Securities Code: 6504

NOTICE OF CONVOCATION OF
THE 148th ORDINARY GENERAL MEETING OF SHAREHOLDERSThe Company provides this English translation foryour reference and convenience only and without
any warranty as to its accuracy or otherwise.

FUJI ELECTRIC CO., LTD.

0

To Our Shareholders
We would like to express our gratitude to all of our shareholders for their continued support.
As we present this notice of convocation of the 148th Ordinary General Meeting of Shareholders(for fiscal 2023) of the Company, I would like to take this opportunity to extend my greetings.
I would first like to express my sincere condolences to all those who have suffered as a result of
the 2024 Noto Peninsula Earthquake in January, and I pray for a speedy recovery.
In fiscal 2023, although socioeconomic activity continues to normalize following the COVID-19 crisis,conditions remained volatile due to geopolitical factors such as the prolonged Russia-Ukraine
conflict and rising tensions in the Middle East.
In this environment, in fiscal 2022, we achieved the quantitative targets set forth in the FY2023
Medium-Term Management Plan, namely, net sales of 1 trillion yen and an operating profit ratio of
8% or more. We focused our combined efforts as a Group on reaching even greater heights, andas a result, in fiscal 2023, we posted record net sales, operating profit, and profit attributable toowners of the parent. For the first time in our Company’s history, we brought in over 100 billion yen
in operating profit.
In view of the above business performance and future investment plans, we have decided to pay a
year-end dividend of 75 yen per share. Together with the interim dividend, this will bring the total
dividend per share for the fiscal year ended March 31, 2024 to 135 yen, an increase of 20 yen
compared to the previous fiscal year.
In September 2023, we celebrated our 100th anniversary of the Company’s founding, and in fiscal
2024, we set out on the next 100 years of our Company’s history. In May 2024, we announced our
FY2026 Medium-Term Management Plan, “To be enthusiastic, ambitious and sensitive 2026.” We
named this new medium-term management plan after our management slogan. Going back to ourmanagement roots, we will further polish our core power electronics technology with passion, highaspirations and goals, and we will continue to earn the trust of our stakeholders as a company that“contributes to society through its energy and environmental businesses.” Guided by our corporate
philosophy, “To be enthusiastic, ambitious and sensitive,” we will continue to safeguard the safety
and health of our employees and their families, as a matter of the highest priority, valuecommunication with our stakeholders, and further increase the value of our Company.
We would like to ask for the continued confidence and support of our shareholders.
June 2024
Michihiro Kitazawa
Representative Director
Chairman of the Board and CEO

1

FUJI ELECTRIC CO., LTD.
Securities Code: 6504
1-1 Tanabe Shinden, Kawasaki-ku, Kawasaki(Head Office)Gate City Ohsaki, East Tower
11-2, Osaki 1-chome, Shinagawa-ku, Tokyo
June 4, 2024
(Provision of the information to be provided
electronically commences on June 3, 2024)
NOTICE OF CONVOCATION OF
THE 148th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,
The 148th Ordinary General Meeting of Shareholders of FUJI ELECTRIC CO., LTD. shall be held
as outlined below.
In convocation of this General Meetings of Shareholders, the Company takes electronic provision
measures to provide electronically information that is the content of reference materials for the
General Meeting of Shareholders, etc. (matters to which the electronic provision measures apply),and posts such matters on the following Company’s website.
Company’s website(https://www.fujielectric.co.jp/about/ir/stock/meeting/index17.html (in Japanese only)
In addition to the above website, the same information is posted on the website of Tokyo Stock
Exchange, Inc. (TSE).
TSE website(https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese only)
Please access the above website and enter “Fuji Electric” in “Issue name (company name)” field,or “6504” in “Code” field, and then click “Search” button. Subsequently, click “Basic information”
and then “Documents for public inspection/PR information,” which will allow you to access “Noticeof General Shareholders Meeting/Informational Materials for a General Shareholders Meeting”
section under “Filed information available for public inspection.”
Please exercise your voting rights by no later than 6:00 p.m., Monday, June 24, 2024 after
reviewing the attached reference materials (pp. 6-35) and following the “Guidelines for the
Exercise of Voting Rights” on page 4.
Sincerely,
Michihiro Kitazawa
Representative Director
Chairman of the Board and CEO

2

Details of Meeting
1. Date:10:00 a.m., Tuesday, June 25, 2024 (Reception opens at 9:00 a.m.)

2. Place:

Galaxy Room, 2nd Basement, Westin Hotel Tokyo
4-1 Mita 1-chome, Meguro-ku, Tokyo(within Yebisu Garden Place)

3. Meeting Agenda
Items to be reported:
Business Report, Consolidated Financial Statements and Non-consolidated Financial
Statements for the 148th term (from April 1, 2023 to March 31, 2024), as well as theresults of the audit of Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board
Items to be resolved:
Item 1: Election of Ten (10) Directors
Item 2: Election of Five (5) Audit & Supervisory Board Members
Item 3: Introduction of a Performance-related Share-based Remuneration Plan for
Directors
4. Other Matters Shareholders Are Asked to Know with respect to this Convocation(1) The agenda item unmarked on a ballot form will be counted as “approved.”(2) If voting rights are duplicated through the use of postal and via the Internet, etc., any votethat reaches the Company later will be regarded as the valid vote. In the event that multiple
votes reach the Company on the same day, the vote exercised via the Internet, etc. shalltake precedence.
(3) If voting rights are exercised multiple times via the Internet, etc., the last vote will be
regarded as the valid vote.
●

Please be advised that the Company’s Directors, Audit & Supervisory Board Members, and persons incharge are encouraged to be in light attire (the so-called Cool Biz) on the day of the Ordinary General
Meeting of Shareholders.

●

Of the matters to which the electronic provision measures apply, the “Explanatory Notes for Consolidated
Financial Statements” in the Consolidated Financial Statements and the “Explanatory Notes for Nonconsolidated Financial Statements” in the Non-consolidated Financial Statements are posted on the
Company’s website as well as on the TSE website as mentioned in page 2 of this notice, pursuant to theprovisions of laws and regulations and the Articles of Incorporation of Company, and thus are omitted
from this notice.

●In the case that any revisions are made to the matters to which the electronic provision measures apply,
a notice of the revisions and the details of revisions showing before and after changes will be posted on
both of the aforementioned websites.

3

Guidelines for the Exercise of Voting Rights
You may exercise your voting rights at the Ordinary General Meeting of Shareholders by one of thefollowing methods.
If you are not attending the meeting:1.

Exercising voting rights by postal mail (in writing)
Please indicate your approval or disapproval on the ballot form and send it back to us. (Nopostage is needed.)*All unmarked agenda items will be counted as “approved.”
Exercise deadline: Received by no later than 6:00 p.m., Monday, June 24, 2024

2.

Exercising voting rights via the Internet, etc.
Please access the Company’s designated website to exercise your voting rights online,
and enter your vote of approval or disapproval by following on-screen guidance.
Please refer to the following page for instructions concerning the exercise of voting
rights via the Internet, etc.
[Cautions regarding exercising voting rights via the Internet, etc.]- If voting rights are exercised multiple times, the last vote will be regarded as the valid
vote.
- If voting rights are duplicated through the use of postal and via the Internet, etc., any votethat reaches the Company later will be regarded as the valid vote. In the event thatmultiple votes reach the Company on the same day, the vote exercised via the Internet,
etc. shall take precedence.
Exercise deadline: Input by no later than 6:00 p.m., Monday, June 24, 2024

If you are attending the meeting:
Please present the ballot form to the receptionist. (A personal seal will not be required.)*You may exercise your voting rights by a proxy who is also a shareholder. In this case, theproxy should submit the following three documents to the reception on the day of the meeting:the proxy authorization form, your ballot form, and the proxy’s ballot form.
Date of the Ordinary General Meeting of Shareholders:
10:00 a.m., Tuesday, June 25, 2024 (Reception opens at 9:00 a.m.)4

Instructions Concerning the Exercise of Voting Rights via the Internet, etc.**Institutional investors can exercise their voting rights via the electronic voting platform for
institutional investors operated by Investor Communications Japan Inc. (ICJ).
By scanning the QR code (“Smart Exercise”)
You can log-in to the website for exercise of voting rights without entering the voting rights exercise
code and password.
1. Please scan the QR code printed on the ballot form at the bottom right.
*QR code is a registered trademark of DENSO WAVE INCORPORATED.
2. Then please follow on-screen guidance and enter your vote of approval or disapproval.
The exercise of voting right by “Smart Exercise” is available only once.
In case if you want to change your vote after exercising your voting right, please access thewebsite for PC and log-in by entering the “voting rights exercise code” and “password” indicatedin the ballot form, to exercise your voting right again.
*You will be transferred to the website for PC by scanning the QR code again.
By entering the voting rights exercise code and password
Website for exercise of voting rights: https://www.web54.net
1. Please access the website for exercise of voting rights.
Click the “Next” button.
2. Please enter the “voting rights exercise code” indicated in the ballot form.
Enter the “voting rights exercise code.”
Click “Log in.”
3. Please enter the “password” indicated in the ballot form.
Enter the “password.”
Enter the new password that you will actually use.
Click “Register.”
4. Then please follow on-screen guidance and enter your vote of approval or disapproval.
If you have any questions on how to exercise your voting rights via the Internet using a personal
computer or a smartphone, please contact the department below.
Sumitomo Mitsui Trust Bank, Limited Stock Transfer Agency Web Support (dedicated line)
Toll-free number: 0120-652-031 (from within Japan only)(9:00 a.m. to 9:00 p.m., JST)5

Reference Materials for the General Meeting of Shareholders
Item 1: Election of Ten (10) Directors
Reasons for Proposal
The terms of office of all of ten members of the Board of Directors will expire at the conclusion ofthis Ordinary General Meeting of Shareholders. We, therefore, propose the election of thefollowing ten members of the Board of Directors (four of them are Outside Directors) due to thefollowing reasons.
In September 2023, the Company celebrated its 100th anniversary of the Company’s founding,and in fiscal 2024, we set out on the next 100 years of the Company’s history. In May 2024, weannounced our FY2026 Medium-Term Management Plan, “To be enthusiastic, ambitious andsensitive 2026.” The Company named this new medium-term management plan after ourmanagement slogan. Going back to our management roots, we will further polish our core powerelectronics technology with passion, high aspirations and goals, and we will continue to earn thetrust of our stakeholders as a company that “contributes to society through its energy andenvironmental businesses.”
For this reason, in light of the Company’s business characteristics, the Company has defined theinsight and experience necessary for the Board of Directors of the Company as the seven areasof “Business management,” “Finance and accounting,” “Global business,” “Environmental andSociety,” “R&D, technology, manufacturing, and DX,” “Corporate Governance, legal matters, andrisks,” and “Marketing and industry.”
Six candidates for Standing Directors (No. 1-6) have been decided on the basis of the skills andexperience necessary for the execution of the Company’s management policies.
Four candidates for Outside Directors (No. 7-10) have been selected based on a comprehensive
evaluation of the candidate’s insight and experience, including management experience in othercompanies and expertise and international experience in the energy and environmental fields
related to the Company’s business, to determine their ability to conduct multifaceted management
decisions, as well as of their understanding with regard to Fuji Electric’s management and their
independence from the Company described in pages 15-20. This approach has been adopted tofacilitate the reinforcement of Fuji Electric’s management supervisory functions and ensure thevalidity and appropriateness of important management decisions.
For the areas expected to Director candidates by the Company, please refer to pages 7 to 8.
As mentioned above, we would ask you to approve the election of these ten Directors in order to
execute highly transparent management in a prompt manner with the aim of future businessgrowth.
The election of Director candidates was made after the “Nomination and Remuneration
Committee,” a discretionary committee whose membership is made up of a majority of Outside
Directors who are Independent Officers and whose chairman is an Outside Director who is an
Independent Officer, deliberated and reported its findings.

6

Current positions and direct duties of Director candidates in the Company and areas expected to them by the Company
Areas expected to Director candidates by the Company
No.

Name

1

Michihiro
Kitazawa(Male)

2

Shiro Kondo(Male)(Reappointment)

3

Junichi Arai
(Male)(Reappointment)(Reappointment)

Current positions and direct duties in the
Company
Representative
Director
Chairman of the Board
and CEO (Chief
Executive Officer)
Representative
Director
President and COO(Chief Operating
Officer)
Director

Director
4

Toru Hosen(Male)(Reappointment)

Nomination andRemuneration
Committee
memberPresident
Nomination andRemuneration
Committee
memberSenior Managing
Executive Officer
Corporate General
Manager,
Corporate
Management
Planning
Headquarters
General Manager,
ExportAdministration
OfficeIn charge ofcompliancemanagement
Senior Managing
Executive Officer
Corporate General
Manager,
Semiconductors
Business Group

Businessmanagement

Finance andaccounting

Globalbusiness

Environment
and Society

R&D,
technology,
manufacturing,and DX

Corporate
Governance,
legal matters,
and risksMarketing andindustry

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

7

●

●

●

●

Areas expected to Director candidates by the Company
No.

Name

Current positions and direct duties in the
Company
Director

5

Hiroshi
Tetsutani(Male)(Reappointment)

6

Masashi
Kawano(Male)(New
appointment)

7

Toshihito
Tamba(Male)

8

YukariTominaga(Female)9

Yukihiro
Tachifuji(Male)

Tomonari
10 Yashiro(Male)(Reappointment) Outside Director(Outside Director)(Independent
Officer)(Reappointment) Outside Director(Outside Director)(Independent
Officer)(Reappointment) Outside Director(Outside Director)(Independent
Officer)(Reappointment) Outside Director(Outside Director)(Independent
Officer)Businessmanagement

Managing
Executive Officer
Corporate General
Manager, Industry
Business GroupManaging
Executive Officer
Corporate General
Manager, Energy
Business Group
Nomination andRemuneration
Committee
chairman
Nomination andRemuneration
Committee
memberNomination andRemuneration
Committee
memberNomination andRemuneration
Committee
member●Finance andaccounting●

Globalbusiness

Environment
and Society

R&D,
technology,
manufacturing,and DX

●

●

●

●

●

●

●

●

●

●

8

Corporate
Governance,
legal matters,
and risks

●

●

●

●

●

●

●

●

●

Marketing andindustry

No.

Name, date of birth, andreappointment or new
appointment

1

Michihiro Kitazawa(Feb. 10, 1952)(Reappointment)

Brief personal record, positions and direct duties in the Company
Apr. 1974:

Joined the Company

Apr. 1998:

President and Director, U.S. FUJI ELECTRIC INC.

Jun. 2001:

President and Representative Director, Fuji Electric
Imaging Device Co., Ltd.

Oct. 2003:

Director, Fuji Electric Device Technology Co., Ltd.

Jun. 2004:

Managing Director, Fuji Electric Device Technology
Co., Ltd.

Jun. 2006:

Senior Managing Director, Fuji Electric Device
Technology Co., Ltd.

Apr. 2008:

Senior Executive Officer of the Company

Jun. 2008:

Representative Director, Vice President andDirector of the Company

Apr. 2010:

Representative Director, President and Director of
the Company

Apr. 2011:

President of the Company

Apr. 2022:

Representative Director, Chairman of the Board
and CEO of the Company (up to the present)

Ownership of
the Company’s
shares45,200Tenure16 years
Number ofattendance at
the Board of
Directors
meetings

11/13[Direct duties in the Company]
Chief Executive Officer
Nomination and Remuneration Committee member
Reasons for nomination as a candidate for Director
Mr. Michihiro Kitazawa was elected Director in 2008, and his tenure of office is 16 years. He was appointed as
President of the Company in April 2010, and has been leading the management of the Company ever since. In
addition, he has been Chairman of the Board and CEO since April 2022.
We would ask shareholders to reelect him as Director, to perform the duties of a person to oversee theformulation of medium- to long-term business strategies and management plans. This is based on his experienceof working abroad for many years and in the semiconductors business, where outstanding progress oftechnological innovation is seen, and his insight into business management.
If his reelection is approved at this General Meeting, the Company will continue his appointment as Chairman of
the Board and CEO.

9

No.

Name, date of birth, andreappointment or new
appointment

Brief personal record, positions and direct duties in the Company
Apr. 1984:

Joined the Company

Apr. 2005:

General Manager, Information and Communications
Controls Department, Fuji Electric Advanced
Technology Co., Ltd.

Apr. 2007:

General Manager, Information and Communications
Controls Development Center, Fuji Electric
Advanced Technology Co., Ltd.

Jul. 2007:

Director, Fuji Electric Advanced Technology Co.,
Ltd.

Jul. 2008:

General Manager, Technology Strategy Office,Technology and Business Strategy Headquarters of
the Company

Sep. 2010: Deputy General Manager (Director), Fuji Electric
Holdings (Shanghai) Co., Ltd.
Jun. 2012:

General Manager (Chairman), Fuji Electric (China)
Co., Ltd.

Apr. 2013:

General Manager, Instrumentation and Control
Systems Division, Industrial Infrastructure BusinessGroup of the Company

Jul. 2014:2

Shiro Kondo(Oct. 4, 1960)(Reappointment)

General Manager, Industrial Plant Division,
Industrial Infrastructure Business Group of theCompany

Apr. 2015:

General Manager, Industrial and Instrumentation
Equipment Division, Industrial Infrastructure
Business Group of the Company

Apr. 2016:

Deputy Corporate General Manager, Corporate
R&D Headquarters of the Company

Apr. 2017:

Executive Officer of the Company

Ownership of
the Company’s
shares13,900Tenure3 years

Number ofattendance at
the Board of
Directors
meetings

12/13

Corporate General Manager, Corporate R&D
Headquarters of the Company
Apr. 2020:

Managing Executive Officer of the Company

Jun. 2021:

Director of the Company

Apr. 2022:

Representative Director, President and COO of
the Company (up to the present)
President of the Company (up to the present)[Direct duties in the Company]
Chief Operating Officer
Nomination and Remuneration Committee member
Reasons for nomination as a candidate for Director
Mr. Shiro Kondo was elected Director in 2021, and his tenure of office is three years. In addition, he has been
President and COO since April 2022.
We would ask shareholders to reelect him as Director, to perform the duties of a person responsible for businessstrategies and business execution based on management plans. This is based on his experience as a person
responsible for business divisions, overseas bases and R&D operations and his insight into business
management.
If his reelection is approved at this General Meeting, the Company will continue his appointment as President and
COO.

10

No.

Name, date of birth, andreappointment or new
appointment

3

Brief personal record, positions and direct duties in the Company
Apr. 1982:

Joined the Company

Jul. 1989:

Seconded to U.S. FUJI ELECTRIC INC.

Feb. 2002:

General Manager, Planning Department, Business
Division, Electron Business Group of the Company

Oct. 2003:

General Manager, Management Planning Division,
Management Planning Headquarters, Fuji Electric
Device Technology Co., Ltd.

Apr. 2007:

Deputy General Manager, Business Coordination
Department, Semiconductor Devices Headquarters,
Fuji Electric Device Technology Co., Ltd.

Apr. 2008:

General Manager, Business Coordination
Department, Semiconductor Devices Headquarters,
Fuji Electric Device Technology Co., Ltd.

Jul. 2008:

General Manager in charge of Business Planning,
Business Strategy Office, Technology and Business
Strategy Headquarters of the Company

Jun. 2009:

Executive Officer of the Company

Jul. 2009:

General Manager, Corporate Planning Office of theCompany

Apr. 2010:

Assistant to President, METAWATER Co., Ltd.

Jul. 2010:

Director, METAWATER Co., Ltd.
General Manager, Administration Headquarters,
METAWATER Co., Ltd.

Junichi Arai
(Oct. 12, 1957)(Reappointment)

Apr. 2012:

Operating Officer of the Company
General Manager, Corporate Planning Office,Corporate Management Planning Headquarters of
the Company

Apr. 2013:

Executive Officer of the Company

Apr. 2016:

Managing Executive Officer of the Company

Ownership of
the Company’s
shares12,300Tenure8 years

Number ofattendance at
the Board of
Directors
meetings

13/13

Corporate General Manager, Corporate
Management Planning Headquarters of theCompany (up to the present)
Jun. 2016:

Director of the Company (up to the present)

Apr. 2020:

Senior Managing Executive Officer of theCompany (up to the present)[Direct duties in the Company]
Corporate General Manager, Corporate Management Planning
Headquarters
General Manager, Export Administration Office
In charge of compliance management
Reasons for nomination as a candidate for Director
Mr. Junichi Arai was elected Director in 2016, and his tenure of office is eight years.
We would ask shareholders to reelect him as Director, to perform the duties of Corporate General Manager of the
Corporate Management Planning Headquarters to oversee the entire administrative operations. This is based on
his experience of working abroad for many years and in the semiconductors business, where outstanding
progress of technological innovation is seen, and his insight into business management.

