(TRANSLATION)
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. The Company
assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from thetranslation.
(Securities code: 6954)
June 7, 2018

To Our Shareholders

Kenji Yamaguchi
Representative Member of the Board
President

FANUC CORPORATION
3580, Shibokusa Aza-Komanba, Oshino-mura,
Minamitsuru-gun, Yamanashi Prefecture

Dear Shareholders,

Notice of Convocation of
The 49th Ordinary General Meeting of Shareholders

You are cordially invited to attend the 49th Ordinary General Meeting of Shareholders of FANUC CORPORATION.
The meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights by either of the following methods.
Hence, please review the Reference Materials for the Ordinary General Meeting of Shareholders and exercise yourvoting rights by 5:00 p.m. (Japan time), Wednesday, June 27, 2018.
[Exercise of voting rights by Voting Rights Exercise Form]
Please indicate your votes for or against each of the proposals in the enclosed Voting Rights Exercise Form and return theform to us by the above-mentioned deadline.
[Exercise of voting rights by electronic methods (the Internet)]
Please access the website (https://www.tosyodai54.net) and enter your votes for or against each of the proposals inaccordance with the guidance on the screen by the above-mentioned deadline. If you have any questions, please contact theadministrator of FANUC CORPORATION’s shareholder register, Tokyo Securities Transfer Agent Co., Ltd. (Phone:
0120-88-0768).
Description
1. Date:Thursday, June 28, 2018, 10:00 a.m.

2. Place:

Main Hall, FANUC Headquarters, 3580, Shibokusa Aza-Komanba, Oshino-mura,
Minamitsuru-gun, Yamanashi Prefecture

3. Agenda of the Meeting
Matters to be reported:

Report on the business report, the consolidated financial statements, thenon-consolidated financial statements and the results of audit of the consolidated
financial statements by the Accounting Auditors and the Audit & Supervisory Board forthe 49th fiscal year (from April 1, 2017 to March 31, 2018).

Matters to be resolved:
Item 1: Dividends of Surplus
Item 2: Election of Thirteen (13) Directors
Item 3: Election of One (1) Audit & Supervisory Board Member
4. Other Matters Determined Concerning the General Meeting of Shareholders(1) If voting rights are exercised by both the enclosed Voting Rights Exercise Form and the electronic method, the votes
exercised by the electronic method shall be effective.
(2) If voting rights are exercised twice or more by electronic methods, the votes last exercised shall be effective.
* When attending the meeting, please hand the enclosed Voting Rights Exercise Form to the receptionist.
* Part of the Attachments to the Notice of Convocation of the General Meeting of Shareholders to be provided to you shallbe deemed to be delivered to you by posting them on our Internet website (https://www.fanuc.co.jp).
* In the event of any revision of the Attachments to the Notice of Convocation of the General Meeting of Shareholders andthe Reference Materials for the Ordinary General Meeting of Shareholders, it will be posted on our Internet website(https://www.fanuc.co.jp).
1Attachments to the Notice of Convocation of the General Meeting of Shareholders
BUSINESS REPORT(April 1, 2017 through March 31, 2018)
1.

Summary of Current Status of the FANUC Group(1) Business trends and achievements
In the business environment surrounding the FANUC Group during this period, demands generally remained favorable inall regions, such as Japan, the Americas, Europe, and Asia. Particularly, demands for capital investment were robust in
China.
Under these circumstances, the FANUC Group promoted initiatives allowing our customers to easily build and maintain ahighly reliable, efficient, and innovative production system with our products and services, by uniting as one group under
the slogans “one FANUC,” “Reliable” “Predictable” “Easy to Repair,” and “Service First.” In addition, while proceedingwith the application of AI technology to our products, in October 2017, we started operation in Japan of the FIELD system(FANUC Intelligent Edge Link and Drive system), an open platform in which various companies can participate, as an IoT
initiative.
During the fiscal year ended March 31, 2018, FANUC posted consolidated net sales totaling ¥726,596 million, up 35.3%,
consolidated ordinary income totaling ¥249,525 million, up 47.8%, and consolidated net income totaling ¥181,957 million,
up 42.5%, compared with the previous fiscal year.
(Note): “Net income” in “Summary of Current Status of the FANUC Group” means “Net income attributable to owners ofparent” in the Consolidated Statement of Income.
Furthermore, to meet the increasing demand for robots, we engaged in initiatives to reinforce our production capacity,
including the construction of the robot factory in Chikusei, Ibaraki Prefecture.
During this period, the “FIELD system,” an open platform for the manufacturing industry aimed at further improvement inproductivity and efficiency in the manufacturing sector, won the “Nikkan Kogyo Shimbun Best 10 New Product Awards
2017/Masuda Award” and the “Nikkei Business Daily Awards for Excellence / 2017 Nikkei Superior Products and Services
Awards.”
The following is a summary of the results for each business division:[FA Division]
Demand in the machine tool industry, the primary market for FANUC CNC systems, remained favorable mainly in Japan,
China, Europe, India, and other countries. Demand was also steady in other Asian economies. As a result, net sales of CNC
systems of the FANUC Group increased sharply compared with the previous fiscal year. In March 2018, the total
accumulated CNC shipment volume surpassed 4,000,000 units.
In terms of development, “Fast Cycle-time Technology,” a control technology group capable of reducing cycle time, wasdeveloped for the nano CNC “FANUC 30i series” that delivers high-speed, high-quality machining, and for FANUC’s
global-standard CNC “FANUC 0i series.” In addition, various other functions were also developed to improve machining
performance and the operability of machines. Furthermore, we proactively worked to improve operation rates with IoTtechnology by upgrading and adding functions to “MT-LINKi,” software that aggregates and visualizes information fromfactory equipment, and “SERVO Viewer,” software that enables monitoring of machines and machining operation statusfrom motor movement.
In the servo field, an ultra-large model was added to the “Servo Motor αi-B series.” This is expected to expand sales in thelarge servo press market. Furthermore, the lineup was enhanced and new features were developed to expand sales in various
markets.
2

Although FANUC laser sales were sluggish domestically and abroad, efforts were continued to expand sales of fiber laser
oscillators.
In terms of development, for the fiber laser oscillator “FANUC FIBER LASER series,” a Fiber Selector was developed
which splits laser light to allow a single laser oscillator to supply laser light to two robots. This is expected to help make
FANUC’s laser robot systems more competitive.
The FA Division posted consolidated sales of ¥222,254 million, up 27.0% compared with the previous fiscal year, and FA
Division sales accounted for 30.6% of consolidated net sales.
[ROBOT Division]
Sales of robots remained favorable in the Americas, Europe, and China, with particularly strong demand in China. Sales
were also steady in Japan. As a result, net sales by the ROBOT Division as a whole increased sharply compared with theprevious fiscal year. In November 2017, the total accumulated robot production volume surpassed 500,000 units.
New developments included an addition to the product lineup of the new “FANUC Robot SR series” of SCARA robots,
which feature high accuracy and high-duty performance and are optimized for assembling electronics and high-speed
handling of electronic components. A 15 kg payload model was also added to the lineup of our green “Collaborative
Robots,” which do not require a safety fence and enable robots and humans to work together. The new “3D Vision Sensor
3DV/400” was also developed, which is small-sized and light-weighted and can be mounted on robots. It helps reduce
cycle time by greatly reducing imaging time compared to conventional sensors. With such new products and new functions,the range of application of FANUC robots is anticipated to expand further.
The ROBOT Division posted consolidated sales of ¥227,827 million, up 19.9% compared with the previous fiscal year.
ROBOT Division sales accounted for 31.3% of consolidated net sales.
[ROBOMACHINE Division]
Sales of the ROBODRILL (small machining center), ROBOSHOT (electric injection molding machine), and ROBOCUT(wire-cut electric discharge machine) were steady for the automobile industry. IT-related sales were also steady in general,with particularly active short-term demand in China and other countries. As a result, net sales grew significantly comparedwith the previous fiscal year.
On the development front, for the “FANUC ROBODRILL α-DiB series” and wire-cut electric discharge machine “FANUC
ROBOCUT α-CiB series,” an “AI thermal displacement compensation function” was developed, which uses machinelearning technology to predict and compensate for thermal displacement based on data from multiple heat sensors placed onmachine components. This function improves machining stability amid changes in ambient temperature, and will help
expand sales of related ROBOMACHINE products. Furthermore, for the electric injection molding “FANUC ROBOSHOT
α-SiA series,” a “backflow monitoring function” was developed, which predicts wear on check valves using deep learningtechnology. This function will enhance preventive maintenance functions.
As for the ROBONANO (ultra-precision machine), sale of the ultra-precision “FANUC ROBONANO α-NMiA,” amachining system to which FANUC’s latest FA technology was applied, was launched in September 2017 in Japan.
Conformity with overseas safety standards was also completed in preparation for launch in overseas markets.
As a result, the ROBOMACHINE Division posted consolidated sales of ¥190,182 million, up 102.5% compared with theprevious fiscal year. ROBOMACHINE Division sales accounted for 26.2% of consolidated net sales.
[Service Division]
The Service Division, under the slogan of “Service First,” offered rapid maintenance services in order to minimize
downtime at customers’ factories in our maintenance service areas covering 107 countries worldwide (as of March 31,2018), while strengthening our service system, improving service technologies, enhancing service tools, and improving
efficiency through the adoption of IT.
3

