Fujitsu : Notice of the 123rd Annual Shareholders’ Meeting

(TRANSLATION FOR REFERENCE ONLY)

To our shareholders,

Security Code (in Japan) 6702 June 2, 2023

Takahito Tokita

Representative Director and CEO Fujitsu Limited

1-1, Kamikodanaka 4-chome,

Nakahara-ku,Kawasaki-shi, Kanagawa, Japan

NOTICE OF THE 123rd ANNUAL SHAREHOLDERS' MEETING

We hereby inform you that the 123rd Annual Shareholders' Meeting will be held as set forth below.

For convening this Shareholders' Meeting, the Company has taken measures for providing information that constitutes the content of reference materials for the shareholders' meeting, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format and posted at the following websites. Therefore, we would like you to access one of the websites and confirm.

Company's website: https://www.fujitsu.com/global/about/ir/stock/meeting/ Informational materials for the shareholders' meeting (in Japanese only): https://d.sokai.jp/6702/teiji/

Moreover, matters for which measures for providing information in electronic format are to be taken are also available at the website of the Tokyo Stock Exchange (TSE), in addition to the above website. Therefore, we would like you to confirm from the following:

Tokyo Stock Exchange (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

(Please access the above TSE website, enter "Fujitsu" in "Issue name (company name)" or "6702" in "Code" and search, select "Basic information" and "Documents for public inspection/PR information" in sequence, and confirm from the "[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting]" section under "Documents for public inspection" section.)

In case of nonattendance, you may exercise your voting rights by mail or via the Internet in advance. Please review the attached Reference Materials for the Annual Shareholders' Meeting and exercise your voting rights by following the instructions of "Exercise of Voting Rights in Case of Nonattendance" on Page 2

1.	Time & Date	10:00 a.m., Monday, June 26, 2023 (The reception desk opens at 9:00 a.m.)
2.	Venue	Shin Yokohama Prince Hotel *The reception desk will be on the 1st floor.
		4, Shin Yokohama 3-chome,Kohoku-ku,Yokohama-shi, Kanagawa, Japan

3. Purposes of the Shareholders' Meeting Reports:

Business Report, Consolidated and Unconsolidated Financial Statements for the 123rd Business Period (April 1, 2022 - March 31, 2023); Auditing Reports from Accounting Auditor and Audit & Supervisory Board on Consolidated Financial Statements

Agenda:
Proposal No. 1	Election of Nine Directors

1

	(TRANSLATION FOR REFERENCE ONLY)
Proposal No. 2	Election of One Audit & Supervisory Board Member
Proposal No. 3	Determination on Compensation of Restricted Stock Unit for Independent Directors

4. Attached Materials

1. In accordance with laws and regulations and the provision of Article 17 of the Company's Articles of Incorporation, the Reports on the 123rd Business Period delivered to shareholders does not include the following items among the Auditing Reports, and among the "Business Report" on the 123rd business period, the "Consolidated Financial Statements" on the 123rd business period, and "Unconsolidated Financial Statements" on the 123rd business period, which are targeted for auditing when the Audit & Supervisory Board and the Accounting Auditor prepare their respective Auditing Reports. Since the following items are not included in Reports on the 123rd Business Period delivered to shareholders, please review either of the websites on Page 1.
2. • "Fujitsu Group Principal Offices and Plants," "Employees," "Principal Lenders," "Stock," "Stock Acquisition Rights," "Overview of Liability Limitation Agreement," "Summary of Contents of Directors and Officers Liability Insurance Policy, etc.," "Concurrent Positions of External Directors and Auditors and Their Activities," "Other Matters Regarding Management," "Basic Policy on the Control of the Company," "Policy on Decision Regarding Dividends of Surplus etc.," "Accounting Auditor" and "System to Ensure the Properness of Fujitsu Group Operations" in the "Business Report" on the 123rd business period
   • "Consolidated Statement of Financial Position," "Consolidated Statement of Profit or Loss," "Consolidated Statement of Changes in Equity," "[Unaudited] Simplified Consolidated Statement of Comprehensive Income," "[Unaudited] Simplified Consolidated Statement of Cash Flows" and "Notes to Consolidated Financial Statements" among the "Consolidated Financial Statements" on the 123rd business period
   • "Unconsolidated Balance Sheet," "Unconsolidated Profit and Loss," "Unconsolidated Statement of Changes in Net Assets" and "Notes to Unconsolidated Financial Statements" among the "Unconsolidated Financial Statements" on the 123rd business period
   • "Transcript of Accounting Auditor's Report on the Consolidated Financial Statements," "Transcript of Accounting Auditor's Report on the Unconsolidated Financial Statements" and "Transcript of Audit &

