(TRANSLATION)
This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail. The Company
assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from thetranslation.
(Securities code: 6954)
June 8, 2016

To Our Shareholders

Yoshiharu Inaba
President and CEO

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

Dear Shareholders,

Notice of Convocation of
The 47th Ordinary General Meeting of Shareholders

You are cordially invited to attend the 47th Ordinary General Meeting of Shareholders of FANUC CORPORATION.
The meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights by either of the following methods.
Hence, please review the Reference Materials for the Ordinary General Meeting of Shareholders and exercise yourvoting rights by 5:00 p.m. (Japan time), Tuesday, June 28, 2016.
[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 (http://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:Wednesday, June 29, 2016, 10:00 a.m.

2. Place:

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

3. Agenda of the Meeting
Matters to be reported:

Report on the business report, the non-consolidated financial statements, theconsolidated financial statements and the results of audit of the consolidated financial
statements by the Accounting Auditors and the Board of Auditors for the 47th fiscal year
(from April 1, 2015 to March 31, 2016).

Matters to be resolved:
Item 1: Appropriation of Surplus
Item 2: Election of thirteen (13) Directors
Item 3: Election of one (1) Auditor
4. Other Matters Determined Concerning the General Meeting of Shareholders(1) If voting rights are exercised by both the enclosed Voting Rights Exercise Form and the electronic method, the votes
exercised by the electronic method shall be effective.
(2) If voting rights are exercised twice or more by electronic methods, the votes last exercised shall be effective.
* When attending the meeting, please hand the enclosed Voting Rights Exercise Form to the receptionist.
* Part of the Attachments to the Notice of Convocation of the General Meeting of Shareholders to be provided to you shallbe deemed to be delivered to you by posting them on our Internet website (http://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(http://www.fanuc.co.jp).
1Attachments to the Notice of Convocation of the General Meeting of Shareholders
BUSINESS REPORT(April 1, 2015 through March 31, 2016)
1.

Summary of Current Status of the FANUC Group(1) Business trends and achievements
During this period, demand for capital investment was generally unchanged in Europe and Japan and remained steady in theAmericas; however, demand further slowed in China as well as in parts of Asia, which were affected by the situation in
China. These situations made business environment severe as a whole.
Under these circumstances, the FANUC Group strived to make customers trust our products and services to an even greater
extent, by becoming united as one group under the slogans “one FANUC,” “Reliable / Predictable / Easy to Repair,” and“Service First” so that we can achieve further development in our business.
During the fiscal year ended March 31, 2016, FANUC posted consolidated net sales totaling ¥623,418 million, down 14.6%,
consolidated ordinary income totaling ¥229,361 million, down 26.5%, and consolidated net income totaling ¥159,700
million, down 23.1%, compared with the previous fiscal year.
(Note):“Net income” in “Summary of Current Status of the FANUC Group” means “Net income attributable toshareholders of parent company” in the Consolidated Statement of Income.
Regarding capital investment of this period, we proceeded with the construction of new factories for CNCs, servo motors
and others in Mibu-machi, Tochigi Prefecture, in order to fortify our future production capacity, and proceeded also withthe expansion of R&D facilities at our headquarters in order to pursue “enhanced reliability” and “greater speed” in researchand development.
During this period, the FANUC Robot CR-35iA, a green robot that can work together with human operators without safety
fences, won the “Nikkan Kogyo Shimbun Best 10 New Product Awards 2015/ Masuda Award” and the “Nikkei Awards for
Excellence, the Nikkei Superior Products and Services Awards 2015”.
Additionally, FANUC was presented with the “Drivers of Change Award” of the 2015 FT ArcelorMittal BOLDNESS IN
BUSINESS AWARDS by the Financial Times and ArcelorMittal.
(Note): The BOLDNESS IN BUSINESS AWARDS are granted to companies who stand out for their vision and leadershipin exerting courage and imagination in taking calculated risk and making difficult decisions. Among the Awards,
the “Drivers of Change Award” recognizes companies that are not afraid to change their company or evenrevolutionize their industry.
We determined our new shareholder return policy (see page 17) in April, 2015 and accordingly increased dividend payout
ratio from previous 30% to 60% of our consolidated net income.
Based on this shareholder return policy, we cancelled 33,570,000 treasury shares in June, 2015, which is the portion
exceeding 5% of the total number of issued shares. In February, 2016, we announced share buyback, the amount of which
is up to ¥30billion, and carried out the repurchase of the shares.
The following is a summary of the results for each business division:2

[FA Division]
The machine tool industry, the primary market for FANUC CNC systems, witnessed a significant reduction in demands in
China, the impact from which resulted in sluggish demands in Taiwan and South Korea. Demands in Japan also slowedfrom the second half of the fiscal year. Under these circumstances, net sales of CNC systems of FANUC Group decreased.
In terms of development, in the “30i series” of nano CNCs that deliver high-speed, high-quality machining, the “iHMI” wasdeveloped as a management tool that uses superior operability to comprehensively support efforts to improve productivity
at machining sites based on the phases of “plan,” “machining,” and “improvement.” The “MT-LINKi”, which runs on a PC,
was developed as software for management of machine tool operations. These developments make it easier to create
production management systems that promote IoT, and contribute to areas such as improvement of the operating rate offactories. Furthermore, the “30i series” and “0i series” were given various upgrades and additional functions, including
significant enhancement of basic performance.
In the field of servo, the lineup of servo motors and spindle motors was enhanced and new functions were developed inorder to expand sales for a wide range of fields such as large size and small size machine tools as well as machining
equipment for aircraft components.
FANUC laser sales were sluggish domestically and abroad.
New developments in laser included the fiber laser oscillators “FANUC Fiber Laser series,” which features a lineup from
2kW to 6kW. The series offers finely tuned responses to customer needs, supporting high-speed, high-precision cutting ofthin sheets in addition to cutting and welding of thick sheets.
The FA Division posted consolidated sales of ¥170,211 million, down 17.6 % compared with the previous fiscal year, and
FA Division sales accounted for 27.3 % of consolidated net sales.
[ROBOT Division]
Sales of robots continued to remain steady in the Americas and in Europe, and were also favorable in China. In Japan, sales
to both the automobile industry and general industries increased from the second half of the fiscal year. The accumulative
shipment volume of robots at the end of November 2015 exceeded 400,000 units.
New developments included enhancement of the green robot “Collaborative Robot” series, which does not require a safety
fence and enables robots and humans to work together, with the addition of small payload types capable of lifting loads of 5kg, 6 kg or 7 kg and so on. In the multi-purpose intelligent “FANUC Robot R-2000iC series”, which is the culmination of
FANUC’s long years of experience and technology, long arm type 270 kg payload and 210 kg payload models were newly
developed. The range of applications is expected to expand due to improvements in areas such as wrist payload capacity andrigidity. In the “FANUC Robot R-1000iA series”, which is smaller than the R-2000iC series, a new type was added that has
a higher degree of freedom of posture and can work in smaller spaces than previous models. As a result, manufacturing
spaces can be made more efficient. In addition, the “FANUC Robot M-20iB” with an increased payload was developed as a
successor model to the medium-sized intelligent handling robot “FANUC Robot M-20iA”. The enhanced dustproof andwaterproof performance and slimmed down arm of the new model allow it to be used in a wider range of work environments
than before. Furthermore, “Zero Down Time (ZDT)” was developed as a maintenance diagnosis functional tool that can beapplied to various FANUC robots. By monitoring status of robots, ZDT plays a role in preventive maintenance and thus
helps improve the operating rate of robots. With such new products and new functions, the range of application of FANUC
robots is anticipated to expand further.
The ROBOT Division posted consolidated sales of ¥188,295 million, up 20.3 % compared with the previous fiscal year.
Robot Division sales accounted for 30.2 % of consolidated net sales.
[ROBOMACHINE Division]
Sales of the ROBODRILL (small machining center), affected by the end of short-term demand from the IT industry in the3