11

No.

Name, date of birth, andreappointment or new
appointment

Brief personal record, positions and direct duties in the Company
Apr. 1983:

Joined the Company

Oct. 2003:

Deputy General Manager, Matsumoto Office, Fuji
Hitachi Power Semiconductor Co., Ltd.

Feb. 2006

General Manager, Product Technology Center,
Information and Power Supply Business Division,
Semiconductor Devices Headquarters, Fuji Electric
Device Technology Co., Ltd.

Sep. 2007: Deputy General Manager, Information and Power
Supply Business Division, Semiconductor Devices
Headquarters, Fuji Electric Device Technology Co.,Ltd.
Apr. 2008:

Senior Manager, Product Planning Department,
Sales Coordination Division, Semiconductor
Development and Sales Headquarters, Fuji Electric
Device Technology Co., Ltd.

Jul. 2008:

Senior Manager, Discrete and IC Department,
Semiconductors Business Coordination Division,
Fuji Electric Device Technology Co., Ltd.

Jan. 2009:

Oct. 2009:4

Toru Hosen(Jun. 25, 1960)(Reappointment)

Deputy General Manager, Business Strategy
Coordination Division, Semiconductor Devices
Headquarters, Fuji Electric Device Technology Co.,Ltd.
Deputy General Manager, Semiconductor
Coordination Division, Semiconductor Devices
Headquarters, Fuji Electric Systems Co., Ltd.

Apr. 2011:

General Manager, Power Semiconductor Business
Division, Electronic Devices Business Group of theCompany

Apr. 2013:

General Manager, Business Coordination Division,
Electronic Devices Business Group of the Company

Apr. 2017:

Executive Officer of the Company

Ownership of
the Company’s
shares

5,300

Tenure2 years

Number ofattendance at
the Board of
Directors
meetings

13/13

Deputy Corporate General Manager, Electronic
Devices Business Group of the Company
Apr. 2018:

Corporate General Manager, Electronic Devices
Business Group of the Company

Apr. 2019:

Managing Executive Officer of the Company

Apr. 2021:

Corporate General Manager, Semiconductors
Business Group of the Company (up to thepresent)

Apr. 2022:

Senior Managing Executive Officer of theCompany (up to the present)

Jun. 2022:

Director of the Company (up to the present)[Direct duties in the Company]
Corporate General Manager, Semiconductors Business Group
Reasons for nomination as a candidate for Director
Mr. Toru Hosen was elected Director in 2022, and his tenure of office is two years.
We would ask shareholders to reelect him as Director, to perform his duties as the person responsible for the
Semiconductors Business Group. This is based on his experience holding important positions in the semiconductors
business, which the Company has placed as a growth field, and his insight into business management.

12

No.

Name, date of birth, andreappointment or new
appointment

Brief personal record, positions and direct duties in the Company
Apr. 1986:

Joined the Company

Jul. 2008:

Senior Manager, Drive Equipment Technology
Department, Drive Coordination Division, Drive
Business Headquarters, Fuji Electric Systems Co.,Ltd.

Apr. 2009:

General Manager, Complex Product Solution
Coordination Division, Drive Business
Headquarters, Fuji Electric Systems Co., Ltd.

Apr. 2010:

General Manager, Conveyance System
Coordination Division, Transportation Solution
Business Division, Environment Solution
Headquarters, Fuji Electric Systems Co., Ltd.

Apr. 2011:

General Manager, Drive Planning Coordination
Division, Drive Business Division, Power Electronics
Business Group of the Company

Oct. 2013:

General Manager, Drive Business Division, PowerElectronics Business Group of the Company

Apr. 2017:

5

Hiroshi Tetsutani(Nov. 18, 1963)(Reappointment)

Deputy Corporate General Manager, PowerElectronics Systems Business Group of theCompany
General Manager, Factory Automation Business
Division, Power Electronics Systems BusinessGroup of the Company

Apr. 2019:

Executive Officer of the Company

Ownership of
the Company’s
shares

4,600

Tenure2 years

Number ofattendance at
the Board of
Directors
meetings

13/13

Corporate General Manager, Power Electronics
System Industry Business Group of the Company
Apr. 2021:

Managing Executive Officer of the Company (upto the present)

Sep. 2021: Corporate General Manager, Power Electronics
Industry Business Group of the Company
Jun. 2022:

Director of the Company (up to the present)

Oct. 2023

Corporate General Manager, Industry BusinessGroup of the Company (up to the present)[Direct duties in the Company]
Corporate General Manager, Industry Business Group
Reasons for nomination as a candidate for Director
Mr. Hiroshi Tetsutani was elected as a Director in 2022 and his tenure of office is two years.
We would ask shareholders to reelect him as Director, to perform the duties as the person responsible for the
Industry Business Group. This is based on his experience holding important positions in the industry business,
which the Company has placed as a growth field, and his insight into business management.

13

No.

Name, date of birth, andreappointment or new
appointment

Brief personal record, positions and direct duties in the Company
Apr. 1986:

Joined the Company

Apr. 2009:

Senior Manager, Development Department I, PowerElectronics Development Center, Corporate R&D
Headquarters, Fuji Electric Systems Co., Ltd.

Jun. 2010:

General Manager, Power Electronics Technology
Center, Corporate R&D Headquarters, Fuji Electric
Systems Co., Ltd.
Senior Manager, Development Department I, PowerElectronics Technology Center, Corporate R&D
Headquarters, Fuji Electric Systems Co., Ltd.

Apr. 2011:

General Manager, Power Electronics Technology
Development Center, Product Technology
Laboratory, Corporate R&D Headquarters, Fuji
Electric Systems Co., Ltd.

Apr. 2013:

General Manager, Kobe Factory, Production
Division, Power Electronics Business Group of theCompany

Jul. 2015:

General Manager, Power Supply Division, PowerElectronics Business Group of the Company

Apr. 2017:

Deputy Corporate General Manager, Production &Procurement Group of the Company

6
Masashi Kawano(Sep. 14, 1961)(New appointment)

Ownership of
the Company’s
shares

5,100

General Manager, Monotsukuri Strategy Center,
Production & Procurement Group of the Company
Apr. 2019:

Executive Officer of the Company
Corporate General Manager, Production &Procurement Group of the Company

Apr. 2020:

Corporate General Manager, Power Electronics
System Energy Business Group of the Company

Apr. 2021:

Managing Executive Officer of the Company (upto the present)

Sep. 2021: Corporate General Manager, Power Electronics
Energy Business Group of the Company
Oct. 2023:

Corporate General Manager, Energy BusinessGroup of the Company (up to the present)[Direct duties in the Company]
Corporate General Manager, Energy Business Group
Reasons for nomination as a candidate for Director
Mr. Masashi Kawano is a new candidate for Director.
We would ask shareholders to elect him as Director, to perform the duties as the person responsible for the
Energy Business Group. This is based on his experience holding important positions in the energy business,
which the Company has placed as a growth field, and his insight into business management.

14

No.

Name, date of birth, andreappointment or new
appointment

Brief personal record and positions in the Company
Apr. 1972:

Joined ITOCHU Corporation

Jun. 2001:

Executive Officer, Chief Operating Officer, Forest
Products & General Merchandise Division, ITOCHU
Corporation

Jun. 2003:

Managing Representative Director,
President, Chemicals, Forest Products & General
Merchandise Company, ITOCHU Corporation

Apr. 2005:

Senior Managing Representative Director, Chief
Corporate Planning Officer, ITOCHU Corporation

Ownership of
the Company’s
sharesOct. 2006:

Senior Managing Representative Director, Chief
Administration Officer, ITOCHU Corporation

2,300

Apr. 2008:

Representative Executive Vice President, Executive
Advisory Officer, Chief Operating Officer, Overseas
Operations, ITOCHU Corporation

Apr. 2010:

Representative Director, Executive Vice President,
Executive Advisory Officer, ITOCHU Corporation

Jun. 2011:

Advisor, Century Tokyo Leasing Corporation (nowTokyo Century Corporation)

7
Toshihito Tamba(Mar. 13, 1950)(Reappointment)(Outside Director)(Independent Officer)

Chairman & Co-CEO, Representative Director,
Century Tokyo Leasing Corporation
Jun. 2016:

Outside Director of the Company (up to thepresent)

Apr. 2020:

Director, Tokyo Century Corporation

Jun. 2022:

Executive Adviser, Tokyo Century Corporation(up to the present)

Tenure8 years

Number ofattendance at
the Board of
Directors
meetings

13/13[Direct duties in the Company]
Nomination and Remuneration Committee chairman[Significant concurrent positions]Executive Adviser, Tokyo Century Corporation
Reasons for nomination as a candidate for Outside Director and overview of expected roles
Mr. Toshihito Tamba was elected Outside Director in 2016, and his tenure of office is eight years.
He provides valuable opinions and recommendations with regard to the overall management of the Company
based on his extensive experience and considerable insight as a management executive of a listed company.
In addition, he actively offers opinions on selection of candidates for officers and determination on remuneration,etc. for officers of the Company as the chairman of the Nomination and Remuneration Committee.
As stated above, we would ask shareholders to reelect him as Outside Director because he has played
appropriate roles in supervising business execution as an Outside Director of the Company. We expect him tocontinuously play the above roles.
Mr. Tamba currently serves as Executive Adviser at Tokyo Century Corporation. The Company conducts
transactions with the aforementioned company. In fiscal 2023, transactions with Tokyo Century Corporation
amounted to approximately 1.0 billion yen, and the amount makes up less than 1% of the total net sales of either
the Company or the aforementioned company.

15

No.

Name, date of birth, andreappointment or new
appointment

Brief personal record and positions in the Company
Apr. 1981:

Joined Hitachi Computer, Consultant Ltd. (nowHitachi Solutions, Ltd)

Oct. 2010:

General Manager, Application Systems Department,
Industrial and Retail Solutions Systems Business
Department No. 1, Industrial and Retail Solutions
Systems Business Group of Hitachi Solutions, Ltd.

Apr. 2011:

Executive Officer, Deputy General Manager, Retail
Solutions Business Division, Industrial and Retail
Solutions Systems Business Group of Hitachi
Solutions, Ltd.

Apr. 2012:

Executive Officer, General Manager, Retail
Solutions Business Division, Industrial and Retail
Solutions Systems Business Group of Hitachi
Solutions, Ltd.

Apr. 2013:

Executive Officer, General Manager, Financial
Systems Business Division, Financial Systems
Business Group of Hitachi Solutions, Ltd.

Apr. 2014:

Vice President and Executive Officer, Chief Officer,
Financial Systems Business Group of Hitachi
Solutions, Ltd.

Apr. 2015:

Vice President and Executive Officer, Chief Officer,
Social Innovation Promotion Group of Hitachi
Solutions, Ltd.
Deputy Chief Officer, Sales Operations of Hitachi
Solutions, Ltd.

8
Yukari Tominaga(Apr. 19, 1958)(Reappointment)(Outside Director)(Independent Officer)

Oct. 2015:

Vice President and Executive Officer, In charge ofSocial Innovation System Business of Hitachi
Solutions, Ltd.

Oct. 2016:

Vice President and Executive Officer, Chief Officer,
Quality Assurance Group of Hitachi Solutions, Ltd.

Apr. 2019:

Assistant to the President, Chief Diversity Officer(CDO) of Hitachi Solutions, Ltd.

Apr. 2020:

Fellow of Hitachi Solutions, Ltd.

Jun. 2020:

External Director, MORINAGA MILK INDUSTRY
CO., LTD. (up to the present)

Jun. 2021:

Outside Director, Yashima & Co., Ltd.

Jul. 2021:

Senior Advisor, SB Technology Corp.

Jun. 2022:

External Member of the Board, SB Technology
Corp. (up to the present)
Outside Director of the Company (up to thepresent)[Direct duties in the Company]
Nomination and Remuneration Committee member[Significant concurrent positions]
External Director, MORINAGA MILK INDUSTRY CO., LTD.
External Member of the Board, SB Technology Corp.

16

Ownership of
the Company’s
shares300

Tenure2 years

Number ofattendance at
the Board of
Directors
meetings

13/13

Reasons for nomination as a candidate for Outside Director and overview of expected roles
Ms. Yukari Tominaga was elected Outside Director in 2022, and her tenure of office is two years.
She provides valuable opinions and recommendations with regard to the overall management of the Company
based on her broad insight and experience in corporate management, accumulated through having held important
positions in various business fields deeply related to the Company’s business activities at a business company aswell as serving as an Outside Director of listed companies.
In addition, she actively offers opinions on selection of candidates for officers and determination on remuneration,etc. for officers of the Company as a member of the Nomination and Remuneration Committee.
As stated above, we would ask shareholders to reelect her as Outside Director because she has played
appropriate roles in supervising business execution as an Outside Director of the Company. We expect her tocontinuously play the above roles.
Ms. Tominaga previously served as Chief Diversity Officer at Hitachi Solutions, Ltd. The Company conducts
transactions with the aforementioned company. In fiscal 2023, transactions with Hitachi Solutions, Ltd. amounted
to approximately 27 million yen, and the amount makes up less than 1% of the total net sales of either theCompany or the aforementioned company.

17

No.

Name, date of birth, andreappointment or new
appointment

Brief personal record and positions in the Company
Apr. 1985:

Joined Mitsubishi Paper Mills Limited

Apr. 1999:

Manager, New Products Development Section of
Mitsubishi HiTec Paper Bielefeld GmbH

Jun. 2013:

Executive Officer, Mitsubishi Paper Mills Limited
Head, Takasago Mill of Mitsubishi Paper Mills
LimitedDeputy General Manager, Paper Division of
Mitsubishi Paper Mills Limited
Deputy General Manager, Imaging Division of
Mitsubishi Paper Mills Limited
Deputy General Manager, Specialty Materials
Division of Mitsubishi Paper Mills Limited

9
Yukihiro Tachifuji(Oct. 12, 1960)(Reappointment)(Outside Director)(Independent Officer)

Jan. 2016:

Senior Executive Officer, Mitsubishi Paper Mills
LimitedJan. 2018:

Managing Executive Officer, Mitsubishi Paper Mills
LimitedJun. 2019:

President & CEO, Mitsubishi Paper Mills Limited

Apr. 2022:

Director and Advisor, Mitsubishi Paper Mills Limited

Jun. 2022:

Advisor, Mitsubishi Paper Mills Limited

Jun. 2023

Outside Director of the Company (up to thepresent)

Ownership of
the Company’s
shares100

Tenure1 yearNumber ofattendance at
the Board of
Directors
meetings

10/10[Direct duties in the Company]
Nomination and Remuneration Committee member
Reasons for nomination as a candidate for Outside Director and overview of expected roles
Mr. Yukihiro Tachifuji was elected Outside Director in 2023, and his tenure of office is one year.
He provides valuable opinions and recommendations with regard to the overall management of the Company
based on his extensive experience and considerable insight as a management executive of a listed company.
In addition, he actively offers opinions on selection of candidates for officers and determination on remuneration,etc. for officers of the Company as a member of the Nomination and Remuneration Committee.
As stated above, we would ask shareholders to reelect him as Outside Director because he has played
appropriate roles in supervising business execution as an Outside Director of the Company. We expect him tocontinuously play the above roles.
Note:

Since he has newly assumed office as Director at the conclusion of the 147th Ordinary General Meeting of
Shareholders held on June 27, 2023, the number of attendance and the number of the Board of Directors
meetings are counted after such assumption.

18

No.

Name, date of birth, andreappointment or new
appointment

10

Brief personal record and positions in the Company
Apr. 1985:

Researcher, Building Research Institute, Ministry ofConstruction

Apr. 1991:

Associate Professor, Department of Architecture,
Musashi Institute of Technology

Oct. 1994:

Visiting Research Fellow, University of Reading(UK)

Apr. 1998:

Associate Professor, Department of Civil
Engineering, Graduate School of Engineering, The
University of Tokyo

Oct. 1999:

Associate Professor, Institute of Industrial Science,
The University of Tokyo

Apr. 2001:

Professor, Institute of Industrial Science, The
University of Tokyo

Apr. 2009:

Director General, Institute of Industrial Science, The
University of Tokyo

Apr. 2013:

Executive Vice President, The University of Tokyo

Dec. 2018: Chairman, Design-Led X Pedagogical Research
Initiative, The University of Tokyo
Tomonari Yashiro(Jul. 2, 1957)(Reappointment)(Outside Director)(Independent Officer)

Mar. 2023:

Retired The University of Tokyo

Apr. 2023:

Professor, Kochi University of Technology
Specially-appointed Professor, Tokyo City
University

Jun. 2023

Outside Director of the Company (up to thepresent)

Jan. 2024

President, Tokyo City University (up to thepresent)

Ownership of
the Company’s
shares100
Tenure1 yearNumber ofattendance at
the Board of
Directors
meetings

10/10[Direct duties in the Company]
Nomination and Remuneration Committee member[Significant concurrent positions]
President, Tokyo City University
Reasons for nomination as a candidate for Outside Director and overview of expected roles
Mr. Tomonari Yashiro was elected Outside Director in 2023 and his tenure of office is 1 year.
He has not engaged in business management, but he has extensive experience and considerable insight as anexpert in sustainable architecture and innovation management. Based on this knowledge, he provides valuable
opinions and recommendations with regard to the overall management of the Company.
In addition, he actively offers opinions on selection of candidates for officers and determination on remuneration,etc. for officers of the Company as a member of the Nomination and Remuneration Committee.
As stated above, we would ask shareholders to reelect him as Outside Director because he has played
appropriate roles in supervising business execution as an Outside Director of the Company. We expect him tocontinuously play the above roles.
Mr. Yashiro previously served as Executive Vice President at University of Tokyo which is managed by National
University Corporation, The University of Tokyo. The Company conducts transactions with the aforementioned
company. In fiscal 2023, transactions with National University Corporation, the University of Tokyo amounted toapproximately 60 million yen, and the amount makes up less than 1% of the total net sales of the Company andthe total ordinary profit of the aforementioned company. Mr. Yashiro is serving as President of Tokyo City
University which is managed by Gotoh Educational Corporation. The Company conducts transactions with theaforementioned company. In fiscal 2023, transactions with Gotoh Educational Corporation amounted toapproximately 0.5 million yen, and the amount makes up less than 1% of the total net sales of the Company andthe total operating revenue of the aforementioned company.

19

Matters Concerning Candidates for Directors
Special interests- There are no special interests between each candidate and the Company.
Matters concerning candidates for Outside Directors- Mr. Toshihito Tamba, Ms. Yukari Tominaga, Mr. Yukihiro Tachifuji, and Mr. Tomonari Yashiro are candidates
for Outside Directors.
- Each of the candidates for Outside Directors does not intend to receive large payments or transfers of assets
in other forms from the Company or specified related businesses of the Company except for Directors’
remuneration, and has not received such payments within the past two years.
- Each of the candidates for Outside Directors is not a spouse, a family member within the third degree ofkinship, or a member having similar relationship thereof of operators or non-executive officers of the Company
or specified related businesses of the Company.
Details of limited liability agreement between the candidates for Outside Directors and the Company
In accordance with laws and regulations and the Articles of Incorporation of the Company, the Company has
concluded limited liability agreements with Mr. Toshihito Tamba, Ms. Yukari Tominaga, Mr. Yukihiro Tachifuji, and
Mr. Tomonari Yashiro as follows. If this proposal is approved, their agreements with the Company shall continue
in effect.
- In the event that any of them bears liability with regard to the Company, the maximum amount of this person’s
liability to the Company will be the amount of six million yen or the minimum amount for damages stipulated in
the Companies Act, whichever is the higher, so long as this person has carried out their duties in good faithand in absence of gross negligence.
- After entering into the agreement, they will continue to fulfill their duties with care and carry out their duties as
Outside Director with due diligence.
Overview of the directors and officers liability insurance policy, under which the candidates for Directors are insured
The Company has concluded a directors and officers liability insurance policy with an insurance company, underwhich if claim for damages is made against the insured when such damage is caused by actions (including
inactions) taken when performing duties as a corporate officer, the amount of indemnification, court costs, etc.
shall be reimbursed by said insurance. All Directors (including Outside Directors) are insured, and for all who are
insured under this insurance, the insurance premium shall be fully borne by the Company.
If each candidate is elected and assumes the office as Director, the Company plans to include every such Director
as an insured in the insurance policy. In addition, when the policy is renewed, the Company plans to renew thepolicy with the same terms.

