FUJIFILM Holdings Corporation
May 12, 2021

Kenji Sukeno
President and Chief Operating Officer

Notice of Allotment of Stock Acquisition Rights as Stock Option

FUJIFILM Holdings Corporation (the “Company”) announced today that its Board of Directors has
passed the following resolutions regarding the stock option plan, to be granted to share thestockholders’ interest in the fluctuation of the stock price of shares of the Company and to further
enhance motivation and morale to contribute toward increasing the corporate value of the Company.
I. Stock options are to be allocated to Directors, Executive Officers, and important employees of theCompany as well as to Directors, Executive Officers, Fellows, and important employees of certain
subsidiaries of the Company on June 1, 2021, in accord with “FUJIFILM Holdings Corporation No.
14-1 Stock Acquisition Rights.”
II. Stock options are to be allocated to Directors, Executive Officers, and important employees of
the Company as well as to Directors, Executive Officers, Fellows, and important employees ofcertain subsidiaries of the Company on June 1, 2021, in accord with “FUJIFILM Holdings
Corporation No. 14-2 Stock Acquisition Rights.”
The terms and conditions of issuance of the stock acquisition rights are as follows:
Particulars
I. FUJIFILM Holdings Corporation No. 14-1 Stock Acquisition Rights
1. Name of stock acquisition rights: FUJIFILM Holdings Corporation No. 14-1 Stock Acquisition
Rights
2. Total number of stock acquisition rights: 1,311 allotments
The total number above is the planned allotment number and, in the case that allotment applications
are not made, etc., causing the stock acquisition rights allotment total number to decrease, then theallotted number of stock acquisition rights will be the issued number of stock acquisition rights.
3. Class and number of shares to be issued upon exercise of stock acquisition rights:
The class and the number of shares to be issued upon the exercise of stock acquisition rights shallbe 131,100 shares of common stock shares and the number of shares to be issued by the Company
upon the exercise of each stock acquisition right (the “Allotted Number of Shares”) shall be 100
shares.

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In the event that the Company conducts a stock split or stock consolidation after the date ofallotment of stock acquisition rights (hereinafter, “allotment date”) provided for on item “12.”below, the Allotted Number of Shares shall be adjusted according to the following formula:
Post-Adjustment Allotted Number of Shares = Pre-Adjustment Allotted Number of Shares x
Stock Split or Consolidation Ratio
The post-adjustment allotted number of shares will be effective beginning from the day following a
stock split or from the effective date of a stock consolidation. However, in the case of a stock split
conditional on the General Shareholders’ Meeting’s approval of a proposal calling for the reductionof retained earnings and increase of capital or reserves, when the stock split basis date is a date prior
to the date on which the General Shareholders’ Meeting concludes, the post-adjustment allottednumber of shares will be effective from the day following the date on which the General
Shareholders’ Meeting concludes, effective retroactively to the day following the relevant basis date.
In addition to the above, in the case of a gratis allocation of the Company’s common stock oranother event unavoidably requiring the adjustment of the Allotted Number of Shares, the Allotted
Number of Shares shall be adjusted within a reasonable range.
If the above adjustment results in the creation of fractional share figures, these figures are to bediscarded.
At times when the Allotted Number of Shares is to be adjusted, notice of the required conditions
shall be given by direct notification or public advertisement to each holder of stock acquisitionrights recorded on the stock acquisition rights register (“stock acquisition rights holder”) before theday prior to the date on which the post-adjustment allotted number of shares will be effective.
However, in the case that notice of the required conditions cannot be given to each stock acquisitionrights holder before the day prior to the date on which the post-adjustment allotted number of shares
will be effective, such notice shall be made soon afterward by direct notification or public
advertisement.
4. Amount of assets to be contributed upon exercise of stock acquisition rights:
The amount of assets to be contributed upon the exercise of each stock acquisition right shall be theamount obtained by multiplying the Exercise Price, which is 1 (one) yen, by the Allotted Number of
Shares.
5. Period for exercising stock acquisition rights:
The period for exercising stock acquisition rights shall be from June 2, 2021, through June 1, 2051.
6. Increase of capital and capital surplus in the case of issuance of stock upon the exercise ofstock acquisition rights:(1) The increase of capital in the case of issuance of stock upon the exercise of stock acquisitionrights shall be one-half the capital, etc., increase maximum value calculated in accordance with
Article 17, Paragraph 1 of the Corporate Accounting Regulation, and when the results ofcalculations include fractions of yen, these fractional values shall be rounded up to the nearestyen.