As part of our efforts to strengthen our service system, the new Nagoya Service Center was opened. Together with Hino
Branch, this gives FANUC site redundancy for its call centers and parts centers, creating a system that enables swift service
support for our customers even in the event of a disaster or other contingency.
The Service Division posted consolidated sales of ¥86,333 million, up 10.8% compared with the previous fiscal year.
Service Division sales accounted for 11.9% of consolidated net sales.
【Efforts for AI and IoT】
FANUC is pushing the application of AI technology, with the cooperation of Preferred Networks, Inc. in all product groupsof the FA, ROBOT and ROBOMACHINE Divisions. Going forward, FANUC will further promote the introduction of
intelligence to its products by more specifically utilizing AI technology in order to differentiate itself from other companies
and to add value.
As for support for IoT, new features are added to the existing LINKi function of the FA and ROBOMACHINE, and theoperation of the FIELD system (FANUC Intelligent Edge Link and Drive system), an open platform in which a wide rangeof companies can participate, began in October 2017 in Japan. The FIELD system is an IoT product that connects various
equipment in manufacturing sites to improve productivity, and its major characteristic is that the system is able to process
information on a real-time basis at the edge (machining site, assembly site) of manufacturing sites.
The combination of the FIELD system and AI technology is expected to have an even greater synergy effect. In other words,
the application of the AI technology (deep learning technology) of Preferred Networks to the FIELD system will further
enhance the performance of intelligent functions of products and allow the result thereof to be shared by IoT.
【Research and Development】
During this period, FANUC continued to actively hire new researchers and expand its laboratories in order to conduct
research and development faster and more reliably. In this environment, in an effort to contribute to automating andincreasing efficiency in customers’ manufacturing, FANUC’s CNC Hardware Laboratory, CNC Software Laboratory,SERVO Laboratory, Laser Laboratory, ROBOT Mechanical Development Laboratory, ROBOT Software Development
Laboratory, ROBODRILL Laboratory, ROBOSHOT Laboratory, ROBOCUT Laboratory, and ROBONANO Research
Department focused on developing various new competitive products and features by raising the level of “highperformance” and “intelligence” rooted in high reliability, and successfully launched them in the market.
FANUC’s Basic Laboratory engaged in research and development of next-generation element technologies applicable to
FANUC products.
Furthermore, in October 2017, the FANUC Europe Development Center was opened in Germany to increase market sharefurther in Europe. This will enable swift response to our European customers’ requests.
(2) Capital Investment
FANUC pushed forward in the construction of a new robot factory in Chikusei City, Ibaraki Prefecture. Additionally,
FANUC ACADEMY was completed in Oshino-mura, Yamanashi Prefecture, as a training facility to support the effective
use of FANUC products by our customers. Furthermore, a new laser factory was completed in Mibu-machi, Tochigi
Prefecture. Other investments were also made toward future growth, including investments to boost production capacity,streamline manufacturing, and strengthen our service system.
Total capital investment during the fiscal year under review was ¥116,110 million.
(3) Financing
No external funding was required since FANUC met all of its funding requirements in the fiscal year under review with its
own resources.
4(4) Challenges
It is anticipated that the active IT-related short-term demand in the fiscal year 2017 will slow down in the fiscal year 2018.
Due to this and a variety of factors for uncertainty, including international trade friction, its impacts and foreign exchange
movements, the situation is expected to remain challenging and unpredictable as a whole.
Even under these circumstances, the FANUC Group, looking ahead to the future, will continue management based on along-term perspective that is not affected by short-term events.
Based on this fundamental thought and the slogan of “one FANUC,” the FANUC Group shall take maximum advantage of
our unique strength in uniting our FA, ROBOT and ROBOMACHINE Divisions to jointly provide total solutions andtaking care of customers throughout the world.
In addition, the FANUC Group will adhere to its origins as a producer of equipment to be used in manufacturing sites, andshall be thorough in implementing our slogan of “Reliable” “Predictable” “Easy to Repair” in product development, inorder to minimize downtime in our customers’ factories and improve the operation rate. At the same time, as a supplier ofcapital goods, we will fulfill our supplier responsibility to customers by ensuring our production system that customers canrely on even in the event of contingency.
Furthermore, we shall practice our basic policy of “Service First” in providing high-level services pursuant to FANUC’s
global standard anywhere in the world, and “lifetime maintenance” for as long as our customers use our products.
FANUC believes that AI and IoT are indispensable technologies in order for FANUC to continue developing and launching
highly competitive products in the market. By proactively adopting these technologies in all areas of the FA, ROBOT and
ROBOMACHINE products, we will further promote customers’ production efficiency.
In addition to the above policies focused on the long term, the FANUC Group will do its utmost to improve its research anddevelopment capabilities, boost the production capacity of its factories, and enhance its service system with the aim ofstrengthening the competitiveness of the FANUC Group as a whole and increasing its market share.
United as one group in the promotion of these measures, we will continue to ensure the practice of “Strict Preciseness andTransparency,” the principle of FANUC since its foundation, and make efforts to earn customer’ confidence and trust to aneven greater extent in the FANUC Group and become a company that will last forever.
Thank you for your continued support and assistance to FANUC.

5(5) Assets and Profits
1) The FANUC GroupItem
Net sales
Ordinary income
Net income
Net income per share (Yen)
Total assets
Net assets

FY 2014(46th term)
729,760
311,951
207,599
1,061.02
1,611,626
1,386,695

FY 2015(47th term)
623,418
229,361
159,700
816.781,512,895
1,334,910

FY 2016(48th term)
536,942
168,829
127,697658.63
1,564,769
1,369,457(Millions of yen)
FY 2017(49th term)
726,596249,525
181,957
938.66
1,729,080
1,467,630

FY 2014(46th term)
554,448
264,534
181,327926.74
1,317,514
1,160,363

FY 2015(47th term)
457,479
190,242140,084716.46
1,231,054
1,128,807

FY 2016(48th term)
399,111
141,733
112,393579.701,271,871
1,155,279(Millions of yen)
FY 2017(49th term)
572,963
196,196
147,664761.75
1,397,384
1,215,001

2) The Company
Item
Net sales
Ordinary income
Net income
Net income per share (Yen)
Total assets
Net assets(6) Principal Businesses
The principal businesses of the FANUC Group are the development, manufacture, sale, and maintenance service of the
products described in the following table:
Division
FA Division
ROBOT Division
ROBOMACHINE Division

Main products
CNC systems (CNC and servo motors), lasers
Robots (including robot systems)
ROBODRILL (small machining centers), ROBOSHOT (electric injection molding
machines), ROBOCUT (wire-cut EDMs), ROBONANO (ultra-precision machines)(7) Principal Sites
Head office
Laboratories