Independence of the Outside Director Candidate
Matters stipulated by the Ordinance for Enforcement of the Companies Act- Mr. Toshihito Tamba, Ms. Yukari Tominaga, Mr. Yukihiro Tachifuji, and Mr. Tomonari Yashiro have not been
operators or non-executive officers of the Company or its subsidiaries in the past.
- Mr. Toshihito Tamba, Ms. Yukari Tominaga, Mr. Yukihiro Tachifuji, and Mr. Tomonari Yashiro are notoperators or non-executive officers of specified related businesses of the Company as defined by theOrdinance for Enforcement of the Companies Act and have not been operators or non-executive officers ofspecified related businesses of the Company within the past 10 years.
Matters stipulated by the Securities Listing Regulations of the Financial Instruments Exchanges- The Company has reported Mr. Toshihito Tamba, Ms. Yukari Tominaga, Mr. Yukihiro Tachifuji, and Mr.
Tomonari Yashiro as independent officers as stipulated in the Securities Listing Regulations of the Financial
Instruments Exchanges, etc. If this proposal is approved, the Company will continue to report them as such.

20

Item 2: Election of Five (5) Audit & Supervisory Board Members
Reasons for Proposal
The terms of office of one Standing Audit & Supervisory Board Member, Mr. Junichi Matsumotoand three Outside Audit & Supervisory Board Members, Mr. Tetsuo Hiramatsu, Mr. Hirohiko
Takaoka, Ms. Yuko Katsuta will expire, and one Standing Audit & Supervisory Board Member, Mr.
Yoshio Okuno will resign, at the conclusion of this Ordinary General Meeting of Shareholders. We,
therefore, propose the election of the following five Audit & Supervisory Board Members (of which,three Outside Audit & Supervisory Board Members) due to the following reasons.
Two candidates for Standing Audit & Supervisory Board Member (No. 1-2) have been decided on
the basis of familiarity with the overall operations of Fuji Electric and the expert knowledge andexperience, etc. required for Audit & Supervisory Board Members.
Three candidates for Outside Audit & Supervisory Board Member (No. 3-5) have been decided
based on a comprehensive evaluation of their professional knowledge necessary for auditing,insights and experience necessary for multidimensional management analysis, understanding of
the management of Fuji Electric and independence from the Company described in pages 25-28
in order to strengthen the management supervisory function of Fuji Electric, and to receive
valuable advice and suggestions for management decision-making.
As mentioned above, we would ask you to approve the election of these five Audit & Supervisory
Board Members in order to strengthen compliance through highly transparent auditing.
The nomination of Audit & Supervisory Board Member candidates was made after the“Nomination and Remuneration Committee,” a discretionary committee whose membership is
made up of a majority of Outside Directors who are Independent Officers and whose chair is an
Outside Director who is an Independent Officer, deliberated and reported its findings.
We have obtained the consent of the Audit & Supervisory Board to submit this agenda.
In addition, we would ask shareholders to elect Mr. Jun Ohashi as a substitute for Mr. Yoshio
Okuno. His term of office will be until the expiration of Mr. Okuno’s term of office as Audit &Supervisory Board Member pursuant to the provisions of the Articles of Incorporation of theCompany.

21

No.

Name

Current positions in the Company

1

Junichi Matsumoto(Male)(Reappointment)

Standing Audit & Supervisory Board
Member2

Jun Ohashi(Male)(New appointment)

Senior Chief Expert of General
Manager, Internal Audit Office3

Hirohiko Takaoka(Male)

4

Yuko Katsuta(Female)5

Noriyuki Uematsu(Male)(Reappointment)(Outside Audit & Supervisory Board Member)(Independent Officer)(Reappointment)(Outside Audit & Supervisory Board Member)(Independent Officer)(New appointment)(Outside Audit & Supervisory Board Member)(Independent Officer)

22

Outside Audit & Supervisory Board
MemberOutside Audit & Supervisory Board
MemberNo.

Name, date of birth, andreappointment or new
appointment

Brief personal record and positions in the Company

Ownership of
the Company’s
shares17,400

Apr. 1982:

Joined the Company

Apr. 2002:

General Manager, Corporate Finance Department,
Corporate & Group Finance Office of the Company

TenureJul. 2009:

Executive Officer of the Company

7 years

General Manager, Corporate Finance Office of theCompany
1
Junichi Matsumoto(Mar. 26, 1960)(Reappointment)

Jun. 2010:

Director of the Company

Apr. 2011:

Executive Officer of the Company

Apr. 2012:

General Manager, Corporate Finance Office,Corporate Management Planning Headquarters of
the Company

Jun. 2012:Retired from office of Director of the Company

Jun. 2013:

Director of the Company

Jun. 2017:

Standing Audit & Supervisory Board Member of
the Company (up to the present)

Number ofattendance at
the Board of
Directors
meetings

13/13
Number ofattendance at the
Audit & Supervisory
Board meetings

9/9

Reasons for nomination as a candidate for Audit & Supervisory Board Member
Since being newly elected as Audit & Supervisory Board Member in 2017, Mr. Junichi Matsumoto has served as aStanding Audit & Supervisory Board Member, and his tenure of office is seven years.
We would ask shareholders to reelect him to perform the duties of Standing Audit & Supervisory Board Member.
This is based on his knowledge about business execution at Fuji Electric acquired through his experience as a
Director of the Company and a person responsible for finance and accounting and his insight into business
management.
If his reelection is approved at this Ordinary General Meeting of Shareholders, the Company will continue his
appointment as Standing Audit & Supervisory Board Member.

23

No.

Name, date of birth, andreappointment or new
appointment

2
Jun Ohashi(Aug. 14, 1961)(New appointment)

Brief personal record and positions in the Company
Apr. 1985:

Joined the Company

Apr. 2005:

Senior Manager, General Affairs Department,
Saitama Factory, Manufacturing Headquarters, Fuji
Electric Retail Systems Co., Ltd.

Jul. 2007:

Senior Manager, Accounting Department, Corporate
Administration Division, FFC Limited

Jun. 2008:

Finance & Accounting Department, Corporate
Management Planning Headquarters, Fuji Electric
Systems Co., Ltd.

Apr. 2010:

Senior Manager, Finance & Accounting
Department, Administration Headquarters, Fuji
Electric Systems Co., Ltd.

Apr. 2011:

Senior Manager, Administration Dept., Corporate
Planning Office of the Company

Apr. 2012:

Senior Manager, Planning Dept., Corporate
Planning Office, Corporate Management Planning
Headquarters of the Company

Apr. 2013:

Senior Manager, Business Planning Department,
Industrial Infrastructure Business Group of theCompany

Apr. 2017:

General Manager, Internal Audit Office of theCompany

Apr. 2024:

Senior Chief Expert of General Manager, Internal
Audit Office of the Company (up to the present)

Ownership of
the Company’s
shares1,000

Reasons for nomination as a candidate for Audit & Supervisory Board Member
Mr. Jun Ohashi is a new candidate for Audit & Supervisory Board Member.
We would ask shareholders to elect him to perform the duties of Audit & Supervisory Board Member. This isbased on his knowledge about business execution at Fuji Electric acquired through his experience as a person
responsible for the Company’s audit and corporate planning divisions, and the finance and accounting divisions ofsubsidiaries, and his insight into business management.

24

No.

3

Name, date of birth, andreappointment or new
appointment

Hirohiko Takaoka(Aug. 10, 1952)(Reappointment)(Outside Audit &Supervisory Board
Member)(Independent Officer)

Brief personal record and positions in the Company
Apr. 1976:

Joined The Yokohama Rubber Co., Ltd.

Jun. 2008:

Corporate Officer, General Manager of Sports
Business Div., The Yokohama Rubber Co., Ltd.

Jun. 2011:

Managing Corporate Officer, in charge of Sports
Business Div., The Yokohama Rubber Co., Ltd.
Representative Director and President, Acty
Corporation

Apr. 2012:

President, Chairman of the Board, Yokohama Tire
Japan CO., LTD.

Mar. 2015:

Audit & Supervisory Board Member, The Yokohama
Rubber Co., Ltd.

Aug. 2020: Outside Audit & Supervisory Board Member of
the Company (up to the present)

Ownership of
the Company’s
shares

1,100

Tenure3 years
10 months

Number ofattendance at
the Board of
Directors
meetings

13/13

Number ofattendance at the
Audit & Supervisory
Board meetings

9/9
Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member
Mr. Hirohiko Takaoka was elected Outside Audit & Supervisory Board Member in 2020, and his tenure of office isthree years and 10 months.
We would ask shareholders to reelect him as Outside Audit & Supervisory Board Member because while fulfilling
his responsibilities to strengthen the management auditing functions of Fuji Electric, he provides valuable opinions
and recommendations with regard to the overall management based on his extensive experience andconsiderable insight as a management executive of a company, and his expert knowledge gained from his career
history, which includes his service as an Audit & Supervisory Board Member for a listed company.
Mr. Takaoka served as Audit & Supervisory Board Member at The Yokohama Rubber Co., Ltd. The Company
conducts transactions with the aforementioned company. In fiscal 2023, transactions with The Yokohama RubberCo., Ltd. amounted to approximately 0.4 billion yen, and the amount makes up less than 1% of the total net salesof either the Company or the aforementioned company.

25

No.

Name, date of birth, andreappointment or new
appointment

4
Yuko Katsuta(Feb. 18, 1966)(Reappointment)(Outside Audit &Supervisory Board
Member)(Independent Officer)

Brief personal record and positions in the Company
Apr. 1997:

Registered as an attorney-at-law (Tokyo Bar
Association)

Apr. 1997:

Associate, Araki Law OfficeFeb. 1999:

Suzuye Patent Law Offices (now SUZUYE &SUZUYE)

Feb. 2002:

Partner, SUZUYE & SUZUYEJan. 2004:

Counsel, Legal & Intellectual Property Department,
IBM Japan, Ltd.

Jan. 2013:

Chief Privacy Officer, IBM Japan, Ltd.

Jun. 2016:

Partner, Natori Law Office (now ITN Partners)(up to the present)

Aug. 2020

Outside Audit & Supervisory Board Member of
the Company (up to the present)[Significant concurrent positions]
Partner, ITN Partners

Ownership of
the Company’s
shares0

Tenure3 years
10 months

Number ofattendance at
the Board of
Directors
meetings

12/13

Number ofattendance at the
Audit & Supervisory
Board meetings

8/9
Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member
Ms. Yuko Katsuta was elected Outside Audit & Supervisory Board Member in 2020, and her tenure of office isthree years and 10 months.
We would ask shareholders to reelect her as Outside Audit & Supervisory Board Member because while fulfilling
her responsibilities to strengthen the management auditing functions of Fuji Electric, she provides valuable
opinions and recommendations with regard to the overall management based on her expert knowledge gained
from her participation in numerous corporate legal cases as an attorney-at-law.

26

No.

Name, date of birth, andreappointment or new
appointment

Brief personal record and positions in the Company
Mar. 1985:

Joined Tohmatsu, Awoki & Co. (now Deloitte
Touche Tohmatsu LLC)

Oct. 1988:

Registered as a certified public accountant

Jun. 1997:

Joined Deloitte Tohmatsu Consulting Co., Ltd. (nowABeam Consulting Ltd.)

Jun. 1999:

Partner in charge of Manufacturing Group andKyushu Division, Deloitte Tohmatsu Consulting Co.,
Ltd.

Aug. 2003: Joined DENTSU INC.

5

Noriyuki Uematsu(Jun. 24, 1960)(New appointment)(Outside Audit &Supervisory Board
Member)(Independent Officer)

Jul. 2008:

Managing Director, Uematsu & Co. (up to thepresent)

Jul. 2011:

Representative Director, SU Consultant Co. Ltd.
(up to the present)

Ownership of
the Company’s
sharesJan. 2015:

Outside Corporate Auditor, Kamakura Shinsho, Ltd.

0

Apr. 2016:

Outside Director and Audit and Supervisory
Committee Member, Kamakura Shinsho, Ltd.

Jun. 2016:

Outside Audit & Supervisory Board Member,
Astellas Pharma Inc.

Jun. 2018:

Outside Director and Audit & Supervisory
Committee Member, Astellas Pharma Inc.

Mar. 2022:

Outside Audit & Supervisory Board Member,
Cybozu, Inc. (up to the present)[Significant concurrent positions]Managing Director, Uematsu & Co.
Representative Director, SU Consultant Co. Ltd.
Outside Audit & Supervisory Board Member, Cybozu, Inc.
Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member
Mr. Noriyuki Uematsu is a new candidate for Outside Audit & Supervisory Board Member.
We would ask shareholders to elect him as Outside Audit & Supervisory Board Member because we believe thatwhile fulfilling his responsibilities to strengthen the management auditing functions of Fuji Electric, he will provide
valuable opinions and recommendations with regard to the overall management based on a great deal ofexperience in corporate management, with a focus on corporate accounting and finance, as a certified public
accountant and an officer of a listed company.

27

Matters Concerning Candidates for Audit & Supervisory Board Members
Special interests- There are no special interests between each candidate and the Company.
Matters concerning candidates for Outside Audit & Supervisory Board Members- Mr. Hirohiko Takaoka, Ms. Yuko Katsuta, and Mr. Noriyuki Uematsu are candidates for Outside Audit &Supervisory Board Members.
- Each of the candidates for Outside Audit & Supervisory Board Members does not intend to receive large
payments or transfers of assets in other forms from the Company or specified related businesses of theCompany except for Audit & Supervisory Board Members’ remuneration, and has not received such payments
within the past two years.
- Each of the candidates for Outside Audit & Supervisory Board Members is not a spouse, a family member
within the third degree of kinship, or a member having similar relationship thereof of operators or nonexecutive officers of the Company or specified related businesses of the Company.
Details of limited liability agreement between the candidates for Outside Audit & Supervisory Board Members andthe Company
In accordance with laws and regulations and the Articles of Incorporation of the Company, the Company has
concluded limited liability agreements with Mr. Hirohiko Takaoka and Ms. Yuko Katsuta as follows. If this proposal
is approved, their agreements with the Company shall continue in effect and also the Company plans to conclude
the same agreements with Mr. Noriyuki Uematsu.
- In the event that any of them bears liability with regard to the Company, the maximum amount of this person’s
liability to the Company will be the amount of six million yen or the minimum amount for damages stipulated in
the Companies Act, whichever is the higher, so long as this person has carried out their duties in good faithand in absence of gross negligence.
- After entering into the agreement, they will continue to fulfill their duties with care and carry out their duties as
Outside Audit & Supervisory Board Members with due diligence.
Overview of the directors and officers liability insurance policy, under which the candidates for Audit & Supervisory
Board Members are insured
The Company has concluded a directors and officers liability insurance policy with an insurance company, underwhich if claim for damages is made against the insured when such damage is caused by actions (including
inactions) taken when performing duties as a corporate officer, the amount of indemnification, court costs, etc.
shall be reimbursed by said insurance. All Audit & Supervisory Board Members (including Outside Audit &Supervisory Board Members) are insured, and for all who are insured under this insurance, the insurance
premium shall be fully borne by the Company.
If each candidate is elected and assumes the office as an Audit & Supervisory Board Member, the Company
plans to include every such Audit & Supervisory Board Member as an insured in the insurance policy. In addition,
when the policy is renewed, the Company plans to renew the policy with the same terms.

Independence of the Outside Audit & Supervisory Board Member Candidate
Matters stipulated by the Ordinance for Enforcement of the Companies Act- Mr. Hirohiko Takaoka, Ms. Yuko Katsuta, and Mr. Noriyuki Uematsu have not been operators or non-executive
officers of the Company or its subsidiaries in the past.
- Mr. Hirohiko Takaoka, Ms. Yuko Katsuta, and Mr. Noriyuki Uematsu are not operators or non-executive
officers of specified related businesses of the Company as defined by the Ordinance for Enforcement of theCompanies Act and have not been operators or non-executive officers of specified related businesses of theCompany within the past 10 years.
Matters stipulated by the Securities Listing Regulations of the Financial Instruments Exchanges- The Company has reported Mr. Hirohiko Takaoka and Ms. Yuko Katsuta as independent officers as stipulated
in the Securities Listing Regulations of the Financial Instruments Exchanges, etc. If this proposal is approved,
the Company will continue to report them as such, and also will newly report Mr. Noriyuki Uematsu as anindependent officer.

28

Item 3: Introduction of a Performance-related Share-based Remuneration Plan for Directors
1. Reasons and Rationale for Proposal
The Company proposes to approval the introduction of a new performance-related share-based
remuneration plan for Directors (excluding Outside Directors; the same shall apply hereinafter)(hereinafter referred to as the “Plan”).
Remuneration of the Company’s Directors comprises base remuneration and performancerelated remuneration (Note). In order to make the linkage between Directors’ remuneration andshare value more transparent, and to enhance Directors’ awareness of contributing to theimprovement of business results as well as corporate value over the medium- to long-term fromshareholders’ perspective, we propose to newly establish share-based remuneration (notexceeding 42,000 shares per year) as part of the performance-related remuneration, separatelyfrom the existing annual bonuses (within one percent of the consolidated profit for the fiscal year
prior to the date of payment, as approved at the 131st Ordinary General Meeting of Shareholders).
The Board of Directors approved on May 23, 2024 the “Policy on the Determination of
Remuneration for Directors and Audit & Supervisory Board Members” (pages 32 to 33) based ona report from the Company’s Nomination and Remuneration Committee that deemed theintroduction of the Plan as reasonable in consideration of the purpose mentioned above. In linewith this, we decided to propose the introduction of the Plan in comprehensive view of the current
level of Directors’ remuneration, balance with the annual bonuses, and the number of Directors,
as well as the future prospects of these factors, and believe that the content of this proposal isappropriate.
Note: The Directors’ remuneration amount was approved as follows at the 131st Ordinary
General Meeting of Shareholders held on June 26, 2007 and at the 137th Ordinary
General Meeting of Shareholders held on June 25, 2013.
● Base remuneration: Within 450 million yen per year
● Performance-related remuneration (annual bonuses): Within one percent of theconsolidated profit for the fiscal year prior to the date of payment
2. Specific Calculation Method and Details of the Remuneration Amounts Associated with thePlan(1) Outline of the Plan
Outline of the Plan is as follows.
(i) The number of points determined in consideration of business results, etc. is granted to
Directors pursuant to the Officers Share Remuneration Rules formulated subject to the
Directors’ remuneration amount approved as part of this proposal, and the Company’s
shares commensurate with the number of such points are delivered at a certain time of eachyear through a trust. (The trust established under the Plan is hereinafter referred to as the“Trust.”) Directors are restricted from disposing the shares delivered during their term ofoffice under the agreement with the Company.
(ii) The shares to be delivered to Directors mentioned above are acquired by the Trust using
the funds paid in advance thereto by the Company, either in the stock market or by accepting
treasury shares disposed by the Company.
(2) Persons eligible for the Plan
Directors (excluding Outside Directors) are eligible for the Plan.
Six Directors are eligible for the Plan if Proposal Item No. 1 is approved as originally proposed.
As for Executive Officers, a performance-related share-based remuneration plan using thesame framework as the Plan shall be introduced.

