FUJIFILM Holdings Corporation
Teiichi Goto
President and Chief Executive Officer

March 28, 2024

Notice of New Share-Based Remuneration Plan for Directors
FUJIFILM Holdings Corporation (hereinafter, the “Company”) hereby announces that it has decided to
introduce a new share-based remuneration plan for the directors of the Company, having reviewed the
remuneration system for its directors, at the meeting of its Board of Directors held today. A proposal forthe introduction of the new plan will be submitted to the 128th Ordinary General Meeting of
Shareholders to be held on June 27, 2024 (hereinafter, the “Meeting”).
1.

Purpose and System of New Share-Based Remuneration Plan for Directors
The new share-based remuneration for directors is aimed at (i) responding to the further globalizationof the business and organization of the Company and fostering a sense of unity for the company groupby applying the global common concept of share-based remuneration and (ii) enhancing theconsciousness of directors to contribute to improving medium-term to long-term performance andincreasing corporate value by further clarifying the linkage between directors' remuneration and theCompany’s performance and share value through share-based remuneration for directors, including
outside directors, and by having directors appropriately share profits and risks from share pricefluctuations with shareholders according to their responsibilities.
With the introduction of the above new share-based remuneration, the remuneration for directors
excluding outside directors (hereinafter, the “Internal Directors”), including the salaries/bonuses-foremployee to directors who concurrently serve as executive officers, will consist of “Fixed Remuneration”“Non-Performance-Linked Share-Based Remuneration (Restricted Share-Based Remuneration)”“Short-Term Performance-Linked Remuneration” and “Medium-Term Performance-Linked Sharebased Remuneration (Share Delivery Trust for Directors)”. Remuneration for outside directors willconsist of “Fixed Remuneration” and “Non-Performance-Linked Share-Based Remuneration(Restricted Share-Based Remuneration)”.

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<System of Remuneration Plan for Directors>(Before the change)
Non-Performance-Linked Remuneration,
etc.

Performance-Linked Remuneration, etc.

Monetary

Non-Monetary

Monetary

Non-Monetary

Remuneration

Remuneration, etc.

Remuneration

Remuneration, etc.
Medium-Term

Restricted ShareFixed Remuneration based Remuneration(RS)

Short-Term

Performance-

Performance-

LinkedLinkedShare-based

Remuneration

Remuneration(PSU)

Internal Directors○○

Outside Directors

○

―

○
(※1)
―

○
―

(After the change)
Non-Performance-Linked
Remuneration, etc.

Performance-Linked Remuneration, etc.

Monetary

Non-Monetary

Monetary

Non-Monetary

Remuneration

Remuneration, etc.

Remuneration

Remuneration, etc.
Medium-Term

Non-Performance-

Fixed Remuneration

Linked Share-Based

Short-Term

Remuneration

Performance-(Restricted Share-

LinkedBasedRemuneration

Remuneration)
Internal Directors(Domestic○(Non-Domestic○

Residents)
Outside Directors○

LinkedShare-based
Remuneration(Share Delivery
Trust for Directors)

○

○

(※1)

(※2)

○

○

○

(※2・4)(※1)(※2・5)――○

Residents)
Internal Directors

Performance-○(※3・4)
2

※1

Short-Term Performance-Linked Remuneration is paid annually at certain time as bonuses-foremployee to directors who also serve as executive officers.

※2This change is made to apply the global common concept of share-based remuneration.

※3

This change is made to use share-based remuneration for the remuneration of directors, including
outside directors.

※4

Eligibles for the Restricted Share-Based Remuneration may include directors who are non-domestic
residents. However, in the case that the Board of Directors of the Company deems it reasonable due
to legislation in the country of residence or other reasons, the Company may deliver shares by meansof “Restricted Share Unit (RSU)” or pay cash after the expiration of three years (equivalent to three
years of tenure as a director) in lieu of delivering Non-Performance-Linked Share-BasedRemuneration (Restricted Share-Based Remuneration). In this case, the method of payment of
remuneration, etc. shall be (i) the method whereby cash is paid from the Company to the Directors,(ii) the method whereby monetary remuneration claims are given to directors of the Company basedon a resolution of the Board of Directors of the Company on the condition that they have agreed tothe contribution-in-kind, and common stock of the Company are issued or disposed of to suchdirectors by having all of such monetary remuneration claims contributed in kind, or (iii) the methodof combining the above (i) and (ii).