2

(2) The increase of capital surplus in the case of issuance of stock upon the exercise of stockacquisition rights shall equal the above capital, etc., increase maximum value less the value ofthe increase in capital.
7. Restriction on transfer of stock acquisition rights:
Any transfer of stock acquisition rights shall be subject to the approval of the Board of Directors by
resolution.
8. Policies for decisions regarding the annulment of stock acquisition rights due toorganizational restructuring and stock acquisition rights for a reorganization target
company:
In the case that the Company undertakes mergers (only those in which the Company is dissolved),
absorption split-offs, spin-off split-offs (in the case the Company becomes a split company,
respectively), stock swaps, or stock transfers (in the case the Company becomes a wholly owned
subsidiary, respectively) (all these situations hereinafter referred to collectively as “organizational
restructuring processes”), with respect to those holding stock acquisition rights outstanding(“residual stock acquisition rights”) immediately before the organizational restructuring process
takes effect (“taking effect”, meaning the date an absorption merger takes effect in the case ofabsorption mergers, the date of a new joint venture’s establishment in the case of newly establishedjoint ventures, the date an absorption split-off takes effect in the case of absorption split-offs, thedate a spin-off split-off company is established in the case of spin-off split-offs, the date a stock
swap takes effect in the case of stock swaps, and the date a stock-transfer established company isestablished in the case of stock transfers), the Company may arrange for the issuance of stockacquisition rights by companies corresponding to companies described in Article 236, Paragraph 1,
Item 8 (a) through (e) of the Corporate Law (hereinafter, “reorganization target companies”) basedon the following conditions. In this case, the residual stock acquisition rights are annulled and thereorganization target company issues new stock acquisition rights. However, this must be limited tocases of absorption-merger contracts, new joint venture contracts, absorption split-off contracts,
spin-off split-off plans, stock-swap contracts, or stock transfer plans designed for the delivery ofstock acquisition rights by reorganization target companies based on the following conditions:(1) Number of reorganization target company’s stock acquisition rights to be delivered
The number of stock acquisition rights delivered shall correspond to the number of residual
stock acquisition rights.
(2) Class of shares of the reorganization target company covered by stock acquisition rights
Common stock shares of the reorganization target company(3) Number of shares in the reorganization target company covered by stock acquisition rights
To be decided based on item “3.” above, and based on consideration of the conditions oforganizational restructuring processes, etc.
(4) Amount of assets to be contributed upon exercise of stock acquisition rights
The amount of assets to be contributed upon the exercise of each stock acquisition rightdelivered shall be the amount obtained by multiplying the post-reorganization exercise pricedetermined below by the amount of the reorganization target company’s shares covered by therelevant stock acquisition rights in accordance with (3) above. The post-reorganization exercise3price for the exercise of each stock acquisition right shall be 1 (one) yen for each of thereorganization target company’s shares.
(5) Period for exercising stock acquisition rights:
The period beginning from the starting date specified in “5.” above or the date of the taking
effect of an organizational restructuring process, whichever is later, and ending on the ending
date for exercising stock acquisition rights specified in “5.” above(6) Increase in capital and capital surplus in the case of issuance of stock upon the exercise ofstock acquisition rights:
To be decided based on item “6.” above(7) Restriction on transfer of stock acquisition rights
Any transfer of stock acquisition rights shall be subject to the approval of the Board of Directors
by resolution.
(8) Other conditions for the exercise of stock acquisition rights
To be decided based on item “10.” below
9. Arrangements regarding fractional share figures generated through the exercise of
allocated stock acquisition rights:
When the number of shares delivered upon the stock acquisition rights holder’s exercise of
allocated stock acquisition rights includes a fractional share figure, that figure will be discarded.
10. Other conditions for the exercise of stock acquisition rights:(1) In the case that stock acquisition rights holders cease to hold any positions as Directors,
Corporate Auditors, Executive Officers, Fellows, employees, or other positions appointed by the
Board of Directors of the Company, during the period specified in item “5.” above, they shall
exercise their stock acquisition rights all at once during a limited period of 10 calendar days
beginning from the day following the date of loss of position (the rights exercise
commencement date). In addition, if stock acquisition rights holders have other stockacquisition rights (limited to stock options received as compensation) than the allocated stockacquisition rights, provided that the rights shall be exercised within 10 calendar days from therights exercise commencement date (hereinafter, “10-Day Stock Acquisition Rights”), such 10Day Stock Acquisition Rights and allocated stock acquisition rights shall be exercised at thesame time.
(2) Regardless of (1) above, stock acquisition rights holders in the situations specified by ① or ②
(Regarding ② , however, this excludes stock acquisition rights in reorganization target
companies delivered in accordance with conditions provided for on item “9.” above.) may
exercise stock acquisition rights during the periods specified by each of these items.
①The rights exercise commencement date of the stock acquisition rights holders has notcome by June 1, 2050
In this case, the new stock acquisition rights holders may exercise their rights
during the period from June 1, 2050, through June 1, 2051.

