(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 noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Securities code: 6954)
June 8, 2022

To Our Shareholders

Kenji Yamaguchi
Representative Director
President

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

Notice of Convocation of
The 53rd Ordinary General Meeting of Shareholders
Dear Shareholders,
We are pleased to announce that the 53rd Ordinary General Meeting of Shareholders of FANUC CORPORATION will
be held as described below.
We strongly request that you exercise your voting rights by the Voting Rights Exercise Form or via the Internet inadvance if possible, and refrain from attending the meeting in person, regardless of your health condition.
Please review the Reference Materials for the Ordinary General Meeting of Shareholders and exercise yourvoting rights by 5:00 p.m. (Japan time), Tuesday, June 28, 2022.
[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:Wednesday, June 29, 2022, 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 53rd fiscal year
(from April 1, 2021 to March 31, 2022).

Matters to be resolved:
Item 1: Dividends of Surplus
Item 2: Amendments to Parts of the Articles of Incorporation
Item 3: Election of Six (6) Directors (except for Directors Who Are Audit and Supervisory Committee Members)
Item 4: Election of One (1) Director Who Is a Substitute Audit and Supervisory Committee Member

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.
* Part of the Attachments to the Notice of Convocation of the General Meeting of Shareholders to be provided to you shall bedeemed to be delivered to you by posting them on our Internet website (https://www.fanuc.co.jp).
* In the event of any revision of the Attachments to the Notice of Convocation of the General Meeting of Shareholders and theReference Materials for the Ordinary General Meeting of Shareholders, it will be posted on our Internet website(https://www.fanuc.co.jp).
1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)1.

Dividends
We have set a consolidated dividend payout ratio of 60% as our basic policy.

2.

Share buybacks
We will buy back our own shares in a flexible manner depending on the level of our stock price, taking into account thebalance with our investment in growth.

3.

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

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 2021, at 60%.
The dividend for the full fiscal year will be ¥485.70 per share, in total with the dividend for the first half of the fiscal year that has
been paid in December, 2021 (¥246.02 per share), resulting in ¥239.68 per share for the second half.

(1) Type of dividend asset
Cash(2) Allocation of dividend assets to shareholders and total amount of allocation¥239.68 per share of common stock (dividend payout ratio (Consolidated): 60.0%)
Total amount of payout: ¥45,975,303,033(3) Effective date of dividend payment
June 30, 2022

2

Item 2 Amendments to Parts of the Articles of Incorporation
We propose amendments to parts of the Articles of Incorporation as follows:(1) Reason for Amendments
The Company proposes the following amendments to the Articles of Incorporation in preparation for the introduction of asystem for providing materials for the general meeting of shareholders in electronic format pursuant to the September 1,
2022 enforcement of the amended provisions set forth in the proviso to the Supplementary Provisions, Article 1 of the Act
Partially Amending the Companies Act (Act No. 70, 2019).

[1] Delete provisions concerning Internet Disclosures and Deemed Provision of Reference Documents for General Meetingsof Shareholders set forth in Article 16 of the existing Articles of Incorporation, as these will be unnecessary under a systemfor providing materials in electronic format[2] Under Article 16, Paragraph 1 of the amended Articles of Incorporation, prescribe that the Company takes the electronic
provision measure for information included in the Reference Documents for the General Meeting of Shareholders, etc.

[3] Under Article 16, Paragraph 2 of the amended Articles of Incorporation, establish provisions to limit the scope of mattersto be included in materials in a paper-based format to be provided to shareholders who request the delivery thereof[4] Establish supplementary provisions concerning matters such as the effective date of the amendments described above(2) Amendment Details
Amendment details are as follows:(Amended sections underlined.)
Proposed Amendments

Current Text
Article 16 (Internet Disclosure of Reference Materials for
General Meetings of Shareholders and Deemed Provision)(Deleted)

The Company may use the Internet to disclose information onmatters to be included or disclosed in reference materials for
the General Meetings of Shareholders, business reports, andfinancial documents, and consolidated financial documents incompliance with ordinances of the Ministry of Justice andmay deem such information to have been provided toshareholders.

(Newly established)

Article 16 (Provision of Documents for General Meeting of
Shareholders in Electronic Format, etc.)(1) When convening the General Meeting of Shareholders,the Company shall take the electronic provision measure for
information included in the Reference Documents for the
General Meeting of Shareholders, etc.
(2) Among matters for which the electronic provision
measure will be taken, the Company is permitted not to
contain all or part of the matters prescribed by the Ministry ofJustice Order in the document that will be issued toshareholders who have requested the issuance of the said
document by the record date for voting rights.

3

Current Text

Proposed Amendments

Supplementary Provisions

Supplementary Provisions(Newly established)

Article 2 (Transitional measures regarding provision of
documents for General Meeting of Shareholders inelectronic format)(1) The amendment of Article 16 in the Articles ofIncorporation shall come into effect from September 1, 2022
which is the date of enforcement provided for in the proviso
to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70, 2019)(the “Effective Date”).
(2) Notwithstanding the provision of the preceding
paragraph, Article 16 of the Articles of Incorporation(Internet Disclosures and Deemed Provision of Reference
Documents for General Meetings of Shareholders) shallremain effective regarding any General Meeting of
Shareholders to be held on a date within six months from the
Effective Date.
(3) This Article shall be deleted on the date when six months
have passed from the Effective Date, or three months havepassed from the date of the General Meeting of Shareholders
described in the preceding paragraph, whichever is later.

