(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 the translation.

To Our Shareholders(Securities code: 6954)
June 6, 2024
(Commencement of measures for electronic provision: May 30, 2024)

Kenji Yamaguchi
Representative Director
President

FANUC CORPORATION

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

Dear Shareholders,

Notice of Convocation of
The 55th Ordinary General Meeting of Shareholders

We are pleased to announce that the 55th Ordinary General Meeting of Shareholders of FANUC CORPORATION will be held
as described below.
In convening the meeting, the Company has taken the electronic provision measure for information included in the Reference
Materials for the Ordinary General Meeting of Shareholders, etc. (Electronic Provision Measures Matters). Electronic Provision
Measures Matters are posted on the Company’s website as “Notice of Convocation of The 55th Ordinary General Meeting of
Shareholders” and “Supplementary Materials to the Notice of Convocation of The 55th Ordinary General Meeting of
Shareholders.” Please access the Company’s website below and check the Matters.
The Company’s website:

https://fanuc.co.jp/en/ir/meeting/index.html

In addition to the above website, Electronic Provision Measures Matters are also posted on the Tokyo Stock Exchange, Inc. (TSE)website. Please access the TSE website (TSE Listed Company Search) below, enter the Company’s name (FANUC) or the
securities code (6954) for search, and select “Basic information,” then “Documents for public inspection/PR information” tocheck the Matters.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting on the day, you may exercise your voting rights via the Internet or by the Voting
Rights Exercise Form. Please review the Reference Materials for the Ordinary General Meeting of Shareholders andexercise your voting rights by 5:00 p.m. (Japan time), Wednesday, June 26, 2024.
[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 the form
to us by the above-mentioned deadline.
[Exercise of voting rights by electronic methods (the Internet)]
Please access the website (https://www.tosyodai54.net) and enter your votes for or against each of the proposals in accordancewith the guidance on the screen by the above-mentioned deadline. If you have any questions, please contact the administratorof FANUC CORPORATION’s shareholder register, Tokyo Securities Transfer Agent Co., Ltd. (Phone: 0120-88-0768).

Description
1. Date:Thursday, June 27, 2024, 10:00 a.m.

2. Place:

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

3. Agenda of the Meeting
Matters to be reported:

Report on the business report, the consolidated financial statements, the non-consolidated
financial statements and the results of audit of the consolidated financial statements by the
Accounting Auditors and the Audit and Supervisory Committee for the 55th fiscal year (from
April 1, 2023 to March 31, 2024).

Matters to be resolved:
Item 1: Dividends of Surplus
Item 2: Election of Seven (7) Directors (except for Directors Who Are Audit and Supervisory Committee Members)

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.
(3) If there is no indication of a vote for or against a proposal on the Voting Rights Exercise Form, this shall be treated as a votefor the proposal.
- END * When attending the meeting on the day, please submit the enclosed Voting Rights Exercise Form at the reception desk.
* Please note that only shareholders eligible to exercise voting rights will be allowed inside the venue, and other persons, such as
proxies who are not shareholders and persons accompanying shareholders, will not be permitted to enter (excluding persons
accompanying shareholders with physical handicaps).
* In the event of any revision to the Electronic Provision Measures Matters, such Matters before and after the revision will be postedon the abovementioned Company website and TSE website.
* This document also serves as the document stating Electronic Provision Measures Matters based on the request for deliveryof documents.

Reference Material for the Ordinary General Meeting of Shareholders
Item 1Dividends of Surplus

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

Share buybacks

Cancellation of treasury shares

Based on the above basic policy, we propose to pay the year-end dividend for this fiscal year as follows, which makes theconsolidated payout ratio, including the interim dividend paid in December 2023, at 60%.
The dividend for the full fiscal year will be ¥84.14 per share, in total with the dividend for the first half of the fiscal year that has
been paid in December, 2023 (¥40.26 per share), resulting in ¥43.88 per share for the second half.

(1) Type of dividend asset
Cash(2) Allocation of dividend assets to shareholders and total amount of allocation¥43.88 per share of common stock (dividend payout ratio (Consolidated): 60.0%)
Total amount of payout: ¥41,495,031,651(3) Effective date of dividend payment
June 28, 2024

Item 2

Election of Seven (7) Directors (except for Directors Who Are Audit and Supervisory Committee Members)

The term of office of the seven (7) Directors (except for Directors who are Audit and Supervisory Committee Members) will
expire at the conclusion of the meeting. Therefore, we propose to elect seven (7) Directors (except for Directors who are Audit
and Supervisory Committee Members).
The seven (7) candidates for Directors (except for Directors who are Audit and Supervisory Committee Members) are as follows:

Candidates’
numberName

1

Yoshiharu Inaba

2

Kenji Yamaguchi RenominatedRenominated3

Ryuji Sasuga

Renominated4

Michael J. Cicco

Renominated5

Naoko Yamazaki Renominated6

Hiroto Uozumi

Renominated7

Yoko Takeda

RenominatedPosition and responsibilities at the Company

Attendanceat the Boardof Directors
meetings

Director, Chairman

100%(12 of 12)

Representative Director,
President and CEO

100%(12 of 12)

Director, Senior Managing Officer and
CFO
General Manager, Corporate Finance &Facility Planning Division
Manager, Secretary Department
Director of the Company
President and CEO, FANUC America
Corporation
Outside Director
Independent Director
Outside Director
Independent Director
Outside Director
Independent Director

100%(10 of 10)100%(12 of 12)

Director100%(12 of 12)

Director100%(12 of 12)

Director100%(10 of 10)

Candidates’
numberName(Date of birth)

Personal history, position and responsibilities
April 1973
September 1983
June 1989
June 1992
June 1995
May 2001

1

Yoshiharu Inaba(July 23, 1948)

June 2003
June 2016
April 2019
June 2023

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

Number of sharesof the Company
held by candidate
65,090 shares

Renominated(Significant concurrent posts of other entities)
Outside Director, TOPCON CORPORATION
Chairman, Japan Machine Tool Builders’ Association(Attendance at the Board of Directors meetings held during this period)
100% (12 of 12)(Reason for nomination as candidate)
Yoshiharu Inaba has led the management of the Company since he wasappointed President and CEO (Representative Director) in June 2003, andhas served as Chairman (Director) since 2016. In order to benefit from his
experiences and deep insights in management decision-making andsupervision of the Company, his reappointment as Director is proposed.

Candidates’
numberName(Date of birth)

Personal history, position and responsibilities
April 1993
June 2008
February 20122

October 2013
June 2016
April 2019
Kenji Yamaguchi(August 6, 1968)
RenominatedJoined the Company
Appointed Executive Vice President (Director) of the Company
Appointed Senior Executive Vice President (Director) of theCompany
Appointed Senior Executive Vice President (Representative
Director) of the Company
Appointed President and COO (Representative Director) of theCompany
Appointed President and CEO (Representative Director) of theCompany (to the present)(Attendance at the Board of Directors meetings held during this period)
100% (12 of 12)(Reason for nomination as candidate)
Kenji Yamaguchi has been involved in research and development,
manufacturing, production engineering and sales, and by having played an
important role in each of these fields, he is rich in experience. He currently
leads the management of the Company as President and CEO(Representative Director). In order to benefit from his experiences anddeep insights in management decision-making and supervision of theCompany, his reappointment as Director is proposed.

Number of sharesof the Company
held by candidate
38,560 shares

Candidates’
numberName(Date of birth)

Personal history, position and responsibilities
April 1992
April 2004

3

January 2010
March 2012
April 2015
Ryuji Sasuga(March 10, 1969)
RenominatedJuly 2015
June 2017
July 2021
June 2022
June 2023
July 2023

Joined the Company
Appointed Director & Manager, Finance & Accounting
Department of Fanuc Europe GmbH
Appointed Director & CFO of FANUC Europe Corporation
Joined LIXIL Corporation
Seconded to Permasteelisa S.p.A
Group Financial Control Manager
Rejoined the Company
Manager, Group Companies Support Department of theCompany
Manager, Secretary Department of the Company (to the present)
Appointed Managing Officer of the Company
General Manager, Corporate Finance Division of the Company
Appointed Senior Managing Officer and CFO of the Company
Appointed Senior Managing Officer (Director) and CFO of theCompany (to the present)
General Manager, Corporate Finance & Facility Planning
Division of the Company (to the present)

Number of sharesof the Company
held by candidate
7,270 shares(Attendance at the Board of Directors meetings held during this period)
100% (10 of 10)(Reason for nomination as candidate)
Ryuji Sasuga has engaged in accounting operations at the Company andits overseas subsidiaries, and is currently involved in accounting, public
relations, and shareholder relations, etc. as General Manager of the
Corporate Finance & Facility Planning Division, and he has worked tostrengthen our financial position as CFO. In order to benefit from his
experiences and deep insights in management decision-making andsupervision of the Company, his reappointment as Director is proposed.

Candidates’
numberName(Date of birth)

Personal history, position and responsibilities
August 1999
November 2015
April 2016
June 2016
July 2016

4

June 2017
June 2020
Michael J. Cicco(October 16, 1976)
Renomniated

Joined FANUC America Corporation (“FAC”)
Appointed Vice President (Director) of FAC
Appointed President and COO (Director) of FAC
Appointed Managing Officer of the Company
Appointed President and CEO (Director) of FAC (to thepresent)
Appointed Senior Managing Officer of the Company
Appointed Director of the Company (to the present)(Attendance at the Board of Directors meetings held during this period)
100% (12 of 12)(Reason for nomination as candidate)
Michael J. Cicco currently serves as President and CEO of FANUC
America Corporation, a subsidiary responsible for the Company’s business in
the Americas, and has contributed to its growth and development. In order
to benefit from his experiences and deep insights in management decisionmaking and supervision of the Company, his reappointment as Director is
proposed.

