(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 noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Securities code: 6954)
June 5, 2020

To Our Shareholders

Kenji Yamaguchi
Representative Director
President

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

Dear Shareholders,

Notice of Convocation of
The 51st Ordinary General Meeting of Shareholders

We are pleased to announce that the 51st Ordinary General Meeting of Shareholders of FANUC CORPORATION will
be held as described below.
We strongly request that you exercise your voting rights by the Voting Rights Exercise Form or via the Internet inadvance if possible, and refrain from attending the meeting in person, regardless of your health status, to prevent the
spread of COVID-19.
Please review the Reference Materials for the Ordinary General Meeting of Shareholders and exercise yourvoting rights by 5:00 p.m. (Japan time), Thursday, June 25, 2020.
[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:Friday, June 26, 2020, 10:00 a.m.

2. Place:

FANUC Forum, 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, the non-consolidated
financial statements and the results of audit of the consolidated financial statements by
the Accounting Auditors and the Audit & Supervisory Board for the 51st fiscal year (from
April 1, 2019 to March 31, 2020).

Matters to be resolved:
Item 1: Dividends of Surplus
Item 2: Election of Twelve (12) 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.
* Part of the Attachments to the Notice of Convocation of the General Meeting of Shareholders to be provided to you shall bedeemed 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Reference Material for the Ordinary General Meeting of Shareholders
Item 1Dividends of Surplus

Our basic policy of distributing profits to shareholders is as follows:(Announced on April 24, 2019)1.

Dividends
Our basic policy is to implement, in principal, a consolidated payout ratio of 60%.

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.

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.

The Company’s Board of Directors resolved at its meetings held on April 24, July 29, October 28, 2019 and January 29, 2020 torepurchase up to ¥50.0 billion of treasury shares. However, given the extreme volatility of the stock market as a result of factors
including trade friction between the United States and China and the COVID-19 pandemic, the amounts of treasury sharesacquired did not reach the approved upper limits.
For the year-end dividends of this fiscal year, we propose to pay a special dividend, which is provided primarily from thedifference between the upper limit amounts approved by the Board of Directors and the amounts of treasury shares actuallyacquired, in addition to a dividend corresponding to a consolidated payout ratio of 60%.
The dividend for the full fiscal year will be ¥300.00 per share, in total with the dividend for the first half of the fiscal year that has
been paid in December, 2019 (¥125.35 per share), resulting in ¥174.65 per share for the second half.

(1) Type of dividend asset
Cash(2) Allocation of dividend assets to shareholders and total amount of allocation¥174.65 per share of common stock (dividend payout ratio (Consolidated): 101.0%)
Breakdown of dividend
Ordinary dividend: ¥103.79 per share (dividend payout ratio (Consolidated): 60.0%)
Special dividend:¥70.86 per share (dividend payout ratio (Consolidated): 41.0%)
Total amount of payout: ¥33,502,409,677(3) Effective date of dividend payment
June 29, 2020

2

Item 2

Election of Twelve (12) Directors

The term of office of the eleven (11) Directors will expire at the conclusion of the meeting. In order to further strengthen thecorporate governance system, we propose to increase the number of Outside Directors by one (1) and to elect twelve (12)Directors.
The twelve (12) candidates for Director are as follows:

Candidates’
numberName

Position and responsibilities at the Company

Attendanceat the Boardof Directors
meetings

Representative Director, Chairman

100%(12 of 12)

Kenji Yamaguchi RenominatedRepresentative Director, President, CEO
and CIO

92%(11 of 12)

Hiroyuki Uchida RenominatedRepresentative Director, Senior
Executive Vice President and CTO
General Manager, ROBOMACHINE
Business Division92%(11 of 12)

Yoshihiro Gonda RenominatedRepresentative Director, Senior
Executive Vice President and CFO
General Manager, Corporate
Administration Division100%(12 of 12)

5

Yutaka Saito

RenominatedDirector, Senior Executive Vice President
and CISO
General Manager, IoT Administration
Division90%(9 of 10)

6

Kiyonori Inaba

RenominatedDirector, Executive Managing Officer
General Manager, ROBOT Business
Division100%(12 of 12)

7

Hiroshi Noda

RenominatedDirector, Executive Managing Officer
General Manager, FA Business Division100%(12 of 12)

8

Michael J. Cicco Newly nominatedSenior Managing Officer
President and CEO, FANUC America
Corporation

9

Kazuo Tsukuda

RenominatedOutside Director
Independent Director

Director

92%(11 of 12)

10

Yasuo Imai

RenominatedOutside Director
Independent Director

Director

92%(11 of 12)

11

Masato Ono

RenominatedOutside Director
Independent Director

Director100%(12 of 12)

12

Naoko Yamazaki Newly nominatedOutside Director
Independent Director1

Yoshiharu Inaba

2

3

4

Renominated3Candidates’
numberName(Date of birth)

Personal history, position and responsibilities
April 1973
September 1983
June 1989
June 1992
June 1995

1

May 2001
June 2003
Yoshiharu Inaba(July 23, 1948)

June 2016
April 2019

RenominatedJoined Isuzu Motors Limited
Joined the Company
Appointed Director of the Company
Appointed Senior Vice President (Director) of the Company
Appointed Executive Vice President (Director) of theCompany
Appointed Senior Executive Vice President (Representative
Director) of the Company
Appointed President and CEO (Representative Director) of
the Company
Appointed Chairman and CEO (Representative Director) of
the Company
Appointed Chairman (Representative Director) of theCompany (to the present)

Number of sharesof the Company
held by candidate
5,000 shares(Attendance at the Board of Directors meetings held during this period)
100% (12 of 12)(Reason for nomination as candidate)
Yoshiharu Inaba has led the management of the Company since he wasappointed President and CEO (Representative Director) in June 2003, andhas served as Chairman (Representative Director) since 2016. In order tobenefit from his experiences and deep insights in management
decision-making and supervision of the Company, his reappointment as
Director is proposed.
April 1993
October 2000

2

June 2003
April 2007
June 2008

February 2012
Kenji Yamaguchi(August 6, 1968)

October 2013
June 2016

RenominatedApril 2019
April 2020

Joined the Company
Manager, Section 1, Dept.1, Robot Laboratory of theCompany
General Manager, Manufacturing Technology of the Company
General Manager, Headquarters Factories of the Company
General Manager, Factories Division of the Company
Appointed Executive Vice President (Director) of theCompany
Appointed Senior Executive Vice President (Director) of theCompany
Appointed Senior Executive Vice President (Representative
Director) of the Company
Appointed President and COO (Representative Director) of
the Company
General Manager, FA Business Division of the Company
Appointed President and CEO (Representative Director) of
the Company
Appointed President, CEO and CIO (Representative Director)of the Company (to the present)(Attendance at the Board of Directors meetings held during this period)
92% (11 of 12)(Reason for nomination as candidate)
Kenji Yamaguchi has been involved in research and development,
manufacturing, production technologies and sales, and by having played an
important role in each of these fields, he is rich in experience. He currently
leads the management of the Company as President, CEO and CIO*
(Representative Director). In order to benefit from his experiences anddeep insights in management decision-making and supervision of theCompany, his reappointment as Director is proposed.
(*) CIO: Chief Information Officer

42,000 shares

Candidates’
numberName(Date of birth)

Personal history, position and responsibilities
April 1982
April 1996
June 1997
April 2001
June 2006