4

Item 3 Election of Six (6) Directors (except for Directors Who Are Audit and Supervisory Committee Members)
The term of office of the six (6) Directors (except for Directors who are Audit and Supervisory Committee Members) will
expire at the conclusion of the meeting. Therefore, we propose to elect six (6) Directors (except for Directors who are Audit
and Supervisory Committee Members).
The six (6) candidates for Directors (except for Directors who are Audit and Supervisory Committee Members) are as follows:

Candidates’
numberName

1

Yoshiharu Inaba

Renominated2

Kenji Yamaguchi

Renominated3

Michael J. Cicco

Renominated4

Kazuo Tsukuda

Renominated5

Naoko Yamazaki

Renominated6

Hiroto Uozumi

Newly nominatedPosition and responsibilities at the Company

Attendanceat the Boardof Directors
meetings

Representative Director, Chairman

100%(12 of 12)

Representative Director,
President and CEO
Director of the Company
President and CEO, FANUC America
Corporation
Outside Director
Independent Director

Outside Director
Independent Director

Outside Director
Independent Director

5100%(12 of 12)100%(12 of 12)

Director100%(12 of 12)

Director100%(12 of 12)--

Candidates’
numberName(Date of birth)

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

1

May 2001
June 2003
June 2016
Yoshiharu Inaba(July 23, 1948)

April 2019

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

Number of sharesof the Company
held by candidate
9,464 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 (Representative Director) since 2016. In order tobenefit from his experiences and deep insights in management decisionmaking and supervision of the Company, his reappointment as Director is
proposed.
April 1993
June 2008
February 20122

October 2013
June 2016
April 2019

Joined 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)

Kenji Yamaguchi(August 6, 1968)
Renominated(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.

6

3,780 shares

Candidates’
numberName(Date of birth)

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

3

June 2017
June 2020

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)

Michael J. Cicco(October 16, 1976)
Renominated(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. As it
would be beneficial to employ his experiences and deep insights inmanagement decision-making and supervision of the Company, hisreappointment as Director is proposed.

7

Number of sharesof the Company
held by candidate
170 shares

Candidates’
numberName(Date of birth)

Personal history, position and responsibilities
April 1968
June 1999

4

Kazuo Tsukuda(September 1, 1943)
Outside Director
Independent Director
RenominatedJoined Mitsubishi Heavy Industries, Ltd.
Appointed Director (Member of the Board) of Mitsubishi
Heavy Industries, Ltd.
April 2002
Appointed Managing Director (Member of the Board) of
Mitsubishi Heavy Industries, Ltd.
June 2003
Appointed President (Member of the Board) of Mitsubishi
Heavy Industries, Ltd.
Appointed Chairman (Member of the Board) of Mitsubishi
April 2008
Heavy Industries, Ltd.
April 2013
Appointed Senior Executive Advisor (Member of the Board) of
Mitsubishi Heavy Industries, Ltd.
Appointed Senior Corporate Advisor of Mitsubishi Heavy
June 2013
Industries, Ltd.
June 2015
Appointed Director of the Company (to the present)
Appointed Executive Corporate Advisor of Mitsubishi Heavy
June 2019
Industries, Ltd.
Appointed Honorary Advisor of Mitsubishi Heavy Industries,
June 2021
Ltd. (to the present)(Significant concurrent posts of other entities)
Honorary Advisor of Mitsubishi Heavy Industries, Ltd.
Outside Director of Mitsubishi Research Institute, Inc.
Outside Director (Audit and Supervisory Committee Member) of
Yamaguchi Financial Group, Inc.
Outside Director, Internet Initiative Japan Inc.
(Attendance at the Board of Directors meetings held during this period)
100% (12 of 12)(Reason for nomination as candidate and expected role)
Kazuo Tsukuda has an outstanding knowledge of manufacturing andextensive experience in corporate management. He also has a deep
understanding of the Company’s business. 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 tocontribute to the Company’s Board of Directors from an independent
position.
Although the Company has business transactions with Mitsubishi Heavy
Industries, Ltd., at which Kazuo Tsukuda currently serves as Honorary
Advisor and served as Chairman and President in the past, the transaction
value accounts for less than 0.5% of consolidated net sales of both of thecompany and the Company. Therefore, there is no risk of his independence
being affected by that position.
We propose the reappointment of Kazuo Tsukuda, who has continued tocontribute to the Company’s Board of Directors from an independent position
as Outside Director.
In addition, the Company has appointed Outside Director Kazuo Tsukuda asan 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 seven(7) years at the conclusion of the coming shareholder meeting.

8

Number of sharesof the Company
held by candidate
0 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 (tothe present)(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 experienceand 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 to contribute to theCompany’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 andhas duly notified the Tokyo Stock Exchange.
Her term of office as Outside Director of the Company will have been two (2)years at the conclusion of the coming shareholder meeting.

9

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
Newly nominatedApril 2011
April 2013
April 2015
April 2017
April 2020
June 2021

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)(Significant concurrent posts of other entities)
President & CEO of Atomic Energy Association(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 be carbon-neutral by 2050, it is expected that his knowledge ofpower and energy systems, as well as decarbonization, will be utilized.
The Company requests his appointment as Outside Director in order for
him to provide the Company with supervision over and advice on the
Company’s business, utilizing his wealth of experience and insight.
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.
Assuming that this proposal is approved as originally proposed, theCompany will appoint Hiroto Uozumi as an Independent Director as
defined by the Tokyo Stock Exchange and notify the Tokyo Stock
Exchange.