Number of sharesof the Company
held by candidate
2,790 shares

Candidates’
numberName(Date of birth)

Personal history, position and responsibilities
April 1996

5

September 2001
April 2010
March 2016
September 2017
June 2018
Naoko Yamazaki(December 27, 1970)
Outside Director
Independent Director
RenominatedJuly 2018
June 2020
June 2021

Joined the National Space Development Agency of Japan(currently Japan Aerospace Exploration Agency (JAXA))
Authorized as an astronaut to board the International Space
StationServed as a mission specialist on the Space Shuttle Discovery,
and engaged the mission of assembling the International Space
Station (STS-131(19A))
Appointed Outside Director of Nabtesco Corporation
Appointed Outside Director of OPTORUN Co., Ltd. (to thepresent)
Appointed Outside Director of TOPCON CORPORATION (tothe present)
Appointed Representative Director of Space Port Japan
Association (to the present)
Appointed Director of the Company (to the present)
Appointed President of Young Astronauts Club - Japan (to thepresent)(Significant concurrent posts of other entities)
Representative Director of Space Port Japan Association
President of Young Astronauts Club - Japan
Outside Director of OPTORUN Co., Ltd.
Outside Director of TOPCON CORPORATION(Attendance at the Board of Directors meetings held during this period)
100% (12 of 12)(Reason for nomination as candidate and expected role)
Naoko Yamazaki has extensive knowledge of advanced aerospaceengineering and manned spacecraft systems, including robotic arms, as anengineer. She is well versed in science and technology, as well as risk
management including crisis management, and has experienced extremely
challenging environments as an astronaut. With her wealth of experience andinsight, she has appropriately executed her duties as Outside Director inproviding the Company with supervision over and advice on the Company’sbusiness. We expect that she will continue to contribute to the Company’s
Board of Directors from an independent position.
The Company has no business transactions with Space Port Japan
Association, at which Naoko Yamazaki serves as Representative Director, orwith Young Astronauts Club - Japan, at which she serves as President.
Therefore, there is no risk of her independence being affected by this position.
As mentioned above, Naoko Yamazaki has continued to contribute to theCompany’s Board of Directors from an independent position. Thus her
reappointment as Outside Director is proposed.
In addition, the Company has appointed Outside Director Naoko Yamazaki
as an Independent Director as defined by the Tokyo Stock Exchange and has
duly notified the Tokyo Stock Exchange.
Her term of office as Outside Director of the Company will have been four (4)years at the conclusion of the coming shareholder meeting.

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

Personal history, position and responsibilities
April 1975
April 2003

6

April 2004
April 2005
July 2007
Hiroto Uozumi(March 10, 1953)
Outside Director
Independent Director
RenominatedApril 2011
April 2013
April 2015
April 2017
April 2020
June 2021
June 2022

Joined Hitachi, Ltd.
General Manager of Nuclear Power Systems Production
Division, Nuclear Systems Division, Power and Industrial
Systems Group, Hitachi, Ltd.
Deputy General Manager of Hitachi Works, Power Systems
Group and Vice Division Director, Nuclear Power Systems
Production, Hitachi, Ltd.
Deputy General Manager of Air-Conditioning Systems Division,
Hitachi Plant Engineering & Construction Co., Ltd.
Appointed Executive Vice President of Hitachi-GE Nuclear
Energy, Ltd.
Appointed President and Representative Director of Hitachi-GE
Nuclear Energy, Ltd.
Appointed Vice President and Executive Officer, Hitachi, Ltd.
Appointed Chairman of the Board of Hitachi-GE Nuclear
Energy, Ltd.
Senior Corporate Officer of Nuclear Energy Business Unit,
Hitachi, Ltd.
Senior Corporate Officer of Nuclear Damage Compensation andDecommissioning Facilitation Corporation
Appointed President & CEO of Atomic Energy Association (tothe present)
Appointed Director of the Company (to the present)(Significant concurrent posts of other entities)
President & CEO of Atomic Energy Association(Attendance at the Board of Directors meetings held during this period)
100% (12 of 12)(Reason for nomination as candidate and expected role)
Hiroto Uozumi has a background in planning and designing nuclear powersystems and manufacturing major equipment as the Head of nuclear powerbusiness at Hitachi, Ltd. He is familiar with manufacturing and company
management due to his experience holding important positions at Hitachi, Ltd.
and Hitachi-GE Nuclear Energy, Ltd. In addition, as the Company aims to becarbon-neutral by 2050, it is expected that his knowledge of power and energy
systems, as well as decarbonization, will be utilized. With his wealth ofexperience and insight, he has appropriately executed his duties as Outside
Director in providing the Company with supervision over and advice on the
Company’s business. We expect that he will continue to contribute to theCompany’s Board of Directors from an independent position.
The Company has no business transactions with the Atomic Energy
Association, at which Hiroto Uozumi serves as President & CEO. Therefore,
there is no risk of his independence being affected by this position.
As mentioned above, Hiroto Uozumi has continued to contribute to theCompany’s Board of Directors from an independent position. Thus his
reappointment as Outside Director is proposed.
In addition, the Company has appointed Outside Director Hiroto Uozumi 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(2) years at the conclusion of the coming shareholder meeting.

Number of sharesof the Company
held by candidate
500 shares

Candidates’
numberName(Date of birth)

Personal history, position and responsibilities
April 1994
April 2009
April 20127

October 2015
October 2017
October 2020
Yoko Takeda(April 13, 1971)
Outside Director
Independent Director
RenominatedDecember 2021
October 2022

June 2023
October 2023

Joined Bank of Japan
Joined Mitsubishi Research Institute, Inc.
Chief Researcher, Center for Policy and the Economy, Chief
Economist of Mitsubishi Research Institute, Inc.
Deputy General Manager, Center for Policy and the Economy,
Chief Economist of Mitsubishi Research Institute, Inc.
General Manager, Center for Policy and the Economy, Chief
Economist of Mitsubishi Research Institute, Inc.
Deputy General Manager, Planning and Administration Office,Think Tank Unit
General Manager, Center for Policy and the Economy, Chief
Economist of Mitsubishi Research Institute, Inc.
Appointed Research Fellow (to the present)
Deputy General Manager, Think Tank Unit
General Manager, Planning and Administration Office, Think
Tank Unit
General Manager, Center for Policy and the Economy,
Chief Economist of Mitsubishi Research Institute, Inc.
Appointed Outside Director of Ricoh Company, Ltd. (to thepresent)
Appointed Director of the Company (to the present)
Appointed Executive Officer of Mitsubishi Research Institute,
Inc. (to the present)
General Manager, Think Tank Unit of Mitsubishi ResearchInstitute, Inc. (to the present)

Number of sharesof the Company
held by candidate
0 shares(Significant concurrent posts of other entities)
Executive Officer and Research Fellow,
General Manager, Think Tank Unit of Mitsubishi Research Institute, Inc.
Outside Director of Ricoh Company, Ltd.
(Attendance at the Board of Directors meetings held during this period)
100% (10 of 10)(Reason for nomination as candidate and expected role)
Yoko Takeda has extensive knowledge of economic and financial conditions,having conducted research analysis of finance and the economy, and madevarious policy proposals at Mitsubishi Research Institute, Inc. In addition, she
has various other experiences, including activities such as government
commissioner on the Industrial Structure Council, etc.
With her wealth of experience and insight, she has appropriately executed her
duties as Outside Director in providing the Company with supervision over
and advice on the Company’s business. We expect that she will continue tocontribute to the Company’s Board of Directors from an independent position.
The Company has no business transactions with Mitsubishi ResearchInstitute, Inc., at which Yoko Takeda serves as Executive Officer, etc.
Therefore, there is no risk of her independence being affected by this position.
As mentioned above, Yoko Takeda has continued to contribute to theCompany’s Board of Directors from an independent position. Thus her
reappointment as Outside Director is proposed.
In addition, the Company has appointed Outside Director Yoko Takeda as an
Independent Director as defined by the Tokyo Stock Exchange and has duly
notified the Tokyo Stock Exchange.
Her term of office as Outside Director of the Company will have been one (1)year at the conclusion of the coming shareholder meeting.
Notes:
1. Naoko Yamazaki, Hiroto Uozumi, and Yoko Takeda are candidates for Outside Directors.
2. We have entered into an agreement with Naoko Yamazaki, Hiroto Uozumi, and Yoko Takeda limiting their 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.
3. We have entered into a directors and officers liability insurance agreement with an insurance company. The agreement covers damages that
may arise due to the insured directors and officers assuming liability for their execution of duties, or receiving a claim for the pursuit of suchliability. All candidates for Directors shall be included as an insured under the said insurance agreement, which is to be retained with the sameterms and conditions at the next renewal.
4. While Naoko Yamazaki, Hiroto Uozumi, and Yoko Takeda were in office as Outside Directors of the Company, it was discovered that ROBOCUT(wire electric discharge machine), which the Company manufactures and sells, might have been tested under conditions that do not comply with theharmonized standards of the Europe’s EMC (Electromagnetic Compatibility) Directive. They were not aware of the issue until it came to light, but
regularly called the attention of participants at meetings of the Board of Directors and other forums to the importance of compliance. After the issue
came to light, they have provided recommendations, etc. at meetings of the Board of Directors and other forums regarding investigations to thoroughly
uncover all aspects of the issue.