Branches

Factories
Training Centers

Oshino-mura, Minamitsuru-gun, Yamanashi Prefecture
CNC Hardware Laboratory, CNC Software Laboratory, SERVO Laboratory, Laser
Laboratory, ROBOT Mechanical Development Laboratory, ROBOT Software
Development Laboratory, ROBODRILL Laboratory, ROBOSHOT Laboratory,
ROBOCUT Laboratory, ROBONANO Research Department, Basic Laboratory(Oshino-mura and Yamanakako-mura, Minamitsuru-gun, Yamanashi Prefecture)
Hino Branch (Hino City), Nagoya Branch (Komaki City), Osaka Branch (Osaka City),
Hokkaido Branch (Ebetsu City), Tohoku Branch (Sendai City), Tsukuba Branch(Tsukuba City), Maebashi Branch (Maebashi City), Echigo Branch (Mitsuke City),
Hakusan Branch (Hakusan City), Chugoku Branch (Okayama City), Hiroshima Branch(Hiroshima City), Kyushu Branch (Kikuyo-machi, Kikuchi-gun, Kumamoto
Prefecture)
Headquarters Factory (Oshino-mura and Yamanakako-mura, Minamitsuru-gun,
Yamanashi Prefecture), Mibu Factory (Mibu-machi, Shimotsuga-gun, Tochigi
Prefecture), Tsukuba Factory (Chikusei City), Hayato Factory (Kirishima City)
FANUC ACADEMY (Oshino-mura, Minamitsuru-gun, Yamanashi Prefecture)6(8) Employees
Number of employees

The Company
The FANUC Group

3,495
7,163

(9) Principal Subsidiaries and Affiliated Companies
1) Principal Subsidiaries
Percentage of equity
Company name
Capital stock
participation (%)

Principal businesses

FANUC America
Corporation

US$157,300
thousand100

FANUC Europe
Corporation€ 110,961
thousand100

KOREA FANUCCORPORATION

Won 32,364 million

94

TAIWAN FANUCCORPORATION

NT$1,448 million

100

FANUC INDIA
PRIVATE LIMITED

Rupee 290 million

100

FANUC
PERTRONICS LTD¥327 million

100

FANUC SERVO LTD¥450 million

100

Development, manufacture, sale and maintenanceservices of robots and robot systems as well as saleand maintenance services of CNC systems, lasers
and ROBODRILL
Sale and maintenance services of CNC systems,
lasers, robots, ROBODRILL, ROBOSHOT and
ROBOCUT as well as manufacture, sale andmaintenance services of robot systems
Sale and maintenance services of CNC systems,
lasers, robots, ROBODRILL, ROBOSHOT and
ROBOCUT as well as manufacture, sale andmaintenance services of robot systems
Knock-down manufacture, sale and maintenanceservices of CNC systems, sale and maintenanceservices of lasers and robots, as well as manufacture,sale and maintenance services of robot systems
Sale and maintenance services of CNC systems,
robots, ROBODRILL, ROBOSHOT and
ROBOCUT as well as maintenance services of lasers
Manufacture of parts of CNC systems, lasers, robots,
ROBODRILL, ROBOSHOT and ROBOCUT
Manufacture of servo motors

Principal businesses

2) Principal Affiliated Companies

Company name

Capital stock

Percentage of equity
participation (%)

BEIJING-FANUC
Mechatronics CO.,LTD.

US$11,300
thousand50

SHANGHAI-FANUC
Robotics CO., LTD.

US$12,000
thousand50

Knock-down manufacture, sale and maintenanceservices of CNC systems as well as sale andmaintenance services of lasers
Sale and maintenance services of robots,
ROBODRILL, ROBOSHOT and ROBOCUT as
well as manufacture, sale and maintenance servicesof robot systems

7

2.

Matters Concerning the Shares of the Company(1) Total number of shares authorized to be issued by the Company:

400,000,000 shares(2) Total number of issued shares:

204,059,017 shares(3) Number of shareholders:

57,026(4) The ten largest shareholders:Number of shares(In thousands)

Percentage of equity
participation(%)

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

25,48913.1

Japan Trustee Services Bank, Ltd. (Trust Account)

15,723

8.1

JPMorgan Chase Bank, N.A. 380072

6,483

3.3

State Street Bank and Trust Company 505001

5,039

2.6

4,461

2.3

Japan Trustee Services Bank, Ltd. (Trust Account 5)

3,632

1.9

State Street Bank West Client - Treaty 505234

3,506

1.8

State Street Bank and Trust Company

2,959

1.5

2,949

1.5

2,698

1.4

Name

Citibank, N.A. - NY, as Depositary Bank for Depositary
Shareholders

Trust & Custody Services Bank, Ltd. (Securities Investment
Trust Account)
Japan Trustee Services Bank, Ltd. (Trust Account 1)

Note:

The percentages of equity participation are calculated after subtracting the number of treasury shares (10,220 thousand
shares) from the total number of issued shares.

8

3. Directors and Audit & Supervisory Board Members(1) Names of Directors and Audit & Supervisory Board Members, etc.
Position
Representative Member of the Board,
Chairman and CEO
Representative Member of the Board,
President and COO
Representative Member of the Board,
Senior Executive Vice President and CTO
Representative Member of the Board,
Senior Executive Vice President and CFO
Member of the Board,
Executive Vice President
Member of the Board,
Executive Vice President
Member of the Board,
Executive Vice President
Member of the Board,
Executive Vice President
Member of the Board,
Executive Vice President
Member of the Board
Member of the Board
Member of the Board
Member of the Board
Standing Audit & Supervisory Board
MemberStanding Audit & Supervisory Board
MemberAudit & Supervisory Board Member

Yoshiharu Inaba
Kenji Yamaguchi

General Manager, FA Business Division

Hiroyuki Uchida

General Manager, ROBOMACHINE Business Division

Yoshihiro Gonda

General Manager, Corporate Administration Division

Kiyonori Inaba

General Manager, ROBOT Business Division

Hiroshi Noda

Vice General Manager (R&D), FA Business Division

Katsuo Kohari
Shunsuke Matsubara

Vice General Manager (Sales), FA Business Division,and General Manager, Service Division
General Manager, Research & Development Administration Division

Toshiya Okada

Vice General Manager, Corporate Administration Division

Richard E. Schneider
Kazuo Tsukuda
Yasuo Imai
Masato Ono
Shunsuke Kimura

Chairman (Member of the Board) of FANUC America Corporation
Senior Corporate Advisor of Mitsubishi Heavy Industries, Ltd.
Vice Chairman of AIR WATER INC.
Special Advisor of Total Insurance Service Limited

Naoki Shimizu
Takeo Nakagawa

Audit & Supervisory Board Member

Masaharu Sumikawa

Audit & Supervisory Board Member

Hajime Harada

Notes:

Responsibilities
or significant concurrent posts of other entities

Name

Professor Emeritus of the University of Tokyo
Chairman and CEO of Fine Tech Co., Ltd.
Non-regular employee for specialized duties, Hitachi, Ltd.
(former Executive Vice President and Executive Officer, Hitachi, Ltd.)
Lawyer

1. Directors Kazuo Tsukuda, Yasuo Imai and Masato Ono are Outside Directors.
2. Audit & Supervisory Board Members Takeo Nakagawa, Masaharu Sumikawa and Hajime Harada are Outside Audit& Supervisory Board Members.
3. Other significant concurrent posts:
Outside Director Kazuo Tsukuda is also an Outside Director of Mitsubishi Research Institute, Inc., Outside Directorof Keihan Holdings Co., Ltd. and Outside Director (Audit and Supervisory Committee Member) of Yamaguchi
Financial Group, Inc.
Outside Director Masato Ono is also an Outside Director of Nippon Light Metal Holdings Company, Ltd.
Outside Audit & Supervisory Board Member Takeo Nakagawa is also an Outside Director of TSUGAMICORPORATION and Outside Director (Audit & Supervisory Committee Member) of OSG CORPORATION. He
was also Member of the Board of Sharp Corporation, from which position he retired on June 20, 2017.
None of the companies in which the Outside Directors or Outside Audit & Supervisory Board Members
concurrently hold posts have special relations with FANUC CORPORATION.
4. The Company has named the three Outside Directors Kazuo Tsukuda, Yasuo Imai and Masato Ono as Independent
Directors and the three Outside Audit & Supervisory Board Members Takeo Nakagawa, Masaharu Sumikawa andHajime Harada as Independent Auditors as defined by the Tokyo Stock Exchange and has duly notified the Tokyo
Stock Exchange.