10

Number of sharesof the Company
held by candidate
100 shares

Notes:1. Kazuo Tsukuda, Naoko Yamazaki, and Hiroto Uozumi are candidates for Outside Directors.
2. We have entered into an agreement with Kazuo Tsukuda and Naoko Yamazaki 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. We intend to enter into aliability limitation agreement with Hiroto Uozumi with the same content if Item 3 is approved as originally proposed.
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 pursuitof such liability. All candidates for Directors shall be included as an insured under the said insurance agreement, which is to be retainedwith the same terms and conditions at the next renewal.

11

(For Reference) 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 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.

(For Reference) Composition of the Board of Directors and Expertise and Experience of each Director If the Candidates Listed in This
Convocation Notice Are Elected as Originally Proposed (Skills Matrix)
GenderCorporate
Management

Research &Development

Internationality

Legal/Risk
Management

Male

●

●

●

●

Male

●

●

●

●

Male

●

●

●

Outside

Male

●

●

●

●

OutsideFemale●●●Outside

Male

●

●

●

●

●

Name

Yoshiharu
Inaba
Kenji
Yamaguchi
Michael J.
Cicco
Kazuo
TsukudaNaoko
Yamazaki
HirotoUozumi
KatsuoKohari
KatsusyaMitsumuraYasuo Imai
Hidetoshi
Yokoi
Mieko
TomitaAudit andSupervisory
Committee Member
Audit andSupervisory
Committee Member
Audit andSupervisory
Committee Member
Audit andSupervisory
Committee Member
Audit andSupervisory
Committee Member

●

Male

●

Male
OutsideMale

OutsideMale

OutsideFemaleFinance/
Accounting

●

●
●

●

●
●

12

Item 4 Election of One (1) Director Who Is a Substitute Audit and Supervisory Committee Member
To ensure that the Company will not lack the number of Directors who are Audit and Supervisory Committee Members
stipulated by laws and regulations, the Company requests the election of one (1) Director who is a Substitute Audit andSupervisory Committee Member to act as substitute for all Directors who are Audit and Supervisory Committee Members.
The candidate for Director who is a Substitute Audit and Supervisory Committee Member is as follows.
The consent of the Audit and Supervisory Committee has been obtained in advance for this proposal.

Name
Naoko Yamazaki

Outside Director
Independent Director

The date of birth, personal history, and other matters to be stated in the reference materials for the General Meeting of
Shareholders of the above candidate are as presented in Item 3 “Election of Six (6) Directors (except for Directors Who Are
Audit and Supervisory Committee Members)” on page 9.

- END -

13

Attachments to the Notice of Convocation of the General Meeting of Shareholders
BUSINESS REPORT(April 1, 2021 through March 31, 2022)
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, 2021 – March 31, 2022), capital
investment in the entire manufacturing sector, which had been declining due to the impact of the spread of the coronavirus(COVID-19), recovered and thus was made vigorously. The outlook has remained uncertain, however, due to the prolonged
impact on manufacturing activities from a shortage in components such as semiconductors across global supply chains.
Under these circumstances, the FANUC Group has striven to maintain the delivery of products and service activities for ourcustomers while placing utmost priority on preventing the spread of COVID-19. In particular, with regard to the shortages ofsemiconductors and other components, the entire company has become involved and has done every effort to minimize theimpact of such shortages by taking measures such as utilizing alternative parts and even changing the design of our products.
Even under such difficult circumstances as these, the FANUC Group has pushed 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 push toward a carbon-free society, we recognize that climate change is an important management
issue for the FANUC Group as we are doing business globally. Accordingly, we have set ourselves a long-term goal of achieving
net-zero greenhouse gas emissions through the Group’s business activities by 2050, and a medium-term goal of a 42% reductionin these same emissions by 2030 (relative to emissions for 2020). In order to achieve these goals, we will promote the installationof solar panels in-house and efforts towards energy-saving measures at our factories, etc. We will also push forward with efforts
to make our company products even more energy-efficient.
During the fiscal year ended March 31, 2022, FANUC posted consolidated net sales totaling ¥733,008 million, up 33.0%,
consolidated ordinary income totaling ¥213,395 million, up 65.8%, and net income attributable to owners of parent totaling¥155,273 million, up 65.2%, compared with the previous fiscal year.
During fiscal year ended March 31, 2022, the "FANUC ROBOCUT α-CiC series" wire electrical-discharge machine, which, in
addition to being designed to deliver high machining performance and operating rates, also pursues ease of use, won the "Nikkan
Kogyo Shimbun Best 10 New Product Awards 2021/Main Award". Further, the collaborative robot "FANUC Robot CRX10iA", which is equipped with all of “Safety”, “Ease of Use” and “High Reliability” won the "Japan Techno-Economics Society
Chairperson’s Award” at the 10th Technology Management and Innovation Award sponsored by the Japan Techno-Economics
Society. In addition, the "PANEL iH Pro display device equipped with FANUC ROBOSHOT α-SiB series"—the largest in theindustry with a 21.5-inch display device—that can simultaneously display two screens for showing such information as theoperation condition settings, the molding process display, and peripheral device information, won the "Japan Society ofIndustrial Machinery Manufacturers Award at the 51st Machine Design Award (IDEA) ".
The following is a summary of the results for each business division:[FA Division]
In the FA Division, the demand from the machine tool industry, the primary market for CNC systems, increased on a global
scale in Europe, the Americas, Asia, Japan as well as in China, where the demand has already been strong. Sales of the CNC
systems for machine tools also increased in line with this increase in demand. In February 2022, the cumulative production
number for the Company’s CNC systems reached 5 million units.
In terms of development, we developed “CNC Guide 2” and the “surface estimation function” in order to realize the digital
twins of FANUC CNC. “CNC Guide 2” can read the machining program created for CNC and faithfully reproduce themovement of the tool on PC. In addition, the “surface estimation function” can read the tool position information of “CNC
14