29

(3) Method for calculating the number of the Company’s shares delivered to Directors and the upper
limit
Following the end of each fiscal year, the Company grants each Director points determinedreflecting respective senior management rank as well as the level of business results achievedin that fiscal year, based on the Officers Share Remuneration Rules. Each point is converted
to one common share of the Company. The upper limit of the number per fiscal year for the
points to be granted is 42,000 points, and for the share to be delivered is 42,000 shares.
The percentage of 420 voting rights on shares equivalent to the upper limit of points to be granted
to Directors per fiscal year to the 1,425,726 voting rights (as of March 31, 2024) on the total
number of outstanding shares is roughly 0.03%.
In the event of share splits, allotment of shares without contribution, or reverse share splits, etc.,
regarding the Company’s shares after the approval of this proposal, reasonable adjustments
shall be made to the upper limit of the number of points to be granted, number of points granted
and the conversion rate depending on the ratio of these share-related actions. The number ofshares to be delivered per fiscal year shall also be adjusted accordingly.
(4) Delivery of the Company’s shares, etc.
Directors receive the Company’s shares corresponding to the number of points granted after theend of each fiscal year at a certain time of each year. Certain proportions of the points granted
may remain unconverted to the Company’s shares, and cash equivalent to the market value ofsuch shares corresponding to the points may be granted at the time of retirement.
Directors who receive points shall not be entitled to the delivery of shares if their dismissal isresolved at the General Meeting of Shareholders or the Board of Directors meeting, or if they
are found to have committed certain wrongdoing during their term of office.
(5) Funding the Trust
Subject to the approval of this proposal, the Company shall introduce the Plan for the three fiscal
years from fiscal 2024 to fiscal 2026 (hereinafter referred to as the “Initial Target Period”), as well
as for a certain period thereafter (the target period of the medium-term management plan inprinciple; hereinafter together with the Initial Target Period, the “Target Period”), while paying thefollowing amount of cash to the Trust for funds for the acquisition of the Company’s shares to be
used for the delivery of these Company’s shares, etc. to Directors.
Initially, the Company establishes the Trust at an appropriate time after the approval of this
proposal and pays an amount of cash as a fund considered necessary to cover the Initial Target
Period.
For information, if the closing price at 9,647 yen on May 22, 2024 (the day preceding the date ofresolution on the introduction of the Plan at the Board of Directors) is quoted, the foregoing
required funds will amount roughly to 1,216 million yen (roughly 405 million yen per fiscal year)(Note).
Even after the Initial Target Period, the Company expects reasonable numbers of sharesnecessary for delivery to Directors under the Plan for each Target Period in principle until thetermination of the Plan, and pays additional funds considered necessary for prior acquisition ofshares to the Trust. In the case of such additional payment, the Company’s shares remaining in
the trust assets (excluding the Company’s shares in corresponding to the points granted to
Directors for the Target Periods immediately preceding such additional payment, and yet to bedelivered to Directors), and the cash (hereinafter collectively as the “Remaining Shares, etc.”)
shall be used for the funds of the delivery under the Plan for the remaining Target Period.
Additional payment shall be calculated in consideration of the Remaining Shares, etc. If theCompany decides to make additional payment, it shall be disclosed in an appropriate and timely
manner.
Note: The actual amount of cash paid to the Trust by the Company includes the estimated30

necessary expenses including trust fees, along with the funds for acquiring shares asmentioned above.
(6) The acquisition method of the Company’s shares and the number of shares to be acquired by
the Trust
The Trust shall acquire the Company’s shares by using the funds paid in a way described in (5)above, either in the stock market or by accepting the treasury shares disposed by the Company.
The upper limit of the number of the Company’s shares to be acquired by the Trust for eachTarget Period is calculated by multiplying 42,000 points, which is the upper limit of points per
fiscal year by the number of fiscal years covered in the Target Period (126,000 shares if themedium-term management plan covers three fiscal years). Details of the acquisition of theCompany’s shares by the Trust are disclosed in an appropriate and timely manner.
(7) Dividends
Dividends on the Company’s shares held in the Trust account are received by the Trust andused for acquiring the Company’s shares and for paying trust fees, etc. to the trustee responsible
for the Trust. In the case of termination of the Trust, remaining dividends shall be granted to theincumbent Directors at the time in proportion to the number of points held by each Director,
pursuant to the provisions of the Officers Share Remuneration Rules.
(8) Exercise of voting rights
Exercise of voting rights of the Company’s shares held in the Trust account shall be withheld
under all circumstances based on the instruction by the administrator of the Trust, with a view toensuring that, by this means, the voting rights of the Company’s shares held in the Trust accountremain neutral to the management of the Company.
(9) Outline of the transfer restriction agreement on the Company’s shares delivered to Directors
Directors receiving the Company’s shares during their term of office shall conclude an agreementwith the Company on transfer restriction in advance (hereinafter referred to as the “Transfer
Restriction Agreement”) including the following points. (Directors shall receive the Company’s
shares subject to conclusion of the Transfer Restriction Agreement.) The Company’s shares may
be delivered without the transfer restriction to Directors if they have already retired or with otherreasons at the time of the shares’ delivery.
1) Details of the transfer restriction
Directors shall not be allowed to transfer, attach securities interest thereon, or take othermeans for disposal of the Company’s shares delivered to them during the period from theday of the delivery to the day of their retirement from any and all positions as officer of theCompany.
2) Lifting of the Transfer Restriction
In the event of a Director’s retirement from any and all positions as officer of the Company,
the transfer restriction shall be lifted at the time of retirement.
3) Treatment in the organizational restructuring
In the event that the General Meeting of Shareholders, etc. of the Company approves amatter related to organizational restructuring, such as a merger agreement in which theCompany becomes an absorbed company during the transfer restriction period, the transfer
restriction shall be lifted based on a resolution at the Board of Directors of the Company at atime immediately preceding the business day before the effective date of such organizational
restructuring.
4) Acquisition without compensation by the Company

31

In the event of certain wrongdoing committed by Directors, the Company shall acquire
without compensation the Company’s shares held by those Directors.
The Company’s shares subject to the transfer restriction under the Transfer Restriction Agreement
are scheduled to be managed during the transfer restriction period in a dedicated account openedby the eligible Directors at a securities company designated by the Company, to ensure that theseshares are free from transfer, attachment of securities interest thereon, or any other means for
disposal during the transfer restriction period.
We would ask shareholders to leave the Plan’s details to the discretion of the Board of Directors
within the framework described above.

Policy on the Determination of Remuneration for Directors and Audit & Supervisory Board Members

In paying remuneration etc. to Directors and Audit & Supervisory Board Members of the Company,
the Company considers its duty to respond to the mandate of the shareholders, acquire andmaintain excellent personnel and provide incentive for improvement in earnings performance, andit has in place a remuneration system with set remuneration levels.
While considering changes in the business environment and data objectively compiled by third
parties, the Company continuously examines the suitability of the remuneration system and the
remuneration levels and whether there is a need to make changes.
(1) Standing Directors
Since Standing Directors are charged with a duty to improve consolidated results for eachfiscal year and realize medium- to long-term improvement in corporate value, theirremuneration is structured and managed as follows.
(i) Base remuneration
Base remuneration shall be paid as a monthly financial sum determined in advance,
applicable to that senior management rank, and at certain time of the month.
(ii) Performance-related remunerationi. Annual bonuses
Bonuses are decided by taking into full consideration consolidated results (net sales,
operating profit, profit, dividends, etc.), based on the consolidated ratio of operating
profit to net sales for the previous fiscal year, which is set as a key target in the mediumterm management plan.
Bonuses shall be paid only in instances in which dividends are paid to shareholders
from retained earnings, and at a certain time of the year. The total amount of bonuses
shall be within one percent of the consolidated profit for the fiscal year prior to the dateof payment in order to make the linkage with the consolidated results for each fiscal
year more transparent.
ii. Share-based remuneration
Share-based remuneration is decided by taking into full consideration consolidated
results (net sales, operating profit, profit, dividends, etc.), based on the consolidated
ratio of profit to net sales for the previous fiscal year in order to make the linkage withshare value more transparent.

32

The Company’s shares commensurate with the remuneration amount mentioned above
shall be delivered only in instances in which dividends are paid to shareholders fromretained earnings, and at a certain time of the year. The total number of shares to bedelivered per fiscal year shall be limited to 42,000 shares.
(2) Standing Audit & Supervisory Board Members
Remuneration for Standing Audit & Supervisory Board Members shall be paid, at certain timeof the month, as base remuneration as a monthly financial sum determined in advance,
applicable to their senior management rank, since Standing Audit & Supervisory Board
Members are charged with the duty of auditing the execution of duties across the entire Fuji
Electric.
(3) Outside Directors and Outside Audit & Supervisory Board Members
Remuneration for Outside Directors and Outside Audit & Supervisory Board Members shall be
paid, at certain time of the month, as base remuneration as a monthly financial sum determinedin advance, applicable to their senior management rank, since Outside Directors and Outside
Audit & Supervisory Board Members are charged with the duty of supervising or auditing theexecution of duties across the entire Fuji Electric.
The Board of Directors has resolved to delegate the decision on amount of remuneration foreach Director to Representative Director, Chairman of the Board and CEO Michihiro Kitazawa.
The scope of his authority is to reflect evaluations of the performance in direct duties by each
Director in line with the resolution passed in the Board of Directors, which is based on reportby the Nomination and Remuneration Committee. To ensure this authority be exercised
appropriately, the Nomination and Remuneration Committee has decided on a range within
which bonuses shall be determined based on individual evaluation and the delegated authority
shall be exercised within said range.

33

(Reference) Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members
The Company judges the applicable candidate to be fully independent from the Company when he/she does not
fall under any of the conditions listed below in addition to criteria of independence stipulated by domestic financial
instruments exchanges including the Tokyo Stock Exchange.
(1) Major shareholder
A major shareholder of the Company (who owns 10% or more of the voting rights) or its executor of business(2) Major business partner
A business partner (including attorneys-at-law, certified public accountants, tax accountants and otherconsultants, as well as law firms, audit firms, tax firms and other consulting firms) or a person executing its
business whose transactions with the Company exceed 2% of the annual consolidated net sales of theCompany or the other entity in the past three fiscal years.
(3) Major lender, etc.
A financial institution, other major creditor, or a person executing the business of these institutions that are
indispensable for the Company’s funding and on which the Company depends to the extent that it isirreplaceable.
(4) Accounting auditor
A certified public accountant who belongs to an auditing firm that serves as the accounting auditor of theCompany or employee, etc. of such auditing firm(5) Donee
A person executing the business of an organization which receives a donation exceeding 10 million yen peryear that is greater than 2% of its annual income from the Company for the past three fiscal years.

34[Reference] Policy on Cross-shareholding
The Company holds listed shares as a matter of policy in order to maintain and strengthen relations with its
investee companies. As a basic policy, we will reduce our cross-shareholdings; even if certain rationality isrecognized, we will reduce them while paying attention to the impact on management and business.
Under the basic policy, we reduced our holdings of listed stocks from 102 as of March 31, 2019 to 6 by March 31,
2024.
The Board of Directors will periodically evaluate the rationality of shareholding from the following
perspectives and disclose the evaluation details··- Necessity of maintaining and strengthening relationships with the investee companies- Comparison of capital cost and return

The voting rights that come with cross-shareholding are exercised after considering all relevant factors, including
whether the proposed action will help the issuing company to establish an appropriate corporate governanceframework and to increase its medium- to long-term corporate value, and what impact the action will have on Fuji
Electric. We also have dialogue regarding the details of the proposal, among others, with the issuing company asnecessary.

Number of cross-shareholding issues and carrying value on the balance sheet
Category

As of March 31, 2023

As of March 31, 2024

17

6

(11)

82,55592,186

9,631

68

69

1

3,970

4,151

181

85

75

(10)

86,52596,337

9,812

Number of issues
Listed stocks

Carrying value on the balance
sheet(Millions of yen)
Number of issues

Unlisted stocks

Carrying value on the balance
sheet(Millions of yen)
Number of issues

Total

Carrying value on the balance
sheet(Millions of yen)

Changes*As of March 31, 2024, in addition to the above, there were 698 million yen of deemed cross-shareholdings, bringing the total amount of crossshareholdings (including deemed cross-shareholdings) to 97,035 million yen. This represents 14.7% of consolidated net assets as of March 31,
2024.
The amount of deemed cross-shareholdings is calculated by multiplying the market value of shares as of March 31, 2024 by the number of shares
held.

(Note) As used in this Reference Materials for the General Meeting of Shareholders, the expression“Fuji Electric” refers to the company group comprising the Company, its subsidiaries, andaffiliates, and the expression “Standing Directors” refers to executive directors as prescribedin Article 2, Item 15 of the Companies Act.

35

Business Report (April 1, 2023–March 31, 2024)[Business Overview]
Overview
The targets of Fuji Electric’s Reiwa Prosperity 2023 medium-term management plan, whichconcluded with the fiscal year ended March 31, 2024, were accomplished a year ahead ofschedule in the fiscal year ended March 31, 2023. Specifically, these targets were net sales of¥1 trillion and an operating profit ratio of 8% or more. To achieve further growth in the fiscal
year ended March 31, 2024, the year of the centennial anniversary of Fuji Electric’s founding,
the Company continued to move forward with the promotion of growth strategies centered on
expanding its power electronics and power semiconductor businesses, the further
improvement of profitability through the strengthening of global manufacturing capabilities, andthe ongoing reinforcement of operating foundations focused on environmental, social, andgovernance (ESG) factors. In addition, adaptiveness toward operating environment changes
will be heightened with the goal of growing sales and profit.
In the fiscal year ended March 31, 2024, brisk capital investment by manufacturers and data
center business operators was seen amid constantly growing needs related to vehicle
electrification, energy saving, and digital infrastructure. These needs were sparked by thegrowth in investments for achieving decarbonization and promoting digitalization. Meanwhile,the demand for machine tools was weak amid ongoing economic stagnancy in China.
In this environment, ongoing steps were taken to improve profitability through production
capacity increases for power semiconductors carried out in response to growing demand,efforts to optimize production systems to accommodate demand, and promotion of local
production and consumption.
Due to these factors, increases were seen in the sales of all segments, resulting in consolidated
net sales in the fiscal year ended March 31, 2024, rising ¥93.8 billion or 9%, year on year, to¥1,103.2 billion.
Although profit was impacted by high material and energy prices as well as by rising expenses
for production capacity augmentations, overall profit was buoyed by sales volume growth coupledwith the benefits of increases to product selling prices, cost reduction activities, and foreignexchange influences. As a result, consolidated operating profit rose ¥17.2 billion year on year, to¥106.1 billion; ordinary profit was up ¥20.0 billion, to 107.8 billion; and profit attributable to ownersof parent increased ¥14.0 billion, to ¥75.4 billion. New record highs were posted for net sales,
operating profit, ordinary profit, and profit attributable to owners of parent.
Consolidated results of operations for the fiscal year ended March 31, 2024, were as follows.
Fiscal 2023 (April 1, 2023 to March 31, 2024)
Classification
Net sales
Operating profit
Ordinary profit
Profit attributable to ownersof parent
Basic earnings per share
Total assets

148th term
Fiscal 2023
¥1,103.2 billion¥106.1 billion¥107.8 billion

Up
Up
Up

¥93.8 billion YoY¥17.2 billion YoY¥20.0 billion YoY¥75.4 billion

Up¥14.0 billion YoY¥527.57¥1,271.2 billion

UpUp¥98.07 YoY¥89.6 billion YoY

36

Increase/Decrease

Business Segment Overview(¥ billion)
Business segment

147th term
Fiscal 2022

Classification

148th term
Fiscal 2023

Change (%)

Net sales

333.3

342.8

103%

Operating profit

28.6

30.1

106%

Net sales

369.8

419.9

114%

Operating profit

26.8

34.3

128%

Semiconductors

Net sales
Operating profit

206.2
32.2

228.0
36.2

111%
112%

Food and Beverage
Distribution

Net sales
Operating profit

95.3
4.4

107.3
8.8

113%
202%

Others

Net sales
Operating profit

59.8
3.7

63.2
4.3

106%
115%

Sub-total

Net sales
Operating profit

1,064.4
95.6

1,161.2
113.7

109%
119%

Net sales(54.9)(57.9)－

Operating profit (loss)

(6.7)

(7.6)

－

1,009.4

1,103.2

109%

EnergyIndustry

Eliminate/Corporate
Total

Net sales

Operating profit
88.9
106.1
119%
Note Beginning in the current fiscal year, the reportable segments were changed from the previous segments of“Power Electronics Energy,” “Power Electronics Industry,” “Semiconductors,” “Power Generation” and “Foodand Beverage Distribution” to the segments of “Energy,” “Industry,” “Semiconductors” and “Food andBeverage Distribution” in conjunction with changes to organizational structures. The figures shown for thechanges for each reportable segment were calculated using figures for the previous fiscal year that wererestated based on the segment classifications after this change.

37

Results by Business Segment[Energy]
Net sales increased 3% year on year, to ¥342.8 billion, and operating profit increased ¥1.6
billion year on year, to ¥30.1 billion.
In the Energy segment, net sales and operating profit were up year on year, despite declines
in demand in the power generation business and the ED&C components business, due toincreases in large-scale orders in the energy management business and higher demand in
the power supply and facility systems business.
・ In the power generation business, net sales were down year on year due to theabsence of large-scale renewable energy projects recorded in the previous fiscal year.
Operating results were also down year on year as a result of the lower net sales andthe increases in expenses associated with large-scale projects.
・ In the energy management business, net sales and operating results were up year on
year as a result of increases in large-scale orders for substation equipment and power
supply equipment that are used for industrial applications. These increases
outweighed the impacts of a decline in large-scale orders from solar power generation
facilities.
・ In the power supply and facility systems business, net sales and operating results
improved year on year as a result of increases in projects from data centers andsemiconductor manufacturers.
・ In the ED&C components business, net sales and operating results were down year
on year due to reductions in demand from finished machinery manufacturers and forsemiconductor production equipment.

38

[Industry]
Net sales increased 14% year on year, to ¥419.9 billion, and operating profit increased ¥7.5
billion year on year, to ¥34.3 billion.
In the Industry segment, net sales and operating profit were up year on year as a result ofhigher demand in the automation systems business, the social solutions business and theequipment construction business.
・ In the automation systems business, net sales and operating results improved year on
year, largely as a result of increased production of factory automation components.
・ In the social solutions business, net sales and operating results were up year on year,
due to increases in orders for nuclear power- and radiation-related equipment.
・ In the equipment construction business, net sales and operating results improved year
on year as a result of the recording of large-scale orders for air-conditioning equipment
construction.
・ In the IT solutions business, net sales were up year on year due to increases in largescale projects while operating results were relatively unchanged year on year becauseof differences in profitability between projects.

39[Semiconductors]
Net sales increased 11% year on year, to ¥228.0 billion, and operating profit increased ¥4.0
billion year on year, to ¥36.2 billion.
・ In the semiconductor business, net sales increased year on year due to substantial
growth in demand for power semiconductors for electrified vehicles (xEVs), despite theimpacts of declines in production and sales seen in the fourth quarter as a result offactors affecting component procurement. The growth in sales led to operating results
improving year on year, despite increased expenses accompanying the bolstering of
power semiconductor production capacity, as well as soaring raw material prices.

40

[Food and Beverage Distribution]
Net sales increased 13% year on year, to ¥107.3 billion, and operating profit increased ¥4.5
billion year on year, to an operating profit of ¥8.8 billion.
・ In the vending machine business, net sales and operating results were up year on year
because of growth in demand in Japan and the benefits of cost reduction activities.
・ In the store distribution business, net sales and operating results were up year on year
due to higher large-scale orders for counter fixtures combined with growth in demandfor convenience store equipment renovations.

[Others]
Net sales increased 6% year on year, to ¥63.2 billion, and operating profit increased ¥0.6
billion year on year, to ¥4.3 billion.

