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.

Request for cooperation in preventing spread of COVID-19
In order to ensure safety of shareholders at the General Meeting of Shareholders, we will offer an opportunity for them toremotely attend the meeting via the Internet. Shareholders will be able to speak up by telephone, etc. just as when they attend
in person. Thorough preventative measures against the disease will be taken at the meeting. For details, please see page 2.

Securities code: 9749
February 24, 2021
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 51ST 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 51st Annual General Meeting of Shareholders of FUJI SOFT INCORPORATED(the “Company”) will be held for the purposes as described below.
Instead of attending the meeting, you may exercise your voting rights in writing or by voting via the Internet.
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 11, 2021, Japan Time.
1. Date and Time:
2. Place:

Friday, March 12, 2021 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
51st Fiscal Year (January 1, 2020 - December 31, 2020) 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 51st Fiscal Year
(January 1, 2020 - December 31, 2020)
Proposals to be resolved:
Election of Nine (9) Directors
Proposal 1:
Election of One (1) Auditor
Proposal 2:
Granting of Retirement Benefits to a Retiring Director
Proposal 3:
Granting of Retirement Benefits to a Retiring Auditor
Proposal 4:
4. Matters Decided upon Convocation with regard to the Exercise of Voting Rights:(1) You can exercise your voting rights by attending the meeting, either in person or via the Internet, orin writing or by voting via the Internet in advance of the meeting.
(2) If you submit a Voting Rights Exercise Form without indicating your approval or disapproval orabstention for any proposal, your vote for the proposal shall be counted as an approval.
(3) If you exercise your voting rights in advance via the Internet more than once, only your final voteshall be counted as valid.
(4) 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.
(5) Please note that if you exercise your voting rights in advance in writing or via the Internet and attend
the meeting, either in person or via the Internet, the voting rights you have exercised in advance shallbe invalidated.
(6) You may exercise your voting rights by appointing one other shareholder with voting rights of theCompany as your proxy. In this case, please note that the proxy must submit to the Company adocument certifying authority of representation.

-1-

Guidance for Exercising Your Voting Rights-

If you attend the meeting:
Please submit the enclosed Voting Rights Exercise Form at the reception desk on the day of the meeting(Opens at 3:00 p.m. on Friday, March 12, 2021).
Shareholders can attend the meeting via the Internet, but (i) the Company allows only shareholders in Japan
to attend the meeting via the Internet, considering issues related to IT systems and communication
environments, and (ii) the system it offers is available in Japanese only.

-

If you do not attend the meeting in person:
If you do not attend the General Meeting of Shareholders in person or via the Internet, you can exercise
your voting rights in advance either in writing or via the Internet.

(1) Voting by mail (in writing):
Please review the Reference Documents for the General Meeting of Shareholders and return the Voting
Rights Exercise Form with your votes by mail. The completed form must reach us by 5:30 p.m.,
Thursday, March 11, 2021, Japan time.
(2) Voting via the Internet:
Please access our designated website for exercising voting rights (https://evote.tr.mufg.jp/) from yourPC, smartphone, or mobile phone, enter the log-in ID and temporary password indicated in your Voting
Rights Exercise Form, and enter your votes by following the instructions on the screen after reviewing
the Reference Documents for the General Meeting of Shareholders. Your votes must be entered by nolater than 5:30 p.m., Thursday, March 11, 2021, Japan time.
* You can read this Notice of Convocation using a PC, a smartphone, or a tablet device.
-----------------------------------------------------------------------------------------------------------------------------The following items are posted on the Company’s website on the Internet (Japanese only), according to
the provisions of laws and regulations and Article 14 of the Articles of Incorporation of the Company andare not included in the documents attached to this Notice of Convocation of the Annual General Meeting of
Shareholders: “Development of the System for Ensuring Appropriateness of Operations of the Company andthe Business Group Consisting of the Company and its Subsidiaries” in the Business Report The “Consolidated Statements of Changes in Net Assets” and the “Notes to Consolidated
Financial Statements” in the Consolidated Financial Statements
 The “Non-consolidated Statements of Changes in Net Assets” and the “Notes to the Nonconsolidated Financial Statements” in the Non-consolidated Financial Statements
The documents attached to this Notice are therefore part of the documents audited by the Auditors andthe Accounting Auditor for the preparation of their Audit Report.
Any revisions to the Reference Documents for the General Meeting of Shareholders and other appendiceswill be posted on the Company’s website.
https://www.fsi.co.jp/ir/soukai/meeting.html (Japanese only)-2-

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

Election of Nine (9) Directors

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

No.

