(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.
(Securities code: 6954)
June 8, 2023
(Commencement of measures for electronic provision: June 1, 2023)

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 54th Ordinary General Meeting of Shareholders
Dear Shareholders,
We are pleased to announce that the 54th Ordinary General Meeting of Shareholders of FANUC CORPORATION will beheld 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 54th Ordinary General
Meeting of Shareholders” and “Supplementary Materials to the Notice of Convocation of The 54th Ordinary General Meetingof 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”
to check 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 and exercise your voting rights by 5:00 p.m. (Japan time), Wednesday, June 28, 2023.
[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).

1

Description
1. Date:Thursday, June 29, 2023, 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 54th fiscal year
(from April 1, 2022 to March 31, 2023).

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)
Item 3: Election of Four (4) 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.
* When attending the meeting on the day, please submit the enclosed Voting Rights Exercise Form at the reception desk.
* 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.
* On April 1, 2023, the Company performed a 5-for-1 stock split of common share. As the record date for the number of voting
rights to be exercised and the number of shares held described in the enclosed Voting Rights Exercise Form is March 31,
2023, the number of shares is the one prior to such stock split.

2

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.

2.

Share buybacks

3.

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 2022, at 60%.
The dividend for the full fiscal year will be ¥535.66 per share, in total with the dividend for the first half of the fiscal year that has
been paid in December, 2022 (¥264.02 per share), resulting in ¥271.64 per share for the second half.

(1) Type of dividend asset
Cash(2) Allocation of dividend assets to shareholders and total amount of allocation¥271.64 per share of common stock (dividend payout ratio (Consolidated): 60.0%)
Total amount of payout: ¥51,770,253,515(3) Effective date of dividend payment
June 30, 2023
(Note): The Company performed a 5-for-1 stock split of common share with an effective date of April 1, 2023. As the record
date for the year-end dividends for the fiscal year under review was March 31, 2023, the dividend payment will bemade based on the number of shares prior to such stock split.

3

Item 2

Election of Seven (7) 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 seven (7) Directors (except for Directors who are Audit
and Supervisory Committee Members).
The reasons for proposing this item and item 3 are as presented on page 14.
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

Newly nominated4

Michael J. Cicco

Renominated5

Naoko Yamazaki Renominated6

Hiroto Uozumi

Renominated7

Yoko Takeda

Newly nominatedPosition and responsibilities at the Company

Attendanceat the Boardof Directors
meetings

Representative Director, Chairman

100%(12 of 12)

Representative Director,
President and CEO

100%(12 of 12)

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

4100%(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

1

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

June 2016
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
57,570 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.

Candidates’
numberName(Date of birth)

Personal history, position and responsibilities
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(Significant concurrent posts of other entities)
Chairman, Japan Robot Association(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.

5

Number of sharesof the Company
held by candidate
29,150 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)

July 2015

Newly nominatedJune 2017
July 2021
June 2022

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 thepresent)
Appointed Managing Officer of the Company
General Manager, Corporate Finance Division of the Company(to the present)
Appointed Senior Managing Officer and CFO of the Company(to the present)

Number of sharesof the Company
held by candidate
4,450 shares(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 Division, and he has worked to strengthen our financial
position as CFO. As it would be beneficial to employ his experiences anddeep insights in management decision-making and supervision of theCompany, his appointment 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

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.

6

Number of sharesof the Company
held by candidate
1,850 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 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 three (3)years at the conclusion of the coming shareholder meeting.

7

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% (10 of 10)(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.
With his wealth of experience 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 willcontinue to contribute to the Company’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 andhas duly notified the Tokyo Stock Exchange.
His term of office as Outside Director of the Company will have been one(1) year at the conclusion of the coming shareholder meeting.

8

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
Newly nominatedDecember 2021
October 2022

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. (to thepresent)

Number of sharesof the Company
held by candidate
0 shares(Significant concurrent posts of other entities)
Research Fellow,
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.
(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 as government
commissioner on the Industrial Structure Council, etc.
The Company requests her appointment as Outside Director in order for her
to provide the Company with supervision over and advice on the Company’sbusiness, utilizing her wealth of experience and insight.
The Company has no business transactions with Mitsubishi ResearchInstitute, Inc., at which Yoko Takeda serves as Research Fellow, etc.
Therefore, there is no risk of her independence being affected by this position.
Assuming that this proposal is approved as originally proposed, the Company
will appoint Yoko Takeda as an Independent Director as defined by the Tokyo
Stock Exchange and notify the Tokyo Stock Exchange.