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②The Company’s General Shareholders’ Meeting approves a proposal regarding a merger

contract providing for the Company’s dissolution or a share swap contract or a sharetransfer plan providing for the Company to become a fully owned subsidiary (or if theGeneral Shareholders’ Meeting’s approval is not required, then in the case of the approvalof one of the resolutions by the Board of Directors or by a decision of the representative
director).
15 days from the day following the approval or resolution(3) Notwithstanding (1) above, if stock acquisition rights holders pass away, their stockacquisition rights shall be succeeded by successors, who shall exercise all such stock acquisitionrights as a block only within six (6) months from the date of inheritance. If successors inherit
10-Day Stock Acquisition Rights in addition to stock acquisition rights, both the 10-Day Stock
Acquisition Rights and stock acquisition rights shall be exercised at the same time.
(4) In the case that a stock acquisition rights holder abandons his/her stock acquisition rights,
those rights may not be exercised.
11. Method of calculating the paid-in amount for stock acquisition rights:
The paid-in amount for each stock acquisition right shall be equal to the product of: the option priceper share based on the basic coefficients defined below ((2) through (7)) in accordance with thefollowing Black-Scholes model and the Allotted Number of Shares.

C  Se  qT N d   Xe  rT N d   T



and

2
S 
T
ln    r  q 
2 
X 
d
 T
(1) The per-share option price = C(2) Stock price (S): closing price of shares of common stock of the Company in regular trading at
the Tokyo Stock Exchange on June 1, 2021 (If there is no closing price, then the basic price fortrading the following day is used.)(3) Exercise price (X): ¥1(4) Projected remaining time period (T): three years(5) Volatility (σ): Stock price fluctuation rate calculated based on the closing prices of shares ofcommon stock of the Company in regular trading on the Tokyo Stock Exchange during a three-year
period (from June 1, 2018, through June 1, 2021)(6) Risk-free interest rate (r): The interest rate for government bonds with remaining terms
corresponding to the projected remaining period(7) Dividend yield (q): Dividends per share (real dividends during the previous 12 months(dividends distributed as of March and September 2020)) ÷ the stock price in (2) above(8) Cumulative distribution function of standard normal distribution (N(.))* The price calculated above is the fair price of stock acquisition rights and does not correspond to a
profitable issue price.
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* Based upon agreement between the Company and each stock acquisition rights holder, its claim
for compensation equal to the total value of exercise prices for stock acquisition rights will be set
off against the payment of the total value of exercise prices for stock acquisition rights.
12. Date of allotment of stock acquisition rights:
June 1, 2021
13. Date of monetary payment in exchange for stock acquisition rights:
The payment date shall be June 1, 2021.

