Fanuc : Notice Concerning Transition to a Company with Audit and Supervisory Committee and Amendments to Parts of the Articles of Incorporation

April 27, 2021

Company Name: FANUC CORPORATION

Representative: Kenji Yamaguchi, President

(Stock Code: 6954, 1st Section, of the Tokyo Stock Exchange)

Contact: Naoki Yukisada, Manager,

Public Relations & Shareholder Relations Department

Tel: [phone]

Notice Concerning Transition to a Company with Audit and Supervisory Committee and

Amendments to Parts of the Articles of Incorporation

FANUC CORPORATION would like to inform you that at the Board of Directors meeting held today, it was resolved that there would be a change to our company structure from the current "Company with Board of Statutory Auditors" to a "Company with an Audit and Supervisory Committee" on the condition that it would be approved at the 52nd Ordinary General Meeting of Shareholders on June 24, 2021. In addition, there will be discussions at the said meeting on the amendment of parts of the Articles of Incorporation that will accommodate the abovementioned change.

Details

1. About the Transition to a Company with an Audit and Supervisory Committee

(1) Reason for the Transition

FANUC has always worked on enhancing corporate governance based on our Basic Principles of "Strict Preciseness" and "Transparency."

As we proceed in separating our supervisory and executive functions, in order to further strengthen the supervisory functions of the Board of Directors and speed up management decisions, we will transition to Company with an Audit and Supervisory Committee, that allows us to establish an Audit and Supervisory Committee consisting of the directors who are Audit and Supervisory Committee Members and to expand the delegation of decision-making authority for business execution from the Board of Directors to directors. Thus, we will further endeavor to enhance corporate governance and increase corporate value.

(2) Date of Transition

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

2. About Amendments to Parts of the Articles of Incorporation

1. Purpose of Amending the Articles of Incorporation
2. 1. In association with the transition from a "Company with Board of Statutory Auditors" to a "Company with an Audit and Supervisory Committee" amendments will be made where new rules will be established regarding the Audit and Supervisory Committee and its members required for the transition to a Company with an Audit and Supervisory Committee, delegation of authority to directors for decisions regarding execution of important business, and the deleting of rules concerning Statutory Auditors and Board of Statutory Auditors..
   2. Changes will be made to the scope of the Directors with whom we can execute our liability limitation agreement so that non-executive Directors may be included. This will allow us to hire capable and diverse talent as well as create an environment where they can fully demonstrate their expected roles.
   3. In addition to establishing new rules regarding Executive Officers to clarify their positions and responsibilities, this will also enable the election of a President from among not just Directors (except for Directors who are members of the Audit and Supervisory Committee) but also from among Executive Officers as well, enabling more flexible organizational operations.
   4. Other required amendments such as amending of article numbering in association with the above amendments will also be made.

(2) Amendment Details

Amendment details are as shown in the attachment.

(3) Schedule

Holding of the General Meeting of Shareholders to discuss the amendments to the Articles of Incorporation: June 24, 2021 (Scheduled)

Effective date of the amendments to the Articles of Incorporation: June 24, 2021 (Scheduled)

End

(Attachment)

							(Amended sections underlined.)
		Current Text			Proposed Amendments
Article 14.	(Convocation)	Article 14.	(Convocation)
Unless otherwise provided for in laws and	Unless otherwise provided for in laws and
regulations, a General Meeting of Shareholders	regulations, a General Meeting of Shareholders
shall be convened by the President according to	shall be convened by aDirector in the order
the resolution	of the	Board of Directors. In		previously determined by the Board of
case the President is prevented from so acting,	Directors.
one of the otherDirectors in the order
previously determined by the Board of
Directors shall act in his place.
Article 19.	(Minutes)	Article 19.	(Minutes)
A summary of the process and results, as well	A summary of the process and results, as well
as other matters provided for by laws and	as other matters provided for by laws and
ordinances, of the General Meetings of	ordinances, of the General Meetings of
Shareholders shall be recorded in the minutes,	Shareholders shall be recorded in the minutes,
which shall be signed and sealed by the	which shall be kept by the Company.
chairman and Directors in attendance andkept
by the Company.
Article 21.	(Number)	Article 21.	(Number)
The number of Members of the Board of		(1)The number of Members of the Board of
Directors of the Company shall be no more		Directors of the Company (except for
than eighteen (18).		Directors who are members	of the Audit
						and Supervisory Committee)shall be no
						more than thirteen (13).
（Newly established）		(2) The number of Members of the Board of
						Directors of the Company who are also
						members of the Audit and Supervisory
						Committee shall be no more than five
					(5).
Article 22.	(Election)	Article 22.	(Election)
Directors shall be elected at a General	Directors shall be elected at a General Meeting of
Meeting of Shareholders. For the election of	Shareholders by separating those who are
Directors, it is necessary for shareholders who	members of the Audit and Supervisory Committee
have one-third or more of the voting rights of	and those who are not. For the election of
shareholders entitled to exercise voting rights	Directors, it is necessary for shareholders who
to attend the General Meeting of	have one-third or more of the voting rights of
Shareholders.	Resolutions for the election of	shareholders entitled to exercise voting rights to
Directors shall not be made by cumulative	attend the General Meeting of Shareholders.
voting.					Resolutions for the election of Directors shall not
					be made by cumulative voting.

