May 24, 2021
Company name: FANUC CORPORATION
Representative: Kenji Yamaguchi, President(Stock Code: 6954, 1st Section, Tokyo Stock Exchange)
Contact: Naoki Yukisada, Manager,
Public Relations & Shareholder Relations Department
Tel: (0555) 84 - 5555

Notice Regarding Introduction of Restricted Stock Remuneration System
FANUC CORPORATION reviewed the directors’ remuneration system and adopted aresolution regarding introduction of the Restricted Stock remuneration system with transfer
restriction (hereinafter referred to as the “System”) at the meeting of the Board of Directors
held today and we will discuss the System at the 52nd Ordinary General Meeting ofShareholders scheduled to be held on June 24, 2021 (hereinafter referred to as the“General Meeting of Shareholders”) and we hereby notify you as follows. Introduction of theSystem is on condition of approval of transition to a Company with an Audit andSupervisory Committee, as stated in the “Notice Concerning Transition to a Company withAudit and Supervisory Committee and Amendments to Parts of the Articles ofIncorporation,” announced as of April 27, 2021 by the General Meeting of Shareholders.
Details
1. Purpose, etc., of Introduction of the System(1) Purpose of Introduction of the System
The System will be introduced as a remuneration system for allotment of Restricted
Stock to the Directors of the Company (except for the Directors who are Audit andSupervisory Committee Members and Outside Directors; hereinafter referred to as the“Eligible Director”), for the Eligible Director to share the merits and risks of share pricechanges with the shareholders and to further enhance the will of the Directors tocontribute to an increase in the share price and an improvement in corporate value.
(2) Conditions for Introduction of the System
As the System provides the Eligible Director with monetary compensation claims as
remuneration for allotment of Restricted Stock, introduction of the System is on
condition of approval of provision of such remuneration by the shareholders at theGeneral Meeting of Shareholders. At the General Meeting of Shareholders, we will

request that shareholders approve the establishment of a total annual amount ofmonetary compensation claims be set to ¥350 million or less per year, which are to beprovided as the remuneration for Restricted Stock for the Eligible Director, in addition tothe amount of remuneration, etc., for the Directors of the Company (except for theDirectors who are Audit and Supervisory Committee Members), which we will request
for a separate approval of shareholders in connection with transition to the Company
with an Audit and Supervisory Committee, comprehensively considering the degree ofcontribution of the Eligible Director to the Company and other various factors.
2. Outline of the System(1) Allotment of and payment for Restricted Stock
The Company shall grant Eligible Directors monetary compensation claims as
remuneration pertaining to Restricted Stock within the annual limit mentioned above,
based on the resolution of the Company’s Board of Directors. Each Eligible Director
shall receive the allotment of Restricted Stock by making in-kind contribution of all of themonetary compensation claims granted.
The amount of Restricted Stock to be compensated shall be determined by the Board ofDirectors, within a range that is not particularly advantageous to the Eligible Directors
who receive the Restricted Stock, based on the closing price of the Company’s common
stock on the Tokyo Stock Exchange on the trading day prior to the date of the Board of
Directors’ resolution concerning the issuance or disposal of the Restricted Stock (or theclosing price on the trading day immediately before the said day if no transaction ismade on such business day).
The abovementioned claims on Restricted Stock shall be granted on the condition that
the Eligible Directors have consented to the in-kind contribution described above andentered into a Restricted Stock allotment agreement which includes the detailsprescribed in section (3) below.
(2) Total number of shares of Restricted Stock
The total number of shares of Restricted Stock to be allotted to the Eligible Directors is
28,000 at a maximum in each fiscal year.
However, on or after the date of the approval of the Item with regard to the System atthe General Meeting of Shareholders, this total number of shares of Restricted Stock
may be adjusted within reasonable limits if a stock split (including an allotment of theCompany’s common stock without consideration) or a reverse stock split of theCompany’s common stock takes place, or if other similar circumstances arise in which
adjustments become necessary to the total number of shares of the Company’s
Restricted Stock to be allotted.

(3) Details of the Restricted Stock allotment agreement
In the allotment of Restricted Stock, the Company and each of the Eligible Directors who
receive Restricted Stock shall enter into a Restricted Stock allotment agreement basedon the resolution of the Company’s Board of Directors. Broadly speaking, suchagreement shall include the following provisions:① Details of transfer restrictions
An Eligible Director who has received an allotment of Restricted Stock shall be restrictedfrom 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 Stockallotted (the “Allotted Shares”), during the period from the date of issuance of theRestricted Stock until he/she resigns or retires from all of Director, Managing Officer anda permanent employee of the Company and all of its subsidiaries (the said restrictions
shall be hereinafter referred to as “Transfer Restrictions,” and the said restriction period
shall be referred to as “Transfer Restriction Period”).
② Acquisition of Restricted Stock without consideration
In the event that an Eligible Director who has received an allotment of Restricted Stockresigns or retires from all of Director, Managing Officer and a permanent employee ofthe Company and all of its subsidiaries during the period from the start date of theTransfer Restriction Period until the day before the date of the first Ordinary General
Meeting of Shareholders of the Company after the start of the Transfer Restriction
Period, the Company shall rightfully acquire the Allotted Shares without consideration,
except in cases where the Board of Directors of the Company finds a valid reason.
In addition, the Company shall rightfully acquire the Allotted Shares without
consideration at the expiration of the Transfer Restriction Period described in section ①
above if there are any Allotted Shares for which the Transfer Restrictions have not been
lifted pursuant to the provisions of the conditions for lifting Transfer Restrictions,described in section ③ below.
③ Lifting of Transfer Restrictions
The Company shall lift the Transfer Restrictions of all of the Allotted Shares at theexpiration of the Transfer Restriction Period on the condition that the relevant Eligible
Director has served continuously in Director, Managing Officer or a permanent
employee of the Company or any of its subsidiaries during the period from the start dateof the Transfer Restriction Period until the date of the first Ordinary General Meeting ofShareholders of the Company after the start of the Transfer Restriction Period.
However, if the Eligible Director resigns or retires from all of Director, Managing Officer,
and a permanent employee of the Company and all of its subsidiaries before theexpiration of the Transfer Restriction Period due to a reason that the Company’s Board

of Directors deems reasonable, the Company shall adjust the number of the Allotted
Shares whose Transfer Restrictions are to be lifted as well as the timing of the lifting ofthe Transfer Restrictions in a reasonable manner, as necessary.
④ 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 ashare transfer plan under which the Company becomes a wholly-owned subsidiary, orany 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 theapproval of the Company’s Ordinary General Meeting of Shareholders), provided thatthe effective date of such organizational restructuring, etc. comes before the expirationof the Transfer Restriction Period (hereinafter the “Time of Approval of OrganizationalRestructuring, etc.”), and also if the Director who has received an allotment of Restricted
Stock resigns or retires from all of Director, Managing Officer and a permanent
employee of the Company and all of its subsidiaries in association with theorganizational restructuring, etc., the Company shall lift the Transfer Restrictions before
the effective date of the said organizational restructuring, etc., with respect to thenumber of Allotted Shares reasonably determined in consideration of the period from thestart date of the Transfer Restriction Period until the date of approval of suchorganizational restructuring, etc., based on the resolution of the Company’s Board ofDirectors.
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.
(For Reference)
After the conclusion of this Ordinary General Meeting of Shareholders, the Company
plans to grant to its Managing Officers (excluding Directors) a type of restricted stockthat is similar to the Restricted Stock described above.
End