Fanuc : Notice of Convocation of The 51st Ordinary General Meeting of Shareholders

Description

Friday, June 26, 2020, 10:00 a.m.

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

Report on the business report, the consolidated financial statements, the non-consolidatedfinancial statements and the results of audit of the consolidated financial statements by the Accounting Auditors and the Audit & Supervisory Board for the 51st fiscal year (from April 1, 2019 to March 31, 2020).

(TRANSLATION)

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

To Our Shareholders

(Securities code: 6954) June 5, 2020

Kenji Yamaguchi

Representative Director

President

FANUC CORPORATION

3580, Shibokusa Aza-Komanba,Oshino-mura,

Minamitsuru-gun, Yamanashi Prefecture

Notice of Convocation of

The 51st Ordinary General Meeting of Shareholders

Dear Shareholders,

We are pleased to announce that the 51st Ordinary General Meeting of Shareholders of FANUC CORPORATION will be held as described below.

We strongly request that you exercise your voting rights by the Voting Rights Exercise Form or via the Internet in advance if possible, and refrain from attending the meeting in person, regardless of your health status, to prevent the spread of COVID-19.

Please review the Reference Materials for the Ordinary General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. (Japan time), Thursday, June 25, 2020.

[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 accordance with the guidance on the screen by the above-mentioned deadline. If you have any questions, please contact the administrator of FANUC CORPORATION's shareholder register, Tokyo Securities Transfer Agent Co., Ltd. (Phone: [phone]).

1. Date:

2. Place:

3. Agenda of the Meeting Matters to be reported:

Matters to be resolved:

Item 1: Dividends of Surplus

Item 2: Election of Twelve (12) Directors

Item 3: Election of One (1) Audit & Supervisory Board Member

4. Other Matters Determined Concerning the General Meeting of Shareholders

(1) If voting rights are exercised by both the enclosed Voting Rights Exercise Form and the electronic method, the votes exercised by the electronic method shall be effective.

(2) If voting rights are exercised twice or more by electronic methods, the votes last exercised shall be effective.

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

1

Reference Material for the Ordinary General Meeting of Shareholders

Item 1 Dividends of Surplus

Our basic policy of distributing profits to shareholders is as follows:

(Announced on April 24, 2019)

1. Dividends

Our basic policy is to implement, in principal, a consolidated payout ratio of 60%.

1. 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 the balance with our investment in growth.
2. 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.

The Company's Board of Directors resolved at its meetings held on April 24, July 29, October 28, 2019 and January 29, 2020 to repurchase up to ¥50.0 billion of treasury shares. However, given the extreme volatility of the stock market as a result of factors including trade friction between the United States and China and the COVID-19 pandemic, the amounts of treasury shares acquired did not reach the approved upper limits.

For the year-end dividends of this fiscal year, we propose to pay a special dividend, which is provided primarily from the difference between the upper limit amounts approved by the Board of Directors and the amounts of treasury shares actually acquired, in addition to a dividend corresponding to a consolidated payout ratio of 60%.

The dividend for the full fiscal year will be ¥300.00 per share, in total with the dividend for the first half of the fiscal year that has been paid in December, 2019 (¥125.35 per share), resulting in ¥174.65 per share for the second half.

1. Type of dividend asset Cash
2. Allocation of dividend assets to shareholders and total amount of allocation

¥174.65 per share of common stock (dividend payout ratio (Consolidated): 101.0%) Breakdown of dividend

Ordinary dividend:	¥103.79 per share (dividend payout ratio (Consolidated): 60.0%)
Special dividend:	¥70.86 per share (dividend payout ratio (Consolidated): 41.0%)

Total amount of payout: ¥33,502,409,677

1. Effective date of dividend payment June 29, 2020

2

Item 2 Election of Twelve (12) Directors

The term of office of the eleven (11) Directors will expire at the conclusion of the meeting. In order to further strengthen the corporate governance system, we propose to increase the number of Outside Directors by one (1) and to elect twelve (12) Directors.

The twelve (12) candidates for Director are as follows:

									Attendance
Candidates'		Name					Position and responsibilities at the Company	at the Board
number						of Directors
									meetings
1	Yoshiharu Inaba							Representative Director, Chairman	100%
Renominated
					(12 of 12)
2	Kenji Yamaguchi							Representative Director, President, CEO	92%
Renominated
					and CIO	(11 of 12)
								Representative Director, Senior
3	Hiroyuki Uchida							Executive Vice President and CTO	92%
Renominated
					General Manager, ROBOMACHINE	(11 of 12)
								Business Division
								Representative Director, Senior
4	Yoshihiro Gonda							Executive Vice President and CFO	100%
Renominated
					General Manager, Corporate	(12 of 12)
								Administration Division
								Director, Senior Executive Vice President
5	Yutaka Saito							and CISO	90%
Renominated
					General Manager, IoT Administration	(9 of 10)
								Division
6	Kiyonori Inaba							Director, Executive Managing Officer	100%
Renominated						General Manager, ROBOT Business
					(12 of 12)
								Division
7	Hiroshi Noda							Director, Executive Managing Officer	100%
Renominated
					General Manager, FA Business Division	(12 of 12)
8	Michael J. Cicco							Senior Managing Officer
Newly nominated					President and CEO, FANUC America	−
								Corporation
									92%
9	Kazuo Tsukuda				Outside Director	Director
Renominated
					(11 of 12)
		Independent Director
								92%
10	Yasuo Imai				Outside Director	Director
Renominated
					(11 of 12)
		Independent Director
								100%
11	Masato Ono				Outside Director	Director
Renominated
					(12 of 12)
		Independent Director
12	Naoko Yamazaki				Outside Director	−	−
Newly nominated
	Independent Director

3

Candidates'	Name				Number of shares
	Personal history, position and responsibilities	of the Company
number	(Date of birth)
			held by candidate
1		April 1973		Joined Isuzu Motors Limited	5,000 shares
	September 1983		Joined the Company
		June 1989		Appointed Director of the Company
		June 1992		Appointed Senior Vice President (Director) of the Company
		June 1995		Appointed Executive Vice President (Director) of the
				Company
		May 2001		Appointed Senior Executive Vice President (Representative
				Director) of the Company
		June 2003		Appointed President and CEO (Representative Director) of
				the Company
	Yoshiharu Inaba	June 2016		Appointed Chairman and CEO (Representative Director) of
			the Company
	(July 23, 1948)
	April 2019		Appointed Chairman (Representative Director) of the
	Renominated			Company (to the present)
		(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 was
		appointed President and CEO (Representative Director) in June 2003, and
		has served as Chairman (Representative Director) since 2016. In order to
		benefit from his experiences and deep insights in management
		decision-making and supervision of the Company, his reappointment as
		Director is proposed.
2		April 1993		Joined the Company	2,000 shares
	October 2000		Manager, Section 1, Dept.1, Robot Laboratory of the
				Company
		June 2003		General Manager, Manufacturing Technology of the Company
		April 2007		General Manager, Headquarters Factories of the Company
		June 2008		General Manager, Factories Division of the Company
				Appointed Executive Vice President (Director) of the
				Company
		February 2012		Appointed Senior Executive Vice President (Director) of the
	Kenji Yamaguchi			Company
	October 2013		Appointed Senior Executive Vice President (Representative
	(August 6, 1968)
			Director) of the Company
		June 2016		Appointed President and COO (Representative Director) of
	Renominated			the Company
				General Manager, FA Business Division of the Company
		April 2019		Appointed President and CEO (Representative Director) of
				the Company
		April 2020		Appointed President, CEO and CIO (Representative Director)
				of the Company (to the present)
		(Attendance		at the Board of Directors meetings held during this period)
		92% (11 of 12)
		(Reason for nomination as candidate)
		Kenji Yamaguchi has been involved in research and development,
		manufacturing, production technologies 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, CEO and CIO*
		(Representative Director). In order to benefit from his experiences and
		deep insights in management decision-making and supervision of the
		Company, his reappointment as Director is proposed.
		(*) CIO: Chief Information Officer

