(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 thetranslation.
(Securities code: 6954)
June 8, 2017

To Our Shareholders

Kenji Yamaguchi
Representative Member of the Board
President

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

Dear Shareholders,

Notice of Convocation of
The 48th Ordinary General Meeting of Shareholders

You are cordially invited to attend the 48th Ordinary General Meeting of Shareholders of FANUC CORPORATION.
The meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights by either of the following methods.
Hence, please review the Reference Materials for the Ordinary General Meeting of Shareholders and exercise yourvoting rights by 5:00 p.m. (Japan time), Wednesday, June 28, 2017.
[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 theform to us by the above-mentioned deadline.
[Exercise of voting rights by electronic methods (the Internet)]
Please access the website (http://www.tosyodai54.net) and enter your votes for or against each of the proposals inaccordance with the guidance on the screen by the above-mentioned deadline. If you have any questions, please contact theadministrator of FANUC CORPORATION’s shareholder register, Tokyo Securities Transfer Agent Co., Ltd. (Phone:
0120-88-0768).
Description
1. Date:Thursday, June 29, 2017, 10:00 a.m.

2. Place:

Main Hall, 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 non-consolidated financial statements, theconsolidated financial statements and the results of audit of the consolidated financial
statements by the Accounting Auditors and the Audit & Supervisory Board for the 48th
fiscal year (from April 1, 2016 to March 31, 2017).

Matters to be resolved:
Item 1: Dividends of Surplus
Item 2: Partial Amendment to the Articles of Incorporation
Item 3: Election of Thirteen (13) Directors
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.
* When attending the meeting, please hand the enclosed Voting Rights Exercise Form to the receptionist.
* Part of the Attachments to the Notice of Convocation of the General Meeting of Shareholders to be provided to you shallbe deemed to be delivered to you by posting them on our Internet website (http://www.fanuc.co.jp).
* In the event of any revision of the Attachments to the Notice of Convocation of the General Meeting of Shareholders andthe Reference Materials for the Ordinary General Meeting of Shareholders, it will be posted on our Internet website(http://www.fanuc.co.jp).
1Attachments to the Notice of Convocation of the General Meeting of Shareholders
BUSINESS REPORT(April 1, 2016 through March 31, 2017)
1.

Summary of Current Status of the FANUC Group(1) Business trends and achievements
During this period, the business environment surrounding the FANUC Group was marked by steady demand for capital
investment in the Americas, and unchanged levels of demand in Japan and Europe. In China and other Asian economies,signs of recovery were observed from around the end of the period.
Under these circumstances, the FANUC Group strived to earn customer trust in our products and services to an even greater
extent, by becoming united as one group under the slogans “one FANUC,” “Reliable / Predictable / Easy to Repair,” and“Service First.” In addition, we pushed ahead with initiatives to stabilize and further develop our future business, byproceeding with the application of AI technology to our products as well as accelerating support for IoT mainly throughpreparations for the startup of the FIELD system (FANUC Intelligent Edge Link and Drive system).
During the fiscal year ended March 31, 2017, FANUC posted consolidated net sales totaling ¥536,942 million, down 13.9%,
consolidated ordinary income totaling ¥168,829 million, down 26.4%, and consolidated net income totaling ¥127,697
million, down 20.0%, compared with the previous fiscal year.
(Note): “Net income” in “Summary of Current Status of the FANUC Group” means “Net income attributable toshareholders of parent company” in the Consolidated Statement of Income.
Regarding capital investment of this period, we completed the construction of new factories for CNCs, servo motors andothers in Mibu-machi, Tochigi Prefecture. Production in these factories was commenced partially in last October.
Furthermore, we proceeded with the acquisition of a site for a new robot factory in Chikusei City, Ibaraki Prefecture inorder to meet the growing demand for robots in the future. We also pushed ahead with the continued expansion of R&D
facilities for the purpose of pursuing “enhanced reliability” and “greater speed” in research and development.
During this period, the Green robot, “FANUC Robot CR-35iA,” that can work together with human operators without
safety fences, was awarded the 2016 Okochi Memorial Production Prize by the Okochi Memorial Foundation for being a“highly efficient assembly system through collaborative work between collaborative robots and humans.”
The following is a summary of the results for each business division:[FA Division]
The machine tool industry, the primary market for FANUC CNC systems, experienced an increase in short-term demand in
China at the beginning of the period and showed signs of an overall recovery trend in China and other Asian economies
from around the end of the period, despite continued severe difficulties mainly in Europe. Sales in Japan remained steady.
Under these circumstances, net sales of CNC systems of the FANUC Group increased compared with the previous fiscal
year.
In terms of development, “Fine Surface Technology,” a control technology capable of realizing high-quality machining at asuperior level, was developed for the nano CNCs, “FANUC 30i series” that deliver high-speed, high-quality machining,
and for the FANUC’s global-standard CNCs, “FANUC 0i series.” In addition, “Smart Machine Control,” which conducts
motor control while monitoring machine conditions and is a function group differentiated from conventional motor control,
was further enhanced during this period. Furthermore, the CNCs for general industrial machines, the Power Motion series
were given various upgrades and additional functions, including significant enhancement of basic performance and cycle2

