FUJIFILM Holdings Corporation

June 29, 2023

Teiichi Goto
President and Chief Executive Officer

Notice of Disposal of Treasury Shares as Restricted Share-BasedRemuneration
FUJIFILM Holdings Corporation (the “Company”) hereby announces that it has resolved at
the meeting of its board of directors today to dispose of its treasury shares as restricted sharebased remuneration (hereinafter the “Disposal of Treasury Shares”), as follows.
1. Overview of disposal(1) Payment date(2) Class and number ofshares to be disposed of(3) Disposal value(4) Total disposal value(5) Recipients of disposedshares(6) Other

September 15, 2023
115,000 shares of the Company’s common stock
8,497 yen per share
977,155,000 yen

Directors of the Company (Note 1):
6 persons, 27,000 shares
Corporate vice presidents of the Company:
7 persons, 9,800 shares
Directors of the Company’s subsidiaries (Note 2):18 persons, 51,000 shares
Corporate vice presidents and fellow of the Company’s subsidiaries(Note 3):25 persons, 27,200 shares
Note 1: Excludes outside directors.
Note 2: Includes 8 persons who concurrently serve as directors or
corporate vice presidents of the Company.
Note 3: Includes 5 persons who concurrently serve as corporate vicepresidents of the Company.

The Disposal of Treasury Shares will be conducted on
condition that the securities registration statement under theFinancial Instruments and Exchange Act takes effect.

