(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 5, 2015

To Our Shareholders

Yoshiharu Inaba
President and Chief Executive Officer

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

Dear Shareholders,

Notice of Convocation of
The 46th Ordinary General Meeting of Shareholders

You are cordially invited to attend the 46th 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), Thursday, June 25, 2015.
[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:Friday, June 26, 2015, 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 Independent Auditors and the Board of Auditors for the 46th fiscal
year (from April 1, 2014 to March 31, 2015).

Matters to be resolved:
Item 1: Dividend for the Second Half of Fiscal Year 2014
Item 2: Election of fourteen (14) Directors
Item 3: Election of three (3) Auditors
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, 2014 through March 31, 2015)
1.

Summary of Current Status of the FANUC Group(1) Business trends and achievements
The world economy improved during this period with continuous recovery and expansion in the Americas and signs ofrevitalization becoming prevalent in Europe. In Asia, despite risks of a downturn in China, the economy recovered mildly.
The economy in Japan witnessed a mild upward trend as well.
In markets surrounding the FANUC Group, an upsurge in capital investments in the machine tool industries in Japan andAsia, as well as in the automotive industry in the Americas, propelled demands, and demands continued to flow invigorously from a segment in the IT industry throughout the period.
Against such a background, the FANUC Group has intensified its unity in endeavoring to attain stability and prosperity inits business, as well as to win more trust from customers regarding our products and services.
As a result, during the fiscal year ended March 31, 2015, FANUC posted consolidated net sales totaling ¥729,760 million,
up 61.8%, consolidated ordinary income totaling ¥311,951 million, up 78.9%, and consolidated net income totaling¥207,599 million, up 87.1%, compared with the previous fiscal year.
This year, we acquired new land for factories in Mibu-machi, Tochigi Prefecture, in order to fortify our future production
capacity.
The following is a summary of the results for each business division:[FA Division]
The machine tool industry, the primary market for FANUC CNC systems, entertained high demands not only in Japan but
in Asian countries, namely, China. Demands increased steadily in Europe as well.
In terms of development, FANUC’s global standard CNC, the “FANUC Series 0i-MODEL F”, was released in packages
optimized according to functions as Package 1, Package 2, Package 3 and Package 5. The operability of the “FANUC
Series 30i MODEL B” was also enhanced.
In the field of servo, new models were released for large size servo motors, synchronous built-in servo motors, and spindle
motors. With this, the lineup of servo motors has been further fulfilled and enhanced to accommodate small to large size
machines.
FANUC laser sales remained the same domestically and abroad.
New developments in laser included the addition of the CO2 laser, “FANUC Laser C3000i-C”, which is optimized for
cutting thin sheets without sacrificing the high performance for cutting thick sheets.
In collaboration with Furukawa Electric Co., Ltd., FANUC is also engaging in developing fiber laser oscillators, which can
rapidly cut thin metal sheets while retaining low power consumption, and there are high expectations for this area.
The FA Division posted consolidated sales of ¥252,585 million, up 13.4 % compared with the previous fiscal year, and FA
Division sales accounted for 34.6 % of consolidated net sales.