※5

Eligibles for the Share Delivery Trust for Directors may include Internal Directors who are nondomestic residents. However, in the case that the Board of Directors of the Company deems it
reasonable due to legislation in the country of residence or other reasons, the Company may deliver
shares or cash equivalent to the said shares or cash directly from the Company in accordance with thesame concept in lieu of the delivery of shares and cash of the Company through the Stock Delivery
Trust for Directors. In this case, the method of payment of remuneration ,etc. shall be (i) the method
whereby cash is paid from the Company to the Internal Directors, (ii) the method whereby monetary
remuneration claims are given to the Internal Directors of the Company based on a resolution of theBoard of Directors of the Company on the condition that they have agreed to the contribution-in-kind,and common stock of the Company are issued or disposed of to such Internal Directors by having allof such monetary remuneration claims contributed in kind, or (iii) the method of combining the above(i) and (ii).

The amount of remuneration, etc. paid to the directors of the Company has been approved at the 122th
Ordinary General Meeting of Shareholders held on June 28, 2018, with an upper limit of 730 million
yen per year, including the upper limit of 70 million yen for outside directors, and excludingsalaries/bonuses-for-employee to directors who also serve as employees (hereinafter, the “Current
Maximum Annual Remuneration Amount”). In addition, at the 125th Ordinary General Meeting of
Shareholders held on June 29, 2021, the total amount of monetary remuneration claims to be given as3remuneration, etc. under the Restricted Share-Based Remuneration Plan was approved as one billion
yen or less for each business year, and the total amount of monetary remuneration claims and cash to
be given or paid as remuneration, etc. under the Performance Share Unit (hereinafter, the “PSU”) wasapproved as 1.5 billion yen or less for each applicable period of PSU (three business years) (in both of
the above cases, outside directors are excluded from the eligibles).
At the Meeting, the total amount of monetary remuneration claims to be given to the directors of theCompany, including Outside Directors, as remuneration, etc. based on Non-Performance-Linked ShareBased Remuneration shall be 1.1 billion yen or less for each business year, which is separate from theCurrent Maximum Annual Remuneration Amount, taking into consideration various factors including
the degree of contribution of the directors to the Company, etc.. In addition, being separate from theCurrent Maximum Annual Remuneration Amount, Medium-Term Performance-Linked Share-BasedRemuneration (Share Delivery Trust for Directors) shall be paid to Internal Directors within the
maximum amount stated in 3. (4) below. The current Restricted Share-Based Remuneration Plan will
be abolished and no shares will be newly issued based on this remuneration plan. The current PSU will
be abolished and no shares or cash will be newly delivered based on the PSU after the last payment ofshares and cash covering the period from the business year ending March 31, 2022 to the business year
ending March 31, 2024.
The introduction of the new Non-Performance-Linked Share-Based Remuneration Plan and MediumTerm Performance-Linked Share Remuneration Plan (Share Delivery Trust for Directors) are subject toapproval at the Meeting. In the event that proposals related to the Non-Performance-Linked Share-BasedRemuneration Plan and Medium-Term Performance-Linked Share-Based Remuneration Plan areapproved as proposed, the Company will also introduce a similar non-performance-linked share-based
remuneration plan and a medium-term performance-linked share-based remuneration plan for directorsof certain companies in the group of the Company and executive officers of the Company and certain
companies in the group of the Company (hereinafter, the “Executive Officers, etc.”). In addition, in theevent the proposal for the Medium-Term Performance-Linked Share-Based Remuneration Plan isapproved as proposed, the Company will also introduce a similar plan for employees of the Company
and its major subsidiaries who are equal to or above a certain position as determined by the Company.
2.