Guide 2” and estimate the machining result without actual machining. Moreover, as an industrial PC that supports digital twins,
we have developed the “FANUC iPC” equipped with a capacitive touch panel that operates accurately even in harsh on-siteenvironments. For servo motors, we developed a function to suppress chatter vibrations during machining by periodicallychanging the spindle speed. We also expanded the servo adjustment function using AI and enhanced the lineup to expand sales
into various markets.
With regard to our lasers, the Chinese market and the European market are on a recovery trend, but competition from overseas
manufacturers remains fierce.
In terms of development, we developed a laser scanner as an option for remote laser robots in response to the expanding remotewelding and remote cutting markets. As we can provide a robot and a laser scanner as a package, there are expectations forsales expansion going forward.
The FA Division posted consolidated sales totaling ¥226,165 million, up 51.5% compared with the previous fiscal year, and
FA Division sales accounted for 30.9% of consolidated net sales.
[ROBOT Division]
In the ROBOT Division, sales in China remained strong, mainly in IT-related industries and for EVs, heavy machinery andconstruction machinery. Strong sales were also recorded in the United States, to general industries and the automobile industry
with EV-related demand, and demand from general industries in Europe also remained strong. In Japan, there was a gradual
recovery in terms of demand, with sales increasing compared with the corresponding period of the previous fiscal year.
In terms of development, we developed the large material handling robot “FANUC Robot M-1000iA” with 1000kg handlingcapability. With a wide range of motion in the vertical and longitudinal directions and a strong wrist performance, the “FANUC
Robot M-1000iA” is expected to be introduced in a wide range of industrial fields, including transportation or drilling of heavy
objects such as battery units for the EV market and construction materials. We also developed the “FANUC Robot LR-10iA/10”,
which is light-weight and compact, has a wide range of motion and is with strong dustproof and splashproof capability. Since
its weight has been significantly reduced to one-third or less of that of conventional robots with similar handling capability,
while achieving energy-efficiency, it is expected to be applied to various purposes such as supplying parts to machine tools andpicking in the logistics industry, where demand has increased in recent years. In the SCARA robot series, we developed the“FANUC Robot SR-3iA/U”, which is installed on the ceiling. Its feature is that there is no area, within the range of the arm
reach, where the tip of the arm cannot reach. As it is installed on the ceiling and the work area is directly below the main body,
it is possible to build a space-saving robot system without worrying about floor area required for installation. These and othernew products and functions are expected to further expand the applicable usages of FANUC robots.
The ROBOT Division posted consolidated sales totaling ¥268,478 million, up 27.8% compared with the previous fiscal
year. ROBOT Division sales accounted for 36.6% of consolidated net sales.
[ROBOMACHINE Division]
In the ROBOMACHINE Division, sales of the ROBODRILL (compact machining centers) increased, due to demand for use
in the personal computer and tablet markets in China. Sales of the ROBOSHOT (electric injection molding machines) increased
due to strong demand from IT-related and medical markets. Sales of the ROBOCUT (wire electrical-discharge machines)
increased due to strong demand from IT-related and automobile component markets.
In terms of development, in ROBODRILL, the latest model “FANUC ROBODRILL α-DiB Plus series” has been improved bysome upgrades including improved the operational screen and adding a function for turning through an additional axis table. In
addition, we added to the FANUC ROBODRILL-LINKi”, the software to monitor the operation of ROBODRILL, the functionthat can analyze the signal status on a program-by-program basis, improving its usability. For ROBOSHOT, we added α-S50iB
equipped with high precision clamping unit to the latest “FANUC ROBOSHOT α-SiB series” in order to respond to the lensmolding market, where high precision is advancing. For ROBOCUT, we added the fine wire model and the Z-axis stroke
400mm specifications to the latest “FANUC ROBOCUT α-CiC series” in order to expand the target scope of machining work.
The ROBOMACHINE Division posted consolidated sales totaling ¥144,633 million, up 26.3% compared with the previous
fiscal year. ROBOMACHINE Division sales accounted for 19.7% of consolidated net sales.