2[Robot Division]
In overseas markets, the sales of robots continued to increase in the American markets and remained favorable in Europe.
Sales were steady in Asian markets, with focus on China, and also in Japan.
A key new development was the “Green Collaborative Robot CR-35iA” which does not require a safety fence, and enables
robots and human operators to work together. Being the first of its kind, the CR-35iA can lift up to 35 kg, and stops moving
when coming into contact with humans. By enabling humans and robots to work together, work efficiency is improved insuch tasks as moving heavy objects or attaching components. The CR-35iA is expected to pave the way for a new era ofautomation.
Furthermore, the multi-purpose intelligent “FANUC Robot R-2000 iC series”, which is the culmination of FANUC’s longyears of experience and technology, has grown to include a new 165kg payload and 210 kg payload type.
The intelligent heavy payload robot, “FANUC M-900iB”, has also expanded its lineup to include the new long arm type
280L model, and a cylinder detection tool has been developed for the bin-picking robot, so that such tasks as placing
cylindrical casting material into a heating furnace can be robotized. With such new products and new technologies, therange of application of FANUC robots is anticipated to expand substantially.
The Robot Division posted consolidated sales of ¥181,988 million, up 23.9 % compared with the previous fiscal year.
Robot Division sales accounted for 24.9 % of consolidated net sales.
[ROBOMACHINE Division]
The sales of the ROBODRILL (small machining center) increased substantially due to what were short-term demands froma sector in the IT industry being active throughout the period, bringing about a sharp increase in sales. Sales in otherindustries within Japan and overseas increased steadily.
With the introduction of a servo side door to the “FANUC ROBODRILL α-DiA series”, automation with robots has been
facilitated to reduce cycle time. Also, a center through 7MPa coolant spindle was developed to improve efficiency indrilling deep holes. The functions of the “FANUC ROBODRILL DDR/DDR-T”, which are rotary tables for high-speed,
high-precision cutting, were enhanced so that cutting can be performed more speedily and heavier workpieces can behandled. As a result, more customer needs can be heeded to, leading to increase in sales, mainly in machining of automotive
components and dies.
The sales of ROBOSHOTs (electric injection molding machine) increased steadily mainly in Japan and Asia.
New developments in FANUC ROBOSHOT included the addition of a 130 tonnage and 220 tonnage clamping force to the“FANUC ROBOSHOT α-SiA series”, fortifying the product lineup. The combination of two types of resins - "twocomponents molding" - has been achieved along with developments for facilitating robotization. With such progress, there
are high expectations for increase in sales.
The sales of ROBOCUTs (wire-cut electric discharge machine) increased steadily mainly in Japan and Europe.
New developments included the introduction of a thermal displacement compensation function for the “FANUC
ROBOCUT α-CiA series”, which enables high-precision cutting in environments with extremely volatile temperatures. By
improving precision in cutting thick metal sheets, cutting of molds and large parts can be conducted more effectively.
As a result, the ROBOMACHINE Division posted consolidated sales of ¥295,187 million, up 262.3 % compared with theprevious fiscal year. ROBOMACHINE Group sales accounted for 40.5 % of consolidated net sales.
[Research and Development]
FANUC's CNC Hardware Laboratory, CNC Software Laboratory, Laser Laboratory, SERVO Laboratory, ROBOTLaboratory, ROBODRILL Laboratory, ROBOSHOT Laboratory, and ROBOCUT Laboratory focused on developing
various new competitive products and features by raising the level of “high performance” and "intelligence" rooted in3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.
(2) Capital Investment
In order to increase production capacity, new land was acquired in Mibu-machi, Tochigi Prefecture for the construction of
new factories. In addition, a wide variety of capital investment was made to streamline production, including the promotionof robotization.
(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
In the new fiscal year ending March 31, 2016, short-term demands from a sector in the IT industry which was highly activein the previous fiscal year, are expected to subside, and our situation will seemingly become difficult with no clear view.
In coping with such a situation, the FANUC Group will reconfirm its origins as a producer of equipment to be used in
manufacturing sites, and shall be thorough in implementing our slogan of, “Reliable / Predictable / Easy to Repair” inproduct development, in order to minimize downtime in our customers’ factories and improve operability.
Furthermore, we shall practice our basic philosophy of “Service First” in providing (1) high-level services based on
FANUC’s global standard anywhere in the world, and (2) “life-long maintenance” for as long as our customers use our
products.
In addition, under the slogan of “One FANUC”, we shall take maximum advantage of our unique strength in uniting our FA,
Robot and ROBOMACHINE divisions to jointly provide total solutions and take care of customers throughout the world.
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.

4

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

FY 2011(43rd term)
538,492
228,578
138,819709.201,130,625
985,322

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

FY 2011(43rd term)
464,108
224,643
142,021725.57
1,011,993
895,533

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

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

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, FANUC Management Institute (Yamanakako-mura,
Minamitsuru-gun, Yamanashi Prefecture)(8) Employees
Number of employees

The Company
The FANUC Group
5

2,764
5,840

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

83¥450 million

100

Note:

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 components of CNC systems andlasersManufacture of servo motors

94

On May 28, 2014, TAIWAN FANUC FA CORPORATION changed its name to TAIWAN FANUCCORPORATION.

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

2.