Regarding the stock acquisition rights to be issued in accordance with the conditions describedabove, plans call for issuing stock acquisition rights of 1,311 allotments to the following 68 people.
Directors and Executive Officersof the Company
16 people
Important employeesof the Company
4 people
Directors, Executive Officers, and Fellows
of certain subsidiaries of the Company
21 people
Important employeesof certain subsidiaries of the Company
27 people* 13 people who double as Directors and Executive Officers of the Company and Directors andExecutive Officers of certain subsidiaries of the Company are counted only as the Directors andExecutive Officers of the Company, not as the Directors and Executive Officers of certain
subsidiaries of the Company.
II. FUJIFILM Holdings Corporation No. 14-2 Stock Acquisition Rights
1. Name of stock acquisition rights: FUJIFILM Holdings Corporation No. 14-2 Stock Acquisition
Rights
2. Total number of stock acquisition rights: 289 allotments
The total number above is the planned allotment number and, in the case that allotment applications
are not made, etc., causing the stock acquisition rights allotment total number to decrease, then theallotted number of stock acquisition rights will be the issued number of stock acquisition rights.
3. Class and number of shares to be issued upon exercise of stock acquisition rights:
The class and the number of shares to be issued upon the exercise of stock acquisition rights shallbe 28,900 shares of common stock shares and the number of shares to be issued by the Company
upon the exercise of each stock acquisition right (the “Allotted Number of Shares”) shall be 100
shares.

In the event that the Company conducts a stock split or stock consolidation after the allotment datespecified on item “13.” below, the Allotted Number of Shares shall be adjusted according to thefollowing formula. Regarding the date of the application of the post-adjustment allotted number of6shares, the post-adjustment exercise price application date cited in 5. (2) ① below shall apply
correspondingly.
Post-Adjustment Allotted Number of Shares = Pre-Adjustment Allotted Number of Shares x
Stock Split or Consolidation Ratio
In addition to the above, in the case of a gratis allocation of the Company’s common stock oranother event unavoidably requiring the adjustment of the Allotted Number of Shares, the Allotted
Number of Shares shall be adjusted within a reasonable range.
If the above adjustment results in the creation of fractional share figures, these figures are to bediscarded.
At times when the Allotted Number of Shares is to be adjusted, notice of the required conditions
shall be given by direct notification or public advertisement to each holder of stock acquisitionrights recorded on the stock acquisition rights register (“stock acquisition rights holder”) before theday prior to the date on which the post-adjustment allotted number of shares will be effective.
However, in the case that notice of the required conditions cannot be given to each stock acquisitionrights holder before the day prior to the date on which the post-adjustment allotted number of shares
will be effective, such notice shall be made soon afterward by direct notification or public
advertisement.
4. Amount of assets to be contributed upon exercise of stock acquisition rights:
The amount of assets to be contributed upon the exercise of each stock acquisition right shall be theamount obtained by multiplying the Exercise Price by the Allotted Number of Shares.

The Exercise Price shall be either the average value (discarding values of less than one yen) of theclosing price of shares of common stock of the Company in regular trading at the Tokyo Stock
Exchange (hereinafter, “closing price”) for each day (excluding days on which no trades are
executed) of the month preceding the month that includes the allotment date or the closing price on
the allotment date (if there is no closing price, the closing price of the most recent date is used),
whichever is higher.
5. Exercise price adjustment:(1) In the case that situations ① or ② occur with respect to the Company’s common shares after the
allotment date, then the exercise prices shall be adjusted according to the respective methods
defined below (hereinafter “adjustment methods”), and, if the resulting figure includes a value ofless than one yen, then the value shall be rounded up to the nearest even number.
① In the case of a stock split or stock consolidation:

Post-Adjustment Exercise Price = Pre-Adjustment Exercise Price x (1/ratio of stock split or
stock consolidation)② In the case of a decline in the market price and of the Company’s issuance of new stock or

acquisition of treasury stock (excluding treasury stock sales based on Article 194 of the
Corporate Law (providing for responses to requests from holders of incomplete trading units ofshares for the sale of incomplete trading units), issuance of new stock upon the exercise of7

securities that are convertible into the Company’s common shares, issuance of new stock upon
the exercise of stock acquisition rights (including bonds with warrants), or transfers of treasury
stock due to amalgamation, stock swaps, or stock splits):
Post-Adjustment Exercise Price = Pre-Adjustment Exercise Price x (number of outstanding
shares + (number of newly issued shares x exercise price)/market price)/(number of outstanding
shares + number of newly issued shares)
i.

ii.

iii.

