Fujifilm : Notice of Convocation

[Translation: For reference only]

Disclaimer: Please note that the following purports to be an accurate translation from the original Notice of Convocation of the 127th Ordinary General Meeting of Shareholders of FUJIFILM Holdings Corporation prepared for the convenience of shareholders outside Japan with voting rights, just for reference. In case of any discrepancy between this translation and the Japanese original, the latter shall prevail. Please also be advised that certain expressions for domestic voting procedures that are not applicable to the aforesaid shareholders are omitted or modified to avoid confusion.

FUJIFILM Holdings Corporation

Stock Exchange Code: 4901

26-30, Nishiazabu 2-chome,

Minato-ku, Tokyo, Japan

June 8, 2023

To Our Shareholders:

NOTICE OF CONVOCATION OF

THE 127TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We are pleased to announce the 127th Ordinary General Meeting of Shareholders (the "Meeting") of FUJIFILM Holdings Corporation (the "Company"). The Meeting will be held as described in the "PARTICULARS."

Please carefully consider whether or not to come to the venue of the Meeting, taking into account your health condition. For the convenience of our shareholders, we will provide a live streamof the Meeting to ensure that shareholders who are unable to attend are able to observe the Meeting from their homes or other locations.

With respect to the voting rights, you can exercise your voting rights by mailing the Voting Right Exercise Form or via the Internet in advance. Please review the "REFERENCE DOCUMENTS CONCERNING THE GENERAL MEETING OF SHAREHOLDERS" as attached and exercise your voting rights prior to 5:40 p.m. on Wednesday, June 28, 2023 (JST).

Yours very truly,

Teiichi Goto

President, Representative Director &

Chief Executive Officer

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[Translation: For reference only]

	PARTICULARS
1. Date and Time:	Thursday, June 29, 2023 at 10:00 a.m. (JST)
	(Reception desk opens at 9:00 a.m.)
2. Venue:	Hall A, Tokyo Midtown Hall
	Tokyo Midtown East B1, 7-2, Akasaka 9-chome,Minato-ku,
3. Agenda:	Tokyo, Japan
Matters for Reporting:

1. Report on the Business Report, the Consolidated Accounting Documents and the Results on the Audits of the Consolidated Accounting Documents by the Independent Auditor and the Audit & Supervisory Board for the 127th Business Term (from April 1, 2022 to March 31, 2023).
2. Report on the Non-Consolidated Accounting Documents for the 127th Business Term (from April 1, 2022 to March 31, 2023).

Matters for Resolution:
First Proposition:	Appropriation of Surplus for the 127th Business Term
Second Proposition:	Partial Amendments of Articles of Incorporation
Third Proposition:	Election of Ten (10) Directors
Fourth Proposition:	Election of One (1) Audit & Supervisory Board Member

4. Matters concerning Measures for Electronic Provision

1. In convening the Meeting, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information as "NOTICE OF CONVOCATION OF THE 127TH ORDINARY GENERAL MEETING OF SHAREHOLDERS" on the website. Please access the Company's website by using the internet address shown below to review the information.
   https://ir.fujifilm.com/ja/investors/stock-and-shareholder/shareholders-meeting.html (in Japanese)
   In addition to posting matters subject to measures for electronic provision on the website above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). In case you want to review the information on the TSE website, access the TSE website (Listed Company Search) by using the internet address shown below, enter the issue name (FUJIFILM Holdings Corporation) or securities code (4901), and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information."
   https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
2. Note that, for this meeting, paper-based documents stating matters subject to measures for electronic provision will be delivered to all shareholders regardless of whether they have made a request for delivery of such documents. However, in accordance with the provisions of laws and regulations and Article 16 of the Company's Articles of Incorporation, the following matters are excluded from the paper-based documents.
3. 1. "Matters concerning Share Acquisition Rights, etc. of the Company," "System to Ensure the Properness of Operations and Overview of Operational Status of the System" and "Basic Policy on Persons Who Control Decisions on Financial and Business Policies of the Company (Basic Policy on the Control of the Company)" in the Business Report
   2. "Consolidated Statements of Changes in Equity" and "Notes to Consolidated Financial Statements" of the Consolidated Accounting Documents
   3. "Non-consolidatedStatements of Changes in Equity" and "Notes to Non-consolidated Financial Statements" of the Non-consolidated Accounting Documents

Accordingly, the aforementioned paper-based documents are part of the documents that were audited by the Audit & Supervisory Board Member and Independent Auditor for preparing their respective audit reports.