(2) Total amount of remuneration, etc., payable to the Directors and Audit & Supervisory Board Members
The total amount of remuneration, etc. payable to the Directors for the fiscal year under review was ¥3,178 million (for13 Directors).
The total amount of remuneration, etc. payable to the Audit & Supervisory Board Members for the fiscal year under9

review was ¥216 million (for 5 Audit & Supervisory Board Members).
Of the above, the total amount of remuneration, etc. payable to the Outside Directors and Outside Audit & Supervisory
Board Members was ¥108 million (for 3 Directors and 3 Audit & Supervisory Board Members).
The upper limit of the total annual remuneration, etc. for Directors was set at the total amount of followings byresolution of the 37th Ordinary General Meeting of Shareholders of June 28, 2006.
1) Fixed annual aggregate ceiling amount of ¥1 billion
2) Variable aggregate ceiling amount, which is set at the consolidated net profit of each half year multiplied by 1/25 ofthe dividend payout ratio (%). (It should be noted, however that the variable amount for the first half of the fiscal
year shall be paid in the second half of the relevant fiscal year and that for the second half shall be paid in the firsthalf of following fiscal year.)
Note: The payout ratio (%) shall be calculated in accordance with the following formulafor each half year:
Payout ratio for the first half of the fiscal year (April to September)= Amount of interim dividend per share for said period
÷ Consolidated net income per share for said period × 100
Payout ratio for the second half of the fiscal year (October to March next year)= Amount of year-end dividend per share for said fiscal year÷ (Consolidated net income per share for said fiscal year
－ consolidated net income per share for first half of said fiscal year) × 100
The upper limit of the total annual remuneration, etc. for Audit & Supervisory Board Members was set at 250 million
yen by resolution of the 45th Ordinary General Meeting of Shareholders of June 27, 2014.

(3) Matters concerning the Outside Directors and Outside Audit & Supervisory Board Members
Major activities
Name
Kazuo Tsukuda

Yasuo Imai

Masato Ono

Takeo Nakagawa

Masaharu Sumikawa

Hajime Harada

Major activities
He attended 12 out of 14 meetings of the Board of Directors, and provided advice whenevernecessary, based on his wide experience and knowledge he had obtained as a long-serving
corporate executive.
He attended all of 14 meetings of the Board of Directors, and provided advice whenevernecessary, based on his wide experience and knowledge he had obtained as a long-serving
corporate executive.
He attended all of 14 meetings of the Board of Directors, and provided advice whenevernecessary, based on his wide experience and knowledge he had obtained as a long-serving
corporate executive.
He attended 13 out of 14 meetings of the Board of Directors and all of 4 meetings of the
Audit & Supervisory Board, and provided advice whenever necessary, based on his wide
experience and knowledge as a university professor and corporate executive.
He attended all of 14 meetings of the Board of Directors and all of 4 meetings of the Audit &Supervisory Board, and provided advice whenever necessary, based on his wide experienceand knowledge he had obtained as a long-serving corporate executive.
He attended all of 14 meetings of the Board of Directors and all of 4 meetings of the Audit &Supervisory Board, and provided advice whenever necessary, based on his wide experienceand knowledge as a lawyer.

10Consolidated Balance Sheet(As of March 31, 2018)
Titles of Account(Total Assets)
Current assets
Cash and bank deposits
Notes and accounts receivable –tradeMarketable securities
Finished goods
Work in process
Raw materials and supplies
Deferred income taxes
Other
Allowance for doubtful accounts

Amount
1,729,080
1,127,996
602,329
175,460

Fixed assets
Property, plant and equipment, atcost
Buildings
Machinery, equipment and vehicles
Land
Construction in progress
Other
Intangible assets
Investments and other assets
Investment securities
Deferred income taxes
Other
Allowance for doubtful accounts
Total

601,084
485,877

145,000
71,68056,40522,033
26,48330,030(1,424)230,204
44,484143,036
54,654
13,4997,064
108,143
89,946
15,245
3,323(371)
1,729,080

Titles of Account(Liabilities)
Current liabilities
Notes and accounts payable – trade
Accrued income taxes
Warranty reserves
Other
Long-term liabilities
Net defined benefit liability
Other(Millions of yen)Amount261,450
191,070
52,901
46,466
7,047
84,65670,38067,562
2,818(Net assets)
Shareholders' equity
Common stock
Capital surplus
Retained earnings
Treasury stock, at cost
Accumulated other comprehensive
incomeValuation difference on
available-for-sale securities
Foreign currency translation adjustment
Remeasurements of defined beneftplans
Non-controlling interests

1,467,630
1,473,236
69,01496,265
1,398,977(91,020)(11,646)

Total

1,729,080

13,090(619)(24,117)
6,040

Consolidated Statement of Income(April 1, 2017 through March 31, 2018)(Millions of yen)
Titles of AccountAmountNet sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest and dividends income
Miscellaneous income
Non-operating expenses
Miscellaneous loss
Ordinary income
Income before income taxes
Income taxes
Income taxes – current
Income taxes – deferred
Net income
Net income attributable to non-controlling interests
Net income attributable to owners of parent

726,596398,398
328,198
98,594
229,604
24,805
4,793
20,012
4,884
4,884
249,525
249,525
67,08867,660(572)
182,437480
181,957

11

Non-Consolidated Balance Sheet(As of March 31, 2018)
Titles of AccountAmount(Total Assets)
Current assets
Cash and bank deposits
Notes receivable – trade
Accounts receivable – tradeMarketable securities
Finished goods
Work in process
Raw materials and supplies
Deferred income taxes
Other
Allowance for doubtful accounts

1,397,384
790,473
398,02121,001
99,343145,000
18,01951,056
20,46414,013
23,954(398)

Fixed assets
Property, plant and equipment, atcost
Buildings
Machinery and equipment
Land
Construction in progress
Other
Intangible assets
Investments and other assets
Investment securities
Stocks of subsidiaries and affiliates
Deferred income taxes
Other
Allowance for doubtful accounts
Total

606,911443,900
199,570
41,675
128,640
53,09420,921
6,478
156,533
32,429108,668
14,5101,297(371)
1,397,384

Titles of Account(Liabilities)
Current liabilities
Accounts payable
Accrued expenses
Accrued charge
Accrued income taxes
Warranty reserves
Other
Long-term liabilities
Allowance for employees’ retirement benefits
Other(Net assets)
Shareholders' equity
Common stock
Capital surplus
Legal capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for research and development
Reserve for reduction entry
General reserve
Retained earnings brought forward
Treasury stock, at cost
Valuation and translation adjustment
Net unrealized holding gain on othersecurities
Total

Non-Consolidated Statement of Income(April 1, 2017 through March 31, 2018)(Millions of yen)Amount572,963
340,725
232,238
57,358
174,880
25,96622,026
3,940
4,650
4,650
196,196
196,196
48,532
53,234(4,702)
147,664

Titles of AccountNet sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest and dividends income
Miscellaneous income
Non-operating expenses
Miscellaneous loss
Ordinary income
Income before income taxes
Income taxes
Income taxes – current
Income taxes – deferred
Net income

12(Millions of yen)Amount182,383
140,829
46,48630,826
17,96339,0993,187
3,268
41,55438,8852,669

1,215,001
1,202,127
69,014
96,057
96,057
1,128,076
8,252
1,119,824
311,800
42
303,580
504,402(91,020)
12,874
12,874
1,397,384

