NOTICE OF stCONVOCATION OF THE 101 ANNUAL ...3 Reference Documents for the Annual Shareholders’ Meeting Proposals and References Proposal No. 1: Partial Amendment to the Articles

1

These documents have been translated from a part of the Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals

shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other

forms of damages arising from the translations.

Securities Code (in Japan) 6945

June 2, 2016

To Our Shareholders:

Bunmei Shimojima

President and Representative Director

FUJITSU FRONTECH LIMITED

1776 Yanokuchi, Inagi-shi, Tokyo

NOTICE OF CONVOCATION OF THE 101st ANNUAL SHAREHOLDERS’ MEETING

You are cordially invited to attend the 101st Annual Shareholders’ Meeting of FUJITSU FRONTECH

LIMITED (the “Company”). The Annual Shareholders’ Meeting will be held for the purposes as described

below.

If you are unable to attend the Annual Shareholders’ Meeting, you can exercise your voting rights in

writing. Please review the Reference Documents for the Annual Shareholders’ Meeting, indicate your

votes for or against each of the proposals on the enclosed Voting Rights Exercise Form, and return the

form so that it is received by 5:10 p.m. on Wednesday, June 22, 2016, Japan time. 1. Date and Time: Thursday, June 23, 2016 at 10:00 a.m.

2. Place: The Company’s headquarters, located at

1776 Yanokuchi, Inagi-shi, Tokyo

3. Meeting Agenda: Matters to be reported: The Business Report, Consolidated Financial Statements, Non-consolidated

Financial Statements and Audit Results of the Consolidated Financial Statements by the Accounting Auditor and the Board of Auditors for the 101st fiscal year (April 1, 2015 -March 31, 2016)

Proposals to be resolved: Proposal No. 1: Partial Amendment to the Articles of Incorporation Proposal No. 2: Election of Six Directors (excluding Directors Concurrently Serving as

Audit & Supervisory Committee Members) Proposal No. 3: Election of Three Directors Concurrently Serving as Audit & Supervisory

Committee Members Proposal No. 4 Remuneration for Directors (excluding Directors Concurrently Serving as

Audit & Supervisory Committee Members) Proposal No. 5 Remuneration for Directors Concurrently Serving as Audit & Supervisory

Committee Members Proposal No. 6 Determination of the Amount and Other Details of the Remuneration for

Directors in the Form of Stock Options Proposal No. 7 Payment of Bonuses to Directors 4. Guide to Exercise of Voting Rights (Please refer to [Guide to Exercise of Voting Rights, etc.] on the next page.)

* When attending the Annual Shareholders’ Meeting, please submit the enclosed Voting Rights Exercise Form at the

reception desk on arrival at the Annual Shareholders’ Meeting.

2

[Guide to Exercise of Voting Rights, etc.]

If you are unable to attend the Annual Shareholders’ Meeting, you may appoint another shareholder of

the Company who holds a voting right as your proxy. In so doing, a document certifying the proxy is

required to be submitted to the Company.

If you exercise your voting rights by mail without indicating your vote for or against the proposals, it

is deemed as you expressed your intention to vote for the proposals.

If you want to diversely exercise your votes, it is required that you notify the Company in writing,

together with the reasons by three days before the day of the Annual Shareholders’ Meeting.

Information regarding the following matters will be posted or announced on the Company’s website at

http://www.fujitsu.com/jp/group/frontech/about/ir/ (Top page of “Investor Relations” (in Japanese

only)).

1. In accordance to the laws and regulations, and provisions of Article 15 of the Company’s Articles

of Incorporation, “List of Explanatory Notes to the Consolidated Financial Statements” and “List

of Explanatory Notes to the Non-consolidated Financial Statements” are posted. (The foregoing

are not included in the “Business Report for the 101st fiscal year” (in Japanese only)).

2. Any updates to the Reference Documents for the Annual Shareholders’ Meeting, the Business

Report, and the Consolidated and Non-Consolidated Financial Statements will be announced.

3

Reference Documents for the Annual Shareholders’ Meeting

Proposals and References

Proposal No. 1: Partial Amendment to the Articles of Incorporation

1. Reason for the proposal

(1) The Company intends to become a “company with Audit & Supervisory Committee,” introduced by the

Act for Partial Amendment to the Companies Act (Act No.90 of 2014: hereinafter referred to as the

“Amended Companies Act”), with a view to further reinforcing audit and supervisory functions by

granting Directors who concurrently serve as Audit and Supervisory Committee Members voting rights

at the Board of Directors, thereby further enhancing its corporate governance system. In association

with this change, the Company proposes to newly establish provisions concerning the Audit &

Supervisory Committee as well as Directors who concurrently serve as Audit & Supervisory Board

Members, while deleting provisions concerning Auditors and the Board of Auditors.

(2) Since the Amended Companies Act allows the Company to conclude the agreement limiting liability of

Directors with those who are not serving as Executive Directors and others, the Company proposes to

duly change the scope of Directors who may be covered under the agreement.

With respect to this change in provisions, all Auditors has previously given its approval.

(3) The Company proposes to enforce renumbering of certain articles, establishment of newly numbered

articles, revision of wording, and other adjustments as necessary in association with the addition and

removal of concerned articles.

2. List of changes

List of changes is as follows (from the next page onward).