time reduction.
In the servo field, the lineup of the “SYNCHRONOUS BUILT-IN SPINDLE MOTOR BiS-B series” was expanded, andtheir performance including output was enhanced. Furthermore, spindle motors received additional functions related toreduction of machining time and improvement of movement stability, among other changes. In addition, a tool wasdeveloped that allows customers to select motors appropriate for them according to machine specifications.
FANUC laser sales were sluggish domestically and abroad.
In terms of development, the lineup of the fiber laser oscillators “FANUC FIBER LASER series” was completed, ranging
from 500W to 6000W, as a result of adding models with an output of 500W and 1000W. The models with an output of
1000W or less are highly expected to be applied to laser multi-tasking machines and to expand sales in fields such as 3D
additive manufacturing (3D printing) using metal.
The FA Division posted consolidated sales of ¥175,016 million, up 2.8% compared with the previous fiscal year, and FA
Division sales accounted for 32.6% of consolidated net sales.
[ROBOT Division]
Sales of robots remained steady in the Americas and Europe, despite a trough in facility investments in the automobile
industry, etc. during the first half of this period. In China, the growth of demand was striking. In Japan, sales were favorable
mainly to the automobile industry.
New developments included the enhancement of our green “Collaborative Robots,” which do not require a safety fence andenable robots and humans to work together, with the addition of three models of small payload types, which can be expected
to expand sales in general industries. In the multi-purpose intelligent “FANUC Robot R-2000iC series,” which is theculmination of FANUC’s long years of experience and technology, an upside-down mount type 220 kg payload model anda 210 kg payload model water-proof for washing were newly developed to expand the lineup. Additionally, in themedium-sized intelligent handling “FANUC Robot M-20iB/25 series,” a model with enhanced dustproof, waterproof andrustproof performance was developed. Sales of such robots are expected to expand into various fields including food andpharmaceuticals industries. With such new products and new functions, the range of application of FANUC robots isanticipated to expand further.
The ROBOT Division posted consolidated sales of ¥190,043 million, up 0.9% compared with the previous fiscal year.
ROBOT Division sales accounted for 35.4% of consolidated net sales.
[ROBOMACHINE Division]
Sales of the ROBODRILL (small machining center) remained steady for automobile and motorcycle parts processing, andshort-term IT-related demand began to show some movement from the fourth quarter. However, sales declined comparedwith the previous fiscal year when there was a strong contribution from short-term IT-related demand.
On the development front, the “FANUC ROBODRILL α-DiB series,” which has a completely new CNC screen, shortens
cycle time and has added a high performance specification model in its lineup, was developed as a successor model to the“FANUC ROBODRILL α-DiA series.” This series has already been well-received by the market.
Demand for the ROBOSHOT (electric injection molding machine) remained unchanged except IT-related demand, but
overall sales decreased slightly due to the lack of full-scale recovery of IT-related demand.
In the electric injection molding “FANUC ROBOSHOT α-SiA series,” the horizontal second injection unit, “FANUCROBOSHOT SI-300HA” was developed. As a result of this, relatively large-size moldings can be supported, andcombination with the vertical second injection unit, “FANUC ROBOSHOT SI-20A” enables “three components molding.”
This in turn is expected to further broaden the scope of application.
Sales of the ROBOCUT (wire-cut electric discharge machine) remained unchanged. The total of accumulated shipment
volume surpassed 30,000 units in March 2017.
On the development front, the “FANUC ROBOCUT α-CiB series” was developed as a successor model to the wire-cut
3electric discharge machine “FANUC ROBOCUT α-CiA series.” The basic performance was enhanced and large-size
specifications were added to the lineup to enable large die machining, to expand the scope of application. This series has
already been well received by the market.
As for the ROBONANO (ultra-precision machine), the ultra-precision “FANUC ROBONANO α-NMiA,” a machining
system to which FANUC’s latest FA technology was applied, was developed. This machine has greatly improved
machining surface accuracy and surface quality compared with the previous model, and the scope of application is highly
expected to expand commensurate with the expanded machining area of work.
Regarding ROBOMACHINE products, the Quick & Simple Startup Package (QSSP) was developed to provide the
ROBOMACHINE and ROBOT in a package. This significantly reduces man-hours for system design and system start-up,
making it easier to automate manufacturing sites.
As a result, the ROBOMACHINE Division posted consolidated sales of ¥93,939 million, down 48.7% compared with theprevious fiscal year. ROBOMACHINE Division sales accounted for 17.5% of consolidated net sales.
[Service Division]
The Service Division, under the slogan of “Service First,” offered rapid maintenance services in order to minimize
downtime in our customers’ factories, providing high-level services throughout the world and practicing “lifetime
maintenance”.
The Service Division posted consolidated sales of ¥77,944 million, down 4.8% compared with the previous fiscal year.
Service Division sales accounted for 14.5% of consolidated net sales.
【Efforts for AI and IoT】
FANUC is considering the application of AI technology, with the cooperation of Preferred Networks, Inc. in all productgroups of the FA, ROBOT and ROBOMACHINE Divisions sequentially. Going forward, FANUC will further promote theintroduction of intelligence to its products by utilizing AI technology more specifically in order to differentiate itself fromother companies and to add value.
As for support for IoT, FANUC proceeded with preparations for the FANUC Intelligent Edge Link and Drive (FIELD)
system prior to the its release in October of this year, in addition to the existing LINKi function of the FA andROBOMACHINE products and ZDT (Zero Downtime function) of the ROBOT products. The FIELD system is an IoTproduct that connects various equipment in manufacturing sites to improve productivity, and its major characteristic is thatthe system is able to process information on a real-time basis at the edge (machining site, assembly site) of manufacturing
sites. Another major characteristic is that the system is an open platform in which various companies can participate.
The combination of the FIELD system and AI technology is expected to have an even greater synergy effect. In other words,
the application of the AI technology (deep learning technology) of Preferred Networks to the FIELD system will further
enhance the performance of intelligent functions of products and allow the result thereof to be shared by IoT.
【Research and Development】
During this period, in order to further improve the research and development environment, FANUC expanded its
laboratories. In addition, the Reliability Evaluation Building was constructed to further strengthen efforts to enhance
product reliability. In this environment, in an effort to contribute to automating and increasing efficiency in customers’
manufacturing, FANUC’s CNC Hardware Laboratory, CNC Software Laboratory, SERVO Laboratory, Laser Laboratory,
ROBOT Mechanical Development Laboratory, ROBOT Software Development Laboratory, ROBODRILL Laboratory,
ROBOSHOT Laboratory, ROBOCUT Laboratory, and ROBONANO Research Department focused on developing various
new competitive products and features by raising the level of “high performance” and “intelligence” rooted in highreliability, and successfully launched them in the market.
FANUC’s Basic Laboratory engaged in research and development of next-generation element technologies applicable to
FANUC products.
4

(2) Capital Investment
FANUC constructed new factories for CNCs, servo motors and others in Mibu-machi, Tochigi Prefecture. It also
proceeded with the acquisition of a site for a new robot factory in Chikusei City, Ibaraki Prefecture. At its headquarters, theexpansion of laboratories was continued. In addition, investments were made mainly with the aim of future growth,
including other investments to streamline production, etc.
Total capital investment during the fiscal year under review was ¥89,527 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
Going forward, it is anticipated that the US market will remain strong, and continued signs of recovery will be observed in
China and other Asian economies. The FANUC Group will firmly deal with demand, while making all-out efforts to
expand sales in Europe.
Despite these trends, however, the situation is expected to remain challenging and unpredictable as a whole, due to foreignexchange movements and concerns over geopolitical risks and other factors.
Even under these circumstances, the FANUC Group, looking ahead to the future, will continue management based on along-term perspective that is not affected by short-term events.
Based on this fundamental thought and the slogan of “one FANUC,” the FANUC Group shall take maximum advantage of
our unique strength in uniting our FA, ROBOT and ROBOMACHINE Divisions to jointly provide total solutions and takecare of customers throughout the world.
In addition, the FANUC Group will adhere to its origins as a producer of equipment to be used in manufacturing sites, andshall be thorough in implementing our slogan of “Reliable / Predictable / Easy to Repair” in product development, in orderto minimize downtime in our customers’ factories and improve the operation rate. At the same time, as a supplier of capital
goods, we will fulfill our supplier responsibility to customers by ensuring our production system that customers can rely on.
Furthermore, we shall practice our basic policy of “Service First” in providing high-level services pursuant to FANUC’s
global standard anywhere in the world, and “lifetime maintenance” for as long as our customers use our products.
FANUC believes that AI and IoT are indispensable technologies in order for FANUC to continue developing and launching
highly competitive products in the market. By proactively adopting these technologies in all areas of the FA, ROBOT and
ROBOMACHINE products, we will further promote customers’ production efficiency.
United as one group in the promotion of these measures, we will continue to ensure the practice of “Strict Preciseness andTransparency,” the principle of FANUC since its foundation, and make efforts to earn customer’ confidence and trust to aneven greater extent in the FANUC Group and become a company that will last forever.
Thank you for your continued support and assistance to FANUC.