Non-Consolidated Statement of Changes in Shareholders’ Equity, Etc.
(April 1, 2017 through March 31, 2018)(Millions of yen)
Shareholders’ equity
Capital surplus
Commonstock
Balance at March 31, 2017

69,014

Legal capital Other capitalsurplussurplus96,057Retained earnings

Other retained earnings
Total capital Legal retained Reserve forReserve forsurplusearnings
research andreduction
development
entry
96,057－8,252

311,800

Changes during this term
Reversal of reserve for
reduction entry
Dividends of retained earnings

44

(2)

Net income
Purchase of treasury stock
Disposal of treasury stock

1

1

Retirement of treasury stock
Net change except
shareholders’ equity during thistermTotal changes during this term

(1)

(1)

Balance at March 31, 2018

－

－

－

－

－

－

(2)

69,014

96,057－

96,0578,252

311,800

42

Valuation andtranslation adjustment

Shareholders’ equity
Retained earnings
Other retained earnings
Generalreserve
Balance at March 31, 2017

303,580

Changes during this term:
Reversal of reserve for
reduction entry
Dividends of retained earnings
Net income

Total
retainedearnings

Valuation
Total
TreasuryTotal
difference on valuation
stock, at shareholders’ availableandcost
equityfor-saletranslation
securities adjustments

Total net
assetsRetainedearnings
brought
forward448,802

1,072,478

2

－

－

－

(91,969)(91,969)(91,969)(91,969)

147,664

147,664

147,664

147,664(90,677)

1,146,872

8,407

8,407

1,155,279

Purchase of treasury stock

(442)

(442)

(442)

Disposal of treasury stock

1

2

2

98

－

－

Retirement of treasury stock
Net change except
shareholders’ equity during thistermTotal changes during this term
Balance at March 31, 2018

(97)

(97)

4,467

4,467

4,467

－

55,60055,598(343)

55,255

4,467

4,467

59,722

303,580

504,402

1,128,076(91,020)

1,202,127

12,874

12,874

1,215,001

13

Copy of the Accounting Auditors’ Report Related to the Consolidated Financial Statements(Translation)
REPORT OF INDEPENDENT AUDITORSMay 21, 2018

The Board of Directors
FANUC CORPORATION

We have audited the consolidated balance sheet, the consolidated statement of income, the consolidated
statement of changes in shareholders’ equity, and the notes to consolidated financial statements of FANUCCORPORATION (the “Company”), applicable to its consolidated fiscal year from April 1, 2017 to March 31,
2018, pursuant to Article 444, Paragraph 4 of the Companies Act of Japan.
Responsibility of the Company’s Management for Consolidated Financial Statements
The responsibility of the Company’s management is to prepare and properly present the consolidated
financial statements in conformity with corporate accounting standards generally accepted in Japan. It includes
the establishment and enforcement of internal control that the Company’s management deems necessary, toprepare and properly present the consolidated financial statements without material misstatement due tomisconducts or errors.
Responsibility of Accounting Auditors
Our responsibility is to express an opinion on these consolidated financial statements from an independent
standpoint based on our audit. We conducted our audit in accordance with auditing standards generally acceptedin Japan. Those auditing standards require us to plan and perform the audit to obtain reasonable assurance as towhether the consolidated financial statements are free of material misstatement.
An audit includes performing procedures to obtain auditing evidence supporting the amounts and thedisclosures in the consolidated financial statements. An auditing procedure is selected and applied, in ourestimation, based on the assessment of a risk of material misstatement due to misconducts or errors in the
consolidated financial statements. The purpose of the audit is not to express an opinion on the effectiveness ofinternal control, but, in the assessment of risks, we evaluate the internal control in relation to the preparation andproper presentation of the consolidated financial statements to make proper auditing procedures suited for thesituation. An audit also includes assessing the accounting policies and methods of application thereof employedby management and estimates made by management, as well as evaluating the overall presentation of theconsolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.
Opinion of Auditors
We are of the opinion that the above consolidated financial statements present properly the financial positionand profit and loss of the corporate group comprised of FANUC CORPORATION and its consolidated
subsidiaries for the period related to the consolidated financial statements in all material respects in conformity
with corporate accounting standards generally accepted in Japan.
Interest
Our firm and engagement partners have no interest in the Company which is required to be disclosed under
the provisions of the Certified Public Accountants Act of Japan.
Ernst & Young ShinNihon LLC
Hitoshi Yonemura (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Isamu Ando (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

14

Copy of the Accounting Auditors’ Report Related to the Non-Consolidated Financial Statements(Translation)
REPORT OF INDEPENDENT AUDITORSMay 21, 2018

The Board of Directors
FANUC CORPORATION

We have audited the balance sheet, the statement of income, the statement of changes in shareholders’ equity,
the notes to non-consolidated financial statements, and the supplementary financial schedules of FANUCCORPORATION (the “Company”) applicable to its 49th fiscal year from April 1, 2017 to March 31, 2018,
pursuant to Article 436, Paragraph 2, Item 1 of the Companies Act of Japan.
Responsibility of the Company’s Management for Financial Statements, etc.
The responsibility of the Company’s management is to prepare and properly present the financial statements
and the supplementary financial schedules in conformity with corporate accounting standards generally acceptedin Japan. It includes the establishment and enforcement of internal control that the Company’s management
deems necessary, to prepare and properly present the financial statements and the supplementary financial
schedules without material misstatement due to misconducts or errors.
Responsibility of Accounting Auditors
Our responsibility is to express an opinion on these financial statements and the supplementary financial
schedules from an independent standpoint based on our audit. We conducted our audit in accordance withauditing standards generally accepted in Japan. Those auditing standards require us to plan and perform the audit
to obtain reasonable assurance as to whether the financial statements and the supplementary financial schedules
are free of material misstatement.
An audit includes performing procedures to obtain auditing evidence supporting the amounts and thedisclosures in the financial statements and the supplementary financial schedules. An auditing procedure isselected and applied, in our estimation, based on the assessment of a risk of material misstatement due tomisconducts or errors in the financial statements and the supplementary financial schedules. The purpose of theaudit is not to express an opinion on the effectiveness of internal control, but, in the assessment of risks, weevaluate the internal control in relation to the preparation and proper presentation of the financial statements andthe supplementary financial schedules to make proper auditing procedures suited for the situation. An audit also
includes assessing the accounting policies and methods of application thereof employed by management andestimates made by management, as well as evaluating the overall presentation of the financial statements and the
supplementary financial schedules.
We believe that our audit provides a reasonable basis for our opinion.
Opinion of Auditors
We are of the opinion that the above financial statements and the supplementary financial schedules present
properly the financial position and profit and loss for the period related to the financial statements and the
supplementary financial schedules in all material respects in conformity with corporate accounting standards
generally accepted in Japan.
Interest
Our firm and engagement partners have no interest in the Company which is required to be disclosed under
the provisions of the Certified Public Accountants Act of Japan.
Ernst & Young ShinNihon LLC
Hitoshi Yonemura (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Isamu Ando (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