These changes to the Articles of Incorporation shall become effective at the close of this Shareholders’

Meeting.

4

(Amended parts are underlined.)

Current Proposed amendment

Article 2 (Purpose)

The purpose of the Company is to engage in the

following business activities:

1. Development, manufacture, and sale of

communication equipment, electronic

equipment, and their components, and related

construction, design, contracting, maintenance,

and operation consignment;

2. Development and sale of software;

3. Electronic communication business, and

information processing and dissemination;

4. System building and consulting incidental or

relating to any of the foregoing items;

5. Manufacture and sale of various types of molds;

6. Lease of the products mentioned in the

foregoing items:

7. Maintenance, management, and operation of

commercial facilities, facilities that draw

visitors, and public facilities;

8. Security service specified in the Security

Services Law;

9. Cargo forwarder service under the Cargo

Forwarder Service Act;

10. Labor dispatch service under the Worker

Dispatch Act;

11. Sale, lease, and maintenance of secondhand

goods

12. Any other activity incidental to any of the

foregoing items.

Article 2 (Purpose)

(Same as on the left)

(1) (Same as on the left)












Article 4 (Organization)

The organization of the Company includes the

shareholders meetings, the directors, and the

following:

(1) Board of Directors;

(2) Corporate auditors;

(3) Board of corporate auditors

(4) Accounting auditors

Article 4 (Organization)

The organization of the Company includes the

shareholders meetings, the directors, and the

following:

(1) Board of Directors;

(2) Audit & Supervisory Committee;

(Deleted)

(3) Accounting auditors

5


Chapter 2 Shares

Chapter 2 Shares

Article 11 (Shareholder Register Administrator)

The Company shall appoint a shareholder register

administrator for shares. The shareholder register

administrator and its administrative office shall be

selected by a resolution of the Board of Directors

and public notice shall be given thereof.

The shareholder register and registry of share

options of the Company shall be kept in the

administrative office of the administrator of

shareholder register. The registration in the

shareholder register and registry of share options,

the purchase of shares representing less than one

unit, and other administrative procedures relating to

shares and share options shall be entrusted to the

shareholder register administrator, and not handled

by the Company.

Article 11 (Shareholder Register Administrator)


2. (Same as on the left)

Article 12 (Record Date)

Every year, the shareholders listed with voting

rights in the Company's shareholder register as of

March 31 are the shareholders entitled to vote at the

annual shareholders meeting for that fiscal year.

In addition to the foregoing provision, the

Company may set a record date with prior public

notice by resolution of the Board of Directors, and

the shareholders and registered pledgees listed in the

shareholder register as of the record date are entitled

to vote at the meeting.

Article 12 (Record Date)



Chapter 3 Shareholders Meeting

Chapter 3 Shareholders Meeting

Article 16 (Method of Passing Resolutions)

Except as otherwise prescribed in applicable laws

or regulations or these articles of incorporation, a

resolution at a shareholders meeting shall be made

by a majority of the voting rights of the shareholders

who are eligible to exercise voting rights and are

present at the meeting,.

A resolution set forth in Article 309, Paragraph 2

of the Companies Act shall be passed by a two thirds

(2/3) or greater majority of all of the voting rights

exercised at a meeting where shareholders having

one third (1/3) or more of all of the voting rights of

the shareholders who are eligible to exercise voting

rights are present.

Article 16 (Method of Passing Resolutions)



6


Article 17 (Exercise of Voting Rights by Proxy)

In shareholders meetings, a shareholder or his/her

statutory agent may exercise his/her voting rights

through one proxy who shall be another shareholder

holding voting rights.

In such case, the shareholder or a designated

agent shall submit in writing to the Company a

proxy form representing the shareholder for a

specific shareholders meeting.

Article 17 (Exercise of Voting Rights by Proxy)


2. In the case of the foregoing provision, the

shareholder or a designated agent shall submit

in writing to the Company a proxy form

representing the shareholder at each

shareholders meeting.

Chapter 4 Directors and Board of Directors

Chapter 4 Directors and Board of Directors

Article 19 (Number of Directors )

The Company shall have no more than twelve

(12) directors.

Article 19 (Number of Directors)

The Company shall have no more than twelve

(12) directors (excluding directors concurrently

serving as audit & supervisory committee members),

and no more than four (4) directors concurrently

serving as audit & supervisory committee members

(hereinafter referred to as “audit & supervisory

committee members.”)

Article 20 (Election)

The directors shall be elected at a shareholders

meeting.

Resolutions to elect directors shall be passed by

exercise of a majority of the voting rights at a

meeting where shareholders having one third (1/3)

or more of all of the voting rights of the

shareholders authorized to exercise voting rights are

present.

Cumulative voting for the election of directors is

not permitted.


The directors shall be elected at a shareholders

meeting on a separate basis between the directors

who are the audit and supervisory committee

members and other directors who are not.



Article 21 (Term of Office)

The term of office of a director shall end at the

close of the annual shareholders meeting for the

previous fiscal year within one (1) year following

the director's election.

(New)

(New)


The term of office of a director (excluding audit

& supervisory committee members) shall end at

the close of the annual shareholders meeting for

the previous fiscal year within one (1) year

following the director's election.

2. The term of office of an audit & supervisory

committee member shall end at the close of the

annual shareholders meeting for the previous

fiscal year within two (2) years following the

audit & supervisory committee member’s

election.