(For Reference)

1. Criteria for Independence of Outside Directors
With regard to Independent Outside Directors, the Company nominates candidates who do not have any certain interest in the Company, andwho can be expected to make frank comments without hesitation at Board of Directors meetings, etc. Furthermore, in order to ensure such real
independence, as minimum requirements, candidates must meet each of the following conditions.
1. Sales to the individual’s former workplace (organization) from the Company will be under 2% of the consolidated sales of the Company,
and sales to the Company from the individual’s former workplace will be under 2% of the consolidated sales of the individual’s former
workplace.
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/she 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.

2. Composition of the Board of Directors and Expertise and Experience of Each Director If Item 2 is Approved as Originally Proposed (Skills Matrix)
Name

Yoshiharu
Inaba
Kenji
Yamaguchi
Ryuji
SasugaMichael J.
Cicco
Naoko
Yamazaki
HirotoUozumiYoko
TakedaToshiya
Okada
Hidetoshi
Yokoi
Mieko
TomitaShigeoIgashima

Audit andSupervisory
Committee Member
Audit andSupervisory
Committee Member
Audit andSupervisory
Committee Member
Audit andSupervisory
Committee Member

GenderCorporate
Management

Research &Development

Internationality

ESG/
Sustainability

HR/Labor/HR
Development

Legal/Risk
Management

Finance/
Accounting

Male

●

●

●

●

●

●

●

Male

●

●

●

●

●

●

●

Male

●

●

●

●

●

Male

●

●

●

●

●

●

●

●

●

●

●

●

●

●

OutsideFemaleOutsideMale

OutsideFemale

●

Male

●

●

●

OutsideMale

OutsideFemale●Outside

Male

●

●

●

- END -

●

●
●
●

●
●

●
●

BUSINESS REPORT(April 1, 2023 through March 31, 2024)
1.

Summary of Current Status of the FANUC Group(1) Business trends and achievements
Regarding the circumstances surrounding the FANUC Group during this fiscal year (April 1, 2023 – March 31, 2024), while
the impact on production activities by shortage in semiconductors and other components in the supply chain has subsided, theoutlook remained uncertain due to several factors, such as the effects of global inflation, concerns of an economic slowdown
due to high interest rates, and fluctuations in exchange rates. In addition, inventory adjustments from the second half of FY
2022 (the fiscal year ended March 31, 2023) had an impact on production.
Under these circumstances, the Company has done every effort to minimize the impact on the financial results through theconcerted efforts of all departments, including sales divisions, R&D divisions, factories, service divisions, and administrative
departments.
While facing these difficult conditions, the FANUC Group continued to push forward with initiatives towards future
development, including the development of new products and new functions and increasing of production capacity at ourfactories.
In addition, amid the global pushing toward a carbon-free society, we recognize that climate change is an important management
issue for the FANUC Group as well, as we are doing business globally, and pushed forward with development geared towards
improved energy-efficiency of our products. Further, FANUC CORPORATION was recognized for leadership in corporatetransparency and performance on climate change by an international non-profit organization, CDP, securing a place on its ‘A
List’ for the first time in 2023.
During the fiscal year ended March 31, 2024, FANUC posted consolidated net sales totaling ¥795,274 million, down 6.7%,
consolidated ordinary income totaling ¥181,755 million, down 21.4%, and net income attributable to owners of parent totaling¥133,159 million, down 21.9%, compared with the previous fiscal year.
During this fiscal year, “FANUC αi-D series SERVO”, a new-generation servo system that contributes to energy saving inmachine tools and industrial machinery, received Main Award at the 66th Nikkan Kogyo Shimbun Best 10 New Product Awards.
In addition, the “FANUC Robot M-2000iA”, an industrial robot with the world’s largest payload capacity of up to 2.3 tons, wasawarded the Okochi Memorial Production Prize by Okochi Memorial Foundation.
The following is a summary of the results for each business division:[FA Division]
In the FA Division, demand from the machine tool industry, the primary market for CNC systems, showed a slowdown trend ineach country around the world, including Japan, and sales of our CNC systems also declined.
In terms of development, we released FANUC’s new CNC series “FANUC Series 500i-A” to address changing market needs.
This CNC represents a comprehensive renewal of both hardware and software. Featuring a multicore CPU, substantially boostingprocessing performance, easier setup and programming for 5-axis processing machines and combined processing machines, achassis structure that enables easy maintenance, the adoption of a new system that dispenses with the need for batteries to keep
CNC and servo motor position data, an operating screen tailored to processing sites, and improvements in security and safetyfunctions, it provides further added value to machine tools. We also upgraded the CPU for the “FANUC Series 0i-F Plus,” which
is a popular choice across a broad range of machine tools, further boosting its basic performance, and added functions to help
reduce cycle times. For servos, we released the “αi-D series servo”, with a full-scale renewal of the servo system, for a substantial
upgrade in energy saving, performance, reliability, and ease of use.
The FA Division posted consolidated sales totaling ¥180,384 million, down 27.9% compared with the previous fiscal year, and
FA Division sales accounted for 22.7% of consolidated net sales.
[ROBOT Division]
In the ROBOT Division, sales increased due to a backlog of orders from the previous period in both Europe and the Americas
for EV-related industries and general industries. In China, sales decreased due to a slight drop in demand for EV-related

industries, which had previously been strong, as well as weak demand for infrastructure-related industries and electronic
industries. In India, sales increased due to a strong demand for both automobile-related industries and general industries. In
Japan, sales increased due to a recovery trend seen in demand for automobile-related industries.
In terms of development, we launched sales of the “FANUC R-50iA robot controller”, the first in the world to attain third-party
certification under the IEC62443-4-1 and 4-2 international standards for security. Building on the safety recognized through thissecurity certification, this device features ZDT (Zero Downtime), a further extension of IoT products, and enables remote
maintenance through mobile phone tethering. With enhanced robot control performance, it not only doubles the on-path signal
output and tracking accuracy but also features internal vision enhanced to a resolution of five-million pixels, covering a broad
field of vision. In addition, it reduces power consumption through a new type of amplifier equipped with low-loss power element
and an energy-saving fan, as well as a new eco-mode function.
We developed new models of robot including the “FANUC Robot M-950iA/500” heavy payload robot, the “M-710iD” midsized robot, and a SCARA robot and collaborative robots for food and pharmaceutical manufacturing. The “M-950iA/500”,
which can handle up to 500kg, uses a single-arm serial link mechanism that achieves a dramatically wider range of movement
than two-arm parallel link types, as well as minimal interference when rotating, enabling the flexible installation of equipment
even when space is limited. In addition to transporting bulky work, it is ideal for moving batteries and other heavy components.
We also updated the “FANUC Robot M-710iC series” for the first time in 17 years, developing the “M-710iD/50M”, with apayload of 50kg, as a successor to the “M-710iC/45M”, and the “M-710iD/70”, with a payload of 70kg, as a successor to the“M-710iC/70”. In addition to boosting their moving performance, we upgraded their dustproof and splashproof capabilities andrigidity, making them ideal for a broad range of industrial applications such as feeding and transporting components for machine
tools, as well as logistics and other fields.
In addition, we developed “FANUC Robot CRX-series collaborative robots (CRX-5iA, CRX-20iA/L and CRX-30iA)” withfood-grade grease specifications and the SCARA robot “FANUC Robot SR-12iA/C” with a payload of 12kg and clean
environment specifications. These models are expected to provide an entry point for the introduction of robots in the food andpharmaceuticals manufacturing industries, which feature a large amount of dedicated equipment and manual operations.
New products and capabilities such as these will contribute to the automation of our customers’ production sites.
The ROBOT Division posted consolidated sales totaling ¥380,944 million, up 6.7% compared with the previous fiscal year.
ROBOT Division sales accounted for 47.9% of consolidated net sales.
[ROBOMACHINE Division]
In the ROBOMACHINE Division, sales of ROBODRILLs (compact machining centers) decreased due to continued weakness
in overseas markets, including China. Sales of ROBOSHOTs (electric injection molding machines) declined due to a drop in
demand from the IT-related markets. Sales of ROBOCUTs (wire electrical-discharge machines) decreased due to continued
weakness in overseas markets, including Europe and the Americas.
In terms of development, in ROBODRILL, we developed specifications of the “FANUC ROBODRILL α-DiB Plus series” with
500mm y-axis stroke width and 28-tool storage capacity, as well as high-speed rotating table compatible with turning
applications. These new developments expand the range of applications of ROBODRILL and improved its ease of use. ForROBOSHOT, we added specifications with clamp tonnage of 15 tons and 450 tons to the “FANUC ROBOSHOT α-SiB series” tocomplete the lineup. For ROBOCUT, we developed the “FANUC ROBOCUT α-C800iC” large-scale wire electrical-dischargemachine, enabling a broad range of processing applications such as large-scale high-precision molds and parts.
The ROBOMACHINE Division posted consolidated sales totaling ¥103,388 million, down 22.1% compared with the previous
fiscal year. ROBOMACHINE Division sales accounted for 13.0% of consolidated net sales.
[Service Division]
In the Service Division, with an emphasis on our policy of “Service First,” we strengthened the service system and improving
efficiency by actively introducing IT technology. We have built the structure that covers 100 countries or more with 270 or
more service locations around the world, and are carrying out prompt service activities to minimize downtime at customers’
factories.
The Service Division posted consolidated sales totaling ¥130,558 million, up 16.5% compared with the previous fiscal year.
Service Division sales accounted for 16.4% of consolidated net sales.

