April 27, 2021
Company Name: FANUC CORPORATION
Representative: Kenji Yamaguchi, President(Stock Code: 6954, 1st Section, of the Tokyo Stock Exchange)
Contact: Naoki Yukisada, Manager,
Public Relations & Shareholder Relations Department
Tel: 0555-84-5555
Notice Concerning Transition to a Company with Audit and Supervisory Committee andAmendments to Parts of the Articles of Incorporation
FANUC CORPORATION would like to inform you that at the Board of Directors meeting held today, it
was resolved that there would be a change to our company structure from the current “Company withBoard of Statutory Auditors” to a “Company with an Audit and Supervisory Committee” on thecondition that it would be approved at the 52nd Ordinary General Meeting of Shareholders on June 24,
2021. In addition, there will be discussions at the said meeting on the amendment of parts of the Articles
of Incorporation that will accommodate the abovementioned change.
Details
1. About the Transition to a Company with an Audit and Supervisory Committee(1) Reason for the Transition
FANUC has always worked on enhancing corporate governance based on our Basic Principles of“Strict Preciseness” and “Transparency.”
As we proceed in separating our supervisory and executive functions, in order to further strengthen
the supervisory functions of the Board of Directors and speed up management decisions, we willtransition to Company with an Audit and Supervisory Committee, that allows us to establish an Audit
and Supervisory Committee consisting of the directors who are Audit and Supervisory Committee
Members and to expand the delegation of decision-making authority for business execution from theBoard of Directors to directors. Thus, we will further endeavor to enhance corporate governance andincrease corporate value.

(2) Date of Transition
The transition to a Company with an Audit and Supervisory Committee is planned to take place afternecessary amendments to the Articles of Incorporation and other matters are approved at ourCompany's 52nd Ordinary General Meeting of Shareholders, which is scheduled to be held on June 24,
2021.

2. About Amendments to Parts of the Articles of Incorporation(1) Purpose of Amending the Articles of Incorporation[1] In association with the transition from a “Company with Board of Statutory Auditors” to a“Company with an Audit and Supervisory Committee” amendments will be made where newrules will be established regarding the Audit and Supervisory Committee and its members
required for the transition to a Company with an Audit and Supervisory Committee, delegationof authority to directors for decisions regarding execution of important business, and thedeleting of rules concerning Statutory Auditors and Board of Statutory Auditors..
[2] Changes will be made to the scope of the Directors with whom we can execute our liability
limitation agreement so that non-executive Directors may be included. This will allow us to hirecapable and diverse talent as well as create an environment where they can fully demonstrate
their expected roles.
[3] In addition to establishing new rules regarding Executive Officers to clarify their positions andresponsibilities, this will also enable the election of a President from among not just Directors(except for Directors who are members of the Audit and Supervisory Committee) but also fromamong Executive Officers as well, enabling more flexible organizational operations.
[4] Other required amendments such as amending of article numbering in association with theabove amendments will also be made.
(2) Amendment Details
Amendment details are as shown in the attachment.
(3) ScheduleHolding of the General Meeting of Shareholders to discuss the amendments to the Articles ofIncorporation: June 24, 2021 (Scheduled)
Effective date of the amendments to the Articles of Incorporation: June 24, 2021 (Scheduled)End(Attachment)(Amended sections underlined.)
Current Text

Proposed Amendments

Article 14. (Convocation)
Article 14. (Convocation)
Unless otherwise provided for in laws andUnless otherwise provided for in laws andregulations, a General Meeting of Shareholders
regulations, a General Meeting of Shareholders
shall be convened by the President according toshall be convened by a Director in the order
the resolution of the Board of Directors. In
previously determined by the Board ofDirectors.
case the President is prevented from so acting,one of the other Directors in the orderpreviously determined by the Board ofDirectors shall act in his place.
Article 19. (Minutes)
Article 19. (Minutes)
A summary of the process and results, as well
A summary of the process and results, as wellas other matters provided for by laws andas other matters provided for by laws andordinances, of the General Meetings ofordinances, of the General Meetings ofShareholders shall be recorded in the minutes,
Shareholders shall be recorded in the minutes,
which shall be kept by the Company.
which shall be signed and sealed by thechairman and Directors in attendance and kept
by the Company.
Article 21. (Number)
Article 21. (Number)(1) The number of Members of the Board of
The number of Members of the Board of
Directors of the Company (except for
Directors of the Company shall be no more
Directors who are members of the Audit
than eighteen (18).
and Supervisory Committee) shall be nomore than thirteen (13).
（Newly established）

Article 22. (Election)
Directors shall be elected at a General
Meeting of Shareholders. For the election of
Directors, it is necessary for shareholders whohave one-third or more of the voting rights ofshareholders entitled to exercise voting rights
to attend the General Meeting ofShareholders. Resolutions for the election of
Directors shall not be made by cumulative
voting.