The “market price” used in the exercise price adjustment formula shall be the averagevalue of the Tokyo Stock Exchange closing price (hereinafter, including nominallyquoted prices) on 30 trading days (excluding days with no closing price) beginning from45 trading days prior to the “post-adjustment exercise price application date” defined in(2) below. The average price figure shall be calculated in terms of figures with two
decimal places and then rounded to the nearest single-decimal place figure.
The “number of outstanding shares” used in the exercise price adjustment formula shallbe the number of outstanding common stock shares less the number of common stock
treasury shares held by the Company on the basis date, if there is a basis date, or,otherwise, on the date one month prior to the application date.
In the case of the disposal of treasury stock, the “number of newly issued shares” in theexercise price adjustment formula shall correspond to the “number of shares disposedof.”(2) The post-adjustment exercise price application date shall be determined as follows:
In the case of an exercise price adjustment in accordance with (1) ① above, the postadjustment exercise price application date shall be on or subsequent to the stock-split basis datein the case of a stock split or on or subsequent to the effective date in the case of a stock
consolidation. However, in the case of a stock split conditional on the General Shareholders’Meeting’s approval of a proposal calling for the reduction of retained earnings and increase incapital or reserves, when the stock split basis date is a date prior to the date on which the
General Shareholders’ Meeting concludes, the post-adjustment exercise price application date
will be the day following the date on which the General Shareholders’ Meeting concludes or asubsequent date, effective retroactively to the day following the relevant basis date.

①

In the case of the above conditions, the number of shares provided to stock acquisition rights
holders who exercise their stock acquisition rights (the number of shares obtainable through theexercise of related stock acquisition rights hereinafter referred to as “pre-stock-split exercise
share number”) during the period from the day following the stock-split basis date through thedate on which the General Shareholders’ Meeting concludes shall be adjusted according to thefollowing formula, and, if the above adjustment results in the creation of fractional share figures,
these figures are to be discarded.
Number of Newly Issued Shares = ((Pre-Adjustment Exercise Price - Post-Adjustment Exercise
Price) x number of outstanding shares prior to stock split)/Post-Adjustment Exercise Price② In the case of an adjustment in accordance with (1) ② above, the post-adjustment exercise

price shall be applied on or subsequent to the day after the payment date (if the payment term is8

set, the last date of such payment term) for the relevant stock issuance or disposal (in the casethat there is a basis date, then on or subsequent to the day after the basis date).
(3) In addition to the cases of (1) ① above and (1) ② above, at a time when a need for a change tothe exercise price arises, the exercise price shall be adjusted within a reasonable range.
(4) In the case that the exercise price is adjusted, the Company shall make notification or
advertisement of required conditions to share acquisition rights holders prior to the day before theapplication of the adjustment. However, in the case that notice of the required conditions cannot begiven to each stock acquisition rights holder before the day prior to the day before the application of
the adjustment, such notice shall be made soon afterward by direct notification or public
advertisement.
6. Period for exercising stock acquisition rights:
The period for exercising stock acquisition rights shall be from May 13, 2023, through May 12,2031.
7. Increase of capital and capital surplus in the case of issuance of stock upon the exercise ofstock acquisition rights:(1) The increase of capital in the case of issuance of stock upon the exercise of stock acquisitionrights shall be one-half the capital, etc., increase maximum value calculated in accordance with
Article 17, Paragraph 1 of the Corporate Accounting Regulation, and when the results ofcalculations include fractions of yen, these fractional values shall be rounded up to the nearestyen.
(2) The increase of capital surplus in the case of issuance of stock upon the exercise of stockacquisition rights shall equal the above capital, etc., increase maximum value less the value ofthe increase of capital.
8. Restriction on transfer of stock acquisition rights:
Any transfer of stock acquisition rights shall be subject to the approval of the Board of Directors by
resolution.
9. Policies for decisions regarding the annulment of stock acquisition rights due toorganizational restructuring and stock acquisition rights for the reorganization target
company:
In the case that the Company undertakes mergers (only those in which the Company is dissolved),
absorption split-offs, spin-off split-offs (in the case the Company becomes a split company,
respectively), stock swaps, or stock transfers (in the case the Company becomes a wholly owned
subsidiary, respectively) (all these situations hereinafter referred to collectively as “organizational
restructuring processes”), with respect to those holding stock acquisition rights outstanding(“residual stock acquisition rights”) immediately before the organizational restructuring process
takes effect (“taking effect” meaning the date an absorption merger takes effect in the case ofabsorption-mergers, the date of a new joint venture’s establishment in the case of newly establishedjoint ventures, the date an absorption split-off takes effect in the case of absorption split-offs, thedate a spin-off split-off company is established in the case of spin-off split-offs, the date a stock
swap takes effect in the case of stock swaps, and the date a stock-transfer established company isestablished in the case of stock transfers), the Company may arrange for the issuance of stockacquisition rights by companies corresponding to companies described in Article 236, Paragraph 1,