【Approaches to IoT and AI】
With regard to IoT, we enhanced our “FIELD system Basic Package”, a data platform that collects data from connected
production devices and organizes, arranges, and integrates the data in an easy-to-use format. We strengthened CNC and robot
data acquisition and backup functions and further increased their connectivity with our products. By linking multiple “FIELD
system Basic Packages” together, we also enabled advanced integration with FANUC devices. Our “FIELD system Basic
Package” safely and efficiently utilizing and analyzing data from manufacturing processes. This contributes to the optimizationof the manufacturing site and the entire factory in ways such as improving equipment operating efficiency, preserving
traceability data for manufactured products, and engaging in decarbonization. With regard to robots, our IoT technology of ZDTcan connect robots installed in multiple factories across different countries to prevent failures and detect abnormalities. This
enables users to conduct maintenance before any failure occurs, maintaining operation. At present, 35,000 robots around theworld are connected through ZDT, and the technology has already prevented no less than 2,000 cases of downtime. During the
fiscal year ended March 31, 2024, we focused on enhancing diagnosis and long-term log functions for spot welding and arc
welding processes. We also developed a new function where ZDT analyzes operating data and displays the order of priority for
maintenance on robots along the production line. This new function can be used to achieve greater efficiency in equipment
maintenance work, which suffers from labor shortages. Through ZDT, we contribute to boosting the efficiency of robotic
automated production lines.
With regard to AI, we are promoting the development of more practical AI functions for use in all products of FA, ROBOT, andROBOMACHINE. Each Research and Development Division is working to develop new AI functions, improve the functions
released so far, and broaden the applicable models. Our Next Generation Technology Laboratory is conducting research on basic
AI functions that will serve as a foundation for the future. The Laboratory is also working on the creation of a system thatguarantees the quality of AI functions, and is making improvements to the interpretability of results output by AI functions.
Through initiatives related to AI technology, such as these, we aim to differentiate our products from our competitors.
【Research and Development】
In an effort to contribute to automating and increasing efficiency in customers’ manufacturing, FANUC’s CNC Hardware
Research and Development Division, CNC Software Research and Development Division, SERVO Research and Development
Division, ROBOT Mechanical Research and Development Division, ROBOT Software Research and Development Division,
Robot Application Engineering Division, ROBODRILL Research and Development Division, ROBOSHOT Research andDevelopment Division, and ROBOCUT Research and Development Division developed various new competitive products andfunctions by focusing on enhancing functions and ease of use, rooted in high reliability, and successfully launched them in themarket.
FANUC’s Next Generation Technology Laboratory engaged in research and development of next-generation element
technologies applicable to FANUC products.
(2) Capital Investment
In terms of capital investment during the fiscal year under review, we proceeded with measures such as the renewal of FA androbot manufacturing equipment to enhance production capacity for the future. We also expanded our bases in Spain, Germany
and elsewhere as part of our efforts to strengthen the business in Europe. In addition, we made investments for future growth,
including other investments to strengthen our service structure. Total capital investment during the fiscal year under review was¥52,464 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
1) Possibility of ROBOCUT for Europe being subject to tests which were non-compliant with EMC HarmonizedStandard
In late March 2024, it came to our attention that ROBOCUT (wire electric discharge machine), which we manufacture andsell, might have been tested under conditions which do not comply with the harmonized standards of the EMC(Electromagnetic Compatibility) Directive (hereinafter referred to as the “subject of doubt” within this section).
FANUC has complied with laws and regulations in accordance with our basic principles of “Genmitsu (Strict Preciseness)
and Tomei (Transparency),” and feel that having given rise to this issue is most regrettable, and would like to apologize
deeply to our customers and all other stakeholders for causing much distress and inconvenience. We shall swiftly takenecessary measures to contend with the subject of doubt, and shall exhaustively investigate the facts and cause. In case anaction that infringes with the EMC Directive is found, we shall do everything in our power to prevent any recurrence andwin back trust.
2) Business environment and challenges
As FANUC products are production goods that are significantly affected by economic changes, we continue managementfrom a long-term perspective without being affected by short-term events.
Regarding the business environment surrounding the FANUC Group, with increased geopolitical risk and concerns overeconomic slowdown and others, it is anticipated that the situation will remain difficult and unpredictable for some time. On
the other hand, the demand for factory automation is expected to grow over the mid-to-long term.
Guided by the slogan “one FANUC,” the FANUC Group will take maximum advantage of our unique strength in uniting thethree businesses of FA, ROBOT, and ROBOMACHINE with SERVICE to jointly provide total solutions and take care ofcustomers throughout the world. In particular, we perceive collaboration between CNC machine tools and Robots, andbetween Robomachines and Robots, as one of our key themes, and will develop products accordingly.
In addition, the FANUC Group will adhere to its origins as a producer of production goods to be used at manufacturing sites,
and will be thorough in implementing our slogan “Reliable,” “Predictable,” “Easy to Repair” in product development, tominimize downtime in our customers’ factories and improve their operating rates. Moreover, we will develop products withan even greater focus on ease of use, in order to respond to the increase in demands for factory automation, as acquiring
skilled workers becomes more difficult.
Furthermore, we will practice our basic policy of “Service First” in providing high-level maintenance services pursuant to
FANUC’s global standard anywhere in the world, and “lifetime maintenance” for as long as our customers use our products.
In particular, we will continue to focus on “lifetime maintenance,” as it is one of the core strengths of the FANUC Group,
which is difficult for competitors to imitate.
Moreover, we will focus on the area of factory automation, in which we can exhibit the Company’s strengths, and proactively
invest in research and development with an aim to develop and launch highly competitive products to the market. In doing
this, we will improve our intellectual property.
The FANUC Group believes that IoT/AI are indispensable technologies for FANUC to continue developing and launching
highly competitive products to the market. By aggressively adopting these technologies in all areas of FA, ROBOT, andROBOMACHINE products, we will further promote customers’ production efficiency.
In addition, we aim for FANUC’s products to make a significant contribution to achieving the SDGs.
We will pursue basic measures to strengthen our corporate structure from a long-term perspective, such as reinforcing productcompetitiveness, strengthening sales and service activities, promoting automation and robotization in factories, reducing
costs and time, and enhancing work efficiency. In addition, as a supplier of production goods, we are establishing multiple
production sites and service centers in order to fulfill our responsibilities as a supplier and maintain service activities under
any circumstance. Furthermore, we are also fortifying our supply chain by increasing the number of parts suppliers andmaintaining appropriate inventory levels for parts.
In addition, we consider human resources as being most vital for achieving medium and long-term growth. From thisperspective, we will work on the key issues of creating better working environments for our employees and further improving
employee motivation. Furthermore, with an eye to the future, we will proactively invest in human capital so that we mayrecruit the necessary personnel and strengthen employee training. Through these initiatives, we will continue to enhance ourhuman capital.
With regard to management, in addition to the operating income ratio, ordinary income ratio, and ROE, market shares will
also be considered to be an important business indicator, and decisions will be made comprehensively with these in mind.
Furthermore, we will accurately identify its cost of capital, and shall target the average equity spread (difference between
ROE and cost of capital) for five years to become a plus figure.
The FANUC Group will continue to thoroughly practice our basic principles of “Strict Preciseness and Transparency,” andpromote such measures united as one group in all aspects, in order to gain more customer confidence and trust in the FANUC
Group while adapting to dramatic changes in the environment, in our efforts to become a company that will continue forever.
Thank you for your continued support and assistance to FANUC.
(Reference)
Climate Change Initiatives and Information Disclosure Based On TCFD
Since the adoption at COP21 (21st Conference of the Parties to the United Nations Framework Convention on Climate Change)of the Paris Agreement, movement towards a de-carbonized society is spreading. The FANUC Group with its business activities
expanding around the world promotes these initiatives as we recognize climate change as a critical business challenge.
In the meantime, the Company expressed its support for the Task-Force on Climate-related Financial Disclosures and its
recommendations (hereafter, TCFD recommendations) in December 2021.
Further, we would like to utilize the framework of TCFD recommendations, and continue enhancing the quality and amount of
disclosures to promote climate change initiatives still further, and contribute to achieving a sustainable society.
Governance
The Company recognizes climate change as a critical business challenge.
At the “Sustainability Committee” chaired by the Representative Director, President, we will deliberate and make decisions onimportant policies and measures related to climate change, and report to the Board of Directors.
Based on the reported content, the Board of Directors will supervise to check whether identification of risks and opportunities,
and measures related to climate change are promoted appropriately.
Strategy
The Company conducted a scenario analysis targeting mid-term (2030) and long-term (2050) with a 1.5°C scenario, 2°C
scenario, and 4°C scenario on the FA business, Robot business, and Robomachine business to identify the risks and opportunities
related to climate change, and to check how these will impact the FANUC Group businesses. Regarding the scenario analysis,
we referred to IEA NZE, IPCC RCP1.9, etc., for 1.5°C, IEA SDS, IPCC RCP2.6, etc., for 2°C, and IEA STEPS, IPCC RCP8.5,
etc., for 4°C. For each scenario, we identified the risks and opportunities related to climate change, and quantitatively andqualitatively examined and evaluated the impact on the business.
Among these, we identified the following risks that will have a significant impact on the businesses: “Increase in costs due tointroduction of carbon tax,” “Increase in costs due to the rise in raw material prices,” and “Decrease in demand for a part of
FANUC products due to the consumer behavior change and shift to EV/FCV.” We also identified the following opportunities:“Increase in demands for FANUC products due to energy-saving and robotization,” and “Increase in demands for FANUC
products due to the shift to EV/FCV.”Identified risks and opportunities• Introduction of carbon tax will increase costs.