Notes:
1. Naoko Yamazaki, Hiroto Uozumi, and Yoko Takeda are candidates for Outside Directors.
2. We have entered into an agreement with Naoko Yamazaki and Hiroto Uozumi 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 a liability
limitation agreement with Yoko Takeda with the same content if this item 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 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. On April 1, 2023, the Company performed a 5-for-1 stock split of common share. The above “Number of shares of the Company held by candidate”
is the number of shares after the stock split.

9

Item 3

Election of Four (4) Directors Who Are Audit and Supervisory Committee Members

The term of office of the five (5) Directors who are Audit and Supervisory Committee Members will expire at the conclusionof the meeting. Therefore, we propose to elect four (4) Directors who are Audit and Supervisory Committee Members.
The reasons for proposing this item and item 2 are described on page 14.
The four (4) candidates for Directors who are Audit and Supervisory Committee Members are as follows.
The consent of the Audit and Supervisory Committee has been obtained in advance for this proposal.

Candidates’
number1

Toshiya Okada

Newly nominated2

Hidetoshi Yokoi

Renominated3

Mieko Tomita

Renominated4

Shigeo Igashima

Newly nominatedCandidates’
numberName(Date of birth)

June 2019
June 2020

Toshiya Okada(August 21, 1961)
Newly nominatedAttendance at
the Audit andSupervisory
Committee
meetings--

Director (Audit and Supervisory
Committee Member)100%(12 of 12)100%(14 of 14)

Director (Audit and Supervisory
Committee Member)92%(11 of 12)93%(13 of 14)--

Managing Officer,
Manager, Legal Department
Outside Director
Independent Director
Outside Director
Independent Director
Outside Director
Independent Director-

Personal history, position and responsibilities
April 1984
August 1999
June 2012
May 2014
June 2016

1

Attendance at
the Board of
Directors
meetings

Position and responsibilities at theCompany

Name

Joined the Company
Manager, Legal Department of the Company (to the present)
Appointed Senior Vice President (Director) of the Company
Appointed Executive Vice President (Director) of the Company
Appointed Executive Managing Officer (Director) of theCompany
Appointed Senior Managing Officer
Appointed Managing Officer (to the present)(Reason for nomination as candidate)Toshiya Okada is well versed in corporate legal affairs, and has committed
himself as Manager of Legal Department to reducing legal risks andestablishing governance systems over the years. In order to benefit fromhis experiences and deep insights in audits and supervision of theCompany, his appointment as Director who is an Audit and Supervisory
Committee Member is proposed.

10

Number of sharesof the Company
held by candidate
10,300 shares

Candidates’
numberName(Date of birth)

Personal history, position and responsibilities
April 1983
January 1985

2

July 1997
July 1998
April 2005
April 2008
May 2015
Hidetoshi Yokoi(August 29, 1953)
Outside Director
Independent Director
RenominatedMarch 2019
June 2019
June 2021

Lecturer, Institute of Industrial Science of University of Tokyo
Assistant Professor, Institute of Industrial Science of Universityof Tokyo
Professor, Institute of Industrial Science of University of Tokyo
Professor, Center for Collaborative Research of University ofTokyo
Director, Center for Collaborative Research of University of
Tokyo
Professor, Institute of Industrial Science of University of Tokyo
Field II Program Officer, Adaptable and Seamless Technology
Transfer Program through Target-driven R&D of Japan Scienceand Technology Agency
Retired as Professor, Institute of Industrial Science of Universityof Tokyo
Professor Emeritus of the University of Tokyo (to the present)
Appointed Audit & Supervisory Board Member of the Company
Appointed Director (Audit and Supervisory Committee Member)of the Company (to the present)(Significant concurrent posts of other entities)
Professor Emeritus of the University of Tokyo(Attendance at the Board of Directors meetings held during this period) 100%
(12 of 12)(Attendance at the Audit and Supervisory Committee meetings held during
this period)
100% (14 of 14)(Reason for nomination as candidate and expected role)
Hidetoshi Yokoi has extensive knowledge in manufacturing, having been
engaged in research and education at a university and in activities at theJapan Science and Technology Agency to solve problems in society to meetits demands. He has played an appropriate role in audits of businessexecution and in providing supervision and advice as Outside Director who
is an Audit and Supervisory Committee Member. We expect that he willcontinue to contribute to the Board of Directors and the Audit andSupervisory Committee from an independent position.
Therefore, we propose the reelection of Hidetoshi Yokoi, who has
continued to contribute to the Company’s Board of Directors and the Audit
and Supervisory Committee from an independent position as Outside
Director who is an Audit and Supervisory Committee Member.
In addition, the Company has appointed Outside Director who is an Audit
and Supervisory Committee Member Hidetoshi Yokoi as an Independent
Director as defined by the Tokyo Stock Exchange and has duly notified theTokyo Stock Exchange.
His term of office as Outside Director who is an Audit and Supervisory
Committee Member of the company will have been two (2) years at theconclusion of the coming shareholder meeting.