Principal businesses

Principal businesses
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:

239,508,317 shares(3) Number of shareholders:

48,715

6

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

Percentage of equity
participation(%)

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

16,504

8.4

Japan Trustee Services Bank, Ltd. (Trust Account)

10,8895.6State Street Bank and Trust Company

7,951

4.1

State Street Bank and Trust Company 505001

7,775

4.0

The Bank of New York Melon SA/NV 10

5,143

2.6

CBNY - Government of Norway

4,418

2.3

BNP Paribas Securities (Japan) Limited

3,646

1.9

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

3,488

1.8

State Street Bank and Trust Company 505225

2,646

1.4

State Street Bank West Client - Treaty 505234

2,477

1.3

Name

Shareholders

Note:

The percentages of equity participation are calculated after subtracting the number of treasury shares (43,863
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
Standing Auditor
Standing Auditor
AuditorToshiya Okada
Richard E. Schneider
Olaf C. Gehrels
Masato 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
President and Representative Director of Total Insurance Service Limited

AuditorMasaharu Sumikawa

Auditor

Notes:

Hajime Harada

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

1. Director 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 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.
Outside Auditor Hajime Harada was also an Outside Auditor of Nippon Gear Co., Ltd until February 18, 2015.
None of the companies in which the Outside Director or Outside Auditors concurrently hold posts have special
relations with FANUC CORPORATION.

7

4.

The Company has named the Outside Director 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 ¥2,613 million (for18 Directors).
The total amount of remuneration, etc. payable to the Auditors for the fiscal year under review was ¥207 million (for 5
Auditors).
Of the above, the total amount of remuneration, etc. payable to the Outside Director and Outside Auditors was ¥63
million (for 1 Director and 3 Auditors).
(3) Matters concerning the Outside Director and Outside Auditors
Major activities
Name
Masato Ono

Major activities
He attended 13 out of 13 meetings of the Board of Directors, and provided advice whenevernecessary, based on his wide experience, expertise and knowledge he had obtained as along-serving corporate executive.

Takeo Nakagawa

He attended 13 out of 13 meetings of the Board of Directors and 3 out of 3 meetings of theBoard of Auditors, and provided advice whenever necessary, based on his wide experience,expertise and knowledge as a university professor and corporate executive.
He attended 10 out of 10 meetings of the Board of Directors and 2 out of 2 meetings of theBoard of Auditors, that were held after his appointment as an Outside Auditor on June 27,
2014, and provided advice whenever necessary, based on his wide experience, expertise andknowledge he had obtained as a long-serving corporate executive.
He attended 13 out of 13 meetings of the Board of Directors and 3 out of 3 meetings of theBoard of Auditors, and provided advice whenever necessary, based on his wide experience,expertise and knowledge as an attorney at law.

Masaharu Sumikawa

Hajime Harada

8Non-Consolidated Balance Sheet(As of March 31, 2015)
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

1,317,514
948,618
670,413
11,41758,318120,000
15,95237,945
11,137
13,775
10,312(651)(Liabilities)
Current liabilities
Accounts payable
Accrued expenses
Accrued charge
Income taxes payable
Warranty reserves
Other
Long-term liabilities
Reserve for employees’ retirement
benefits
Other

157,151
125,563
29,683
9,742
15,75364,5482,651
3,186
31,58828,777

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

368,896
235,250
78,15928,423
114,250
14,418596
133,050
16,120107,086
9,744
100
(0)

(Net assets)
Shareholders' equity
Capital stock
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Treasury stock
Valuation and translation adjustments
Valuation difference on available-forsale securities

1,160,363
1,153,065
69,014
96,12896,05771
1,300,778
8,252
1,292,526(312,855)
7,298
7,298

Total

1,317,514

Total

Non-Consolidated Statement of Income(April 1, 2014 through March 31, 2015)(Millions of yen)Amount554,448
283,370271,078
40,651
230,427
35,62332,783
2,840
1,516
904
612
264,534
264,534
83,207
88,194(4,987)
181,327

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

9

2,811

1,317,514

Non-Consolidated Statement of Changes in Shareholders’ Equity, Etc.
(April 1, 2014 through March 31, 2015)(Millions of yen)
Shareholders' equity
Capital surplus
Retained earnings
Legal
Other
Total
Legal
Other
Total
capitalcapitalcapitalretainedretainedretained
surplussurplussurplusearnings
earnings
earnings

Capitalstock
Balance at March 31, 2014

69,014

96,057

65

96,122

8,252

1,159,210

1,167,462(1,452)(1,452)

1,157,758

1,166,010

Dividends of retained earnings(46,559)(46,559)

Net income

181,327

181,327

Accumulated change due tochanges in accounting
policies
Balance at March 31, 2014
after adjustment of changes
in accounting policies