4

Candidates'	Name				Number of shares
	Personal history, position and responsibilities	of the Company
number	(Date of birth)
			held by candidate
3		April 1982		Joined the Company	1,896 shares
	April 1996		Deputy General Manager, Servo Laboratory of the Company
		June 1997		Appointed Director of the Company
		April 2001		Appointed Senior Vice President (Director) of the Company
		June 2006		Appointed Executive Vice President (Director) of the
				Company
		October 2013		Appointed Senior Executive Vice President (Representative
				Director) of the Company
				General Manager, ROBOMACHINE Business Division of the
				Company (to the present)
	Hiroyuki Uchida	June 2016		Appointed Senior Executive Vice President and CTO
			(Representative Director) of the Company (to the present)
	(June 12, 1958)
		(Attendance		at the Board of Directors meetings held during this period)
	Renominated	92% (11 of 12)
		(Reason for nomination as candidate)
		Hiroyuki Uchida has been involved in research and development of FA
		products and research and development and sales of ROBOMACHINE
		products, and currently serves as General Manager, ROBOMACHINE
		Business Division. As CTO, he is in charge of research and development
		and has contributed greatly to the development of highly reliable and
		high-performance products. In order to benefit from his high level of
		expertise and experiences in management decision-making and
		supervision of the Company, his reappointment as Director is proposed.
4		April 1984		Joined the Company	1,964 shares
	October 2000		Assistant to the Group Executive, Finance Group (Purchasing)
				of the Company
		June 2001		Appointed Director of the Company
		June 2007		Appointed Executive Vice President (Director) of the
				Company
		February 2012		Appointed Senior Executive Vice President (Director) of the
				Company
		October 2013		Appointed Senior Executive Vice President (Representative
				Director) of the Company
	Yoshihiro Gonda			General Manager, Corporate Administration Division of the
			Company (to the present)
	(July 24, 1960)
	June 2016		Appointed Senior Executive Vice President and CFO
	Renominated			(Representative Director) of the Company (to the present)
	(Attendance		at the Board of Directors meetings held during this period)
		100% (12 of 12)
		(Reason for nomination as candidate)
		Yoshihiro Gonda has been involved in overall administrative operations
		such as accounting and purchasing. Currently as General Manager,
		Corporate Administration Division and CFO, he has contributed to the
		strengthening of the Company's corporate structure. In order to benefit
		from his high level of expertise and experiences in management
		decision-making and supervision of the Company, his reappointment as
		Director is proposed.

5

Candidates'	Name				Number of shares
	Personal history, position and responsibilities	of the Company
number	(Date of birth)
			held by candidate
5		April 1979		Joined Hitachi, Ltd. (Omika Factory)	1,000 shares
	April 2006		General Manager, Information & Control Systems Division of
				Hitachi, Ltd.
		April 2010		Appointed Vice President and Executive Officer of Hitachi,
				Ltd.
				President & CEO, Information & Control Systems Company
				and Vice General Manager, Smart City Business Management
				Division of Hitachi, Ltd.
		April 2014		Appointed Representative Executive Officer, Executive Vice
				President and Executive Officer of Hitachi, Ltd.
	Yutaka Saito			President & CEO of Information & Telecommunication
			Systems Group and Information & Telecommunication
	(December 11, 1954)			Systems Company, and CEO of Platform Division of Hitachi,
				Ltd.
	Renominated	April 2016		General Manager of IoT Business Promotion Division of
				Hitachi, Ltd.
		April 2018		Transferred to the Company
				Appointed Senior Executive Vice President of the Company
				Responsible for IoT of the Company
		February 2019		General Manager, FIELD Promotion Division of the
				Company
		June 2019		Appointed Senior Executive Vice President (Director) of the
				Company
		December 2019		Appointed Senior Executive Vice President and CISO
				(Director) of the Company (to the present)
		April 2020		General Manager, IoT Administration Division of the
				Company (to the present)
		(Attendance		at the Board of Directors meetings held during this period)
		90% (9 of 10)
		(Reason for nomination as candidate)
		Yutaka Saito has a prestigious career of actively promoting the IoT
		business at Hitachi, Ltd. He is in charge of the Company's IoT strategy,
		namely our IoT platform, FIELD system. As CISO*, he has worked to
		strengthen the Company's cyber security. In order to benefit from his high
		level of expertise and experiences in management decision-making and
		supervision of the Company, his reappointment as Director is proposed.
		(*) CISO: Chief Information Security Officer
6		January 2009		Joined the Company	1,000 shares
	May 2013		General Manager, Robot Laboratory of the Company
		June 2013		Appointed Director of the Company
		October 2013		Appointed Executive Vice President (Director) of the
				Company
				General Manager, ROBOT Business Division of the Company
				(to the present)
		June 2016		Appointed Executive Managing Officer (Director) of the
				Company (to the present)
	Kiyonori Inaba	(Attendance		at the Board of Directors meetings held during this period)
	100% (12 of 12)
	(February 13, 1978)	(Reason for nomination as candidate)
	Renominated	Kiyonori Inaba has been involved in the research and development of
	robots, and currently serves as General Manager, ROBOT Business
		Division, contributing to the development of business in the fast-growing
		industrial robot market. In order to benefit from his high level of expertise
		and experiences in management decision-making and supervision of the
		Company, his reappointment as Director is proposed.

6

Candidates'	Name				Number of shares
	Personal history, position and responsibilities	of the Company
number	(Date of birth)
			held by candidate
7		April 1989		Joined the Company	1,000 shares
	January 2002		Senior Vice General Manager, CNC Laboratory of the
				Company
		June 2003		Appointed Director of the Company
		March 2011		Appointed Senior Vice President (Director) of the Company
		October 2013		Appointed Executive Vice President (Director) of the
				Company
		May 2014		Vice General Manager (R&D), FA Business Division of the
				Company
	Hiroshi Noda	June 2016		Appointed Executive Managing Officer (Director) of the
			Company (to the present)
	(May 8, 1963)	April 2019		General Manager, FA Business Division of the Company (to
				the present)
	Renominated
	(Attendance at the Board of Directors meetings held during this period)
		100% (12 of 12)
		(Reason for nomination as candidate)
		Hiroshi Noda has been involved in research and development of FA
		products, and currently serves as General Manager, FA Business Division,
		contributing to the further development of CNC systems and lasers, which
		are the Company's basic products. In order to benefit from his high level of
		expertise and experiences in management decision-making and supervision
		of the Company, his reappointment as Director is proposed.
8		August 1999		Joined FANUC America Corporation ("FAC")	0 shares
	November 2015		Appointed Vice President of FAC
		April 2016		Appointed President and COO of FAC
		June 2016		Appointed Managing Officer of the Company
		July 2016		Appointed President and CEO of FAC (to the present)
		June 2017		Appointed Senior Managing Officer of the Company (to the
				present)
		(Reason for		nomination as candidate)
		Michael J. Cicco currently serves as President and CEO of FANUC
	Michael J. Cicco	America Corporation, a subsidiary responsible for the Company's business
	in the Americas, and has contributed to its growth and development. As it
	(October 16, 1976)	would be		beneficial to employ his experiences and deep insights in
		management decision-making and supervision of the Company, his
	Newly nominated	appointment as Director is proposed.

