value developedby the Company, to examine the Privatization Proposal from the perspective of whether it will ensure orenhance the corporate value of the Company and, in turn, the common interests of shareholders, and to makesuggestions or recommendations to the Board of Directors as to whether the Board of Directors of theCompany should approve the Privatization Proposal.
The Special Committee has appointed as its own advisors a financial advisor, a legal advisor, and a
consulting firm to perform business analysis.
Under the above structure, the Special Committee, while receiving advice from its own advisors andconsultants, is proceeding with fair and appropriate evaluation and consideration of the above-mentioned
matters entrusted to it, completely independent of the Company’s executive. In the process, the Special
Committee itself met with each of the PE Funds and held Q&A sessions, etc. with each of the PE Funds.

- 26 -

On the other hand, the Company’s executive has also been closely examining management options tomaximize the corporate value of the Company by comparing and considering the measures to enhance thecorporate value of the Company, etc. to be realized through the Privatization Proposal received from each PE
Fund and the measures to enhance corporate value, etc. in the new medium-term management plan formulatedby the Company as a listed company, based on the views of the Special Committee, advice from the Company’s
advisors, and other factors. In the process, the Company's executive has also deepened its understanding of each
proposal and refined its evaluation of each proposal by holding Q&A sessions with each of the PE Funds
regarding post-privatization management policies and business strategies, providing certain information asnecessary, and holding discussions based on the results of such discussions.
As such, the Company is conducting a sincere consideration of the Privatization Proposals while providing
the acquiring parties that submitted the Privatization Proposals with an opportunity to conduct certain due
diligence. We believe that such consideration process is fair and appropriate in line with the “Guidelines for
Corporate Takeovers” published by the Ministry of Economy, Trade and Industry on August 31, 2023, and thatthe criticism that there was a “mistake in corporate governance” is not at all applicable.
The proposing shareholder, quoting the “Guidelines for Corporate Takeovers,” states that it is not a soundconsideration process unless comprehensive due diligence materials are provided to potential acquiring parties
and a legally binding proposal is invited. However, the Guidelines assume that the company’s directors havebroad discretion regarding the scope of information to be provided during due diligence and whether or not toseek other acquisition proposals, especially if the company’s board of directors has not yet decided a policy ofaccepting any acquisition. As mentioned above, the Company is in the process of comparing and considering
the measures to enhance corporate value, etc. from the viewpoint of maximizing corporate value, and has not
yet decided a policy of accepting any acquisition. Therefore, the opinion that comprehensive due diligence andinviting legally binding proposals must be conducted at this stage is not in line with the Guidelines and may besaid to be the sole assertion of the proposing shareholder.
2. The Company does not believe that Mr. Givens should be elected as an additional Auditor, considering thecurrent structure of the Board of Directors and the Board of Auditors of the Company and skillsets,
qualifications, and experience, etc. of the candidate for Proposal 5.
On the premise of a highly independent Board of Directors and Board of Auditors structure, with the Boardof Directors where Independent Outside Directors form a majority and the Board of Auditors where Outside
Auditors who are also independent officers form a majority, the Company has long sought to assign humanresources with expertise in corporate management, business administration, industry knowledge, sales,finance/accounting, legal affairs, capital markets, etc. as directors and auditors in order to achieve sustainablegrowth and enhance corporate value over the medium to long term, taking into consideration the balance of theBoard of Directors and Board of Auditors as a whole, such as diversity and size. The specific matrix of skills
held by Directors and Auditors, subject to approval of Proposal 1 proposed by the Board of Directors of theCompany at this General Meeting of Shareholders, is shown on page 15 and includes Mr. Yuya Shimizu and
Mr. Shintaro Ishimaru, who were elected as Outside Directors at the Extraordinary General Meeting of
Shareholders of the Company held on December 4, 2022, as a proposal by the Company and a Shareholder, of
which the Board of Directors of the Company also agreed to the proposal by the proposing shareholder.
The proposing shareholder, without mentioning the fact that there are already two Outside Directors that it
proposed, has now proposed a new candidate for Auditor, stating that there are defects in the Company’s
corporate governance and that these defects need to be corrected. The Company believes that such a proposal
should be accepted if it is determined to be appropriate after assessing whether the candidate has the skillset
required by the Company, etc., while also taking into consideration the composition of the Board of Directors
and the Board of Auditors as a whole.
Therefore, the Board of Directors of the Company, in cooperation with the Board of Auditors and theNomination Committee, interviewed the candidate and reviewed and deliberated the candidate from theperspective of his role and function in the overall composition of the Board of Directors and the Board ofAuditors of the Company, in addition to his qualifications, experience, and expertise. As a result, it was
concluded that Mr. Givens should not be considered as an additional Auditor due to his skillset, qualifications,and experience, as described below.
First, the Company has listed “legal affairs” as a necessary skill set for its Directors and Auditors. Mr.
Hidetaka Nishina, an attorney-at-law, has already been appointed as an Outside Director, and Ms. Yukako
Oshimi, an attorney-at-law, has been appointed as an Outside Auditor. Both of them provide appropriate
supervision and advice on the Company’s business operations based not only on their extensive insight andexperience as attorneys-at-law under Japanese laws, but also on their involvement in corporate management as
outside officers of several listed companies, and the skillset of “legal affairs” in the Board of Directors and- 27 -