3. The term of office of a substitute audit &

supervisory committee member elected to fill a

vacancy of a retiring audit and supervisory

committee member shall end at the same time

when the term of office of such committee

member ends.

7


Article 22 (Remuneration)

The remunerations, bonuses, and other financial

benefits (hereafter referred to as remuneration)

received from the Company by directors for the

discharge of their duties shall be determined by

resolution at a shareholders meeting.


The remunerations, bonuses, and other financial

benefits (hereafter referred to as remuneration)

received from the Company by directors for the

discharge of their duties shall be determined by

resolution at a shareholders meeting on a separate

basis between the directors who are the audit and

supervisory committee members and other directors

who are not.

Article 24 (Notice of Meeting of Board of

Directors)

Notice of any meeting of the Board of Directors

shall be given to each director and corporate auditor

at least three (3) days prior to the date of the

meeting; provided, however, that in emergency

cases, the above period may be shortened.


Directors)

Notice of any meeting of the Board of Directors

shall be given to each director at least three (3) days

prior to the date of the meeting; provided, however,

that in emergency cases, the above period may be

shortened.

Article 25 (Resolutions of Board of Directors

without Meeting)

With the unanimous written or electronic consent

of all directors on the Board of Directors, the

Company may act without waiting for a resolution

of the Board of Directors on the matters consented

to, which are assumed to be resolutions already

passed by the Board of Directors.

However, the above provision does not apply if

any of the corporate auditors objects.

Article 25 (Resolutions of Board of Directors

without Meeting)

With the unanimous written or electronic consent

of all directors on the Board of Directors, the

Company may act without waiting for a resolution

of the Board of Directors on the matters consented

to, which are assumed to be resolutions already

passed by the Board of Directors.

Article 27 (Release of Directors from Liability)

The Company may, pursuant to a resolution of the

Board of Directors and in accordance with Article

426, Paragraph 1 of the Companies Act, release a

director (including a person who was a director)

from liability for damages caused by a breach of

duty as a director, to the extent permitted by laws or

regulations.

Article 27 (Release of Directors from Liability)




director (including a person who was a director)

from liability for damages caused by a breach of

duty as a director, to the extent permitted by laws or

regulations.

Article 28 (Agreement Limiting Liability of

Outside Directors)

The Company may, in accordance with Article

427, Paragraph 1 of the Companies Act, enter into

an agreement with an outside director limiting

liability for damages caused by a breach of such

outside director's duties. In this event, the maximum

liability pursuant to said agreement shall be the

minimum amount as prescribed by laws or

regulations.


Directors)



an agreement with a director (excluding an

executive director and others) limiting liability for

damages caused by a breach of such outside

director's duties. In this event, the maximum liability

pursuant to said agreement shall be the minimum

amount as prescribed by laws or regulations.

Chapter 5 Corporate Auditors and Board of

Corporate Auditors

Chapter 5 Audit & Supervisory Committee

Article 29 (Number of Corporate Auditors)

The number of corporate auditors of the Company

shall not be greater than four (4).

(Deleted)

8



The corporate auditors shall be elected at a

shareholders meeting. Resolutions to elect corporate

auditors shall be passed by exercise of a majority of

the voting rights at a meeting where shareholders

having one third (1/3) or more of all of the voting

rights of the shareholders authorized to exercise

voting rights are present.

(Deleted)


The term of office of a corporate auditor shall end

at the close of the annual shareholders meeting for

the previous fiscal year within four (4) years

following the corporate auditor's election.

The term of office of an interim corporate auditor

serving the unexpired term of a required corporate

auditor shall end when the term of office expires.

(Deleted)

Article 32 (Full-time Corporate Auditor)

By resolution by the Board of Corporate Auditors,

a full-time corporate auditor shall be elected from

the corporate auditors.

(Deleted)


Remuneration for corporate auditors shall be

determined by resolution at a shareholders meeting.

(Deleted)


Corporate Auditors)

Notice of any meeting of the Board of Corporate

Auditors shall be given to each corporate auditor at

least three (3) days prior to the date of the meeting;

provided, however, that in emergency cases, the

above period may be shortened.

Article 29 (Notice of Meeting of Audit &

Supervisory Committee)

Notice of any meeting of the Audit & Supervisory

Committee shall be given to each Audit &

Supervisory Committee Member at least three (3)

days prior to the date of the meeting; provided,

however, that in emergency cases, the above period

may be shortened.

Article 35 (Board of Corporate Auditors

Regulations)


or regulations or these articles of incorporation, all

matters relating to the Board of Corporate Auditors

shall be governed by the Board of Corporate

Auditors regulations prescribed by the Board of

Corporate Auditors.

Article 30 (Audit & Supervisory Committee

Regulations)


or regulations or these articles of incorporation, all

matters relating to the Audit & Supervisory

Committee shall be governed by the Audit &

Supervisory Committee regulations prescribed by

the Audit & Supervisory Committee.

Article 36 (Release of Corporate Auditors from

Liability)




corporate auditor (including a person who was a

corporate auditor) from liability for damages caused

by a breach of duty as a corporate auditor, to the

extent permitted by laws or regulations.