Supervisory Board Audit Report" among the "Audit Reports"

Note that, for this Shareholders' Meeting, Reports on the 123rd Business Period will be delivered to all shareholders regardless of whether they have made a request for delivery of paper-based documents.

1. In the case of any revisions to the matters for which measures for providing information in electronic format are to be taken, the revisions, and the matters before and after the revisions will be posted at the websites on Page 1.

5. Voting

1. Exercise of Voting Rights in Case of Nonattendance
   If you are not attending the Shareholders' Meeting, we ask you to exercise your voting rights by using one of the following methods.
   [Voting by mail]
   Please complete the Voting Card, indicating your approval or disapproval for each of the proposals, and return it to reach the Company no later than 6:00 p.m. on Friday, June 23, 2023 (Japan standard time).
   [Voting via the Internet]
   Please access the Company's designated online voting site (https://evote.tr.mufg.jp/) via a PC or mobile phone using the login ID and temporary password printed on the Voting Card. Please indicate and submit your approval or disapproval for each of the proposals no later than 6:00 p.m. on Friday, June 23, 2023 (Japan standard time), following the on-screen instructions.
   Please note that the input of neither login ID nor temporary password is required when you access the voting site by reading the QR code.
   [Exercise of Voting Rights by Proxy]

2

(TRANSLATION FOR REFERENCE ONLY)

Voting rights can be exercised by a proxy shareholder, so long as the proxy is a shareholder who is able to exercise his or her voting rights at the Shareholders' Meeting. The absent shareholder's Voting Card, along with a document authorizing the proxy's representation of the absent shareholder, should be passed to the proxy, and we ask that the proxy present these materials along with the proxy's own Voting Card, to the reception desk on the day of the meeting.

1. Board Resolution regarding Exercise of Voting Rights
2. 1. Any voting right exercised by mail without indicating approval or disapproval for a particular proposal on the Voting Card will be counted as a vote for approval of the proposal.
   2. If any voting right is exercised both by mail and via the Internet, exercise via the Internet will be recognized as the valid exercise of the voting right.
   3. If any voting right is exercised more than once via the Internet, the latest exercise will be recognized as the valid exercise of the voting right.
   4. No Voting Card has been sent to those shareholders who have given consent to receive a notice by email. Any such shareholder wishing to have his or her Voting Card issued is asked to contact the Company's

representative at the following address:

Contact: Corporate Agency Division, Mitsubishi UFJ Trust and Banking Corporation Mailing address: P.O.Box 29, Shin-Tokyo Post Office, 137-8081, Japan

Note:

This English version of the Notice and attached materials is a translation for reference only. The style of this English version differs slightly from the original Japanese version.

3

(TRANSLATION FOR REFERENCE ONLY)

REFERENCE MATERIALS FOR THE ANNUAL SHAREHOLDERS' MEETING

Proposal No. 1 Election of Nine Directors

The terms of office for all nine Directors expire at the close of this Annual Shareholders' Meeting. Accordingly, the Company proposes the election of nine Directors including five Independent Directors. Candidates for the position of Director are listed on Pages 7 to 15. The term of office for each Director shall be until the close of next year's Annual Shareholders' Meeting.