3

October 2013

Hiroyuki Uchida(June 12, 1958)
RenominatedJune 2016

Joined the Company
Deputy General Manager, Servo Laboratory of the Company
Appointed Director of the Company
Appointed Senior Vice President (Director) of the Company
Appointed Executive Vice President (Director) of theCompany
Appointed Senior Executive Vice President (Representative
Director) of the Company
General Manager, ROBOMACHINE Business Division of theCompany (to the present)
Appointed Senior Executive Vice President and CTO(Representative Director) of the Company (to the present)

Number of sharesof the Company
held by candidate
1,896 shares(Attendance at the Board of Directors meetings held during this period)
92% (11 of 12)(Reason for nomination as candidate)
Hiroyuki Uchida has been involved in research and development of FA
products and research and development and sales of ROBOMACHINE
products, and currently serves as General Manager, ROBOMACHINE
Business Division. As CTO, he is in charge of research and development
and has contributed greatly to the development of highly reliable andhigh-performance products. In order to benefit from his high level ofexpertise and experiences in management decision-making andsupervision of the Company, his reappointment as Director is proposed.
April 1984
October 2000

4

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

Joined the Company
Assistant to the Group Executive, Finance Group (Purchasing)of the Company
Appointed Director of the Company
Appointed Executive Vice President (Director) of theCompany
Appointed Senior Executive Vice President (Director) of theCompany
Appointed Senior Executive Vice President (Representative
Director) of the Company
General Manager, Corporate Administration Division of theCompany (to the present)
Appointed Senior Executive Vice President and CFO(Representative Director) of the Company (to the present)(Attendance at the Board of Directors meetings held during this period)
100% (12 of 12)(Reason for nomination as candidate)
Yoshihiro Gonda has been involved in overall administrative operations
such as accounting and purchasing. Currently as General Manager,
Corporate Administration Division and CFO, he has contributed to thestrengthening of the Company’s corporate structure. In order to benefit
from his high level of expertise and experiences in management
decision-making and supervision of the Company, his reappointment as
Director is proposed.

5

1,964 shares

Candidates’
numberName(Date of birth)

Personal history, position and responsibilities
April 1979
April 2006

5

April 2010

April 2014
Yutaka Saito(December 11, 1954)
RenominatedApril 2016
April 2018
February 2019
June 2019
December 2019
April 2020

Joined Hitachi, Ltd. (Omika Factory)
General Manager, Information & Control Systems Division of
Hitachi, Ltd.
Appointed Vice President and Executive Officer of Hitachi,
Ltd.
President & CEO, Information & Control Systems Company
and Vice General Manager, Smart City Business Management
Division of Hitachi, Ltd.
Appointed Representative Executive Officer, Executive Vice
President and Executive Officer of Hitachi, Ltd.
President & CEO of Information & Telecommunication
Systems Group and Information & Telecommunication
Systems Company, and CEO of Platform Division of Hitachi,
Ltd.
General Manager of IoT Business Promotion Division of
Hitachi, Ltd.
Transferred to the Company
Appointed Senior Executive Vice President of the Company
Responsible for IoT of the Company
General Manager, FIELD Promotion Division of theCompany
Appointed Senior Executive Vice President (Director) of theCompany
Appointed Senior Executive Vice President and CISO
(Director) of the Company (to the present)
General Manager, IoT Administration Division of theCompany (to the present)

Number of sharesof the Company
held by candidate
1,000 shares(Attendance at the Board of Directors meetings held during this period)
90% (9 of 10)(Reason for nomination as candidate)
Yutaka Saito has a prestigious career of actively promoting the IoT
business at Hitachi, Ltd. He is in charge of the Company’s IoT strategy,
namely our IoT platform, FIELD system. As CISO*, he has worked tostrengthen the Company’s cyber security. In order to benefit from his highlevel of expertise and experiences in management decision-making andsupervision of the Company, his reappointment as Director is proposed.
(*) CISO: Chief Information Security Officer
January 2009
May 2013
June 2013
October 2013

6

June 2016

Kiyonori Inaba(February 13, 1978)
RenominatedJoined the Company
General Manager, Robot Laboratory of the Company
Appointed Director of the Company
Appointed Executive Vice President (Director) of theCompany
General Manager, ROBOT Business Division of the Company(to the present)
Appointed Executive Managing Officer (Director) of theCompany (to the present)(Attendance at the Board of Directors meetings held during this period)
100% (12 of 12)(Reason for nomination as candidate)
Kiyonori Inaba has been involved in the research and development ofrobots, and currently serves as General Manager, ROBOT Business
Division, contributing to the development of business in the fast-growing
industrial robot market. In order to benefit from his high level of expertiseand experiences in management decision-making and supervision of theCompany, his reappointment as Director is proposed.

6

1,000 shares

Candidates’
numberName(Date of birth)

Personal history, position and responsibilities
April 1989
January 2002

7

June 2003
March 2011
October 2013
May 2014
Hiroshi Noda
(May 8, 1963)
RenominatedJune 2016
April 2019

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

Number of sharesof the Company
held by candidate
1,000 shares(Attendance at the Board of Directors meetings held during this period)
100% (12 of 12)(Reason for nomination as candidate)
Hiroshi Noda has been involved in research and development of FA
products, and currently serves as General Manager, FA Business Division,
contributing to the further development of CNC systems and lasers, which
are the Company’s basic products. In order to benefit from his high level ofexpertise and experiences in management decision-making and supervisionof the Company, his reappointment as Director is proposed.
August 1999
November 2015
April 2016
June 2016
July 2016
June 20178

Michael J. Cicco(October 16, 1976)
Newly nominatedJoined FANUC America Corporation (“FAC”)
Appointed Vice President of FAC
Appointed President and COO of FAC
Appointed Managing Officer of the Company
Appointed President and CEO of FAC (to the present)
Appointed Senior Managing Officer of the Company (to thepresent)(Reason for nomination as candidate)
Michael J. Cicco currently serves as President and CEO of FANUC
America Corporation, a subsidiary responsible for the Company’s businessin the Americas, and has contributed to its growth and development. As it
would be beneficial to employ his experiences and deep insights inmanagement decision-making and supervision of the Company, his
appointment as Director is proposed.

7

0 sharesCandidates’
numberName(Date of birth)

Personal history, position and responsibilities
April 1968
June 1999

9

April 2002
June 2003
April 2008
April 2013
Kazuo Tsukuda(September 1, 1943)
Outside Director
Independent Director
RenominatedJune 2013
June 2015
June 2019

Joined Mitsubishi Heavy Industries, Ltd.
Appointed Director (Member of the Board) of Mitsubishi
Heavy Industries, Ltd.
Appointed Managing Director (Member of the Board) of
Mitsubishi Heavy Industries, Ltd.
Appointed President (Member of the Board) of Mitsubishi
Heavy Industries, Ltd.
Appointed Chairman (Member of the Board) of Mitsubishi
Heavy Industries, Ltd.
Appointed Senior Executive Advisor (Member of the Board)of Mitsubishi Heavy Industries, Ltd.
Appointed Senior Corporate Advisor of Mitsubishi Heavy
Industries, Ltd.
Appointed Director of the Company (to the present)
Appointed Executive Corporate Advisor of Mitsubishi Heavy
Industries, Ltd. (to the present)(Significant concurrent posts of other entities)
Executive Corporate Advisor of Mitsubishi Heavy Industries, Ltd.
Outside Director of Mitsubishi Research Institute, Inc.
Outside Director (Audit and Supervisory Committee Member) of
Yamaguchi Financial Group, Inc.
(Attendance at the Board of Directors meetings held during this period)
92% (11 of 12)(Reason for nomination as candidate)In order to develop the Company’s business steadily and to enhance its
corporate value, it is quite effective to introduce to the 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 corporate management, having a deep understanding of theCompany’s business. Although the Company has business transactions
with Mitsubishi Heavy Industries, Ltd., at which Kazuo Tsukuda currently
serves as Executive Corporate Adviser and served as Chairman andPresident in the past, the transaction value accounts for less than 0.5% ofconsolidated net sales of both of the company and the Company. Therefore,
there is no risk of his independence being affected by that position.
We propose the reelection of Kazuo Tsukuda, who has continued tocontribute to the Company’s Board of Directors from an 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 andhas 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.
Notes:
1. Kazuo Tsukuda is a candidate for Outside Director as defined in Article
2, Item 15 of the Companies Act of Japan.
2. We have entered into an agreement with Kazuo Tsukuda limiting his
liability for damages as defined under Article 423, Paragraph 1 of theCompanies Act, in accordance with Article 427, Paragraph 1 of theCompanies Act.