2. Purpose of and reasons for disposal
The Company received approval at the 125th Ordinary General Meeting of Shareholders
convened on June 29, 2021, to introduce a share-based remuneration plan to deliver shareswith restriction on transfer (“Restricted Shares”) to the Company’s directors (excludingoutside directors; hereinafter “Eligible Directors”) for the purpose of encouraging Eligible
Directors to share the interests of stock price fluctuations with the Company’s shareholders
and to further enhance their motivation to contribute to improving the Company’s value1and the operating performance over the medium term, and the same plan was introduced tocorporate vice presidents and important employees of the Company and directors,
corporate vice presidents, fellows and important employees of the Company’s major
subsidiaries (hereinafter the “Plan”). The meeting also approved the terms and conditionsof the Plan, including the following: the total amount of monetary remuneration
receivables provided as remuneration and other payments to Eligible Directors inconnection with the Restricted Shares under the Plan shall be set at 1,000 million yen orless per fiscal year; the total number of the Restricted Shares to be allotted to the Eligible
Directors per fiscal year shall be up to 250,000 shares; and the transfer restriction period
for the Restricted Shares shall be during the period from the day of allotment for theRestricted Shares to the day on which the relevant eligible allottee ceases to hold any of thefollowing positions: the position of director, audit & supervisory board member, corporate
vice president and fellow of the Company or its consolidated subsidiary, a position at theCompany or its consolidated subsidiary determined by the Company’s board of directors(excluding the positions of advisers or other officers commissioned to provide services
limited to specific areas; hereinafter the same), or the position of employee of theCompany or its consolidated subsidiary.
The Company decided at the meeting of its board of directors today to allot 115,000 sharesof its common stock as specified shares with restriction on transfer. Specifically, theCompany and the Company’s subsidiaries will grant monetary remuneration receivables
totaling 977,155,000 yen to 6 Eligible Directors and 7 corporate vice presidents of theCompany as Restricted Share-based remuneration for the period from the date of theCompany’s Ordinary General Meeting of Shareholders convened in June 2023 to the dateof its Ordinary General Meeting of Shareholders to be convened in June 2024, and 18
directors (including 8 persons who concurrently serve as directors or corporate vicepresidents of the Company) and 25 corporate vice presidents and fellows of the Company’ssubsidiaries (including 5 persons who concurrently serve as corporate vice presidents ofthe Company) as Restricted Share-based remuneration for the period from the date of thosesubsidiaries’ Ordinary General Meetings of Shareholders convened in June 2023 to thedate of their Ordinary General Meetings of Shareholders to be convened in June 2024 (theaforementioned respective directors and corporate vice presidents and fellows of theCompany and its subsidiaries are hereinafter referred to as the “Eligible Allottees”).
Thereafter, the Eligible Allottees will pay all the monetary remuneration receivables sogranted in the form of property contributed in kind. The amount of monetary remuneration
receivables payable to each Eligible Allottee by the Company and the Company’s
subsidiaries has been respectively determined, comprehensively taking into accountvarious matters such as the level of contribution by the relevant Eligible Allottee to theCompany or the Company’s subsidiaries. The aforementioned monetary remuneration
receivables are paid subject to the respective Eligible Allottees executing with theCompany an allotment agreement for Restricted Shares (hereinafter the “Allotment
Agreement”) that substantially includes the following details.
A transfer restriction period has been set for the period up to the date that the relevant
Eligible Allottee ceases to hold any of the following positions: the position of director,
audit & supervisory board member, corporate vice president or fellow of the Company or
its consolidated subsidiary, a position at the Company or its consolidated subsidiary
determined by the Company’s board of directors, or the position of employee of the2Company or its consolidated subsidiary, in order to achieve the purpose of encouraging theEligible Allottees to share the interests of stock price fluctuations with the Company’s
shareholders and to further enhance their motivation to contribute to improving theCompany’s value and the operating performance over the medium term.
3. Overview of the Allotment Agreement(1) Restriction period
Period from September 15, 2023, the day on which the relevant Eligible Allottee ceases
to hold any of the following positions: the position of director, audit & supervisoryboard member, corporate vice president or fellow of the Company or its consolidated
subsidiary, a position at the Company or its consolidated subsidiary determined by theCompany’s board of directors, or the position of employee of the Company or its
consolidated subsidiary.
During the above transfer restriction period (hereinafter the “Restriction Period”), no
Eligible Allottees shall transfer, create a pledge or mortgage by transfer on, offer as aninter vivos gift, make a bequest of, or otherwise dispose of, the Restricted Sharesallotted to them (hereinafter the “Allotted Shares”) to or in favor of any third parties(hereinafter the “Transfer Restrictions”).
(2) Acquisition of Restricted Shares without contribution
If an Eligible Allottee resigns or retires from his or her position of director, audit &supervisory board member, corporate vice president or fellow of the Company or its
consolidated subsidiary, position at the Company or its consolidated subsidiary
determined by the Company’s board of directors, or position of employee of theCompany or its consolidated subsidiary and ceases to hold any of the aforementioned
positions on or after the day on which the Restriction Period commences until the day
immediately prior to the day on which the Company’s Ordinary General Meeting ofShareholders first arrives thereafter, the Company shall automatically acquire all or partof the Allotted Shares without contribution upon the resignation or retirement, unlessthere is a reason deemed valid by the Company’s board of directors.
If there are Allotted Shares on which Transfer Restrictions have not been lifted at theexpiration of the Restriction Period (hereinafter the “Expiration”) pursuant to any of theTransfer Restriction lifting events set forth in (3) below, the Company shall
automatically acquire all or part of those Allotted Shares without contribution,immediately after the Expiration.
(3) Lifting of Transfer Restrictions
Upon the Expiration, the Company shall lift the Transfer Restrictions on all Allotted
Shares held by an Eligible Allottee at that time, subject to their continuing to hold aposition as a director, audit & supervisory board member, corporate vice president or
fellow of the Company or its consolidated subsidiary, a position at the Company or its
consolidated subsidiary determined by the Company’s board of directors, or a position
as an employee of the Company or its consolidated subsidiary on and after the day onwhich the Restriction Period commences until the day on which the Company’s
3Ordinary General Meeting of Shareholders first arrives thereafter. However, if theEligible Allottee resigns or retires from the position as a director, audit & supervisoryboard member, corporate vice president or fellow of the Company or its consolidated
subsidiary, a position at the Company or its consolidated subsidiary determined by theCompany’s board of directors, or the position as an employee of the Company or its
consolidated subsidiary and ceases to hold any of the aforementioned positions for anyreason deemed valid by the Company’s board of directors (including retirement orresignation due to death) on or after the day on which the Restriction Period commences
until the day immediately prior to the day on which the Company’s Ordinary General
Meeting of Shareholders first arrives thereafter, then the Transfer Restrictions on thenumber of Allotted Shares calculated as follows will be lifted immediately after theresignation or retirement: the number of months from July 2023 to the month in which
the Eligible Allottee resigns or retires from the position as a director, audit &supervisory board member, corporate vice president or fellow of the Company or its
consolidated subsidiary, a position at the Company or its consolidated subsidiary
determined by the Company’s board of directors, or the position as an employee of theCompany or its consolidated subsidiary and ceases to hold any of the aforementioned
positions, divided by 12 (if the quotient resulting from the calculation exceeds 1, thenthe quotient shall be deemed to be 1), multiplied by the number of Allotted Shares thenheld by the Eligible Allottee (any fractional shares less than one share resulting from thecalculation will be discarded).
(4) Management of shares
The Eligible Allottees shall complete the opening of an account with SMBC Nikko
Securities Inc. to enter or record the Allotted Shares in a manner designated by theCompany and shall keep and maintain the Allotted Shares in the account until theTransfer Restrictions are lifted.
(5) Treatment during reorganizationIf, during the Restriction Period, a proposition relating to a merger agreement in which
the Company is the disappearing company, a share exchange agreement or sharetransfer plan in which the Company becomes a wholly owned subsidiary, or otherreorganization or other similar procedures (hereinafter “Reorganization”) is approved at
the Company’s General Meeting of Shareholders (or at a meeting of its board ofdirectors in cases where approval at the Company’s General Meeting of Shareholders is
not required in relation to the Reorganization), then the Transfer Restrictions on thenumber of Allotted Shares calculated as follows will be lifted by a resolution of theCompany’s board of directors immediately before the business day immediately prior to
the date on which the Reorganization becomes effective: the number of months fromJuly 2023 to the month in which the approval is given, divided by 12 (if the quotientresulting from the calculation exceeds 1, then the quotient shall be deemed to be 1),
multiplied by the number of Allotted Shares held by the Eligible Allottees on the date ofapproval (any fractional shares less than one share resulting from the calculation will bediscarded). In that case, the Company shall, as of the business day immediately prior tothe date on which the Reorganization becomes effective, automatically acquire without
contribution all Allotted Shares on which Transfer Restrictions have not been lifted onthat day pursuant to the above provision.

44. Basis of calculation and specific details of amount to be paid in
To eliminate any arbitrariness in the disposal value in the Disposal of Treasury Shares, theclosing price 8,497 yen of shares of the Company’s common stock on the Tokyo Stock
Exchange on the second business day (June 27, 2023) prior to the date of resolution by theCompany’s board of directors is used as the disposal value. The Company considers thatthe value is rational and not particularly favorable.

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