11

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

Personal history, position and responsibilities
April 1980

3

April 1995
April 2001
April 2004
October 2007
Mieko Tomita(August 15, 1954)
Outside Director
Independent Director
RenominatedJune 2012
April 2017
June 2019
June 2020
June 2021

Registered as lawyer (to the present)
Joined Nishi and Iseki Law Office (currently Nishi & Partners
Attorneys and Counselors at Law)
Appointed Auditor of Kanagawa Learning Disability Research
Association
Appointed Civil Conciliation Commissioner, Tokyo District Court(to the present)
Appointed Instructor, Showa Women’s University
Appointed a member of the National Bar Examination
Commission, Code of Civil Procedure
Appointed External Audit & Supervisory Board Member of
MORINAGA MILK INDUSTRY CO., LTD.
Senior Partner, Nishi & Partners Attorneys and Counselors at Law(to the present)
Appointed Outside Director (Member of the Audit & Supervisory
Committee) of Nisshin Seifun Group Inc. (to the present)
Appointed Audit & Supervisory Board Member of the Company
Appointed Director (Audit and Supervisory Committee Member)of the Company (to the present)(Significant concurrent posts of other entities)
Senior Partner, Nishi & Partners Attorneys and Counselors at Law
Outside Director (Member of the Audit & Supervisory Committee) of Nisshin
Seifun Group Inc.
Outside Director of TEKKEN CORPORATION(Attendance at the Board of Directors meetings held during this period)
92% (11 of 12)(Attendance at the Audit and Supervisory Committee meetings held during thisperiod)93% (13 of 14)(Reason for nomination as candidate and expected role)
Mieko Tomita has specialized knowledge and broad insights cultivated as alawyer. She provides advice on strengthening the audits and supervision of
the Company’s business and corporate governance, as well as maintaining
and improving compliance. She has also played an appropriate role in audits
and supervision of business execution and in providing advice as Outside
Director who is an Audit and Supervisory Committee Member. We expectthat she will continue to contribute to the Board of Directors and the Audit andSupervisory Committee from an independent position.
The Company has no business transactions with Nishi & Partners Attorneys andCounselors at Law, at which Mieko Tomita serves as Senior Partner.
Accordingly, there is no risk of her independence being affected by this position.
Therefore, we propose the reelection of Mieko Tomita, who has continued tocontribute to the Company’s Board of Directors and the Audit and Supervisory
Committee from an independent position as Outside Director who is an Audit
and Supervisory Committee Member.
In addition, the Company has appointed Outside Director who is an Audit andSupervisory Committee Member Mieko Tomita 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 who is an Audit and Supervisory
Committee Member of the Company will have been two (2) years at theconclusion of the coming shareholder meeting.

12

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

Personal history, position and responsibilities
October 1990
August 1995
January 1997
August 2004
November 2004

4

June 2016
December 2017
Shigeo Igashima(December 12, 1963)
Outside Director
Independent Director
Newly nominatedJoined Chuo Shinko Audit Corporation
Registered as a Certified Public Accountant (to the present)
Joined Yano Seisakusho Co., Ltd.
Representative of Igashima C.P.A. Office (to the present)
Registered as a Certified Public Tax Accountant (to the present)
Representative of Igashima Shigeo Tax Accountant Office (tothe present)
Appointed Outside Director (Audit & Supervisory Committee
Member) of AXELL CORPORATION (to the present)
Appointed Outside Director of TAIYO BUSSAN KAISHA,
LTD.