15

Copy of the Audit Report of the Audit & Supervisory Board (Translation)
AUDIT REPORT
We, the Audit & Supervisory Board, based on the audit report prepared by each Audit & Supervisory Board
Member on the performance by the Directors of their duties during the 49th fiscal year from April 1, 2017 to March 31,
2018, prepared this audit report upon deliberation and hereby report as follows:
1. Method of Audit by the Audit & Supervisory Board Members and the Audit & Supervisory Board and the Particulars
thereof:(1) The Audit & Supervisory Board determined the audit policy, audit plans, etc. and received from each the Audit &Supervisory Board Member reports on the state of his performance of audits and the results thereof. The Board also
received reports from the Directors, etc. and the Accounting Auditors on the state of performance of their duties, andsought explanations as necessary.
(2) Each Audit & Supervisory Board Member, in accordance with the auditing standards of Audit & Supervisory Board
Members established by the Audit & Supervisory Board and the assignment of duties, etc. determined by the Audit &Supervisory Board, maintained constant communication with the Directors, Internal Auditing Section and other
employees, etc. in an effort to collect information and improve the environment for auditing, conducted audit inaccordance with the following methods.
(i) Each Audit & Supervisory Board Member attended meetings of the Board of Directors and other important
meetings, received from the Directors and employees, etc. reports on the state of performance of their duties,
sought explanations as necessary, inspected important decision documents, etc., and made investigation into thestate of activities and property at the head office and principal business offices of the Company. With regard to its
subsidiaries, we maintained constant communication, and exchanged information with the directors, Audit &Supervisory Board Members, etc. thereof, and requested the subsidiaries to render reports on their business
operations as necessary.
(ii) We also monitored and verified the details of the resolutions of the Board of Directors for establishing systems tosecure that the performance by the Directors of their duties will comply with laws or ordinance and the Articles ofIncorporation and such other systems provided for in Article 100, Paragraphs 1 and 3 of the Ordinance for
Enforcement of the Companies Act of Japan as necessary to secure the adequacy of business of corporate group
comprising of joint-stock corporations and its subsidiaries, as well as the status of the systems (internal control
systems) established pursuant to such resolutions, as described in the business report, and we received from the
Directors and employees, etc. regular reports on the state of establishment and operation thereof, sought
explanations as necessary, and expressed opinions.
With regard to the internal control on financial reporting, we received from the Directors, etc. and Accounting
Auditors reports on the assessment of such internal control and auditing thereof, and sought explanations asnecessary. With regard to its subsidiaries, we maintained constant communication, and exchanged information
with the directors, Audit & Supervisory Board Members, etc. thereof, and requested the subsidiaries to renderreports on their business operations as necessary. In accordance with such methods, we investigated the business
report and its supplementary schedules for the fiscal year under review.
(iii)We also monitored and verified whether the Accounting Auditors had maintained an independent position andconducted adequate audits, received from the Accounting Auditors reports on the state of performance of theirduties, and requested explanations as necessary. In addition, we received from the Accounting Auditors a noticethat the “systems to secure adequate performance of duties” (as listed in the items of Article 131 of the Ordinancefor Corporate Accounting) had been established in accordance with the “Standard for Quality Control Concerning
Audits” (the Business Accounting Council, October 28, 2005), and requested explanations as necessary.
In accordance with such methods, we investigated the business report and its supplementary schedules,
non-consolidated financial statements (the non-consolidated balance sheet, the non-consolidated statement of income, the16non-consolidated statement of changes in shareholders’ equity, etc. and the notes to non-consolidated financial statements)
and the supplementary financial schedules, as well as the consolidated financial statements (the consolidated balance sheet,the consolidated statement of income, the consolidated statement of changes in shareholders’ equity, etc. and the notes toconsolidated financial statements), for the fiscal year under review.
2. Results of Audit:(1) Results of audit of the business report, etc.:
We are of the opinion:(i)That the business report and its supplementary schedules fairly present the state of the Company in accordancewith laws and ordinances and the Articles of Incorporation;(ii) That in connection with the performance by the Directors of their duties, no dishonest act or material fact ofviolation of laws and ordinances and the Articles of Incorporation exists; and(iii) That the details of the resolutions of the Board of Directors on internal control systems are proper and that thecontents of business report and performance by the Directors of their duties concerning such internal control
systems, including internal control system on financial reporting, contains nothing to be pointed out.
(2) Results of audit of the non-consolidated financial statements and the supplementary financial schedules:
We are of the opinion that the method and results of the audit made by the Account Auditors, Ernst & Young
ShinNihon LLC, are proper.
(3) Results of audit of the consolidated financial statements:
We are of the opinion that the method and results of the audit made by the Account Auditors, Ernst & Young
ShinNihon LLC, are proper.
May 22, 2018
Audit & Supervisory Board
FANUC CORPORATION
Shunsuke Kimura(seal)
Standing Audit & Supervisory Board Member
Naoki Shimizu(seal)
Standing Audit & Supervisory Board Member
Takeo Nakagawa(seal)
Outside Audit & Supervisory Board Member
Masaharu Sumikawa(seal)
Outside Audit & Supervisory Board Member
Hajime Harada(seal)
Outside Audit & Supervisory Board Member

17Reference Material for the Ordinary General Meeting of Shareholders
Item 1Dividends of Surplus

Our shareholder return policy is as follows:(Announced on April 27, 2015)
1.

Dividends
In order to further enhance the distribution of profits to our shareholders in the long term, we have decided, as our basic
policy, to implement a dividend payout ratio of 60% of our consolidated net profit for the full fiscal year.

2.

Share buybacks
We aim to buy back our own shares in a flexible manner depending on the level of our stock prices, taking into account thebalance with our investment in growth, and where the Five-Year Average Total Return Ratio (*) does not exceed 80%.
(*) Five-Year Average Total Return Ratio means the ratio of the total combined amount of dividends and the total amount of share buybacks, over the total
amount of our consolidated net profit for a five-year period.

3.

Cancellation of treasury shares
We aim to limit the number of our treasury shares that we hold to a maximum of 5% of the total number of issued shares.
We will, as a general rule, cancel any portion exceeding that limit every fiscal year.

Based on the aforementioned shareholder return policy, in order that the dividend payout ratio for the fiscal year 2017 (the fiscal
year ended March 31, 2018) will be 60% of our consolidated net profit for the full fiscal year, in total with the dividend for the
first half of the fiscal year that has been paid in December, 2017, it is proposed that the dividend for the second half of the fiscal
year be as follows: (The dividend for the full fiscal year will be ¥563.20 per share, in total with the dividend for the first half ofthe fiscal year that has been paid in December, 2017 (¥265.45 per share), resulting in ¥297.75 per share for the second half.)(1) Type of dividend asset
Cash(2) Allocation of dividend assets to shareholders and total amount of allocation¥297.75 per share of common stock
Total amount of payout: ¥57,715,482,751(3) Effective date of dividend payment
June 29, 201818

Item 2

Election of Thirteen (13) Directors

The term of office of the thirteen (13) Directors will expire at the conclusion of the meeting. Accordingly, the election of thefollowing thirteen (13) Directors (all of whom are renominated) is proposed.
The thirteen (13) candidates for Director are as follows:
Candidates’
numberName(Date of birth)

Personal history, position, responsibilities andsignificant concurrent posts of other entities
April 1973
September 1983
June 1989
June 1992

1

June 1995
May 2001
Yoshiharu Inaba(July 23, 1948)

June 2003
June 2016

RenominatedApril 1993
October 2000

2

June 2003
April 2007
June 2008

Kenji Yamaguchi(August 6, 1968)

February 2012
October 2013
June 2016

RenominatedApril 1982
April 1996
June 1997
April 2001

3

June 2006
October 2013
Hiroyuki Uchida(June 12, 1958)
RenominatedJune 2016

Joined Isuzu Motors Limited
Joined the Company
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President(Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Senior Executive Vice President (Representative
Member of the Board) of the Company
Appointed President and CEO (Representative Member of theBoard) of the Company
Appointed Chairman and CEO (Representative Member of theBoard) of the Company (to the present)
Joined the Company
Manager, Section 1, Dept.1 of Robot Laboratory of theCompany
General Manager, Manufacturing Technology of the Company
General Manager, Headquarters Factories of the Company
General Manager, Factories of the Company
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Senior Executive Vice President (Member of theBoard) of the Company
Appointed Senior Executive Vice President (Representative
Member of the Board) of the Company
Appointed President and COO (Representative Member of theBoard) of the Company (to the present)
General Manager, FA Business Division of the Company (tothe present)
Joined the Company
Deputy General Manager, Servo Laboratory of the Company
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Senior Executive Vice President (Representative
Member of the Board) of the Company
General Manager, ROBOMACHINE Business Division of theCompany (to the present)
Appointed Senior Executive Vice President and CTO(Representative Member of the Board) of the Company (to thepresent)

19

Number of sharesof the Company
held by candidate
5,000 shares

2,000 shares

1,896 shares

Candidates’
numberName(Date of birth)