41

BUSINESS TOPICS[Energy]
Delivering storage battery systems in solar power generation equipment
We have delivered storage battery systems in the solar power generation equipment of
an automaker’s plant. This equipment is one of Japan’s largest solar power generationequipment for generating power used in-house. Excess power generated on weekends,
etc. is stored in the batteries and discharged when needed to fully utilize renewableenergy, without wasting it.
Expanding business in Southeast Asia
The Group is engaged in a growing number of business discussions with data centersand semiconductor companies. In Southeast Asia, Fuji SMBE, a Singapore-based
company that manufactures switchgears and controlgears, and other companies aremeeting robust demand and contributing to sales growth.
[Semiconductors]
Bolstering production capacity for power semiconductors used in automobiles
The increasing electrification of automobiles is driving a rise in demand for power
semiconductors, which are used to control motor drive power. To meet this robust
demand, we have increased the production capacities of our Japanese production sites
and FUJI ELECTRIC (MALAYSIA).
[Industry]
Revamping flagship general-purpose inverters
Inverters are used in machine tools, fan pumps, and conveyor lines to control the rpms
of motors, optimizing equipment operation and cutting energy consumption. We haverevamped the “FRENIC-Ace Series,” our flagship series of general-purpose inverters,
reducing their footprints by up to 30% in comparison to conventional models, as well as
enriching their predictive maintenance, high-speed communications, and other functions.
We are rolling them out globally, led by our concept of local production for local
consumption.
Expanding business in India
Fuji Electric India is leading the expansion of the Group’s business in India, which ismaintaining a high level of growth, through its initiatives promoting local design, local
production and local consumption. It is contributing to energy saving and stable energy
supply for societal infrastructure, such as the renewable energy and data centers, and ina wide range of industrial fields, such as steel and chemical plants.
[Food and Beverage Distribution]Awarded Energy Conservation Grand Prize for sustainable vending machines
Our series of sustainable vending machines received the Minister of Economy, Tradeand Industry Award in the 2023 Energy Conservation Grand Prize organized by The

42

Energy Conservation Center, Japan. These vending machines offer a maximum ofroughly 20% higher energy-savings performance compared to conventional models
thanks to the use of inverters and the improvements in heat pump performance.
Furthermore, they use multi communication units developed in-house to improve
operator work efficiency, such as assisting with product replenishment, so they
contribute to both energy and labor savings.

43

Research and Development Activities
In fiscal 2023, our efforts were focused on research and development that contributed to energy
creation, energy supply stabilization, and energy savings, as well as automation and mobility
electrification, utilizing core technologies in such areas as power semiconductors, powerelectronics, measurement and control, and heating and cooling.
The following provides an overview of these activities.
In the Energy business, we are developing a stationary hydrogen power generation system using
solid polymer fuel cell modules for automobiles. We will ensure the system has a high level ofreliability by performing JIS-conformant safety and performance testing.
Storage battery systems are expected to help adjust renewable energy supply and demand. We
developed a highly salt-resistant, outdoor PCS (PVI1400CJ-3) for 2,600kVA storage batteries foruse in these systems. By making this new PCS even more resistant to environmental damage,
we have enabled its use in an even wider range of locations.
To meet the need for larger data center capacities, we developed the UPS7500WX, a largecapacity, modular uninterrupted power supply, which has a single-unit capacity of 2,400kVA,
making it one of the industry’s highest-capacity uninterrupted power supplies. We reduce runningcosts by improving the device’s efficiency and use an integrated switchgear and control gear
design to make the UPS more space-saving.
We developed the SC-NEXT Series, a fully redesigned version of our electromagnetic switches,for which we have the top market share in Japan. The new series of switches are 28% narrower
than the previous models, helping make control panels smaller and contributing to improved
performance.
In the Industry business, we developed the FRENIC-Ace Series of general-purpose inverters
for use in machine tools and conveyor lines. The series contains a range of models, such asmodels with high-speed Ethernet connectivity, and space-saving finless models, and hasenhanced predictive maintenance functions, which are highly effective in maintenance. We
also developed the “FRENIC-GS” inverter for next-generation plants. The FRENIC-GS has
400V and 690V output voltages for use in a wide range of industries, such as the steel andautomotive industries, both in Japan and overseas. It complies with international standards,
and its renewed cooling structure and stackable storage structure realized one of the industry’s
largest stacked capacities.
Furthermore, we developed the MONITOUCH V10 Series of programmable displays, which
are used for monitoring and operating devices and machinery in manufacturing sites. They use
quad-core CPUs and have optimized applications to achieve the industry’s top-level operability,
visibility, and high-speed communication processing.
In the Semiconductors business, we developed 1,700V and 2,300V high voltage resistanceproducts equipped with the latest seventh generation IGBT/FWD X Series chips in High Power44

next Core (“HPnC”) large-capacity module packages to meet the high voltage resistance needsin the rail and renewable energy fields.
To make power electronics even smaller, lighter, and more efficient, we also developed 1,200V
and 1,700V All-SiC modules (in M295 package) equipped with second-generation SiC trenchgate MOSFETs.
For the Chinese electrified vehicle market, we developed 750V/820A direct liquid cooling power
modules (in M675 package) with further increased power density by improving our RC-IGBT
chips and cooling performance.
In the Food and Beverage Distribution business, we developed Cafe Mania, a fully automateddrip-type coffee machine for use in the restaurant industry and offices. It uses a newly
developed ultrafine mesh filter to brew coffee, preserving the fragrance and flavor of coffee
beans while minimizing unwanted flavors. It is also designed to be easy to clean and maintain,
improving its usability in restaurants and offices.

45

Capital Investment
In fiscal 2023, we made investments totaling ¥68.3 billion, including investments for bolstering
our production capacity to achieve greater sales, for testing equipment to accelerate new
product development, and for environmental measures.
Key investments were as follows.
In the Semiconductors business, we continued our large-scale investments in Fuji Electric(Malaysia) to bolster our production capacity of power semiconductor Si chips in response to
the shift to electrified vehicles and rising demand for renewable energy. We also madeinvestments to increase our production capacity of IGBT modules, primarily for automobiles, inJapan and overseas. Furthermore, we made investments to boost our production capacity of
power semiconductor SiC chips in Japan.
In the Energy business, we strive to develop products with less environmental impact and makeinvestments in large-capacity short-circuit testing equipment with the aim of early developmentof substation equipment at our Chiba Factory. At our Fukiage Factory, we installed equipment
for producing electromagnetic switches (our new SC-NEXT products), which are more compact
and energy-efficient than previous models.
As part of our investments for environmental measures to reduce greenhouse gas emissions,
we introduced solar power generation equipment in Fuji Electric Philippines, and we updated
the cogeneration system in our Matsumoto Factory. We also replaced our facilities withgreenhouse gas removal equipment and energy-saving equipment, to promote initiatives toachieve our Environmental Vision 2050.

Financing
In fiscal 2023, we redeemed the 29th series of unsecured bonds in the amount of ¥15.0 billion
and we repaid long-term borrowings, while we also procured new long-term borrowings andcommercial papers.
As a result, our consolidated bonds, commercial papers, and loans payable as of the end of
March 2024 increased by ¥0.9 billion year on year to ¥111.4 billion.

46

Initiatives contributing to ESG
To contribute to society through our energy and environmental businesses and to reinforce ouroperating foundations with the aim of achieving sustainable growth, we promote initiatives fromthe ESG (environment, society and governance) perspective in accordance with the Fuji
Electric Code of Conduct.
Environment
Our Environmental Vision 2050 aims to realize a decarbonized society, a recycling-oriented
society, and a society that is in harmony with nature. Led by this policy, we engage in various
environmental activities globally.
Environmental Vision 2050
We aim to contribute to the achievement of a decarbonized society, a recycling-oriented
society, and a society that is in harmony with nature by expanding the use of Fuji Electric’s
innovative clean energy technologies and energy-saving products.
Achieve a Decarbonized Society

Target carbon neutrality across the supply
chain

Achieve a Recycling-Oriented Society

Promote green supply chains and 3R
activities to reduce the environmental impact
to zeroAchieve a Society in Harmony with Nature

Aim for zero impact on the ecosystemthrough corporate activities that contribute tobiodiversity

Fiscal 2030 Goals
We aim to achieve the following goals in order to limit the temperature increase to 1.5°C
above pre-industrial levels.
● Greenhouse gas emissions throughout the supply chain:
Reduction of over 46% (compared to FY2019)● Greenhouse gas emissions through production:
Reduction of over 46% (compared to FY2019)● Contribution to CO2 reduction in a society through our products:
Over 59 million tons/yearPromotion of Environmental Vision 2050
To realize a decarbonized society, we have set Fiscal 2030 Goals and we are working to
reduce our greenhouse gas emissions during production and product usage.
In fiscal 2023, we introduced new technologies and reviewed our production methods to
cut the use of SF6 gas in production processes. We began using solar power in ourdomestic factories and expanded our procurement of renewable energy in our
semiconductor factories. Through these initiatives, we have cut greenhouse gas emissions
during production by 25% compared to fiscal 2019. Through our expanded sales ofenvironmentally friendly products, we have also reduced CO2 emissions associated withthe use of our products in society by 56 million tons. Both of these achieved our expected
goals.
In our initiatives to realize a recycling-oriented society, we began creating standards forenvironmentally friendly products with the goal of minimizing their environmental impact
throughout product lifecycles.

47Disclosure of information in line with TCFD Recommendations
In line with the recommendations of the TCFD (the Task Force on Climate-related Financial
Disclosures), we have disclosed the significant risks and opportunities produced by climatechange and the adaptation measures.
In fiscal 2023, we identified flooding risks resulting from the high frequency of abnormal
weather and took flooding countermeasures for minimizing damage. In addition, we
disclosed environmental investment amounts that would be necessary to reducegreenhouse gas emissions from increased production.

Society
One of the values in the Fuji Electric Code of Conduct is to “respect and value all people.”
Respect for human rights as well as health and safety are the foundation of all of our activities,
and we aim to realize a virtuous cycle of employees’ happiness and sustainable corporate
growth. We are actively investing in our human resources by encouraging the advancement ofdiverse human resources and developing our human resources.
Furthermore, with a view to building a supply chain that supports a sustainable society together
with our business partners, we ask them to conduct the self-assessment of CSR procurementin accordance with the Fuji Electric CSR Procurement Guidelines. Through this selfassessment, we strive to share issues to be addressed and to improve cooperation.
Measures for respecting human rights
In line with the United Nations Guiding Principles on Business and Human Rights, wefollow a policy of “never involved in or complicit in human rights violations.” Led by thispolicy, we carry out human rights due diligence measures every other year at our businesssites and consolidated subsidiaries in Japan and overseas.
In fiscal 2023, we conducted human rights e-learning for the employees of the Company
and subsidiaries in Japan.



Encouraging the advancement of diverse human resources
We encourage the advancement of diverse human resources, such as female employees,
senior employees, and differently abled people. For the advancement of female employees,
we are conducting intensive training and are supporting career continuity through oursystems and environment with the aim of increasing the number of female employees insupervisory positions. To encourage the advancement of senior employees, we havebegun revising our compensation system for employees aged 60 and older. We are
increasing our employment of differently abled people and expanding the scope of duties.



Developing human resources
To contribute to the sustainable growth of our companies, we are identifying division andbusiness leaders from an early stage. In terms of fostering future management candidates,
we implement human resource development programs such as OJT and selective training
based on personnel development plans. At our overseas bases, to develop local humanresources, we continue to send employees to Japan for training and to appoint them tomanagement positions.
Furthermore, to promote digital transformation (DX), we are actively developing digital
human resources.



Promoting workstyle reforms and work-life balance
To increase our employees’ awareness to improve productivity, we pay incentives to
employees who work in ways that make valuable use of their time.
We have relaxed usage requirements for our flexible working systems for employees withspecial needs, such as childcare or nursing care, to promote more flexible workstyles.
With respect to the upper limits on overtime work in the construction industry that cameinto effect in April 2024, we are making working arrangements more flexible, improving48

business processes, and creating legal and regulatory compliance systems for hiring andtraining human resources.


Employee awareness survey
Every year, we conduct an employee awareness survey and analyze results and how theresults have changed over time. We use the survey to determine the level of understanding
our employees have of our management policies and the degree of satisfaction they feel,to have employees review their own divisions, and to improve our organizational
management. For questions indicative of overall satisfaction with Fuji Electric, we have set
a target of maintaining an average score of 3.5 points or above, and in fiscal 2023 theaverage score for these questions was 3.8 points. (These questions use a five-point scale,from 1 to 5, with higher numbers indicating more positive responses.)

Governance
The Company has created and is operating a healthy, efficient, transparent, and effective
governance framework and a compliance system that ensures thorough compliance with laws,
regulations, and social norms, and also conducts thorough risk management. (For more
information regarding our corporate governance system, please see page 70.)
In addition, the Company appropriately responds to “Japan’s Corporate Governance Code”
stipulated by Tokyo Stock Exchange.
Improving the effectiveness of governance
The Company evaluates the effectiveness of the Board of Directors through the use of athird-party survey and makes improvements to address the identified issues. Initiatives andissues related to ESG, etc., are shared among Directors so that the Board of Directors canengage in more active deliberations regarding medium- and long-term management issues.
The Company also actively promotes constructive dialog with shareholders and investors
to contribute to sustainable growth and to the medium- and long-term improvement ofcorporate value.

Strengthen capability to cope with risks
Based on the “Fuji Electric Risk Management Rules,” we are working to prevent risks frommaterializing and to minimize their impact by thoroughly and appropriately managing andcountering various risks.
In order to strengthen our business continuity capabilities, we use the BCP system, which
can quickly grasp the potential impact of incidents, such as large-scale natural disasters
and accidents, on the safety and production operations of our business partners, and are
expanding the multi-sourcing of our material procurement.
We have formulated policies and regulations related to information security. We provide
regular training to our employees to improve their information security knowledge and skills.
To respond to increasingly diversified and sophisticated cyber-security threats, we
endeavor to strengthen our security response structures, our monitoring of signs of new
cyber-attacks and for preventing information leakage, and our information system defense
and attack monitoring functions.



Reducing cross-shareholding
We are engaging in a reduction of our cross-shareholdings from the perspective of capitalefficiency. We hold 6 listed stocks as of the end of fiscal 2023, a reduction of 11 stocks
year on year.

49

ENVIRONMENTAL TOPICS
Selection as an “A List (climate change)” company by CDP for the fifth consecutive year
For the fifth consecutive year, we were selected as an “A List” company, the top ratingof CDP*, as one of the most excellent companies at climate change initiatives andinformation disclosure.
* CDP is an international environmental NGO that investigates, evaluates and discloses
companies’ environmental measures.

50

Challenges to Be Addressed
Management plan for fiscal 2024
In May 2024, we announced our three-year medium-term management plan that finishes infiscal 2026. This plan adopts a fundamental policy of “improvement of corporate values throughmanagement emphasizing profit.” Our management plan for fiscal 2024, the first year of themedium-term management plan, is presented below.
We have set targets for fiscal year 2024, namely, net sales of ¥1,114.0 billion, operating profitof ¥109.0 billion, and profit attributable to owners of parent of ¥76.5 billion. The priority
measures to be implemented by the individual businesses are as follows.
[Energy]
We will strive to take on new projects by proposing whole solutions that include renewableenergy, energy management systems, storage systems, and related substation equipment
to meet our customers’ decarbonization needs.
For Japanese and overseas data centers and semiconductor factories, which arecontinuing to see future growth, we will take on new orders for uninterrupted power
supplies (UPS), substation equipment, and the like, and we will develop competitive new
products.
We will also strive to increase sales for the ED&C components business by launching new
power distribution and control equipment products that realize energy savings andreduction in size.
[Industry]
We will create strong components and enhance systems using those strong components
to lead to our business expansion. We will reinforce our production systems based on local
production for local consumption globally, to reduce lead times and reduce costs. Throughthese efforts, we will enhance the profitability of our overseas businesses in India and othercountries.
To meet demand for updating plant facilities in materials fields, such as the steel field, andin chemicals fields, we will strengthen package proposals that contribute to our customers’
green transformation (GX) and digital transformation (DX) by combining energy-saving
products and control systems.
[Semiconductors]
In response to growing demand for power semiconductors for electrified vehicles andrenewable energy applications, we will continue to focus on bolstering our production
capacity and will also engage in flexible production according to changes in demand. The
adoption of next-generation SiC material in electrified vehicles is accelerating, and we will
work to expand sales by developing and mass-producing highly efficient new products.
[Food and Beverage Distribution]
We will improve our profitability by providing high-value-added products that cut energy
usage and increase operation efficiency through use of digital technologies, helping
address social issues such as reducing environmental impacts and dealing with labor
shortages. We will roll out new products in new fields, such as the restaurant anddistribution industries, and expand our business.
Reinforcement of operating foundations, which help improve our corporate value
In order to reinforce our operating foundations, which help improve our corporate value, we willcontinue our activities globally to address key ESG issues.

51

[Environment]
We will procure and introduce renewable energy to achieve the Fiscal 2030 Goals set forthin our Environmental Vision 2050. At the same time, we will promote further CO2 emissions
reduction contributions of our products.
[Society]
We will work to encourage the advancement of diverse human resources and job
satisfaction. We will acquire a diverse workforce and further promote the advancement offemale employees and senior employees. We will also carry out reskilling and create more
flexible workstyles.
[Governance]
In the face of increasingly diverse management risks, we will work to improve theeffectiveness of the Board of Directors. At the same time, we will enhance compliance byenriching and expanding the Fuji Electric Compliance Program and promoting more active
use of our Business Ethics Whistle-Blowing Systems. Furthermore, we will also strengthen
our capability to cope with risks by making ongoing improvements in our BCP.

52

[Dividends of Surplus]
Policies Relating to Decisions on the Dividend of Surplus, etc.

We intend to return profit gained through business activities to shareholders. At the sametime—while maintaining and strengthening our management foundation—we intend to
appropriate profit for consolidated shareholders’ equity in order to secure internal reserves forresearch and development, capital investment, human resources development, and otherinvestments reflecting a medium- to long-term viewpoint.
We will determine the amount of dividends to be paid from retained earnings in light of theabove medium- to long-term business cycle; our policy of paying stable and continuous
dividends; and comprehensive consideration of the business results of the relevant fiscal year,
research and development and capital investment plans for future growth, and businessconditions.
We regard the acquisition of treasury shares as a flexible mechanism to supplement dividends
when warranted by the cash flow position.
Moreover, the capital strategies as prescribed by Article 459, Paragraph 1 of the Companies
Act, shall be conducted with a view to strengthening consolidated shareholders’ equity.
Also the matters prescribed by Article 459, Paragraph 1 of the Companies Act will be decided
by resolution of the Board of Directors, or the Ordinary General Meeting of Shareholders.

Year-End Dividend for Fiscal Year Ended March 31, 2024

Based on the policies relating to decisions on the dividend of surplus, etc. described in theabove, the Company resolved to pay a year-end dividend of ¥75 per share at the meeting of
the Board of Directors held on May 23, 2024, with due consideration given to the consolidated
operating results for the current and next period, financial conditions, and other factors.
The annual dividend for the fiscal 2023 amounted to ¥135 per share including the amount ofinterim dividend.

53

[Consolidated Financial Results and Trends in Assets]
Classification
Net sales(¥ billion)
Operating profit(¥ billion)
Ordinary profit(¥ billion)
Profit attributable to(¥ billion)
owners of parent
Basic earnings per share (¥)
Total assets(¥ billion)
Annual dividend per
(¥)
share

145th term
Fiscal 2020
875.9
48.6
50.4

146th term
Fiscal 2021
910.2
74.8
79.3

147th term
Fiscal 2022
1,009.4
88.9
87.8

148th term
Fiscal 2023
1,103.2
106.1
107.8

41.9

58.7

61.3

75.4

293.52
1,052.0410.68
1,117.1

429.501,181.6

527.57
1,271.2

85.0

100.0

115.0

135.0

54

[Remuneration for Directors and Audit & Supervisory Board Members]
Policy on the Determination of Remuneration for Directors and Audit &Supervisory Board Members(1) Details of the policy
In accordance with the Board of Directors’ resolutions, the Company set the policy on
determination of remuneration for the Company’s Directors and Audit & Supervisory Board
Members as described below.
In paying remuneration etc. to Directors and Audit & Supervisory Board Members of theCompany, the Company considers its duty to respond to the mandate of the shareholders,acquire and maintain excellent personnel and provide incentive for improvement in earnings
performance, and it has in place a remuneration system with set remuneration levels.
While considering changes in the business environment and data objectively compiled by third
parties, the Company continuously examines the suitability of the remuneration system and the
remuneration levels and whether there is a need to make changes.
1. Standing Directors
Since Standing Directors are charged with a duty to improve consolidated results foreach fiscal year and realize medium- to long-term improvement in corporate value, theirremuneration is structured and managed as follows.
(i) Base remuneration
Base remuneration shall be paid as a monthly financial sum determined in advance,
applicable to that senior management rank, and at certain time of the month.
A portion of the remuneration of Standing Directors, applicable to that senior
management rank, shall be contributed to the Director Shareholding Association toshare the economic interests of shareholders and as an incentive to makemanagement aware of share value.
(ii) Performance-related remuneration
The amount of performance-related remuneration to be paid shall be decided bycomprehensively taking into consideration consolidated results (net sales, operating
profit, profit, dividends, etc.) using, as a basis, the consolidated ratio of operating
profit to net sales, which is set as a key target in the medium-term management plan,for the previous year.
Performance-related remuneration shall be paid only in instances in which dividends
are paid to shareholders from retained earnings, and at certain time of the year. The
total amount of performance-related remuneration shall be within one percent of theconsolidated profit for the fiscal year prior to the date of payment in order to makethe linkage with consolidated results for each fiscal year more transparent.
In the consolidated ratio of operating profit to net sales for results in the fiscal year ended
March 31, 2024, of 9.6%, the ratio of performance-related remuneration to remuneration
was 56.5%.
2. Standing Audit & Supervisory Board Members
Remuneration for Standing Audit & Supervisory Board Members shall be paid, at certain
time of the month, as base remuneration as a monthly financial sum determined inadvance, applicable to their senior management rank, since Standing Audit &Supervisory Board Members are charged with the duty of auditing the execution of duties
across the entire Fuji Electric.
Standing Audit & Supervisory Board Members may acquire shares in the Company attheir own discretion.