Board of Auditors of the Company is fully met by them. Therefore, there is no need to supplement the skillsetof “legal affairs” by electing Mr. Givens. Rather, his election would result in a duplication of said skillset.
In addition, unlike Mr. Nishina and Ms. Oshimi, the career summary of Mr. Givens, which was sent to us
by the proposing shareholder, shows that he has no experience as an outside officer of a listed company, andbased on the content of the interview with Mr. Givens, we could not obtain assurance as to whether he could be
expected to perform his duties as an Outside Auditor at the Company, which is in a complex management
environment, in accordance with the Japanese Companies Act, the Corporate Governance Code, the “Guidelines
for Corporate Takeovers,” and other rules, as well as the latest trends in corporate takeovers, etc.
The appropriateness of nominating Mr. Givens as a candidate for Auditor was discussed not only by the
Board of Directors but also by the Board of Auditors, where Outside Auditors who are independent officers
form a majority, and by the Nomination Committee, where independent Outside Directors form a majority.
However, taking into consideration the various points above, it was concluded that Mr. Givens should not be an
additional Auditor.
3. Conclusion
For the above reasons, the Board of Directors of the Company is opposed to Proposal 5.

- 28 -

<Proposal by a Shareholder (Proposal 6)>
Proposal 6 is a proposal made by a shareholder.
The following details of the proposal (outline of the agenda) and reasons for the proposal are presented intheir original form as submitted by the proposing shareholder in Japanese, although their format has beenadjusted by the Company.