Transition
risks• The rise in raw material prices will increase costs.

Physicalrisks• Increasing severity of natural disasters will damage• Consumer behavior change and shift to EV/FCV

will decrease demand for a part of FANUC
products.

production sites, etc. and as this negatively impacts
production, recovery costs will increase.

• Energy-saving/robotization will increase demands

for FANUC products.

Opportunities• The shift to EV/FCV will increase demand for

FANUC products.

• Demand for FANUC products capable of working

under harsh operating and transportation
environments will increase due to the influence ofrising average temperature.

Responses to identified risks and opportunities• Set up a mid- to long-term goal for reducing

greenhouse gas (GHG) emissions, and promoteenergy-saving and introduction of renewableenergy, etc. in business activities to reduce GHG
emissions.

• Promote the support of business continuity plan

(BCP) (Multiple production sites and suppliers, etc.)• Promote the development of products that contributeto customers’ energy saving / robotization, andwell-demanded products due to the shift to
EV/FCV.

• Promote the development of products that canmaintain high performance and high reliability
under harsh operating and transportation
environments.

In the 1.5°C and 2°C scenario, the world is expected to undergo major social changes as it transitions to de-carbonization. Thereis a possibility for costs to increase due to the introduction of carbon taxes and rise in raw material prices, but we believe that
we can expand the FA business, Robot business, and Robomachine business as energy-saving/robotization, and that the shift to
EV/FCV will expand. The 4°C scenario does not promote low carbonization, and increasing severity of natural disasters will be
expected due to climate change, such as increases in average temperature. This creates a potential increase in recovery costs as
production sites, etc., will be damaged, having a negative impact on production. For these reasons, we will continue to promote
the support of our business continuity plan (BCP), and deal with physical risks.
The findings of the scenario analysis on FA business, Robot business and Robomachine business rated these businesses as
highly resilient in all scenarios used for the analysis. We will further promote initiatives in order to meet the challenges ofidentified risks and realize these opportunities in the future.
The Company has set a mid-term goal (certified by the SBT Initiative) to reduce its Scope 1,2 emissions by 42% from FY 2020
level by 2030, and is promoting efforts to achieve this goal.
Toward this goal, we plan to install solar panels and renewable electricity, and expect to invest approximately 9 billion yen.
(Amounts are subject to uncertainties and assumptions and may differ from actual results.)
Risk Management
To address risks that may hinder the continuity of our business, the enhancement of our corporate value, or the sustainable
development of our corporate activities, the Company has established a Risk Management Committee and risk management
policies, and we are conducting appropriate risk management under the supervision of the Board of Directors. The risks ofclimate change will also be placed in the rules, and managed.
Metrics and Targets
The Company has set up a long-term target of reducing GHG emissions from the business activities of the FANUC Group(Scope 1, 2) to zero by FY2050. To achieve this long-term target, we have set a mid-term target of 42% reduction of the sameemissions by FY2030 (in comparison with FY2020). Regarding Scope 3, we aim for 12.3% reduction of emissions due to theuse of sold products by FY2030 (in comparison with FY2020).

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

FY 2020(52nd term)
551,287
128,744

FY 2021(53rd term)
733,008
213,395

FY 2022(54th term)
851,956
231,327(Millions of yen)
FY 2023(55th term)
795,274
181,755

94,012

155,273

170,587

133,159

98.02
1,625,191
1,435,554

161.901,783,964
1,549,879

178.55
1,873,536
1,627,555

140.23
1,926,037
1,719,200

On April 1, 2023, the Company performed a 5-for-1 stock split of common share. “Net income per share” was calculated
assuming that the stock split were performed at the beginning of FY2020.
2) The Company
Item
Net sales
Ordinary income
Net income
Net income per share (Yen)
Total assets
Net assets

FY 2020(52nd term)
415,939
87,88970,45173.46
1,236,223
1,116,242

FY 2021(53rd term)
578,260
159,216
122,064127.271,307,224
1,150,023

FY 2022(54th term)
635,002231,896
190,643
199.54
1,369,957
1,218,677(Millions of yen)
FY 2023(55th term)
474,794
129,018
103,284108.77
1,321,895
1,208,679

On April 1, 2023, the Company performed a 5-for-1 stock split of common share. “Net income per share” was calculated
assuming that the stock split were performed at the beginning of FY2020.
(6) Principal Businesses (As of March 31, 2024)
The principal businesses of the FANUC Group are the development, manufacture, sale, and maintenance service of the
products described in the following table:
Division
FA Division
ROBOT Division
ROBOMACHINE Division

Main products
CNC systems (CNC and servo motors), Lasers
Robots (including robot systems)
ROBODRILL (compact machining center), ROBOSHOT (electric injection molding
machine), ROBOCUT (wire electrical-discharge machine)

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

(7) Principal Sites (As of March 31, 2024)
Head office
Research and Development
Branches

Factories
Training

Oshino-mura, Minamitsuru-gun, Yamanashi Prefecture
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), Mibu Factory (Mibu-machi, Shimotsuga-gun, Tochigi
Prefecture), Tsukuba Factory (Chikusei City), Hayato Factory (Kirishima City)
FANUC ACADEMY (Oshino-mura, Minamitsuru-gun, Yamanashi Prefecture)(8) Employees (As of March 31, 2024)
Number of employees

The Company
The FANUC Group

4,689
9,970

(9) Principal Subsidiaries and Affiliated Companies (As of March 31, 2024)
1) Principal Subsidiaries
Percentage of equity
Company name
Capital stock
Principal businesses
participation (%)
Development, manufacture, sale and maintenance
US$ 157,300
services of robots and robot systems as well as sale
FANUC America
100
Corporation
thousandand maintenance services of CNC systems, lasers and
ROBODRILLFANUC Europe
Corporation

KOREA FANUCCORPORATIONTAIWAN FANUCCORPORATIONFANUC INDIA
PRIVATE LIMITED

100

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

95

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

100

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₹ 290 million

100

Sale and maintenance services of CNC systems,
lasers, robots, ROBODRILL, ROBOSHOT and
ROBOCUT, as well as manufacture, sale andmaintenance services of robot systems
Sale and maintenance services of ROBODRILL,ROBOSHOT and ROBOCUT€ 110,961
thousand₩ 32,364 million

NT$ 1,448 million

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

US$ 21,000
thousand51¥327 million

100

FANUC SERVO LTD¥450 million

1002) 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

Manufacture of parts of CNC systems, lasers, robots,
ROBODRILL, ROBOSHOT and ROBOCUT
Manufacture of servo motors

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, as well as
manufacture, sale and maintenance services of robot
systems2. Matters Concerning the Shares of the Company (As of March 31, 2024)(1) Total number of shares authorized to be issued by the Company:

2,000,000,000 shares(2) Total number of issued shares:

1,003,073,989 shares(3) Number of shareholders:

93,169(4) The ten largest shareholders:Name

Number of shares(In thousands)

Percentage of equity
participation(%)

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

221,786

23.5

Custody Bank of Japan, Ltd. (Trust Account)

95,725

10.1

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

26,2492.8

JPMorgan Chase Bank 380055

24,983

2.6

State Street Bank West Client - Treaty 505234

19,3162.0

The Bank of New York Mellon 140042

15,954

1.7

SSBTC Client Omnibus Account13,7291.5

JPMorgan Chase Bank 385781

13,247

1.4

HSBC Hong Kong - Treasury Services A/C Asian Equities
Derivatives

12,284

1.3

State Street Bank and Trust Company 505001

11,154

1.2

Note: The percentages of equity participation are calculated after subtracting the number of treasury shares(57,426 thousand shares) from the total number of issued shares.

(5)

Status of shares allotted to the Company’s directors as consideration for the execution of duties
during the fiscal year:
Classification

Directors (except for Directors who are Audit andSupervisory Committee Members and Outside Directors)

Number of shares

Number of recipients

20,690 shares

43. Directors of the Company(1) Names of Directors, etc. (As of March 31, 2024)
Position

Name

Responsibilities
or significant concurrent posts of other entities

Director, Chairman

Yoshiharu Inaba

Representative Director,
President and CEO

Kenji Yamaguchi

Director,
Senior Managing Officer and CFO

Ryuji Sasuga

General Manager, Corporate Finance & Facility Planning Division
Manager, Secretary Department

Director

Michael J. Cicco

President and CEO, FANUC America Corporation

Director

Naoko Yamazaki

Representative Director of Space Port Japan Association
President of Young Astronauts Club - Japan

Director

Hiroto Uozumi

President & CEO of Atomic Energy Association

Director

Yoko Takeda

Executive Officer and Research Fellow,
General Manager, Think Tank Unit,
Mitsubishi Research Institute, Inc.