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

FY 2013(45th term)
450,976
174,360
110,930
566.86
1,343,904
1,199,863

FY 2014(46th term)
729,760
311,951
207,599
1,061.02
1,611,626
1,386,695

FY 2015(47th term)
623,418
229,361
159,700
816.781,512,895
1,334,910(Millions of yen)
FY 2016(48th term)
536,942
168,829
127,697658.63
1,564,769
1,369,457

FY 2013(45th term)
324,469
133,428
86,998444.56
1,118,523
1,025,253

FY 2014(46th term)
554,448
264,534
181,327926.74
1,317,514
1,160,363

FY 2015(47th term)
457,479
190,242140,084716.46
1,231,054
1,128,807(Millions of yen)
FY 2016(48th term)
399,111
141,733
112,393579.701,271,871
1,155,279

2) The Company
Item
Net sales
Ordinary income
Net income
Net income per share (Yen)
Total assets
Net assets(6) Principal Businesses
The principal businesses of the FANUC Group are the development, manufacture, sale, and maintenance service of the
products described in the following table:
Division
FA Division
ROBOT Division
ROBOMACHINE Division

Main products
CNC systems (CNC and servo motors), lasers
Robots (including robot systems)
ROBODRILL (small machining centers), ROBOSHOT (electric injection molding
machines), ROBOCUT (wire-cut EDMs), ROBONANO (ultra-precision machines)(7) Principal Sites
Head office
Laboratories

Branches

Factories
Training Centers

Oshino-mura, Minamitsuru-gun, Yamanashi Prefecture
CNC Hardware Laboratory, CNC Software Laboratory, SERVO Laboratory, Laser
Laboratory, ROBOT Mechanical Development Laboratory, ROBOT Software
Development Laboratory, ROBODRILL Laboratory, ROBOSHOT Laboratory,
ROBOCUT Laboratory, ROBONANO Research Department, Basic Laboratory(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 Training Center (Yamanakako-mura, Minamitsuru-gun, Yamanashi
Prefecture)6(8) Employees
Number of employees

The Company
The FANUC Group

3,246
6,738

(9) Principal Subsidiaries and Affiliated Companies
1) Principal Subsidiaries
Percentage of equity
Company name
Capital stock
participation (%)

Principal businesses

FANUC America
Corporation

US$157,300
thousand100

FANUC Europe
Corporation€ 110,961
thousand100

KOREA FANUCCORPORATION

Won 32,364 million

TAIWAN FANUCCORPORATION

NT$1,448 million

100

FANUC INDIA
PRIVATE LIMITED

Rupee 290 million

100

FANUC
PERTRONICS LTD
FANUC SERVO LTD¥327 million

91¥450 million

100

Development, manufacture, sale and maintenanceservices of robots and robot systems as well as saleand maintenance services of CNC systems, lasers
and ROBODRILL
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 CNC systems,
lasers, robots, ROBODRILL, ROBOSHOT and
ROBOCUT as well as manufacture, sale andmaintenance services of robot systems
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
Sale and maintenance services of CNC systems,
robots, ROBODRILL, ROBOSHOT and
ROBOCUT as well as maintenance services of lasers
Manufacture of parts of CNC systems, lasers, robots,
ROBODRILL, ROBOSHOT and ROBOCUT
Manufacture of servo motors

Principal businesses

2) Principal Affiliated Companies

94

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

2.

Knock-down manufacture, sale and maintenanceservices of CNC systems as well as sale andmaintenance services of lasers
Sale and maintenance services of robots,
ROBODRILL, ROBOSHOT and ROBOCUT as
well as manufacture, sale and maintenance servicesof robot systems

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

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

204,072,715 shares(3) Number of shareholders:

53,5107

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

Percentage of equity
participation(%)

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

22,859

11.8

Japan Trustee Services Bank, Ltd. (Trust Account)

15,5128.0

State Street Bank and Trust Company

10,023

5.2

State Street Bank and Trust Company 505001

5,959

3.1

Japan Trustee Services Bank, Ltd. (Trust Account 5)

3,725

1.9

3,513

1.8

3,440

1.8

State Street Bank West Client - Treaty 505234

2,943

1.5

State Street Bank and Trust Company 505225

2,939

1.5

Japan Trustee Services Bank, Ltd. (Trust Account 7)

2,784

1.4

Name

Trust & Custody Services Bank, Ltd. (Securities Investment
Trust Account)
Citibank, N.A. - NY, as Depositary Bank for Depositary
Shareholders

Note:

The percentages of equity participation are calculated after subtracting the number of treasury shares (10,217
thousand shares) from the total number of issued shares.

3. Directors and Audit & Supervisory Board Members(1) Names of Directors and Audit & Supervisory Board Members, etc.
Responsibilities or significant concurrent posts of other
PositionNameentities
Representative Member of the Board,
Chairman and CEO
Representative Member of the Board,
President and COO
Representative Member of the Board,
Senior Executive Vice President and CTO
Representative Member of the Board,
Senior Executive Vice President and CFO
Member of the Board,
Executive Vice President
Member of the Board,
Executive Vice President
Member of the Board,
Executive Vice President
Member of the Board,
Executive Vice President
Member of the Board,
Executive Vice President
Member of the Board
Member of the Board
Member of the Board

Yoshiharu Inaba

Member of the Board

Masato Ono

Standing Audit & Supervisory Board
MemberStanding Audit & Supervisory Board
MemberAudit & Supervisory Board Member

Shunsuke Kimura

Audit & Supervisory Board Member

Masaharu Sumikawa

Audit & Supervisory Board Member

Hajime Harada

Kenji Yamaguchi

General Manager, FA Business Division

Hiroyuki Uchida

General Manager, ROBOMACHINE Business Division

Yoshihiro Gonda

General Manager, Corporate Administration Division

Kiyonori Inaba

General Manager, ROBOT Business Division

Hiroshi Noda

Vice General Manager (R&D), FA Business Division

Katsuo Kohari
Shunsuke Matsubara

Vice General Manager (Sales), FA Business Division,and General Manager, Service Division
General Manager, Research & Development Administration Division

Toshiya Okada

Vice General Manager, Corporate Administration Division

Richard E. Schneider
Kazuo Tsukuda
Yasuo Imai

Chairman (Member of the Board) of FANUC America Corporation
Senior Corporate Advisor of Mitsubishi Heavy Industries, Ltd.
President, Chief Operating Officer (Member of the Board) of AIR
WATER INC.
President and Representative Director of Total Insurance Service
LimitedNaoki Shimizu
Takeo Nakagawa

Professor Emeritus of the University of Tokyo
Chairman and CEO of Fine Tech Co., Ltd.
Non-regular employee for specialized duties, Hitachi Ltd.
(former Executive Vice President and Executive Officer, Hitachi Ltd.)
Lawyer8

Notes:

1. Directors Kazuo Tsukuda, Yasuo Imai and Masato Ono are Outside Directors.
2. Audit & Supervisory Board Members Takeo Nakagawa, Masaharu Sumikawa and Hajime Harada are Outside Audit& Supervisory Board Members.
3. Outside Director Yasuo Imai assumed the office of Director, Vice Chairman of the Board of AIR WATER INC. on
April 1, 2017.
4. Other significant concurrent posts:
Outside Director Kazuo Tsukuda is also an Outside Director of Mitsubishi Research Institute, Inc., Outside Directorof Keihan Holdings Co., Ltd. and Outside Director (Audit and Supervisory Committee Member) of Yamaguchi
Financial Group, Inc. He was also an Outside Director of Mitsubishi Corporation, from which position he retired onJune 24, 2016.
Outside Director Masato Ono is also an Outside Director of Nippon Light Metal Holdings Company, Ltd.
Outside Audit & Supervisory Board Member Takeo Nakagawa is also an Outside Director of TSUGAMICORPORATION and Outside Director (Audit & Supervisory Committee Member) of OSG CORPORATION, andnewly assumed the office of Member of the Board of Sharp Corporation on August 12, 2016. He was also an
Outside Director of Nippon Pillar Packing Co., Ltd., from which position he retired on June 24, 2016.
None of the companies in which the Outside Directors or Outside Audit & Supervisory Board Members
concurrently hold posts have special relations with FANUC CORPORATION.
5. The Company has named the three Outside Directors Kazuo Tsukuda, Yasuo Imai and Masato Ono as Independent
Directors and the three Outside Audit & Supervisory Board Members Takeo Nakagawa, Masaharu Sumikawa andHajime Harada as Independent Auditors as defined by the Tokyo Stock Exchange and has duly notified the Tokyo
Stock Exchange.

(2) Total amount of remuneration, etc., payable to the Directors and Audit & Supervisory Board Members
The total amount of remuneration, etc. payable to the Directors for the fiscal year under review was ¥2,845 million (for14 Directors).
The total amount of remuneration, etc. payable to the Audit & Supervisory Board Members for the fiscal year underreview was ¥216 million (for 5 Audit & Supervisory Board Members).
Of the above, the total amount of remuneration, etc. payable to the Outside Directors and Outside Audit & Supervisory
Board Members was ¥108 million (for 3 Directors and 3 Audit & Supervisory Board Members).
The upper limit of the total annual remuneration for Directors was set at the total amount of followings by resolution of
the 37th Ordinary General Meeting of Shareholders of June 28, 2006.
1) Fixed annual aggregate ceiling amount of ¥1 billion
2) Variable aggregate ceiling amount, which is set at the consolidated net profit of each half year multiplied by 1/25 ofthe dividend payout ratio (%). (It should be noted, however that the variable amount for the first half of the fiscal
year shall be paid in the second half of the relevant fiscal year and that for the second half shall be paid in the firsthalf of following fiscal year.)
Note: The payout ratio (%) shall be calculated in accordance with the following formulafor each half year:
Payout ratio for the first half of the fiscal year (April to September)= Amount of interim dividend per share for said period
÷ Consolidated net income per share for said period × 100
Payout ratio for the second half of the fiscal year (October to March next year)= Amount of year-end dividend per share for said fiscal year÷ (Consolidated net income per share for said fiscal year
－ consolidated net income per share for first half of said fiscal year) × 100
The upper limit of the total annual remuneration for Audit & Supervisory Board Members was set at 250 million yen byresolution of the 45th Ordinary General Meeting of Shareholders of June 27, 2014.

(3) Matters concerning the Outside Directors and Outside Audit & Supervisory Board Members
Major activities
Name
Kazuo Tsukuda

Major activities
He attended 12 out of 13 meetings of the Board of Directors, and provided advice whenevernecessary, based on his wide experience and knowledge he had obtained as a long-serving
corporate executive.

Yasuo Imai

He attended all of 13 meetings of the Board of Directors, and provided advice whenevernecessary, based on his wide experience and knowledge he had obtained as a long-serving
corporate executive.
He attended all of 13 meetings of the Board of Directors, and provided advice whenevernecessary, based on his wide experience and knowledge he had obtained as a long-serving
corporate executive.

Masato Ono

9Takeo Nakagawa
Masaharu Sumikawa
Hajime Harada

He attended all of 13 meetings of the Board of Directors and all of 3 meetings of the Audit &Supervisory Board, and provided advice whenever necessary, based on his wide experienceand knowledge as a university professor and corporate executive.
He attended all of 13 meetings of the Board of Directors and all of 3 meetings of the Audit &Supervisory Board, and provided advice whenever necessary, based on his wide experienceand knowledge he had obtained as a long-serving corporate executive.
He attended all of 13 meetings of the Board of Directors and all of 3 meetings of the Audit &Supervisory Board, and provided advice whenever necessary, based on his wide experienceand knowledge as a lawyer.

10Non-Consolidated Balance Sheet(As of March 31, 2017)(Millions of yen)
Titles of AccountAmountTitles of AccountAmount116,592
78,39026,724
11,396
14,293
19,972
2,882
3,123
38,20235,3572,845(Total Assets)
Current assets
Cash and deposits
Notes receivable – trade
Accounts receivable – trade
Securities
Merchandise and finished goods
Work in process
Raw materials and supplies
Deferred tax assets
Other
Allowance for doubtful accounts

1,271,871
753,518
431,661
14,17558,514145,000
15,12038,511
13,087
12,35525,420(325)(Liabilities)
Current liabilities
Accounts payable
Accrued expenses
Accrued charge
Income taxes payable
Warranty reserves
Other
Long-term liabilities
Reserve for employees’ retirement benefits
Other

Fixed assets
Tangible fixed assets
Buildings
Machinery and equipment
Lands
Construction in progress
Other
Intangible fixed assets
Investments and other assets
Investment securities
Stocks of subsidiaries and affiliates
Deferred tax assets
Other
Allowance for doubtful accounts
Total

518,353367,727
169,677
39,596
120,703
18,85518,896
4,060
146,566
25,025
108,101
13,34992(1)1,271,871(Net assets)
Shareholders' equity
Capital stock
Capital surplus
Legal capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Treasury stock
Valuation and translation adjustments
Valuation difference on available-forsale securities

Total

Non-Consolidated Statement of Income(April 1, 2016 through March 31, 2017)(Millions of yen)Amount399,111
246,702
152,40944,430107,979
35,152
25,563
9,589
1,398
1,398
141,733
141,733
29,34035,182(5,842)
112,393

Titles of AccountNet sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest and dividends income
Miscellaneous income
Non-operating expenses
Miscellaneous loss
Ordinary income
Income before income taxes
Income taxes
Income taxes – current
Income taxes – deferred
Net income

11

1,155,279
1,146,872
69,014
96,057
96,057
1,072,478
8,252
1,064,226(90,677)
8,407
8,407

1,271,871

Non-Consolidated Statement of Changes in Shareholders’ Equity, Etc.
(April 1, 2016 through March 31, 2017)(Millions of yen)
Shareholders’ equity
Capital surplus
Retained earnings
Legal
Other
Total
Legal
Other
Total
capitalcapitalcapitalretainedretainedretained
surplussurplussurplusearnings
earnings
earnings

Capitalstock
Balance at March 31, 2016

69,014

96,057

1,041,833

1,050,085

Dividends of retained earnings(76,623)(76,623)

Net income

112,393

112,393(13,377)(13,377)－

96,057

8,252

Changes during this term

Purchase of treasury stock
Disposal of treasury stock2

2

Cancelation of treasury stock
Net change in items other thanshareholders’ equity during thistermTotal changes during this term

(2)

(2)