8

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

Personal history, position and responsibilities
July 1971

10

July 2002
July 2003
July 2004
July 2006
April 2007
Yasuo Imai

June 2007(October 22, 1948)
Outside Director
Independent Director
RenominatedApril 2008
June 2011
June 2015
April 2017

Joined the Ministry of International Trade and Industry(currently the Ministry of Economy, Trade and Industry)
Appointed Director - General, Manufacturing Industries
Bureau of the ministry
Appointed Commissioner of Japan Patent OfficeAppointed Adviser of Japan Industrial Policy ResearchInstitute
Appointed Senior Managing Executive Officer, Executive
Vice President of Pipe & Tube Company, of Sumitomo Metal
Industries, Ltd (currently NIPPON STEEL CORPORATION)
Appointed Senior Managing Executive Officer, President of
Pipe & Tube Company of the company
Appointed Director & Senior Managing Executive Officer(Member of the Board), President of Pipe & Tube Company of
the company
Appointed Director & Executive Vice President (Member ofthe Board), President, Pipe & Tube Company of the company
Appointed President, Chief Operating Officer (Member of theBoard) of AIR WATER INC.
Appointed Director of the Company (to the present)
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.
Chairman, Japan Industrial and Medical Gases Association(Attendance at the Board of Directors meetings held during this period)
92% (11 of 12)(Reason for nomination as candidate)
After joining in the Ministry of International Trade and Industry (currently,
the Ministry of Economy, Trade and Industry), Yasuo Imai had experienceof being posted overseas as General Manager of the Washington Office ofJapan 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 to the post of
Director-General of the Manufacturing Industries Bureau, and then to thepost of Commissioner of the Japan Patent Office. Based on theseexperiences, Yasuo Imai, being familiar with foreign affairs, has a global
perspective and extensive knowledge concerning the manufacturingindustry and the protection of intellectual property, etc. At the same time,
he is currently an active corporate executive and is also knowledgeable
about corporate management due to having more than 13 years’ experiencein business. Yasuo Imai has been providing the Company with extremely
valuable advice as Outside Director with his extensive experience invarious 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 forless than 0.5% of consolidated net sales of both of the companies. Also, theCompany has no business transactions with Japan Industrial and Medical
Gases Association, at which Yasuo Imai serves as Chairman. Therefore,
there is no risk of his independence being affected by that position.
We propose the reelection of Yasuo Imai, who has continued to contributeto 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 five(5) years at the conclusion of the coming shareholder meeting.
Notes:
1. Yasuo Imai is a candidate for Outside Director as defined in Article 2,
Item 15 of the Companies Act of Japan.
2. We have entered into an agreement with Yasuo Imai 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.

9

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

Personal history, position and responsibilities
April 1974
March 2006
June 200711

June 2012
June 2013
July 2017
August 2018
Masato Ono(November 4, 1950)
Outside Director
Independent Director
RenominatedJoined 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
Insurance Service Limited
Appointed Director of the Company (to the present)
Appointed Special Advisor of Total Insurance Service Limited
Appointed Director of authorized NPO, the Gold Ribbon
Network (to the present)(Significant concurrent posts of other entities)
Director of authorized NPO, the Gold Ribbon Network
Outside Director of Nippon Light Metal Holdings Company, Ltd.
(Attendance at the Board of Directors meetings held during this period)
100% (12 of 12)(Reason for nomination as candidate)
Our company has specialized in business activities in the narrow field of
the automation of manufacturing and as such the Board of Directors
consists mostly of Directors with engineering background focusing on its
core business. Given this context, Masato Ono has been providing theCompany with extremely valuable advice on enhancing corporate value
from a totally different point of view, contributing to active discussions at
meetings of the Board of Directors based on his many years of experiencein management of financial institutions. The Company has made noborrowing from Mizuho Financial Group, Inc., at which Masato Ono
served as Deputy President and Representative Director, and it has beenover twelve (12) years since he retired as Director of Mizuho Financial
Group, Inc. The Company has no business transactions with Total
Insurance Service Limited, at which Masato Ono served as President andCEO. Therefore, there is no risk of his independence being affected by that
position.
We propose the reelection of Masato Ono, who has continued to contributeto 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
seven (7) years at the conclusion of the coming shareholder meeting.
Notes:
1. Masato Ono is a candidate for Outside Director as defined in Article 2,
Item 15 of the Companies Act of Japan.
2. We have entered into an agreement with Masato Ono limiting his
liability for damages as defined under Article 423, Paragraph 1 of theCompanies Act, in accordance with Article 427, Paragraph 1 of theCompanies Act.

10

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

Personal history, position and responsibilities
April 1996

12

September 2001
April 2010
September 2011
April 2012
Naoko Yamazaki(December 27, 1970)

July 2012
May 2013

Outside Director
Independent Director
Newly nominatedJuly 2015
December 2015
March 2016
April 2016
September 2017
June 2018
July 2018

Joined the National Space Development Agency of Japan(currently Japan Aerospace Exploration Agency (JAXA))
Authorized as an astronaut to board the International Space
StationServed as a mission specialist on the Space Shuttle Discovery,
and engaged the mission of assembling the International
Space Station (STS-131(19A))
Appointed Honorary Chairman of the Japan Abacus
Education Association (to the present)
Appointed Visiting Professor, Ritsumeikan University (to thepresent)
Appointed Member of the Committee on National Space
Policy under the Cabinet Office (to the present)
Appointed Visiting Professor, Joshibi University of Art and
Design (to the present)
Appointed Director of the Japanese Rocket Society and
Chairman of the “Sorajo” Board (to the present)
Appointed Member of the Executive Committee and theAdvisory Board for the International Robot Competition (tothe present)
Appointed Outside Director of Nabtesco Corporation
Appointed Specially Appointed Associated Professor,
Graduate School of Advanced Integrated Studies in Human
Survivability of Kyoto University
Appointed Outside Director of OPTORUN Co., Ltd. (to thepresent)
Appointed Outside Director of TOPCON CORPORATION(to the present)
Appointed Representative Director of Space Port Japan
Association (to the present)(Significant concurrent posts of other entities)
Representative Director of Space Port Japan Association
Member of the Committee on National Space Policy under the Cabinet
OfficeOutside Director of OPTORUN Co., Ltd.
Outside Director of TOPCON CORPORATION(Reason for nomination as candidate)
Naoko Yamazaki has extensive knowledge of advanced aerospaceengineering and manned spacecraft systems, including robotic arms, as anengineer. She is well versed in science and technology, as well as risk
management including crisis management, and has experienced extremely
challenging environments as an astronaut. Based on her wealth ofexperience and insight, she can be expected to oversee the Company’s
management and provide useful advice for the improvement of corporate
values. Thus her new appointment as Outside Director is proposed.
The Company has no business transactions with Space Port Japan
Association, at which Naoko Yamazaki serves as Representative Director.
Therefore, there is no risk of her independence being affected by thisposition.
Under the premise that this Item is approved as proposed, the Company
will appoint Naoko Yamazaki as an Independent Director as defined by the
Tokyo Stock Exchange and duly notify the Tokyo Stock Exchange.
Notes:
1. Naoko Yamazaki is a candidate for Outside Director as defined in Article
2, Item 15 of the Companies Act of Japan.
2. If this Item is approved as proposed, we will enter into an agreementwith Naoko Yamazaki limiting her 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.

