Fuji : Notice of Convocation of the 78th Ordinary General Meeting of Shareholders and Relevant Business Information

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 6134

June 5, 2024

FUJI CORPORATION

19 Chausuyama, Yamamachi, Chiryu, Aichi, Japan

Joji Isozumi, President & COO

Notice of Convocation of the 78th Ordinary General Meeting of Shareholders

To Our Shareholders

We are pleased to announce that the 78th Ordinary General Meeting of Shareholders of FUJI CORPORATION (the "Company") will be held as detailed below.

When convening this general meeting of shareholders, the Company takes measures for providing information that constitutes the content of Reference Material for the General Meeting of Shareholders, etc. (excluding the Voting Card), (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information on the following websites. Please access the Company's website by using the internet address shown below to review the information.

[Company's website] https://www.fuji.co.jp/ir/stockinfo/ (in Japanese)

[General Meeting of Shareholders materials posted website] https://d.sokai.jp/6134/teiji/ (in Japanese)

[Tokyo Stock Exchange website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Access the TSE website by using the internet address shown above, enter "FUJI" in "Issue name (company name)" or the Company's securities code "6134" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")

If you will not attend the meeting, you may exercise your voting rights via the internet or in writing (by postal mail). We request that you refer to the "Reference Material for the General Meeting of Shareholders," and exercise your voting rights by 6:00 p.m. on Wednesday, June 26, 2024. For information on how to exercise your voting rights, please refer to "Information on Exercise of Voting Rights" on page 3.

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Meeting Details

1. Date and Time: 10:00 a.m. on Thursday, June 27, 2024 (Reception is scheduled to start at 9:00 a.m.)
2. Venue:Grand Hall, 7th floor of the Corporate Headquarters

19 Chausuyama, Yamamachi, Chiryu, Aichi, Japan

3. Objectives of Meeting: Matters to be reported:

1. The Business Report and Consolidated Financial Statements for the 78th Fiscal Year (from April 1, 2023 to March 31, 2024) and the Results of Audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
2. Non-consolidatedFinancial Statements for the 78th Fiscal Year (from April 1, 2023 to March 31, 2024)

Matters to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Amendments to the Articles of Incorporation

Proposal 3: Election of Seven Board Members

Proposal 4: Election of One Substitute Audit & Supervisory Board Member

• When you attend the Meeting in person on the day, we kindly request you to submit the Voting Card to the reception desk at the meeting venue.
• When you exercise your voting rights in writing (by postal mail), if you do not indicate your approval or disapproval of a proposal on the voting form, it will be counted as a vote for approval of the proposal.
• When revisions are made to the provided electronic format measures, they will be posted on the respective websites listed on page 1.
• Please note that the Notice of Resolutions of the General Meeting of Shareholders will be posted on the Company's website (https://www.fuji.co.jp/) instead of being sent to you in writing.

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Information on Exercise of Voting Rights

Voting rights at the General Meeting of Shareholders are principal rights of shareholders.

Please exercise your voting rights after examining the attached Reference Material for the General Meeting of Shareholders.

You may exercise your voting rights by one of the following three methods.

Attending the General Meeting of		Exercising voting rights in		Exercising voting rights via the
	Shareholders		writing (by postal mail)		internet
Please submit the Voting Card to		Please indicate your approval or		Please indicate your approval or
the reception desk at the meeting		disapproval of each proposal on the		disapproval of each proposal in
venue.		Voting Card and post it without		accordance with the instructions on
			affixing a stamp.		the following page.
	Date and Time		Deadline		Deadline
10:00 a.m. on Thursday, June 27,		Must be received no later than 6:00		All data entry to be completed no
2024 (Reception is scheduled to		p.m. on Wednesday, June 26, 2024		later than 6:00 p.m. on Wednesday,
start at 9:00 a.m.)				June 26, 2024
	How to fill out the Voting Card
	Proposals 1, 2, and 4:
	If you approve:	Put a circle in the box marked "賛" [Approve].
	If you disapprove:	Put a circle in the box marked "否" [Disapprove].

Proposal 3:

If you approve all candidates:

If you disapprove all candidates:

If you selectively disapprove certain candidates:

Put a circle in the box marked "賛" [Approve]. Put a circle in the box marked "否" [Disapprove].