The candidates for Director were approved by the Board of Directors as the Executive Nomination Committee consulted with the Board of Directors and gave a report after consideration in accordance with the "Structural framework" and the "Procedures and policy of Directors and Auditors nomination/dismissal" stipulated in the Company's Corporate Governance Policy. In addition, for the purpose of materializing the discussion on the mid- to long-term Management Direction in the Board of Directors, the nomination of the candidates for Executive Directors was conducted from a standpoint of electing candidates with a company-wide perspective and who can meet expectations that shareholders have for this position.

In order to achieve the Company's "Our Purpose" of "making the world more sustainable by building trust in society through innovation," the Company has steadily promoted the transformation of business portfolio that contributes to improving corporate value and endeavored to expand revenue since the start of the business execution system with Mr. Takahito Tokita as Representative Director and CEO. Since it is expected to further improve corporate value by continuing such endeavors going forward, the Company has decided to continuously nominate Mr. Takahito Tokita, Representative Director and CEO, Mr. Hidenori Furuta, Representative Director and COO, and Mr. Takeshi Isobe, Director and Corporate Executive Officer, SEVP*1) as candidates for Executive Director for this year when a new medium-term management plan starts.

Mr. Byron Gill, who is a candidate for Independent Director, is a new candidate for Director, and will replace Mr. Scott Callon who will resign at the close of this Annual Shareholders Meeting. As with Mr. Scott Callon, Mr. Byron Gill has the perspective of an institutional investor, and the Company expects that his joining the Board of Directors will further enhance discussions at the Board.

Regarding the other five Non-Executive Directors, taking the mission of the Board of Directors into account, that is, to continue monitoring of the implementation of measures for realizing Our Purpose and their progress, the Company proposes to reelect all of them.

[Planned Board Structure after the approval at the Shareholders' Meeting]

Candidate	Name	Authority of	Independent	Position and responsibility at the Company
No.	Representation	Director
Executive Directors
1	Takahito Tokita	x		CEO*2), Chairman of the Risk Management
	& Compliance Committee
2	Hidenori Furuta	x		COO*2)
3	Takeshi Isobe			Corporate Executive Officer, SEVP*1),
		CFO*2)
Non-Executive	Directors
4	Masami Yamamoto			Senior Advisor
5	Chiaki Mukai		x
6	Atsushi Abe		x	Chairman of the Board of Directors
7	Yoshiko Kojo		x
8	Kenichiro Sasae		x
9	Byron Gill		x

Notes:

*1)	SEVP is one of the FUJITSU Levels (others include EVP and SVP), the common global criteria to show the extent of duties
	of officers and employees of the Fujitsu Group.
*2)	CEO, COO, and CFO are abbreviations of Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer,
	respectively.

4

(TRANSLATION FOR REFERENCE ONLY)

Framework of Fujitsu's Corporate Governance Structure (Reference)

The Company outlines the following rules to ensure the effective oversight and advice from a diverse perspective of Non-Executive Directors (Independent Directors and Directors from within the Company who are not in charge of execution of business) to Executive Directors on their business execution as part of the Board of Directors function while taking advantage of the Company with the Audit & Supervisory Board system:

1. Independent Directors are appointed as the core members of Non-Executive Directors, and at least one Non-Executive Director is appointed from within the Company.
2. The skills and diversity necessary for the Board of Directors shall be considered when selecting candidates for Non-Executive Director.
3. The majority of the Board of Directors members shall be Independent Directors.
4. Independent Directors must meet the independence standards established by the Company (hereinafter referred to as "Independence Standards").
5. The Company has the Audit & Supervisory Board Members' external audit and oversight on the Board of Directors, the voluntary Executive Nomination Committee and Compensation Committee composed of Non-Executive Directors and Auditors (hereinafter, the term used for the combination of Non-Executive Directors and Audit & Supervisory Board Members), and the Independent Directors & Auditors Council composed of Independent Directors & Auditors (hereinafter, the term used for the combination of Independent Directors and Independent Audit & Supervisory Board Members), all of which function to complement the Board of Directors.
6. Independent Audit & Supervisory Board Members shall be the External Audit & Supervisory Board Members who meet the Independence Standards.

5