11

Number of sharesof the Company
held by candidate
0 sharesItem 3

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Hajime Harada 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 and position
April 1980
April 1995
April 2001
April 2004
October 2007
June 2012

Mieko Tomita(August 15, 1954)

April 2017
June 2019

Outside Audit &Supervisory Board
MemberIndependent Auditor
Newly nominatedRegistered as lawyer (to the present)
Joined Nishi and Iseki Law Office (currently Nishi & Partners Attorneys
and Counselors at Law)
Appointed Auditor of Kanagawa Learning Disability Research Association
Appointed Civil Conciliation Commissioner, Tokyo District Court (to thepresent)
Appointed Instructor, Showa Women’s University
Appointed a member of the National Bar Examination Commission, Codeof Civil Procedure
Appointed External Audit & Supervisory Board Member of MORINAGAMILK INDUSTRY CO., LTD.
Senior Partner, Nishi & Partners Attorneys and Counselors at Law (to thepresent)
Appointed Outside Director (Member of the Audit & Supervisory
Committee) of Nisshin Seifun Group Inc. (to the present)(Significant concurrent posts of other entities)
Senior Partner, Nishi & Partners Attorneys and Counselors at Law
Outside Director (Member of the Audit & Supervisory Committee) of Nisshin Seifun
Group Inc.
(Reason for nomination as candidate)Mieko Tomita has specialized knowledge and broad insights cultivated as a lawyer. As
she can be expected to provide advice from an objective standpoint on strengthening theaudits and supervision of the Company’s business and corporate governance, as well as
maintaining and improving compliance, her appointment as Outside Audit &Supervisory Board Member is proposed.
The Company has no business transactions with Nishi & Partners Attorneys andCounselors at Law, at which Mieko Tomita serves as Senior Partner. Therefore, there isno risk of her independence being affected by this position.
Under the premise that this Item is approved as proposed, the Company will appoint
Mieko Tomita as an Independent Auditor as defined by the Tokyo Stock Exchange andduly notify the Tokyo Stock Exchange.
Notes:
1. Mieko Tomita is a candidate for Outside Audit & Supervisory Board Member as
defined in Article 2, Item 16 of the Companies Act of Japan.
2. If this Item is approved as proposed, we will enter into an agreement with Mieko
Tomita limiting her 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.

12

Number of sharesof the Company
held by candidate
0 shares(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 -

13

Attachments to the Notice of Convocation of the General Meeting of Shareholders
BUSINESS REPORT(April 1, 2019 through March 31, 2020)
1.

Summary of Current Status of the FANUC Group(1) Business trends and achievements
The overall business environment surrounding the FANUC Group during this period was harsh, due primarily to the cautious
approach to capital investments mainly in the Chinese market, stemming from the impact of the trade friction between the
United States and China. In addition, as the impact of the coronavirus (COVID-19) became more severe towards the end of
the period, the business environment became very difficult and unclear.
Even under these circumstances, in order to continue management from a medium to long-term perspective, the FANUC
Group promoted major initiatives consisting mainly of advancing product development featuring superior reliability andmaintainability, establishing a manufacturing scheme to achieve high quality and short delivery time, and strengthening theservice system that supports our customers' manufacturing activities, by uniting as one group under the slogans; “oneFANUC,” “Reliable, Predictable, Easy to Repair,” and “Service First.”
At the same time, to deal with the current strenuous market conditions, we have steadily fortified our corporate structure by
reducing expenses and time, and streamlining business operations throughout the Company, as well as reviewing plans forequipment and facility investments according to priority.
During the fiscal year ended March 31, 2020, FANUC posted consolidated net sales totaling ¥508,252 million, down 20.0%,
consolidated ordinary income totaling ¥102,816 million, down 44.0%, and consolidated net income totaling ¥73,371 million,
down 52.4%, 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.
During this period, “FANUC Robot R-2000iD/210FH,” a product with cables integrated into its arm and featuring a goodbalance between design and function, won “Nikkan Kogyo Shimbun Best 10 New Product Awards 2019/Main Award” andthe “Nikkei Business Daily Awards for Excellence/2019 Nikkei Superior Products and Services Awards.” We also won a
METI Minister’s Award for Excellent Corporation Utilizing the Intellectual Property Rights System (open innovation
promoter) in the “Intellectual Property Achievement Awards” awarded by the Japan Patent Office, METI. In addition,
FANUC’s contribution to the ultra-precision small plastic molded parts market through ROBOSHOTs (electric injection
molding machines) was highly appraised, and was awarded the “2019 Okochi Memorial Production Prize” for the“development of fully electric injection molding machines for ultra-precision small plastic molded parts” from the Okochi
Memorial Foundation.
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, declined in the Chinese market due
mainly to the impact of the trade friction between the United States and China, and demand for machines also dropped in
Taiwan, which is heavily dependent on the Chinese market. In the face of the restraining of capital investments, demand
declined in Japan and Europe as well. Sales in South Korea, as well as India which had performed solid in the previous period,
remained sluggish due mainly to weak domestic demand. Across the world, automobile-related investment, which greatly
impacts demand for machines, was stagnant. As a result, net sales of CNC systems of the FANUC Group decreased
compared with the previous fiscal year.
In terms of development, we developed the “FANUC Series 30i/31i/32i-B Plus” as the newest models of the “FANUC 30i
series,” equipping it with FANUC’s state-of-the-art control technology as a standard feature, with further enhancements for14high speed, high precision and high quality machining. We also developed “CNC-QSSR”, which allows easy introduction of
FANUC robots to machine tools. For servo motors, by implementing machine learning in servo tuning, our “AI Servo
Tuning” has been improved to suppress vibrations at a high level. We also enhanced our “DD MOTOR DiS-B series” lineup
with the addition of 15 new models.
With regard to our lasers, although we continued focusing efforts on expanding sales, the competitions with overseas
manufacturers has intensified.
In terms of development, greater efficiency has been achieved through improvements to the internal units of the “FANUC
FIBER LASER series” of fiber laser oscillators, which are used to cut, weld, and perform laminated molding of metal andnon-metal materials. These improvements enable high-power laser oscillation using little energy, leading to the reduction ofenergy consumption.
The FA Division posted consolidated sales totaling ¥143,247 million, down 32.1% compared with the previous fiscal year,
and FA Division sales accounted for 28.3% of consolidated net sales.
[ROBOT Division]
In the ROBOT Division, sales in the Americas were solid. In Japan, sales slightly increased for the automobile industry andslightly decreased for the general industries. Sales in China and Europe both for the automobile industry and for the generalindustries were sluggish. As a result, sales in the ROBOT Division as a whole decreased compared with the previous fiscalyear.
New developments include the addition of the “FANUC Robot CRX-10iA” to our lineup of collaborative robots, which do
not require a safety fence and enable robots and humans to work together. This robot combines the high reliability and safety
we have developed over the years, with intuitive operation, making it easy to introduce robots even for customers who havenever used robots before. We also developed the “FANUC Robot R-2000iD/210FH,” a product with cables embedded into its
arm and featuring a good balance between design and function. It eliminates concerns about coming into contact with
peripheral equipment for pipes and cables, and simplifies offline teaching. We also developed a “Free Curve Operation
Function,” which allows accurate motions in curves along positions that were taught. These and other new products andfunctions are expected to further expand the range of applications of FANUC robots.
The ROBOT Division posted consolidated sales totaling ¥202,491 million, down 6.9% compared with the previous fiscal
year. ROBOT Division sales accounted for 39.8% of consolidated net sales.
[ROBOMACHINE Division]
As there was almost no short-term demand in the IT-related industry for ROBODRILLs (compact machining centers), we
focused on expanding sales in the market for automobile parts. However, as the automobile-related market slowed down in
the latter half of the period, sales decreased. In addition, sales ofROBOSHOTs (electric injection molding machines) slightly
decreased, although we made persistent efforts to expand sales mainly to automobile parts, IT-related, and medical markets.
With regard to ROBOCUTs (wire-cut electric discharge machines), sales also declined, mainly in the Chinese market.
Development included maximum usage of our latest CNC functions and servo functions in the “FANUC ROBODRILL
α-DiB series,” to reduce machining cycle time and expand sales opportunities, especially in the automobile parts machining
market. For the “FANUC ROBOSHOT α-SiA series,” we developed options for molding medical components, to meet thesudden increase in demands in recent years. By presenting such functions in packaged form, deployment in the market has
accelerated. For the “FANUC ROBOCUT α-CiB series,” we have enhanced our discharge control circuit and discharge
control software to further improve both processing accuracy and ease of use. This has made it possible to expand sales into
the high precision mold market, which could not be done before. With regard to ROBONANO (ultra-precision machine), thedevelopment of “FANUC ROBONANO α-NTiA,” an ultra-precision lathe that uses our latest CNC and servo technologies,
has been completed and launched to the market. This release of a lathe-type nano machine follows “FANUC ROBONANO
α-NMiA,” a machining-type ultra-precision nano machine launched in 2018, fulfilling our ROBONANO lineup, andenabling us to meet a wide range of ultra-precision machining needs of the market.