Number of sharesof the Company
held by candidate
0 shares(Significant concurrent positions of other entities)
Representative of Igashima C.P.A. Office
Representative of Igashima Shigeo Tax Accountant OfficeOutside Director (Audit & Supervisory Committee Member) of AXELL
CORPORATION(Reason for nomination as candidate and expected role)
Shigeo Igashima has professional experience as a certified public
accountant and tax accountant over many years, and has extensive
knowledge of financial accounting and internal control.
The Company requests his appointment as Outside Director who is an
Audit and Supervisory Committee Member in order for him to provide
the Company with audits, supervision over and advice on the Company’sbusiness, utilizing his wealth of experience and insight.
The Company has no business transactions with Igashima Shigeo C.P.A.
Office or with Igashima Shigeo Tax Accountant Office, at which Shigeo
Igashima serves as Representative. Therefore, there is no risk of his
independence being affected by this position.
Assuming that this proposal is approved as originally proposed, theCompany will designate Shigeo Igashima as an Independent Director as
defined by the Tokyo Stock Exchange and notify the Tokyo Stock
Exchange.

Notes:
1. Hidetoshi Yokoi, Mieko Tomita, and Shigeo Igashima are candidates for Outside Directors who are Audit and Supervisory Committee Members.
2. We have entered into an agreement with Hidetoshi Yokoi and Mieko Tomita 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. If this item is approved as proposed, we will enter into
the same agreement with Shigeo Igashima limiting his liability for damages.
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 bearing liability for their execution of duties, or receiving a claim for the pursuit of such liability.
All candidates for Directors who are Audit and Supervisory Committee Members shall be included as an insured under the said insurance
agreement, which is to be retained with the same terms and conditions at the next renewal.
4. On April 1, 2023, the Company performed a 5-for-1 stock split of common share. The above “Number of shares of the Company held by candidate” isthe number of shares after the stock split.

13

(For Reference)
1. Criteria for Independence of Outside Directors

The Company must not have any loans from the company from which the candidate comes (if the candidate comes from a bank.)
The candidate must not come from the audit firm that is the Company’s Accounting Auditor.
There must be no other particular reasons that could give rise to a conflict of interest with the Company.
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. Reasons for Proposing Candidates for Directors Described in Item 2 and Item 3
The Company has nominated Ryuji Sasuga, CFO, as a candidate for Director for the new composition after Item 2 and Item 3 are approved asoriginally proposed. He has engaged in accounting operations at the Company and its overseas subsidiaries, and as a result, it is expected that hewill contribute to deepening deliberation and making balanced decisions by the Board of Directors by sharing with it the viewpoints from execution
side. Furthermore, new appointment of Sasuga, Yoko Takeda and Shigeo Igashima as the Members of the Board of the Directors will further
improve the knowledge of the Board of Directors on financing and accounting. In addition, the new Audit and Supervisory Committee consistingof one inside Audit and Supervisory Committee Member and three outside Audit and Supervisory Committee Members ensures that outside Audit
and Supervisory Committee Members maintain a majority even in unforeseen circumstances. While the number of inside Audit and Supervisory
Committee Members will decrease by one, the Company will further strengthen the effectiveness in its auditing function by nominating Toshiya
Okada, as a candidate for an inside Audit and Supervisory Committee Member, who has committed himself as Manager of Legal Department of
the Company to reducing legal risks and establishing governance systems over the years. This new composition of the Audit and Supervisory
Committee will improve its independence with the increased ratio of Outside Directors. In addition, it will no longer be necessary to appoint a
Substitute Audit and Supervisory Committee Member.
With the above mentioned personnel changes of the Member of the Board of Directors, the Company will endeavor to improve diversity while
maintaining the scale and independence of the Board of Directors, and aims to realize the effective corporate governance through further
strengthening its auditing and supervising functions and financing functions of the Board of Directors as a whole.