(2) The number of Members of the Board of
Directors of the Company who are also
members of the Audit and Supervisory
Committee shall be no more than five(5).
Article 22. (Election)
Directors shall be elected at a General Meeting of
Shareholders by separating those who aremembers of the Audit and Supervisory Committeeand those who are not. For the election ofDirectors, it is necessary for shareholders who
have one-third or more of the voting rights ofshareholders entitled to exercise voting rights toattend the General Meeting of Shareholders.
Resolutions for the election of Directors shall not
be made by cumulative voting.

Current Text

Proposed Amendments

Article 23. (Term of Office)
Article 23. (Term of Office)(1) The term of office of Directors (except for
The term of office of Directors shall be until
Directors who are members of the Audit
the conclusion of the Ordinary Generaland Supervisory Committee) shall be
Meeting of Shareholders relating to the last
until the conclusion of the Ordinary
fiscal year that ends within one year after they
General Meeting of Shareholders relating
are elected. The Directors who are appointed
to the last fiscal year that ends within one
as substitutes or appointed due to an increased
number of seats on the board shall serve until
year after they are elected.
the end of the other incumbent Directors’
term.
（Newly established）(2) The term of office of Directors who aremembers of the Audit and Supervisory
Committee shall be until the conclusionof the Ordinary General Meeting of
Shareholders relating to the last fiscal
year that ends within two years after theyare elected.

（Newly established）(3) The term of office of Directors who areappointed as substitutes to replace amember of the Audit and Supervisory
Committee who retires before the end of
their term of office, shall be until the endof the term of office of the retired
Director.

Article 24. (Compensation And Other Benefits)
Article 24. (Compensation And Other Benefits)Compensation, bonuses, and other economic
Compensation, bonuses, and other economic
benefitspayable to Directors by the Company
benefits payable to Directors by the Company
ascompensation
for the performance of duties
as compensation for the performance of duties
shall be set by a resolution at a General(hereinafter called “compensation and others”)
Meeting of Shareholders by separating
shall be set by a resolution at a General
Directors who are members of the Audit andMeeting of Shareholders.
Supervisory Committee and those who are not.

Current Text

Proposed Amendments

Article 25. (RepresentativeDirectorand Article 25 (Representative Director and Executive
Directors with Executive Powers)
Officers, Etc.)
The Board of Directors, by its resolution and(1) The Board of Directors by its resolution
from among Directors, shall appoint one
and from among Directors (except forPresident and, if necessary for the Company'sDirectors who are members of the Audit
business, may appoint one Chairman of theand Supervisory Committee) shall elect a
Board of Directors, one Vice Chairman,
fewDirectors
asRepresentative
several Senior Mnaging Directors and SeniorDirectors.
Vice Managing Directors. Among them, afew Directors including the President, and theChairman (if any), shall be elected as
Representative Directors.
（Newly established）(2) The Board of Directors by its resolution
and from among Directors (except for
Directors who are members of the Audit
and Supervisory Committee) may
appoint one Chairman of the Board ofDirectors.

（Newly established）(3) The Company may appoint Executive
Officers and have them split and executebusiness.

（Newly established）(4) The Board of Directors by its resolution andfrom among Directors (except for
Directors who are members of the Audit
and Supervisory Committee) andExecutive Officers shall appoint one
President.

Article 26. (Notice of Convocation of a Meeting Article 26. (Notice of Convocation of a Meetingof the Board of Directors)of the Board of Directors)
The notice of convocation of a Meeting of theThe notice of convocation of a Meeting of theBoard of Directors shall be dispatched to each
Board of Directors shall be dispatched to each
Director at least three (3) days prior to the dateDirector and Statutory Auditor at least threeof the meeting. However, this period may be(3) days prior to the date of the meeting.
shortened in urgent cases.
However, this period may be shortened inurgent cases.

Current Text
Article 29. (Release of Directors’ Liabilities)(1) (Text omitted)(2) In compliance with Paragraph 1, Article
427, of the Company Law, the Company
can conclude a contract with Outside
Directors to reduce their liabilities tocompensate for damages caused by thenegligence of duty within the limits set
by laws and ordinances. However, themaximum amount of their liabilities after
reduction under the relevant contract
shall be the statutory minimum amountset by Paragraph 1, Article 425, of theCompany Law.
（Newly established）

Chapter V
Statutory Auditors and the Board of Statutory
Auditors

Proposed Amendments
Article 29. (Release of Directors’ Liabilities)(1) (No change)(2) In compliance with Paragraph 1, Article
427, of the Company Law, the Company
can conclude a contract with Directors(except for Executive Directors) toreduce their liabilities to compensate fordamages caused by the negligence of
duty within the limits set by laws andordinances. However, the maximum
amount of their liabilities after reduction
under the relevant contract shall be thestatutory minimum amount set by
Paragraph 1, Article 425, of theCompany Law.
Article 30. (Delegation of Decisions on theExecution of Important Business)
In compliance with Paragraph 6, Article399-13, of the Company Law, the Company
can delegate part or all of the decisions on theexecution of important business (except forthose matters listed in Paragraph 5 of the sameArticle) to Directors by a resolution of theBoard of Directors.
Chapter V
Audit and Supervisory Committee

Article 30. (Statutory Auditors And Board ofStatutory Auditors)
The Company shall have Statutory Auditors
and a Board of Statutory Auditors.