15

The ROBOMACHINE Division posted consolidated sales totaling ¥74,912 million, down 34.9% compared with theprevious fiscal year. ROBOMACHINE Division sales accounted for 14.7% of consolidated net sales.
[Service Division]
The Service Division, under our slogan “Service First,” reinforced our service system, increased efficiency through proactive
introduction of IT technology, enhanced our service technology and improved our service tools. By maintaining a network ofover 260 service offices covering 108 countries around the world, we are providing rapid service activities to minimize
downtime in our customers’ factories.
The Service Division posted consolidated sales totaling ¥87,602 million, down 4.7% compared with the previous fiscal year.
Service Division sales accounted for 17.2% of consolidated net sales.
【Approaches to IoT and AI】
In our efforts to support IoT technology, we released the third version of the base software of FIELD system, which is an
open platform that connects machines, sensors and other devices of various companies in manufacturing sites, and allows awide range of companies to participate in the development of application software. This version includes more functions andimproves operability and reliability. FIELD system is an IoT product that connects various equipment in manufacturing sites
to improve productivity, and its major feature is that it is able to process information in real-time at the edge (on-site inmachining and assembly lines) of manufacturing sites.
We also began collaboration with Fujitsu Limited and NTT Communications Corporation targeting the creation of a “Digital
Utility Cloud.” This is an initiative to accelerate digital innovation with the aim to streamline overlapping internal operations,which can be seen throughout the machine tool industry, and improving the level of customer services. In order to achieve
this objective, the three companies, including FANUC, will develop cloud services that can be used in common by allcompanies in the industry for the digitization of their businesses.
With regard to AI, we are collaborating with Preferred Networks, Inc. to promote the development of more practical AI
functions for use in all products of the FA, ROBOT, ROBOMACHINE, and FIELD system Divisions. For example, the AI
servo monitors (FA), AI path control (ROBOT), and AI thermal displacement compensation (ROBODRILL, ROBOCUT)
functions that we have recently developed, have already been released in the markets of each product group, where they arecontributing to improvements in the operating rate, ease of use, and machining precision of manufacturing equipment in
actual manufacturing sites. In addition, our Basic Laboratory (renamed the “Next-Generation Technology Laboratory” on
April 1, 2020) is currently developing the next AI functions that will be launched in the market over the next few years, andhas begun research on fundamental AI technologies that will lay the foundations for the future. We also utilize AI
technologies to make all products of the FA, ROBOT, ROBOMACHINE, and FIELD system Divisions more intelligent, inorder to differentiate ourselves from our competitors.
【Research and Development】
During this period, FANUC continued to invest in research and development that will be essential for future growth, despite
the harsh business environment.
In an effort to contribute to automating and increasing 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 featuresby raising the level of “high performance”, etc. 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.
In addition, the FIELD Promotion Division progressed in the development of FIELD system and Digital Utility Cloud,among others.
16

(Note): The functions of the FIELD Promotion Division were aggregated in the IoT Administration Division, established on
April 1, 2020.
(2) Capital Investment
Our capital investment during the fiscal year under review included the construction of a servo motor parts machining plant
and a ROBONANO plant in our headquarters area, and the completion of a parts center building at our Hino Branch. On theother hand, taking the harsh business environment into consideration, we have reviewed and revised our capital investment
plans based on our priorities, and have taken measures such as postponing non-urgent capital investments. As such, our total
capital investment during the fiscal year under review is less than that of the previous fiscal year, in which we actively
engaged in capital investment.
Total capital investment during the fiscal year under review was ¥70,478 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) Challenges
As FANUC products are production goods that are significantly affected by economic changes, we continue managementfrom a long-term perspective without being affected by short-term events.
The trade friction between the U.S. and China has prolonged, and with the additional impacts of the global spread of
COVID-19, it is anticipated that the situation will remain difficult and unpredictable for some time. On the other hand, thedemand for factory automation is expected to grow over the medium to long-term.
In order to adapt to these environmental changes, the FANUC Group will continue to focus on management that is based ona long-term perspective.
Guided by the slogan “one FANUC,” the FANUC Group will take maximum advantage of our unique strength in uniting ourFA, ROBOT, and ROBOMACHINE Divisions to jointly provide total solutions and take care of customers throughout theworld. In particular, we perceive collaboration between CNC machine tools and ROBOTs, and between ROBOMACHINEs
and ROBOTs, as one of our key themes, and will develop products accordingly.
In addition, the FANUC Group will adhere to its origins as a producer of production goods to be used at manufacturing sites,
and will be thorough in implementing our slogan “Reliable, Predictable, Easy to Repair” in product development, tominimize downtime in our customers’ factories and improve their operating rates. Moreover, we will develop products withan even greater focus on ease of use, in order to respond to the increase in demands for factory automation, as acquiring
skilled workers becomes more difficult.
Furthermore, we will practice our basic policy of “Service First” in providing high-level maintenance services pursuant to
FANUC’s global standard anywhere in the world, and “lifetime maintenance” for as long as our customers use our products.
In particular, we will continue to focus on “lifetime maintenance,” as it is one of the core strengths of the FANUC Group,
which is difficult for competitors to imitate.
The FANUC Group believes that IoT and AI are indispensable technologies for FANUC to continue developing andlaunching highly competitive products to the market. By aggressively adopting these technologies in all areas of FA, ROBOT,
and ROBOMACHINE products, we will further promote customers’ production efficiency. We will continue to develop IoTtechnologies, such as the “FIELD system” open platform. With regard to AI technologies, we will develop functions that will
be useful in actual manufacturing sites. For technologies that the Company does not possess, we will continue to actively
collaborate with other companies, and strive to engage in speedy development.
We will pursue measures to strengthen our corporate structure from a long-term perspective, such as reinforcing product17