Put a circle in the box marked "賛" [Approve], and also write the candidate number for each candidate you disapprove.

Please note that your online vote will prevail should you exercise your voting rights both in writing (by postal mail) and via the internet. If you exercise your voting rights more than once via the internet, only the last vote shall be deemed valid.

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Guidance for Exercising Voting Rights via the Internet, Etc.

Scanning the QR Code

You can log in to the website for the exercise of voting rights without entering the login ID or temporary password printed on the Voting Card.

1. Please scan the QR Code printed on the Voting Card.

• "QR Code" is a registered trademark of DENSO WAVE INCORPORATED.

1. Please follow the directions that appear on the screen to input approval or disapproval to each proposal.

Entering login ID and temporary password

Voting website:https://evote.tr.mufg.jp/

1. Please access the website for exercise of voting rights.
2. Log in by entering your "login ID" and "temporary password" presented on the Voting Card.
3. Please follow the directions that appear on the screen to input approval or disapproval to each proposal.

If you have questions about the use of a

computer or smartphone for exercising your

vote via the internet, please contact:

Stock Transfer Agency (Help Desk), Mitsubishi UFJ Trust

and Banking Corporation

0120-173-027(Japanese-language only)

(Toll-free only from Japan / Hours: 9:00 a.m. to 9:00 p.m.)

Institutional investors may use the electronic voting platform for institutional investors operated by ICJ, Inc.

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Reference Material for the General Meeting of Shareholders

Proposal 1: Appropriation of Surplus

With regard to the Company's basic policy for profit distribution, we strive to maintain a dividend payout ratio of 50% as a basic policy, paying attention to capital demands for future business development as well as considering the continuous return of profits to shareholders as one of the most important management measures. Retained earnings are used for proactive investments for further growth and expansion, such as developing next-generation products and building a production structure, as well as to improve and strengthen the Company's business structure.

Based on the basic policy for profit distribution, we would like to propose to pay year-end dividends for the 78th business period as follows.

Details of the year-end dividends

1. Type of assets distributed as dividends: Cash
2. Allocation of assets distributed as dividends and the total amount thereof: ¥40 per share of the Company's common stock
   Please note that the total of the dividends will amount to ¥3,704,443,200.
   As a result, the annual dividend for the current fiscal year is ¥80 per share, including the interim dividend of ¥40.
3. Effective date of distribution from surplus: Friday, June 28, 2024

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Proposal 2: Amendments to the Articles of Incorporation

1. Reasons for proposal

In order to enable the flexible management of Board of Directors' meetings and to improve the objectivity and transparency of decision-making, the Articles of Incorporation will be changed so that the convener and chairperson of Board of Directors' meetings, who is stipulated in Article 24 of the current Articles of Incorporation, will be appointed in advance by a resolution of the Board of Directors.

2. Details of the amendments

Details of the proposed amendments are as shown below.

						(The proposed amendments are underlined.)
	Current Articles of Incorporation		Proposed Amendments
Article 24. (Convener and Chairperson of Board of Directors'	Article 24. (Convener and Chairperson of Board of Directors'
	Meetings)		Meetings)
1.	Unless otherwise provided by law or regulation, the Board of	1.	Unless otherwise provided by law or regulation, the Board of
	Directors' meetings shall be convened and chaired by the		Directors' meetings shall be convened and chaired by a Board
	Chairman.				Member who is appointed in advance by a resolution of the
						Board of Directors.
2.	If the position of Chairman is vacant or the Chairman has		2.	If the Board Member appointed under the preceding
	suffered an accident, the President shall act as Chairman, and		Paragraphhas suffered an accident, the other Board Members
	if the Presidenthas suffered an accident, the other Board		shall act in the position in the order that is determined in
	Members shall act in the position in the order that is		advance by a resolution of the Board of Directors.
	determined in advance by a resolution of the Board of
	Directors.

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Proposal 3: Election of Seven Board Members

The term of office of all seven Board Members expires at the close of this ordinary general meeting of shareholders. Accordingly, the Company proposes the election of seven Board Members including three Outside Board Members.

The candidates for Board Members are as follows.