143. Composition of the Board of Directors and Expertise and Experience of each Director If Item 2 and Item 3 are 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, 2022 through March 31, 2023)
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, 2022– March 31, 2023), capital
investment in the entire manufacturing sector, including automobile related sector, was active. However, the outlook has
remained uncertain, due to several factors, including the impact of the shortage in semiconductors and other components on
production activities, the soaring price of raw materials, and sudden fluctuations in foreign exchange rates. Under thesecircumstances, the FANUC Group has striven to maintain the delivery of products and service activities for our customers while
preventing the spread of COVID-19. In particular, with regard to the shortages of semiconductors and other components, theentire company has become involved and has done every effort to minimize the impact of such shortages by taking measures
such as utilizing alternative parts and even changing the mechanical 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 pushing 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, and pushed forward with development geared towards improved
energy-efficiency of our products. Further, we have been engaged in energy-saving initiatives, including the large-scaleinstallation of solar panels at the Headquarters and Mibu areas.
During the fiscal year ended March 31, 2023, FANUC posted consolidated net sales totaling ¥851,956 million, up 16.2%,
consolidated ordinary income totaling ¥231,327 million, up 8.4%, and net income attributable to owners of parent totaling¥170,587 million, up 9.9%, compared with the previous fiscal year.
During this fiscal year, the “FANUC Robot M-1000iA,” which is a compact robot with a wide range of motion, a powerful yet
smart design, and a 1,000 kg payload capacity, won awards at the “Nikkan Kogyo Shimbun Best 10 New Product Awards 2022
(Main Award),” the “2022Nikkei Excellent Products and Services Awards - Nikkei Business Daily Awards,” and the “2022GOOD DESIGN AWARDS – GOOD DESIGN BEST 100.”
The following is a summary of the results for each business division:[FA Division]
In the FA Division, overall demand from the machine tool industry, the primary market for CNC systems, remained very strong
with the exception of China. Demand in China remained at the level similar to those in the previous fiscal year. Sales of our
CNC systems increased compared with the previous fiscal year.
In terms of development, we strengthened “CNC Guide 2” and the “surface estimation function,” which form the coretechnologies of the FANUC CNC digital twins. “CNC Guide 2” faithfully reproduces the dynamic characteristics of the motor
by utilizing the servo model, thereby improving the accuracy of the simulation. In addition, the “surface estimation function”
has enhanced usability at manufacturing sites, such as by displaying additional information, including comparative information
between the estimated surface and the original CAD data, speed, and acceleration, etc., on the estimated surface. In the Power
Motion series, consisting of CNC models for general industrial machinery, we developed the CNC “FANUC Power Motion iModel A Plus,” a high-speed, high-response CNC model suitable for controlling industrial machinery. Further ease of use has
been achieved through high customizability, IoT, and the simple connection of robots. In I/O units, we have developed the“FANUC Slice I/O,” for which we have achieved miniaturization. This product features excellent extensibility, workability,
and maintainability, and contributes to space savings for machine tool control panels. For servos, we have released the “Servo
Guide Plus,” a servo adjustment tool equipped with an AI adjustment function. This tool facilitates servo adjustments andheightens the performance of machine tools.
16

The FA Division posted consolidated sales totaling ¥250,113 million, up 10.6% compared with the previous fiscal year, and
FA Division sales accounted for 29.4% of consolidated net sales.
[ROBOT Division]
In the ROBOT Division, sales increased significantly in China, compared with the previous fiscal year due to very strong
demand, mainly for EVs, logistics and renewable energy-related industries. Demand in the United States was very strong for
general industries and for the automobile industry with EV-related demand. Demand for general industries also remained verystrong in Europe, resulting in sales increasing significantly across the two regions. In Japan, sales increased due to strong
demand in the latter half of the period, mainly for general industries.
In terms of development, we expanded the lineup of the collaborative robot CRX series by developing three models of “FANUC
Robot CRX-5iA, CRX-20iA/L, and CRX-25iA,” with payloads of 5kg, 20kg, and 25kg, respectively, in addition to theconventional 10kg payload. The CRX-5iA is compact and suitable for desktop work. The CRX-20iA/L is a lightweight robot
with a mass of 41kg, and can therefore be placed on an unmanned conveyance vehicle or hand cart, and easily moved. The CRZ25iA has a high payload and can move over a wide range, making it ideal for palletizing in logistics operations, such astransporting cardboard boxes. We also developed the “FANUC Robot CR-35iB,” the successor to the 35kg payload green
collaborative robot. Compared with the conventional type, the robot mass has been reduced by 60% and the size by 20%, thereby
improving the ease of use with the significantly lighter and more compact design. Collaborative robots contribute to theautomation of various labor-intensive fields, including machining, welding, logistics, and assembly. Meanwhile, in the Delta
Robot series, we developed the “FANUC Robot DR-3iB/6 STAINLESS” using stainless steel for all parts. This robot is ideal
for transporting fresh food, etc. as it has excellent corrosion resistance due to its stainless steel body, and can be washed without
being disassembled due to its design which factors in drainage. These and other new products and functions are expected tofurther expand the applicable usages of FANUC robots.
The ROBOT Division posted consolidated sales totaling ¥356,984 million, up 33.0% compared with the previous fiscal
year. ROBOT Division sales accounted for 41.9% of consolidated net sales.
[ROBOMACHINE Division]
In the ROBOMACHINE Division, sales of ROBODRILLs (compact machining centers) decreased, compared with the previous
fiscal year due to a lull in demand in the personal computer, tablet, and smartphone markets, which had been very strong.
ROBOSHOTs (electric injection molding machines) maintained the same level of sales as the previous fiscal year due to strong
demand from IT-related and medical markets. Sales of ROBOCUTs (wire electrical-discharge machines) increased due to strong
demand from automobile component and medical markets.
In terms of development, in ROBODRILL, we reduced the cycle time and improved ease of use by enhancing the custom G codeof the “FANUC ROBODRILL α-DiB Plus series.” For ROBOSHOT, we added α-S300iB large-capacity injection specifications
with clamp tonnage of 300 tons to the latest model “FANUC ROBOSHOT α-SiB series” to strengthen support for large molded
products such as automotive parts. For ROBOCUT, we worked on improving the basic performance of the latest model“FANUC ROBOCUT α-CiC series.” In particular, the automatic wire feeding function has greatly reduced the time required
for wire feeding, and improved productivity during molding.
The ROBOMACHINE Division posted consolidated sales totaling ¥132,788 million, down 8.2% compared with the previous
fiscal year. ROBOMACHINE Division sales accounted for 15.6% 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 260 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 ¥112,071 million, up 19.6% compared with the previous fiscal year.
Service Division sales accounted for 13.1% of consolidated net sales.