The Board of Directors of the Company is opposed to Proposal 6.
The reasons for opposition to Proposal 6 are stated below on page 31.
Proposal by a Shareholders
Proposal 6 was proposed by shareholder 3D OPPORTUNITY MASTER FUND.
Proposal 6: Share Repurchase
Outline and Reason of the Proposal(1) Outline of the Proposal
If FUJI SOFT decides not to accept the acquisition proposals by the Proposers stated in the Reason for
the Proposal of Proposal 5 as a result of the review by the Board of Directors of FUJI SOFT, FUJI SOFT
shall acquire shares of FUJI SOFT’s common stock by cash delivery as follows, pursuant to the provisionsof Article 156, Paragraph 1 of the Companies Act.
 The number of shares to be acquired: 11,013,216 shares (6,810 yen per share) Total amount of money to be paid for the acquisition: 75,000,000,000 yen (However, if the totalacquisition price permitted under the Companies Act (the “distributable amount” as defined in Article
461 of the Companies Act) is less than this amount, the total amount of money shall be the maximum
acquisition price permitted under the Companies Act.) The period during which shares can be acquired: A one-year period after the conclusion of this Ordinary
General Meeting of Shareholders(2) Reason for the Proposal
Under the Corporate Governance Code, Directors are responsible for promoting the medium- to longterm improvement of corporate value. It is consistent with such an obligation for Directors to carefully andobjectively consider bona fide offers from potential acquirers. Therefore, it is considered that the Board of
Directors of FUJI SOFT has an obligation to compare the value of the proposed acquisition (purchase priceand corporate value enhancement measures) with the risk-adjusted potential value that could be achieved
through the continued implementation of FUJI SOFT’s management plan.
If, as a result of such a comparison, the Board of Directors of FUJI SOFT determines that the potential
value of FUJI SOFT is higher than the value of the acquisition proposals (the acquisition price which isalmost certain to exceed the stock price) and rejects the acquisition proposals, it means that the Board of
Directors believes that FUJI SOFT is undervalued in the market.
In such cases, the Board of Directors must take measures to eliminate the material discrepancy between
the market valuation of FUJI SOFT and the potential value of FUJI SOFT considered by the Board of
Directors. 3D believes that the most straightforward and direct way to eliminate such discrepancy is for
FUJI SOFT to repurchase shares.
3D also believes that the share repurchase by FUJI SOFT will also resolve the excessive capitalizationof FUJI SOFT. That is, FUJI SOFT is considered to be overcapitalized due to its real estate holdings andits unrealized gains. 3D estimates the value of FUJI SOFT’s real estate to be approximately 195 billion
yen. Based on this estimate, unrealized gains (after tax) as of December 31, 2023 would be approximately
78 billion yen, which, when added to net assets, would total approximately 240 billion yen6. According tothis, the return on equity (ROE) at FUJI SOFT for the fiscal year ended December 31, 2023 isapproximately 6%7, which is much lower than the recent industry average of approximately 16% 8.
Therefore, FUJI SOFT’s excessive capitalization is reducing capital efficiency and, in turn, undermining
corporate value growth.
3D believes that at FUJI SOFT, the ROE should be raised to the industry average level, which will
support the medium- to long-term growth of corporate value. If FUJI SOFT were to raise its ROE to theindustry average level by 2026, it would need to redeem 165 billion yen9 in excess assets.
Based on the average daily trading volume of FUJI SOFT shares over the past six months and assuming
a market participation rate of 35%10, the number of FUJI SOFT shares that can be repurchased within thenext one year is approximately 11 million shares11.
Therefore, 3D proposes that FUJI SOFT repurchase about 11 million shares within the next one year.
Assuming the stock price as of January 12, 2024 (6,810 yen), the amount of money required for such a- 29 -

share repurchase would be approximately 75 billion yen. Given that the non-consolidated distributableamount of FUJI SOFT is approximately 77 billion yen12, the above amount proposed by 3D is a sufficiently
feasible amount.

Footnotes:
1

Press Release of FUJI SOFT dated January 12, 2024
Guidelines for Corporate Takeovers 3.1.2
3
Under the Corporate Takeovers Guidelines, upon receipt of a “bona fide offer” that includes sufficient
information on the purchase price, management strategy, etc., the board of directors is required togive “sincere consideration” to the proposal and to take measures to maximize corporate value.
4
Guidelines for Corporate Takeovers 3.1.2
5
Press Release of FUJI SOFT dated January 12, 2024
6
Calculated by a formula of net assets at the end of the fiscal year ended December 31, 2022 (152.7
billion yen) + assumed net profit for the fiscal year ended December 31, 2023 (14.0 billion yen) –assumed dividends (4.9 billion yen) + unrealized gains on real estate after tax (78.0 billion yen).
Assumed net profit is calculated by multiplying the operating profit under the company plan by 70%.
Assumed dividends are calculated by multiplying the assumed net profit by the dividend payout ratioof 35% under the company plan.
7
Calculated by dividing assumed net profit (14.0 billion yen) by net assets taking into accountunrealized gains on real estate (240.0 billion yen)
8
Average of the most recent fiscal year for CTC, SCSK, TIS, BIPROGY, Net One Systems, NSSOL,
Systena, ISID, NSD, and DTS
9Calculated based on assumed net assets after taking into account unrealized gains on real estate before
the share repurchase for the fiscal year ending December 31, 2026, assuming that assumed net profit
is calculated by multiplying the Bloomberg consensus operating profit for the period from the fiscal
year ending December 31, 2024 to the fiscal year ending December 31, 2026 by 70%, and the assumed
dividend payout ratio is 35%
10
Based on examples of share repurchase by Citizen Watch Co., Ltd. and TOSHIBA CORPORATION,
we assume that a market participation rate of 35% is feasible. Citizen Watch Co., Ltd. acquired
approximately 17% of its outstanding shares (excluding treasury stock) between February 2023 andJune 2023, with the average number of shares acquired per day at that time being about 36% of theaverage daily trading volume for the six months prior to the day the share repurchase was announced.
TOSHIBA CORPORATION acquired approximately 30% of its total outstanding shares (excluding
treasury stock) between November 2018 and November 2019, with the average number of sharesacquired per day at that time being approximately 35% of the average daily trading volume for thesix months prior to the day before the share repurchase was announced. (TOSHIBA CORPORATION
used ToSTNET).
11
Calculated by multiplying the average daily trading volume (126,600 shares) over the past six months
by the number of trading days in 2024 (245 days) and the market participation rate (35%).
12
Calculated by a formula of non-consolidated other capital surplus as of the fiscal year ended
December 31, 2022 (0.5 billion yen) + non-consolidated other retained earnings as of the fiscal year
ended December 31, 2022 (75.0 billion yen) - non-consolidated treasury stock as of the fiscal year
ended December 31, 2022 (4.6 billion yen) + assumed non-consolidated net profit for the fiscal year
ended December 31, 2023 (10.0 billion yen) - assumed total dividends for the fiscal year ended
December 31, 2023 (3.9 billion yen). Assumed non-consolidated net profit is calculated bymultiplying the ratio of non-consolidated net profit to the consolidated net profit for the fiscal year
ended December 31, 2022, by the company’s assumed consolidated net profit. Estimated total
dividends are calculated by multiplying the assumed non-consolidated net profit by the assumed nonconsolidated dividend payout ratio announced by the Company.
2- 30 -