first half of the period and the almost complete absence of any recovery in demand from IT industry thereafter, decreased
significantly compared with the previous fiscal year during which time demand was prevalent throughout the year.
However, sales to other industries in Japan and overseas markets remained steady.
On the development front, in the “FANUC ROBODRILL α-DiA series”, the addition of specifications to attach a servo
door to the front to enable fast opening/closing movement, combined with the existing servo side door specifications, has
further facilitated automation with robots. The effect of shortened cycle time and other factors are expected to lead to anincrease in sales.
Sales of ROBOSHOTs (electric injection molding machine) were steady mainly in overseas markets including China. The
accumulative shipment volume of ROBOSHOTs at the end of February 2016 exceeded 50,000 units.
In electric injection molding machine, “FANUC ROBOSHOT α-SiA series”, the “FANUC ROBOSHOT SI-20A”, thesecond injection unit, was developed to enable “two components molding”, which is the combination of two types of resins.
With such progress, an increase in sales in the medical and automotive fields is expected.
Sales of ROBOCUTs (wire-cut electric discharge machine) remained steady mainly in Japan, Europe and China.
New developments included efforts carried out to further increase the precision of die and component machining, by thethermal displacement compensation function for the “FANUC ROBOCUT α-CiA series”, which enables high-precision
machining in environments with extremely volatile temperatures.
In line with efforts targeting IoT in the ROBOMACHINE Division, with regard to ROBODRILL, ROBOSHOT, andROBOCUT, functions were strengthened for the “LINKi” software that enables the operating status within a factory to be
managed in real time on a PC. These technologies promote preventive maintenance and allow for improvement of operating
rates at manufacturing sites.
As a result, the ROBOMACHINE Division posted consolidated sales of ¥183,011 million, down 37.2 % compared with theprevious fiscal year. ROBOMACHINE Division sales accounted for 29.4 % of consolidated net sales.
[Service Division]
The Service Division, under our basic policy of “Service First,” strived to offer rapid maintenance services in order tominimize downtime in our customers’ factories, while providing high-level services throughout the world and practicing“lifetime maintenance”.
The Service Division posted consolidated sales of ¥81,901 million, up 9.0% compared with the previous fiscal year. Service
Division sales accounted for 13.1% of consolidated net sales.
[Research and Development]
FANUC's CNC Hardware Laboratory, CNC Software Laboratory, SERVO Laboratory, Laser Laboratory, ROBOTLaboratory, ROBODRILL Laboratory, ROBOSHOT Laboratory, ROBOCUT Laboratory, and ROBONANO Research
Department focused on developing various new competitive products and features by raising the level of “highperformance” and "intelligence" rooted in high-reliability, and successfully launched them into the market.
FANUC's Basic Laboratory engaged in research and development of next-generation element technologies applicable to
FANUC products.
During the fiscal year under review, FANUC, working together with U.S. companies Cisco Systems, Inc. and Rockwell
Automation, Inc. as well as Preferred Networks in Japan, began developing the FANUC Intelligent Edge Link and Drive(FIELD) system as a platform that will connect not only CNCs and robots but also peripheral devices and sensors to realize
optimal manufacturing. The FIELD system is the manufacturing industry’s first open platform in which various companies
can participate. Application developers, sensor and peripheral device makers, system integrators, and others can build
solutions on the FIELD system that improve equipment efficiency, production output, and quality. By using the advanced
functions offered by the FIELD system, including artificial intelligence (machine learning function), data collected frommachines and other equipment can be processed in real time on the edge of the network (manufacturing site area), allowing
4these machines to coordinate with each other intelligently and flexibly, resulting in sophisticated production systems neverbefore possible.
Much is expected of the FIELD system as a new business model.
(2) Capital Investment
In order to increase production capacity, FANUC moved ahead with construction of new factories in Mibu-machi, Tochigi
Prefecture, and proceeded with expansion of the laboratories at our headquarters in order to further pursue “enhanced
reliability” and “greater speed” of R&D. Investments were made mainly with the aim of future growth, including otherinvestments to streamline production, etc.
Total capital investment during the fiscal year under review was ¥113,315 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
Going forward, sluggish demand for capital investment in China is expected to take some time to recover. Furthermore,
there are concerns over a market slowdown in the Americas and foreign exchange movements are unstable. As a result of
these and other factors, the situation is expected to continue to remain difficult and unpredictable.
In coping with such a situation, the FANUC Group, under the slogan of “one FANUC,” shall take maximum advantage of
our unique strength in uniting our FA, Robot and ROBOMACHINE divisions to jointly provide total solutions and take careof customers throughout the world.
In addition, the FANUC Group will adhere to its origins as a producer of equipment to be used in manufacturing sites, andshall be thorough in implementing our slogan of, “Reliable / Predictable / Easy to Repair” in product development, in orderto minimize downtime in our customers’ factories and improve the operation rate.
Furthermore, we shall practice our basic policy of “Service First” in providing high-level services based on FANUC’s
global standard anywhere in the world, and “lifetime maintenance” for as long as our customers use our products.
In addition to the basic policy outlined above, we will accelerate our strengthened response to IoT to further promote
efficiency in manufacturing by our customers. This response to IoT is highly expected to grow in the future as a new
business of FANUC Group.
By becoming united as one group in promoting such actions, we shall venture to make customers feel more secure and trust
the FANUC Group even more, resulting in the stability and growth of our core business, so that we shall persevere as acompany.
Thank you for your continued support and assistance to FANUC.