17

【Approaches to IoT and AI】
With regard to IoT, we developed the 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. The utilization of widely used
information analysis tools enables optimized operation, quality, and maintenance activities, and enhances safety by also
ensuring the security of data input and output. In addition, the data to be analyzed can be customized, making it easier to link
to a host system such as a manufacturing execution system (MES). This contributes to the optimization of the manufacturingsite and the entire factory.
With regard to AI, we are promoting the development of more practical AI functions for use in all products of FA, ROBOT, andROBOMACHINE. We have released 10 types of AI functions so far, and each Research and Development Division is working to
improve and expand each of the functions, and broaden the applicable models. In addition, 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 that guarantees the quality of AI functions, and is making improvements to interpretability
in order to make it easier for users to accept the results output by 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, IoT Research & Development Division, ROBOT Mechanical Research and Development Division, ROBOT Software
Research and Development 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 the renovation of existing factories andthe construction of a warehouse for finished products in the Tsukuba area in order to increase production capacity of robots. 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 other investments in order to streamline
manufacturing and strengthen our service structure. Total capital investment during the fiscal year under review was ¥53,095
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
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 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 theother hand, the demand for factory automation is expected to grow over the mid-to-long term.
18

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 Robots, and between 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 with aneven greater focus on ease of use, in order to respond to the increase in demands for factory automation, as acquiring skilledworkers 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, in order to develop and launch highly competitive products to the market, we will proactively invest in research anddevelopment. 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.
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 and maintaining appropriate
inventory levels for parts.
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 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 thenecessary personnel and strengthen employee training. Through these initiatives, we will continue to enhance our human capital.
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.
With regard to infection disease, FANUC is prioritizing the prevention of infection among its customers, partners, employees
and their family members, and community along with containing its spread, while striving to continue to provide products andservices 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.
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.
19

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 andopportunities 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 IEASTEPS, IPCC RCP8.5, etc., for 4°C. For each scenario, we identified the risks and opportunities related to climate change, andquantitatively and qualitatively 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.)• Promotethe development of products that
contributetocustomers’
energysaving/robotization, and well-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 of20

identified risks and realize these opportunities in the future.
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 same emissions by FY2030 (in comparison with FY2020). Regarding Scope 3, we aim for 12.3%
reduction of emissions due to the use 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 2019(51st term)
508,252
102,816
73,371

FY 2020(52nd term)
551,287
128,744
94,012

FY 2021(53rd term)
733,008
213,395
155,273(Millions of yen)
FY 2022(54th term)
851,956
231,327
170,58776.38
1,512,499
1,362,865