69,014

96,057

65

96,122

8,252

Changes during this term

Purchase of treasury stock
Disposal of treasury stock
Net change in items other thanshareholders’ equity during thistermTotal changes during this term
Balance at March 31, 2015

-

6

6

-

134,768

134,768

69,014

96,057

71

96,1288,252

1,292,526

1,300,778

Treasury stock

Total
shareholders'equity(312,299)

1,020,299

Accumulated change due tochanges in accounting
policies
Balance at March 31, 2014
after adjustment of changes
in accounting policies

6-

Shareholders' equity

Balance at March 31, 2014

6

Valuation and translation
adjustments
Valuation
Total valuationdifference onand translation
available-foradjustments
sale securities
4,954
4,954

(1,452)(312,299)

1,018,847

Total net assets

1,025,253(1,452)

4,954

4,954

1,023,801

Changes during this term:
Dividends of retained earnings
Net income(46,559)(46,559)

181,327

181,327

Purchase of treasury stock

(559)

(559)

(559)

Disposal of treasury stock

3

9

9

Net change in items other thanshareholders’ equity during thistermTotal changes during this term
Balance at March 31, 2015

2,344

2,344

2,344

(556)

134,218

2,344

2,344

136,562(312,855)

1,153,065

7,298

7,298

1,160,363

10

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

May 18, 2015

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 46th fiscal year from April 1, 2014 to March 31, 2015,
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 Independent 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
Shigehiro Koshihara (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Isamu Ando (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

11

Consolidated Balance Sheet(As of March 31, 2015)
Titles of Account(Total Assets)
Current assets
Cash and deposits
Notes and accounts receivable –trade

Amount
1,611,626
1,273,355
871,236
135,127

Securities
Merchandise and finished goods
Work in process
Raw materials and supplies
Deferred tax assets
Other
Allowance for doubtful accounts

120,000
54,28042,85911,662
26,686
13,669(2,164)

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

338,271
265,925
95,02430,075
125,893
14,933
950
71,39659,753
11,643(0)
1,611,626

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)Amount224,931
172,61140,572
72,2196,546
53,27452,32047,534
4,786(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
Total

Consolidated Statement of Income(April 1, 2014 through March 31, 2015)(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
Other
Non-operating expenses
Loss on sales and retirement of noncurrent assets
Miscellaneous loss
Ordinary income
Income before income taxes and minority interests
Income taxes
Income taxes – current
Income taxes – deferred
Income before minority interests
Minority interests
Net income

729,760
350,746
379,014
81,175
297,839
15,698
3,665
12,033
1,586
906
680
311,951
311,951
103,099
111,261(8,162)
208,852
1,253
207,599

12

1,386,695
1,353,071
69,01496,2771,500,635(312,855)
26,106
7,482
29,372(10,748)
7,518
1,611,626

Copy of the Independent Auditors’ Report Related to the Consolidated Financial Statements(Translation)
REPORT OF INDEPENDENT AUDITORSMay 18, 2015

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, 2014 to March 31,
2015, 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 Independent 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
Shigehiro Koshihara (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Isamu Ando (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

13

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 46th fiscal year from April 1, 2014 to March 31, 2015, 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:

The Board of Auditors determined the audit policy, audit plans, etc. and received from each Auditor reports on thestate of his performance of audits and the results thereof. The Board also received reports from the Directors, etc. and theIndependent Auditors on the state of performance of their duties, and sought explanations as necessary.
Each Auditor, in accordance with the auditing standards of Corporate Auditors established by the Board ofAuditors and the 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, 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 the head
office and principal business offices of the Company.
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 joint-stock corporations, as well as thestatus of the systems (internal control systems) established pursuant to such resolutions. With regard to the internal control
on financial reporting, we received from the Directors, etc. and Ernst & Young ShinNihon LLC reports on the assessmentof such internal control and auditing thereof, and sought explanations as necessary. 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, weinvestigated the business report and its supplementary schedules for the fiscal year under review.
We also monitored and verified whether the Independent Auditors had maintained an independent position andconducted adequate audits, received from the Independent Auditors reports on the state of performance of their duties, andrequested explanations as necessary. In addition, we received from the Independent Auditors a notice that the "systems tosecure adequate performance of duties" (as listed in the items of Article 131 of the Ordinance for 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 non-consolidated financial statements (thenon-consolidated balance sheet, the non-consolidated statement of income, the non-consolidated statement of changes inshareholders' 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 ofincome, the consolidated statement of changes in shareholders' equity, etc. and the notes to consolidated financial
statements), for the fiscal year under review.