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[Translation: For reference only]

5. Matters concerning Exercise of Voting Rights

• 1. If you exercise your voting rights both via the Internet and by mailing the Voting Right Exercise Form, the vote that reaches us last will be recorded as the effective vote. However, if you exercise your voting rights via the Internet and we receive your Voting Right Exercise Form on the same day, the vote cast via the Internet will be recorded as the effective vote.
  2. If you exercise your voting rights via the Internet multiple times, the vote exercised last will be recorded as the effective vote.
  3. If there is no indication of approval or disapproval on each proposition in the returned Voting Right Exercise Form, it shall be deemed as an indication of approval of the proposition.
• If any revisions to the matters subject to measures for electronic provision have been made, notification that a revision has been made, and the content of the revision, showing before and after the changes, will be posted on both the aforementioned websites.

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[Translation: For reference only]

REFERENCE DOCUMENTS CONCERNING

THE GENERAL MEETING OF SHAREHOLDERS

First Proposition:

Appropriation of Surplus for the 127th Business Term

1. Matters related to the year-end dividend

The Company's dividends are to be determined by reflecting consolidated performance and considering such factors as the level of cash required for M&A, capital and R&D investments needed to support future business expansion as well as other measures aimed at increasing the Company's corporate value in the future. The Company will flexibly buy back shares in consideration of the situation of cash flows and the stock price. With regard to shareholder return policy, the Company has set a target of 30% for a dividend payout ratio, putting more emphasis on cash dividends.

Accordingly, we propose to pay year-end dividends for the 127th Business Term as follows:

1. Type of dividend assets: Cash
2. Matters related to the allocation of dividend assets and total amount of such allocation:
   70 yen per share of common stock of the Company The total amount of dividend: 28,076,828,290 yen
   Since an interim dividend in the amount of 60 yen per share was paid in December 2022, the annual dividend amounts to 130 yen per share.
3. Date on which the dividends from surplus will take effect: June 30, 2023

2. Other matters related to the appropriation of surplus

We seek to make up for the shortfall in retained earnings brought forward resulting from retirement of treasury stock, and furthermore seek to realize a flexible capital policy such as shareholder returns aligned with changes in the business environment going forward. To such ends, we propose to reverse part of the general reserve and transfer it to retained earnings brought forward as follows:

1. Items of the surplus to decrease and amount thereof General reserve: 423,305,000,000 yen
2. Items of the surplus to increase and amount thereof Retained earnings brought forward: 423,305,000,000 yen

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[Translation: For reference only]

Second Proposition:

Partial Amendments of Articles of Incorporation

1. Reason for amendment of Articles of Incorporation
   The reason of this amendment is to provide flexibility in the operation of the Board of Directors meeting by not stipulating in advance in the Articles of Incorporation who has the authority to convene and to become the chairman of the Board of Directors meeting.
2. Detail of amendment
   Details of amendments are as follows:

	(Underliningdenotes amendments.)
Current (Extract)	Revision Draft
Chapter IV: Directors and Board of Directors	Chapter IV: Directors and Board of Directors
Article 23.	Article 23.
(1) The Board of Directors meeting shall, except as	(1) The Board of Directors meeting shall, except as
otherwise provided in the laws and ordinances,	otherwise provided in the laws and ordinances, be
be convened and presided over by the Director	convened and presided over by the Director
and Chairman.	appointed in advance by the Board of Directors.
(2) In the event that the Director and Chairman is	(2) In the event that the Director as appointed in
absent orprevented from so acting, other	accordance with the Paragraph (1) above is
Director shall convene and preside over the	prevented from so acting, other Director shall
Board of Directors meeting in accordance with	convene and preside over the Board of Directors
the order determined in advance by the Board of	meeting in accordance with the order determined
Directors.	in advance by the Board of Directors.

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