(Deleted)

9



Outside Corporate Auditor)



an agreement with an outside corporate auditor

limiting liability for damages caused by a breach of

such an outside corporate auditor's duties. In this

event, the maximum liability pursuant to said

agreement shall be the minimum amount as

prescribed by laws or regulations.

(Deleted)

Chapter 6 Accounting Auditors

Chapter 6 Accounting Auditors

Article 38 (Election of Accounting Auditors)

(Article omitted)

Article 31 (Election of Accounting Auditors)


Article 39 (Term of Office of Accounting

Auditors)

The term of office of accounting auditors shall

end at the close of the annual shareholders meeting

for the previous fiscal year within one (1) year

following the accounting auditor's election.

Unless otherwise resolved at the annual

shareholders meeting under the preceding

paragraph, accounting auditors shall be deemed to

have been re-elected at such annual shareholders

meeting.

Article 32 (Term of Office of Accounting

Auditors)



Article 40 (Remuneration for Accounting

Auditors)

Remuneration for accounting auditors shall be

determined by representative directors with the

agreement of the Board of Corporate Auditors.

Article 33 (Remuneration for Accounting

Auditors)

Remuneration for accounting auditors shall be

determined by representative directors with the

agreement of the Audit & Supervisory Committee.

Chapter 7 Accounts

Chapter 7 Accounts

Article 41 (Fiscal Year)

(Article omitted)

Article 34 (Fiscal Year)


Article 42 (Dividend from Surplus)


or regulations, the Company may decide on the

matters prescribed in accordance with Article 459,

Paragraph 1 of the Companies Act, by resolution of

the Board of Directors instead of by resolution of a


The Company shall pay a cash dividend from

surplus (hereinafter referred to as dividend) to the

shareholders and registered pledgees of shares listed

in the final shareholder register as of March 31 or

September 30 of each year.

Article 35 (Dividend from Surplus)



10


Article 43 (Period of Limitations for Dividend)

If any dividend remains uncollected three (3)

years after it first becomes due and payable, the

Company shall be released from its obligation to pay

said dividend.

Any unpaid dividend shall not accrue interest.

Article 36 (Period of Limitations for Dividend)



(New) Supplementary Provisions

(Transitional measures concerning the exemption of

liability from corporate auditors)

1. The Company may, pursuant to a resolution of

the Board of Directors and that within the

statutory limits, exempt a corporate auditor

(including a person who was a corporate

auditor) from liability for damages as prescribed

under Article 423, Paragraph 1 of the

Companies Act, arising out of his/her conduct

prior to the close of the 101st annual


2. The agreement limiting liability of outside

corporate auditors (including a person who was

an outside corporate auditor) as prescribed

under Article 423, Paragraph 1 of the

Companies Act, arising out of his/her conduct

prior to the close of the 101st annual

shareholders meeting, shall still be governed by

the provisions of Article 37 of the Articles of

Incorporation that were effective before the

change enforced by the resolution of the same

annual shareholders meeting.

11

Proposal No. 2: Election of Six Directors (excluding Directors Concurrently Serving as Audit &

Supervisory Committee Members)

The Company shall become a company with Audit & Supervisory Committee, subject to the approval of

the Proposal No.1; Partial Amendment to the Articles of Incorporation. At the same time, as the term of

office of all six directors will end at the close this Annual Shareholders’ Meeting. Accordingly, the Company

proposes election of six Directors (excluding Directors concurrently serving as the Audit and Supervisory

Committee Members).

The candidates for Directors (excluding Directors concurrently serving as Audit & Supervisory

Committee Members) are as follows:

Candi-

date

No.

Name (Date of birth)

Career summary, positions and responsibilities in the Company and significant concurrent positions

Number of shares of the

Company held by the candidate

1

Bunmei Shimojima (January 10, 1953)

April 1976 Joined FUJITSU LIMITED

6,000

June 2007 Corporate Vice President, In charge of Kansai Regional Sales, Regional Business Group President, Kansai Regional Sales Unit, FUJITSU LIMITED

June 2009 Corporate Senior Vice President President, Manufacturing & Distribution Solutions Business Group Executive Vice President, SME Business Planning Unit, FUJITSU LIMITED Outside Director of the Company (to June 2011)

April 2010 Corporate Senior Vice President, President, Distribution Industry Solutions Business Group, FUJITSU LIMITED

May 2013 Advisor of the Company June 2013 President and Representative Director of the Company (to

present)

<Reasons for selecting Bunmei Shimojima as a candidate for Director (excluding Director concurrently serving as Audit & Supervisory Committee Member)> Based on a wealth of business and management experience at FUJITSU LIMITED, Bunmei Shimojima has powerfully driven the creation and implementation of business strategies and has delivered results as the Company's President and Representative Director for three years. Moving forward, the Company believes that he is indispensable to achieve an even greater level of business performance and corporate value based on the implementation of our medium-term management plan. Therefore, it is proposed that he shall be elected as Director.

12

Candi-

date

No.