Director (Standing Audit and Supervisory
Committee Member)

Toshiya Okada

Director (Audit and Supervisory Committee
Member)

Hidetoshi Yokoi

Professor Emeritus of the University of Tokyo

Director (Audit and Supervisory Committee
Member)Mieko Tomita

Representative of Nishi & Partners Attorneys and Counselors at Law

Director (Audit and Supervisory Committee
Member)Shigeo Igashima

Representative of Igashima C.P.A. Office
Representative of Igashima Shigeo Tax Accountant Office

Notes: 1. Directors Naoko Yamazaki, Hiroto Uozumi, Yoko Takeda, Hidetoshi Yokoi, Mieko Tomita and Shigeo Igashima are
Outside Directors.
2. Director Toshiya Okada is a Standing Audit and Supervisory Committee Member. The reason for selecting a Standing
Audit and Supervisory Committee Member is to enhance the effectiveness of audits through the strengthening of
information collection abilities, including attendance at important meetings.
3. Director (Audit and Supervisory Committee Member) Shigeo Igashima is a certified public accountant and tax accountant
and possesses commensurate knowledge regarding finances and accounting.
4. Other significant concurrent posts:
Director and Chairman Yoshiharu Inaba is also an Outside Director of TOPCON CORPORATION and Chairman ofJapan Machine Tool Builders’ Association.
Representative Director, President and CEO Kenji Yamaguchi is also Chairman of the Japan Robot Association.
Outside Director Naoko Yamazaki is also an Outside Director of OPTORUN Co., Ltd., and Outside Director of TOPCONCORPORATION.
Outside Director Yoko Takeda is also an Outside Director of Ricoh Company, Ltd.
Outside Director (Audit and Supervisory Committee Member) Mieko Tomita is also an Outside Director (Audit &Supervisory Committee Member) of Nisshin Seifun Group Inc., and Outside Director of TEKKEN CORPORATION.
Outside Director (Audit and Supervisory Committee Member) Shigeo Igashima is also an Outside Director (Audit &Supervisory Committee Member) of AXELL CORPORATION.
None of the companies in which the Outside Directors concurrently hold posts have special relations with the company.
5. The Company has named the six Outside Directors Naoko Yamazaki, Hiroto Uozumi, Yoko Takeda, Hidetoshi Yokoi,
Mieko Tomita and Shigeo Igashima as Independent Directors as defined by the Tokyo Stock Exchange and has duly
notified the Tokyo Stock Exchange.

(2) Outline of the Directors and Officers Liability Insurance Contract
The Company has concluded a directors and officers liability insurance contract provided for in Article 430-3, Paragraph
1 of the Companies Act with an insurance company. The insurance contract covers any damages, etc. that may arise due
to insured Directors, etc. assuming liability for the execution of their duties or receiving a claim for the pursuit of such liability.
The insured under the directors and officers liability insurance contract are the Directors, Managing Officers, Officers, Manager
of Finance & Accounting Department, and the Company. The insurance premiums are fully paid by the Company for all insured
parties.

(3) Remuneration, etc., payable to the Directors in the fiscal year under review
1) Matters concerning the policy for determination of Directors’ individual remuneration(a) Method for deciding the determination policy
The determination policy is decided by resolution of the Board of Directors.
(b) Outline of the content of the determination policy
The Company has established a policy for determining Directors’ (except for Directors who are Audit and Supervisory
Committee Members. Same applies for this paragraph) individual remuneration, the outline of which is as follows.
(resolved at the Company’s Board of Directors meeting on June 24, 2021)
Fixed remuneration is determined according to the position of each Director.
Performance-linked remuneration is linked, in principle, to net income attributable to owners of parent, in the same
way as for shareholder returns.
Regarding stock compensation, remuneration for restricted stock will be paid while comprehensively taking
into account various aspects such as contributions made by Directors.
Remuneration for Directors is composed of fixed remuneration, performance-linked remuneration and stockcompensation, and payment ratios are set after comprehensively considering position, duties, performance andother factors.
Remuneration for Outside Directors is only fixed remuneration.
(c) Reasons why the Board of Directors has decided that the content of individual remuneration, etc. for Directors forthe fiscal year under review be in line with the determination policy
The specific content of individual remuneration for Directors (except for Directors who are Audit and Supervisory
Committee Members) is decided by the Board of Directors in accordance with the above determination policy. In
addition, when making decisions at the Board of Directors meetings, the results of consultations with theNomination and Remuneration Committee are taken into account.
2) Matters concerning resolutions of the General Meeting of Shareholders regarding the remuneration, etc. of Directors
The upper limit for (i) fixed remuneration and (ii) performance-linked remuneration for Directors (except for Directors who
are Audit and Supervisory Committee members) was set at the total amount of followings by resolution of the 52nd Ordinary
General Meeting of Shareholders of June 24, 2021. In addition, (iii) stock compensation will be paid to Directors, excluding
Outside Directors, separately from (i) and (ii).
(i) Fixed remuneration: The ceiling annual amount of ¥800 million (including ceiling amount of ¥100 million for Outside
Directors)(ii) Performance-linked remuneration: The ceiling amount, which is set at 0.7% of net income attributable to owners ofparent for the fiscal year prior to the General Meeting of Shareholders at which they are appointed or reappointed(provided, however, it shall not exceed a three-year amount of fixed remuneration)(iii) Stock compensation: The annual ceiling amount for the total amount of monetary compensation claims paid asremuneration for restricted stock is ¥350 million. The upper limit of the total number of shares of restricted stock
to be allotted in each fiscal year is no more than 28,000
However, on or after the date of approval by the 52nd Ordinary General Meeting of Shareholders held on June 24, 2021,
this total number of shares of Restricted Stock may be adjusted within reasonable limits if a stock split (including an
allotment of the Company’s common stock without consideration) or a reverse stock split of the Company’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.
The number of Directors (except for Directors who are Audit and Supervisory Committee Members) at the conclusion ofthat Ordinary General Meeting of Shareholders was six, and, excluding Outside Directors, it was three.

The upper limit of the total annual remuneration, etc. for Directors who are Audit and Supervisory Committee Members
was set at ¥200 million by resolution of the 52nd Ordinary General Meeting of Shareholders of June 24, 2021.
The number of Directors who are Audit and Supervisory Committee Members at the conclusion of that Ordinary General
Meeting of Shareholders was five.

3) Total amounts, etc. of Directors’ remuneration, etc.

Category

Total amount of
remuneration, etc.
(million yen)

Total amount by remuneration type(million yen)
PerformanceNonlinked
monetary
Fixed
remuneration, remuneration,
remuneration
etc.
etc.

Number of
eligible officers

Directors (except for Directors
who are Audit and Supervisory
Committee Members)(of which, Outside Directors)

1,189
(54)

445
(54)

645
(—)

99
(—)

8
(4)

Directors who are Audit andSupervisory Board Members(of which, Outside Directors)

122
(54)

122
(54)

—

—

7
(4)

Notes: 1. Directors (except for Directors who are Audit and Supervisory Committee Members) are paid bonuses as
performance-linked remuneration.
The performance indicator selected as the basis for calculation of amounts of performance-linked
remuneration is net income attributable to owners of parent. This performance indicator was chosen sothat Directors (except for Directors who are Audit and Supervisory Committee Members) could sharewith shareholders the benefits of upturns in performance and the risks of downturns in performance. Position,
duties and other factors are comprehensively considered in the calculation of the amounts of performancelinked remuneration.
Trends in net income, including for the fiscal year under review, are as shown in “1. (5) Assets and Profits.”
2. Stock compensation is allotted to Directors (except for Directors who are Audit and Supervisory
Committee Members) as non-monetary remuneration, etc.
The details about stock compensation and the status of allotment are as described in “1) Mattersconcerning the policy for determination of Directors’ individual remuneration,” “2) Matters concerning
resolutions of the General Meeting of Shareholders regarding the remuneration, etc. of Directors,” and “2.
Matters Concerning the Shares of the Company.

(4) Matters concerning Outside Directors
Major activities
Name
Naoko Yamazaki

Hiroto Uozumi

Yoko Takeda

Hidetoshi Yokoi

Mieko Tomita

Shigeo Igashima

Major activities
She attended all of 12 meetings of the Board of Directors. She possesses wide experience andknowledge obtained as an engineer and astronaut, and the Company expects her to serve a
supervisory function from those perspectives. She fulfilled an appropriate role as an
Outside Director of the Company, including supervising and providing advice about theexecution of the Company’s business, such as speaking out whenever necessary from those
perspectives in meetings of the Board of Directors. She also attended the Nomination
and Remuneration Committee as Chair and expressed her opinions whenever necessary.
He attended all of 12 meetings of the Board of Directors. He possesses wide experience andknowledge obtained as a long-serving corporate executive, and the Company expects him toserve a supervisory function from those perspectives. He fulfilled an appropriate role asan Outside Director of the Company, including supervising and providing advice about theexecution of the Company’s business, such as speaking out whenever necessary from those
perspectives in meetings of the Board of Directors. He also attended the Nomination andRemuneration Committee as a Committee Member and expressed his opinions whenevernecessary.
She attended all 10 meetings of the Board of Directors after her appointment as Outside
Director on June 29, 2023. She possesses wide experience and knowledge of finance andeconomics, and the Company expects her to serve a supervisory function from those
perspectives. She fulfilled an appropriate role as an Outside Director of the Company,
including supervising and providing advice about the execution of the Company’s business,such as speaking out whenever necessary from those perspectives in meetings of the Boardof Directors. She also attended the Nomination and Remuneration Committee as a Committee
Member and expressed her opinions whenever necessary.
He attended all 12 meetings of the Board of Directors and all 13 meetings of the Audit
and Supervisory Committee. He possesses wide experience and knowledge obtained as auniversity professor, and the Company expects him to serve a supervisory function from those
perspectives. He fulfilled an appropriate role as an Outside Director of the Company,
including supervising and providing advice about the execution of the Company’sbusiness, such as speaking out whenever necessary from those perspectives in meetings ofthe Board of Directors.
She attended all 12 meetings of the Board of Directors and all 13 meetings of the Audit
and Supervisory Committee. She possesses wide experience and knowledge obtained as alawyer, and the Company expects her to serve a supervisory function from those perspectives.
She fulfilled an appropriate role as an Outside Director of the Company, including
supervising and providing advice about the execution of the Company’s business, such as
speaking out whenever necessary from those perspectives in meetings of the Board of
Directors. She also attended the Nomination and Remuneration Committee as a Committee
Member and expressed her opinions whenever necessary.
He attended all 10 meetings of the Board of Directors and all 11 meetings of the Audit andSupervisory Committee after his appointment as Outside Director on June 29, 2023. He
possesses wide experience and knowledge as a certified public accountant and tax accountant,and the Company expects him to serve a supervisory function from those perspectives. He
fulfilled an appropriate role as an Outside Director of the Company, including supervisingand providing advice about the execution of the Company’s business, such as speaking out
whenever necessary from those perspectives in meetings of the Board of Directors.