15[Service Division]
In the Service Division, with “Service First” as a key word, we strengthened the service structure and improved efficiency byactively introducing information 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 ¥93,732 million, up 20.9% compared with the previous fiscal year.
Service Division sales accounted for 12.8% of consolidated net sales.
【Approaches to IoT and AI】
In our efforts to utilize IoT technology, we improved operability by simplifying the connection with factory equipment,
improved security by supporting network authentication and improved convenience of application development in the FIELD
system, which is an edge platform that aims to improve productivity by aggregating information on manufacturing sites.
With regard to AI, we are promoting the development of more practical AI functions for use in all products of FA, ROBOT,
and ROBOMACHINE. In FA, we launched on the market an AI Servo Monitor that monitors abnormalities in the spindle axes
and feed axes, and expanded the automatic adjustment items for AI Servo Tuning. In ROBOT, the market introduction of the
AI Error Proofing function that can learn with a small amount of teacher data is progressing, and we are working on a visionfunction that detects close-fitting cardboard boxes, which was difficult in the past. In ROBOMACHINE, AI thermal
displacement compensation (ROBODRILL, ROBOCUT) and AI backflow monitor (ROBOSHOT) were installed in respective
products. Moreover, in addition to developing new AI functions, our Next-Generation Technology Laboratory is working on
issues such as how to guarantee the quality of AI functions. We also utilize AI technologies to make all products more intelligent,in order 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, LASER Research and Development Division, ROBOT Mechanical Research and Development Division, ROBOTSoftware Research and Development Division, ROBODRILL Research and Development Division, ROBOSHOT Researchand Development Division, and ROBOCUT Research and Development Division developed various new competitive products
and functions by focusing on enhancing functions and ease of use, rooted in high reliability, and successfully launched themin the market.
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 the renovation of existing factories inorder to increase production capacity. We promoted the introduction of manufacturing equipment to build systems for increased
production in order to respond to a sudden upturn in orders. In addition, we made investments for future growth, including otherinvestments in order to streamline manufacturing and strengthen our service structure. Total capital investment during the fiscal
year under review was ¥41,101 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.

16

(4) Challenges
As FANUC products are production goods that are significantly affected by economic changes, we continue management froma long-term perspective without being affected by short-term events.
Regarding the business environment surrounding the Group, it is expected that the uncertain situation will continue due to anincrease in geopolitical risks and the impact of the spread of COVID-19. On the other hand, the demand for factory automation
is expected to grow over the medium to long-term.
Guided by the slogan “one FANUC,” the FANUC Group will take maximum advantage of our unique strength in uniting ourFA, ROBOT, and ROBOMACHINE Divisions to jointly provide total solutions and take care of customers throughout theworld. In particular, we perceive collaboration between CNC machine tools and ROBOT, and between ROBOMACHINEs and
ROBOT, 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, to minimize
downtime in our customers’ factories and improve their operating rates. Moreover, we will develop products with an evengreater 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.
The FANUC Group believes that IoT and 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. We will continue to develop IoTtechnologies, such as the “FIELD system” open platform. With regard to AI technologies, we will develop functions that will
be useful in actual manufacturing sites. For technologies that the Company does not possess, we will continue to actively
collaborate with other companies, and strive to engage in speedy development.
We will pursue measures to strengthen our corporate structure from a long-term perspective, such as reinforcing productcompetitiveness, strengthening sales and service activities, promoting automization and robotization in factories, and enhancing
administrative 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 and maintaining appropriate inventory levels
for parts.
Along with such activities, the FANUC Group is also striving to maintain its strong corporate structure by reducing expenses
and time, and streamlining business operations. In addition, we consider human resources as being most vital for achieving
medium and long-term growth. From this perspective, we will work on the key issues of creating better working environmentsfor our employees and further improving employee motivation.
With regard to management, we will focus even more on the fact that FANUC’s products can make major contributions to theachievement of SDGs. 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.
As a pressing issue, the FANUC Group is prioritizing the prevention of COVID-19 infection among its customers, partners,
employees, and family members, along with containing its spread, while striving to continue to provide products and services
to customers.
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.
17

(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 2018(50th term)
635,568
183,459
154,163

FY 2019(51st term)
508,252
102,816
73,371

FY 2020(52nd term)
551,287
128,744
94,012(Millions of yen)
FY 2021(53rd term)
733,008
213,395
155,273795.34
1,625,340
1,445,146

381.891,512,499
1,362,865

490.11
1,625,191
1,435,554

809.491,783,964
1,549,879

FY 2018(50th term)
470,644
147,956
136,326
703.31
1,292,323
1,173,464

FY 2019(51st term)
352,407
67,58654,697284.691,177,585
1,084,633

FY 2020(52nd term)
415,939
87,88970,451367.281,236,223
1,116,242(Millions of yen)
FY 2021(53rd term)
578,260
159,216
122,064636.35
1,307,224
1,150,023

2) The Company
Item
Net sales
Ordinary income
Net income
Net income per share (Yen)
Total assets
Net assets

The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020)and others from the beginning of FY2021. Assets and profits for FY2021 reflect these accounting standards.
(6) Principal Businesses
The principal businesses of the FANUC Group are the development, manufacture, sale, and maintenance service of the
products described in the following table:
Division
FA Division
ROBOT Division
ROBOMACHINE Division

Main products
CNC systems (CNC and servo motors), lasers
Robots (including robot systems)
ROBODRILL (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.

18

(7) Principal Sites
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
Number of employees

The Company
The FANUC Group

4,257
8,675

19

(9) Principal Subsidiaries and Affiliated Companies
1) Principal Subsidiaries

Company name

Capital stock

FANUC America
Corporation

US$ 157,300
thousandFANUC Europe
Corporation€ 110,961
thousand

KOREA FANUCCORPORATIONTAIWAN FANUCCORPORATION

Won 32,364 million

NT$ 1,448 million

Percentage of equity
participation (%)

Principal businesses

100

Development, manufacture, sale and maintenanceservices of robots and robot systems as well as saleand maintenance services of CNC systems, lasers
and ROBODRILL

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

FANUC INDIA
PRIVATE LIMITED

Rupee 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

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

US$ 21,000
thousand51

Sale and maintenance services of ROBODRILL,ROBOSHOT and ROBOCUT¥327 million

100

FANUC SERVO LTD¥450 million

100

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

Principal businesses

2) Principal Affiliated Companies

Company name

Capital stock

Percentage of equity
participation (%)

BEIJING-FANUC
Mechatronics CO.,LTD.