Personal history, position, responsibilities andsignificant concurrent posts of other entities
April 1984
October 2000

4

June 2001
June 2007
February 2012
October 2013
Yoshihiro Gonda(July 24, 1960)
June 2016
RenominatedJanuary 2009
May 2013
June 2013
October 2013

5

June 2016

Joined the Company
Assistant to the Group Executive, Finance Group (Purchasing)of the Company
Appointed Director (Member of the Board) of the Company
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Senior Executive Vice President (Member of theBoard) of the Company
Appointed Senior Executive Vice President (Representative
Member of the Board) of the Company
General Manager, Corporate Administration Division of theCompany (to the present)
Appointed Senior Executive Vice President and CFO(Representative Member of the Board) of the Company (to thepresent)
Joined the Company
General Manager, Robot Laboratory of the Company
Appointed Director (Member of the Board) of the Company
Appointed Executive Vice President (Member of the Board) of
the Company
General Manager, ROBOT Business Division of the Company(to the present)
Appointed Executive Vice President (Member of the Board)of the Company (to the present)

Number of sharesof the Company
held by candidate
1,964 shares

1,000 shares

Kiyonori Inaba(February 13, 1978)
RenominatedApril 1989
January 2002

6

June 2003
March 2011
October 2013
May 2014
Hiroshi Noda
(May 8, 1963)

June 2016

Joined the Company
Senior Vice General Manager, CNC Laboratory of theCompany
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company
Vice General Manager (R&D), FA Business Division of theCompany (to the present)
Appointed Executive Vice President (Member of the Board)of the Company (to the present)

1,000 shares

RenominatedApril 1968
May 1976
April 2003

7

June 2003
June 2012
October 2013
Katsuo Kohari(August 12, 1942)

May 2014
October 2014
June 2016

RenominatedJoined Fujitsu Limited
Transferred to the Company
Assistant to General Manager for Sales and Service of theCompany
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company
Vice General Manager (Sales), FA Business Division of theCompany (to the present)
General Manager, Service Division of the Company (to thepresent)
Appointed Executive Vice President (Member of the Board)of the Company (to the present)

20

5,116 shares

Candidates’
numberName(Date of birth)

Personal history, position, responsibilities andsignificant concurrent posts of other entities
April 1984
June 2000

8

June 2001
July 2012
October 2013

Shunsuke Matsubara(December 4, 1961)

June 2016

Joined the Company
Senior Vice General Manager, Servo Laboratory of theCompany
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company
General Manager, Research & Development Administration
Division of the Company (to the present)
Appointed Executive Vice President (Member of the Board)of the Company (to the present)

Number of sharesof the Company
held by candidate
1,000 shares

RenominatedApril 1984
August 1999
June 20129May 2014

June 2016
Toshiya Okada(August 21, 1961)

Joined the Company
Manager, Legal Department of the Company (to the present)
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company
Vice General Manager, Corporate Administration Division of
the Company (to the present)
Appointed Executive Vice President (Member of the Board)of the Company (to the present)

1,300 shares

RenominatedFebruary 1984
July 1991
September 1997
June 2006
June 201110

June 2013

Richard E. Schneider(August 14, 1956)

October 2013
April 2016
July 2016

Joined FANUC America Corporation (“FAC”)
Appointed Vice President of FAC
Appointed President of FAC
Appointed Director (Member of the Board) of the Company
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Director (Member of the Board) of the Company(to the present)
Appointed President and CEO of FAC
Appointed Chairman and CEO of FAC
Appointed Chairman (Member of the Board) of FAC (to thepresent)

Renominated21

500 shares

Candidates’
numberName(Date of birth)

Personal history, position, responsibilities andsignificant concurrent posts of other entities
Joined Mitsubishi Heavy Industries, Ltd.
Appointed Director (Member of the Board) of Mitsubishi
Heavy Industries, Ltd.
Appointed Managing Director (Member of the Board) ofApril 2002
Mitsubishi Heavy Industries, Ltd.
Appointed President (Member of the Board) of Mitsubishi
June 2003
Heavy Industries, Ltd.
Appointed Chairman (Member of the Board) of Mitsubishi
April 2008
Heavy Industries, Ltd.
Appointed Senior Executive Advisor (Member of the Board)
April 2013of Mitsubishi Heavy Industries, Ltd.
Appointed Senior Corporate Advisor of Mitsubishi Heavy
June 2013
Industries, Ltd. (to the present)
Appointed Director (Member of the Board) of the Company
June 2015(to the present)(Significant concurrent posts of other entities)
Senior Corporate Advisor of Mitsubishi Heavy Industries, Ltd.
Outside Director of Mitsubishi Research Institute, Inc.
Outside Director of Keihan Holdings Co., Ltd.
Outside Director (Audit and Supervisory Committee Member) of
Yamaguchi Financial Group, Inc.
(Attendance at the Board of Directors meetings held during this period)
86% (12 of 14)
Joined the Ministry of International Trade and Industry
July 1971(currently the Ministry of Economy, Trade and Industry)
Appointed Director - General of Manufacturing Industries
July 2002
Bureau of the ministry
Appointed Commissioner of Japan Patent Office
July 2003
Appointed Adviser of Japan Industrial Policy Research
July 2004
Institute
Appointed Senior Managing Executive Officer, Executive
July 2006
Vice President of Pipe & Tube Company, of Sumitomo Metal
Industries, Ltd (currently Nippon Steel & Sumitomo Metal
Corporation)
Appointed Senior Managing Executive Officer, President ofApril 2007
Pipe & Tube Company of the company
Appointed Director & Senior Managing Executive Officer
June 2007(Member of the Board), President of Pipe & Tube Company of
the company
Appointed Director & Executive Vice President (Member ofApril 2008
the Board), President, Pipe & Tube Company of the company
Appointed President, Chief Operating Officer (Member of theJune 2011
Board) of AIR WATER INC.
Appointed Director (Member of the Board) of the Company
June 2015(to the present)
April 2017
Appointed Director, Vice Chairman of the Board of AIR
WATER INC. (to the present)(Significant concurrent posts of other entities)
Director, Vice Chairman of the Board of AIR WATER INC.
(Attendance at the Board of Directors meetings held during this period)
100% (14 of 14)
April 1968
June 1999

11

Kazuo Tsukuda(September 1, 1943)

Outside Director
Independent Director
Renominated12

Yasuo Imai
(October 22, 1948)

Outside Director
Independent Director
Renominated22

Number of sharesof the Company
held by candidate
0 shares0 sharesCandidates’
numberName(Date of birth)

Personal history, position, responsibilities andsignificant concurrent posts of other entities
Joined Dai-ichi Kangyo Bank, Ltd.
Appointed Executive Officer of Mizuho Bank, Ltd.
Appointed Deputy President and Representative Director ofMizuho Financial Group, Inc.
Appointed President and CEO (Member of the Board) of Total
June 2012
Insurance Service Limited
Appointed Director (Member of the Board) of the Company
June 2013(to the present)
Appointed Special Advisor of Total Insurance Service Limited
July 2017(to the present)(Significant concurrent posts of other entities)
Special Advisor of Total Insurance Service Limited
Outside Director of Nippon Light Metal Holdings Company, Ltd.
(Attendance at the Board of Directors meetings held during this period)
100% (14 of 14)
April 1974
March 2006
June 2007

13

Masato Ono(November 4, 1950)
Outside Director
Independent Director
RenominatedNumber of sharesof the Company
held by candidate
0 shares