98.02
1,625,191
1,435,554

161.901,783,964
1,549,879

178.55
1,873,536
1,627,555

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 FY2019.
2) The Company
Item
Net sales
Ordinary income
Net income
Net income per share (Yen)
Total assets
Net assets

FY 2019(51st term)
352,407
67,58654,69756.94
1,177,585
1,084,633

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(Millions of yen)
FY 2022(54th term)
635,002231,896
190,643
199.54
1,369,957
1,218,677

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 FY2019.
(6) Principal Businesses (As of March 31, 2023)
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.
21

22

(7) Principal Sites (As of March 31, 2023)
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, 2023)
Number of employees

The Company
The FANUC Group

4,515
9,432

23

(9) Principal Subsidiaries and Affiliated Companies (As of March 31, 2023)
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

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
Sale and maintenance services of ROBODRILL,ROBOSHOT and ROBOCUT€ 110,961
thousandWon 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

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

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

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
systems24

2. Matters Concerning the Shares of the Company (As of March 31, 2023)(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:

55,455(4) The ten largest shareholders:Number of shares(In thousands)

Percentage of equity
participation(%)

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

45,972

24.1

Custody Bank of Japan, Ltd. (Trust Account)

19,678

10.3

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

4,518

2.4

JPMorgan Chase Bank 380055

4,273

2.2

State Street Bank West Client - Treaty 505234

3,497

1.8

SSBTC Client Omnibus Account

3,365

1.8

BNYM AS AGT/CLTS NON TREATY JASDEC

3,012

1.6

The Bank of New York Mellon 140042

2,888

1.5

JPMorgan Chase Bank 385781

2,564

1.3

State Street Bank and Trust Company 505103

2,200

1.2

Name

Note:

(5)

The percentages of equity participation are calculated after subtracting the number of treasury shares (11,325 thousand
shares) from the total number of issued shares.

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)(6)

4,300 shares

Number of recipients
3

Other significant matters regarding shares

The Company at the meeting of the Board of Directors held on January 27, 2023, resolved to perform a 5-for-1 stock split ofcommon share, and amended the total number of shares authorized to be issued by the Company stipulated in the Articles ofIncorporation of the Company on the same day.
As a result, the total number of shares authorized to be issued by the Company is 2,000,000,000 and the total number ofissued shares is 1,009,546,985.

25

3. Directors of the Company(1) Names of Directors, etc. (As of March 31, 2023)
Position
Representative Director, Chairman
Representative Director,
President and CEO
Director
Director
Director
Director

Responsibilities
or significant concurrent posts of other entities

Name
Yoshiharu Inaba
Kenji Yamaguchi
Michael J. Cicco

President and CEO, FANUC America Corporation

Kazuo Tsukuda

Honorary Advisor of Mitsubishi Heavy Industries, Ltd.

Naoko Yamazaki

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

Hiroto Uozumi

President & CEO of Atomic Energy Association

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
Member)Yasuo Imai

Senior Advisor of AIR WATER INC.

Director (Audit and Supervisory Committee
Hidetoshi Yokoi
Member)Professor Emeritus of the University of Tokyo

Director (Audit and Supervisory Committee
Member)Senior Partner, Nishi & Partners Attorneys and Counselors at Law

Notes:

Mieko Tomita

1. Directors Kazuo Tsukuda, Naoko Yamazaki, Hiroto Uozumi, 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.
Representative Director, President and CEO Kenji Yamaguchi is also Chairman of the Japan Robot Association.
Outside Director Kazuo Tsukuda is also an 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) Mieko Tomita is also an Outside Director (Audit &Supervisory Committee Member) 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, Naoko Yamazaki, Hiroto Uozumi, 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.

26

(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
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 theCompany’s common stock takes place, or if other similar circumstances arise in which adjustments become
necessary to the total number of shares of the Company’s Restricted Stock to be allotted.
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.

27

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

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

Total amount of
remuneration,etc. (million
yen)

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

1,113
(54)

432
(54)

587
(—)

94
(—)

Number of
eligible officers

7(4)

Directors who are Audit
and Supervisory Board
144
144
5
Members
—
—
(54)
(54)
(3)
(of which, Outside
Directors)
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.