7

Candidates'	Name			Number of shares
	Personal history, position and responsibilities	of the Company
number	(Date of birth)
		held by candidate
9		April 1968	Joined Mitsubishi Heavy Industries, Ltd.	0 shares
	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)
	Kazuo Tsukuda		of Mitsubishi Heavy Industries, Ltd.
	(September 1, 1943)	June 2013	Appointed Senior Corporate Advisor of Mitsubishi Heavy
			Industries, Ltd.
	Outside Director	June 2015	Appointed Director of the Company (to the present)
	June 2019	Appointed Executive Corporate Advisor of Mitsubishi Heavy
	Independent Director
		Industries, Ltd. (to the present)
	Renominated
		(Significant	concurrent posts of other entities)
		Executive Corporate Advisor of Mitsubishi Heavy Industries, Ltd.
		Outside Director of Mitsubishi Research Institute, Inc.
		Outside Director (Audit and Supervisory Committee Member) of
		Yamaguchi Financial Group, Inc.
		(Attendance at the Board of Directors meetings held during this period)
		92% (11 of 12)
		(Reason for nomination as candidate)
		In order to develop the Company's business steadily and to enhance its
		corporate value, it is quite effective to introduce to the 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 corporate management, having a deep understanding of the
		Company's business. Although the Company has business transactions
		with Mitsubishi Heavy Industries, Ltd., at which Kazuo Tsukuda currently
		serves as Executive Corporate Adviser and served as Chairman and
		President in the past, the transaction value accounts for less than 0.5% of
		consolidated net sales of both of the company and the Company. Therefore,
		there is no risk of his 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 from an 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 five
		(5) years at the conclusion of the coming shareholder meeting.

Notes:

1. Kazuo Tsukuda is a candidate for Outside Director as defined in Article 2, Item 15 of the Companies Act of Japan.
2. We have entered into an agreement with Kazuo Tsukuda limiting his 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.

8

Candidates'	Name			Number of shares
	Personal history, position and responsibilities	of the Company
number	(Date of birth)
		held by candidate
10		July 1971	Joined the Ministry of International Trade and Industry	0 shares
		(currently the Ministry of Economy, Trade and Industry)
		July 2002	Appointed Director - General, Manufacturing Industries
			Bureau of the ministry
		July 2003	Appointed Commissioner of Japan Patent Office
		July 2004	Appointed Adviser of Japan Industrial Policy Research
			Institute
		July 2006	Appointed Senior Managing Executive Officer, Executive
			Vice President of Pipe & Tube Company, of Sumitomo Metal
			Industries, Ltd (currently NIPPON STEEL CORPORATION)
		April 2007	Appointed Senior Managing Executive Officer, President of
	Yasuo Imai		Pipe & Tube Company of the company
	June 2007	Appointed Director & Senior Managing Executive Officer
	(October 22, 1948)		(Member of the Board), President of Pipe & Tube Company of
		the company
	Outside Director	April 2008	Appointed Director & Executive Vice President (Member of
		the Board), President, Pipe & Tube Company of the company
	Independent Director	June 2011	Appointed President, Chief Operating Officer (Member of the
	Renominated		Board) of AIR WATER INC.
	June 2015	Appointed Director 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. Chairman, Japan Industrial and Medical Gases Association

(Attendance at the Board of Directors meetings held during this period) 92% (11 of 12)

(Reason for nomination as candidate)

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 to 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 and extensive knowledge concerning the manufacturing industry and the protection of intellectual property, etc. At the same time, he is currently an active corporate executive and is also knowledgeable about corporate management due to having more than 13 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 the Company has business transactions with Air Water Inc., at which Yasuo Imai serves as Director, Vice Chairman of the Board, the transaction value accounts for less than 0.5% of consolidated net sales of both of the companies. Also, the Company has no business transactions with Japan Industrial and Medical Gases Association, at which Yasuo Imai serves as Chairman. Therefore, 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 five

(5) years at the conclusion of the coming shareholder meeting.

Notes:

1. Yasuo Imai is a candidate for Outside Director as defined in Article 2, Item 15 of the Companies Act of Japan.
2. We have entered into an agreement with Yasuo Imai limiting his 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.

9

Candidates'	Name			Number of shares
	Personal history, position and responsibilities	of the Company
number	(Date of birth)
		held by candidate
11		April 1974	Joined Dai-ichi Kangyo Bank, Ltd.	0 shares
	March 2006	Appointed Executive Officer of Mizuho Bank, Ltd.
		June 2007	Appointed Deputy President and Representative Director of
			Mizuho Financial Group, Inc.
		June 2012	Appointed President and CEO (Member of the Board) of Total
			Insurance Service Limited
		June 2013	Appointed Director of the Company (to the present)
		July 2017	Appointed Special Advisor of Total Insurance Service Limited
		August 2018	Appointed Director of authorized NPO, the Gold Ribbon
			Network (to the present)
	Masato Ono
	(Significant concurrent posts of other entities)
	(November 4, 1950)
	Director of authorized NPO, the Gold Ribbon Network
	Outside Director	Outside Director of Nippon Light Metal Holdings Company, Ltd.
	(Attendance at the Board of Directors meetings held during this period)
	Independent Director
	Renominated	100% (12 of 12)
		(Reason for nomination as candidate)
		Our company has specialized in business activities in the narrow field of
		the automation of manufacturing and as such the Board of Directors
		consists mostly of Directors with engineering background focusing on its
		core business. Given this context, Masato Ono has been providing the
		Company with extremely valuable advice on enhancing corporate value
		from a totally different point of view, contributing to active discussions at
		meetings of the Board of Directors based on his many years of experience
		in management of financial institutions. The Company has made no
		borrowing from Mizuho Financial Group, Inc., at which Masato Ono
		served as Deputy President and Representative Director, and it has been
		over twelve (12) years since he retired as Director of Mizuho Financial
		Group, Inc. The Company has no business transactions with Total
		Insurance Service Limited, at which Masato Ono served as President and
		CEO. Therefore, 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
		seven (7) years at the conclusion of the coming shareholder meeting.

Notes:

1. Masato Ono is a candidate for Outside Director as defined in Article 2, Item 15 of the Companies Act of Japan.
2. We have entered into an agreement with Masato Ono limiting his 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.

10

Candidates'	Name			Number of shares
	Personal history, position and responsibilities	of the Company
number	(Date of birth)
		held by candidate
12		April 1996	Joined the National Space Development Agency of Japan	0 shares
		(currently Japan Aerospace Exploration Agency (JAXA))
		September 2001	Authorized as an astronaut to board the International Space
			Station
		April 2010	Served as a mission specialist on the Space Shuttle Discovery,
			and engaged the mission of assembling the International
			Space Station (STS-131(19A))
		September 2011	Appointed Honorary Chairman of the Japan Abacus
			Education Association (to the present)
		April 2012	Appointed Visiting Professor, Ritsumeikan University (to the
	Naoko Yamazaki		present)
	July 2012	Appointed Member of the Committee on National Space
	(December 27, 1970)
		Policy under the Cabinet Office (to the present)
		May 2013	Appointed Visiting Professor, Joshibi University of Art and
	Outside Director		Design (to the present)
	Independent Director July 2015	Appointed Director of the Japanese Rocket Society and
	Newly nominated		Chairman of the "Sorajo" Board (to the present)
	December 2015	Appointed Member of the Executive Committee and the
			Advisory Board for the International Robot Competition (to
			the present)
		March 2016	Appointed Outside Director of Nabtesco Corporation
		April 2016	Appointed Specially Appointed Associated Professor,
			Graduate School of Advanced Integrated Studies in Human
			Survivability of Kyoto University
		September 2017	Appointed Outside Director of OPTORUN Co., Ltd. (to the
			present)
		June 2018	Appointed Outside Director of TOPCON CORPORATION
			(to the present)
		July 2018	Appointed Representative Director of Space Port Japan
			Association (to the present)

(Significant concurrent posts of other entities) Representative Director of Space Port Japan Association

Member of the Committee on National Space Policy under the Cabinet Office

Outside Director of OPTORUN Co., Ltd. Outside Director of TOPCON CORPORATION

(Reason for nomination as candidate)

Naoko Yamazaki has extensive knowledge of advanced aerospace engineering and manned spacecraft systems, including robotic arms, as an engineer. 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. Based on her wealth of experience and insight, she can be expected to oversee the Company's management and provide useful advice for the improvement of corporate values. Thus her new appointment as Outside Director is proposed.