Balance at March 31, 2017

－

－

－

－

－

22,39322,39369,014

96,057－

96,0578,252

1,064,226

1,072,478

Shareholders’ equity

Balance at March 31, 2016

Treasury stock

Total
shareholders’equity(90,574)

1,124,582

Valuation and translation
adjustments
Valuation
Total valuationdifference onand translation
available-foradjustments
sale securities
4,225
4,225

Total net assets

1,128,807

Changes during this term:
Dividends of retained earnings(76,623)(76,623)

Net income

112,393

112,393

Purchase of treasury stock(13,483)(13,483)(13,483)

Disposal of treasury stock

1

3

3

Cancelation of treasury stock
Net change in items other thanshareholders’ equity during thistermTotal changes during this term

13,379

－

－

(103)

Balance at March 31, 2017

(90,677)

4,182

4,182

4,182

22,290

4,182

4,182

26,472

1,146,872

8,407

8,407

1,155,279

12

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

May 16, 2017

We have audited the balance sheet, the statement of income, the statement of changes in shareholders’ equity,
the notes to non-consolidated financial statements, and the supplementary financial schedules of FANUCCORPORATION (the “Company”) applicable to its 48th fiscal year from April 1, 2016 to March 31, 2017,
pursuant to Article 436, Paragraph 2, Item 1 of the Companies Act of Japan.
Responsibility of the Company’s Management for Financial Statements, etc.
The responsibility of the Company’s management is to prepare and properly present the financial statements
and the supplementary financial schedules in conformity with corporate accounting standards generally acceptedin Japan. It includes the establishment and enforcement of internal control that the Company’s management
deems necessary, to prepare and properly present the financial statements and the supplementary financial
schedules without material misstatement due to misconducts or errors.
Responsibility of Accounting Auditors
Our responsibility is to express an opinion on these financial statements and the supplementary financial
schedules from an independent standpoint based on our audit. We conducted our audit in accordance withauditing standards generally accepted in Japan. Those auditing standards require us to plan and perform the audit
to obtain reasonable assurance as to whether the financial statements and the supplementary financial schedules
are free of material misstatement.
An audit includes performing procedures to obtain auditing evidence supporting the amounts and thedisclosures in the financial statements and the supplementary financial schedules. An auditing procedure isselected and applied, in our estimation, based on the assessment of a risk of material misstatement due tomisconducts or errors in the financial statements and the supplementary financial schedules. The purpose of theaudit is not to express an opinion on the effectiveness of internal control, but, in the assessment of risks, weevaluate the internal control in relation to the preparation and proper presentation of the financial statements andthe supplementary financial schedules to make proper auditing procedures suited for the situation. An audit also
includes assessing the accounting policies and methods of application thereof employed by management andestimates made by management, as well as evaluating the overall presentation of the financial statements and the
supplementary financial schedules.
We believe that our audit provides a reasonable basis for our opinion.
Opinion of Auditors
We are of the opinion that the above financial statements and the supplementary financial schedules present
properly the financial position and profit and loss for the period related to the financial statements and the
supplementary financial schedules in all material respects in conformity with corporate accounting standards
generally accepted in Japan.
Interest
Our firm and engagement partners have no interest in the Company which is required to be disclosed under
the provisions of the Certified Public Accountants Act of Japan.
Ernst & Young ShinNihon LLC
Hitoshi Yonemura (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Isamu Ando (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

13

Consolidated Balance Sheet(As of March 31, 2017)
Titles of Account(Total Assets)
Current assets
Cash and deposits
Notes and accounts receivable –trade
Securities
Merchandise and finished goods
Work in process
Raw materials and supplies
Deferred tax assets
Other
Allowance for doubtful accounts

Amount
1,564,769
1,059,644
629,761
120,787

Fixed assets
Tangible fixed assets
Buildings and structures
Machinery, equipment and vehicles
Lands
Construction in progress
Other
Intangible fixed assets
Investments and other assets
Investment securities
Deferred tax assets
Other
Allowance for doubtful accounts
Total

505,125
406,390
195,765
41,668134,400
22,015
12,542
4,687
94,04872,19518,9842,871(2)1,564,769

145,000
60,58043,892
13,864
24,384
22,663(1,287)

Titles of Account(Liabilities)
Current liabilities
Notes and accounts payable – trade
Income taxes payable
Warranty reserves
Other
Long-term liabilities
Liability rerated to retirement benefits
Other(Millions of yen)Amount195,312
120,71536,011
22,994
6,994
54,71674,597
71,175
3,422(Net assets)
Shareholders' equity
Capital stock
Capital surplus
Retained earnings
Treasury stock
Accumulated other comprehensive
incomeValuation difference on
available-for-sale securities
Foreign currency exchange adjustment
Total accumulated other comprehensive
incomeMinority interests

1,369,457
1,381,799
69,01496,2081,307,254(90,677)(18,644)

Total

1,564,769

8,594
(710)
(26,528)
6,302

Consolidated Statement of Income(April 1, 2016 through March 31, 2017)(Millions of yen)
Titles of AccountAmountNet sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest and dividends income
Miscellaneous income
Non-operating expenses
Miscellaneous loss
Ordinary income
Income before income taxes and minority interests
Income taxes
Income taxes – current
Income taxes – deferred
Net income
Net income attributable to non-controlling interests
Net income attributable to shareholders of parent company

14536,942
303,415
233,527
80,310153,217
17,2203,789
13,431
1,608
1,608
168,829
168,829
41,05247,736(6,684)
127,77780
127,697

Copy of the Accounting Auditors’ Report Related to the Consolidated Financial Statements(Translation)
REPORT OF INDEPENDENT AUDITORSMay 16, 2017

The Board of Directors
FANUC CORPORATION

We have audited the consolidated balance sheet, the consolidated statement of income, the consolidated
statement of changes in shareholders’ equity, and the notes to consolidated financial statements of FANUCCORPORATION (the “Company”), applicable to its consolidated fiscal year from April 1, 2016 to March 31,
2017, pursuant to Article 444, Paragraph 4 of the Companies Act of Japan.
Responsibility of the Company’s Management for Consolidated Financial Statements
The responsibility of the Company’s management is to prepare and properly present the consolidated
financial statements in conformity with corporate accounting standards generally accepted in Japan. It includes
the establishment and enforcement of internal control that the Company’s management deems necessary, toprepare and properly present the consolidated financial statements without material misstatement due tomisconducts or errors.
Responsibility of Accounting Auditors
Our responsibility is to express an opinion on these consolidated financial statements from an independent
standpoint based on our audit. We conducted our audit in accordance with auditing standards generally acceptedin Japan. Those auditing standards require us to plan and perform the audit to obtain reasonable assurance as towhether the consolidated financial statements are free of material misstatement.
An audit includes performing procedures to obtain auditing evidence supporting the amounts and thedisclosures in the consolidated financial statements. An auditing procedure is selected and applied, in ourestimation, based on the assessment of a risk of material misstatement due to misconducts or errors in the
consolidated financial statements. The purpose of the audit is not to express an opinion on the effectiveness ofinternal control, but, in the assessment of risks, we evaluate the internal control in relation to the preparation andproper presentation of the consolidated financial statements to make proper auditing procedures suited for thesituation. An audit also includes assessing the accounting policies and methods of application thereof employedby management and estimates made by management, as well as evaluating the overall presentation of theconsolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.
Opinion of Auditors
We are of the opinion that the above consolidated financial statements present properly the financial positionand profit and loss of the corporate group comprised of FANUC CORPORATION and its consolidated
subsidiaries for the period related to the consolidated financial statements in all material respects in conformity
with corporate accounting standards generally accepted in Japan.
Interest
Our firm and engagement partners have no interest in the Company which is required to be disclosed under
the provisions of the Certified Public Accountants Act of Japan.
Ernst & Young ShinNihon LLC
Hitoshi Yonemura (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Isamu Ando (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