55

3. Outside Directors and Outside Audit & Supervisory Board Members
Remuneration for Outside Directors and Outside Audit & Supervisory Board Members
shall be paid, at certain time of the month, as base remuneration as a monthly financial
sum determined in advance, applicable to their senior management rank, since Outside
Directors and Outside Audit & Supervisory Board Members are charged with the duty ofsupervising or auditing the execution of duties across the entire Fuji Electric.
Outside Directors and Outside Audit & Supervisory Board Members may acquire sharesin the Company at their own discretion.
The Board of Directors has resolved to delegate the decision on amount of remuneration foreach Director to Representative Director, Chairman of the Board and CEO Michihiro Kitazawa.
The scope of his authority is to reflect evaluations of the performance in direct duties by each
Director in line with the resolution passed in the Board of Directors, which is based on reportby the Nomination and Remuneration Committee. To ensure this authority be exercised
appropriately, the Nomination and Remuneration Committee has decided on a range within
which bonuses shall be determined based on individual evaluation and the delegated authority
shall be exercised within said range.
(2) Method for determining the policy
The Company has established the Nomination and Remuneration Committee to discuss
policies and standards relating to remuneration of Directors and Audit & Supervisory Board
Members and details of remuneration of Directors and Audit & Supervisory Board Members.
Consisting of a majority of Outside Directors and chaired by an Outside Director, theNomination and Remuneration Committee considers changes in the business environment anddata objectively compiled by third parties and discusses the suitability of policies and standards
relating to remuneration and the remuneration levels before reporting to the Board of Directors.
Thereby, the Board of Directors resolves on policy on the determination respecting details of
said report.
(3) Reasons for which the Board of Directors judges details of remuneration of
Directors and Audit & Supervisory Board Members are in line with the policy
for fiscal 2023
Regarding determination of remuneration for Directors and Audit & Supervisory Board
members, the Nomination and Remuneration Committee makes consideration from various
perspectives in matters such as whether is it in line with the policy on the determination and
the Board of Directors respects the Committee’s report and judges it in line with the policy on
the determination.

56

Total Amount, etc. of Remuneration Paid to Directors and Audit &Supervisory Board Members for Fiscal 2023
Classification

Total Remuneration(¥ million)

Remuneration by Type (¥ million)
Base Remuneration

Performance-related Number of Recipients
remuneration

Directors

845

383

462

12

(Outside)

(50)

(50)

(-)

(6)

Audit & Supervisory Board Members

91

91

-

5

(Outside)

(29)

(29)

(-)

(3)

Total

937

475

462

17

(Outside)

(79)

(79)

(-)

(9)

(Notes) 1. The amounts of remuneration for Directors were resolved as follows at the 131st Ordinary General Meeting of
Shareholders held on June 26, 2007, at the 137th Ordinary General Meeting of Shareholders held on June 25, 2013
and at the 146th Ordinary General Meeting of Shareholders held on June 28, 2022.
(1) Directors (excluding Outside Directors)
Total amount of the fixed amount (i) and performance-related amount (ii) as below(i) within ¥450 million per year(ii) within one percent of the consolidated profit for the fiscal year prior to the date of payment(2) Outside Directors
within ¥100 million per year
The number of Directors at the conclusion of the 131st Ordinary General Meeting of Shareholders was eight (of which,
two Outside Directors), the number of Directors at the conclusion of the 137th Ordinary General Meeting of
Shareholders was ten (of which, three Outside Directors) and the number of Directors at the conclusion of the 146th
Ordinary General Meeting of Shareholders was ten (of which, four Outside Directors).
2. The amounts of remuneration for Audit & Supervisory Board Members were resolved as ¥120 million per year at the
131st Ordinary General Meeting of Shareholders held on June 26, 2007. The number of Audit & Supervisory Board
Members at the conclusion of said General Meeting of Shareholders was five.
3. Representative Director, Chairman of the Board and CEO Michihiro Kitazawa decides the amount of remuneration foreach Director based on the resolution to delegate the decision to him by the Board of Directors. The scope of his
authority is to reflect evaluations of the performance in duties by each Director in line with the resolution passed in the
Board of Directors, which is based on report by the Nomination and Remuneration Committee. The reason fordelegating this authority to a Representative Director is that the Company judges a Representative Director mostsuitable to make comprehensively evaluations based on the operating environment, the Company’s business results,
and performance in direct duties by each Director. To ensure this authority be exercised appropriately, the Nomination
and Remuneration Committee has decided on a range within which performance-related remuneration shall be
determined based on individual evaluation and the delegated authority shall be exercised within said range.

57

4. As described earlier in “Policy on the Determination of Remuneration for Directors and Audit & Supervisory Board
Members,” a portion of the base remuneration of Standing Directors shall be contributed to the Director Shareholding
Association with the obligation to acquire shares of the Company. The following table shows the amount contributed
to the Director Shareholding Association, including voluntary contributions, together with the amount of shares of theCompany acquired.
Contribution to Director
Shareholding Association(¥ million)

Shares of the Company acquired(hundreds of shares)

Directors

31

48

Audit & Supervisory Board Members

69(Note)As used in this Business Report, the expression “Standing Directors” refers to executive directors as prescribed in Article
2, Item 15 of the Companies Act.

58

[Corporate Overview]
Share Information (as of March 31, 2024)
1.

Authorized shares:

320,000,000

2.

Issued shares:

149,296,991

3.

Number of shareholders:
40,930(a decrease of 1,592 from the end of the previous term)

4.

Shareholdings by type of shareholder
Classification

Financial institutions/Securities firms
Other domestic corporations
Foreigners
Individuals and others
Total

Number ofshareholders(persons)
129
435
888
39,47840,930

Number of shares(shares)
60,896,310
8,490,658
59,796,629
20,113,394
149,296,991

Ratio ofshareholding
(%)
40.79
5.69
40.05
13.47
100.00(Note) “Individuals and others” includes treasury shares.

5.

Top ten shareholders
Number of shares(thousands ofshares)Ratio of shareholding(%)

The Master Trust Bank of Japan, Ltd. (Trust Account)

25,108

17.58

Custody Bank of Japan, Ltd. (Trust Account)

17,024

11.92

Asahi Mutual Life Insurance Company

3,955

2.77

3,059

2.14

MSIP CLIENT SECURITIES

2,691

1.88

FANUC CORPORATION

2,684

1.88

STATE STREET BANK WEST CLIENT – TREATY 505234

2,409

1.69

SSBTC CLIENT OMNIBUS ACCOUNT

2,226

1.56

FURUKAWA CO., LTD.

2,205

1.54

NORTHERN TRUST CO. (AVFC) RE FIDELITY FUNDS

2,138

1.50

Name

National Mutual Insurance Federation of Agricultural
Cooperatives(Notes) 1. Treasury shares of 6,466,915 shares are excluded from the above list of top ten shareholders.
2. Ratio of shareholding is calculated by deducting treasury shares from the total number of issued shares based on theprovisions of the Ordinance for Enforcement of the Companies Act.

Type of Bonds with Share Acquisition Rights (as of March 31, 2024)
Not applicable.

59

Status of Directors and Audit & Supervisory Board Members
1.

Directors and Audit & Supervisory Board Members
NameMichihiro Kitazawa

Shiro Kondo

Toshihito Tamba
Yukari Tominaga
Yukihiro Tachifuji
Tomonari Yashiro
Michio Abe

Junichi Arai

Toru Hosen
Hiroshi Tetsutani
Yoshio Okuno
Junichi Matsumoto
Tetsuo Hiramatsu
Hirohiko Takaoka
Yuko Katsuta

Positions and direct duties in the Company
Representative
Director
Chairman of theBoard and CEO(Chief Executive
Officer)
Representative
Director
President and COO(Chief Operating
Officer)
Outside Director
Outside Director
Outside Director
Outside Director
Director

Nomination and Remuneration Committee member

President
Nomination and Remuneration Committee member

Nomination and Remuneration Committee chairman
Nomination and Remuneration Committee member
Nomination and Remuneration Committee member
Nomination and Remuneration Committee member
Senior Managing Executive Officer
In charge of Production & Procurement and Power Generation
Business
Director
Senior Managing Executive Officer
Corporate General Manager, Corporate Management Planning
Headquarters
General Manager, Export Administration Office
In charge of compliance management
Director
Senior Managing Executive Officer
Corporate General Manager, Semiconductors Business Group
Director
Managing Executive Officer
Corporate General Manager, Industry Business Group
Standing Audit & Supervisory Board Member
Standing Audit & Supervisory Board Member
Outside Audit & Supervisory Board Member
Outside Audit & Supervisory Board Member
Outside Audit & Supervisory Board Member(Notes) 1. The term of Directors has been set as one (1) year in order to clarify the management responsibilities of individual
Directors with regard to each given fiscal year and construct a management system that can quickly respond to changes
in the operating environment.
2. The Company has established the Nomination and Remuneration Committee as an advisory body to the Board of
Directors to further enhance corporate governance by strengthening the fairness, transparency and objectivity of theprocedures relating to the nomination and remuneration of Directors and Audit & Supervisory Board Members.
The majority of Nomination and Remuneration Committee members are Outside Directors and it is chaired by an
Outside Director.
3. We expect Outside Directors to play roles in strengthening the management supervisory function and ensuring
adequacy and appropriateness of decision-making related to the execution of business. To this end, Mr. Toshihito
Tamba, Mr. Yukihiro Tachifuji, who are experienced managers in listed companies, Ms. Yukari Tominaga, who has
extensive experience in corporate management, and Mr. Tomonari Yashiro, who is an expert in academic fields closely
related to Fuji Electric’s business, were selected as Outside Directors at the General Meeting of Shareholders as
persons who have an understanding of the Fuji Electric’s management, as well as insights and experience necessary
for making multifaceted management decisions.
Mr. Toshihito Tamba, Ms. Yukari Tominaga, Mr. Yukihiro Tachifuji, and Mr. Tomonari Yashiro are reported as
Independent Officers as stipulated by the Securities Listing Regulations of the Financial Instruments Exchanges.
4. We expect Outside Audit & Supervisory Board Members, along with Outside Directors, to be conducive to ensuring theadequacy and legality of decision-making related to the execution of business, as well as to play roles in strengthening
the management audit function, by giving advice and making suggestions about the entire spectrum of management
activities at meetings of the Board of Directors and on other occasions. To this end, Mr. Tetsuo Hiramatsu, who is anexperienced manager in a financial institution, Mr. Hirohiko Takaoka, who is an experienced Audit & Supervisory Board
Member for a listed company, and Ms. Yuko Katsuta, who is an attorney-at-law, were selected as Outside Audit &60Supervisory Board Members at the General Meeting of Shareholders upon obtaining approval at a meeting of the Audit& Supervisory Board as persons who have expertise and experience necessary for performing audits.
Mr. Tetsuo Hiramatsu, Mr. Hirohiko Takaoka, and Ms. Yuko Katsuta are reported as Independent Officers as stipulatedby the Securities Listing Regulations of the Financial Instruments Exchanges.
5. The financial, accounting and other expertise possessed by each Audit & Supervisory Board Member is as follows:•Standing Audit & Supervisory Board Member Yoshio Okuno is highly knowledgeable about sales & marketing andoverall corporate management, which he has gained from his longstanding career in Fuji Electric as Representative
Director, Executive Vice President and person in charge of the sales and other divisions mainly in the overseas
plants.
•Standing Audit & Supervisory Board Member Junichi Matsumoto is highly knowledgeable about financial andaccounting matters and overall corporate management, which he has gained from his longstanding career in Fuji
Electric as person in charge of finance and accounting division, including Director.
•Outside Audit & Supervisory Board Member Tetsuo Hiramatsu is highly knowledgeable of financial and accounting
matters and overall corporate management, which he has gained from his previous career in the management offinancial institutions.
•Outside Audit & Supervisory Board Member Hirohiko Takaoka is highly knowledgeable about auditing and overall
corporate management, which he has gained from his career history having been a management executive of acompany and an Audit & Supervisory Board Member for a listed company.
•Outside Audit & Supervisory Board Member Yuko Katsuta is highly knowledgeable about overall corporate legal
matters thanks to her involvement as an attorney-at-law in many corporate legal matters.
6. The positions and direct duties of a Director were changed on April 1, 2024 as follows:
Michio Abe
Director

2.

Significant Concurrent Positions of Directors and Audit & Supervisory Board
Members(1) Directors
NameToshihito Tamba
Yukari Tominaga
Yukihiro Tachifuji
Tomonari Yashiro
Hiroshi Tetsutani(Notes)Significant concurrent positions
Executive Adviser, Tokyo Century Corporation
External Director, MORINAGA MILK INDUSTRY CO., LTD.
Outside Director, Yashima & Co., Ltd. [retired on June 29, 2023]
External Member of the Board, SB Technology Corp.
Advisor, Mitsubishi Paper Mills Limited [retired on December 31, 2023]
Professor, Kochi University of Technology [retired on December 31, 2023]
Specially-appointed Professor, Tokyo City University [retired on December 31, 2023]
President, Tokyo City University [assumed office on January 1, 2024]
Chairman, Shanghai Electric Fuji Electric Power Technology (Wuxi) Co., Ltd.

1. Information in brackets [ ] indicates the date on which the person began or ceased holding the concurrent position
during the current fiscal year.
2. Mr. Hiroshi Tetsutani retired from Chairman of Shanghai Electric Fuji Electric Power Technology (Wuxi) on April 1,
2024.
3. There is no noteworthy relationship based on Article 124 of the Ordinance for Enforcement of the Companies Act
between the Company and the other company where Outside Director serves concurrent position.

61

(2) Audit & Supervisory Board Members
Name
Tetsuo Hiramatsu
Yuko Katsuta(Notes)3.

Significant concurrent positions
Chairman & Representative Director, Chuo-Nittochi Co., Ltd. [retired on June 26, 2023]
Senior Advisor, Chuo-Nittochi Co., Ltd. [assumed office on June 26, 2023]
Chairman & Representative Director, Chuo-Nittochi Group Co., Ltd. [retired on June 26,
2023]
Attorney-at-law (Partner, ITN Partners)

1. Information in brackets [ ] indicates the date on which the person began or ceased holding the concurrent position
during the current fiscal year.
2. Besides the above, there is no noteworthy relationship based on Article 124 of the Ordinance for Enforcement of theCompanies Act between the Company and the other companies where Outside Audit & Supervisory Board Members
serve concurrent positions.

Overview of Directors and Officers Liability Insurance Policy
The Company has concluded a Directors and Officers liability insurance policy with aninsurance company, under which if claim for damages is made against the insured whensuch damage is caused by actions (including inactions) taken when performing duties
as a corporate officer, compensations for such damages and court costs, etc. shall bereimbursed by said insurance. Directors, Audit & Supervisory Board Members andExecutive Officers of the Company and its subsidiaries are insured, and for all who are
insured under this insurance, the insurance premium shall be fully borne by theCompany.

62

4. Status of Outside Directors and Outside Audit & Supervisory Board Members(1) Major activities(i) Outside Directors
Name

Number ofattendance at
the Board of
Directors
meetings(attended/held)

Toshihito
Tamba

13/13

YukariTominaga

13/13

Yukihiro
Tachifuji

10/10

Tomonari
Yashiro10/10(Note)

Opinions offered and overview duties performed regarding expectedroles as an Outside Director
Mr. Toshihito Tamba is expected to fulfill the management supervisory
function and has offered necessary opinions concerning the overall business
management including the following items at the Board of Directors
meetings as appropriate, based on his extensive experience andconsiderable insight as an experienced manager of a listed company. He
has played an appropriate role in strengthening the management
supervisory function and ensuring adequacy and appropriateness ofimportant decision-making of Fuji Electric.
- Formulation of business plans by taking into account changes in themarket environment- Appropriate way of IR activities
Moreover, he attended all four Nomination and Remuneration Committee
meetings held in the current fiscal year as the chairman and led thesupervisory function in appointment of candidates for Directors and Audit &Supervisory Board Members and the process of determining remunerations
for Directors and Audit & Supervisory Board Members from an objective andneutral standpoint.
Ms. Yukari Tominaga is expected to fulfill the management supervisory
function and has offered necessary opinions concerning the overall business
management including the following items at the Board of Directors
meetings as appropriate, based on her extensive experience andconsiderable insight in corporate management. She has played an
appropriate role in strengthening the management supervisory function andensuring adequacy and appropriateness of important decision-making of
Fuji Electric.
- Appropriate way of promoting the advancement of diverse personnel- Initiatives to expand the IT solutions business
Moreover, she attended three Nomination and Remuneration Committee
meetings held in the current fiscal year as a member of the committee andfulfilled the supervisory function in appointment of candidates for Directors
and Audit & Supervisory Board Members and the process of determining
remunerations for Directors and Audit & Supervisory Board Members froman objective and neutral standpoint.
Mr. Yukihiro Tachifuji is expected to fulfill the management supervisory
function and has offered necessary opinions concerning the overall business
management including the following items at the Board of Directors
meetings as appropriate, based on his extensive experience andconsiderable insight as an experienced manager of a listed company. He
has played an appropriate role in strengthening the management
supervisory function and ensuring adequacy and appropriateness ofimportant decision-making of Fuji Electric.
- Initiatives to optimize inventory- Strengthening of risk management in plant-related projects
Moreover, he attended three Nomination and Remuneration Committee
meetings held in the current fiscal year as a member of the committee andfulfilled the supervisory function in appointment of candidates for Directors
and Audit & Supervisory Board Members and the process of determining
remunerations for Directors and Audit & Supervisory Board Members froman objective and neutral standpoint.
Mr. Tomonari Yashiro is expected to fulfill the management supervisory
function and has offered necessary opinions concerning the overall business
management including the following items at the Board of Directors
meetings as appropriate, based on his professional standpoint andconsiderable insight in sustainable architecture and innovation
management. He has played an appropriate role in strengthening themanagement supervisory function and ensuring adequacy andappropriateness of important decision-making of Fuji Electric.
- Initiatives to realize a Decarbonized Society- Strengthening of risk management in plant-related projects
Moreover, he attended three Nomination and Remuneration Committee
meetings held in the current fiscal year as a member of the committee andfulfilled the supervisory function in appointment of candidates for Directors
and Audit & Supervisory Board Members and the process of determining
remunerations for Directors and Audit & Supervisory Board Members froman objective and neutral standpoint.

Since Mr. Yukihiro Tachifuji and Mr. Tomonari Yashiro newly assumed the office of Director at the conclusion of the147th Ordinary General Meeting of Shareholders held on June 27, 2023, the above status on attendance at the Boardof Directors meetings refers to those meetings held after their assumption.