The Company has no business transactions with Space Port Japan Association, at which Naoko Yamazaki serves as Representative Director. Therefore, there is no risk of her independence being affected by this position.

Under the premise that this Item is approved as proposed, the Company will appoint Naoko Yamazaki as an Independent Director as defined by the Tokyo Stock Exchange and duly notify the Tokyo Stock Exchange.

Notes:

1. Naoko Yamazaki is a candidate for Outside Director as defined in Article 2, Item 15 of the Companies Act of Japan.
2. If this Item is approved as proposed, we will enter into an agreement with Naoko Yamazaki limiting her 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.

11

Item 3 Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Hajime Harada will expire at the conclusion of the meeting. Accordingly, the election of the following one (1) Audit & Supervisory Board Member is proposed.

The candidate for Audit & Supervisory Board Member is as follows.

The Audit & Supervisory Board has consented to the submission of this item.

Name			Number of shares
	Personal history and position	of the Company
(Date of birth)
		held by candidate
	April 1980	Registered as lawyer (to the present)	0 shares
		Joined Nishi and Iseki Law Office (currently Nishi & Partners Attorneys
		and Counselors at Law)
	April 1995	Appointed Auditor of Kanagawa Learning Disability Research Association
	April 2001	Appointed Civil Conciliation Commissioner, Tokyo District Court (to the
		present)
	April 2004	Appointed Instructor, Showa Women's University
	October 2007	Appointed a member of the National Bar Examination Commission, Code
		of Civil Procedure
	June 2012	Appointed External Audit & Supervisory Board Member of MORINAGA
Mieko Tomita		MILK INDUSTRY CO., LTD.
April 2017	Senior Partner, Nishi & Partners Attorneys and Counselors at Law (to the
(August 15, 1954)
	present)
	June 2019	Appointed Outside Director (Member of the Audit & Supervisory
Outside Audit &		Committee) of Nisshin Seifun Group Inc. (to the present)
Supervisory Board
Member	(Significant	concurrent posts of other entities)
Independent Auditor	Senior Partner, Nishi & Partners Attorneys and Counselors at Law
Newly nominated	Outside Director (Member of the Audit & Supervisory Committee) of Nisshin Seifun
	Group Inc.
	(Reason for nomination as candidate)
	Mieko Tomita has specialized knowledge and broad insights cultivated as a lawyer. As
	she can be expected to provide advice from an objective standpoint on strengthening the
	audits and supervision of the Company's business and corporate governance, as well as
	maintaining and improving compliance, her appointment as Outside Audit &
	Supervisory Board Member is proposed.
	The Company has no business transactions with Nishi & Partners Attorneys and
	Counselors at Law, at which Mieko Tomita serves as Senior Partner. Therefore, there is
	no risk of her independence being affected by this position.
	Under the premise that this Item is approved as proposed, the Company will appoint
	Mieko Tomita as an Independent Auditor as defined by the Tokyo Stock Exchange and
	duly notify the Tokyo Stock Exchange.

Notes:

1. Mieko Tomita is a candidate for Outside Audit & Supervisory Board Member as defined in Article 2, Item 16 of the Companies Act of Japan.
2. If this Item is approved as proposed, we will enter into an agreement with Mieko Tomita limiting her 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.

12

(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 the candidate 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.
7. • END -

13

Attachments to the Notice of Convocation of the General Meeting of Shareholders

BUSINESS REPORT

(April 1, 2019 through March 31, 2020)

1. Summary of Current Status of the FANUC Group

(1) Business trends and achievements

The overall business environment surrounding the FANUC Group during this period was harsh, due primarily to the cautious approach to capital investments mainly in the Chinese market, stemming from the impact of the trade friction between the United States and China. In addition, as the impact of the coronavirus (COVID-19) became more severe towards the end of the period, the business environment became very difficult and unclear.

Even under these circumstances, in order to continue management from a medium to long-term perspective, the FANUC Group promoted major initiatives consisting mainly of advancing product development featuring superior reliability and maintainability, establishing a manufacturing scheme to achieve high quality and short delivery time, and strengthening the service system that supports our customers' manufacturing activities, by uniting as one group under the slogans; "one FANUC," "Reliable, Predictable, Easy to Repair," and "Service First."

At the same time, to deal with the current strenuous market conditions, we have steadily fortified our corporate structure by reducing expenses and time, and streamlining business operations throughout the Company, as well as reviewing plans for equipment and facility investments according to priority.

During the fiscal year ended March 31, 2020, FANUC posted consolidated net sales totaling ¥508,252 million, down 20.0%, consolidated ordinary income totaling ¥102,816 million, down 44.0%, and consolidated net income totaling ¥73,371 million, down 52.4%, compared with the previous fiscal year.

(Note): "Net income" in "Summary of Current Status of the FANUC Group" means "Net income attributable to owners of parent" in the Consolidated Statement of Income.

During this period, "FANUC Robot R-2000iD/210FH," a product with cables integrated into its arm and featuring a good balance between design and function, won "Nikkan Kogyo Shimbun Best 10 New Product Awards 2019/Main Award" and the "Nikkei Business Daily Awards for Excellence/2019 Nikkei Superior Products and Services Awards." We also won a METI Minister's Award for Excellent Corporation Utilizing the Intellectual Property Rights System (open innovation promoter) in the "Intellectual Property Achievement Awards" awarded by the Japan Patent Office, METI. In addition, FANUC's contribution to the ultra-precision small plastic molded parts market through ROBOSHOTs (electric injection molding machines) was highly appraised, and was awarded the "2019 Okochi Memorial Production Prize" for the "development of fully electric injection molding machines for ultra-precision small plastic molded parts" from the Okochi Memorial Foundation.

The following is a summary of the results for each business division:

[FA Division]

Demand in the machine tool industry, the primary market for FANUC CNC systems, declined in the Chinese market due mainly to the impact of the trade friction between the United States and China, and demand for machines also dropped in Taiwan, which is heavily dependent on the Chinese market. In the face of the restraining of capital investments, demand declined in Japan and Europe as well. Sales in South Korea, as well as India which had performed solid in the previous period, remained sluggish due mainly to weak domestic demand. Across the world, automobile-related investment, which greatly impacts demand for machines, was stagnant. As a result, net sales of CNC systems of the FANUC Group decreased compared with the previous fiscal year.

In terms of development, we developed the "FANUC Series 30i/31i/32i-B Plus" as the newest models of the "FANUC 30i series," equipping it with FANUC's state-of-the-art control technology as a standard feature, with further enhancements for

14

high speed, high precision and high quality machining. We also developed "CNC-QSSR", which allows easy introduction of FANUC robots to machine tools. For servo motors, by implementing machine learning in servo tuning, our "AI Servo Tuning" has been improved to suppress vibrations at a high level. We also enhanced our "DD MOTOR DiS-B series" lineup with the addition of 15 new models.

With regard to our lasers, although we continued focusing efforts on expanding sales, the competitions with overseas manufacturers has intensified.

In terms of development, greater efficiency has been achieved through improvements to the internal units of the "FANUC FIBER LASER series" of fiber laser oscillators, which are used to cut, weld, and perform laminated molding of metal and non-metal materials. These improvements enable high-power laser oscillation using little energy, leading to the reduction of energy consumption.

The FA Division posted consolidated sales totaling ¥143,247 million, down 32.1% compared with the previous fiscal year, and FA Division sales accounted for 28.3% of consolidated net sales.

[ROBOT Division]

In the ROBOT Division, sales in the Americas were solid. In Japan, sales slightly increased for the automobile industry and slightly decreased for the general industries. Sales in China and Europe both for the automobile industry and for the general industries were sluggish. As a result, sales in the ROBOT Division as a whole decreased compared with the previous fiscal year.