2

Kunihiko Matsumori (November 19,

1956)


7,600

April 2000 Director, Engineering Dept., Retail System Div., Consumer Transaction Business Unit, FUJITSU LIMITED

December 2001 Director, Engineering Dept. I, Retail Business Div., Research & Development Group of the Company

June 2003 General Manager, Retail Business Div., Research & Development Group of the Company

April 2006 President, Retail Business Group and General Manager, System Development Div. of the Company

April 2007 Corporate Vice President, President, Retail Business Group of the Company

June 2011 Corporate Senior Vice President, President, Retail Business Group of the Company

June 2012 Director, Corporate Senior Vice President, President, Retail Business Group of the Company

June 2015 Director, Corporate Senior Vice President, President, Retail Business Group and President, Quality Assurance Group of the Company

May 2016 Director, Corporate Senior Vice President, President, Frontline Solution Business Group and President, Quality Assurance Group and Responsibility for Frontline Business Promotion Group of the Company (to present)

<Reasons for selecting Kunihiko Matsumori as a candidate for Director (excluding Director concurrently serving as Audit & Supervisory Committee Member)> In addition to driving frontline technology businesses such as retail business and RFID for many years as Director and Corporate Vice President at the Company, Kunihiko Matsumori has taken part in the formulation and implementation of product-quality strategies. The Company believes that moving forward, he is qualified to expand frontline solution business, as well as to improve its product and service quality. Therefore, it is proposed that he shall be elected as Director.

13

Candi-

date

No.

Name

(Date of birth) Career summary, positions and responsibilities in the Company

and significant concurrent positions


Company held by the

candidate

3

Hiroshi Imamura

(January 4, 1956)


3,000

October 2001 Director, Engineering Dept. I, Finance Transaction System Div., Consumer Transaction Business Unit, FUJITSU LIMITED

December 2001 Director, Engineering Dept. I, ATM & Branch Systems Div., Research & Development Group of the Company

June 2005 General Manager, ATM & Branch Systems, Research & Development Group of the Company

June 2010 Corporate Vice President, President, ATM & Branch Systems Group of the Company

April 2012 Corporate Senior Vice President, President, ATM & Branch Systems Group of the Company

June 2014 Director, Corporate Senior Vice President, Responsibility for Financial Business, and President, ATM & Branch Systems Group of the Company

June 2015 Director, Corporate Senior Vice President, President, ATM & Branch Systems Group, and Responsibility for Frontline Business Promotion Group of the Company

(Serving the following positions to present) June 2011 Outside Director, TAKAMISAWA CYBERNETICS CO.,

LTD. May 2016 Director, Corporate Senior Vice President,

President, ATM & Branch Product Business Group, and President, Global Product Business Group of the Company

(Significant concurrent position)

Outside Director, TAKAMISAWA CYBERNETICS CO., LTD.

<Reasons for selecting Hiroshi Imamura as a candidate for Director (excluding Director

concurrently serving as Audit & Supervisory Committee Member)>

In addition to his achievements as Director and Corporate Vice President at the Company for

many years, Hiroshi Imamura has 5 years of management experience as Outside Director for

another company. At the Company, he has helped drive financial and mechanical components

businesses. The Company believes that moving forward, he is qualified to help further expand

its global product business. Therefore, it is proposed that he shall be elected as Director.

14

Candi-

date

No.

Name

(Date of birth)




4

Tatsuya Ishioka

(July 3,1956)


3,100

June 2007 President, Mizuho Accounts Business Unit, FUJITSU LIMITED

April 2010 President, Farming, Forestry & Fishery Systems Unit, FUJITSU LIMITED

May 2011 Senior Vice President, Financial Solution Business Group (Responsibility for Regional Financial Institutions) and President, Farming, Forestry & Fishery Systems Unit, FUJITSU LIMITED

April 2012 Corporate Vice President, President, Service Business Group and Executive Vice President, Sales & Marketing Group of the Company

May 2013 Corporate Senior Vice President, President, Service Business Group and Executive Vice President, Sales & Marketing Group of the Company

June 2014 Director, Corporate Senior Vice President, President, Sales & Marketing Group and President, Service Business Group of the Company

June 2015 Director, Corporate Senior Vice President, President, Sales & Marketing Group of the Company (to present)

<Reasons for selecting Tatsuya Ishioka as a candidate for Director (excluding Director

concurrently serving as Audit & Supervisory Committee Member)> Tatsuya Ishioka has many years of experience in financial business section at FUJITSU LIMITED and is delivering excellent results, including expanding business and promoting sales strategy in service business and sales & marketing groups. The Company believes that moving forward, he is qualified to help further enhance its business results and corporate value. Therefore, it is proposed that he shall be elected as Director.

15

Candi-

date

No.

Name





5

Naoki Yoshida

(April 11,1959)


1,600

September 2003 Director, Financial Planning & Analysis Dept., Corporate Controller Div., Corporate Finance Div., FUJITSU LIMITED

June 2009 Director, Cost Management Unit, FUJITSU LIMITED June 2010 Executive Vice President, Corporate Finance Group and

General Manager, Finance Div. of the Company June 2011 Corporate Vice President,

President, Corporate Finance Group and Responsibility for Business Re-engineering Office and Internal Audit Div. of the Company

May 2013 Corporate Senior Vice President, President, Corporate Finance Group and Responsibility for Business Re-engineering Office and Responsibility for Internal Audit Div. of the Company

June 2014 Corporate Senior Vice President, President, Corporate Finance Group and General Manager, Finance Div. and Responsibility for Internal Audit Office of the Company

June 2015 Director, Corporate Senior Vice President, President, Corporate Finance Group and General Manager, Finance Div. and Responsibility for Internal Audit Office of the Company

July 2015 Director, Corporate Senior Vice President, President, Corporate Finance Group and Responsibility for Internal Audit Office of the Company

<Reasons for selecting Naoki Yoshida as a candidate for Director (excluding Director

concurrently serving as Audit & Supervisory Committee Member)> Through a long experience in corporate finance section at the Company and FUJITSU LIMITED, Naoki Yoshida has gained an extensive knowledge in corporate finance, cost strategy, and internal control, etc. and achieved results at the Company in management improvement and business optimization. The Company believes that he is qualified to further enhance business results and corporate value. Therefore, it is proposed that he shall be elected as Director.