14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 theperformance by the Directors of their duties concerning such internal control systems, including the internal
control 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 20, 2015
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)

15

Reference Material for the Ordinary General Meeting of Shareholders
Item 1Dividend for the Second Half of Fiscal Year 2014

Since April, 2015, our shareholder return policy is as follows: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% (formerly 30% since the fiscal year ending March 2007) of ourconsolidated net profit for the full fiscal year, starting from the fiscal year ending March 2015.

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 2014 (the fiscal
year ended March 2015) 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, 2014, 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 ¥636.62 per share, in total with the dividend for the first half of the
fiscal year that has been paid in December, 2014 (¥144.69 per share), resulting in ¥491.93 per share for the second half.)① Type of dividend asset
Cash② Allocation of dividend assets to shareholders and total amount of allocation¥491.93 per share of common stock
Total amount of payout: ¥96,243,696,503③ Effective date of dividend payment
June 29, 201516

Item 2

Election of fourteen (14) Directors

The term of office of the twelve (12) Directors will expire at the conclusion of the meeting. In order to strengthen the
management structure of the company, it is proposed that the number of Outside Directors be increased by two (2) and thata total of fourteen (14) Directors be nominated.
The 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 2004
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 of the Company(Representative Member of the Board)
Appointed President and CEO of the Company(Representative Member of the Board) (to the present)
General Manager, FA Business Division of the Company (tothe present)
Joined the Company
General Manager, Manufacturing Technology Center of theCompany
General Manager, Headquarters 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 (to the present)
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)

17

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

500 shares

696 shares

1,764 shares

Candidates’
number5

Name(Date of birth)

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

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

Joined the Company
Deputy General Manager, Robot Laboratory of theCompany(to the present)
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 (to the present)
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 (to the present)18

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

Olaf C. Gehrels(April 3,1967)

April 1994
April 2003
June 2006
June 2011

Joined the Company
Appointed President of FANUC Europe Corporation
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Director (Member of the Board) of the Company(to the present)
Appointed President and CEO of FANUC Europe
Corporation (to the present)

500 shares

Joined Dai-ichi Kangyo Bank, Ltd.
Appointed Executive Officer of Mizuho Bank, Ltd.
Appointed Deputy President and Representative Director ofMizuho Financial Group, Inc.
Appointed President and Representative Director of Total
June 2012
Insurance Service Limited (to the present)
Appointed Director (Member of the Board) of the Company
June 2013(to the present)(Significant concurrent posts of other entities)
President and CEO of Total Insurance Service Limited
Outside Director of Nippon Light Metal Holdings Company, Ltd.
Joined Mitsubishi Heavy Industries, Ltd.
April 1968
Appointed Director (Member of the Board) of Mitsubishi
June 1999
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)(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 Electric Railway Co., Ltd.
Outside Auditor 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)(Significant concurrent posts of other entities)
President, Chief Operating Officer (Member of the Board) of AIR
WATER INC.

0 shares

June 2013
October 201312

Masato Ono(November 4, 1950)

13

Kazuo Tsukuda(September 1, 1943)

14

Yasuo Imai
(October 22, 1948)