competitiveness, strengthening sales and service activities, promoting automization and robotization in factories, andenhancing administrative efficiency. In addition, as a supplier of production goods, we are establishing multiple production
sites and service centers in order to fulfill our responsibilities as a supplier and maintain service activities under any
circumstance. Furthermore, we are also fortifying our supply chain by increasing the number of parts suppliers andmaintaining appropriate inventory levels for parts.
Along with such activities, the FANUC Group is also striving to maintain its strong corporate structure by reducing expenses
and time, and streamlining business operations. In addition, we consider human resources as being most vital for achieving
medium and long-term growth. From this perspective, we will work on the key issues of creating better working
environments for our employees and further improving employee motivation.
With regard to management, we will focus even more on the fact that FANUC’s products can make major contributions to theachievement of SDGs. In addition to the operating income ratio, ordinary income ratio, and ROE, market shares will also be
considered to be an important business indicator, and decisions will be made comprehensively with these in mind.
As a pressing issue, the FANUC Group is prioritizing the prevention of COVID-19 infection among its customers, partners,
employees, and family members, along with containing its spread, while striving to continue to provide products and services
to customers.
The FANUC Group will continue to thoroughly practice our basic principles of “Strict Preciseness” and “Transparency,” andpromote such measures united as one group in all aspects, in order to gain more customer confidence and trust in the FANUC
Group while adapting to dramatic changes in the environment, in our efforts to become a company that will continue forever.
Thank you for your continued support and assistance to FANUC.

18

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

Note:

FY 2016(48th term)
536,942
168,829
127,697658.63
1,564,769
1,369,457

FY 2017(49th term)
726,596249,525
181,957
938.66
1,728,227
1,467,630

FY 2018(50th term)
635,568
183,459
154,163795.34
1,625,340
1,445,146

The “Partial Amendments to Accounting Standard for Tax Effect Accounting” (ASBJ Statement No. 28, February 16,2018), etc. have been applied from the beginning of the fiscal year ended March 31, 2019. The standards are retroactively
applied to adjust figures for the fiscal year ended March 31, 2018.

2) The Company
Item
Net sales
Ordinary income
Net income
Net income per share (Yen)
Total assets
Net assets

Note:(Millions of yen)
FY 2019(51st term)
508,252
102,816
73,371381.891,512,499
1,362,865

FY 2016(48th term)
399,111
141,733
112,393579.701,271,871
1,155,279

FY 2017(49th term)
572,963
196,196
147,664761.75
1,397,384
1,215,001

FY 2018(50th term)
470,644
147,956
136,326
703.31
1,292,323
1,173,464(Millions of yen)
FY 2019(51st term)
352,407
67,58654,697284.691,177,585
1,084,633

The “Partial Amendments to Accounting Standard for Tax Effect Accounting” (ASBJ Statement No. 28, February 16,2018), etc. have been applied from the beginning of the fiscal year ended March 31, 2019. The standards are retroactively
applied to adjust figures for the fiscal year ended March 31, 2018.

(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 (compact machining center), ROBOSHOT (electric injection molding
machine), ROBOCUT (wire-cut electric discharge machine), ROBONANO (ultra
precision machine)

In addition to the above, we also engaged in business related to the FIELD system, an open IoT platform for manufacturing
sites.

19

(7) Principal Sites
Head office
Laboratories

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)
Branches
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)
Factories
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)
Training Centers
FANUC ACADEMY (Oshino-mura, Minamitsuru-gun, Yamanashi Prefecture)
Note:
Basic Laboratory was renamed Next-Generation Technology Laboratory on April 1, 2020.

(8) Employees
Number of employees

The Company
The FANUC Group

20

4,018
8,164

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

Principal businesses
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,
lasers, robots, ROBODRILL, ROBOSHOT and
ROBOCUT, as well as manufacture, sale andmaintenance services of robot systems
Sale and maintenance services of ROBODRILL,ROBOSHOT and ROBOCUT

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

SHANGHAI-FANUC
Robomachine CO.,
LTD.
FANUC
PERTRONICS LTD

US$ 21,000
thousand51¥327 million

100

FANUC SERVO LTD¥450 million

100

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, as well as
manufacture, sale and maintenance services of robot
systems

21

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:

204,031,841 shares(3) Number of shareholders:

59,672(4) The ten largest shareholders:Number of shares(In thousands)

Percentage of equity
participation(%)

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

30,437

15.9

Japan Trustee Services Bank, Ltd. (Trust Account)

15,876

8.3

JPMorgan Chase Bank, 380055

6,386

3.3

SSBTC Client Omnibus Account

4,709

2.5

4,265

2.2

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

3,870

2.0

JPMorgan Chase Bank 385151

3,359

1.8

2,906

1.5

State Street Bank West Client - Treaty 505234

2,827

1.5

The Bank of New York Mellon 140042

2,823

1.5

Name

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

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

Note:

The percentages of equity participation are calculated after subtracting the number of treasury shares (12,206 thousand
shares) from the total number of issued shares.

22

3. Directors and Audit & Supervisory Board Members(1) Names of Directors and Audit & Supervisory Board Members, etc.
Position

Responsibilities
or significant concurrent posts of other entities

Name

Representative Director, Chairman

Yoshiharu Inaba

Representative Director,
President and CEO

Kenji Yamaguchi

Representative Director,
Senior Executive Vice President and CTO

Hiroyuki Uchida

General Manager, ROBOMACHINE Business Division

Representative Director,
Senior Executive Vice President and CFO

Yoshihiro Gonda

General Manager, Corporate Administration Division

Director,
Senior Executive Vice President and CISO

Yutaka Saito

Responsible for IoT,
and General Manager, FIELD Promotion Division

Director,
Executive Managing Officer

Kiyonori Inaba

General Manager, ROBOT Business Division

Director,
Executive Managing Officer

Hiroshi Noda

General Manager, FA Business Division

Director

Richard E. Schneider Chairman, FANUC America Corporation

Director

Kazuo Tsukuda

Executive Corporate Advisor of Mitsubishi Heavy Industries, Ltd.

Director

Yasuo Imai

Vice Chairman of AIR WATER INC.

Director

Masato Ono

Director of authorized NPO, the Gold Ribbon Network

Standing Audit & Supervisory Board
MemberKatsuo Kohari

Audit & Supervisory Board Member

Katsuya Mitsumura

Founder and head of Katsuya Mitsumura C.P.A. and Tax Accountant
OfficeAudit & Supervisory Board Member

Masaharu Sumikawa

President of Tsukuba Global Innovation Promotion Agency

Audit & Supervisory Board Member

Hajime Harada

LawyerAudit & Supervisory Board Member

Hidetoshi Yokoi

Professor Emeritus of the University of Tokyo
Field II Program Officer, Adaptable and Seamless Technology Transfer
Program through Target-driven R&D of Japan Science and Technology
AgencyNotes:

1. Directors Kazuo Tsukuda, Yasuo Imai and Masato Ono are Outside Directors.
2. Audit & Supervisory Board Members Masaharu Sumikawa, Hajime Harada and Hidetoshi Yokoi are Outside Audit& Supervisory Board Members.
3. Audit & Supervisory Board Member Katsuya Mitsumura is a certified public accountant and possesses
commensurate knowledge regarding finances and accounting.
4. Other significant concurrent posts:
Outside Director Kazuo Tsukuda is also an Outside Director of Mitsubishi Research Institute, Inc. and Outside
Director (Audit and Supervisory Committee Member) of Yamaguchi Financial Group, Inc.
Outside Director Yasuo Imai is also a Chairman of Japan Industrial and Medical Gases Association.
Outside Director Masato Ono is also an Outside Director of Nippon Light Metal Holdings Company, Ltd.
Audit & Supervisory Board Member Katsuya Mitsumura is also an Outside Director (Audit & Supervisory
Committee Member) of AXELL CORPORATION and Outside Director of INABA SEISAKUSHO Co., Ltd.
None of the companies in which the Outside Directors or Outside Audit & Supervisory Board Members concurrently
hold posts have special relations with FANUC CORPORATION.
5. 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 Masaharu Sumikawa, Hajime Harada and
Hidetoshi Yokoi as Independent Auditors as defined by the Tokyo Stock Exchange and has duly notified the Tokyo
Stock Exchange.