Note: During the current fiscal year, it was discovered that the ROBOCUT (wire electric discharge machine) products that
the Company manufactures and sells might have been tested under conditions that do not comply with theharmonized standards of the EMC (Electromagnetic Compatibility) Directive. All six Outside Directors were notaware of the issue until it came to light, but regularly called the attention of participants at meetings of the Board of
Directors and other forums to the importance of compliance. After the issue came to light, they have provided
recommendations, etc. at meetings of the Board of Directors and other forums regarding investigations to thoroughly
uncover all aspects of the issue.

Consolidated Balance Sheet(As of March 31, 2024)
Titles of Account(Total Assets)
Current assets
Cash and bank deposits
Notes receivable, trade
Accounts receivable, tradeMarketable securities
Finished goods
Work in process
Raw materials and supplies
Other
Allowance for doubtful accounts
Noncurrent assets
Property, plant and equipment, atcost
Buildings
Machinery and equipment
Land
Construction in progress
Other
Intangible assets
Investments and other assets
Investment securities
Deferred income taxes
Net defined benefit asset
OthersAllowance for doubtful accounts
Total

AmountTitles of Account
1,926,037(Liabilities)
1,076,265 Current liabilities
522,979
Notes and accounts payable, trade
18,990Accrued income taxes
136,931Warranty reserves
16,100
Other current liabilities
147,545 Long-term liabilities
91,929Net defined benefit liability
123,072
Other long-term liabilities
20,206(1,487)(Net assets)
Shareholders’ equity
849,772
Common stock
607,755
Capital surplus
Retained earnings
326,373
Treasury stock, at cost
49,653 Accumulated other comprehensive
163,593 income
49,285
Valuation difference on
18,851
available-for-sale securities
9,823
Foreign currency translation adjustment
232,194
Remeasurements of defined benefit
184,434
plans
44,825 Non-controlling interests
1,785
1,254
(104)
1,926,037
Total(Millions of yen)Amount206,837
156,890
42,9385,490
10,021
98,44149,94742,4377,510
1,719,200
1,561,834
69,014
95,995
1,540,398(143,573)
143,722
21,740127,754(5,772)
13,644

1,926,037

Consolidated Statement of Income(April 1, 2023 through March 31, 2024)(Millions of yen)
Titles of AccountNet sales
Cost of goods sold
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest and dividends income
Miscellaneous income
Non-operating expenses
Miscellaneous expenses
Ordinary income
Income before income taxes
Total taxes and others
Income taxes – current
Income taxes for prior periods
Income taxes – deferred
Net income
Net income attributable to non-controlling interests
Net income attributable to owners of parent

Amount795,274
519,430
275,844
133,925
141,919
43,263
6,822
36,441
3,427
3,427
181,755
181,755
46,26848,413
3,212(5,357)
135,487
2,328
133,159

Non-Consolidated Balance Sheet(As of March 31, 2024)
Titles of AccountAmount(Total Assets)
Current assets
Cash and bank deposits
Notes receivable, trade
Accounts receivable, tradeMarketable securities
Finished goods
Work in progress
Raw materials and supplies
Other
Allowance for doubtful accounts

1,321,895
648,378
348,316
12,27846,68015,00022,102
76,553
118,890
8,839
(280)

Noncurrent assets
Property, plant and equipment, atcost
Buildings
Machinery and equipment
Land
Construction in progress
Other
Intangible assets
Investments and other assets
Investment securities
Stocks of subsidiaries and affiliates
Deferred income taxes
OthersAllowance for doubtful accounts

673,517
480,704
251,92242,926
136,638
29,776
19,442
5,836
186,977
43,789110,019
32,480
692
(3)

Total

Titles of Account(Liabilities)
Current liabilities
Accounts payable
Accrued expenses
Accrued charge
Accrued income taxes
Warranty reserves
Other current liabilities
Long-term liabilities
Allowance for employees’ retirement benefits
Other long-term liabilities(Net assets)
Shareholders’ equity
Common stock
Capital surplus
Legal capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for research and development
Reserve for reduction entry
General reserve
Retained earnings brought forward
Treasury stock, at cost
Valuation and translation adjustment
Net unrealized holding gain on othersecurities

1,321,895

Total

Non-Consolidated Statement of Income(April 1, 2023 through March 31, 2024)
Titles of AccountNet sales
Cost of goods sold
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest and dividends income
Miscellaneous income
Non-operating expenses
Miscellaneous expenses
Ordinary income
Income before income taxes
Total taxes and others
Income taxes – current
Income taxes for prior periods
Income taxes – deferred
Net income(Millions of yen)Amount474,794354,177
120,61755,94764,67066,25160,173
6,078
1,903
1,903
129,018
129,018
25,734
22,123
3,212
399
103,284(Millions of yen)Amount113,216
71,37931,702
13,652
17,274
368
4,808
3,575
41,837
39,771
2,066
1,208,679
1,187,377
69,014
96,057
96,057
1,165,879
8,252
1,157,627
311,80030
303,580542,217(143,573)
21,302
21,302
1,321,895

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

May 23, 2024

OpinionPursuant to Article 444, Paragraph 4 of the Companies Act of Japan, we have audited the accompanying consolidated
financial statements, which comprise the consolidated balance sheet, the consolidated statement of income, theconsolidated statement of changes in net assets and the notes to the consolidated financial statements of FANUCCORPORATION (the “Company”) for the fiscal year from April 1, 2023 through March 31, 2024.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, thefinancial position and results of operations of the corporate group, which consists of the Company and its consolidated
subsidiaries, for the period covered by the consolidated financial statements in conformity with accounting principles
generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility under
the auditing standards is stated in “Auditor’s Responsibility for the Audit of the Consolidated Financial Statements.”
We are independent of the Company and its consolidated subsidiaries in accordance with the provisions related toprofessional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor. We believe that we haveobtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.
Other Content
Other content is the business report and its supplementary schedules. Management is responsible for the creationand disclosure of this content. In addition, the Audit and Supervisory Committee is responsible for monitoring theexecution of Directors’ duties related to designing and operating of the reporting process for other content.
Other content is not included in the content subject to our audit opinion on consolidated financial statements, andwe do not express an opinion on other content.
Our responsibility in auditing the consolidated financial statements is to read through the other content, and in theprocess of reading, consider whether there are any significant differences between the other content and theconsolidated financial statements or our knowledge gained through the process of auditing. In addition to noticing
significant differences, is also our responsibility to pay attention to whether there are any signs of significant errors in
the other content.
If we judge there to be a significant error in the other content based on the work we conducted, we are required toreport it.
There are no matters to be reported concerning the other content.
Responsibilities of Management and the Audit and Supervisory Committee for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for designing and operating such internal
control as management determines is necessary to enable the preparation and fair presentation of the consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it is appropriate
to prepare the consolidated financial statements in accordance with the premise of a going concern, and for disclosing
matters relating to going concern when it is required to do so in accordance with accounting principles generally
accepted in Japan.
The Audit and Supervisory Committee is responsible for monitoring the execution of Directors’ duties related
to designing and operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to express an opinion on the consolidated
financial statements from an independent standpoint in an audit report, based on our audit. Misstatements can occur
as a result of fraud or error, and are deemed material if they can be reasonably expected to, either individually orcollectively, influence the decisions of users taken on the basis of the consolidated financial statements.