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

FY 2012(44th term)
498,395
191,242
120,484615.591,219,113
1,094,129

FY 2013(45th term)
450,976
174,360
110,930
566.86
1,343,904
1,199,863

FY 2014(46th term)
729,760
311,951
207,599
1,061.02
1,611,626
1,386,695(Millions of yen)
FY 2015(47th term)
623,418
229,361
159,700
816.781,512,895
1,334,910

FY 2012(44th term)
407,289
172,402111,182568.06
1,062,070
967,989

FY 2013(45th term)
324,469
133,428
86,998444.56
1,118,523
1,025,253

FY 2014(46th term)
554,448
264,534
181,327926.74
1,317,514
1,160,363(Millions of yen)
FY 2015(47th term)
457,479
190,242140,084716.46
1,231,054
1,128,807

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

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

Branches

Factories
Training Centers
Note:

Oshino-mura, Minamitsuru-gun, Yamanashi Prefecture
CNC Hardware Laboratory, CNC Software Laboratory, SERVO Laboratory, Laser
Laboratory, ROBOT Laboratory, ROBODRILL Laboratory, ROBOSHOT Laboratory,
ROBOCUT Laboratory, ROBONANO Research Department, Basic Laboratory(Oshino-mura and Yamanakako-mura, Minamitsuru-gun, Yamanashi Prefecture)
Hino Branch (Hino City), Nagoya Branch (Komaki City), Osaka Branch (Osaka City),
Hokkaido Branch (Ebetsu City), Tohoku Branch (Sendai City), Tsukuba Branch(Tsukuba City), Maebashi Branch (Maebashi City), Echigo Branch (Mitsuke City),
Hakusan Branch (Hakusan City), Chugoku Branch (Okayama City), Hiroshima Branch(Hiroshima City), Kyushu Branch (Kikuyo-machi, Kikuchi-gun, Kumamoto
Prefecture)
Headquarters Factory (Oshino-mura and Yamanakako-mura, Minamitsuru-gun,
Yamanashi Prefecture), Tsukuba Factory (Chikusei City), Hayato Factory (Kirishima
City)
FANUC Training Center (Yamanakako-mura, Minamitsuru-gun, Yamanashi
Prefecture)

Mibu Factory (Mibu-machi, Shimotuga-gun, Tochigi Prefecture) was completed in April 2016 and is going to startrunning partly in October 2016.

6

(8) Employees
Number of employees

The Company
The FANUC Group

3,042
6,327

(9) Principal Subsidiaries and Affiliated Companies① Principal Subsidiaries
Percentage of equity
Company name
Capital stock
participation (%)

Principal businesses

FANUC America
Corporation

US$157,300
thousand100

FANUC Europe
Corporation€ 110,961
thousand100

KOREA FANUCCORPORATION

Won 32,364 million

TAIWAN FANUCCORPORATION

NT$1,448 million

100

FANUC INDIA
PRIVATE LIMITED

Rupee 290 million

100

FANUC
PERTRONICS LTD
FANUC SERVO LTD¥327 million

91¥450 million

100

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

Principal businesses② Principal Affiliated Companies

94

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

2.

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

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:

205,942,215 shares(3) Number of shareholders:

58,326

7

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

Name

Percentage of equity
participation(%)

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

19,174

9.9

Japan Trustee Services Bank, Ltd. (Trust Account)

14,153

7.3

State Street Bank and Trust Company

7,283

3.7

State Street Bank and Trust Company 505001

5,850

3.0

CBNY - Government of Norway

4,257

2.2

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

4,097

2.1

3,294

1.7

State Street Bank West Client - Treaty 505234

2,932

1.5

Japan Trustee Services Bank, Ltd. (Trust Account 7)

2,700

1.4

BNP Paribas Securities (Japan) Limited

2,615

1.3

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 (11,300
thousand shares) from the total number of issued shares.

3. Directors and Auditors(1) Names of Directors and Auditors, etc.
Position

Name

Responsibilities or significant concurrent posts of other entities

President and CEO
Representative Member of the
Board
Representative Member of the
Board
Representative Member of the
Board
Member of the Board
Member of the Board
Member of the Board
Member of the Board

Yoshiharu Inaba
Kenji Yamaguchi

General Manager, FA Business Division
General Manager, Production Division

Hiroyuki Uchida

General Manager, ROBOMACHINE Business Division

Yoshihiro Gonda

General Manager, Corporate Administration Division

Kiyonori Inaba
Shunsuke Matsubara
Hiroshi Noda
Katsuo Kohari

Member of the Board
Member of the Board
Member of the Board
Member of the Board
Member of the Board

Toshiya Okada
Richard E. Schneider
Olaf C. Gehrels
Kazuo Tsukuda
Yasuo Imai

Member of the Board
Standing Auditor
Standing Auditor
AuditorMasato Ono
Shunsuke Kimura
Naoki Shimizu
Takeo Nakagawa

General Manager, ROBOT Business Division
General Manager, Research & Development Administration Division
Vice General Manager (R&D), FA Business Division
Vice General Manager (Sales), FA Business Division,and General Manager, Service Division
Vice General Manager, Corporate Administration Division
President and CEO, FANUC America Corporation
President and CEO, FANUC Europe Corporation
Senior Corporate Advisor of Mitsubishi Heavy Industries, Ltd.
President, Chief Operating Officer (Member of the Board) of AIR WATER
INC.
President and Representative Director of Total Insurance Service Limited

AuditorMasaharu Sumikawa

Auditor

Notes:

Hajime Harada

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

1. Director Kazuo Tsukuda, Yasuo Imai and Masato Ono is an Outside Director.
2. Auditors Takeo Nakagawa, Masaharu Sumikawa and Hajime Harada are Outside Auditors.
3. Other significant concurrent posts:
Outside Director Kazuo Tsukuda is also an Outside Director of Mitsubishi Corporation, Mitsubishi ResearchInstitute, Inc. and Keihan Holdings Co., Ltd., and Outside Director (Audit and Supervisory Committee Member) of
Yamaguchi Financial Group, Inc.