23

6.

The following personnel change was made, effective April 1, 2020.

Position

Name

Representative Director, President, CEO and CIO

Kenji Yamaguchi(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 ¥2,152 million (for14 Directors).
The total amount of remuneration, etc. payable to the Audit & Supervisory Board Members for the fiscal year underreview was ¥212 million (for 8 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 4 Audit & Supervisory Board Members).
The upper limit of the total annual remuneration, etc. for Directors was set at the total amount of followings by resolutionof 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 first half offollowing 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
With respect to the remuneration for the Directors, the Nomination and Remuneration Committee, which is chaired by an
Outside Director and the majority of which is composed of Independent Outside Directors, has been established, and theobjectiveness, transparency, etc. of the procedures are secured through the deliberation of such Committee.
The upper limit of the total annual remuneration, etc. for Audit & Supervisory Board Members was set at ¥250 million 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

Major activities
He attended 11 of 12 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 11 of 12 meetings of the Board of Directors, and provided advice whenevernecessary, based on his wide experience and knowledge he had obtained as a long-serving
government official and corporate executive.

24

Masato Ono

Masaharu Sumikawa

Hajime Harada

Hidetoshi Yokoi

He attended all of 12 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 11 of 12 meetings of the Board of Directors and 10 of 11 meetings of the Audit& Supervisory Board, and provided advice whenever necessary, based on his wide
experience and knowledge he had obtained as a long-serving corporate executive.
He attended all of 12 meetings of the Board of Directors and all of 11 meetings of the Audit& Supervisory Board, and provided advice whenever necessary, based on his wide
experience and knowledge he had obtained as a lawyer.
He attended all of 10 meetings of the Board of Directors and all of 10 meetings of the Audit& Supervisory Board held after his appointment as Outside Audit & Supervisory Board
Member on June 27, 2019, and provided advice whenever necessary, based on his wide
experience and knowledge he had obtained as a university professor.

25

Consolidated Balance Sheet(As of March 31, 2020)
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
Other
Allowance for doubtful accounts

Amount1,512,499
770,380
405,861
85,266

Noncurrent assets
Property, plant and equipment, atcost
Buildings
Machinery and equipment
Land
Construction in progress
Other
Intangible assets
Investments and other assets
Investment securities
Deferred income taxes
Net defined benefit asset
OthersAllowance for doubtful accounts
Total

742,119597,136

126,700
65,122
51,97925,45010,833(831)

310,060
60,216
146,085
65,45815,317
10,219134,764
83,33733,912
13,9684,003(456)
1,512,499

Titles of Account(Liabilities)
Current liabilities
Notes and accounts payable, trade
Accrued income taxes
Warranty reserves
Other current liabilities
Long-term liabilities
Net defined benefit liability
Other long-term liabilities(Millions of yen)Amount149,634
100,963
26,974
9,270
8,306
56,413
48,67144,652
4,019(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 benefit
plans
Non-controlling interests

1,362,865
1,388,579
69,01496,265
1,351,122(127,822)(33,479)

Total

1,512,499

5,058(26,608)(11,929)
7,765

Consolidated Statement of Income(April 1, 2019 through March 31, 2020)(Millions of yen)
Titles of AccountAmountNet sales
Cost of goods sold
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest and dividends income
Miscellaneous income
Non-operating expenses
Miscellaneous expenses
Ordinary income
Extraordinary losses
Impairment loss
Income before income taxes
Total taxes and others
Income taxes – current
Income taxes – deferred
Net income
Net income attributable to non-controlling interests
Net income attributable to owners of parent

508,252
326,095
182,157
93,80788,35016,7905,305
11,4852,324
2,324
102,816
1,973
1,973
100,843
26,22624,4501,776
74,617
1,246
73,37126

Non-Consolidated Balance Sheet(As of March 31, 2020)
Titles of AccountAmount(Total Assets)
Current assets
Cash and bank deposits
Notes receivable, trade
Accounts receivable, tradeMarketable securities
Finished goods
Work in progress
Raw materials and supplies
Other
Allowance for doubtful accounts

1,177,585

Noncurrent 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
Prepaid pension cost
OthersAllowance for doubtful accounts

718,037
537,434

Total

459,548
193,977
11,85033,947125,000
16,80846,84824,3986,913(193)

267,297
54,959128,211
62,091
24,876
9,166
171,437
21,216
109,492
29,569
9,606
1,960
(406)
1,177,585

Titles of Account(Liabilities)
Current liabilities
Accounts payable
Accrued expenses
Accrued charge
Accrued income taxes
Warranty reserves
Other current liabilities
Long-term liabilities
Allowance for employees’ retirement benefits
Other long-term liabilities(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, 2019 through March 31, 2020)(Millions of yen)Amount352,407263,362
89,04551,05337,99232,15529,673
2,482
2,561
2,561
67,586
1,973
1,973
65,613
10,915
12,693(1,777)54,697

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

27(Millions of yen)Amount92,952
59,732
20,58913,974
12,185
5,427
4,631
2,926
33,22030,8892,331

1,084,633
1,079,901
69,014
96,057
96,057
1,042,652
8,252
1,034,400
311,80038
303,580
418,982(127,822)
4,732
4,732
1,177,585

Copy of the Accounting Auditors’ Report Related to the Consolidated Financial Statements(Translation)
REPORT OF INDEPENDENT AUDITORSMay 21, 2020
The Board of Directors
FANUC CORPORATION
OpinionPursuant to Article 444, Paragraph 4 of the Companies Act of Japan, we have audited the accompanying
consolidated financial statements, which comprise the consolidated balance sheet, the consolidated statement ofincome, the consolidated statement of changes in net assets and the notes to the consolidated financial statements of
FANUC CORPORATION (the “Company”) for the fiscal year from April 1, 2019 through March 31, 2020.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, thefinancial position and results of operations of the corporate group, which consists of the Company and its
consolidated subsidiaries, for the period covered by the consolidated financial statements in conformity withaccounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility
under the auditing standards is stated in “Auditor’s Responsibility for the Audit of the Consolidated Financial
Statements.” We are independent of the Company and its consolidated subsidiaries in accordance with theprovisions related to professional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor. We
believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for designing and operating such internal
control as management determines is necessary to enable the presentation and fair presentation of the consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it isappropriate to prepare the consolidated financial statements in accordance with the premise of a going concern, andfor disclosing matters relating to going concern when it is required to do so in accordance with accounting
principles generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for monitoring theexecution of Directors’ duties related to designing and operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to express an opinion on the
consolidated financial statements from an independent standpoint in an audit report, based on our audit.
Misstatements can occur as a result of fraud or error, and are deemed material if they can be reasonably expected to,either individually or collectively, influence the decisions of users taken on the basis of the consolidated financial
statements.
We make professional judgment in the audit process in accordance with auditing standards generally accepted inJapan, and perform the following while maintaining professional skepticism.
・ Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement audit
procedures to address the risks of material misstatement. The audit procedures shall be selected and applied asdetermined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained to provide abasis for the audit opinion.
・ In making those risk assessments, the auditor considers internal control relevant to the entity’s audit in order todesign audit procedures that are appropriate in the circumstances, although the purpose of the audit of theconsolidated financial statements is not to express an opinion on the effectiveness of the entity’s internal control.
・ Assess the appropriateness of accounting policies adopted by management and the method of their application, as
well as the reasonableness of accounting estimates made by management and the adequacy of related notes.
・ Determine whether it is appropriate for management to prepare the consolidated financial statements on thepremise of a going concern and, based on the audit evidence obtained, determine whether there is a significant