63

(ii) Outside Audit & Supervisory Board Members

Name

TetsuoHiramatsu

Number ofattendance at
the Board of
Directors
meetings
Number ofattendance at
the Audit &Supervisory
Board meetings(attended/held)

Opinions offered

12/13
8/9

Offered necessary opinions at meetings of the Board of Directors as
appropriate, concerning the contents of meeting items and the Fuji
Electric’s business activities, based on his extensive experience andconsiderable insight as an experienced manager in financial
institutions. Also, at meetings of the Audit & Supervisory Board,confirmed the legality of business activities overall from the viewpointof ensuring legal compliance, and offered appropriate opinions.

Hirohiko
Takaoka

13/13
9/9

Yuko
Katsuta

12/13
8/9

Offered necessary opinions at meetings of the Board of Directors as
appropriate, concerning the contents of meeting items and the Fuji
Electric’s business activities, based on his extensive experience andconsiderable insight as an experienced Full-time Audit & Supervisory
Board Member, etc. of listed Companies. Also, at meetings of the Audit& Supervisory Board, confirmed the legality of business activities
overall from the viewpoint of ensuring legal compliance, and offeredappropriate opinions.
Offered necessary opinions at meetings of the Board of Directors as
appropriate, concerning the contents of meeting items and the Fuji
Electric’s business activities, based on her professional experience as
an attorney-at-law. Also, at meetings of the Audit & Supervisory Board,confirmed the legality of business activities overall from the viewpointof ensuring legal compliance, and offered appropriate opinions.

(2) Outline of limited liability agreement with Outside Directors and Outside
Audit & Supervisory Board Members
In accordance with laws and regulations and the Articles of Incorporation of the Company,
the Company has concluded a limited liability agreement with each Outside Director andOutside Audit & Supervisory Board Member stipulating that in the event that he or she bears
liability with regard to the Company, the maximum amount of his or her liability to theCompany will be the amount of ¥6 million or the minimum amount for damages stipulated in
the Companies Act, whichever is higher, so long as he or she has carried out his or her duties
in good faith and in absence of gross negligence.
In the agreement, the Company has set forth articles to provide instruction ensuring that
duties of due diligence as Outside Director or Outside Audit & Supervisory Board Member
are fulfilled and these duties are executed sincerely even after the conclusion of theagreement to ensure the propriety of duties of Outside Director and Outside Audit &Supervisory Board Member.

64

Matters Related to Accounting Auditor
1. Designation of accounting auditor

ERNST & YOUNG SHINNIHON LLC

2. Accounting auditor remuneration for the period
Payment amounts(¥ million)

Category(i)Remuneration and other amounts payable by the Company for theperiod(ii) Total profit on cash and other financial assets payable by the Company
and its subsidiaries

184
345

(Notes) 1. In the audit contract between the Company and the accounting auditor, no distinction is made and no such distinction
can be made substantially in the amounts of auditing fees under the Companies Act and audit fees under the Financial
Instruments and Exchange Act. For this reason, the sum of these two is entered in the total amount under (i) above.
2. The Audit & Supervisory Board confirmed and deliberated on the details of the audit plan of the accounting auditor,
the execution of duties regarding an accounting audit, and the calculation basis of remuneration estimates uponreceiving necessary documents and reports from Directors, related divisions of the Company, and the accounting
auditor. As a result, the Audit & Supervisory Board believes these are appropriate and agrees to the amount of
remuneration and other amounts payable to the accounting auditor.

3. Policy for determining accounting auditor dismissal or non-reappointment
If any matters or circumstances surrounding the accounting auditor apply to any of theitems under Article 340, Paragraph 1 of the Companies Act, and no improvement is
expected, the Audit & Supervisory Board will dismiss the accounting auditor with theconsent of all of the Audit & Supervisory Board Members.
In addition, if it is deemed impossible for the accounting auditor to perform its duties
properly, the Audit & Supervisory Board may determine the content of a proposal
concerning dismissal or non-reappointment of the accounting auditor which will be
submitted to the Ordinary General Meeting of Shareholders.

65

[The Fuji Electric Group]Group Companies(as of March 31, 2024)
EnergyFuji Electric FA Components & Systems Co., Ltd.
CHICHIBU FUJI CO., Ltd.
Fuji Electric (Changshu) Co., Ltd.
Fuji Tusco Co., Ltd.
Reliable Turbine Services LLC

Fuji Electric Technica Co., Ltd.
Fuji Electric Dalian Co., Ltd.
Fuji Electric Manufacturing (Thailand) Co., Ltd.
Fuji SMBE Pte. Ltd. and other 15 companies

Industry

Fuji ElectricFuji Electric Meter Co., Ltd.
Fuji IT Co., Ltd.
Hakko Electronics Co., Ltd.
Fuji Electric FA Service Co., Ltd.
Fuji Electric IT Solutions Co., Ltd.
FUJI ELECTRIC FRANCE S.A.S
Fuji CAC Joint Stock Company
Fuji Electric (Zhuhai) Co., Ltd.
Fuji Electric Motor (Dalian) Co., Ltd.
WUXI FUJI ELECTRIC FA CO., LTD.
Shanghai Electric Fuji Electric Power Technology (Wuxi) Co., Ltd.
Fuji SEMEC Inc.
Fuji SEMEC Corp.
Fuji Gemco Private Limited
Fuji Electric India Pvt. Ltd.
FUJI FURUKAWA ENGINEERING & CONSTRUCTION CO., LTD.
FUJI FURMANITE CO., Ltd.*
FUJI FURUKAWA E&C (THAILAND) CO., Ltd.*

Semiconductors
Fuji Electric Power Semiconductor Co., Ltd.
Fuji Electric Hong Kong Co., Ltd.
FUJI ELECTRIC PHILIPPINES, INC.

Fuji Electric Tsugaru Semiconductor Co., Ltd.
FUJI ELECTRIC (SHENZHEN) CO., LTD.
FUJI ELECTRIC (MALAYSIA) SDN. BHD.

Food and Beverage Distribution
HOEI PLASTICS CO., Ltd.
Fuji Electric Retail Service Co., Ltd.
Dalian Fuji Bingshan Vending Machine Sales Co., Ltd.

Shared sales companies
HOEI DENKI CO., LTD.
HOEI HONG KONG CO., Ltd.
HOKKAIDO FUJI ELECTRIC
CO., Ltd.
Overseas sales companies
FUJI ELECTRIC CORP. OF
AMERICA
Fuji Electric Europe GmbHFuji Electric Asia Pacific Pte. Ltd.
Fuji Electric (Thailand) Co., Ltd.
PT Fuji Electric Indonesia
Fuji Electric Vietnam Co., Ltd.
Fuji Electric (China) Co., Ltd.
Fuji Electric Taiwan Co., Ltd.
Fuji Electric Korea Co., Ltd.
Production facilities company
Fuji Electric F-Tech Co., Ltd.

MIE FUJI CO., Ltd.
Dalian Fuji Bingshan Vending Machine Co., Ltd.
FUJI ELECTRIC (HANGZHOU) SOFTWARE Co., Ltd.

OthersFuji Electric Finance and Accounting Support Co., Ltd.
Fuji Office & Life Service Co., Ltd.
METAWATER SERVICE Co., Ltd.*

Fuji Electric Information Technology Center Co., Ltd.
METAWATER Co., Ltd.*(Notes) 1. The number of consolidated subsidiaries for fiscal 2023 including those above is 68 and the number of equity method
affiliates is 4.
2. Companies marked with an asterisk (*) are accounted for as equity method affiliates.

66

Important Subsidiaries of the Corporate Group
Company name
The Company’s capital contribution
Major businessNet sales (¥ billion)
Operating profit (loss) (¥ billion)
Profit (loss) (¥ billion)
Company name
The Company’s capital contribution
Major businessNet sales (¥ billion)
Operating profit (loss) (¥ billion)
Profit (loss) (¥ billion)
Company name
The Company’s capital contribution
Major businessNet sales (¥ billion)
Operating profit (loss) (¥ billion)
Profit (loss) (¥ billion)(as of March 31, 2024)

Fuji Electric FA Components & Systems Co., Ltd.
63.2%
Development, manufacturing and sales of control equipment andpower receiving/distribution equipment.
47.0
Net assets (¥ billion)
41.9
3.2
Capital (¥ billion)
7.6
4.1
Number of employees
814
FUJI FURUKAWA ENGINEERING & CONSTRUCTION CO., LTD.
46.1%
Designing and construction of plant facilities, air conditioning facilities,
electrical engineering work, civil engineering work, solar power
facilities, power transmission work, and information andcommunications work.
89.9
Net assets (¥ billion)
37.5
7.2
Capital (¥ billion)
2.0
5.3
Number of employees
1,171
Fuji Electric IT Solutions Co., Ltd.
91.1%
Sales of computer and telecommunication equipment, developmentof information processing systems and provision of total solutions.
82.4
Net assets (¥ billion)
15.5
4.6
Capital (¥ billion)
1.0
3.1
Number of employees
670

Specified Wholly Owned Subsidiaries
Not applicable.

Important Corporate Realignments
Not applicable.

67

Main Facilities of the Group (as of March 31, 2024)
1. Energy
Domestic bases
Production bases

Kawasaki, Ichihara, Kobe, Ami machi (Ibaraki), Konosu, Otawara

Overseas bases
Fuji Electric Dalian Co., Ltd. (China), Fuji Electric (Changshu) Co., Ltd. (China), Fuji Electric
Manufacturing (Thailand) Co., Ltd., Fuji Tusco Co., Ltd. (Thailand), Fuji SMBE Pte. Ltd. (Singapore),
Reliable Turbine Services LLC (U.S.A.)

2. Industry
Domestic bases
Production bases

Hino, Suzuka

Overseas bases
FUJI ELECTRIC FRANCE S.A.S, Fuji CAC Joint Stock Company (Vietnam), Fuji Electric (Zhuhai)Co., Ltd. (China), Fuji Electric Motor (Dalian) Co., Ltd. (China), WUXI FUJI ELECTRIC FA CO., LTD.
(China), Shanghai Electric Fuji Electric Power Technology (Wuxi) Co., Ltd. (China), Fuji SEMEC Inc.
(Canada), Fuji SEMEC Corp. (U.S.A.), Fuji Gemco Private Limited (India), Fuji Electric India Pvt. Ltd.,
FUJI FURUKAWA E&C (THAILAND) CO., Ltd.

3. Semiconductors
Domestic bases
Production bases

Matsumoto, Minami Alps, Goshogawara

Overseas bases
Fuji Electric Hong Kong Co., Ltd. (China), FUJI ELECTRIC (SHENZHEN) CO., LTD. (China), FUJI
ELECTRIC PHILIPPINES, INC., FUJI ELECTRIC (MALAYSIA) SDN. BHD.

4. Food and Beverage Distribution
Domestic bases
Production bases

Yokkaichi

Overseas bases
Dalian Fuji Bingshan Vending Machine Co., Ltd. (China), Dalian Fuji Bingshan Vending Machine
Sales Co., Ltd. (China), FUJI ELECTRIC (HANGZHOU) SOFTWARE Co., Ltd. (China)

5. Others, Common
Domestic bases
Sales bases

Shinagawa-ku (Tokyo), Chiba, Saitama, Sapporo, Sendai, Toyama,Kanazawa, Nagoya, Chiryu, Osaka, Kobe, Fukuoka, Hiroshima,
Takamatsu, Naha

Overseas bases
FUJI ELECTRIC CORP. OF AMERICA, Fuji Electric Europe GmbH (Germany), Fuji Electric Asia
Pacific Pte. Ltd. (Singapore), Fuji Electric (Thailand) Co., Ltd., PT Fuji Electric Indonesia, Fuji Electric
Vietnam Co., Ltd., Fuji Electric (China) Co., Ltd., Fuji Electric Taiwan Co., Ltd., Fuji Electric Korea Co.,
Ltd., HOEI HONG KONG CO., Ltd. (China)

68Employees of Fuji Electric (as of March 31, 2024)(Persons)
Business segment(Note)

Number of employees

Year-on-year change

Energy7,871

239

Industry

9,892

76

Semiconductors

6,032

118

Food and Beverage
Distribution

1,891

(10)

Others

1,639

(221)

Total

27,325202

The number of employees of the Company at the end of March 2024 is 10,711 (an increase of 153 from the end of theprevious fiscal year).

Major Lenders (as of March 31, 2024)
Balance of loans(¥ billion)

Name of lenders

Resona Bank, Limited

14.9
10.7
10.0

The Norinchukin Bank

5.0

Mizuho Bank, Ltd.
MUFG Bank, Ltd.

69

(Reference) The corporate governance system and internal controls
system of the Company
The Company’s corporate governance system consists of the Board of Directors, which performs the
management supervisory function and important decision-making, and the Audit & Supervisory Board,which is in charge of the management auditing functions. As a company employing the corporate auditor
system, the Audit & Supervisory Board suitably undertakes audits of the Company’s Directors andExecutive Officers and guarantees objectivity and neutrality.
The Company actively appoints Outside Audit & Supervisory Board Members that satisfy therequirements for Independent Officers, endeavors to strengthen management supervisory andmanagement auditing functions, and has established the Nomination and Remuneration Committee
comprising a majority of Outside Officers as an advisory body to the Board of Directors.
Also, in order to separate the roles of management and execution, we have introduced the executive
officer structure in an effort to clearly define the responsibilities of each business and streamline businessexecution. We are endeavoring to build an effective corporate governance system with the use of
Executive Committee, which deliberates and reports on important matters related to management as anadvisory body to the Chairman of the Board and CEO and the President and COO as well as othercommittees tasked with planning and promoting key business strategy issues and key external issues,
such as legal compliance.
Details on the internal controls system of the Company is as stated in the following pages.

(as of March 31, 2024)

70

Basic Policy on System of Internal Controls and Operation of the Internal
Controls System
1.

Basic policy on system of internal controls

Based on the provisions of Article 362, Paragraph 5 of the Companies Act, as for thedevelopment of an internal control system as provided for in Article 362, Paragraph 4, Item 6 of
the Companies Act and each Item of Article 100, Paragraphs 1 and 3 of the Ordinance for
Enforcement of the Companies Act, the Board of Directors resolved to adopt the proposal asfollows.
(1) System for ensuring that Directors and employees carry out their duties inaccordance with laws, regulations, and the Articles of Incorporation(i) The Company will repeatedly give explanations to employees of the Company and its
subsidiaries on management principles applicable to the Company, and on the spirit
behind the Criteria of Corporate Behavior, which serves as a code of behavior for all
executives and employees, and ensure such principles and criteria are rigorously
followed.
(ii) The Company will establish and promote a compliance system as follows, based oninternal regulations, to ensure the transparency and soundness of business execution.
- The Compliance Promotion Committee is chaired by the Representative Director of
the Company. It will ensure full compliance with laws, regulations, and social norms
pertaining to the Company and its subsidiaries.
- The Company will establish a compliance program that systematizes roles andresponsibilities in terms of internal rules, daily monitoring, auditing, education, andother areas for each law and regulation, and carry out the program in accordancewith the annual plan.
- Compliance training is conducted for all full-time executives of the Company andits subsidiaries.
- The Company will establish an internal reporting system that facilitatescommunication from employees of the Company and its subsidiaries to the
President and COO of the Company and external attorneys-at-law, using a routethat is independent of normal lines of communication. This is intended to prevent
actions that violate laws, regulations, Articles of Incorporation, or internal rules
before they occur, and aid the early discovery of such actions.
- The establishment and promotion of the above systems will also enable theCompany to provide an organized response aimed at rejecting antisocial forces andgroups that threaten public order and the safety of private citizens.
(iii) Internal auditing divisions of the Company under the jurisdiction of the President and
COO conduct audits of the Company and subsidiaries. In addition, to ensure effective
internal auditing, information on various activities is shared within the committee, which
consists of members of internal auditing divisions of the Company and subsidiaries.
(2) System for retaining and managing information pertaining to the performance of
Directors
Internal regulations will be formulated to ensure accurate retention and management ofrecords of important business and to ensure that Directors and Audit & Supervisory Board
Members acquire knowledge of records. The regulations establish procedures for Directors,
Audit & Supervisory Board Members, and managers involved in saving and storing records
regarding access to information. Audit & Supervisory Board Members are also consulted inadvance with regard to formulating, amending, or eliminating regulations.
(3) Regulations for managing loss-related risk and other systems(i) The internal regulations will be formulated to systematically manage operational risks
faced by the Company and its subsidiaries. Based on these regulations, the Company
and its subsidiaries will establish appropriate risk management systems, and a system
for managing specific group-wide risks will be established. The system involves thedesignation of departments to manage each category of risk.
(ii) The Company will establish an emergency response manual to minimize damage

71

incurred at the time of a crisis, such as a major disaster. The manual will prescribe thedirectors in charge of crisis management and establishment of a conference system
and response headquarters to be activated when an emergency occurs.
(iii) The internal auditing division audits the progress of risk management at the Company
and its subsidiaries and reports the results to the President and COO.
(4) System for ensuring effective execution of business by Directors(i) The Company will adopt the executive officer structure to separate management andexecution, and accelerate decision-making procedures. The division of duties of each
executive officer will be clarified by a resolution of the Board of Directors.
In addition, the internal regulations that prescribe the duties and authority of the
Chairman of the Board and CEO, the President and COO, executive officers andemployees will be formulated to clarify decision-making authority and locus of
responsibilities with regard to business execution.
(ii) Executive Committee will be established as a permanent corporate body to advise the
Chairman of the Board and CEO and the President and COO. It will comprise the
Chairman of the Board and CEO, the President and COO, the Company’s executive
officers and other individuals, and will deliberate and formulate reports on importantmatters pertaining to the management. The Company’s Representative Director willcommunicate the deliberations and reports of Executive Committee to the Company’s
Board of Directors as necessary.
(iii) To formulate annual and medium-term management plans for the Company and its
subsidiaries and to share information, Executive Committee and the Company’s Boardof Directors will confirm, evaluate, and review progress for each business division ona monthly basis.
(5) System to ensure reliable financial reporting
The Company will formulate internal regulations to ensure the appropriateness of
documents and other information related to financial settlements as stipulated by the
Financial Instruments and Exchange Act. Based on these regulations, the Company willbuild internal controls for financial reporting, appropriately conduct evaluations andreporting, and report the results of evaluations to the Board of Directors.
(6) System for ensuring the appropriate administration of the company group
comprising the Company and its subsidiaries(i) The Company will formulate internal regulations that prescribe authority andresponsibilities pertaining to business execution of the Company and its subsidiaries.
Based on these regulations, the Company will ensure systematic and efficientmanagement.
In addition, the Company will request subsidiaries to comply with these regulations andreport to the Company or obtain approval from the Company regarding importantmatters pertaining to business execution of subsidiaries.
(ii) The Company will enhance systems to ensure appropriate administration for the items
discussed above, to maximize the corporate value of the entire company group
comprising the Company and its subsidiaries.
In addition, the Company will request the formulation of a basic policy on theestablishment of a system that ensures subsidiaries conduct appropriate businessactivities as stipulated by the Companies Act, and will ensure the effectiveness of such
systems.
(7) Matters pertaining to employees assisting Audit & Supervisory Board Members, their
independence from Directors, and ensuring the effectiveness of instructions to these
employees(i) Employees assisting Audit & Supervisory Board Members shall be designated and thetreatments for said employees shall respect opinions of Audit & Supervisory Board
Members and require consents thereof.
(ii) Audit & Supervisory Board Members may request the assistance of employees otherthan the designated employees in (i) above as necessary. Employees carrying out thiswork may do so independently of instructions or orders from Directors and prioritizing72the business over other businesses.
(8) System for reporting to Audit & Supervisory Board Members by Directors andemployees, system for reporting to Audit & Supervisory Board Members bysubsidiaries’ Directors, Audit & Supervisory Board Members, and employees or
those who have received report from these persons, and other matters pertaining toreporting to Audit & Supervisory Board Members
Internal regulations will be established to ensure Audit & Supervisory Board Members
acquire sufficient information for them to fulfill their duties. The regulations establish specificmethods for ensuring Audit & Supervisory Board Members have opportunities to attend
important meetings where decisions are made on business execution of the company group
comprising the Company and its subsidiaries, for distributing regular reports and important
documents from executives and employees of the Company and its subsidiaries to Audit &Supervisory Board Members, and for making it possible for Audit & Supervisory Board
Members to otherwise collect information on the performance of duties by executives andemployees of the Company and its subsidiaries.
(9) System for ensuring that persons who report (8) above are not treateddisadvantageously on the basis of making the report
The Company shall prohibit disadvantageous treatment of persons who report (8) aboveon the basis of making the report.