8

4.

Outside Director Masato Ono is also an Outside Director of Nippon Light Metal Holdings Company, Ltd.
Outside Auditor Takeo Nakagawa is also an Outside Director of TSUGAMI CORPORATION, Nippon Pillar
Packing Co., Ltd. and OSG CORPORATION.
None of the companies in which the Outside Director or Outside Auditors concurrently hold posts have special
relations with FANUC CORPORATION.
The Company has named the three Outside Directors Kazuo Tsukuda, Yasuo Imai and Masato Ono as an
Independent Director and the three Outside Auditors Takeo Nakagawa, Masaharu Sumikawa and Hajime Harada as
Independent Auditors as defined by the Tokyo Stock Exchange and has duly notified the Tokyo Stock Exchange.

(2) Total amount of remuneration, etc., payable to the Directors and Auditors
The total amount of remuneration, etc. payable to the Directors for the fiscal year under review was ¥3,776 million (for14 Directors).
The total amount of remuneration, etc. payable to the Auditors for the fiscal year under review was ¥216 million (for 5
Auditors).
Of the above, the total amount of remuneration, etc. payable to the Outside Director and Outside Auditors was ¥99
million (for 3 Director and 3 Auditors).
The upper limit of the total annual remuneration for Directors was set at the total amount of followings by resolution of
the 37th Ordinary General Meeting of Shareholders of June 28, 2006.
①Fixed annual aggregate ceiling amount of ¥1 billion②Variable 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
The upper limit of the total annual remuneration for Auditors was set at 200 million yen by resolution of the 45th
Ordinary General Meeting of Shareholders of June 26, 2014.

(3) Matters concerning the Outside Director and Outside Auditors
Major activities
Name
Kazuo Tsukuda

Yasuo Imai

Masato Ono
Takeo Nakagawa
Masaharu Sumikawa
Hajime Harada

Major activities
He attended all of 11 meetings of the Board of Directors that were held after his
appointment as an Outside Director on June 26, 2015, and provided advice whenevernecessary, based on his wide experience and knowledge he had obtained as a long-serving
corporate executive.
He attended all of 11 meetings of the Board of Directors that were held after his
appointment as an Outside Director on June 26, 2015, and provided advice whenevernecessary, based on his wide experience and knowledge he had obtained as a long-serving
corporate executive.
He attended all of 14 meetings of the Board of Directors, and provided advice whenevernecessary, based on his wide experience and knowledge he had obtained as a long-serving
corporate executive.
He attended all of 14 meetings of the Board of Directors and all of 5 meetings of the Board
of Auditors, and provided advice whenever necessary, based on his wide experience andknowledge as a university professor and corporate executive.
He attended all of 14 meetings of the Board of Directors and all of 5 meetings of the Board
of Auditors, and provided advice whenever necessary, based on his wide experience andknowledge he had obtained as a long-serving corporate executive.
He attended all of 14 meetings of the Board of Directors and all of 5 meetings of the Board
of Auditors, and provided advice whenever necessary, based on his wide experience andknowledge as a lawyer.

9Non-Consolidated Balance Sheet(As of March 31, 2016)
Titles of AccountAmountTitles of Account(Millions of yen)Amount(Total Assets)
Current assets
Cash and deposits
Notes receivable – trade
Accounts receivable – trade
Securities
Merchandise and finished goods
Work in process
Raw materials and supplies
Deferred tax assets
Other
Allowance for doubtful accounts

1,231,054
771,765
487,763
10,71848,241145,000
12,70933,56910,610
10,135
13,564(544)(Liabilities)
Current liabilities
Accounts payable
Accrued expenses
Accrued charge
Income taxes payable
Warranty reserves
Other
Long-term liabilities
Reserve for employees’ retirement
benefits
Other

Fixed assets
Tangible fixed assets
Buildings
Machinery and equipment
Lands
Construction in progress
Other
Intangible fixed assets
Investments and other assets
Investment securities
Stocks of subsidiaries and affiliates
Deferred tax assets
Other
Allowance for doubtful accounts
Total

459,289
317,162
78,92525,736
118,378
82,226
11,897
3,362
138,765
19,117108,065
11,48599(1)1,231,054(Net assets)
Shareholders' equity
Capital stock
Capital surplus
Legal capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Treasury stock
Valuation and translation adjustments
Valuation difference on available-forsale securities

Total

Non-Consolidated Statement of Income(April 1, 2015 through March 31, 2016)(Millions of yen)Amount457,479
258,083
199,396
41,351
158,045
36,94335,440
1,503
4,746
3,254
1,492
190,242
190,242
50,15846,9893,169
140,084

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

10102,247
69,022
16,781
18,912
13,164
14,2782,943
2,944
33,22530,3852,840
1,128,807
1,124,582
69,014
96,057
96,0571,050,085
8,252
1,041,833(90,574)
4,225
4,225

1,231,054

Non-Consolidated Statement of Changes in Shareholders’ Equity, Etc.
(April 1, 2015 through March 31, 2016)

Capitalstock
Balance at March 31, 2015

(Millions of yen)
Shareholders' equity
Capital surplus
Retained earnings
Legal
Other
Total
Legal
Other
Total
capitalcapitalcapitalretainedretainedretained
surplussurplussurplusearnings
earnings
earnings

69,014

96,057

71

96,1288,252

1,292,526

1,300,778

Dividends of retained earnings(151,385)(151,385)

Net income

140,084

140,084(239,392)(239,392)

Changes during this term

Purchase of treasury stock
Disposal of treasury stock

7

7

Cancelation of treasury stock
Net change in items other thanshareholders’ equity during thistermTotal changes during this term

(78)

(78)

Balance at March 31, 2016

－

－

(71)

(71)

－

(250,693)(250,693)

69,014

96,057－

96,0578,252

1,041,833

1,050,085

Shareholders' equity

Balance at March 31, 2015

Treasury stock

Total
shareholders'equity(312,855)