Name

Age

Current positionsin the Company

Attendance at theBoard ofDirectors
meetings

1

Hiroshi Nozawa(Reappointment)

78

Chairman
Director

100.0%(17/17)

2

Satoyasu Sakashita(Reappointment)

59

President &Representative
Director

100.0%(17/17)

3

Masaki Shibuya(Reappointment)

51

Director &Senior Executive
Operating Officer

100.0%(17/17)

4

Seto Arai(Reappointment)

54

Director &Senior Executive
Operating Officer

100.0%(17/17)

5

Motohiro Harai(Reappointment)

59

Director &Executive
Operating Officer

100.0%(17/17)

6

Shinichi Yuta

(Reappointment)

Outside Independent

72

Director

100.0%(17/17)

7

Minoru Koyama(Reappointment)

Outside Independent

66

Director

100.0%(17/17)

8

Tateki Oishi(Reappointment)

Outside Independent

65

Director

100.0%(17/17)

9

Mari Morimoto(New candidate)47

Operating Officer‐(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. Mr. Shinichi Yuta, Mr. Minoru Koyama and Mr. Tateki Oishi are the candidates for Outside Director. If they assume officeas Outside Directors, they will become independent officers under the provisions of the Tokyo Stock Exchange.
3. Director candidate Mari Morimoto’s name on the family registry is Mari Ishibashi.

-3-

No.

Name
(Date of birth)

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

1

Hiroshi Nozawa(May 17, 1942)[Reappointment]

2

Satoyasu Sakashita(July 22, 1961)[Reappointment]

May 1973
April 2001
June 2004
June 2008
September 2009
October 2009
October 2011
June 2012
March 2020

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

-4-

Number ofshares of theCompany held

1,745,330

10,500No.

Name(Date of birth)

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

3

Masaki Shibuya(October 8, 1969)[Reappointment]

April 2018

April 2019

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

Number ofshares of theCompany held

1,600

[Reasons for nomination]
Mr. Masaki Shibuya has promoted business as COO of Product Development, Sales
Manufacturing, etc. after serving in various business divisions. His experience andknowledge will be indispensable for the management of the Company. Therefore, we
nominate him as a candidate for Director.

October 2002
October 2007
April 2009
October 2012
April 2013

April 2015
October 2015
April 2016
4

Seto Arai(January 9, 1967)

March 2018

[Reappointment]

April 2019

Joined the Company
Deputy Director of Industrial System Business Department, IT
Business Division
Director of Enterprise System Business Department, IT
Business Division
Deputy Director of Solution Business Division & General
Manager of Technology Support Department
Operating Officer, Deputy Director of Solution Business
Division, and General Manager of Technology Support
Department
Director, FUJISOFT CHINA Corp. (to the present)
Operating Officer, and Director of Solution Business Division
Executive Operating Officer, and Director of Solution
Business Division
Director & Executive Operating Officer, and Director of
Solution Business Division
Director & Senior Executive Operating Officer (to the present)
Assistant of Representative Director in Corporate
Management, and COO of Technology & Production (to thepresent)[Significant concurrent position]
Director, FUJISOFT CHINA Corp.
[Reasons for nomination]
Mr. Seto Arai has a wealth of business experience in the system establishment field, a
core of the Company’s business. His experience and knowledge will be indispensablefor the management of the Company in its work to further expand the Company’sbusiness in the information service industry. Therefore, we nominate him as a candidate
for Director.

-5-

600

No.