○ Opposition from the Board of Directors on Proposal 6 (Share Repurchase)[Opinion]

The Board of Directors of the Company is opposed to Proposal 6.
As stated in the “Medium-Term Management Plan 2028” announced by the Company on February 14, 2024,
the Company plans to return approximately 140 billion yen to shareholders over the next five years through ashare repurchase worth more than 100 billion yen and other measures, along with investments in growth suchas strategic alliances, M&A, subsidiary management, human resources, research and development, etc.
This policy was carefully considered and decided by the Board of Directors from the viewpoint of
maximizing the medium- to long-term corporate value of the Company and the common interests ofshareholders. The Company believes that our policy of implementing flexible capital allocation at appropriate
times while ensuring an optimal balance between shareholder returns and investments in growth, including theimplementation of shareholder returns of approximately 140 billion yen over five years, will achieve both
improved return on capital and sustainable growth, and will contribute to improving the medium- to long-term
corporate value of the Company and the common interests of shareholders.
On the other hand, Proposal 6 proposed by the proposing shareholder requests a share repurchase on thescale of 75 billion yen in one year after the conclusion of this General Meeting of Shareholders. However, as
stated in “Reason for Proposal” of Proposal 6, the scale and period of the share repurchase insisted upon by the
proposing shareholder were merely calculated mechanically from the current level and trading volume of theCompany’s stock, and have not been considered from the perspective of maximizing the medium to long term
corporate value of the Company and the common interests of shareholders.
If the Company attempts to carry out such a share repurchase, there is a risk that it will undermine themobility of future investment activities and the flexibility of management based on the Company’s mediumterm management plan, and a significant portion of the cash that the Company plans to use over the next five
years for investments in growth and shareholder returns, including dividends, will be used for the share
repurchase within one year from the conclusion of this General Meeting of Shareholders. For these reasons, theCompany will not be able to conduct investments in growth to improve the corporate value of the Company andshareholder returns for the medium to long term, and it may damage the medium to long term corporate valueof the Company and the medium to long term interests of shareholders. In addition, the Company believes thatthe scale and duration of the proposed share repurchase are not feasible considering the liquidity of theCompany’s shares in the market, and the fact that almost all of the Company’s current distributable amount(approximately 77 billion yen) will be used for the share repurchase in a single year makes the Company’s
financial situation at the time of execution extremely unstable and may also make future shareholder returns,
including dividends, difficult. Accordingly, the Company believes that this proposal is short-sighted.
Although the proposing shareholder states that if the Company rejects the privatization proposals, theCompany’s shares will be undervalued in the market and the Company should repurchase shares to eliminate
the discrepancy, the Company believes that implementing the above capital allocation, which includes returning
approximately 140 billion yen to shareholders over five years, is what will improve the medium to long term
corporate value of the Company and the common interests of shareholders, which will be reflected in the market
share price.
For the above reasons, the Board of Directors of the Company is opposed to Proposal 6.

- 31 -