1,153,065

Valuation and translation
adjustments
Valuation
Total valuationdifference onand translation
available-foradjustments
sale securities
7,298
7,298

Total net assets

1,160,363

Changes during this term:
Dividends of retained earnings(151,385)(151,385)

Net income

140,084

140,084

Purchase of treasury stock(17,193)(17,193)(17,193)

Disposal of treasury stock

4

11

11

239,470－－

Cancelation of treasury stock
Net change in items other thanshareholders’ equity during thistermTotal changes during this term

222,281

Balance at March 31, 2016

(90,574)(3,073)(3,073)(3,073)(28,483)(3,073)(3,073)(31,556)

1,124,582

4,225

4,225

1,128,807

11

Copy of the Accounting Auditors’ Report Related to the Non-Consolidated Financial Statements(Translation)
REPORT OF INDEPENDENT AUDITORSThe Board of Directors
FANUC CORPORATION

May 16, 2016

We have audited the balance sheet, the statement of income, the statement of changes in shareholders' equity,
the notes to non-consolidated financial statements, and the supplementary financial schedules of FANUCCORPORATION (the "Company") applicable to its 47th fiscal year from April 1, 2015 to March 31, 2016,
pursuant to Article 436, Paragraph 2, Item 1 of the Companies Act of Japan.
Responsibility of the Company’s Management for Financial Statements, etc.
The responsibility of the Company’s management is to prepare and properly present the financial statements
and the supplementary financial schedules in conformity with corporate accounting standards generally acceptedin Japan. It includes the establishment and enforcement of internal control that the Company’s management
deems necessary, to prepare and properly present the financial statements and the supplementary financial
schedules without material misstatement due to misconducts or errors.
Responsibility of Accounting Auditors
Our responsibility is to express an opinion on these financial statements and the supplementary financial
schedules from an independent standpoint based on our audit. We conducted our audit in accordance withauditing standards generally accepted in Japan. Those auditing standards require us to plan and perform the audit
to obtain reasonable assurance as to whether the financial statements and the supplementary financial schedules
are free of material misstatement.
An audit includes performing procedures to obtain auditing evidence supporting the amounts and thedisclosures in the financial statements and the supplementary financial schedules. An auditing procedure isselected and applied, in our estimation, based on the assessment of a risk of material misstatement due tomisconducts or errors in the financial statements and the supplementary financial schedules. The purpose of theaudit is not to express an opinion on the effectiveness of internal control, but, in the assessment of risks, weevaluate the internal control in relation to the preparation and proper presentation of the financial statements andthe supplementary financial schedules to make proper auditing procedures suited for the situation. An audit also
includes assessing the accounting policies and methods of application thereof employed by management andestimates made by management, as well as evaluating the overall presentation of the financial statements and the
supplementary financial schedules.
We believe that our audit provides a reasonable basis for our opinion.
Opinion of Auditors
We are of the opinion that the above financial statements and the supplementary financial schedules present
properly the financial position and profit and loss for the period related to the financial statements and the
supplementary financial schedules in all material respects in conformity with corporate accounting standards
generally accepted in Japan.
Interest
Our firm and engagement partners have no interest in the Company which is required to be disclosed under
the provisions of the Certified Public Accountants Act of Japan.
Ernst & Young ShinNihon LLC
Shunji Momoi (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Hitoshi Yonemura (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Isamu Ando (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

12Consolidated Balance Sheet(As of March 31, 2016)
Titles of Account(Total Assets)
Current assets
Cash and deposits
Notes and accounts receivable –trade
Securities
Merchandise and finished goods
Work in process
Raw materials and supplies
Deferred tax assets
Other
Allowance for doubtful accounts

Amount1,512,895
1,072,770
686,662
100,307

Fixed assets
Tangible fixed assets
Buildings and structures
Machinery, equipment and vehicles
Lands
Construction in progress
Other
Intangible fixed assets
Investments and other assets
Investment securities
Deferred tax assets
Other
Allowance for doubtful accounts
Total

440,125
352,060
97,821
27,484
131,800
85,917
9,038
3,875
84,19065,80915,3842,998(1)1,512,895

145,000
52,736
39,206
11,124
23,107
16,196(1,568)

Titles of Account(Liabilities)
Current liabilities
Notes and accounts payable – trade
Income taxes payable
Warranty reserves
Other
Long-term liabilities
Liability rerated to retirement benefits
Other(Millions of yen)Amount177,985
106,116
24,815
17,1996,676
57,426
71,86968,346
3,523(Net assets)
Shareholders' equity
Capital stock
Capital surplus
Retained earnings
Treasury stock
Accumulated other comprehensive
incomeValuation difference on
available-for-sale securities
Foreign currency exchange adjustment
Total accumulated other comprehensive
incomeMinority interests

1,334,910
1,344,203
69,01496,206
1,269,557(90,574)(15,720)

Total

1,512,895

Consolidated Statement of Income(April 1, 2015 through March 31, 2016)(Millions of yen)
Titles of AccountAmountNet sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest and dividends income
Miscellaneous income
Non-operating expenses
Foreign exchange losses
Miscellaneous loss
Ordinary income
Income before income taxes and minority interests
Income taxes
Income taxes – current
Income taxes – deferred
Net income
Net income attributable to non-controlling interests
Net income attributable to shareholders of parent company

13

623,418
326,912296,506
80,939215,567
17,554
3,909
13,645
3,760
2,090
1,670
229,361
229,361
69,02966,123
2,906
160,332
632
159,700

4,391
5,974
(26,085)6,427

Copy of the Accounting Auditors’ Report Related to the Consolidated Financial Statements(Translation)
REPORT OF INDEPENDENT AUDITORSMay 16, 2016