16

Candi-

date

No.

Name





6

Hiromu Kawakami (August 10, 1956)


-

December 2000 General Manager, Global SCM Planning & Promotion Div., Computer Products Business Group, FUJITSU LIMITED

December 2006 Senior Vice President, Storage Product Business Unit, FUJITSU LIMITED

April 2010 Head of Products Business Development and Management Unit, FUJITSU LIMITED

May 2011 Corporate Vice President, Head of Supply Chain Management Unit, FUJITSU LIMITED

(Serving the following positions to present) June 2011 Outside Director of the Company

April 2014 Corporate Vice President, SVP, Head of Corporate Purchasing Unit, FUJITSU LIMITED

(Significant concurrent position) Corporate Vice President, FUJITSU LIMITED

<Reasons for selecting Hiromu Kawakami as a candidate for Director (excluding Director

concurrently serving as Audit & Supervisory Committee Member)>

In addition to a wealth of business experience in operations and purchasing sections at

FUJITSU LIMITED, Hiromu Kawakami has delivered a strong performance for 5 years of as

Outside Director for the Company and has considerable insight regarding its business. The

Company believes that he will provide appropriate advice to overall management of the

Company. Therefore, it is proposed that he shall be elected as Director.

<Outline of the agreement limiting liability of Directors>

Upon election of Hiromu Kawakami, the Company will conclude a contract with him to limit

the amount of the damage liability stipulated in Article 423 Paragraph 1 of the Companies Act

in accordance with Article 427 Paragraph 1 of the Companies Act. The limitation of the liability

for damage under the contract shall be set at the minimum liability amount as stipulated by laws

and regulations.

(Note) None of the above candidates have any special interest in the Company.

17

Proposal No. 3: Election of Three Directors Concurrently Serving as Audit & Supervisory

Committee Members

The Company shall become a company with Audit & Supervisory Committee, subject to the approval of

the Proposal No.1; Partial Amendment to the Articles of Incorporation. Accordingly, the Company proposes

election of three Directors concurrently serving as Audit and Supervisory Committee Members. The Board

of Auditors has previously given its approval for this proposal.

The candidates for Directors concurrently serving as Audit and Supervisory Committee Members are as

follows (the candidates marked with * are new candidates):

Candi-

date

No.


Career summary, positions in the Company and significant concurrent positions



1

Yasuto Horino (April 11, 1957)

[Candidate for Outside Director]


-

December 1998 Manager, Finance Sec., Accounting Div., Fujitsu Support and Services Inc. (current FUJITSU FSAS INC.)

June 2002 Director, Corporate Planning Dept., Corporate Planning Office, Fujitsu Support and Services Inc.

June 2008 Deputy General Manager, Corporate Planning Office, FUJITSU FSAS INC.

May 2011 General Manager, Corporate Planning Office, Management Promotion Group, FUJITSU FSAS INC.

November 2012 Assistant Manager, Corporate Controller Div., Corporate Finance Unit, FUJITSU LIMITED

February 2013 CFO, Fujitsu (China) Holdings Co., Ltd.

May 2015 Assistant Manager, Corporate Controller Div., Corporate Finance Unit, FUJITSU LIMITED

June 2015 Standing Statutory Auditor (Outside Auditor) of the Company (to present)

<Reasons for selecting Yasuto Horino as a candidate for Outside Director concurrently serving

as Audit & Supervisory Committee Member>

The Company believes that Yasuto Horino can make the most of his extensive experience at

finance & accounting and corporate planning divisions of other companies and as CFO (Chief

Financial Officer) in the overseas company. The Company believes that he will utilize these

experiences in the Company’s audit and supervising operations. Therefore, it is proposed that he

shall be elected as Outside Director concurrently serving as Audit & Supervisory Committee

Member.

<Relationship between the candidate for Outside Director and specified related business

entities>

Yasuto Horino served as General Manager of Corporate Planning Office of Fujitsu Support and

Services Inc. (current FUJITSU FSAS INC.) until the end of November 2012, then served as

CFO (Chief Financial Officer) of Fujitsu (China) Holdings Co., Ltd. until the end of May 2015.

He was also affiliated with Corporate Finance Unit of FUJITSU LIMITED from the beginning

of November 2012 to the end of January 2013, and from the beginning of May to the end of June

2015. All of the companies are specified related business entities (Fujitsu Support and Services

Inc. and Fujitsu (China) Holdings Co., Ltd. are subsidiaries of the Company’s parent company,

and FUJITSU LIMITED is the Company’s parent company) of the Company.