15

Copy of the Audit Report of the Audit & Supervisory Board (Translation)
AUDIT REPORT
We, the Audit & Supervisory Board, based on the audit report prepared by each Audit & Supervisory Board
Member on the performance by the Directors of their duties during the 48th fiscal year from April 1, 2016 to March 31,
2017, prepared this audit report upon deliberation and hereby report as follows:
1. Method of Audit by the Audit & Supervisory Board Members and the Audit & Supervisory Board and the Particulars
thereof:(1) The Audit & Supervisory Board determined the audit policy, audit plans, etc. and received from each the Audit &Supervisory Board Member reports on the state of his performance of audits and the results thereof. The Board also
received reports from the Directors, etc. and the Accounting Auditors on the state of performance of their duties, andsought explanations as necessary.
(2) Each Audit & Supervisory Board Member, in accordance with the auditing standards of Audit & Supervisory Board
Members established by the Audit & Supervisory Board and the assignment of duties, etc. determined by the Audit &Supervisory Board, maintained constant communication with the Directors, Internal Auditing Section and other
employees, etc. in an effort to collect information and improve the environment for auditing, conducted audit inaccordance with the following methods.
(i) Each Audit & Supervisory Board Member attended meetings of the Board of Directors and other 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 thestate of activities and property at the head office and principal business offices of the Company. With regard to its
subsidiaries, we maintained constant communication, and exchanged information with the directors, Audit &Supervisory Board Members, etc. thereof, and requested the subsidiaries to render reports on their business
operations as necessary.
(ii) We also monitored and verified the details of the resolutions of the Board of Directors for establishing systems tosecure that the performance by the Directors of their duties will comply with laws or ordinance and the Articles ofIncorporation and such other systems provided for in Article 100, Paragraphs 1 and 3 of the Ordinance for
Enforcement of the Companies Act of Japan as necessary to secure the adequacy of business of corporate group
comprising of joint-stock corporations and its subsidiaries, as well as the status of the systems (internal control
systems) established pursuant to such resolutions, as described in the business report, and we received from the
Directors and employees, etc. regular reports on the state of establishment and operation thereof, sought
explanations as necessary, and expressed opinions.
With regard to the internal control on financial reporting, we received from the Directors, etc. and Accounting
Auditors reports on the assessment of such internal control and auditing thereof, and sought explanations asnecessary. With regard to its subsidiaries, we maintained constant communication, and exchanged information
with the directors, Audit & Supervisory Board Members, etc. thereof, and requested the subsidiaries to renderreports on their business operations as necessary. In accordance with such methods, we investigated the business
report and its supplementary schedules for the fiscal year under review.
(iii)We also monitored and verified whether the Accounting Auditors had maintained an independent position andconducted adequate audits, received from the Accounting Auditors reports on the state of performance of theirduties, and requested explanations as necessary. In addition, we received from the Accounting Auditors a noticethat the “systems to secure adequate performance of duties” (as listed in the items of Article 131 of the Ordinancefor Corporate Accounting) had been established in accordance with the “Standard for Quality Control Concerning
Audits” (the Business Accounting Council, October 28, 2005), and requested explanations as necessary.
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, the16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,the consolidated 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 system on 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.

May 23, 2017
Audit & Supervisory Board
FANUC CORPORATION
Shunsuke Kimura(seal)
Standing Audit & Supervisory Board Member
Naoki Shimizu(seal)
Standing Audit & Supervisory Board Member
Takeo Nakagawa(seal)
Outside Audit & Supervisory Board Member
Masaharu Sumikawa(seal)
Outside Audit & Supervisory Board Member
Hajime Harada(seal)
Outside Audit & Supervisory Board Member

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

Our shareholder return policy is as follows:(Announced on April 27, 2015)
1.

Dividends
In order to further enhance the distribution of profits to our shareholders in the long term, we have decided, as our basic
policy, to implement a dividend payout ratio of 60% of our consolidated net profit for the full fiscal year.

2.

Share buybacks
We aim to buy back our own shares in a flexible manner depending on the level of our stock prices, taking into account thebalance with our investment in growth, and where the Five-Year Average Total Return Ratio (*) does not exceed 80%.
(*) Five-Year Average Total Return Ratio means the ratio of the total combined amount of dividends and the total amount of share buybacks, over the total
amount of our consolidated net profit for a five-year period.

3.

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

Based on the aforementioned shareholder return policy, in order that the dividend payout ratio for the fiscal year 2016 (the fiscal
year ended March 31, 2017) will be 60% of our consolidated net profit for the full fiscal year, in total with the dividend for the
first half of the fiscal year that has been paid in December, 2016, it is proposed that the dividend for the second half of the fiscal
year be as follows: (The dividend for the full fiscal year will be ¥395.18 per share, in total with the dividend for the first half ofthe fiscal year that has been paid in December, 2016 (¥186.20 per share), resulting in ¥208.98 per share for the second half.)(1) Type of dividend asset
Cash(2) Allocation of dividend assets to shareholders and total amount of allocation¥208.98 per share of common stock
Total amount of payout: ¥40,512,040,882(3) Effective date of dividend payment
June 30, 201718

Item 2

Partial Amendment to the Articles of Incorporation

It is proposed that partial amendment be made to the current Articles of Incorporation as follows:(1) Reason for Amendment
FANUC CORPORATION (the “Company”) will add a new item to the objectives of the Articles of Incorporation of theCompany, in launching a new business regarding the FIELD system, an open platform.
Note: The FIELD system is an abbreviation for the FANUC Intelligent Edge Link and Drive system. It is a platform thatwill connect not only CNCs and robots but also peripheral devices and sensors to realize optimal of manufacturing.
(2) Amendment
Details of the proposed amendment are as follows:
Current Text
Article 2 (Objectives)
The objectives of the Company shall be to carry on thefollowing business:(1) Manufacture and sale of numerical control systems;(2) Manufacture and sale of servo motors;(3) Manufacture and sale of numerical control appliedmachines;(4) Manufacture and sale of servo applied equipment;(New Item)(5) Constructions incidental or relating to any of theforegoing items; and(6) Any and all businesses incidental or relating to any of
the foregoing items.