Candidate		Name	Gender	Position and primary responsibility in the Company
number
1	Reappointment	Joji Isozumi	Male	President & COO
2	Reappointment	Shinsuke Suhara	Male	Board Member, Vice Chairman & CTO
3	Reappointment	Junichi Kano	Male	Board Member, Managing Executive Officer & CFO
General Manager, Corporate Operations Division
4	New	Takeshi Sato	Male	Executive Officer
appointment	General Manager, Robotic Solutions Division
5	Reappointment	Nobuko Kawai	Female	Outside Board Member	Outside Board Member
Independent Director
6	Reappointment	Shoji Mizuno	Male	Outside Board Member	Outside Board Member
Independent Director
7	New	Makoto Iwasaki	Male		Outside Board Member
appointment		Independent Director

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(Reference)

The skills matrix of the candidates for Board Members are given below on the basis of their experience so far.

Candidate				Corporate	Manufacture,	Sales and	Finance and	IT and digital	Legal affairs	Global
	Name	technology,	transformation	and
number				management	and R&D	marketing	accounting	(DX)	governance	experience
1	Joji Isozumi	○	○	○		○		○
2	Shinsuke Suhara	○	○			○	○
3	Junichi Kano	○		○	○		○	○
4	Takeshi Sato		○	○		○
	Nobuko Kawai
5		Outside Board							○
		Member
	Shoji Mizuno
6		Outside Board		○		○	○		○	○
		Member
	Makoto Iwasaki
7		Outside Board			○			○
		Member

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Candidate	Name	Career summary, position and responsibility in the	Number of the
	Company	Company's
number	(Date of birth)
(Position and representation of other companies)	shares owned
		April 1996	Entered the Company
		March 2014	Acting Manager, Business Planning
			Department
		April 2017	Seconded to Fuji America Corporation
			in a position equivalent to a department
			acting manager
		June 2021	Executive Officer; Manager,
	Joji Isozumi		Technology Development Department,
		Robotic Solutions Division; Manager,	6,777
	(January 31, 1974)
		Innovation Promotion Department
		June 2022	Executive Officer; General Manager,
1			Robotic Solutions Division; Manager,
		Business Planning Department
		June 2022	Board Member, Executive Officer
		June 2023	President & COO; General Manager,
			Robotic Solutions Division
		April 2024	President & COO (Present post)
	(Reason for nomination as a candidate for Board Member)
	Joji Isozumi has diverse development experience at Machine Tools Division, Development Center,
	FUJI Innovation Lab. (U.S.), Robotic Solutions Division, etc. Further, he has properly supervised
	management and made decisions on important matters as President & COO and has contributed to
	the expansion of business since 2023. The Company believes that he will be able to utilize his
	experience and knowledge cultivated through his career in management of the Company; therefore,
	he is re-nominated as a candidate for Board Member.

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Candidate number

2

Name	Career summary, position and responsibility in the	Number of the
	Company	Company's
(Date of birth)
(Position and representation of other companies)	shares owned
	April 1981	Entered the Company
	April 2004	Manager, Development Department 1,
		Electronics Assembly Equipment
		Division
	June 2008	Executive Officer; Deputy General
		Manager, Electronics Assembly
		Equipment Division; Manager, General
		Engineering Department 1
	June 2010	Board Member, Executive Officer
	June 2012	Board Member, Managing Executive
		Officer
	June 2013	Board Member, Managing Executive
		Officer; General Manager, Electronics
Shinsuke Suhara		Assembly Equipment Division
	(Currently Robotic Solutions Division)	20,861
(October 3, 1957)
June 2015	Board Member, Senior Managing
		Executive Officer
	June 2018	Board Member, Vice President,
		Executive Officer
	June 2019	President & COO; General Manager,
		Robotic Solutions Division
	June 2020	President & COO
	June 2022	Representative Director, Vice
		Chairman & CTO
	June 2023	Board Member, Vice Chairman & CTO
		(Present post)
	[Representation of Other Companies]
	Chairman, ADTEK FUJI Co., Ltd.
	Chairman, EDEC LINSEY SYSTEM Co., Ltd.

(Reason for nomination as a candidate for Board Member)

Shinsuke Suhara has served as Manager of Development Department, Manager of General Engineering Department, General Manager of Robotic Solutions Division, etc., and has executed the Company's business operations as Board Member, Vice Chairman since 2022. The Company believes that he will be able to utilize his experience and knowledge cultivated through his career in management of the Company; therefore, he is re-nominated as a candidate for Board Member.

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