Upon election of Yasuto Horino, the Company will conclude a contract with him to limit the

amount of the damage liability stipulated in Article 423 Paragraph 1 of the Companies Act in

accordance with Article 427 Paragraph 1 of the Companies Act. The limitation of the liability for

damage under the contract shall be set at the minimum liability amount as stipulated by laws and regulations.

18

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date

No.





2

Yoji Suzuki (March 31, 1947)

[Candidate for Outside Director]

March 1972 Registered as Japanese Certified Public Accountant

-

May 1984 Partner, Showa Audit Corporation (current Ernst & Young ShinNihon LLC)

May 1989 Member of the Board, The Japanese Institute of Certified Public Accountants

July 2003 Executive Director, Shin Nihon & Co. (current Ernst & Young ShinNihon LLC)

July 2009 Board of Councilors, Ernst & Young ShinNihon LLC

(Serving the following positions to present)

June 2012 Outside Auditor, FUJITSU COMPONENT LIMITED (to present)

June 2015 Outside Auditor of the Company


Japanese Certified Public Accountant

Outside Auditor, FUJITSU COMPONENT LIMITED

<Reasons for selecting Yoji Suzuki as a candidate for Outside Director concurrently serving as

Audit & Supervisory Committee Member>

The Company believes that Yoji Suzuki can make the most of his expertise and experience as a

certified public accountant and an auditor of other companies in the Company’s audit and

supervising operations. Therefore, it is proposed that he shall be elected as Outside Director

concurrently serving as Audit & Supervisory Committee Member. The Company also registered

him to the Tokyo Stock Exchange, Inc. as an Independent Officer.

<Relationship between the candidate and specified related business entities>

Yoji Suzuki currently serves as Outside Auditor of FUJITSU COMPONENT LIMITED, which

is a specified related business entity (a subsidiary of the Company’s parent company) of the

Company.

<Outline of a contract for limitation of liability> In accordance with Article 427 Paragraph 1 of the Companies Act, the Company has concluded a

contract with Yoji Suzuki to limit the amount of the damage liability stipulated in Article 423

Paragraph 1 of the Companies Act. The limitation of the liability for damage under the contract

shall be set at the minimum liability amount as stipulated by laws and regulations. Upon election

of Yoji Suzuki, the Company will renew a contract with him.

19

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No.





3

*Yuichi Koseki (March 12, 1964)


-

June 2008 Vice President, Group Management Promotion Office, Solutions Business Management Unit, FUJITSU LIMITED

June 2015 SVP, Head of Business Management Unit, Integration Services Business, FUJITSU LIMITED

April 2016 Corporate Executive Officer SVP, Head of Business Management Unit, Japan Sales In charge of Business Management Unit, Global Services Integration Business In charge of IT Management Service Business Unit In charge of Business Management, Digital Service Business, FUJITSU LIMITED (to present)


Corporate Vice President, FUJITSU LIMITED

<Reasons for selecting Yuichi Koseki as a candidate for Outside Director concurrently serving

as Audit & Supervisory Committee Member>

Yuichi Koseki has a wealth of business experience in service integration business and

management in digital service business at FUJITSU LIMITED. The Company believes that his

achievements and insight will be a great benefit to auditing and supervision at the Company.

Therefore, it is proposed that he shall be elected as Outside Director concurrently serving as

Audit & Supervisory Committee Member.


Upon election of Yuichi Koseki, the Company will conclude a contract with him to limit the

amount of the damage liability stipulated in Article 423 Paragraph 1 of the Companies Act in

accordance with Article 427 Paragraph 1 of the Companies Act. The limitation of the liability for

damage under the contract shall be set at the minimum liability amount as stipulated by laws and

regulations.

(Notes) 1. None of the above candidates have any special interest in the Company.

2. In an effort to enhance the effectiveness of the function of the Audit & Supervisory Committee,

the Company is scheduled to arrange a system in which standing members of the Audit &

Supervisory Committee, taken from the Standing Statutory Auditors, shall be engaged in audit on

a regular and continuous basis, while all of Audit & Supervisory Committee Members may be

entitled to investigate and audit business execution from the independent standpoint, subject to

the resolution of the Audit & Supervisory Committee.

Upon approval of this proposal, Yasuto Horino is scheduled to be elected as a standing member

of the Audit & Supervisory Committee, while Yasuto Horino, Yoji Suzuki and Yuichi Koseki are

scheduled to be elected as Audit & Supervisory Committee Members specifically appointed by

the Committee (appointed members of the Audit & Supervisory Committee), as prescribed under

Article 399-3, Paragraph 1 and Paragraph 2 of the Companies Act.

20

Proposal 4: Remuneration for Directors (excluding Directors Concurrently Serving as Audit &

Supervisory Committee Members)

The maximum of total remuneration amount for Directors was set at 150 million yen per year by the

resolution at the 93rd Annual Shareholders’ Meeting held on June 25, 2008, and this arrangement has

remained unchanged to date. This time, the Company shall become a company with Audit & Supervisory

Committee, subject to the approval of the Proposal No.1; Partial Amendment to the Articles of Incorporation.

On this occasion, the Company proposes to abolish the existing provisions concerning the remuneration for

Directors, and to make a new arrangement in which maximum of total remuneration amount for Directors

(excluding the Audit & Supervisory Committee Members) is set at 150 million yen per year, in view of the

circumstances including economic situations.