19(Amended text is shown underlined.)
Proposed Amendment
Article 2 (Objectives)
The objectives of the Company shall be to carry on thefollowing business:(1)(2)(No change)(3)(4)(5) Development and sale of services and software related
to information processing and communication, and saleof apparatus related thereto;(6)(No change)(7)

Item 3

Election of Thirteen (13) Directors

The term of office of the thirteen (13) Directors will expire at the conclusion of the meeting. Accordingly, the election of
the following thirteen (13) Directors (all of whom are renominated) is proposed.
The thirteen (13) candidates for Director are as follows:
Candidates’
number1

Name(Date of birth)
Yoshiharu Inaba(July 23, 1948)

Personal history, position, responsibilities andsignificant concurrent posts of other entities
April 1973
September 1983
June 1989
June 1992
June 1995
May 2001
June 2003
June 20162

Kenji Yamaguchi(August 6, 1968)

April 1993
October 2000
June 2003
April 2007
June 2008

February 2012
October 2013
June 2016

3

Hiroyuki Uchida(June 12, 1958)

April 1982
April 1996
June 1997
April 2001
June 2006
October 2013

June 2016

Joined Isuzu Motors Limited
Joined the Company
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President(Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Senior Executive Vice President (Representative
Member of the Board) of the Company
Appointed President and CEO (Representative Member of theBoard) of the Company
Appointed Chairman and CEO (Representative Member of theBoard) of the Company (to the present)
Joined the Company
Manager, Section 1, Dept.1 of Robot Laboratory of theCompany
General Manager, Manufacturing Technology of the Company
General Manager, Headquarters Factories of the Company
General Manager, Factories of the Company
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Senior Executive Vice President (Member of theBoard) of the Company
Appointed Senior Executive Vice President (Representative
Member of the Board) of the Company
Appointed President and COO (Representative Member of theBoard) of the Company (to the present)
General Manager, FA Business Division of the Company (tothe present)
Joined the Company
Deputy General Manager, Servo Laboratory of the Company
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Senior Executive Vice President (Representative
Member of the Board) of the Company
General Manager, ROBOMACHINE Business Division of theCompany (to the present)
Appointed Senior Executive Vice President and CTO(Representative Member of the Board) of the Company (to thepresent)

20

Number of sharesof the Company
held by candidate
5,000 shares

2,000 shares

1,896 shares

Candidates’
number4

Personal history, position, responsibilities andsignificant concurrent posts of other entities

Name(Date of birth)
Yoshihiro Gonda(July 24, 1960)

April 1984
October 2000
June 2001
June 2007
February 2012
October 2013

June 2016

5

Kiyonori Inaba(February 13, 1978)

January 2009
May 2013
June 2013
October 2013

June 2016
6

Hiroshi Noda
(May 8, 1963)

April 1989
January 2002
June 2003
March 2011
October 2013
May 2014
June 2016

7

Katsuo Kohari(August 12, 1942)

April 1968
May 1976
April 2003
June 2003
June 2012
October 2013
May 2014
October 2014
June 20168

Shunsuke Matsubara(December 4, 1961)

April 1984
June 2000
June 2001
July 2012
October 2013

June 2016

Joined the Company
Assistant to the Group Executive, Finance Group (Purchasing)of the Company
Appointed Director (Member of the Board) of the Company
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Senior Executive Vice President (Member of theBoard) of the Company
Appointed Senior Executive Vice President (Representative
Member of the Board) of the Company
General Manager, Corporate Administration Division of theCompany (to the present)
Appointed Senior Executive Vice President and CFO(Representative Member of the Board) of the Company (to thepresent)
Joined the Company
General Manager, Robot Laboratory of the Company
Appointed Director (Member of the Board) of the Company
Appointed Executive Vice President (Member of the Board) of
the Company
General Manager, ROBOT Business Division of the Company(to the present)
Appointed Executive Vice President (Member of the Board)of the Company (to the present)
Joined the Company
Senior Vice General Manager, CNC Laboratory of theCompany
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company
Vice General Manager (R&D), FA Business Division of theCompany (to the present)
Appointed Executive Vice President (Member of the Board)of the Company (to the present)
Joined Fujitsu Limited
Transferred to the Company
Assistant to General Manager for Sales and Service of theCompany
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company
Vice General Manager (Sales), FA Business Division of theCompany (to the present)
General Manager, Service Division of the Company (to thepresent)
Appointed Executive Vice President (Member of the Board)of the Company (to the present)
Joined the Company
Senior Vice General Manager, Servo Laboratory of theCompany
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company
General Manager, Research & Development Administration
Division of the Company (to the present)
Appointed Executive Vice President (Member of the Board)of the Company (to the present)

21

Number of sharesof the Company
held by candidate
1,964 shares

1,000 shares

1,000 shares

5,116 shares

1,000 shares

Candidates’
numberName(Date of birth)9

Toshiya Okada(August 21, 1961)

10

Richard E. Schneider(August 14, 1956)

11

Kazuo Tsukuda(September 1, 1943)

Personal history, position, responsibilities andsignificant concurrent posts of other entities
April 1984
August 1999
June 2012

Joined the Company
Manager, Legal Department of the Company (to the present)
Appointed Senior Vice President (Member of the Board) of theCompany
May 2014
Appointed Executive Vice President (Member of the Board) of
the Company
Vice General Manager, Corporate Administration Division of
the Company (to the present)
June 2016
Appointed Executive Vice President (Member of the Board)of the Company (to the present)
Joined FANUC America Corporation
February 1984
Appointed Vice President of the company
July 1991
September 1997 Appointed President of the above company
Appointed Director (Member of the Board) of the Company
June 2006
Appointed Executive Vice President (Member of the Board) ofJune 2011
the Company
Appointed Director (Member of the Board) of the Company
June 2013(to the present)
Appointed President and CEO of FANUC America
October 2013
Corporation
Appointed Chairman and CEO of the company
April 2016
July 2016
Appointed Chairman (Member of the Board) of the company(to the present)
Joined Mitsubishi Heavy Industries, Ltd.
April 1968
June 1999
Appointed Director (Member of the Board) of Mitsubishi
Heavy Industries, Ltd.
April 2002
Appointed Managing Director (Member of the Board) of
Mitsubishi Heavy Industries, Ltd.
June 2003
Appointed President (Member of the Board) of Mitsubishi
Heavy Industries, Ltd.
April 2008
Appointed Chairman (Member of the Board) of Mitsubishi
Heavy Industries, Ltd.
April 2013
Appointed Senior Executive Advisor (Member of the Board)of Mitsubishi Heavy Industries, Ltd.
June 2013
Appointed Senior Corporate Advisor of Mitsubishi Heavy
Industries, Ltd. (to the present)
June 2015
Appointed Director (Member of the Board) of the Company(to the present)(Significant concurrent posts of other entities)
Senior Corporate Advisor of Mitsubishi Heavy Industries, Ltd.
Outside Director of Mitsubishi Research Institute, Inc.
Outside Director of Keihan Holdings Co., Ltd.
Outside Director (Audit and Supervisory Committee Member) of
Yamaguchi Financial Group, Inc.

