FUJIFILM Holdings Corporation
Teiichi Goto
President and Chief Executive Officer

June 27, 2024

Notice of Disposal of Treasury Shares as Restricted Share-BasedRemuneration
FUJIFILM Holdings Corporation (the “Company”) hereby announces that it has resolved at themeeting of its board of directors today to dispose of its treasury shares as restricted share-based
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 disposed
shares

September 17, 2024
352,400 shares of the Company’s common stock
3,702 yen per share
1,304,584,800 yen
Directors of the Company (Note 1):
11 persons, 158,700 shares
Corporate vice presidents of the Company:
7 persons, 53,000 shares
Directors of the Company’s subsidiaries (Note 2):18 persons, 75,900 shares
Corporate vice presidents and fellows of the Company’s
subsidiaries (Note 3):
23 persons, 64,800 shares
Note 1: Includes 5 outside directors of the Company.
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
vice presidents of the Company.

2. Purpose of and reasons for disposal
The Company received approval at the 128th Ordinary General Meeting of Shareholders
convened on June 27, 2024, to introduce a non-performance-linked share-based
remuneration plan to the Company’s directors (including outside directors; hereinafter the“Eligible Directors”) for the purpose of fostering a sense of unity for the company group by
providing share-based remuneration for directors residing either inside or outside Japan
commonly as the Company’s business and organization has become more globalized andenhancing the consciousness of Eligible Directors to contribute to improving medium-term
to long-term performance and increasing corporate value, and the same plan has been1

introduced to corporate vice presidents and important employees of the Company, anddirectors, corporate vice presidents, fellows and important employees of the Company’smajor subsidiaries (hereinafter the “Plan”). The meeting also approved the terms andconditions of the Plan, including the following matters, in summary: (i) under the Plan, thetotal amount of remuneration, etc. (including the amount of monetary remuneration claims)delivered to Eligible Directors in consideration of the execution of their duties in eachbusiness year shall be 1.1 billion yen or less (of which the amount for outside directors shallbe 100 million yen or less), and the total number of shares granted in consideration of theexecution of their duties in each business year shall be 825,000 shares or less (of which theshares for outside directors shall be 75,000 shares or less); (ii) the transfer restriction periodof restricted shares to be granted under the Plan shall be the period from the date of allotmentof restricted shares until the date on which the Eligible Director loses the position of directorof the Company and other positions determined by the board of directors of the Company;and (iii) in the case that eligibles for the Plan include Eligible Directors who are nondomestic-residents, the Company may, due to the laws and regulations of their country ofresidence or other reasons, deliver shares by means of "Restricted Stock Units (RSU)" orpay cash after the expiration of three years (term equivalent to three years of tenure as adirector) in lieu of delivering restricted shares.
The Company decided at the meeting of its board of directors today to allot 352,400 sharesof its common stock as specified shares with restriction on transfer to 11 Eligible Directors(including 5 outside directors of the Company) and 7 corporate vice presidents of theCompany, as well as 18 directors (including 8 persons who concurrently serve as directors
or corporate vice presidents of the Company, and excluding outside directors of theCompany’s subsidiaries) and 23 corporate vice presidents and fellows of the Company’ssubsidiaries (including 5 persons who concurrently serve as corporate vice presidents of theCompany; the aforementioned respective directors and corporate vice presidents and fellowsof the Company and its subsidiaries are hereinafter referred to as the “Eligible Allottees”),
by having the Eligible Allottees to contribute in kind all of the monetary remuneration claims
granted to the Eligible Allottees with a total amount of 1,304,584,800 yen to the Company.
The amount of monetary remuneration claims payable to each Eligible Allottee by theCompany and the Company’s subsidiaries has been respectively determined,
comprehensively taking into account various matters such as the level of contribution by therelevant Eligible Allottee to the Company or the Company’s subsidiaries. The
aforementioned monetary remuneration claims are paid subject to the respective Eligible
Allottees executing with the Company an allotment agreement for restricted shares(hereinafter the “Allotment Agreement”) that substantially includes the following details.
A transfer restriction period has been set based on 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, as well as a position at or employee of the Company or its
consolidated subsidiary determined by the Company’s board of directors (hereinafter the“Designated Positions”), in order to achieve the purpose of introducing the Plan to enhance
the consciousness of Eligible Directors to contribute to improving medium-term to longterm performance and increasing corporate value over the longest possible period of time.