US$ 11,300
thousand50

SHANGHAI-FANUC
Robotics CO., LTD.

US$ 12,000
thousand50

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
systems20

2.

Matters Concerning the Shares of the Company(1) Total number of shares authorized to be issued by the Company:

400,000,000 shares(2) Total number of issued shares:

201,909,397 shares(3) Number of shareholders:

55,638(4) The ten largest shareholders:Number of shares(In thousands)

Percentage of equity
participation(%)

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

44,51823.2

Custody Bank of Japan, Ltd. (Trust Account)

15,934

8.3

4,918

2.6

SSBTC Client Omnibus Account

4,780

2.5

JPMorgan Chase Bank 380055

4,014

2.1

State Street Bank West Client - Treaty 505234

3,202

1.7

2,960

1.5

The Bank of New York Mellon 140042

2,617

1.4

JPMorgan Chase Bank 385781

2,496

1.3

Government of Norway

2,362

1.2

Name

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

Custody Bank of Japan, Ltd. (Securities Investment Trust
Account)

Note:

The percentages of equity participation are calculated after subtracting the number of treasury shares (10,090 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

Number of shares

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

3,730 shares

21

Number of recipients33. Directors of the Company(1) Names of Directors, etc.
Position

Responsibilities
or significant concurrent posts of other entities

Name

Representative Director, Chairman

Yoshiharu Inaba

Representative Director,
President and CEO

Kenji Yamaguchi

Director

Michael J. Cicco

President and CEO, FANUC America Corporation

Director

Kazuo Tsukuda

Honorary Advisor of Mitsubishi Heavy Industries, Ltd.

Director

Masaharu Sumikawa President of Tsukuba Global Innovation Promotion Agency

Director

Naoko Yamazaki

President and Representative Director of Mito Country Club Co., Ltd.
Representative Director of Space Port Japan Association
President of Young Astronauts Club - Japan
Director (Standing Audit and Supervisory
Committee Member)

Katsuo Kohari

Director (Audit and Supervisory Committee
Member)Katsuya Mitsumura

Founder and head of Katsuya Mitsumura C.P.A. and Tax Accountant
OfficeDirector (Audit and Supervisory Committee Yasuo Imai
Member)Director, Vice Chairman of the Board of AIR WATER INC.

Director (Audit and Supervisory Committee Hidetoshi Yokoi
Member)Professor Emeritus of the University of Tokyo
Field II Program Officer, Adaptable and Seamless Technology Transfer
Program through Target-driven R&D of Japan Science and Technology
AgencyDirector (Audit and Supervisory Committee Mieko Tomita
Member)Senior Partner, Nishi & Partners Attorneys and Counselors at Law

Notes:

1. Directors Kazuo Tsukuda, Masaharu Sumikawa, Naoko Yamazaki, Yasuo Imai, Hidetoshi Yokoi and Mieko Tomita
are Outside Directors.
2. Director Katsuo Kohari 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) Katsuya Mitsumura is a certified public accountant and possesses
commensurate knowledge regarding finances and accounting.
4. Other significant concurrent posts:
Representative Director and Chairman Yoshiharu Inaba is also an Outside Director of TOPCON CORPORATION and
Chairman of Japan Machine Tool Builders’ Association.
Outside Director Kazuo Tsukuda is also an Outside Director of Mitsubishi Research Institute, Inc., Outside Director(Audit and Supervisory Committee Member) of Yamaguchi Financial Group, Inc., and Outside Director of Internet
Initiative Japan Inc.
Outside Director Naoko Yamazaki is also an Outside Director of OPTORUN Co., Ltd., and Outside Director of TOPCONCORPORATION.
Director (Audit and Supervisory Committee Member) Katsuya Mitsumura is also an Outside Director (Audit &Supervisory Committee Member) of AXELL CORPORATION and Outside Director of INABA SEISAKUSHO Co.,Ltd.
Outside Director (Audit and Supervisory Committee Member) Yasuo Imai is also a Chairman of Japan Industrial andMedical Gases Association.
Outside Director (Audit and Supervisory Committee Member) Mieko Tomita is also an Outside Director (Member of the
Audit & Supervisory Committee) of Nisshin Seifun Group Inc., and Outside Director of TEKKEN 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 Kazuo Tsukuda, Masaharu Sumikawa, Naoko Yamazaki, Yasuo Imai,
Hidetoshi Yokoi and Mieko Tomita as Independent Directors as defined by the Tokyo Stock Exchange and has duly
notified the Tokyo Stock Exchange.

22(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 suchliability.
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 andSupervisory Committee Members. Same applies for this paragraph) individual remuneration, the outline of whichis 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 thesame 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
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.

233) Total amounts, etc. of Directors’ and Audit & Supervisory Board Members’ remuneration, etc.
Total amount by remuneration type(million yen)
Total amount of
remuneration,
Number of
PerformanceNonCategoryetc. (million
eligible officers
Fixedlinkedmonetaryyen)
remuneration remuneration, remuneration,
etc.
etc.
Directors (except for
Directors who are Audit
and Supervisory
94
13
1,483
559
830
Committee Members)
(59)
(59)
(—)
(—)
(5)
(of which, Outside
Directors)
Directors who are Audit
and Supervisory Board
108
5
108
Members
—
—
(41)
(41)
(3)
(of which, Outside
Directors)
Audit & Supervisory
Board Members
36
36
5
—
—
(of which, Outside
(14)
(14)
(3)
Audit & Supervisory
Board Members)
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 ofperformance-linked 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.”
3. Based on the resolution of the 52nd Ordinary General Meeting of Shareholders of June 24, 2021, theCompany has transitioned to a company with an Audit and Supervisory Committee as of the same date.
4. The remuneration, etc. received as an Audit & Supervisory Board Member and the remuneration received
as a Director who is an Audit and Supervisory Committee Member in the fiscal year under review arelisted separately for the amount of remuneration and the number of members.