28

uncertainty in regard to events or conditions that may cast significant doubt on the entity’s ability to continue as agoing concern. If there is a significant uncertainty concerning the premise of a going concern, the auditor isrequired to call attention to the notes to the consolidated financial statements in the audit report, or if the notes tothe consolidated financial statements pertaining to the significant uncertainty are inappropriate, issue a modified
opinion on the consolidated financial statements. While the conclusions of the auditor are based on the audit
evidence obtained up to the date of the audit report, depending on future events or conditions, an entity may beunable to continue as a going concern.
・ Besides assessing whether the presentation of and notes to the consolidated financial statements are in accordancewith accounting principles generally accepted in Japan, assess the presentation, structure, and content of theconsolidated financial statements including related notes, and whether the consolidated financial statements
fairly present the transactions and accounting events on which they are based.
・ Obtain sufficient and appropriate audit evidence regarding the financial information of the Company and its
consolidated subsidiaries in order to express an opinion on the consolidated financial statements. The auditor is
responsible for instructing, supervising, and implementing the audit of the consolidated financial statements, andis solely responsible for the audit opinion.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding thescope and timing of implementation of the planned audit, material audit findings including material weaknesses ininternal control identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding theobservance of provisions related to professional ethics in Japan as well as matters that are reasonably considered tohave an impact on the auditor’s independence and any safeguards that are in place to reduce or eliminate obstacles.
Interest
Our firm and engagement partners have no interests in the Company or its consolidated subsidiaries requiring
disclosure under the provisions of the Certified Public Accountants Act of Japan.
Ernst & Young ShinNihon LLC
Tokyo office
Hitoshi Yonemura (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Junichiro Tsuruta (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

29

Copy of the Accounting Auditors’ Report Related to the Non-Consolidated Financial Statements(Translation)
REPORT OF INDEPENDENT AUDITORSMay 21, 2020
The Board of Directors
FANUC CORPORATION
OpinionPursuant to Article 436, Paragraph 2, Item 1 of the Companies Act of Japan, we have audited the accompanying
financial statements, which comprise the balance sheet, the statement of income, the statement of changes in net
assets and the related notes, and the accompanying supplementary schedules of FANUC CORPORATION (the“Company”) for the 51st fiscal year from April 1, 2019 through March 31, 2020.
In our opinion, the financial statements and the accompanying supplementary schedules referred to above present
fairly, in all material respects, the financial position of the Company as of March 31, 2020, and the results of its
operations for the year then ended in conformity with accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility
under the auditing standards is stated in “Auditor’s Responsibility for the Audit of the Financial Statements and the
Accompanying Supplementary Schedules.” We are independent of the Company in accordance with the provisions
related to professional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor. We believe that
we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for the
Financial Statements and the Accompanying Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and theaccompanying supplementary schedules in accordance with accounting principles generally accepted in Japan, andfor designing and operating such internal control as management determines is necessary to enable the preparationand fair presentation of the financial statements and the accompanying supplementary schedules that are free frommaterial misstatement, whether due to fraud or error.
In preparing the financial statements and the accompanying supplementary schedules, management is
responsible for assessing whether it is appropriate to prepare the financial statements and the accompanying
supplementary schedules in accordance with the premise of a going concern, and for disclosing matters relating togoing concern when it is required to do so in accordance with accounting principles generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for monitoring theexecution of Directors’ duties related to designing and operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements and the Accompanying Supplementary
Schedules
Our responsibility is to obtain reasonable assurance about whether the financial statements and the accompanying
supplementary schedules as a whole are free from material misstatement, whether due to fraud or error, and to
express an opinion on the financial statements and the accompanying supplementary schedules from an
independent standpoint in an audit report, based on our audit. Misstatements can occur as a result of fraud or error,
and are deemed material if they can be reasonably expected to, either individually or collectively, influence thedecisions of users taken on the basis of the financial statements and the accompanying supplementary schedules.
We make professional judgment in the audit process in accordance with auditing standards generally accepted inJapan, and perform the following while maintaining professional skepticism.
・ Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement audit
procedures to address the risks of material misstatement. The audit procedures shall be selected and applied asdetermined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained to provide abasis for the audit opinion.
・ In making those risk assessments, the auditor considers internal control relevant to the entity’s audit in order todesign audit procedures that are appropriate in the circumstances, although the purpose of the audit of thefinancial statements and the accompanying supplementary schedules is not to express an opinion on theeffectiveness of the entity’s internal control.
・ Assess the appropriateness of accounting policies adopted by management and the method of their application, as
well as the reasonableness of accounting estimates made by management and the adequacy of related notes.

30

・ Determine whether it is appropriate for management to prepare the financial statements and the accompanying
supplementary schedules on the premise of a going concern and, based on the audit evidence obtained, determine
whether there is a significant uncertainty in regard to events or conditions that may cast significant doubt on theentity’s ability to continue as a going concern. If there is a significant uncertainty concerning the premise of agoing concern, the auditor is required to call attention to the notes to the financial statements and theaccompanying supplementary schedules in the audit report, or if the notes to the financial statements and theaccompanying supplementary schedules pertaining to the significant uncertainty are inappropriate, issue amodified opinion on the financial statements and the accompanying supplementary schedules. While theconclusions of the auditor are based on the audit evidence obtained up to the date of the audit report, depending
on future events or conditions, an entity may be unable to continue as a going concern.
・ Besides assessing whether the presentation of and notes to the financial statements and the accompanying
supplementary schedules are in accordance with accounting principles generally accepted in Japan, assess thepresentation, structure, and content of the financial statements and the accompanying supplementary schedules
including related notes, and whether the financial statements and the accompanying supplementary schedules
fairly present the transactions and accounting events on which they are based.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding thescope and timing of implementation of the planned audit, material audit findings including material weaknesses ininternal control identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding theobservance of provisions related to professional ethics in Japan as well as matters that are reasonably considered tohave an impact on the auditor’s independence and any safeguards that are in place to reduce or eliminate obstacles.
Interest
Our firm and engagement partners have no interests in the Company requiring disclosure under the provisions of
the Certified Public Accountants Act of Japan.
Ernst & Young ShinNihon LLC
Tokyo office
Hitoshi Yonemura (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Junichiro Tsuruta (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

31

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 51st fiscal year from April 1, 2019 to March 31,
2020, 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, thenon-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.

32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, 2020
Audit & Supervisory Board
FANUC CORPORATION
Katsuo Kohari(seal)
Standing Audit & Supervisory Board Member
Katsuya Mitsumura
Audit & Supervisory Board Member(seal)

Masaharu Sumikawa(seal)
Outside Audit & Supervisory Board Member
Hajime Harada(seal)
Outside Audit & Supervisory Board Member
Hidetoshi Yokoi(seal)
Outside Audit & Supervisory Board Member

33