9

Item 8 (a) through (e) of the Corporate Law (hereinafter, “reorganization target companies”) basedon the following conditions. In this case, the residual stock acquisition rights are annulled, and thereorganization target company issues new stock acquisition rights. However, this must be limited tocases of absorption-merger contracts, new joint venture contracts, absorption split-off contracts,
spin-off split-off plans, stock-swap contracts, or stock transfer plans designed for the delivery ofstock acquisition rights by reorganization target companies based on the following conditions:(1) Number of reorganization target company’s stock acquisition rights to be delivered:
The number of stock acquisition rights delivered shall correspond to the number of residual
stock acquisition rights.
(2) Type of shares of the reorganization target company covered by stock acquisition rights:
Common stock shares of the reorganization target company(3) Number of shares in reorganization target company covered by stock acquisition rights:
To be decided based on item “3.” above, and based on consideration of the conditions oforganizational restructuring processes, etc.
(4) Amount of assets to be contributed upon exercise of stock acquisition rights:
The amount of assets to be contributed upon the exercise of each stock acquisition rightdelivered shall be the amount obtained by multiplying the post-reorganization exercise pricedetermined below by the amount of the reorganization target company’s shares covered by therelevant stock acquisition rights in accordance with (3) above. The post-reorganization exercise
price is decided on the basis of the exercise price determined on item “4.” in consideration of
conditions under the organizational restructuring processes.
(5) Period for exercising stock acquisition rights:
The period beginning from the starting date specified in “6.” above or the date of the taking
effect of an organizational restructuring process, whichever is later, and ending on the ending
date for exercising stock acquisition rights specified in “6.” above(6) Increase in capital and capital surplus in the case of issuance of stock upon the exercise ofstock acquisition rights:
To be decided based on item “7.” above(7) Restriction on transfer of stock acquisition rights:
Any transfer of stock acquisition rights shall be subject to the approval of the Board of Directors
by resolution.
(8) Other conditions for the exercise of stock acquisition rights:
To be decided based on item “11.” below
10. Arrangements regarding fractional share figures generated through the exercise of
allocated stock acquisition rights:
When the number of shares delivered upon the stock acquisition rights holder’s exercise of
allocated stock acquisition rights includes a fractional share figure, that figure will be discarded.

1011. Other conditions for the exercise of stock acquisition rights:
In the case that a stock acquisition rights holder abandons his/her stock acquisition rights, thoserights may not be exercised.
12. Price paid for allotted stock acquisition rights:
There shall be no requirement for payment of a monetary price in exchange for allotted stockacquisition rights.
Note: Because the rights are allocated as a form of remuneration for work duties performed, thiscondition is not considered unduly beneficial to those allocated rights.
13. Date of allotment of stock acquisition rights:
June 1, 2021

Regarding the stock acquisition rights to be issued in accordance with the conditions describedabove, plans call for issuing stock acquisition rights of 289 allotments to the following 71 people.
Directors and Executive Officersof the Company
16 people
Important employeesof the Company
4 people
Directors, Executive Officers and Fellows
of certain subsidiaries of the Company
24 people
Important employeesof certain subsidiaries of the Company
27 people* 15 people who double as Directors and Executive Officers of the Company and Directors andExecutive Officers of certain subsidiaries of the Company are counted only as the Directors andExecutive Officers of the Company, not as the Directors and Executive Officers of certain
subsidiaries of the Company.

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