Name
(Date of birth)

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

April 2013

March 2016
April 2016
Motohiro Harai

5(January 26, 1962)[Reappointment]

May 2016
October 2017
November 2017
March 2018

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

-6-

Number ofshares of theCompany held

1,700

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1973

April 1978
August 1992
April 1999
April 2000
April 2002
April 2004
April 2006
October 2011
April 2012
Shinichi Yuta
(March 28, 1948)

6[Reappointment][Outside Director][Independent Officer]

June 2012

March 2014
November 2014
April 2015
June 2015
April 2018

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

-7-

Number ofshares of theCompany held

800

No.

Name
(Date of birth)

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

Minoru Koyama(September 12, 1954)

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

April 2011

April 2014

June 2016
March 2019

Joined Amano Corporation
General Manager of Yokohama Factory, Amano Corporation
Vice President, Amano Cincinnati, Inc. (USA)General Manager of Yokohama Procurement, Amano Corporation
Director, Amano Corporation
Director & General Manager of General Affairs, Amano
Corporation
Director & Managing Operating Officer, Amano Corporation
Director & Managing Operating Officer; General Manager ofGeneral Affairs and Supervisory of Yokohama Factory, Tsukui
Factory and Shanghai Production, Amano Corporation
Director & Managing Operating Officer; Global Production
Supervisory and Factory Operations Supervisory, Amano
Corporation
Director & Managing Operating Officer; Global Manufacturing
Supervisory and Time Products Manufacturing Supervisory, Amano
Corporation
Advisor, Amano Corporation
Outside Director (to the present)[Reasons for nomination]
Mr. Minoru Koyama has a wealth of experience and a wide range of knowledge as an
executive manager. He has appropriately supervised and advised the Company in its
business operations, and is expected to appropriately perform his duties as an Outside
Director of the Company. Therefore, we nominate him as a candidate for Outside
Director.

-8-

Number ofshares of theCompany held

600

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1979
June 2002
April 2004

Tateki Oishi(November 30, 1955)

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

June 2010
June 2015
March 2019

October 2013
April 2017
April 2018

9[New candidate]0[Reasons for nomination]
Mr. Tateki Oishi has a wealth of business experience related to the industry and a wide
range of knowledge in ICT. He has appropriately supervised and advised the Company
in its business operations, and is expected to appropriately perform his duties as an
Outside Director of the Company. Therefore, we nominate him as a candidate for
Outside Director.

April 1996
April 2012

Mari Morimoto(January 1, 1974)

Joined CASIO COMPUTER CO., LTD.
Operating Officer and Deputy Director of Communications
Department, CASIO COMPUTER CO., LTD.
President & Representative Director, CASIO Hitachi Mobile
Communications Co., Ltd.
Director & Senior Executive Operating Officer, NEC CASIO
Mobile Communications, Ltd.
Outside Director, Cyber Com Co., Ltd.
Outside Director, VINX CORP
Outside Director (to the present)

Number ofshares of theCompany held

June 2019

Joined the Company
General Manager of MS Department, Solution Business
Division
Director of MS Business Department
Deputy Director of Sales Division
Operating Officer and Deputy Director of Sales Division (tothe present)
Outside Director, ACE SECURITIES CO., LTD. (to thepresent)[Significant concurrent position]
Outside Director, ACE SECURITIES CO., LTD.
[Reasons for nomination]
Ms. Mari Morimoto has promoted business as Deputy Director of Sales Division after
serving in various business divisions. Her experience and knowledge will be
indispensable for the management of the Company. Therefore, we nominate her as a
candidate for Director.

