July 28, 2023
Company name: FANUC CORPORATION
Representative: Kenji Yamaguchi, President(Stock Code: 6954, Prime Market, Tokyo Stock Exchange)
Contact: Naoki Yukisada, Manager,
Public Relations & Shareholder Relations Department(Contact Number: 0555-84-5555)
Notice Regarding Disposal of Treasury Stock as Restricted Stock Remuneration
FANUC CORPORATION would like to inform you that by resolution of the Board of Directorsof the Company today, the Company has decided to dispose of treasury stock (hereinafter
the “Disposal of Treasury Stock” or “Disposal”) as Restricted Stock remuneration as follows.
Details
1． Overview of Disposal(1)
Payment dateAugust 25, 2023

(2)

Class and number ofshares for disposal

60,110 shares of common stock of the Company(3)

Disposal price

4,781 yen per share(4)

Total value of disposal

287,385,910 yen(5)Planned disposal
recipients(6)

Other matters

Directors of the Company（※）
4 persons, 20,690 shares
Managing Officers of the Company
16 persons, 39,420 shares（ ※ ） Except for Directors who are Audit and Supervisory
Committee Members and Outside Directors.
The Disposal of Treasury Stock is subject to the entry into forceof the securities registration statement pursuant to the FinancialInstruments and Exchange Act.

2． Purpose and Reasons for Disposal
At the 52nd Ordinary General Meeting of Shareholders of the Company held on June24, 2021, for the purpose of the Directors of the Company (except for Directors who are
Audit and Supervisory Committee Members and Outside Directors; hereinafter the“Eligible Director”) sharing the merits and risks of share price changes with allshareholders and further enhancing the will of the Directors to contribute to an increasein share price and an improvement in corporate value, the Company obtained approval
regarding the introduction of a Restricted Stock remuneration system with transfer
restriction (hereinafter the “System”) for the Eligible Directors, and based on the said
System, it was approved that the total amount of monetary compensation claims to be
paid as remuneration for the Eligible Directors for Restricted Stock shall be set to 350
million yen or less per year, that the total number of shares of Restricted Stock to be
allotted to the Eligible Directors shall be no more than 140,000 shares in each fiscal year,that the Transfer Restriction Period for Restricted Stock shall be set as the period fromthe date of issuance of the Restricted Stock until the resignation or retirement of theEligible Directors from all of the positions of Director, Managing Officer and a permanent
employee of the Company and its subsidiaries, and so on.
(Note) The Company enacted a 5 for 1 stock split of its common stock effective April 1,2023. The annual cap on the number of shares represents the number after
adjusting for this stock split.
Today, by a resolution of the Board of Directors of the Company, the Company decidedto grant a total of 287,385,910 yen in monetary compensation claims and allot 60,110
shares of common stock of the Company as Restricted Stock to 4 Eligible Directors and16 Managing Officers planned to receive the said allotment (hereinafter the “PersonEligible for Allotment”) by making in-kind contribution of all of the monetarycompensation claims granted as Restricted Stock remuneration pertaining to the period
from the 54th Ordinary General Meeting of Shareholders until the 55th Ordinary General
Meeting of Shareholders of the Company scheduled for June 2024. The amount ofmonetary compensation claims for the respective Persons Eligible for Allotment shall bedecided by the Company’s Board of Directors within the limit of the total amount ofmonetary compensation claims mentioned above, based on a comprehensive
consideration of various factors such as the degree of contribution of the respective
persons to the Company. In addition, payment of the said monetary compensation
claims shall be made on the condition that the respective Persons Eligible for Allotment
enter into a Restricted Stock allotment agreement containing in substance the contentsprescribed below (hereinafter the “Allotment Agreement”) with the Company, and so on.
3． Overview of the Allotment Agreement[1] Transfer Restriction Period
From August 25, 2023 to the date of resignation or retirement of the Person Eligiblefor Allotment from all of the positions of Director, Managing Officer and a permanent
employee of the Company and its subsidiaries
During the abovementioned Transfer Restriction Period (hereinafter the “TransferRestriction Period”), the Person Eligible for Allotment shall be restricted from transferring,
establishing a security interest or mortgage on, giving as a gift during life or a bequest
to the third party, or otherwise disposing of the Restricted Stock allotted to the said
person (hereinafter the “Allotted Shares”, and the said restrictions shall be hereinafterreferred to as the “Transfer Restrictions”).
[2] Acquisition of Restricted Stock without consideration
In the event that a Person Eligible for Allotment resigns or retires from all of thepositions of Director, Managing Officer and a permanent employee of the Company andits subsidiaries during the period from the start date of the Transfer Restriction Period
until the day before the date of the first Ordinary General Meeting of Shareholders of theCompany after the start of the Transfer Restriction Period, the Company shall rightfullyacquire the Allotted Shares without consideration, except in cases where the Board ofDirectors of the Company finds a valid reason, at the time of said resignation orretirement.