28

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

Naoko Yamazaki

Hiroto Uozumi

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.
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 10 meetings of the Board of Directors after his appointment as Outside
Director on June 29, 2022. He possesses wide experience and knowledge obtained as along-serving corporate executive, and the Company expects him to serve a supervisory
function from those perspectives. He fulfilled an appropriate role as an Outside Directorof the Company, including supervising and providing advice about the execution of theCompany’s business, such as speaking out whenever necessary from those perspectives inmeetings of the Board of Directors. He also attended the Nomination and Remuneration
Committee as a Committee Member and expressed his opinions whenever necessary.
He attended all of 12 meetings of the Board of Directors and all of 14 meetings of the
Audit and Supervisory Committee. He possesses wide experience and knowledge
obtained as a long-serving government official and corporate executive, 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 andproviding 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 attended all 12 meetings of the Board of Directors and all 14 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 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 and 13 of 14 meetings of the
Audit and Supervisory Committee. She possesses wide experience and knowledge
obtained as a lawyer, and the Company expects her to serve a supervisory function fromthose perspectives. She 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 also attended the Nomination andRemuneration Committee as a Committee Member and expressed her opinions whenevernecessary.

29

Consolidated Balance Sheet(As of March 31, 2023)
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 Account1,873,536(Liabilities)
1,061,740 Current liabilities
512,528
Notes and accounts payable, trade24,824
Accrued income taxes
137,961
Warranty reserves
16,700
Other current liabilities
157,888 Long-term liabilities
92,098Net defined benefit liability
100,591
Other long-term liabilities
20,549(1,399)(Net assets)
Shareholders’ equity
811,796
Common stock
588,696
Capital surplus
Retained earnings
325,102
Treasury stock, at cost
55,089 Accumulated other comprehensive
158,055 income
33,102
Valuation difference on
17,348available-for-sale securities
10,855
Foreign currency translation adjustment
212,245
Remeasurements of defined benefit
159,500plans
46,461 Non-controlling interests
5,444
1,302
(462)
1,873,536
Total(Millions of yen)Amount245,981
183,955
56,93525,736
11,222
90,06262,02655,201
6,825
1,627,555
1,550,735
69,01496,265
1,515,662(130,206)
64,641
13,71867,937(17,014)
12,1791,873,536

Consolidated Statement of Income(April 1, 2022 through March 31, 2023)(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
Impairment losses
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

851,956
526,549
325,407
134,048
191,359
43,225
5,761
37,464
3,257
3,257
231,327
1,224
1,224
230,10356,18966,853(10,664)
173,914
3,327
170,58730

Non-Consolidated Balance Sheet(As of March 31, 2023)
Titles of AccountTitles of Account(Millions of yen)Amount(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

151,280
111,391
45,46818,206
19,323
19,1455,615
3,634
39,88937,705
2,184(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

1,218,677
1,205,266
69,01496,327
96,057270
1,170,131
8,252
1,161,879
311,800
32
303,580
546,467(130,206)
13,411
13,411

Amount(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

1,369,957
692,130
362,954
17,25980,02515,00028,65578,366
96,691
13,508(328)
677,827
489,300

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

262,586
49,444
134,532
21,345
21,393
6,893
181,634
32,843110,069
35,025
2,942
1,124
(369)

Total

1,369,957

Non-Consolidated Statement of Income(April 1, 2022 through March 31, 2023)(Millions of yen)Amount635,002435,903
199,099
70,897
128,202106,790103,139
3,651
3,096
3,096
231,896
231,896
41,25342,265(1,012)
190,643

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

31

1,369,957

Accounting Auditors’ Report Related to the Consolidated Financial Statements (Translation)
REPORT OF INDEPENDENT AUDITORSMay 23, 2023

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, 2022 through March 31, 2023.
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 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 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.

32

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 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

33

Accounting Auditors’ Report Related to the Non-Consolidated Financial Statements (Translation)
REPORT OF INDEPENDENT AUDITORSMay 23, 2023

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 54th fiscal year from April 1, 2022 through March 31, 2023.
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, 2023, 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

34

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 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

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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 54th
fiscal year from April 1, 2022 to March 31, 2023. 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 andSupervisory 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 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, 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, 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, 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.

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Audit and Supervisory Committee
FANUC CORPORATION
Katsuo Kohari
Audit and Supervisory Committee Member (Standing)
Katsuya Mitsumura(seal)
Audit and Supervisory Committee Member
Yasuo Imai
Audit and Supervisory Committee Member (Outside)
Hidetoshi Yokoi
Audit and Supervisory Committee Member (Outside)
Mieko Tomita
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.

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