Outline of Non-Performance-Linked Share-Based Remuneration Plan (Restricted Share-BasedRemuneration Plan)
The Non-Performance-Linked Share-Based Remuneration Plan is a remuneration plan that utilizes ascheme of restricted share-based remuneration. Under the Restricted Share-Based Remuneration Plan,
the directors, pursuant to a resolution of the Board of Directors of the Company, and in principal, eachbusiness year, shall have all the monetary remuneration claims given for the grant of restricted sharescontributed in kind and shall receive issuance or disposition of common shares of the Company(hereinafter, the “Company’s Shares”). The total amount of monetary remuneration claims to directors
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in consideration of the execution of their duties in each business year shall be 1.1 billion yen or less (ofwhich the amount for outside directors shall be 100 million yen or less), and the total number of shares
granted in consideration of the execution of their duties in each business year shall be 825,000 sharesor less (of which the shares for outside directors shall be 75,000 shares or less). Provided, however, thatin the case it is considered reasonable to adjust the number of the Company’s Shares to be issued or
disposed of pursuant to the Restricted Share-Based Remuneration Plan, including a stock split and stock
consolidation, etc., the total number of such shares shall be adjusted in accordance with such split ratio,consolidation ratio, etc.
NOTE : In the “Notice Regarding Stock Split and Partial Amendment to the Articles of Incorporation”
dated February 8, 2024, the Company has disclosed a stock split with an effective date of April 1,
2024 (hereinafter, the “Stock Split” . The outline of the Stock Split is that based on the record date of
Sunday, March 31, 2024 (since the day is a holiday for the shareholder registry administrator, thesubstantial record date is Friday, March 29, 2024.), each share of common stock owned byshareholders listed or recorded in the closing register of shareholders on such date, will be split into
three shares.).
The upper limit of the total number of shares granted per business year stated above takes the Stock
Split into account, and the total number of the above shares will not be adjusted by the Stock Split.
The amount to be paid per share (the share price at the time of delivery) shall be the average closing
price (fractions less than one yen shall be rounded up) of the Company’s common stock on the Tokyo
Stock Exchange from the first day of the second month prior to the month in which the meeting of theBoard of Directors of the Company relating to the issuance or disposition of the shares is held to the last
day of the same month (excluding the day on which the transaction is not concluded). Provided, however,that in the case where the price of the Company’s Shares on the Tokyo Stock Exchange immediately
prior to the meeting of the Board of Directors relating to the issuance or disposition by the Company issignificantly different from such average price, if the amount to be paid in is determined by the Boardof Directors to the extent that the amount is not specifically favorable to the directors, then the amountto be paid per share shall be such amount.
When granting restricted shares under the Restricted Share-Based Remuneration Plan, the Company
and the directors shall enter into an agreement on the allotment of restricted shares (hereinafter, the“Allotment Agreement”) containing the following content in summary.
1)

Restriction Period on Transfer

The Directors shall not transfer, create a security interest on or otherwise dispose of the restricted shares
received as an allotment (hereinafter, the “Allotted Shares”)until the day on which the directors lose theposition of director of the Company and other positions determined by the Board of Directors of theCompany (hereinafter, the “Transfer Restriction”, and such period shall be referred to as the “Restriction
5Period”).
2)

Lifting of Transfer Restriction

The Company shall lift the Transfer Restriction on all Allotted Shares when the Restriction Period has
expired subject to the directors who received an allotment of Restricted Shares continuing to hold theposition of director of the Company or other positions determined by the Board of Directors, from theday on which the Restriction Period commenced until the day on which the Company's Ordinary
General Meeting of Shareholders first arrives thereafter.
3)

Treatment of Acquisitions of Shares without Contribution

When the director resigns or retires from the position of director of the Company and other positions
determined by the Board of Directors without cause deemed justifiable by the Company on and after
the day on which the Restriction Period commenced and so on, the Company shall automatically acquire
all or part of Allotted Shares without contribution.
3.