Notes on the candidates for Outside Directors:
1. Kazuo Tsukuda, Yasuo Imai, and Masato Ono are candidates for Outside Director as defined in Article 2, Item 15 of theCompanies Act of Japan.
2. Matters concerning candidates for Outside Director【(1) Kazuo Tsukuda】
In order to develop the Company’s business steadily and to enhance its corporate value, it is quite effective to introduce tothe Board of Directors an outsider’s eye with a broad perspective and excellent insight. Kazuo Tsukuda has been
providing the Company with extremely valuable advice, with his outstanding knowledge of manufacturing and extensive
experience in management, having a deep understanding of the Company’s business.
Although the Company has business transactions with Mitsubishi Heavy Industries, Ltd., at which Kazuo Tsukuda serves
as Senior Corporate Advisor and served as Chairman and President, the transaction value accounts for less than 0.5% ofconsolidated net sales of both of the companies. Therefore, there is no risk of his independence being affected by that
position.
We propose the reelection of Kazuo Tsukuda, who has continued to contribute to the Company’s Board of Directors froman independent position as Outside Director.
In addition, the Company has appointed Outside Director Kazuo Tsukuda as an Independent Director as defined by the
Tokyo Stock Exchange and has duly notified the Tokyo Stock Exchange.
His term of office as Outside Director of the Company will have been three (3) years at the conclusion of the coming
shareholder meeting.
【(2) Yasuo Imai】
After joining in the Ministry of International Trade and Industry (currently, the Ministry of Economy, Trade and Industry),
Yasuo Imai had experience of being posted overseas as General Manager of the Washington Office of Japan National Oil
Corporation. He successfully held a number of positions starting from the post of Deputy Director-General,
Director-General of the Petroleum Department of Agency for Natural Resources and Energy. Subsequently he moved tothe post of Director-General of the Manufacturing Industries Bureau, and then to the post of Commissioner of the Japan
Patent Office. Based on these experiences, Yasuo Imai, being familiar with foreign affairs, has a global perspective andextensive knowledge concerning the manufacturing industry and the protection of intellectual property, etc. At the sametime, he is currently an active corporate executive and is also knowledgeable about corporate management due to having
more than 11 years’ experience in business. Yasuo Imai has been providing the Company with extremely valuable advice
as Outside Director with his extensive experience in various fields and from his broad vision.
Although the Company has business transactions with Air Water Inc., at which Yasuo Imai serves as Director, Vice
Chairman of the Board, the transaction value accounts for less than 0.5% of consolidated net sales of both of thecompanies. Therefore, there is no risk of his independence being affected by that position.
We propose the reelection of Yasuo Imai, who has continued to contribute to the Company’s Board of Directors from an
independent position as Outside Director.
In addition, the Company has appointed Outside Director Yasuo Imai as an Independent Director as defined by the Tokyo
Stock Exchange and has duly notified the Tokyo Stock Exchange.
His term of office as Outside Director of the Company will have been three (3) years at the conclusion of the coming
shareholder meeting.

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【(3) Masato Ono】
Our company has specialized in business activities in the narrow field of the automation of manufacturing and as such theBoard of Directors consists mostly of Directors with engineering background focusing on its core business. Given thiscontext, Masato Ono has been providing the Company with extremely valuable advice on enhancing corporate value froma totally different point of view, contributing to active discussions at the meeting of the Board of Directors based on his
many years of experience in management of financial institutions.
The Company has made no borrowing from Mizuho Financial Group, Inc., at which Masato Ono served as Deputy
President and Representative Director, and it has been over ten (10) years since he retired as Director of Mizuho Financial
Group, Inc. Although the Company has business transactions with Total Insurance Service Limited, at which he served as
President and CEO until June 2017, the transaction value accounts for less than 0.5% of consolidated net sales of both ofthe companies. Therefore, there is no risk of his independence being affected by that position.
We propose the reelection of Masato Ono, who has continued to contribute to the Company’s Board of Directors from an
independent position as Outside Director.
In addition, the Company has appointed Outside Director Masato Ono as an Independent Director as defined by the
Tokyo Stock Exchange and has duly notified the Tokyo Stock Exchange.
His term of office as Outside Director of the Company will have been five (5) years at the conclusion of the coming
shareholder meeting.
3. We have entered into an agreement with Kazuo Tsukuda, Yasuo Imai and Masato Ono limiting their liability for damages as
defined under Article 423, Paragraph 1 of the Companies Act, in accordance with Article 427, Paragraph 1 of the Companies
Act.

Item 3

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Masaharu Sumikawa will expire at the conclusion of the meeting.
Accordingly, the election of the following one (1) Audit & Supervisory Board Member is proposed.
The candidate for Audit & Supervisory Board Member is as follows.
The Audit & Supervisory Board has consented to the submission of this item.
Name(Date of birth)

Personal history, position, and significant concurrent posts of other entities
Joined Hitachi, Ltd.
Deputy General Manager, Hitachi Works of Hitachi, Ltd.
General Manager, Thermal & Hydroelectric Systems Division,
Power and Industrial Systems Group of Hitachi, Ltd.
Appointed Executive Vice President and Executive Officer ofOctober 2004
Hitachi, Ltd.
Appointed President and Chief Executive Officer of Hitachi Plant
April 2006
Technologies, Ltd.
Appointed Chairman of the Board of Hitachi Plant Technologies,
April 2010
Ltd.
Appointed Director of Hitachi, Ltd.
June 2010
Appointed Advisor of Hitachi Plant Technologies, Ltd.
June 2012
Non-regular employee for specialized duties of Hitachi, Ltd. (to theJune 2012
present)
Appointed Audit & Supervisory Board Member of the Company (toJune 2014
the present)(Attendance at the Board of Directors meetings held during this period)
100% (14 of 14)(Attendance at the Audit & Supervisory Board meetings held during this period)
100% (4 of 4)
April 1972
June 1995
April 1999

Masaharu Sumikawa(July 2, 1943)

Outside Audit &Supervisory Board
MemberIndependent Auditor
RenominatedNumber of shares of theCompany held bycandidate0 shares

Notes on the candidate for Outside Audit & Supervisory Board Member:【Masaharu Sumikawa】
1. Masaharu Sumikawa is a candidate for Outside Audit & Supervisory Board Member as defined in Article 2, Item 16 of theCompanies Act of Japan.
2. Masaharu Sumikawa, who has extensive knowledge based on his many years of experience in corporate management in the
manufacturing industry, has been providing the Company with advice, etc. from a point of view different from that of theCompany while having a deep understanding of the manufacturing industry, contributing greatly not only to statutory audit
activities but to the Board of Directors and other meetings that require active and rational discussions.

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Although the Company has business transactions with Hitachi, Ltd., at which Masaharu Sumikawa served as Executive Vice
President and Executive Officer, the transaction value accounts for less than 0.5% of consolidated net sales of both of thecompanies. Therefore, there is no risk of his independence being affected by that position.
We propose the reelection of Masaharu Sumikawa, who has continued to contribute to the Company’s Board of Directors andAudit & Supervisory Board from an independent position as Outside Audit & Supervisory Board Member.
In addition, the Company has appointed Outside Audit & Supervisory Board Member Masaharu Sumikawa as an Independent
Auditor as defined by the Tokyo Stock Exchange and has duly notified the Tokyo Stock Exchange.
His term of office as Outside Audit & Supervisory Board Member of the Company will have been four (4) years at theconclusion of the coming shareholder meeting.
3. We have entered into an agreement with Masaharu Sumikawa limiting his liability for damages as defined under Article 423,
Paragraph 1 of the Companies Act, in accordance with Article 427, Paragraph 1 of the Companies Act.

(For Reference) Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board Members
With regard to Independent Outside Directors and Outside Audit & Supervisory Board Members, the Company nominates candidates who
do not have any certain interest in the Company, and who can be expected to make frank comments without hesitation at Board of Directors
meetings, etc. Furthermore, in order to ensure such real independence, as minimum requirements, candidates must meet each of the following
conditions.
1. Business transactions between the Company and the company from which the candidate comes must amount to less than 2% of therespective consolidated sales of both companies.
2. The Company must not have any loans from the company from which the candidate comes (if the candidate comes from a bank.)
3. The Company must not have any important transactions such as advisory contracts with the candidate or the firm he works for (if thecandidate is a lawyer or other professional.)
4. The candidate must not come from the audit firm that is the Company’s Accounting Auditor.
5. There must be no other particular reasons that could give rise to a conflict of interest with the Company.
6. The candidate must not be the spouse or a relative within the second degree of anyone who does not meet the above conditions 1 through 5.

- END -

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