In addition, if there are any Allotted Shares for which the Transfer Restrictions havenot been lifted pursuant to the provisions of the condition for lifting the Transfer
Restrictions described in section [3] below as at the time of expiration of the Transfer
Restriction Period (hereinafter the “Expiration of the Transfer Restriction Period”), theCompany shall rightfully acquire the Allotted Shares without consideration immediately
after the Expiration of the Transfer Restriction Period.
[3] Lifting of Transfer Restrictions
The Company shall lift the Transfer Restrictions of all of the Allotted Shares owned bythe Person Eligible for Allotment at the Expiration of the Transfer Restriction Period onthe condition that the relevant person has served continuously as Director, Managing
Officer or a permanent employee of the Company or any of its subsidiaries during theperiod from the start date of the Transfer Restriction Period until the date of the first
Ordinary General Meeting of Shareholders of the Company after the start of the Transfer
Restriction Period. However, if the Person Eligible for Allotment has retired from all of
the positions of Director, Managing Officer and a permanent employee of the Company
and its subsidiaries during the period from the start date of the Transfer Restriction
Period until the day before the date of the first Ordinary General Meeting of Shareholdersof the Company due to reasons deemed as valid by the Company’s Board of Directors,
the Company shall, immediately after the said resignation or retirement, lift the Transfer
Restrictions for the Allotted Shares. The number of Allotted Shares for which the Transfer
Restrictions shall be lifted is determined by dividing the number of months from July2023 to the month including the date of resignation or retirement of the said person fromany of the positions of Director, Managing Officer or a permanent employee of theCompany and its subsidiaries by 12 (however, if the calculated result exceeds 1, it shallbe 1), then multiplying that figure by the number of Allotted Shares owned by the said
person at the relevant time (if the calculated result contains a fraction less than one
share, it shall be rounded down).
[4] Provisions regarding management of shares
The Person Eligible for Allotment shall complete the opening of an account with SMBC
Nikko Securities Inc., in the manner designated by the Company, for entering or
recording the Allotted Shares, which are kept and maintained in such account up to thelifting of the Transfer Restrictions.
[5] Handling in cases of organizational restructuring, etc.
If, during the Transfer Restriction Period, a merger agreement under which theCompany becomes the disappearing company, a share exchange agreement, or a sharetransfer plan under which the Company becomes a wholly-owned subsidiary, or any
other matter relating to organizational restructuring, etc. is approved at an Ordinary
General Meeting of Shareholders of the Company (or at a meeting of the Company’s
Board of Directors, if such organizational restructuring, etc. does not require the approvalof the Company’s Ordinary General Meeting of Shareholders), provided that the effective
date of such organizational restructuring, etc. comes before the Expiration of theTransfer Restriction Period (hereinafter the “Time of Approval of Organizational
Restructuring, etc.”), and also if the Person Eligible for Allotment, who has received anallotment of Restricted Stock resigns or retires from all of the positions of Director,Managing Officer and a permanent employee of the Company and its subsidiaries inassociation with the organizational restructuring, etc., the Company shall lift the Transfer
Restrictions immediately before the business day prior to the effective date of suchorganizational restructuring, etc. with respect to the number of Allotted Shares
determined by dividing the number of months from July 2023 to the month including thedate of the aforementioned approval by 12 (however, if the calculated result exceeds 1,
it shall be 1), then multiplying that figure by the number of Allotted Shares owned by thesaid person on the date of the aforementioned approval (if the calculated result contains
a fraction less than one share, it shall be rounded down).
In addition, at the Time of Approval of Organizational Restructuring, etc., the Company
shall rightfully acquire, without consideration, the Allotted Shares for which the Transfer
Restrictions have not been lifted on and as of the business day prior to the effective dateof the said organizational restructuring, etc.
4． Basis for Calculating the Payment Amount and Specific Details Thereof
To avoid arbitrary pricing, the disposal price in the Disposal of Treasury Stock shall be
4,781 yen, which is the closing price of the Company’s common stock on the Tokyo
Stock Exchange as of the business day (July 27, 2023) immediately before the date ofresolution of the Company’s Board of Directors. This is the market price immediately
before the date of resolution of the Company’s Board of Directors, so the Company
believes that it is reasonable and does not represent a particularly advantageous price.

End