The Board of Directors
FANUC CORPORATION

We have audited the consolidated balance sheet, the consolidated statement of income, the consolidated
statement of changes in shareholders' equity, and the notes to consolidated financial statements of FANUCCORPORATION (the "Company"), applicable to its consolidated fiscal year from April 1, 2015 to March 31,
2016, pursuant to Article 444, Paragraph 4 of the Companies Act of Japan.
Responsibility of the Company’s Management for Consolidated Financial Statements
The responsibility of the Company’s management is to prepare and properly present the consolidated
financial statements in conformity with corporate accounting standards generally accepted in Japan. It includes
the establishment and enforcement of internal control that the Company’s management deems necessary, toprepare and properly present the consolidated financial statements without material misstatement due tomisconducts or errors.
Responsibility of Accounting Auditors
Our responsibility is to express an opinion on these consolidated financial statements from an independent
standpoint based on our audit. We conducted our audit in accordance with auditing standards generally acceptedin Japan. Those auditing standards require us to plan and perform the audit to obtain reasonable assurance as towhether the consolidated financial statements are free of material misstatement.
An audit includes performing procedures to obtain auditing evidence supporting the amounts and thedisclosures in the consolidated financial statements. An auditing procedure is selected and applied, in ourestimation, based on the assessment of a risk of material misstatement due to misconducts or errors in the
consolidated financial statements. The purpose of the audit is not to express an opinion on the effectiveness ofinternal control, but, in the assessment of risks, we evaluate the internal control in relation to the preparation andproper presentation of the consolidated financial statements to make proper auditing procedures suited for thesituation. An audit also includes assessing the accounting policies and methods of application thereof employedby management and estimates made by management, as well as evaluating the overall presentation of theconsolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.
Opinion of Auditors
We are of the opinion that the above consolidated financial statements present properly the financial positionand profit and loss of the corporate group comprised of FANUC CORPORATION and its consolidated
subsidiaries for the period related to the consolidated financial statements in all material respects in conformity
with corporate accounting standards generally accepted in Japan.
Interest
Our firm and engagement partners have no interest in the Company which is required to be disclosed under
the provisions of the Certified Public Accountants Act of Japan.
Ernst & Young ShinNihon LLC
Shunji Momoi (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Hitoshi Yonemura (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Isamu Ando (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

14

Copy of the Audit Report of the Board of Auditors (Translation)
AUDIT REPORT
We, the Board of Auditors, based on the audit report prepared by each Auditor on the performance by the
Directors of their duties during the 47th fiscal year from April 1, 2015 to March 31, 2016, prepared this audit report upondeliberation and hereby report as follows:
1. Method of Audit by the Auditors and the Board of Auditors and the Particulars thereof:(1) The Board of Auditors determined the audit policy, audit plans, etc. and received from each Auditor reports on the stateof 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, and sought explanations as necessary.
(2) Each Auditor, in accordance with the auditing standards of Corporate Auditors established by the Board of Auditors andthe assignment of duties, etc. determined by the Board of Auditors, maintained constant communication with the
Directors, Internal Auditing Section and other employees, etc. in an effort to collect information and improve theenvironment for auditing, conducted audit in accordance with the following methods.
(i) Each Auditor 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 the state of activities and property at thehead office and principal business offices of the Company. With regard to its subsidiaries, we maintained constantcommunication, and exchanged information with the directors, auditors, etc. thereof, and requested thesubsidiaries 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, auditors, etc. thereof, and requested the subsidiaries to render reports 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.

15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 23, 2016
The Board of Auditors
FANUC CORPORATION
Shunsuke Kimura
Standing Auditor(seal)

Naoki Shimizu
Standing Auditor(seal)

Takeo Nakagawa
Outside Auditor(seal)

Masaharu Sumikawa
Outside Auditor(seal)

Hajime Harada
Outside Auditor(seal)

16

Reference Material for the Ordinary General Meeting of Shareholders
Item 1

Appropriation of Surplus

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

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

2.

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

3.

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

Based on the aforementioned shareholder return policy, in order that the dividend payout ratio for the fiscal year 2015 (the fiscal
year ended March 2016) will be 60% of our consolidated net profit for the full fiscal year, in total with the dividend for the firsthalf of the fiscal year that has been paid in December, 2015, it is proposed that the dividend for the second half of the fiscal year
be as follows: (The dividend for the full fiscal year will be ¥490.07 per share, in total with the dividend for the first half of the
fiscal year that has been paid in December, 2015 (¥281.86 per share), resulting in ¥208.21 per share for the second half.)① Type of dividend asset
Cash② Allocation of dividend assets to shareholders and total amount of allocation¥208.21 per share of common stock
Total amount of payout: ¥40,526,406,239③ Effective date of dividend payment
June 30, 201617

Item 2

Election of thirteen (13) Directors

The term of office of the fourteen (14) Directors will expire at the conclusion of the meeting. Accordingly, the election of
the following thirteen (13) Directors is proposed. Mr. Olaf C. Gehrels continues to be the President and CEO of FANUC
Europe Corporation and is going to be appointed as an Executive Officer of the Company after the conclusion of themeeting.
The thirteen (13) candidates for Director are as follows:
Candidates’
numberName(Date of birth)

Personal history, position, responsibilities andsignificant concurrent posts of other entities

1

Yoshiharu Inaba(July 23, 1948)

April 1973
September 1983
June 1989
June 1992
June 1995
May 2001
June 2003
October 20132

Kenji Yamaguchi(August 6, 1968)

April 1993
October 2000
June 2003
April 2007
June 2008
February 2012
October 2013

3

Hiroyuki Uchida(June 12, 1958)

April 1982
April 1996
June 1997
April 2001
June 2006
October 20134

Yoshihiro Gonda(July 24, 1960)

April 1984
October 2000
June 2001
June 2007
February 2012
October 2013

Joined Isuzu Motors Limited
Joined the Company
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President(Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Senior Executive Vice President (Representative
Member of the Board) of the Company
Appointed President and CEO (Representative Member of theBoard) of the Company (to the present)
General Manager, FA Business Division of the Company (tothe present)
Joined the Company
Manager, Section 1, Dept.1 of Robot Laboratory of theCompany
General Manager, Manufacturing Technology of the Company
General Manager, Headquarters Factories of the Company
General Manager, Factories of the Company
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Senior Executive Vice President (Member of theBoard) of the Company
Appointed Senior Executive Vice President (Representative
Member of the Board) of the Company (to the present)
General Manager, Production Division of the Company (to thepresent)
Joined the Company
Deputy General Manager, Servo Laboratory of the Company
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Senior Executive Vice President (Representative
Member of the Board) of the Company (to the present)
General Manager, ROBOMACHINE Business Division of theCompany (to the present)
Joined the Company
Assistant to the Group Executive, Finance Group (Purchasing)of the Company
Appointed Director (Member of the Board) of the Company
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Senior Executive Vice President (Member of theBoard) of the Company
Appointed Senior Executive Vice President (Representative
Member of the Board) of the Company (to the present)
General Manager, Corporate Administration Division of theCompany (to the present)18