-9-

100

(Notes)
1. Figures for the “Number of shares of the Company held” are as of December 31, 2020.
2. There are no special interests between any of the candidates for Director and the Company.
3. Mr. Shinichi Yuta will have served as Outside Director of the Company for seven (7) years at the conclusion of this
General Meeting of Shareholders. Mr. Minoru Koyama and Mr. Tateki Oishi will have served as Outside Director of theCompany for two (2) years at the conclusion of this General Meeting of Shareholders.
4. When the Company nominates the candidates for Director, the Management Conference, a body that includes Outside
Directors, deliberates on the nomination pursuant to the Standard for Personnel Affairs of Officers prior to the resolutionof the Board of Directors.
5. The Company makes it a rule to nominate persons who can supervise and advise the Company from outside and impartial
perspectives and who have high-level insight and a wealth of knowledge and experience in their particular areas, inaddition to following the standards for independence of independent officers set forth in the regulations of the Tokyo
Stock Exchange, as the standards for independence of an Outside Director.
6. Mr. Shinichi Yuta, Mr. Minoru Koyama, and Mr. Tateki Oishi are the candidates for Outside Director. If they assume
office as Outside Directors, they will become independent officers pursuant to the provisions of the Tokyo Stock
Exchange.
7. The Company has entered into liability limitation agreements with Mr. Shinichi Yuta, Mr. Minoru Koyama and Mr.
Tateki Oishi and will renew the agreements if their re-election is approved. The maximum liability limit under eachagreement is 10 million yen or the amount provided by laws and regulations, whichever is greater, on the condition thatthey have respectively conducted their duties in good faith and without gross negligence.
8. Director candidate Mari Morimoto’s name on the family registry is Mari Ishibashi.

- 10 -

Proposal 2:

Election of One (1) Auditor

Mr. Masataka Yamaguchi, Auditor, will resign from his position at the conclusion of this General Meetingof Shareholders. Accordingly, election of one (1) Auditor is proposed.
This proposal has been approved by the Board of Auditors.
The candidate for Auditor is as follows.

Name

Hiroyuki Kimura

Age

Current positionsin the Company

Attendanceat the Boardof Directors
meetings

Attendanceat the Board
of Auditors
meetings

60

Executive
Operating Officer--(New candidate)(Note) The age given for the candidate for Auditor represents his full age as of the conclusion of this General Meeting of
Shareholders.

Name(Date of birth)

Career summary, positions, and significant concurrent positions
March 1986
January 1996
April 2008
October 2009
April 2010
April 2012

Hiroyuki Kimura(August 23, 1960)

January 2014
April 2018

[New candidate]

April 2020

Joined Memorex Japan Ltd.
Joined the Company
Director of Solution Business Division
General Manager of Solution Unit, Solution Business GroupOperating Officer and Head of Solution Business GroupOperating Officer and Deputy Director of Product Service
Business Division
Operating Officer and Director of Facility Business Department
Executive Operating Officer and Director of Facility Business
Department
Executive Operating Officer (to the present)
COO of Facility Business (to the present)

Number ofshares of theCompany held

2,400

[Reasons for nomination]
Mr. Hiroyuki Kimura, who currently supervises Facility Business, has acquired a
wealth of operational experience after serving in various business divisions of theCompany. He is expected to perform his duties as an Auditor of the Company.
Therefore, we nominate him as a candidate for Auditor.
(Notes)1. Figures for the “Number of shares of the Company held” are as of December 31, 2020.
2. There are no special interests between Mr. Hiroyuki Kimura and the Company.
3. If Mr. Kimura assumes office as Auditor, the Company will enter into a liability limitation agreement with him. The
maximum liability limit under the agreement is the minimum amount provided by laws and regulations, on the condition
that he has conducted his duties in good faith and without gross negligence.

- 11 -

Proposal 3:

Granting of Retirement Benefits to a Retiring Director

We propose that retirement benefits of 4,950,000 yen be granted to Mr. Yoshiharu Shiraishi, in accordancewith the standard provided by the Company, upon his retirement as Director due to the expiration of his termof office at the conclusion of this General Meeting of Shareholders, to reward him of his service during his
term of office.
We also propose that the decisions on the time and method for granting the benefits be entrusted to theBoard of Directors.
The name and career summary of the retiring Director are as follows.
Name
Yoshiharu Shiraishi

Proposal 4:

Career summary
March 2018

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

Granting of Retirement Benefits to a Retiring Auditor

We propose that in accordance with the standard provided by the Company, retirement benefits of 4,000,000
yen be granted to Mr. Masataka Yamaguchi, who will resign as Standing Auditor at the conclusion of this
General Meeting of Shareholders, to reward him of his service during his term of office.
We also propose that the decisions on the time and method for granting the benefits be entrusted to Auditors’
discussion.
The name and career summary of the retiring Auditor are as follows.

Name
Masataka Yamaguchi

Career summary
March 2016

- 12 -

Standing Auditor of the Company(to the present)