24

(4) Matters concerning Outside Directors
Major activities
Name
Kazuo Tsukuda

Masaharu Sumikawa

Naoko Yamazaki

Yasuo Imai

Hidetoshi Yokoi

Mieko Tomita

Major activities
He attended all of 12 meetings of the Board of Directors. He possesses wide experienceand knowledge obtained as a long-serving corporate executive, and the Company expects
him to serve a supervisory function from those perspectives. He fulfilled an appropriaterole 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. He also attended theNomination and Remuneration Committee as Chair and expressed his opinions whenevernecessary.
He attended all of 12 meetings of the Board of Directors and all of 2 meetings of the Audit& Supervisory Board during his tenure as an Audit & Supervisory Board Member before
his appointment as Director on June 24, 2021. He possesses wide experience andknowledge obtained as a long-serving corporate executive, and the Company expects him
to serve a supervisory function from those perspectives. He fulfilled an appropriate roleas 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 fromthose perspectives in meetings of the Board of Directors. He also attended the Nomination
and Remuneration Committee as a Committee Member and expressed his opinions
whenever necessary since December 2021.
She attended all of 12 meetings of the Board of Directors. She possesses wide experienceand knowledge obtained as an engineer and astronaut, and the Company expects her toserve a supervisory function from those perspectives. She fulfilled an appropriate role asan Outside Director of the Company, including supervising and providing advice about
the execution of the Company’s business, such as speaking out whenever necessary fromthose perspectives in meetings of the Board of Directors. She also attended theNomination and Remuneration Committee as a Committee Member and expressed her
opinions whenever necessary.
He attended all of 12 meetings of the Board of Directors and all of 11 meetings of the
Audit and Supervisory Committee after his appointment as Director who is an Audit andSupervisory Committee Member on June 24, 2021. He possesses wide experience andknowledge obtained as a long-serving government official and corporate executive, andthe 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.
He also attended the Nomination and Remuneration Committee as a Committee Member
and expressed his opinions whenever necessary until June 2021.
He attended 11 of 12 meetings of the Board of Directors, 1 of 2 meetings of the Audit &Supervisory Board before the transition to a company with an Audit and Supervisory
Committee on June 24, 2021, and all of 11 meetings of the Audit and Supervisory
Committee after the transition. He possesses wide experience and knowledge obtained asa university professor, and the Company expects him to serve a supervisory function fromthose perspectives. He fulfilled an appropriate role as an Outside Director of theCompany, including supervising and providing advice about the execution of theCompany’s business, such as speaking out whenever necessary from those perspectives
in meetings of the Board of Directors.
She attended 11 of 12 meetings of the Board of Directors, all of 2 meetings of the Audit& Supervisory Board before the transition to a company with an Audit and Supervisory
Committee on June 24, 2021, and all of 11 meetings of the Audit and Supervisory
Committee after the transition. She possesses wide experience and knowledge obtained
as a lawyer, 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’sbusiness, such as speaking out whenever necessary from those perspectives in meetingsof the Board of Directors. She also attended the Nomination and Remuneration
Committee as a Committee Member and expressed her opinions whenever necessary
since December 2021.

25

Consolidated Balance Sheet(As of March 31, 2022)
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
1,783,964(Liabilities)
1,014,946 Current liabilities
423,515
Notes and accounts payable, trade25,707
Accrued income taxes
Warranty reserves
124,488
177,700
Other current liabilities
114,228 Long-term liabilities
80,006
Net defined benefit liability
55,330
Other long-term liabilities
14,996(1,024)(Net assets)
Shareholders' equity
769,018
Common stock
578,133
Capital surplus
Retained earnings
326,459
Treasury stock, at cost
56,665 Accumulated other comprehensive
155,369 income
24,292
Valuation difference on
15,348available-for-sale securities
8,933
Foreign currency translation adjustment
181,952
Remeasurements of defined benefit
135,709plans
34,607 Non-controlling interests
7,809
4,252
(425)
1,783,964
Total(Millions of yen)Amount234,085
177,60249,47337,572
10,73979,81856,483
51,693
4,790
1,549,879
1,500,705
69,01496,082
1,441,559(105,950)
35,104
15,20436,087(16,187)
14,0701,783,964

Consolidated Statement of Income(April 1, 2021 through March 31, 2022)(Millions of yen)
Titles of AccountAmountNet 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
Extraordinary losses
Loss from money transfer scam at foreign subsidiary
Income before income taxes
Total taxes and others
Income taxes – current
Income taxes – deferred
Net income
Net income attributable to non-controlling interests
Net income attributable to owners of parent

26

733,008437,374
295,634
112,394
183,240
32,274
3,192
29,082
2,119
2,119
213,395
478
478
212,91754,42757,721(3,294)
158,4903,217
155,273

Non-Consolidated Balance Sheet(As of March 31, 2022)
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

1,307,224
621,567
198,445
15,74675,829175,000
25,85066,67752,624
11,699(303)

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
Prepaid pension cost
OthersAllowance for doubtful accounts