23. Overview of the Allotment Agreement(1) Restriction period
Period from September 17, 2024 to the day on which the relevant Eligible Allottee ceases
to hold any of the Designated Positions (in the case that the time immediately following
the expiration of three months after the end of the business year that includes the date ofdelivery of the Allotted Shares, as defined below (the time immediately following thearrival of July 1, 2025) is later than such date, then at that time).
During the above transfer restriction period (hereinafter the “Restriction Period”), noEligible 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 shares allottedto them (hereinafter the “Allotted Shares”) to or in favor of any third parties (hereinafterthe “Transfer Restrictions”).
(2) Acquisition of restricted shares without contribution
If an Eligible Allottee resigns or retires from any of the Designated Positions 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 of the latest of the Ordinary
General Meeting of Shareholders of the Company or its consolidated subsidiaries, towhich the Eligible Allottees belonged, which first arrives thereafter, the Company shall
automatically acquire all of the Allotted Shares without contribution upon the resignation
or retirement, unless there is a reason deemed justifiable by the Company’s board ofdirectors.
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 automaticallyacquire 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 AllottedShares held by an Eligible Allottee at that time, subject to their continuing to hold any of
the Designated Positions on and after the day on which the Restriction Period commences
until the day immediately prior to the day of the latest of the Ordinary General Meetingof Shareholders of the Company or its consolidated subsidiaries, to which the Eligible
Allottees belonged, which first arrives thereafter. However, if the Eligible Allottee resigns
or retires from any of the Designated Positions and ceases to hold any of theaforementioned positions for any reason deemed justifiable by the Company (includingretirement or resignation due to death), then the Transfer Restrictions on the number ofAllotted Shares calculated as follows will be lifted on the day immediately after theresignation or retirement: the number of months from July 2024 to the month in which
the Eligible Allottee resigns or retires from any of the Designated Positions and ceases tohold any of the aforementioned positions, divided by 12 (if the quotient resulting fromthe calculation exceeds 1, then the quotient shall be deemed to be 1), multiplied by thenumber of Allotted Shares then held by the Eligible Allottee (any fractional shares lessthan one share resulting from the calculation will be discarded).
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(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 the Transfer
Restrictions are lifted.
(5) Treatment during reorganization, etc.
If, during the Restriction Period, a proposition relating to a merger agreement in which
the Company is the disappearing company, a share exchange agreement or share transfer
plan in which the Company becomes a wholly owned subsidiary, or other reorganization,etc. is approved at the Company’s General Meeting of Shareholders (or at a meeting ofits board of directors in cases where approval at the Company’s General Meeting ofShareholders is not required in relation to the reorganization, etc.), then the Transfer
Restrictions on the number of Allotted Shares calculated as follows will be lifted by aresolution of the Company’s board of directors immediately before the business day
immediately prior to the date on which the reorganization, etc. becomes effective: thenumber of months from July 2024 to the month in which the approval is given, dividedby 12 (if the quotient resulting from the calculation exceeds 1, then the quotient shall bedeemed to be 1), multiplied by the number of Allotted Shares held by the Eligible
Allottees on the date of approval (any fractional shares less than one share resulting fromthe calculation will be discarded). In that case, the Company shall, as of the business day
immediately prior to the date on which the reorganization, etc. becomes effective,
automatically acquire without contribution all Allotted Shares on which Transfer
Restrictions have not been lifted on that day pursuant to the above provision.
4. Basis of calculation and specific details of amount to be paid inTo eliminate any arbitrariness in the disposal value in the Disposal of Treasury Shares, theclosing price 3,702 yen of shares of the Company’s common stock on the Tokyo Stock
Exchange on the second business day (June 25, 2024) prior to the date of resolution by theCompany’s board of directors is used as the disposal value. The Company considers that thevalue is rational and not particularly favorable.

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