Number of sharesof the Company
held by candidate
2,500 shares

500 shares

696 shares

1,764 shares

Candidates’
numberName(Date of birth)

Personal history, position, responsibilities andsignificant concurrent posts of other entities

5

Kiyonori Inaba(February 13, 1978)

January 2009
May 2013
June 2013
October 2013

6

Shunsuke Matsubara(December 4, 1961)

April 1984
June 2000
June 2001
July 2012
October 2013

7

Hiroshi Noda
(May 8, 1963)

April 1989
January 2002
June 2003
March 2011
October 2013
May 2014

8

Katsuo Kohari(August 12, 1942)

April 1968
May 1976
April 2003
June 2003
June 2012
October 2013
May 2014
October 20149Toshiya Okada(August 21, 1961)

April 1984
August 1999
June 2012
May 2014

10

Richard E. Schneider(August 14, 1956)

February 1984
July 1991
September 1997
June 2006
June 2011
June 2013
October 2013
April 2016

Joined the Company
General Manager, Robot Laboratory of the Company
Appointed Director (Member of the Board) of the Company
Appointed Executive Vice President (Member of the Board) of
the Company (to the present)
General Manager, ROBOT Business Division of the Company(to the present)
Joined the Company
Senior Vice General Manager, Servo Laboratory of theCompany
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board)of the Company (to the present)
General Manager, Research & Development Administration
Division of the Company (to the present)
Joined the Company
Senior Vice General Manager, CNC Laboratory of theCompany
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board)(to the present)
Vice General Manager (R&D), FA Business Division of theCompany (to the present)
Joined Fujitsu Limited
Transferred to the Company
Assistant to General Manager for Sales and Service of theCompany
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company (to the present)
Vice General Manager (Sales), FA Business Division of theCompany (to the present)
General Manager, Service Division of the Company (to thepresent)
Joined the Company
Manager, Legal Department of the Company (to the present)
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company (to the present)
Vice General Manager, Corporate Administration Division of
the Company (to the present)
Joined FANUC America Corporation
Appointed Vice President of the company
Appointed President of the above company
Appointed Director (Member of the Board) of the Company
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Director (Member of the Board) of the Company(to the present)
Appointed President and CEO of FANUC America
Corporation
Appointed Chairman and CEO of the company (to the present)

19

Number of sharesof the Company
held by candidate
300 shares

200 shares

400 shares

5,116 shares

700 shares

500 shares

Candidates’
numberName(Date of birth)

Personal history, position, responsibilities andsignificant concurrent posts of other entities

11

Kazuo Tsukuda(September 1, 1943)

April 1968
June 1999

12

Yasuo Imai
(October 22, 1948)

13

Masato Ono(November 4, 1950)

Joined Mitsubishi Heavy Industries, Ltd.
Appointed Director (Member of the Board) of Mitsubishi
Heavy Industries, Ltd.
Appointed Managing Director (Member of the Board) ofApril 2002
Mitsubishi Heavy Industries, Ltd.
Appointed President (Member of the Board) of Mitsubishi
June 2003
Heavy Industries, Ltd.
Appointed Chairman (Member of the Board) of Mitsubishi
April 2008
Heavy Industries, Ltd.
Appointed Senior Executive Advisor (Member of the Board) ofApril 2013
Mitsubishi Heavy Industries, Ltd.
Appointed Senior Corporate Advisor of Mitsubishi Heavy
June 2013
Industries, Ltd. (to the present)
Appointed Director (Member of the Board) of the Company
June 2015(to the present)(Significant concurrent posts of other entities)
Senior Corporate Advisor of Mitsubishi Heavy Industries, Ltd.
Outside Director of Mitsubishi Corporation
Outside Director of Mitsubishi Research Institute, Inc.
Outside Director of Keihan Holdings Co., Ltd.
Outside Director (Audit and Supervisory Committee Member) of
Yamaguchi Financial Group, Inc.
Joined the Ministry of International Trade and Industry
July 1971(currently the Ministry of Economy, Trade and Industry)
Appointed Director - General of Manufacturing Industries
July 2002
Bureau of the ministry
Appointed Commissioner of Japan Patent Office
July 2003
Appointed Adviser of Japan Industrial Policy Research
July 2004
Institute
Appointed Senior Managing Executive Officer, Executive Vice
July 2006
President of Pipe & Tube Company, of Sumitomo Metal
Industries, Ltd (currently Nippon Steel & Sumitomo Metal
Corporation)
Appointed Senior Managing Executive Officer, President ofApril 2007
Pipe & Tube Company of the company
Appointed Director & Senior Managing Executive Officer
June 2007(Member of the Board), President of Pipe & Tube Company of
the company
Appointed Director & Executive Vice President (Member ofApril 2008
the Board), President, Pipe & Tube Company of the company
Appointed President, Chief Operating Officer (Member of theJune 2011
Board) of AIR WATER INC. (to the present)
Appointed Director (Member of the Board) of the Company
June 2015(to the present)(Significant concurrent posts of other entities)
President, Chief Operating Officer (Member of the Board) of AIR
WATER INC.
Joined Dai-ichi Kangyo Bank, Ltd.
April 1974
March 2006
Appointed Executive Officer of Mizuho Bank, Ltd.
June 2007
Appointed Deputy President and Representative Director ofMizuho Financial Group, Inc.
June 2012
Appointed President and CEO (Member of the Board) of Total
Insurance Service Limited (to the present)
June 2013
Appointed Director (Member of the Board) of the Company(to the present)(Significant concurrent posts of other entities)
President and CEO (Member of the Board) of Total Insurance
Service Limited
Outside Director of Nippon Light Metal Holdings Company, Ltd.