Total

685,657
494,184
265,91051,813
134,431
18,782
23,2486,423
185,050
34,996
110,519
33,292
5,328
1,283
(368)

1,307,224

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
Other 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
Total

Non-Consolidated Statement of Income(April 1, 2021 through March 31, 2022)(Millions of yen)Amount578,260
381,452
196,808
64,040132,768
28,094
24,114
3,980
1,646
1,646
159,216
159,216
37,152
41,436(4,284)122,064

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 – deferred
Net income

27(Millions of yen)Amount157,201
119,658
43,77915,94918,81431,812
5,517
3,787
37,54335,3742,169

1,150,023
1,135,180
69,014
96,144
96,05787
1,075,972
8,252
1,067,720
311,800
33
303,580
452,307(105,950)
14,843
14,843
1,307,224

Copy of the Accounting Auditors’ Report Related to the Consolidated Financial Statements(Translation)
REPORT OF INDEPENDENT AUDITORSMay 20, 2022
The Board of Directors
FANUC CORPORATION
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 ofincome, the consolidated statement of changes in net assets and the notes to the consolidated financial statements of
FANUC CORPORATION (the “Company”) for the fiscal year from April 1, 2021 through March 31, 2022.
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 withaccounting 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 theprovisions related to professional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor. We
believe that we have 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 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 isappropriate to prepare the consolidated financial statements in accordance with the premise of a going concern, andfor 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 awhole 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 or collectively, influence the decisions of users taken on the basis of the consolidated financial

28

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 abasis 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 thepremise 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 the entity’s ability to continue as agoing concern. If there is a significant uncertainty concerning the premise of a going concern, the auditor isrequired to call attention to the notes to the consolidated financial statements in the audit report, or if the notes tothe 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 beunable 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, andis solely 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 safeguards that are in place to reduce or eliminate obstacles.
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

29

Copy of the Accounting Auditors’ Report Related to the Non-Consolidated Financial Statements(Translation)
REPORT OF INDEPENDENT AUDITORSMay 20, 2022
The Board of Directors
FANUC CORPORATION
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 53rd fiscal year from April 1, 2021 through March 31, 2022.
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, 2021, 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
we have 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, andfor designing and operating such internal control as management determines is necessary to enable the preparationand fair presentation of the financial statements and the accompanying supplementary schedules that are free frommaterial 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 an30

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 or collectively, influence thedecisions of users taken on 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 abasis 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 thefinancial statements and the accompanying supplementary schedules is not to express an opinion on theeffectiveness 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 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 agoing concern, the auditor is required to call attention to the notes to the financial statements and theaccompanying supplementary schedules in the audit report, or if the notes to the financial statements and theaccompanying supplementary schedules pertaining to the significant uncertainty are inappropriate, issue amodified opinion on the financial statements and the accompanying supplementary schedules. While theconclusions 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 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 safeguards that are in place to reduce or eliminate obstacles.
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

31

Copy of the 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 53rdfiscal year from April 1, 2021 to March 31, 2022. 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 thedevelopment and operation of the systems developed pursuant to those resolutions (internal control systems), andconducted audits in accordance 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 otherdivisions 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 the state 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,
etc. thereof, requested the subsidiaries to render reports on their business operations, and made investigation
into the state of 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 theirduties, and requested explanations as necessary. In addition, we received from the Accounting Auditors a noticethat the “systems to secure adequate performance of duties” (as listed in the items of Article 131 of the Ordinancefor Corporate Accounting) had been established in accordance with the “Standard for Quality Control Concerning
Audits” (the Business Accounting Council, October 28, 2005), and requested explanations as necessary. Moreover,
we discussed the main matters to be considered in audits with the Accounting Auditors, received reports on theimplementation status of such audits, and sought explanations as necessary.
In accordance with such methods, we investigated the business report and its supplementary schedules, nonconsolidated financial statements (the non-consolidated balance sheet, the non-consolidated statement of income, the nonconsolidated statement of changes in shareholders’ equity, etc. and the notes to non-consolidated financial statements) andthe 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, including internal control related to financial reporting, contains nothing to be pointed out.
(2) Results of audit of the non-consolidated financial statements and the supplementary financial schedules:
We are of the opinion that the method and results of the audit made by the Account Auditors, Ernst & Young
ShinNihon LLC, are proper.
(3) Results of audit of the consolidated financial statements:
We are of the opinion that the method and results of the audit made by the Account Auditors, Ernst & Young
ShinNihon LLC, are proper.

32

May 23, 2022
Audit and Supervisory Committee
FANUC CORPORATION
Katsuo Kohari(seal)
Audit and Supervisory Committee Member (Standing)
Katsuya Mitsumura(seal)
Audit and Supervisory Committee Member
Yasuo Imai(seal)
Audit and Supervisory Committee Member (Outside)
Hidetoshi Yokoi(seal)
Audit and Supervisory Committee Member (Outside)
Mieko Tomita(seal)
Audit and Supervisory Committee Member (Outside)(Notes) 1. Audit and Supervisory Committee Members Yasuo Imai, Hidetoshi Yokoi and Mieko Tomita are Outside
Directors as stipulated in Article 2, Item 15 and Article 331, Paragraph 6 of the Companies Act.
2. Due to the resolution of the 52nd Ordinary General Meeting of Shareholders held on June 24, 2021, the Company
transitioned to a company with an Audit and Supervisory Committee on the same day. Accordingly, the statusfrom April 1, 2021 to the end of the above General Meeting of Shareholders is based on the information handed
over from the former Audit & Supervisory Board.

33