New developments include the addition of the "FANUC Robot CRX-10iA" to our lineup of collaborative robots, which do not require a safety fence and enable robots and humans to work together. This robot combines the high reliability and safety we have developed over the years, with intuitive operation, making it easy to introduce robots even for customers who have never used robots before. We also developed the "FANUC Robot R-2000iD/210FH," a product with cables embedded into its arm and featuring a good balance between design and function. It eliminates concerns about coming into contact with peripheral equipment for pipes and cables, and simplifies offline teaching. We also developed a "Free Curve Operation Function," which allows accurate motions in curves along positions that were taught. These and other new products and functions are expected to further expand the range of applications of FANUC robots.

The ROBOT Division posted consolidated sales totaling ¥202,491 million, down 6.9% compared with the previous fiscal year. ROBOT Division sales accounted for 39.8% of consolidated net sales.

[ROBOMACHINE Division]

As there was almost no short-term demand in the IT-related industry for ROBODRILLs (compact machining centers), we focused on expanding sales in the market for automobile parts. However, as the automobile-related market slowed down in the latter half of the period, sales decreased. In addition, sales ofROBOSHOTs (electric injection molding machines) slightly decreased, although we made persistent efforts to expand sales mainly to automobile parts, IT-related, and medical markets. With regard to ROBOCUTs (wire-cut electric discharge machines), sales also declined, mainly in the Chinese market.

Development included maximum usage of our latest CNC functions and servo functions in the "FANUC ROBODRILL α-DiB series," to reduce machining cycle time and expand sales opportunities, especially in the automobile parts machining market. For the "FANUC ROBOSHOT α-SiA series," we developed options for molding medical components, to meet the sudden increase in demands in recent years. By presenting such functions in packaged form, deployment in the market has accelerated. For the "FANUC ROBOCUT α-CiB series," we have enhanced our discharge control circuit and discharge control software to further improve both processing accuracy and ease of use. This has made it possible to expand sales into the high precision mold market, which could not be done before. With regard to ROBONANO (ultra-precision machine), the development of "FANUC ROBONANO α-NTiA," an ultra-precision lathe that uses our latest CNC and servo technologies, has been completed and launched to the market. This release of a lathe-type nano machine follows "FANUC ROBONANO α-NMiA," a machining-typeultra-precision nano machine launched in 2018, fulfilling our ROBONANO lineup, and enabling us to meet a wide range of ultra-precision machining needs of the market.

15

The ROBOMACHINE Division posted consolidated sales totaling ¥74,912 million, down 34.9% compared with the previous fiscal year. ROBOMACHINE Division sales accounted for 14.7% of consolidated net sales.

[Service Division]

The Service Division, under our slogan "Service First," reinforced our service system, increased efficiency through proactive introduction of IT technology, enhanced our service technology and improved our service tools. By maintaining a network of over 260 service offices covering 108 countries around the world, we are providing rapid service activities to minimize downtime in our customers' factories.

The Service Division posted consolidated sales totaling ¥87,602 million, down 4.7% compared with the previous fiscal year. Service Division sales accounted for 17.2% of consolidated net sales.

【Approaches to IoT and AI】

In our efforts to support IoT technology, we released the third version of the base software of FIELD system, which is an open platform that connects machines, sensors and other devices of various companies in manufacturing sites, and allows a wide range of companies to participate in the development of application software. This version includes more functions and improves operability and reliability. FIELD system is an IoT product that connects various equipment in manufacturing sites to improve productivity, and its major feature is that it is able to process information in real-time at the edge (on-site in machining and assembly lines) of manufacturing sites.

We also began collaboration with Fujitsu Limited and NTT Communications Corporation targeting the creation of a "Digital Utility Cloud." This is an initiative to accelerate digital innovation with the aim to streamline overlapping internal operations, which can be seen throughout the machine tool industry, and improving the level of customer services. In order to achieve this objective, the three companies, including FANUC, will develop cloud services that can be used in common by all companies in the industry for the digitization of their businesses.

With regard to AI, we are collaborating with Preferred Networks, Inc. to promote the development of more practical AI functions for use in all products of the FA, ROBOT, ROBOMACHINE, and FIELD system Divisions. For example, the AI servo monitors (FA), AI path control (ROBOT), and AI thermal displacement compensation (ROBODRILL, ROBOCUT) functions that we have recently developed, have already been released in the markets of each product group, where they are contributing to improvements in the operating rate, ease of use, and machining precision of manufacturing equipment in actual manufacturing sites. In addition, our Basic Laboratory (renamed the "Next-Generation Technology Laboratory" on April 1, 2020) is currently developing the next AI functions that will be launched in the market over the next few years, and has begun research on fundamental AI technologies that will lay the foundations for the future. We also utilize AI technologies to make all products of the FA, ROBOT, ROBOMACHINE, and FIELD system Divisions more intelligent, in order to differentiate ourselves from our competitors.

【Research and Development】

During this period, FANUC continued to invest in research and development that will be essential for future growth, despite the harsh business 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", etc. rooted in high reliability, 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.

In addition, the FIELD Promotion Division progressed in the development of FIELD system and Digital Utility Cloud, among others.

16

(Note): The functions of the FIELD Promotion Division were aggregated in the IoT Administration Division, established on April 1, 2020.

(2) Capital Investment

Our capital investment during the fiscal year under review included the construction of a servo motor parts machining plant and a ROBONANO plant in our headquarters area, and the completion of a parts center building at our Hino Branch. On the other hand, taking the harsh business environment into consideration, we have reviewed and revised our capital investment plans based on our priorities, and have taken measures such as postponing non-urgent capital investments. As such, our total capital investment during the fiscal year under review is less than that of the previous fiscal year, in which we actively engaged in capital investment.

Total capital investment during the fiscal year under review was ¥70,478 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 from a long-term perspective without being affected by short-term events.

The trade friction between the U.S. and China has prolonged, and with the additional impacts of the global spread of COVID-19, it is anticipated that the situation will remain difficult and unpredictable for some time. On the other hand, the demand for factory automation is expected to grow over the medium to long-term.

In order to adapt to these environmental changes, the FANUC Group will continue to focus on management that is based on a long-term perspective.

Guided by the slogan "one FANUC," the FANUC Group will take maximum advantage of our unique strength in uniting our FA, ROBOT, and ROBOMACHINE Divisions to jointly provide total solutions and take care of customers throughout the world. 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, to minimize downtime in our customers' factories and improve their operating rates. Moreover, we will develop products with an even greater focus on ease of use, in order to respond to the increase in demands for factory automation, as acquiring skilled workers becomes more difficult.

Furthermore, we will practice our basic policy of "Service First" in providing high-level maintenance services pursuant to FANUC's global standard anywhere in the world, and "lifetime maintenance" for as long as our customers use our products. In particular, we will continue to focus on "lifetime maintenance," as it is one of the core strengths of the FANUC Group, which is difficult for competitors to imitate.

The FANUC Group believes that IoT and AI are indispensable technologies for FANUC to continue developing and launching highly competitive products to the market. By aggressively adopting these technologies in all areas of FA, ROBOT, and ROBOMACHINE products, we will further promote customers' production efficiency. We will continue to develop IoT technologies, such as the "FIELD system" open platform. With regard to AI technologies, we will develop functions that will be useful in actual manufacturing sites. For technologies that the Company does not possess, we will continue to actively collaborate with other companies, and strive to engage in speedy development.

We will pursue measures to strengthen our corporate structure from a long-term perspective, such as reinforcing product

17

competitiveness, strengthening sales and service activities, promoting automization and robotization in factories, and enhancing administrative efficiency. In addition, as a supplier of production goods, we are establishing multiple production sites and service centers in order to fulfill our responsibilities as a supplier and maintain service activities under any circumstance. Furthermore, we are also fortifying our supply chain by increasing the number of parts suppliers and maintaining appropriate inventory levels for parts.

Along with such activities, the FANUC Group is also striving to maintain its strong corporate structure by reducing expenses and time, and streamlining business operations. In addition, we consider human resources as being most vital for achieving medium and long-term growth. From this perspective, we will work on the key issues of creating better working environments for our employees and further improving employee motivation.