22

Number of sharesof the Company
held by candidate
1,300 shares

500 shares

0 sharesCandidates’
number12

Yasuo Imai
(October 22, 1948)

13

Personal history, position, responsibilities andsignificant concurrent posts of other entities

Name(Date of birth)

Masato Ono(November 4, 1950)

Joined the Ministry of International Trade and Industry(currently the Ministry of Economy, Trade and Industry)
July 2002
Appointed Director - General of Manufacturing Industries
Bureau of the ministry
July 2003
Appointed Commissioner of Japan Patent Office
July 2004
Appointed Adviser of Japan Industrial Policy ResearchInstitute
July 2006
Appointed Senior Managing Executive Officer, Executive
Vice President of Pipe & Tube Company, of Sumitomo Metal
Industries, Ltd (currently Nippon Steel & Sumitomo Metal
Corporation)
April 2007
Appointed Senior Managing Executive Officer, President of
Pipe & Tube Company of the company
June 2007
Appointed Director & Senior Managing Executive Officer(Member of the Board), President of Pipe & Tube Company of
the company
April 2008
Appointed Director & Executive Vice President (Member ofthe Board), President, Pipe & Tube Company of the company
June 2011
Appointed President, Chief Operating Officer (Member of theBoard) of AIR WATER INC.
June 2015
Appointed Director (Member of the Board) of the Company(to the present)
April 2017
Appointed Director, Vice Chairman of the Board of AIR
WATER INC. (to the present)(Significant concurrent posts of other entities)
Director, Vice Chairman of the Board of AIR WATER INC.
Joined Dai-ichi Kangyo Bank, Ltd.
April 1974
Appointed Executive Officer of Mizuho Bank, Ltd.
March 2006
Appointed Deputy President and Representative Director ofJune 2007
Mizuho Financial Group, Inc.
Appointed President and CEO (Member of the Board) of Total
June 2012
Insurance Service Limited (to the present)
Appointed Director (Member of the Board) of the Company
June 2013(to the present)(Significant concurrent posts of other entities)
President and CEO (Member of the Board) of Total Insurance
Service Limited
Outside Director of Nippon Light Metal Holdings Company, Ltd.
July 1971

Number of sharesof the Company
held by candidate
0 shares0 shares

Notes:
1. Kazuo Tsukuda, Yasuo Imai, and Masato Ono are candidates for Outside Director as defined in Article 2, Item 15 of theCompanies Act of Japan.
2. Matters concerning candidates for Outside Director(1) Kazuo Tsukuda
In order to develop the Company’s business steadily and to enhance its corporate value, it is quite effective to introduce tothe Board of Directors an outsider’s eye with a broad perspective and excellent insight. Kazuo Tsukuda has been
providing the Company with extremely valuable advice, with his outstanding knowledge of manufacturing and extensive
experience in management, having a deep understanding of the Company’s business.
Although Kazuo Tsukuda had served as Chairman and President of Mitsubishi Heavy Industries, Ltd., he meets theCompany’s criteria for independence of Outside Directors and Outside Audit & Supervisory Board Members (seethe bottom of the last page), and there is no risk of independence being affected by that position.
We propose the reelection of Kazuo Tsukuda, who has continued to contribute to the Company’s Board of Directors froman independent position as Outside Director.
In addition, the Company has appointed Outside Director Kazuo Tsukuda as an Independent Director as defined by the
Tokyo Stock Exchange and has duly notified the Tokyo Stock Exchange.
His term of office as Outside Director of the Company will have been two (2) years at the conclusion of the coming
shareholder meeting.
Kazuo Tsukuda attended 12 out of 13 meetings of the Board of Directors that were held in the fiscal year under review.
(2) Yasuo Imai
After joining in the Ministry of International Trade and Industry (currently, the Ministry of Economy, Trade and Industry),
Yasuo Imai had experience of being posted overseas as General Manager of the Washington Office of Japan National Oil
Corporation. He successfully held a number of positions starting from the post of Deputy Director-General,
Director-General of the Petroleum Department of Agency for Natural Resources and Energy. Subsequently he moved to23the post of Director-General of the Manufacturing Industries Bureau, and then to the post of Commissioner of the Japan
Patent Office. Based on these experiences, Yasuo Imai, being familiar with foreign affairs, has a global perspective andextensive knowledge concerning manufacturing industry and the protection of intellectual property, etc. At the same time,
he is a currently active corporate executive and is also knowledgeable about corporate management due to his over 10
years experience in business. Yasuo Imai has been providing the Company with extremely valuable advice as Outside
Director with his extensive experience in various fields and from his broad vision.
Although Yasuo Imai serves as Director, Vice Chairman of the Board of AIR WATER INC., he meets the Company’s
criteria for independence of Outside Directors and Outside Audit & Supervisory Board Members (see the bottom of thelast page), and there is no risk of his independence being affected by that position.
We propose the reelection of Yasuo Imai, who has continued to contribute to the Company’s Board of Directors from an
independent position as Outside Director.
In addition, the Company has appointed Outside Director Yasuo Imai as an Independent Director as defined by the Tokyo
Stock Exchange and has duly notified the Tokyo Stock Exchange.
His term of office as Outside Director of the Company will have been two (2) years at the conclusion of the coming
shareholder meeting.
Yasuo Imai attended all of 13 meetings of the Board of Directors that were held in the fiscal year under review.
(3) Masato Ono
Our company has specialized in business activities in the narrow field of the automation of manufacturing and as such theBoard of Directors consists mostly of Directors with engineering background focusing on its core business. Given thiscontext, Masato Ono has been providing the Company with extremely valuable advice on enhancing corporate value froma totally different point of view, contributing to active discussions at the meeting of the Board of Directors based on his
many years of experience in management of financial institutions.
Although Masato Ono has served as Deputy President and Representative Director of Mizuho Financial Group, Inc., hemeets the Company’s criteria for independence of Outside Directors and Outside Audit & Supervisory Board Members(see the bottom of the last page), (The Company has never applied for a loan from any banks of Mizuho Financial Group.),it has been over nine (9) years since he retired as Director of the Mizuho Financial Group, Inc. and there is no risk of his
independence being affected by that position.
We propose the reelection of Masato Ono, who has continued to contribute to the Company’s Board of Directors from an
independent position as Outside Director.
In addition, the Company has appointed Outside Director Masato Ono as an Independent Director as defined by the
Tokyo Stock Exchange and has duly notified the Tokyo Stock Exchange.
His term of office as Outside Director of the Company will have been four (4) years at the conclusion of the coming
shareholder meeting.
Masato Ono has attended all of 13 meetings of the Board of Directors that were held in the fiscal year under review.
3. We have entered into an agreement with Kazuo Tsukuda, Yasuo Imai and Masato Ono 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.

(For Reference) Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board Members
With regard to Independent Outside Directors and Outside Audit & Supervisory Board Members, the Company nominates candidates who do
not have any certain interest in the Company, and who can be expected to make frank comments without hesitation at Board of Directors
meetings, etc. Furthermore, in order to ensure such real independence, as minimum requirements, candidates must meet each of the following
conditions.
1. Business transactions between the Company and the company from which the candidate comes must amount to less than 2% of the respective
consolidated sales of both companies.
2. The Company must not have any loans from the company from which the candidate comes (if the candidate comes from a bank.)
3. The Company must not have any important transactions such as advisory contracts with the candidate or the firm he works for (if thecandidate is a lawyer or other professional.)
4. The candidate must not come from the audit firm that is the Company’s Accounting Auditor.
5. There must be no other particular reasons that could give rise to a conflict of interest with the Company.
6. The candidate must not be the spouse or a relative within the second degree of anyone who does not meet the above conditions 1 through 5.

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