20

Number of sharesof the Company
held by candidate
0 shares0 shares0 sharesNotes:1. Kazuo Tsukuda, Yasuo Imai, and Masato Ono are candidates for Outside Director as defined in Article 2, Item 15 of theCompanies Act of Japan.
2. Matters concerning candidates for Outside Director(1) Kazuo Tsukuda
In order to develop the Company’s business steadily and to enhance its corporate value, it is quite effective to introduce tothe Board of Directors an outsider’s eye with a broad perspective and excellent insight. Kazuo Tsukuda has been
providing the Company with extremely valuable advice, with his outstanding knowledge of manufacturing and extensive
experience in management, having a deep understanding of the Company’s business.
Although Kazuo Tsukuda had served as Chairman and President of Mitsubishi Heavy Industries, Ltd., he meets theCompany’s criteria for independence of Outside Directors and Outside Auditors (see page 22), and there is no risk of
independence being affected by this position.
We propose the reelection of Kazuo Tsukuda, who has continued to contribute to the Company’s Board of Directors froman independent position as Outside Director.
In addition, the Company has appointed Outside Director Kazuo Tsukuda as an Independent Director as defined by the
Tokyo Stock Exchange and has duly notified the Tokyo Stock Exchange.
His term of office as Outside Director of the Company will have been one (1) year at the conclusion of the coming
shareholder meeting.
Kazuo Tsukuda has attended all of eleven (11) meetings of the Board of Directors that were held after his appointment as
an Outside Director on June 26, 2015.
(2) Yasuo Imai
After joining in the Ministry of International Trade and Industry (currently, the Ministry of Economy, Trade and Industry),
Yasuo Imai had experience of being posted overseas as General Manager of the Washington Office of Japan National Oil
Corporation. He successfully held a number of positions starting from the post of Deputy Director-General,
Director-General of the Petroleum Department of Agency for Natural Resources and Energy. Subsequently he moved tothe post of Director-General of the Manufacturing Industries Bureau, and then to the post of Commissioner of the Japan
Patent Office. Based on these experiences, Yasuo Imai, being familiar with foreign affairs, has a global perspective andextensive knowledge concerning manufacturing industry and the protection of intellectual property, etc. At the same time,
he is a currently active corporate executive and is also knowledgeable about corporate management due to his nearly 10
years experience in business. Yasuo Imai has been providing the Company with extremely valuable advice as Outside
Director with his extensive experience in various fields and from his broad vision.
Although Yasuo Imai serves as President and COO of AIR WATER INC., he meets the Company’s criteria for
independence of Outside Directors and Outside Auditors (see page 22), and there is no risk of his independence being
affected by this position.
We propose the reelection of Yasuo Imai, who has continued to contribute to the Company’s Board of Directors from an
independent position as Outside Director.
In addition, the Company has appointed Outside Director Yasuo Imai as an Independent Director as defined by the Tokyo
Stock Exchange and has duly notified the Tokyo Stock Exchange.
His term of office as Outside Director of the Company will have been one (1) year at the conclusion of the coming
shareholder meeting.
Yasuo Imai has attended all of eleven (11) meetings of the Board of Directors that were held after his appointment as an
Outside Director on June 26, 2015.
(3) Masato Ono
Our company has specialized in business activities in the narrow field of the automation of manufacturing and as such theBoard of Directors consists mostly of Directors with engineering background focusing on its core business. Given thiscontext, Masato Ono has been providing the Company with extremely valuable advice on enhancing corporate value froma totally different point of view by contributing to active discussions at the meeting of the Board of Directors based on his
many years of experience in management of financial institutions.
Although Masato Ono has served as Deputy President and Representative Director of Mizuho Financial Group, Inc., hemeets the Company’s criteria for independence of Outside Directors and Outside Auditors (see page 22), (The Company
has never applied for a loan from any banks of Mizuho Financial Group.), it has been over eight (8) years since he retired
as Director of the Mizuho Financial Group, Inc. and there is no risk of his independence being affected by this position.
We propose the reelection of Masato Ono, who has continued to contribute to the Company’s Board of Directors from an
independent position as Outside Director.
In addition, the Company has appointed Outside Director Masato Ono as an Independent Director as defined by the
Tokyo Stock Exchange and has duly notified the Tokyo Stock Exchange.
His term of office as Outside Director of the Company will have been three (3) years at the conclusion of the coming
shareholder meeting.
Masato Ono has attended all of fourteen (14) meetings of the Board of Directors that were held in the fiscal year underreview.

3. We have entered into an agreement with Kazuo Tsukuda, Yasuo Imai and Masato Ono limiting his liability for damages as
defined under Article 423, Paragraph 1 of the Companies Act, in accordance with Article 427, Paragraph 1 of theCompanies Act.
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Item 3

Election of One (1) Auditor

The term of office of Auditor Hajime Harada will expire at the conclusion of this meeting. Accordingly, the election of one(1) Auditor is proposed.
The candidate for Auditor is as follows:
The Board of Auditors has consented to the submission of this item.

1

Name(Date of birth)

Personal history, Position and
Significant concurrent posts of other entities

Hajime Harada(September 10, 1947)

April 1974
June 2004

Registered as lawyer (to the present)
Appointed Auditor of the Company (to the present)

Number of sharesof the Company
held by candidate
1,216 shares

Notes:
1. Hajime Harada is a candidate for Outside Auditor as defined in Article 2, Item 16 of the Companies Act of Japan.
2. Hajime Harada has been providing the Company with extremely valuable advice whenever necessary based on his wide
experience and knowledge as a lawyer.
Although his term of office as Outside Auditor of the Company will have been for 12 years as of the conclusion of the meeting,he meets the Company’s criteria for independence of Outside Directors and Outside Auditors (as described below) and has no
business transactions with or interest in the Group. As a lawyer, Hajime Harada has a responsibility under the Basic Rules on
the Duties of Practicing Attorneys to “maintain his or her freedom and independence” (Article 20 of the Rules) and to “perform
his or her duties fairly” (Article 5), and in fact he gives his frank opinion from an independent standpoint. We therefore believethat he maintains sufficient independence now and in the future. In particular, he has a deep understanding of corporate
governance, an issue that has grown increasingly important in recent years, gained through his experience including service asa lawyer on compliance committees at another listed company for many years. Furthermore, he has advanced, wide-ranging
and specialized knowledge, based on his experience including court cases in a variety of fields such as systems development,
intellectual property rights, antimonopoly law, international joint ventures, and claims collection. For these reasons, we can
expect him to continue to offer appropriate advice from an extremely broad perspective with regard to risks that the Company
may face in the future and other matters, and therefore propose the election of Hajime Harada for Outside Auditor.
3. We have entered into an agreement with Hajime Harada 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.
4. Hajime Harada attended all of fourteen (14) meetings of the Board of Directors and all of five (5) meetings of the Board ofAuditors held during the fiscal year under review.
5. The Company has named the Outside Auditor Hajime Harada as an Independent Auditor as defined by the Tokyo Stock
Exchange and has duly notified the Tokyo Stock Exchange.

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

- END -

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