With regard to management, we will focus even more on the fact that FANUC's products can make major contributions to the achievement of SDGs. In addition to the operating income ratio, ordinary income ratio, and ROE, market shares will also be considered to be an important business indicator, and decisions will be made comprehensively with these in mind.

As a pressing issue, the FANUC Group is prioritizing the prevention of COVID-19 infection among its customers, partners, employees, and family members, along with containing its spread, while striving to continue to provide products and services to customers.

The FANUC Group will continue to thoroughly practice our basic principles of "Strict Preciseness" and "Transparency," and promote 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.

18

(5) Assets and Profits

1) The FANUC Group				(Millions of yen)
Item	FY 2016	FY 2017	FY 2018	FY 2019
(48th term)	(49th term)	(50th term)	(51st term)
Net sales	536,942	726,596	635,568	508,252
Ordinary income	168,829	249,525	183,459	102,816
Net income	127,697	181,957	154,163	73,371
Net income per share (Yen)	658.63	938.66	795.34	381.89
Total assets	1,564,769	1,728,227	1,625,340	1,512,499
Net assets	1,369,457	1,467,630	1,445,146	1,362,865

Note:	The "Partial Amendments to Accounting Standard for Tax Effect Accounting" (ASBJ Statement No. 28, February 16,
	2018), etc. have been applied from the beginning of the fiscal year ended March 31, 2019. The standards are retroactively
	applied to adjust figures for the fiscal year ended March 31, 2018.
2) The Company				(Millions of yen)
	Item	FY 2016	FY 2017	FY 2018	FY 2019
	(48th term)	(49th term)	(50th term)	(51st term)
Net sales		399,111	572,963	470,644	352,407
Ordinary income	141,733	196,196	147,956	67,586
Net income	112,393	147,664	136,326	54,697
Net income per share (Yen)	579.70	761.75	703.31	284.69
Total assets	1,271,871	1,397,384	1,292,323	1,177,585
Net assets	1,155,279	1,215,001	1,173,464	1,084,633
Note:	The "Partial Amendments to Accounting Standard for Tax Effect Accounting" (ASBJ Statement No. 28, February 16,
	2018), etc. have been applied from the beginning of the fiscal year ended March 31, 2019. The standards are retroactively

applied to adjust figures for the fiscal year ended March 31, 2018.

(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	Main products
FA Division	CNC systems (CNC and servo motors), lasers
ROBOT Division	Robots (including robot systems)
ROBOMACHINE Division	ROBODRILL (compact machining center), ROBOSHOT (electric injection molding
	machine), ROBOCUT (wire-cut electric discharge machine), ROBONANO (ultra
	precision machine)

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

19

(7) Principal Sites
Head office	Oshino-mura,Minamitsuru-gun, Yamanashi Prefecture
Laboratories	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)
Branches	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)
Factories	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)
Training Centers	FANUC ACADEMY (Oshino-mura,Minamitsuru-gun, Yamanashi Prefecture)
Note:	Basic Laboratory was renamed Next-Generation Technology Laboratory on April 1, 2020.

(8) Employees
	Number of employees	The Company	4,018
		The FANUC Group	8,164

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1. Principal Subsidiaries and Affiliated Companies

1. Principal Subsidiaries

Company name	Capital stock	Percentage of equity	Principal businesses
participation (%)
			Development, manufacture, sale and maintenance
FANUC America	US$ 157,300	100	services of robots and robot systems as well as sale
Corporation	thousand	and maintenance services of CNC systems, lasers
			and ROBODRILL
	€ 110,961		Sale and maintenance services of CNC systems,
FANUC Europe	100	lasers, robots, ROBODRILL, ROBOSHOT and
Corporation	thousand	ROBOCUT as well as manufacture, sale and
			maintenance services of robot systems
			Sale and maintenance services of CNC systems,
KOREA FANUC	Won 32,364 million	94	lasers, robots, ROBODRILL, ROBOSHOT and
CORPORATION	ROBOCUT as well as manufacture, sale and
			maintenance services of robot systems
			Knock-down manufacture, sale and maintenance
TAIWAN FANUC	NT$ 1,448 million	100	services of CNC systems, sale and maintenance
CORPORATION	services of lasers and robots, as well as manufacture,
			sale and maintenance services of robot systems
			Sale and maintenance services of CNC systems,
FANUC INDIA	Rupee 290 million	100	lasers, robots, ROBODRILL, ROBOSHOT and
PRIVATE LIMITED	ROBOCUT, as well as manufacture, sale and
			maintenance services of robot systems
SHANGHAI-FANUC	US$ 21,000		Sale and maintenance services of ROBODRILL,
Robomachine CO.,	51	ROBOSHOT and ROBOCUT
thousand
LTD.
FANUC	¥327 million	100	Manufacture of parts of CNC systems, lasers, robots,
PERTRONICS LTD	ROBODRILL, ROBOSHOT and ROBOCUT
FANUC SERVO LTD	¥450 million	100	Manufacture of servo motors
2) Principal Affiliated Companies
Company name	Capital stock	Percentage of equity	Principal businesses
participation (%)
BEIJING-FANUC	US$ 11,300		Knock-down manufacture, sale and maintenance
Mechatronics CO.,	50	services of CNC systems as well as sale and
thousand
LTD.		maintenance services of lasers
SHANGHAI-FANUC	US$ 12,000	50	Sale and maintenance services of robots, as well as
manufacture, sale and maintenance services of robot
Robotics CO., LTD.	thousand
	systems

21

2. Matters Concerning the Shares of the Company

(1) Total number of shares authorized to be issued by the Company:	400,000,000 shares
(2) Total number of issued shares:		204,031,841 shares
(3) Number of shareholders:		59,672
(4) The ten largest shareholders:
	Name	Number of shares	Percentage of equity
	participation
		(In thousands)	(%)
The Master Trust Bank of Japan, Ltd. (Trust Account)	30,437	15.9
Japan Trustee Services Bank, Ltd. (Trust Account)	15,876	8.3
JPMorgan Chase Bank, 380055	6,386	3.3
SSBTC Client Omnibus Account	4,709	2.5
Citibank, N.A. - NY, as Depositary Bank for Depositary	4,265	2.2
Shareholders
Japan Trustee Services Bank, Ltd. (Trust Account 5)	3,870	2.0
JPMorgan Chase Bank 385151	3,359	1.8
Trust & Custody Services Bank, Ltd. (Securities Investment	2,906	1.5
Trust Account)
State Street Bank West Client - Treaty 505234	2,827	1.5
The Bank of New York Mellon 140042	2,823	1.5
Note:	The percentages of equity participation are calculated after subtracting the number of treasury shares (12,206 thousand
	shares) from the total number of issued shares.

22

3. Directors and Audit & Supervisory Board Members

(1) Names of Directors and Audit & Supervisory Board Members, etc.

Position	Name	Responsibilities
or significant concurrent posts of other entities
Representative Director, Chairman	Yoshiharu Inaba
Representative Director,	Kenji Yamaguchi
President and CEO
Representative Director,	Hiroyuki Uchida	General Manager, ROBOMACHINE Business Division
Senior Executive Vice President and CTO
Representative Director,	Yoshihiro Gonda	General Manager, Corporate Administration Division
Senior Executive Vice President and CFO
Director,	Yutaka Saito	Responsible for IoT,
Senior Executive Vice President and CISO		and General Manager, FIELD Promotion Division
Director,	Kiyonori Inaba	General Manager, ROBOT Business Division
Executive Managing Officer
Director,	Hiroshi Noda	General Manager, FA Business Division
Executive Managing Officer
Director	Richard E. Schneider	Chairman, FANUC America Corporation
Director	Kazuo Tsukuda	Executive Corporate Advisor of Mitsubishi Heavy Industries, Ltd.
Director	Yasuo Imai	Vice Chairman of AIR WATER INC.
Director	Masato Ono	Director of authorized NPO, the Gold Ribbon Network
Standing Audit & Supervisory Board	Katsuo Kohari
Member
Audit & Supervisory Board Member	Katsuya Mitsumura	Founder and head of Katsuya Mitsumura C.P.A. and Tax Accountant
		Office
Audit & Supervisory Board Member	Masaharu Sumikawa	President of Tsukuba Global Innovation Promotion Agency
Audit & Supervisory Board Member	Hajime Harada	Lawyer
Audit & Supervisory Board Member	Hidetoshi Yokoi	Professor Emeritus of the University of Tokyo
		Field II Program Officer, Adaptable and Seamless Technology Transfer
		Program through Target-driven R&D of Japan Science and Technology
		Agency

Notes: 1. Directors Kazuo Tsukuda, Yasuo Imai and Masato Ono are Outside Directors.