We make professional judgment in the audit process in accordance with auditing standards generally accepted inJapan, and perform the following while maintaining professional skepticism.
• Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement audit
procedures to address the risks of material misstatement. The audit procedures shall be selected and applied asdetermined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained to provide a basis
for the audit opinion.
• In making those risk assessments, the auditor considers internal control relevant to the entity’s audit in order todesign audit procedures that are appropriate in the circumstances, although the purpose of the audit of theconsolidated financial statements is not to express an opinion on the effectiveness of the entity’s internal control.
• Assess the appropriateness of accounting policies adopted by management and the method of their application, as
well as the reasonableness of accounting estimates made by management and the adequacy of related notes.
• Determine whether it is appropriate for management to prepare the consolidated financial statements on the premiseof a going concern and, based on the audit evidence obtained, determine whether there is a significant uncertainty
in regard to events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern.
If there is a significant uncertainty concerning the premise of a going concern, the auditor is required to call attention
to the notes to the consolidated financial statements in the audit report, or if the notes to the consolidated financial
statements pertaining to the significant uncertainty are inappropriate, issue a modified opinion on the consolidated
financial statements. While the conclusions of the auditor are based on the audit evidence obtained up to the date of
the audit report, depending on future events or conditions, an entity may be unable to continue as a going concern.
• Besides assessing whether the presentation of and notes to the consolidated financial statements are in accordancewith accounting principles generally accepted in Japan, assess the presentation, structure, and content of theconsolidated financial statements including related notes, and whether the consolidated financial statements fairly
present the transactions and accounting events on which they are based.
• Obtain sufficient and appropriate audit evidence regarding the financial information of the Company and its
consolidated subsidiaries in order to express an opinion on the consolidated financial statements. The auditor is
responsible for instructing, supervising, and implementing the audit of the consolidated financial statements, and issolely responsible for the audit opinion.
The auditor reports to the Audit and Supervisory Committee regarding the scope and timing of implementationof the planned audit, material audit findings including material weaknesses in internal control identified in the courseof the audit, and other matters required under the auditing standards.
The auditor reports to the Audit and Supervisory Committee regarding the observance of provisions related toprofessional ethics in Japan as well as matters that are reasonably considered to have an impact on the auditor’s
independence and any measures in place to eliminate obstacles or safeguards applied to reduce them to an acceptablelevel.
Interest
Our firm and engagement partners have no interests in the Company or its consolidated subsidiaries requiring
disclosure under the provisions of the Certified Public Accountants Act of Japan.
Ernst & Young ShinNihon LLC
Tokyo officeJunichiro Tsuruta
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Masakuni Noguchi
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

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

May 23, 2024

OpinionPursuant to Article 436, Paragraph 2, Item 1 of the Companies Act of Japan, we have audited the accompanying
financial statements, which comprise the balance sheet, the statement of income, the statement of changes in net assets
and the related notes, and the accompanying supplementary schedules of FANUC CORPORATION (the “Company”)
for the 55th fiscal year from April 1, 2023 through March 31, 2024.
In our opinion, the financial statements and the accompanying supplementary schedules referred to above present
fairly, in all material respects, the financial position of the Company as of March 31, 2024, and the results of its
operations for the year then ended in conformity with accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility under
the auditing standards is stated in “Auditor’s Responsibility for the Audit of the Financial Statements and the
Accompanying Supplementary Schedules.” We are independent of the Company in accordance with the provisions
related to professional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor. We believe that wehave obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.
Other Content
Other content is the business report and its supplementary schedules. Management is responsible for the creationand disclosure of this content. In addition, the Audit and Supervisory Committee is responsible for monitoring theexecution of Directors’ duties related to designing and operating of the reporting process for other content.
Other content is not included in the content subject to our audit opinion on consolidated financial statements, andwe do not express an opinion on other content.
Our responsibility in auditing the consolidated financial statements is to read through the other content, and in theprocess of reading, consider whether there are any significant differences between the other content and theconsolidated financial statements or our knowledge gained through the process of auditing. In addition to noticing
significant differences, is also our responsibility to pay attention to whether there are any signs of significant errors in
the other content.
If we judge there to be a significant error in the other content based on the work we conducted, we are required toreport it.
There are no matters to be reported concerning the other content.
Responsibilities of Management and the Audit and Supervisory Committee for the Financial Statements and the
Accompanying Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and theaccompanying supplementary schedules in accordance with accounting principles generally accepted in Japan, and fordesigning and operating such internal control as management determines is necessary to enable the preparation andfair presentation of the financial statements and the accompanying supplementary schedules that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements and the accompanying supplementary schedules, management is
responsible for assessing whether it is appropriate to prepare the financial statements and the accompanying
supplementary schedules in accordance with the premise of a going concern, and for disclosing matters relating togoing concern when it is required to do so in accordance with accounting principles generally accepted in Japan.
The Audit and Supervisory Committee is responsible for monitoring the execution of Directors’ duties related
to designing and operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements and the Accompanying Supplementary
Schedules
Our responsibility is to obtain reasonable assurance about whether the financial statements and the accompanying
supplementary schedules as a whole are free from material misstatement, whether due to fraud or error, and to express
an opinion on the financial statements and the accompanying supplementary schedules from an independentstandpoint in an audit report, based on our audit. Misstatements can occur as a result of fraud or error, and are deemedmaterial if they can be reasonably expected to, either individually or collectively, influence the decisions of users takenon the basis of the financial statements and the accompanying supplementary schedules.
We make professional judgment in the audit process in accordance with auditing standards generally accepted inJapan, and perform the following while maintaining professional skepticism.
• Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement audit
procedures to address the risks of material misstatement. The audit procedures shall be selected and applied asdetermined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained to provide a basis
for the audit opinion.
• In making those risk assessments, the auditor considers internal control relevant to the entity’s audit in order todesign audit procedures that are appropriate in the circumstances, although the purpose of the audit of the financial
statements and the accompanying supplementary schedules is not to express an opinion on the effectiveness of theentity’s internal control.
• Assess the appropriateness of accounting policies adopted by management and the method of their application,
as well as the reasonableness of accounting estimates made by management and the adequacy of related notes.
• Determine whether it is appropriate for management to prepare the financial statements and the accompanying
supplementary schedules on the premise of a going concern and, based on the audit evidence obtained, determine
whether there is a significant uncertainty in regard to events or conditions that may cast significant doubt on theentity’s ability to continue as a going concern. If there is a significant uncertainty concerning the premise of a going
concern, the auditor is required to call attention to the notes to the financial statements and the accompanying
supplementary schedules in the audit report, or if the notes to the financial statements and the accompanying
supplementary schedules pertaining to the significant uncertainty are inappropriate, issue a modified opinion on thefinancial statements and the accompanying supplementary schedules. While the conclusions of the auditor are basedon the audit evidence obtained up to the date of the audit report, depending on future events or conditions, anentity may be unable to continue as a going concern.
• Besides assessing whether the presentation of and notes to the financial statements and the accompanying
supplementary schedules are in accordance with accounting principles generally accepted in Japan, assess thepresentation, structure, and content of the financial statements and the accompanying supplementary schedules
including related notes, and whether the financial statements and the accompanying supplementary schedules fairly
present the transactions and accounting events on which they are based.
The auditor reports to Audit and Supervisory Committee regarding the scope and timing of implementation of
the planned audit, material audit findings including material weaknesses in internal control identified in the courseof the audit, and other matters required under the auditing standards.
The auditor reports to the Audit and Supervisory Committee regarding the observance of provisions related toprofessional ethics in Japan as well as matters that are reasonably considered to have an impact on the auditor’s
independence and any measures in place to eliminate obstacles or safeguards applied to reduce them to an acceptablelevel.
Interest
Our firm and engagement partners have no interests in the Company requiring disclosure under the provisions of
the Certified Public Accountants Act of Japan.
Ernst & Young ShinNihon LLC
Tokyo officeJunichiro Tsuruta
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Masakuni Noguchi
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

Audit Report of the Audit and Supervisory Committee (Translation)
AUDIT REPORT
We, the Audit and Supervisory Committee, audited the performance by the Directors of their duties during the 55th
fiscal year from April 1, 2023 to March 31, 2024. We hereby report the method and results as follows:
1. Method of Audit and the Particulars thereof:
The Audit and Supervisory Committee established an audit policy, received regular reports from the Directors andemployees, etc., sought explanations as necessary, expressed opinions on the details of the resolutions of the Board of Directors
regarding matters listed in Article 399-13, Paragraph 1, Item 1 (b) and (c) of the Companies Act and on the development andoperation of the systems developed pursuant to those resolutions (internal control systems), and conducted audits inaccordance with the following methods.
(i) In accordance with the audit and supervisory standards set forth by the Audit and Supervisory Committee, theaudit policy, audit plans, etc. and in cooperation with the Company’s Internal Audit Department and other divisions
in charge of internal control while utilizing means via telephone lines and the Internet, each Audit and Supervisory
Committee Member attended important meetings, received from the Directors and employees, etc. reports on thestate of performance of their duties, sought explanations as necessary, inspected important decision documents,
etc., and made investigation into the state of the Company’s activities and property. With regard to its subsidiaries,
we maintained constant communication, and exchanged information with the directors, company auditors, etc. thereof,
requested the subsidiaries to render reports on their business operations, and made investigation into the stateof the activities and property of subsidiaries as necessary.
(ii) 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 their duties,
and requested explanations as necessary. In addition, we received from the Accounting Auditors a notice that the“systems to secure 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), and requested explanations as necessary. Moreover, we discussed the main
matters to be considered in audits with the Accounting Auditors, received reports on the implementation statusof such audits, and sought 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, the non-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, theconsolidated statement of income, the consolidated statement of changes in shareholders’ equity, etc. and the notes toconsolidated financial statements), for the fiscal year under review.
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, contains nothing to be pointed out.
As noted in the Business Report, it has come to our attention that the Company’s ROBOCUT products may have beentested under conditions which do not comply with the harmonized standards of the Europe’s EMC Directive. The Audit andSupervisory Committee has confirmed that, at present, the Company is engaged in thoroughly investigating all aspects of theissue, revealing the causes, and formulating measures to prevent recurrence. We will continue to monitor these efforts andtheir progress.
(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 24, 2024

Audit and Supervisory Committee
FANUC CORPORATION
Toshiya Okada(Seal)
Standing Audit and Supervisory Committee Member
Hidetoshi Yokoi(Seal)
Audit and Supervisory Committee Member
Mieko Tomita(Seal)
Audit and Supervisory Committee Member
Shigeo Igashima(Seal)
Audit and Supervisory Committee Member(Note) Audit and Supervisory Committee Members Hidetoshi Yokoi, Mieko Tomita and Shigeo Igashima are Outside
Directors as stipulated in Article 2, Item 15 and Article 331, Paragraph 6 of the Companies Act.