73

(10) Matters pertaining to procedures for advance payment or repayment of costs arisingfrom the execution of duties by Audit & Supervisory Board Members and othermatters pertaining to the policy for processing costs or liabilities arising from theexecution of Audit & Supervisory Board Members’ duties
When Audit & Supervisory Board Members request the Company to make advancepayment of costs, etc. pertaining to the execution of their duties, the Company will promptly
process the payment, etc. except when it is deemed unnecessary for the execution of duties
by Audit & Supervisory Board Members.
(11) Other systems to ensure audits are conducted effectively by Audit & Supervisory
Board Members
A committee comprising Audit & Supervisory Board Members from the Company andsubsidiaries, which are large companies as defined by the Companies Act, and a committee
comprising Audit & Supervisory Board Members, members of internal audit divisions, andaccounting auditors work to strengthen communication among all auditing bodies andensure the effectiveness of auditing practices for the entire company group comprising theCompany and its subsidiaries.

2.

Overview of operation of the internal controls system

An overview of the operation of the internal controls system for the Company in the current fiscal
year is as provided below.
(1) System for ensuring that Directors and employees carry out their duties inaccordance with laws, regulations, and the Articles of Incorporation
Regarding a compliance system, the Company holds the Compliance Promotion
Committee chaired by the Representative Director twice a year. It deliberates on theoperation of an internal reporting system as well as the implementation and implementation
plan of a compliance program to make sure that there is no compliance violation that would
have a material impact on the management of the Company and its subsidiaries.
In addition, the annual results and plans for the details deliberated at the Compliance
Promotion Committee above are reported to the Board of Directors meeting once a year.
The Company conducts internal audits on organizational management, risk management,compliance management, business execution, and accounting of the entire company group
comprising the Company and its subsidiaries. This is done based on an internal audit planand from the perspectives of compliance with laws and regulations related to businessactivities, reliability of financial reporting, protection of assets, and effectiveness andefficiency of business.
(2) System for retaining and managing information pertaining to the performance of
Directors
The Company appropriately retains and manages documents pertaining to the performanceof Directors including minutes of the Board of Directors meetings and other related
documents pursuant to the related laws and regulations as well as internal regulations.

74

(3) Regulations for managing loss-related risk and other systems
The Company systematically manages risks based on Fuji Electric Risk Management Rules.
The Company strives to maximize the corporate value of the Company and its subsidiaries
while minimizing the impact on management when risks materialize. It does so by fully andappropriately managing and addressing risks that may impact the management of theCompany and its subsidiaries while preventing the materialization of risks (occurrence of
critical situations) or reducing losses.
In preparation for the occurrence of major accidents, disasters, and other situations, theCompany has established a business continuity plan (BCP), implemented drills based on
the assumption of earthquakes and other disasters, and facilitated the dissemination, full
enforcement, and increased efficiency of a BCP.
(4) System for ensuring effective execution of business by Directors
Matters deliberated on by the Board of Directors are deliberated on and reported at the
Executive Committee comprising the Chairman of the Board and CEO, the President and
COO and the Company’s executive officers and other individuals prior to the Board of
Directors meetings. In the current fiscal year, the Executive Committee met 24 times andbusiness plans and important matters pertaining to the management of the Company andits subsidiaries were deliberated on and reported there appropriately based on the internal
regulations that prescribe the duties and authority of the Chairman of the Board and CEO,the President and COO and executive officers and employees.
(5) System to ensure reliable financial reporting
Regarding the internal control evaluation pertaining to financial reporting, the Company
evaluates the effectiveness of internal controls for financial reporting of the company group
comprising the Company and its subsidiaries. It does so upon selecting the scope ofevaluation pursuant to evaluation criteria generally deemed fair and appropriate. The
results of the evaluation are reported to the Board of Directors meeting once a year.
(6) System for ensuring the appropriate administration of the company group
comprising the Company and its subsidiaries
Based on internal regulations that prescribe authority and responsibilities pertaining tobusiness execution of the Company and its subsidiaries, systematic and efficientmanagement is ensured and important matters pertaining to business execution ofsubsidiaries are reported to the Company appropriately. Also, when needed, they aredeliberated on and reported to Executive Committee or the Board of Directors meetings of
the Company.

75

(7) Matters pertaining to employees assisting Audit & Supervisory Board Members, their
independence from Directors, and ensuring the effectiveness of instructions to these
employees(i) Employees assisting Audit & Supervisory Board Members shall be designated and thetreatments for said employees shall respect opinions of Audit & Supervisory Board
Members and require consents thereof.
(ii) Employees carrying out assistance business based on requests from Audit &Supervisory Board Members are doing so independently of instructions or orders from
Directors and prioritizing the business over other businesses.
(8) System for reporting to Audit & Supervisory Board Members by Directors andemployees, system for reporting to Audit & Supervisory Board Members bysubsidiaries’ Directors, Audit & Supervisory Board Members, and employees or
those who have received report from these persons, and other matters pertaining toreporting to Audit & Supervisory Board Members
Each Audit & Supervisory Board Member conducts audits by attending the Board of
Directors and other important meetings, collecting information on the performance of duties
by Directors, internal auditing divisions and others, viewing important approval forms andother documents, investigating the situation of business and assets at major offices, and if
needed, requesting subsidiaries to report on their business.
(9) System for ensuring that persons who report (8) above are not treateddisadvantageously on the basis of making the report
The Company makes executives and employees well aware of the fact that it is prohibitedto treat persons who report to Audit & Supervisory Board Members disadvantageously.
(10) Matters pertaining to procedures for advance payment or repayment of costs arisingfrom the execution of duties by Audit & Supervisory Board Members and othermatters pertaining to the policy for processing costs or liabilities arising from theexecution of Audit & Supervisory Board Members’ duties
The Company promptly processes costs arising from the execution of duties by Audit &Supervisory Board Members based on requests from Audit & Supervisory Board Members.
(11) Other systems to ensure audits are conducted effectively by Audit & Supervisory
Board Members
The Audit & Supervisory Board meetings of the Company were held nine times in thecurrent fiscal year. The Audit & Supervisory Board receives reports, deliberates on, andresolves important matters pertaining to auditing.
A committee comprising Audit & Supervisory Board Members from the Company andsubsidiaries, which are large companies as defined by the Companies Act, and a committee
comprising Audit & Supervisory Board Members, members of internal audit divisions, andaccounting auditors are working to strengthen communication among all auditing bodies
thereby ensuring the effectiveness of auditing practices for the entire company group
comprising the Company and its subsidiaries.

76Basic Policy on Control of the Company
1.

Details of the basic policy

In implementing the Corporate philosophy and continuing to improve corporate value, Fuji Electricamasses unique technologies, experience and know-how, and strives to develop and maintain good
relations with various stakeholders, including customers, partners, communities, and employees.
These are the Fuji Electric’s precious tangible and intangible assets, the Fuji Electric’s DNA, andresources that support the creation of corporate value for Fuji Electric.
Based on that philosophy, the Company strives to manage in line with changes in the environment.
The Company recognizes that the most effective countermeasures against share purchases that
could damage the corporate value of Fuji Electric are increasing corporate value in the medium- tolong-term vision and further raising the share of profits to shareholders, and strives to realize thoseaims.
Furthermore, the Company is actively engaging in a range of IR activities to ensure that the Fuji
Electric’s share value is properly understood. The Company will strive to further deepen
understanding of Fuji Electric by issuing reports on its performance including quarterly financial
reports and holding plant tour programs for the shareholders.
The Board of Directors recognizes that the free trade of shares by shareholders is a reality as alisted company, and believes that the question of whether or not large-scale purchases of sharesin the Company by specific individuals should be permitted is a matter that should ultimately bedelegated to the shareholders.
However, corporate acquisitions undertaken to profit unduly from selling a company’s shares at thehighest price do occur. The Board of Directors does not believe that any parties who engage in any
such large-scale share purchases of the Company’s shares or table proposals which do notcontribute to the corporate value of Fuji Electric or the mutual benefit of the shareholders are
suitable parties to control the Company’s finances and the determination of its business policy.
At this point in time, no specific threat related to large-scale purchases of the Company’s shares
has emerged. Moreover, the Company has not yet put in place any specific preventative measures(so-called “poison pill”) against the emergence of a takeover threat.
However, the Board of Directors will, as a managerial duty to the shareholders, establish an internal
system to install measures against any large-scale purchases of the Company’s shares thatthreaten the corporate value of Fuji Electric or the mutual benefit of the shareholders.

2. The Fuji Electric’s measures to realize the basic policy(1) Initiatives to improve corporate value of Fuji ElectricAs our basic strategy for sustainable growth, Fuji Electric aims to create growth on the global
market based on our power electronics technologies cultivated over many years, which handle
electrical energy universally, backed by energy and environmental investments projected totake place in many countries.
To realize this, we will rapidly shift our managerial resources to the field of “energy and theenvironment,” aiming to maximize our corporate value and contribute to the resolution of socialand environmental issues as a “company that contributes to the global society throughbusiness.”(2) Measures to prevent control of the Company by undesirable parties as describedin the basic policy
The Company will, based on 1. Details of the basic policy above, strive to establish an internal
system in view of any potential or actual purchases of the Company’s shares that threaten thecorporate value of Fuji Electric or the mutual benefit of the shareholders.
Specifically, the Company will very carefully monitor daily trading movements and shareholderchanges and at the same time put in place a first-response manual for contingencies, andestablish a framework for collaboration with external experts. The Company will determine

77specific preventative measures in a timely and appropriate manner, and strive towards theenhancement of internal systems.
Furthermore, the Company will continue to consider the introduction of a “poison pill,” from theviewpoints of ensuring and increasing the corporate value of Fuji Electric or the mutual benefitof the shareholders, based on the opinions and judgments of the legal system and the relevant
authorities, social trends, and the opinions of our stakeholders.

3.

The decisions and rationale of the Board of Directors regarding the measures
above

Because the measures referred to in 2. (1) above mean: to maintain and enhance the corporate
value of the Company over the medium-term, and ensure that the measures in 2. (2) establish
internal systems to respond to large-scale purchases of the Company’s shares that threaten thecorporate value of Fuji Electric or mutual benefits of shareholders, the Board of Directors confirmed
and resolved at its meeting that these measures comply with the basic policy in 1. above, andneither measure represents a threat to the mutual benefits of the shareholders or is a means tomaintain the members of the current top management team in their positions.
Further, the resolution was unanimously agreed upon at an Audit & Supervisory Board meeting,provided that the specific operations of the measures described in 2. above are conducted properly.
････････････････････････････････････････････････････････････････････････････････････(Notes) 1. Amounts less than a unit are rounded to the nearest yen in the Business Report.
2. The number of shares shown in the Business Report are rounded down to the nearest whole unit.
3. As used in this Business Report, the expression “Fuji Electric” refers to the company group comprising the Company,
its subsidiaries, and affiliates.
4. The business object in the future, stated in the Business Report is calculated based on given assumptions that we
assess to be reasonable at the time of writing the Business Report. The description may differ from the actual results,
and we cannot guarantee the accuracy of the content.

78

Consolidated Balance Sheets(as of March 31, 2024)(¥ Millions)[Assets][Liabilities]

Current assets
Cash and deposits
Notes receivable - trade
Accounts receivable - trade
Contract assets
Merchandise and finished goods
Work in process
Raw materials and supplies
Other
Allowance for doubtful accounts

763,072
66,186
77,134257,372
95,622
77,53951,772
96,82350,958-10,337

Current liabilities
Notes and accounts payable - trade
Short-term borrowings
Commercial papers
Lease obligations
Accrued expenses
Income taxes payable
Contract liabilities
Provision for product warranties
Other

475,342
207,408
40,25936,00020,28355,85919,67655,007
2,724
38,122

Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment and vehicles
Tools, furniture and fixtures
Land
Leased assets
Construction in progress
Other

508,064
311,456
103,82973,555
11,69635,87041,55242,5042,446

Non-current liabilities
Bonds payable
Long-term borrowings
Lease obligations
Deferred tax liabilities
Provision for retirement benefits for directors(and other officers)
Retirement benefit liability
Other134,359
20,00015,10028,711
840

Total liabilities

609,701

Intangible assets
SoftwareOther

25,462
10,024
15,437

Investments and other assets
Investment securities
Long-term loans receivable
Deferred tax assets
Net defined benefit asset
Other
Allowance for doubtful accounts

171,145
118,427
4,521
11,47825,401
13,745-2,429Deferred assets
Bond issuance costs

37
37[Net assets]
Shareholders’ equity
Share capital
Capital surplus
Retained earnings
Treasury shares509,278
47,58645,954423,135-7,397

Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation adjustment
Remeasurements of defined benefit plans

93,23754,717-35
37,772782

Non-controlling interests

58,956

Total net assets
Total assets

1,271,174

79
63,803
5,824

Total liabilities and net assets

661,472
1,271,174

Consolidated Statements of Income(from April 1, 2023 to March 31, 2024)
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest and dividend income
Miscellaneous income
Non-operating expenses
Interest expenses
Miscellaneous expenses
Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Gain on sales of investment securities
Extraordinary losses
Loss on disposal of non-current assets
Loss on valuation of investment securities
Loss on sale of investment securities
Profit before income taxes
Income taxes - current
Income taxes - deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent(¥ Millions)

1,103,214
799,925
303,289
197,222106,066
3,346
4,557
2,101
4,046

966
7,587
1,441
171
732
32,118
-156

7,903

6,147
107,822

8,554

2,344
114,032
31,961
82,0706,717
75,353

Consolidated Statement of Changes in Equity(from April 1, 2023 to March 31, 2024)(¥ Millions)Shareholders’ equity
Share capital

Balance at April 1, 2023
Changes of items during the period

47,58645,953

Balance at March 31, 2024

364,922-26
0-17,139
75,353-26
0-17,139
75,353

Dividends of surplus
Profit attributable to owners of parent
Purchase of treasury shares
Disposal of treasury shares
Net changes of items other than shareholders’ equity
Total changes of items during the period-7,370Total
shareholders’equity451,091

Capital surplus Retained earnings Treasury shares

0-058,213-26

58,18647,58645,954423,135-7,397509,278(¥ Millions)

Accumulated other comprehensive income
Valuation
Foreign currency Remeasurements
difference on Deferred gains ortranslationof defined benefit
available-for-sale losses on hedges
adjustment
plans
securities
Balance at April 1, 2023
Changes of items during the period

45,550241

22,222-2,013Total
Non-controlling
accumulated
interests
othercomprehensive
income66,00054,976

Purchase of treasury shares
Disposal of treasury shares
Net changes of items other than shareholders’ equity
Total changes of items during the period

9,167
9,167

-277
-277

15,55015,550

2,796
2,796

27,23627,236

Balance at March 31, 2024

54,717-35

37,772782

93,237

Dividends of surplus
Profit attributable to owners of parent

Total net assets

572,068

3,979
3,979

-17,139
75,353-26
031,216
89,403

58,956

661,472

Non-Consolidated Balance Sheet(as of March 31, 2024)(¥ Millions)[Assets][Liabilities]

Current assets
Cash and deposits
Notes receivable - trade
Accounts receivable - trade
Contract assets
Merchandise and finished goods
Work in process
Raw materials and supplies
Advance payments - trade
Accounts receivable - other460,151
5,035
47,690178,486
66,18826,00537,83654,924
18,542
19,032
7,132-724

Current liabilities
Accounts payable - trade
Short-term borrowings
Commercial papers
Current portion of long-term borrowings
Lease obligations
Accounts payable - otherAccrued expenses
Income taxes payable
Contract liabilities
Deposits received
Provision for product warranties
Other

352,507139,20943,26636,00028,50015,635
5,057
34,3928,365
29,506
8,950
2,533
1,091

Non-current assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Leased assets

382,319
151,432
59,0552,334
21,06678
5,088
24,19931,690Non-current liabilities
Bonds payable
Long-term borrowings
Lease obligations
Provision for retirement benefits
Asset retirement obligations
Other

116,362
20,00015,10021,80648,041
2,018
9,396

Construction in progress

7,919

Total liabilities

468,869

Other
Allowance for doubtful accounts

Intangible assets
Software
Other
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Investments in capital
Long-term loans receivable

8,759
6,302
2,456
222,127
96,336
97,275383
3,777

Prepaid pension costs

14,814

Deferred tax assets
Other
Allowance for doubtful accounts

8,316
3,210
-1,986

Deferred assets
Bond issuance costs

Total assets

37
37

842,508[Net assets]
Shareholders’ equity
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for promotion of open
innovation
Retained earnings brought forward
Treasury shares

210,713-7,590

Valuation and translation adjustments

54,571

Valuation difference on available-for-salesecurities
Deferred gains or losses on hedges
Total net assets

54,607-35373,638

Total liabilities and net assets

319,066
47,58656,82556,77747
222,245
11,515
210,73017

842,508

Non-Consolidated Statements of Income(from April 1, 2023 to March 31, 2024)
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest and dividend income
Other
Non-operating expenses
Interest expenses
Other
Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Gain on sales of investment securities
Gain on sale of shares of subsidiaries
and associates
Extraordinary losses
Loss on disposal of non-current assets
Loss on sale of investment securities
Loss on valuation of shares ofsubsidiaries and associates
Loss on sale of shares of subsidiaries
and associates
Other
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit(¥ Millions)

694,920531,066
163,854
118,889
44,964
20,986
2,378
972
1,562

23,3652,534
65,794

18
6,103
271

6,392

1,089
12
1,529
713
2,932
12,459-37

6,278
65,90812,42253,486

Non-Consolidated Statement of Changes in Equity(from April 1, 2023 to March 31, 2024)(¥ Millions)Shareholders’ equity
Retained earnings

Capital surplus

Other retained earnings
SharecapitalBalance at April 1, 2023
Changes of items during the period
Provision of reserve for promotion of open
innovation
Dividends of surplus
Profit for the year
Purchase of treasury shares
Disposal of treasury shares
Net changes of items other thanshareholders’ equity
Total changes of items during the period
Balance at March 31, 2024

47,58647,586

Legalcapitalsurplus56,77756,777

Other
capitalsurplus

Total capitalsurplus47

56,824

Reserve forpromotion of
open
innovation
11,515
-

-

17

0

0

0
47

0
56,825

Valuation and translation adjustments

Balance at April 1, 2023
Changes of items during the period
Provision of reserve for promotion of open
innovation
Dividends of surplus
Profit for the year
Purchase of treasury shares
Disposal of treasury shares
Net changes of items other thanshareholders’ equity
Total changes of items during the period
Balance at March 31, 2024

Valuationdifferenceonavailablefor-salesecurities
45,275

Deferred
gains orlosses onhedgesTotalvaluationandtranslation
adjustments

241

45,517

Legalretainedearnings

Total net
assets328,263----17,139
53,486
-26
0

9,331

-277

9,054

9,054

9,331
54,607

-277
-35

9,054
54,57145,374
373,638

11,51517
17

Retainedearnings
brought
forward174,384

Total
retainedearnings

Treasuryshares185,899

Total
shareholders’equity-7,563282,746-17---17,139
53,486-17,139
53,486--26
0-17,139
53,486-26
036,346222,245-26-7,59036,320319,066

36,329210,713

Access to the Venue
Place:

Galaxy Room, 2nd Basement, Westin Hotel Tokyo
4-1 Mita 1-chome, Meguro-ku, Tokyo(within Yebisu Garden Place)
TEL: +81-3-5423-7000 (main number)

Access by Train (JR)Take the train to JR Ebisu Station (East Exit). The venue is about twelve minutes from the station
via the “Yebisu Skywalk” moving walkway.
Access by Subway
Take the Hibiya Line to Ebisu Station (Exit No. 1 in the JR direction). The venue is about fifteen
minutes from the station via the “Yebisu Skywalk” moving walkway.

In the case of rain, note that you can reach the venue without having to use an umbrella by using
the underground passageway that extends from the end of the “Yebisu Skywalk” moving walkway
to the venue.
Access by Car
Please note that heavy traffic is expected near the venue on the day. Where possible, other formsof transport are recommended.