1. Audit & Supervisory Board Members Masaharu Sumikawa, Hajime Harada and Hidetoshi Yokoi are Outside Audit & Supervisory Board Members.
2. Audit & Supervisory Board Member Katsuya Mitsumura is a certified public accountant and possesses commensurate knowledge regarding finances and accounting.
3. Other significant concurrent posts:
   Outside Director Kazuo Tsukuda is also an Outside Director of Mitsubishi Research Institute, Inc. and Outside Director (Audit and Supervisory Committee Member) of Yamaguchi Financial Group, Inc.
   Outside Director Yasuo Imai is also a Chairman of Japan Industrial and Medical Gases Association. Outside Director Masato Ono is also an Outside Director of Nippon Light Metal Holdings Company, Ltd.
   Audit & Supervisory Board Member Katsuya Mitsumura is also an Outside Director (Audit & Supervisory Committee Member) of AXELL CORPORATION and Outside Director of INABA SEISAKUSHO Co., Ltd.
   None of the companies in which the Outside Directors or Outside Audit & Supervisory Board Members concurrently hold posts have special relations with FANUC CORPORATION.
4. 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 Masaharu Sumikawa, Hajime Harada and Hidetoshi Yokoi as Independent Auditors as defined by the Tokyo Stock Exchange and has duly notified the Tokyo Stock Exchange.

23

6. The following personnel change was made, effective April 1, 2020.

PositionName

Representative Director, President, CEO and CIO Kenji Yamaguchi

(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 ¥2,152 million (for 14 Directors).

The total amount of remuneration, etc. payable to the Audit & Supervisory Board Members for the fiscal year under review was ¥212 million (for 8 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 4 Audit & Supervisory Board Members).

The upper limit of the total annual remuneration, etc. 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 of the 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 first half of following fiscal year.)

Note: The payout ratio (%) shall be calculated in accordance with the following formula for 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

With respect to the remuneration for the Directors, the Nomination and Remuneration Committee, which is chaired by an Outside Director and the majority of which is composed of Independent Outside Directors, has been established, and the objectiveness, transparency, etc. of the procedures are secured through the deliberation of such Committee.

The upper limit of the total annual remuneration, etc. for Audit & Supervisory Board Members was set at ¥250 million by resolution of the 45th Ordinary General Meeting of Shareholders of June 27, 2014.

1. Matters concerning the Outside Directors and Outside Audit & Supervisory Board Members Major activities

Name	Major activities
Kazuo Tsukuda	He attended 11 of 12 meetings of the Board of Directors, and provided advice whenever
	necessary, based on his wide experience and knowledge he had obtained as a long-serving
	corporate executive.
Yasuo Imai	He attended 11 of 12 meetings of the Board of Directors, and provided advice whenever
	necessary, based on his wide experience and knowledge he had obtained as a long-serving
	government official and corporate executive.

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Masato Ono	He attended all of 12 meetings of the Board of Directors, and provided advice whenever
	necessary, based on his wide experience and knowledge he had obtained as a long-serving
	corporate executive.
Masaharu Sumikawa	He attended 11 of 12 meetings of the Board of Directors and 10 of 11 meetings of the Audit
	& Supervisory Board, and provided advice whenever necessary, based on his wide
	experience and knowledge he had obtained as a long-serving corporate executive.
Hajime Harada	He attended all of 12 meetings of the Board of Directors and all of 11 meetings of the Audit
	& Supervisory Board, and provided advice whenever necessary, based on his wide
	experience and knowledge he had obtained as a lawyer.
Hidetoshi Yokoi	He attended all of 10 meetings of the Board of Directors and all of 10 meetings of the Audit
	& Supervisory Board held after his appointment as Outside Audit & Supervisory Board
	Member on June 27, 2019, and provided advice whenever necessary, based on his wide
	experience and knowledge he had obtained as a university professor.

25

Consolidated Balance Sheet

(As of March 31, 2020)

						(Millions of yen)
	Titles of Account		Amount	Titles of Account			Amount
	(Total Assets)		1,512,499	(Liabilities)			149,634
Current assets		770,380	Current liabilities			100,963
Cash and bank deposits		405,861	Notes and accounts payable, trade			26,974
Notes and accounts receivable,		85,266	Accrued income taxes			9,270
trade			Warranty reserves			8,306
Marketable securities		126,700	Other current liabilities			56,413
Finished goods		65,122	Long-term liabilities			48,671
Work in process		51,979	Net defined benefit liability			44,652
Raw materials and supplies		25,450	Other long-term liabilities			4,019
Other		10,833	(Net assets)			1,362,865
Allowance for doubtful accounts		(831)
Noncurrent assets		742,119	Shareholders' equity			1,388,579
	Common stock			69,014
Property, plant and equipment, at		597,136	Capital surplus			96,265
cost			Retained earnings			1,351,122
Buildings		310,060	Treasury stock, at cost			(127,822)
Machinery and equipment		60,216	Accumulated other comprehensive			(33,479)
Land		146,085	income			5,058
Construction in progress		65,458	Valuation difference on
Other		15,317	available-for-sale securities
Intangible assets		10,219	Foreign currency translation adjustment		(26,608)
Investments and other assets		134,764	Remeasurements of defined benefit		(11,929)
Investment securities		83,337	plans			7,765
Deferred income taxes		33,912	Non-controlling interests
Net defined benefit asset		13,968
Others		4,003
Allowance for doubtful accounts		(456)
	Total		1,512,499		Total			1,512,499
			Consolidated Statement of Income
			(April 1, 2019 through March 31, 2020)
					(Millions of yen)
	Titles of Account		Amount
	Net sales				508,252
	Cost of goods sold				326,095
	Gross profit				182,157
	Selling, general and administrative expenses			93,807
	Operating income				88,350
	Non-operating income				16,790
	Interest and dividends income				5,305
	Miscellaneous income				11,485
	Non-operating expenses				2,324
	Miscellaneous expenses				2,324
	Ordinary income				102,816
	Extraordinary losses				1,973
	Impairment loss				1,973
	Income before income taxes				100,843
	Total taxes and others				26,226
	Income taxes - current				24,450
	Income taxes - deferred				1,776
	Net income				74,617
	Net income attributable to non-controlling interests		1,246
	Net income attributable to owners of parent			73,371

26

	Non-Consolidated Balance Sheet
	(As of March 31, 2020)
			(Millions of yen)
Titles of Account	Amount	Titles of Account	Amount