(Deleted)

Article 31. (Number)
The number of Statutory Auditors of theCompany shall not be more than five (5).

(Deleted)

Article 32. (Election)
Statutory Auditors shall be elected at aGeneral Meeting of Shareholders. For theelection of Statutory Auditors, it is necessaryfor shareholders who have one-third or moreof the voting rights of shareholders entitled toexercise voting rights to attend the General
Meeting of Shareholders.

(Deleted)

Current Text

Proposed Amendments

Article 33. (Term of Office)The term of office of Statutory Auditors shallbe until the end of the Ordinary General
Meeting of Shareholders relating to the last
fiscal year that ends in the four (4) years after
they are elected. The term for Statutory
Auditors who are appointed as a substitutefor a Statutory Auditor retiring before theexpiry of the term of office shall be until thedate of expiry of the term of the retired
Statutory Auditor.

(Deleted)

Article 34. (Compensation And Others)
Compensation and others payable to Auditors
shall be set by a resolution at a General
Meeting of Shareholders.

(Deleted)

Article 35. (Standing Statutory Auditors)
The Board of Auditors shall elect a standing
Statutory Auditor by a resolution of the Boardof Statutory Auditors.

(Deleted)

Article 36. (Notice of Convocation of a Meetingof the Board of Statutory Auditors)The notice of convocation of a Meeting of theBoard of Statutory Auditors shall bedispatched to each Statutory Auditor at least
three (3) days prior to the date of the meeting.
However, this period may be shortened inurgent cases.

(Deleted)

Article 37. (Rules Governing the Board ofStatutory Auditors)
Matters relating to the Board of Auditors shallbe regulated by rules governing the Board ofAuditors determined at a meeting of the Boardof Auditors unless otherwise provided bylaws, ordinances, or the Articles ofIncorporation.

(Deleted)

Current Text
Article 38. (Release of Statutory Auditors’
Liabilities)(1) In compliance with Paragraph 1, Article
426, of the Company Law, the Company
can release a part of the liabilities ofStatutory Auditors (including former
Statutory Auditors) to compensate fordamages caused by negligence of duty
within the limits set by laws andordinances and in compliance with aresolution of the Board of Directors.
(2)

In compliance with Paragraph 1, Article
427, of the Company Law, the Company
can conclude a contract with Outside
Statutory Auditors to reduce theirliabilities to compensate for damages
caused by the negligence of duty within
the limits set by laws and ordinances.
However, the maximum amount of their
liabilities after reduction under therelevant contract shall be the statutory
minimum amount set by Paragraph 1,
Article 425, of the Company Law.

Proposed Amendments(Deleted)(Deleted)（Newly established）

Article 31. (Audit and Supervisory Committee)
The Company shall have an Audit andSupervisory Committee.

（Newly established）

Article 32. (Standing Audit and Supervisory
Committee Members)
The Audit and Supervisory Committee, by its
resolution and from among its members, mayelect standing Audit and Supervisory
Committee members.

（Newly established）

Article 33. (Notice of Convocation of Meeting ofthe Audit and Supervisory Committee)
The notice of convocation of a meeting of theAudit and Supervisory Committee meetingshall be dispatched to each Audit andSupervisory Committee member at least three(3) days prior to the date of the meeting.
However, this period may be shortened inurgent cases.

Current Text
（Newly established）

Article 39 ~ 45 (Text Omitted)（Newly established）

Proposed Amendments
Article 34. (Rules Governing the Audit andSupervisory Committee)
Matters relating to the Audit and Supervisory
Committee shall be regulated by rules
governing the Audit and Supervisory
Committee determined at a meeting of theAudit and Supervisory Committee unlessotherwise provided by laws, and regulations,or the Articles of Incorporation.
Article 35 ~ 41 (No change)
Supplementary Provisions
Article 1 (Transitional Measures for Release ofStatutory Auditors’ Liabilities, Etc. Before
the Transition to a Company with an Auditand Supervisory Committee)
Article 38 of these Articles of Incorporation
shall apply to the release of statutory auditors’(including those who were previously
statutory auditors) liabilities and Agreement
Limiting Liability with Outside Auditors(including those who were previously Outside
Auditors), regarding their actions prior to theconclusion of the 52nd Ordinary General
Meeting of Shareholders to be held in June
2021, which are described in Paragraph 1,Article 423, of the Company Law.

End