Current Text			Proposed Amendments
Article 23. (Term of Office)	Article 23. (Term of Office)
The term of office of Directors shall be until		(1) The term of office of Directors (except for
the conclusion of the Ordinary General			Directors who are members of the Audit
Meeting of Shareholders relating to the last			and Supervisory Committee)shall be
fiscal year that ends within one year after they			until the conclusion of the Ordinary
are elected. The Directors who are appointed			General Meeting of Shareholders relating
as substitutes or appointed due to an increased			to the last fiscal year that ends within one
number of seats on the board shall serve until			year after they are elected.
the end of the other incumbent Directors'
term.
（Newly established）		(2) The term of office of Directors who are
			members of the Audit and Supervisory
			Committee shall be until the conclusion
			of the Ordinary General Meeting of
			Shareholders relating to the last fiscal
			year that ends within two years after they
			are elected.
（Newly established）		(3) The term of office of Directors who are
			appointed as substitutes to replace a
			member of the Audit and Supervisory
			Committee who retires before the end of
			their term of office, shall be until the end
			of the term of office of the retired
			Director.
Article 24. (Compensation And Other Benefits)	Article 24. (Compensation And Other Benefits)
Compensation, bonuses, and other economic	Compensation, bonuses, and other economic
benefits payable to Directors by the Company	benefits payable to Directors by the Company
as compensation for the performance of duties	as compensation for the performance of duties
(hereinafter called "compensation and others")	shall be set by a resolution at a General
shall be set by a resolution at a General	Meeting of Shareholders by separating
Meeting of Shareholders.	Directors who are members of the Audit and
	Supervisory Committee and those who are not.

	Current Text					Proposed Amendments
Article 25.	(Representative	Director	and	Article 25 (Representative Director and Executive
Directors with Executive Powers)			Officers, Etc.)
The Board of Directors, by its resolution and		(1) The Board of Directors by its resolution
from among Directors, shall appoint one		and from among Directors (except for
President and, if necessary for the Company's		Directors who are members of the Audit
business, may appoint one Chairman of the		and Supervisory Committee) shall elect a
Board of Directors, one Vice Chairman,		few	Directors	as	Representative
several Senior Mnaging Directors and Senior		Directors.
Vice Managing Directors. Among them, a
few Directors including the President, and the
Chairman (if any), shall be elected as
Representative Directors.
（Newly established）				(2) The Board of Directors by its resolution
					and from among Directors (except for
					Directors who are members of the Audit
					and	Supervisory	Committee)	may
					appoint one Chairman of the Board of
					Directors.
（Newly established）				(3) The Company may appoint Executive
					Officers and have them split and execute
					business.
（Newly established）				(4) The Board of Directors by its resolution and
					from among Directors (except for
					Directors who are members of the Audit
					and	Supervisory	Committee)	and
					Executive Officers shall appoint one
					President.
Article 26.	(Notice of Convocation of a Meeting	Article 26. (Notice of Convocation of a Meeting
of the Board of Directors)			of the Board of Directors)
The notice of convocation of a Meeting of the	The notice of convocation of a Meeting of the
Board of Directors shall be dispatched to each	Board of Directors shall be dispatched to each
Director and Statutory Auditorat least three	Director at least three (3) days prior to the date
(3) days prior to the date of the meeting.	of the meeting. However, this period may be
However, this period may be shortened in	shortened in urgent cases.
urgent cases.