Outline of Medium-Term Performance-Linked Share-Based Remuneration Plan (Share Delivery
Trust Plan for Directors)(1) Structure of Share Delivery Trust Plan for Directors
The Medium-Term Performance-Linked Share-Based Remuneration Plan will be a remuneration planthat utilizes a scheme of Share Delivery Trust Plan for Directors. The Share Delivery Trust Plan for
Directors is in summary a share-based remuneration plan under which a trust established by theCompany by contributing money (hereinafter, the “Trust”) will acquire the Company’s shares and anumber of the Company’s shares corresponding to the number of points which the Company grants toInternal Directors will be delivered to such Internal Directors through the Trust.
Points under the Plan shall be granted in consideration for the execution of duties during the period of
three years beginning on the date of the Company's Ordinary General Meeting of Shareholders in 2024
and each year thereafter, and ending on the date of the Company's Ordinary General Meeting of
Shareholders three years later (hereinafter, the “Service Period”. The initial Service Period will be fromthe date of the Company's Ordinary General Meeting of Shareholders in 2024 to the date of theCompany's Ordinary General Meeting of Shareholders in 2027), in accordance with the position, tenure,business performance during three consecutive business years from the business year beginning
immediately before the start date of the relevant Service Period to the business year ending immediately
before the end of the relevant Service Period, etc. In principle, these points shall be granted every timeeach Service Period ends, and the number of the Company's shares corresponding to the number of such
points shall be delivered from the Trust to each Internal Director.
However, in case of resignation in the middle of the Service Period, etc., points may be granted prior to6the end of the Service Period according to the position, tenure, business performance during the Service
Period, etc.

<Image of Service Period and Grant Date of Points/Delivery Date of Shares>
2024

2025

2026

2027

2028

2029

2030

GeneralGeneralGeneralGeneralGeneralGeneralGeneralMeeting

Meeting

Meeting

Meeting

Meeting

Meeting

Meeting・・・★

1st Time★

2nd Time★

3rd Time★

4th Time
・・・

★

・・・

Service Period

・・・

Grant Date of Points and Delivery Date of Shares<Outline of the Structure of Share Delivery Trust Plan for Directors>
2) Establishment of a Trust<Trust with Third-Party Beneficiaries>(Entrusting Cash)<Trustor>

Stock Exchanges

The Company
3) Payment3)' Purchase Price3)' Share Purchase<Trustee>3) Disposal of

Sumitomo Mitsui Trust Bank, Limited

Treasury shares

6) Share Sales(Re-trust Trustee: Custody Bank of Japan, Ltd.)

Share Delivery TrustCash

The Company’s Shares5) Granting ofPoints4) Instruction not to Exercise

1) Establishment of the6) Sales Price

6) Shares and Cash

Voting Rights

Share Delivery Rules

Trust Administrator<Beneficiaries>
Internal Directors

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1)

The Company will establish Share Delivery Rules for the Internal Directors.

2)

The Company will establish a share delivery trust (trust with third-party beneficiaries) with thedirectors who will acquire the beneficiary right in accordance with 6) below as beneficiaries (theTrust). In doing so, the Company will entrust an amount of cash equivalent to funds for theacquisition of shares (however, funds shall be within an amount approved by a general meeting ofshareholders) to the trustee.

3)

The trustee will acquire the number of the Company’s Shares that are expected to be delivered in
the future in a lump sum by acquiring shares through disposition of treasury shares or through tradingon stock exchanges (including off-auction trading).

4)

The Company will appoint a trust administrator (who shall be a person independent from theCompany and its directors) who works to protect the interests of the beneficiaries who are theeligibles under the Share Delivery Rules and supervise the trustee throughout the trust period. The
trust administrator shall give an instruction to the trustee not to exercise voting rights with respect
to the Company’s Shares in the Trust, and the trustee shall not exercise voting rights throughout thetrust period based on such instruction.

5)

The Company will grant points to the Internal Directors in accordance with the Share Delivery Rules.

6)Internal Directors who satisfy the requirements set forth in the Share Delivery Rules and a trust
agreement pertaining to the Trust will acquire the beneficiary right and receive the delivery of theCompany’s Shares from the trustee in accordance with the granted points as the beneficiaries of theTrust. In the case that certain events specified in advance in the Share Delivery Rules or the trust
agreement occur, a portion of the Company's Shares to be delivered will be sold on stock exchanges
and cash will be delivered.