Number of sharesof the Company
held by candidate

April 1974
March 2006
June 2007

0 shares0 shares

Notes:
1. Masato Ono, Kazuo Tsukuda, and Yasuo Imai are candidates for Outside Director as defined in Article 2, Item 15 of the19Companies Act of Japan.
2. Matters concerning candidates for Outside Director(1) 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 given the Company extremely valuable advice on enhancing corporate value from a totallydifferent 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.
Masato Ono served as Deputy President and Representative Director of Mizuho Financial Group, Inc. The Company has
never applied for a loan from its group banks. In addition, it has been over 7 years since he retired as Director of theMizuho Financial Group, Inc. For this reason, 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 two years at the conclusion of the coming
shareholder meeting.
Masato Ono has attended all thirteen (13) meetings of the Board of Directors that were held in the fiscal year underreview.
(2) 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. We believe that Kazuo Tsukuda,with his outstanding knowledge of manufacturing and extensive experience in management has a deep understanding of
the Company’s business and is more than adequately qualified to fulfill such a role. Mitsubishi Heavy Industries, Ltd. forwhich Kazuo Tsukuda served as Chairman of the Board and President and CEO, has business transactions with the
FANUC Group. However, the transactions amounted to a fairly insignificant amount equivalent to less than 1% of therespective consolidated net sales of both companies Thus, his independence is secured.
If this Item is approved as proposed, the Company will submit a notification to the Tokyo Stock Exchange that it has
appointed Kazuo Tsukuda as an Independent Director.
(3) Yasuo Imai
After joining in the Ministry of International Trade and Industry (currently, the Ministry of Economy, Trade and Industry),
Yasuo Imai had experience 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 is familiar with foreign affairs, has a global perspective andextensive knowledge concerning manufacturing, and understands the protection of intellectual property, etc. At the sametime, he is a currently active corporate executive and is also knowledgeable about corporate management due to his nearly
10 years experience in business. We believe that we can expect Yasuo Imai as Outside Director to provide valuable advice
due to his extensive experience in various fields and from his broad vision.
AIR WATER INC. at which he serves as President has no business transactions with the Company.
If this Item is approved as proposed the Company will submit a notification to the Tokyo Stock Exchange that it has
appointed Yasuo Imai as an Independent Auditor.

3. We have entered into an agreement with 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 the Companies Act.
If this item is approved as originally proposed, the Company will enter into a limited liability agreement with the samecontents as above with Kazuo Tsukuda and Yasuo Imai, respectively.

20

Item 3

Election of Three (3) Auditors

The term of office of the three (3) Auditors, Shunsuke Kimura, Naoki Shimizu and Takeo Nakagawa, will expire at theconclusion of the meeting. Accordingly, the election of three (3) Auditors is proposed.
The candidates for Auditors are as follows:
The Board of Auditors has consented to the submission of this item.
Candidates’
numberName(Date of birth)

1

Shunsuke Kimura(August 5, 1950)

2

Naoki Shimizu(July 10, 1959)

3

Takeo Nakagawa(October 12, 1938)

Personal history, position andsignificant concurrent posts of other entities
April 1974
Joined Daiichi-Kangyo Bank Corp.
November 2003 Joined the Company
April 2008
Manager, Finance & Accounting Department of the Company
June 2009
Appointed Auditor of the Company
May 2010
Appointed Standing Auditor of the Company (to the present)
Joined the Company
April 1982
Manager, Management Research Office of the Company
August 1993
Appointed Standing Auditor of the Company
June 2003
May 2010
Appointed Auditor of the Company
May 2014
Appointed Standing Auditor of the Company (to the present)
May 1999
Professor Emeritus of the University of Tokyo (to the present)
October 2000
Appointed President and CEO of Fine Tech Co., Ltd.
June 2007
Appointed Auditor of the Company (to the present)
April 2015
Appointed Chairman of Fine Tech Co., Ltd. (to the present)(Significant concurrent posts of other entities)
Professor Emeritus of the University of Tokyo
Chairman of Fine Tech Co., Ltd.
Outside Director of TSUGAMI CORPORATION
Outside Director of Nippon Pillar Packing Co., Ltd.
Outside Director of OSG CORPORATION

Number of sharesof the Company
held by candidate
100 shares

100 shares

1,060 shares

Notes:
1. Takeo Nakagawa is a candidate for Outside Auditor as defined in Article 2, Item 16 of the Companies Act of Japan.
2. As Professor Emeritus of the University of Tokyo and a corporate manager, Takeo Nakagawa has been consistently engaged in“monozukuri (manufacturing).” Given this context, he has as Outside Auditor given us objective and valuable advice fromvarious aspects based on his profound understanding of the Company’s business. As we believe that we can expect him tocontinue to play a significant role going forward we propose his reelection as Outside Auditor.
Fine Tech Co., Ltd. of which he is engaged in management has business transactions with the Company. However, the amountof the transactions accounts for less than 1% (almost 0% in fact) of the respective consolidated net sales of both companies;
thus, his independence is secured.
Takeo Nakagawa’s term of office as Outside Auditor of the Company will have been eight years at the conclusion of themeeting.
In addition, he attended all thirteen (13) meetings of the Board of Directors and all three (3) meetings of the Board of Auditorsthat were held in the fiscal year under review.
3. We have entered into an agreement with Takeo Nakagawa 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. The Company has named the Outside Auditor Takeo Nakagawa as an Independent Auditor as defined by the Tokyo Stock
Exchange and has duly notified the Tokyo Stock Exchange.

- END -

21