Number of Directors at present is six, while number of Directors (excluding the Audit & Supervisory

Committee Members) shall be six, subject to the approval of the Proposals No.1 and No.2, as originally

proposed.

Proposal 5: Remuneration for Directors Concurrently Serving as Audit & Supervisory Committee

Members

As aforementioned, the Company shall become a company with Audit & Supervisory Committee, subject

to the approval of the Proposal No.1; Partial Amendment to the Articles of Incorporation. On this occasion,

the Company proposes to set the maximum of total remuneration amount for Directors concurrently serving

as Audit & Supervisory Committee Members, at 60 million yen per year in consideration of the duties and

responsibilities of Directors in this category. Number of Directors concurrently serving as Audit &

Supervisory Committee Member shall be three, subject to the approval of the Proposals No.1 and No.3, as

originally proposed.

Proposal 6: Determination of the Amount and Other Details of the Remuneration for Directors in the

Form of Stock Options

The Company commenced issuance of stock acquisition rights as share remuneration-type stock options

to Directors (excluding Outside Directors), with the annual upper limit of 30 million yen, based on the

resolution at the 93rd Annual Shareholders’ Meeting held on June 25, 2008, and this arrangement has

remained unchanged to date. This time, the Company shall become a company with Audit & Supervisory

Committee, subject to the approval of the Proposal No.1; Partial Amendment to the Articles of Incorporation.

For the purpose of promoting mutual profit awareness between officers and shareholders, with enhanced

motivation towards the achievement of improved business results and higher share price, to ensure further

enhancement of corporate value, the Company, on this occasion, proposes to abolish the existing provisions

concerning the issuance of share remuneration-type stock options, and to make a new arrangement whereby

the Company issues stock acquisition rights as share remuneration-type stock options to Directors (excluding

Non-executive Directors), within the annual upper limit of 30 million yen, apart from the remuneration for

Directors (excluding Audit & Supervisory Committee Members) as discussed in the Proposal No. 4.

Number of Directors (excluding Outside Directors) at present is five, while number of Directors

(excluding Non-executive Directors) entitled to the issue of stock acquisition rights as share

remuneration-type stock options shall be five, subject to the approval of the Proposals No.1 and No.2, as

originally proposed.

(1) Type and number of shares to be delivered upon exercise of stock acquisition rights

No more than 100,000 shares of common stock of the Company shall be delivered upon exercise of the

stock acquisition rights, which are to be issued during one year from the date of the Company’s Annual

Shareholders’ Meeting each year.

If share split or share consolidation are carried out by the Company, number of shares to be delivered

upon exercise of stock acquisition rights shall be adjusted by the following formula, provided, however,

that such adjustment shall be made to the number of shares to be delivered upon exercise of stock

acquisition rights yet to be exercised at that point in time, and that any fraction of less than one share

shall be rounded down.

21

Number of shares after the adjustment =

Number of shares before the adjustment x share split/consolidation ratio

Besides the above, if needs for the adjustment to the number of shares arises after the date of resolution

for the approval of this proposal, the Company may make adjustment to the number of shares as deemed

appropriate within the reasonable range.

(2) Total number of stock acquisition rights

No more than 1,000 stock acquisition rights shall be issued during one year from the date of the Annual

Shareholders’ Meeting for each fiscal year. Number of shares to be delivered upon exercise of one stock

acquisition right (hereinafter referred to as “number of shares to be granted”) shall be 100, provided,

however, that if the number of shares is adjusted as prescribed in (1) above, the number of shares to be

granted shall be subject to the adjustment likewise.

(3) Method for calculating the amount to be paid in for the exercise of one stock acquisition right

The amount to be paid in at the exercise of one stock acquisition right, shall be the amount calculated by

multiplying the fair value of one stock acquisition right calculated on the allotment date of stock

acquisition rights, by the total number of stock acquisition rights allotted. Monetary remuneration

equivalent to the total amount to be paid in for the exercise of stock acquisition rights shall be paid to

Directors, and the claim for this remuneration shall be offset against the amount to be paid in for the

exercise of stock acquisition rights.

(4) The value of asset to be contributed at the exercise of stock acquisition rights

The value of asset to be contributed at the exercise of each stock acquisition right shall be the amount

calculated by multiplying the amount to be paid in per share delivered upon the exercise of one stock

acquisition right (which is set at one yen), by the number of shares to be granted.

(5) Time period in which stock acquisition rights may be exercised

30 years from the following day of the allotment date of stock acquisition rights

(6) Restriction on the acquisition of stock acquisition rights through transfer

Acquisition of stock acquisition rights through transfer shall require the approval of the Board of

Directors.

(7) Conditions for the exercise of stock acquisition rights

Holder of stock acquisition rights may exercise such stock acquisition rights only within 10 days from

the day following the day of the loss of his/her position as Director as well as Corporate Vice President

of the Company, while other conditions for the exercise of stock acquisition rights shall be decided at the

Board of Directors which decides on the guidelines for the subscription to stock acquisition rights.

Proposal 7: Payment of Bonuses to Directors

In view of the business performance of this fiscal year, a total of 50.40 million yen shall be paid to five

Directors (excluding Outside Directors) who were in position at the end of this fiscal year as their bonuses.

It is proposed that decisions as to the amount for each Director be entrusted to the Board of Directors.