Of the residual assets of the Trust upon the termination of the Trust, all of the Company’s Shares
will be acquired by the Company without contribution and cancelled by resolution of the Board of
Directors.
In addition, the Share Delivery Rules and the trust agreement will provide in advance that a certain
amount of cash from the residual assets of the Trust upon its termination will be donated to a special
public interest corporation in which the directors have no interest.
Sumitomo Mitsui Trust Bank, Limited, which will be the trustee under the Plan, will entrust (reentrust) the administration of the trust assets to the Custody Bank of Japan, Ltd.

8

(2) Establishment of the Trust
Subject to approval of the introduction of the Plan at the Meeting, the Company will establish the Trust bycontributing funds necessary for the Trust to acquire, in advance, the Company’s shares in a number
reasonably expected to be necessary for the delivery over a certain period of time in accordance with (6)below. As described in (5) below, the Trust will acquire the Company’s Shares using funds contributed by
the Company.
Sumitomo Mitsui Trust Bank, Limited, which will be the trustee under the Plan, will entrust (re-entrust) the
administration of the trust assets to the Custody Bank of Japan, Ltd.

(3) Trust Period
The trust period shall be approximately three years from August 2024 (planned) to August 2027 (planned).
However, the trust period may be extended as described in (4) below.

(4) Maximum Amount of Money to be Contributed to the Trust as Funds for the Acquisition of Shares
The maximum amount of money that the Company will contribute to fund the acquisition of the Company’s
Shares to be delivered to directors under the Plan per year shall be 500 million yen which is for theacquisition of the Company’s Shares equivalent to the total number of points to be granted from a maximumof three overlapping Service Periods. This maximum amount of money is the maximum amount of moneythat the Company will contribute to fund the acquisition of the Company’s Shares equivalent to the total
number of points to be granted from the relevant Service Periods in consideration for the execution of duties
during each year (one year starting on the date of the Company's Ordinary General Meeting of Shareholders
and ending on the date of the Company's Ordinary General Meeting of Shareholders in the year following
such year) of the relevant Service Periods.
The initial period of the Trust shall be approximately three years. An amount of money within the upper
limit of the above amounts shall be contributed as remuneration to Internal Directors, and the Trust shall beestablished with directors who meet specified requirements as beneficiaries.
NOTE: The actual amount of money entrusted by the Company to the Trust will be a sum of
the estimated amounts for necessary costs including trust fees and trust administrator fees, inaddition to the funds to acquire the Company’s Shares as above. In addition, if a share-based
remuneration plan similar to the Plan is introduced for Executive Officers, etc. as described above,funds for the acquisition of the Company’s Shares, which are required to be delivered to the
Executive Officers, etc. under such plan, will also be entrusted to the Trust.
With a decision by the Company’s Board of Directors, the trust period of the Trust may be extended(including virtual extension of the trust period by transferring the trust assets of the Trust to a trust set by9the Company, the purpose of which is the same as that of the Trust; hereinafter the same applies.) and thePlan may be continued. In this case, the Company shall contribute extra cash within the range of the upper
limit amount above to the Trust as the fund to additionally acquire the Company’s Shares for delivery toInternal Directors based on the Plan and continue to grant points and deliver the Company’s Shares as
described in (6) below.

(5) Method, etc. of the Acquisition of the Company’s Shares by the Trust
It is planned for the Trust to initially acquire the Company’s Shares through the acquisition of treasury
shares disposed of by the Company or acquisition on stock exchanges within the upper limit of funds forthe acquisition of shares described in (4) above. Details of the acquisition method will be determined anddisclosed after the resolution of the Meeting.

(6) Method for Determining the Company’s Shares to be Delivered to the Internal Directors and the Upper
Limit
1)