	(Total Assets)	1,177,585		(Liabilities)	92,952
Current assets	459,548	Current liabilities	59,732
Cash and bank deposits	193,977	Accounts payable	20,589
Notes receivable, trade	11,850	Accrued expenses	13,974
Accounts receivable, trade	33,947	Accrued charge	12,185
Marketable securities	125,000	Accrued income taxes	5,427
Finished goods	16,808	Warranty reserves	4,631
Work in progress	46,848	Other current liabilities	2,926
Raw materials and supplies	24,398	Long-term liabilities	33,220
Other	6,913	Allowance for employees' retirement benefits	30,889
Allowance for doubtful accounts	(193)	Other long-term liabilities	2,331
Noncurrent assets	718,037				1,084,633
Property, plant and equipment, at	537,434		(Net assets)
cost		Shareholders' equity	1,079,901
Buildings	267,297	Common stock	69,014
Machinery and equipment	54,959	Capital surplus	96,057
Land	128,211	Legal capital surplus	96,057
Construction in progress	62,091	Retained earnings	1,042,652
Other	24,876	Legal retained earnings	8,252
Intangible assets	9,166	Other retained earnings	1,034,400
Investments and other assets	171,437	Reserve for research and development	311,800
Investment securities	21,216	Reserve for reduction entry	38
Stocks of subsidiaries and affiliates	109,492	General reserve	303,580
Deferred income taxes	29,569	Retained earnings brought forward	418,982
Prepaid pension cost	9,606	Treasury stock, at cost	(127,822)
Others	1,960	Valuation and translation adjustment	4,732
Allowance for doubtful accounts	(406)	Net unrealized holding gain on other	4,732
			securities
	Total	1,177,585		Total	1,177,585
		Non-Consolidated Statement of Income
		(April 1, 2019 through March 31, 2020)
				(Millions of yen)
	Titles of Account		Amount
	Net sales			352,407
	Cost of goods sold			263,362
	Gross profit			89,045
	Selling, general and administrative expenses		51,053
	Operating income			37,992
	Non-operating income			32,155
	Interest and dividends income			29,673
	Miscellaneous income			2,482
	Non-operating expenses			2,561
	Miscellaneous expenses			2,561
	Ordinary income			67,586
	Extraordinary losses			1,973
	Impairment loss			1,973
	Income before income taxes			65,613
	Total taxes and others			10,915
	Income taxes - current			12,693
	Income taxes - deferred			(1,777)
	Net income			54,697

27

Copy of the Accounting Auditors' Report Related to the Consolidated Financial Statements (Translation)

REPORT OF INDEPENDENT AUDITORS

May 21, 2020

The Board of Directors

FANUC CORPORATION

Opinion

Pursuant to Article 444, Paragraph 4 of the Companies Act of Japan, we have audited the accompanying consolidated financial statements, which comprise the consolidated balance sheet, the consolidated statement of income, 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, 2019 through March 31, 2020.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position and results of operations of the corporate group, which consists of the Company and its consolidated subsidiaries, for the period covered by the consolidated financial statements in conformity with accounting principles generally accepted in Japan.

Basis for the Opinion

We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility under the auditing standards is stated in "Auditor's Responsibility for the Audit of the Consolidated Financial Statements." We are independent of the Company and its consolidated subsidiaries in accordance with the provisions related 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.

Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in Japan, and for designing and operating such internal control as management determines is necessary to enable the presentation 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.

Audit & Supervisory Board Members and the Audit & Supervisory Board are 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 or collectively, influence the decisions of users taken on the basis of the consolidated financial statements.

We make professional judgment in the audit process in accordance with auditing standards generally accepted in Japan, 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 as determined 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 to design audit procedures that are appropriate in the circumstances, although the purpose of the audit of the consolidated 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 premise of a going concern and, based on the audit evidence obtained, determine whether there is a significant

28

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 accordance with accounting principles generally accepted in Japan, assess the presentation, structure, and content of the consolidated 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 is solely responsible for the audit opinion.
  The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding the

scope and timing of implementation of the planned audit, material audit findings including material weaknesses in internal control identified in the course of the audit, and other matters required under the auditing standards.

The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding the observance of provisions related to professional 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 office

Hitoshi Yonemura (Seal)

Designated Limited Liability Partner

Engagement Partner

Certified Public Accountant

Junichiro Tsuruta (Seal)

Designated Limited Liability Partner

Engagement Partner

Certified Public Accountant

29

Copy of the Accounting Auditors' Report Related to the Non-Consolidated Financial Statements (Translation)

REPORT OF INDEPENDENT AUDITORS

May 21, 2020

The Board of Directors

FANUC CORPORATION

Opinion

Pursuant 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 51st fiscal year from April 1, 2019 through March 31, 2020.

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, 2020, and the results of its operations for the year then ended in conformity with accounting principles generally accepted in Japan.

Basis for the Opinion

We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility under the auditing standards is stated in "Auditor's Responsibility for the Audit of the Financial Statements and the Accompanying Supplementary Schedules." We are independent of the Company in accordance with the provisions related to professional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor. We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.

Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for the Financial Statements and the Accompanying Supplementary Schedules

Management is responsible for the preparation and fair presentation of the financial statements and the accompanying supplementary schedules in accordance 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 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 to going concern when it is required to do so in accordance with accounting principles generally accepted in Japan.

Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for monitoring the execution of Directors' duties related to designing and operating the financial reporting process.

Auditor's Responsibility for the Audit of the Financial Statements and the Accompanying Supplementary Schedules

Our responsibility is to obtain reasonable assurance about whether the financial statements and the accompanying supplementary schedules as a whole are free from material misstatement, whether due to fraud or error, and to express an opinion on the financial statements and the accompanying supplementary schedules from an independent standpoint in an audit report, based on our audit. Misstatements can occur as a result of fraud or error, and are deemed material if they can be reasonably expected to, either individually or collectively, influence the decisions of users taken on the basis of the financial statements and the accompanying supplementary schedules.

We make professional judgment in the audit process in accordance with auditing standards generally accepted in Japan, 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 as determined 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 to design audit procedures that are appropriate in the circumstances, although the purpose of the audit of the financial statements and the accompanying supplementary schedules is not to express an opinion on the effectiveness of 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.

30

• 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 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 financial statements and the accompanying supplementary schedules in the audit report, or if the notes to the financial statements and the accompanying supplementary schedules pertaining to the significant uncertainty are inappropriate, issue a modified opinion on the financial statements and the accompanying supplementary schedules. 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 financial statements and the accompanying supplementary schedules are in accordance with accounting principles generally accepted in Japan, assess the presentation, 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 & Supervisory Board Members and the Audit & Supervisory Board regarding the

scope and timing of implementation of the planned audit, material audit findings including material weaknesses in internal control identified in the course of the audit, and other matters required under the auditing standards.

The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding the observance of provisions related to professional 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 office

Hitoshi Yonemura (Seal)

Designated Limited Liability Partner

Engagement Partner

Certified Public Accountant

Junichiro Tsuruta (Seal)

Designated Limited Liability Partner

Engagement Partner

Certified Public Accountant

31

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 51st fiscal year from April 1, 2019 to March 31, 2020, 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, and sought 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 in accordance with the following methods.
3. 1. 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 the state 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.
   2. We also monitored and verified the details of the resolutions of the Board of Directors for establishing systems to secure that the performance by the Directors of their duties will comply with laws or ordinance and the Articles of Incorporation 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 as necessary. 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. 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 and conducted 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.

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, the consolidated statement of income, the consolidated statement of changes in shareholders' equity, etc. and the notes to consolidated financial statements), for the fiscal year under review.

32

2. Results of Audit:

(1) Results of audit of the business report, etc.:

We are of the opinion:

1. That the business report and its supplementary schedules fairly present the state of the Company in accordance with laws and ordinances and the Articles of Incorporation;
2. That in connection with the performance by the Directors of their duties, no dishonest act or material fact of violation of laws and ordinances and the Articles of Incorporation exists; and
3. That the details of the resolutions of the Board of Directors on internal control systems are proper and that the contents 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 22, 2020

Audit & Supervisory Board

FANUC CORPORATION

Katsuo Kohari	(seal)
Standing Audit & Supervisory Board Member
Katsuya Mitsumura	(seal)
Audit & Supervisory Board Member
Masaharu Sumikawa	(seal)
Outside Audit & Supervisory Board Member
Hajime Harada	(seal)
Outside Audit & Supervisory Board Member
Hidetoshi Yokoi	(seal)
Outside Audit & Supervisory Board Member

33