Method, etc. of Granting Points to the Internal Directors

The Company shall grant points to each Internal Director on the grant date of points stipulated in the Share
Delivery Rules during the trust period based on the position, tenure, business performance during threeconsecutive business years from the business year beginning immediately before the start date of the tenure
to the business year ending immediately before the end date of tenure, in accordance with the Share Delivery
Rules established by the Board of Directors of the Company. The performance indicators for the initial
Service Period (from the date of the Company’s Ordinary General Meeting of Shareholders in 2024 to thedate of the Company’s Ordinary General Meeting of Shareholders in 2027) will be financial indicators
including operating income, revenue, ROIC, etc. to improve profitability, growth, and capital efficiency, as
well as non-financial indicators including engagement, CO2 emissions reduction, etc. to provide incentives
to achieve a sustainable society.
However, the total number of points to be granted to Internal Directors shall be limited to 375,000 points
per year, taking into consideration the fact that points may be granted from a maximum of three overlapping
Service Periods in the event of resignation in the middle of a Service Period. This maximum number ofpoints is the maximum number of points which are granted from the Service Periods in consideration for
the execution of duties during each year (one year starting on the date of the Company's Ordinary General
Meeting of Shareholders and ending on the date of the Company's Ordinary General Meeting of
Shareholders in the following year) of the relevant Service Periods.

10

2)

Delivery of the Company’s Shares Corresponding to the Number of Points Granted

Internal Directors shall be delivered with the Company’s Shares based on the number of points granted in1) above in accordance with the procedure in 3) below. However, in case of Internal Directors’ resignation
without a reason deemed justifiable by the Company, etc., all or part of the points granted up to that pointof time shall be forfeited, and no Company’s Shares corresponding with the forfeited points shall bedelivered to the Internal Directors.
In addition, one point shall be equal to one Company’s Share. However, in the cases it is consideredreasonable to adjust the number of the Company’s Shares to be delivered, including a stock split and stock
consolidation, etc., the number of the Company’s Share per point shall be adjusted in accordance with such
split ratio, consolidation ratio, etc.
NOTE: The maximum number of points per year stated in (6) 1) above is the number based on the
Stock Split. In addition, the idea that one point shall be equal to one Company’s Share described in(6) 2) above premises shares after the Stock Split, and the number of the Company's Shares per point
will not be adjusted by the Stock Split.
3)

Delivery of the Company’s Shares to the Internal Directors

In principle, each Internal Director shall acquire the beneficiary right of the Trust by following theprescribed procedures each time he/she receives the point granted after the end of each Service Period, andreceive the Company’s Shares described in 2) above from the Trust, as a beneficiary of the Trust.
However, a certain percentage of the Company's Shares may be sold and converted into cash by the Trustand delivered in cash in lieu of the Company's Shares, for the purpose of collecting funds for the withholding
tax and others by the Company. In addition, in the case that the Company’s shares in the Trust have beenliquidated for cash, including where the Company’s Shares in the Trust have been applied for a tender offerand settled, cash may be delivered in lieu of the Company’s Shares.

(7) Exercise of Voting Rights
None of the voting rights with respect to the Company’s Shares in the Trust shall be exercised based on an
instruction of the trust administrator who is independent of the Company and its directors. This is intended
to ensure neutrality to the Company’s corporate management with respect to the exercise of voting rights
regarding the Company’s Shares in the Trust.

(8) Treatment of Dividends
Dividends with respect to the Company’s Shares in the Trust shall be received by the Trust and used toacquire the Company’s Shares, to pay trust fees for the trustee of the Trust and so on.
11(9) Treatment of the Company’s Shares and Cash upon the Termination of the Trust
Of the residual assets of the Trust upon the termination of the Trust, all of the Company’s Shares will beacquired by the Company without contribution and cancelled by resolution of the Board of Directors.

In addition, the Share Delivery Rules and the trust agreement will provide in advance that a certain amountof cash from the residual assets of the Trust upon its termination will be donated to a special public interest
corporation in which the directors have no interest.

(Reference) Outline of the Trust Agreement Pertaining to the Trust
Trustor

The Company

Trustee

Sumitomo Mitsui Trust Bank, Limited(Re-trust Trustee: Custody Bank of Japan, Ltd.)

Beneficiaries

Those who satisfy the beneficiary requirements among the Company’s Internal
Directors

Trust Administrator

Plan to select a third party independent from the Company and its directors

Exercise of Voting Rights

No voting rights pertaining to the shares in the Trust shall be exercised throughout
the term of the TrustType of the Trust

Cash in trust other than money trusts (with third-party beneficiaries)

Trust Agreement Date

August 2024 (planned)

Trust Period

August 2024 – August 2027 (planned)

Purpose of the Trust

To deliver the Company’s Shares to beneficiaries in accordance with the Share
Delivery Rules

12