Fanuc : Notice of Convocation of The 53rd Ordinary General Meeting of Shareholders

(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 8, 2022

Kenji Yamaguchi

Representative Director

President

FANUC CORPORATION

3580, Shibokusa Aza-Komanba,Oshino-mura,

Minamitsuru-gun, Yamanashi Prefecture

Notice of Convocation of

The 53rd Ordinary General Meeting of Shareholders

Dear Shareholders,

We are pleased to announce that the 53rd 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 condition.

Please review the Reference Materials for the Ordinary General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. (Japan time), Tuesday, June 28, 2022.

[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]).

		Description
1.	Date:	Wednesday, June 29, 2022, 10:00 a.m.
2.	Place:	FANUC Forum, FANUC Headquarters, 3580, Shibokusa Aza-Komanba,Oshino-mura,
		Minamitsuru-gun, Yamanashi Prefecture
3.	Agenda of the Meeting	Report on the business report, the consolidated financial statements, the non-consolidated
	Matters to be reported:
		financial statements and the results of audit of the consolidated financial statements by
		the Accounting Auditors and the Audit and Supervisory Committee for the 53rd fiscal year

(from April 1, 2021 to March 31, 2022).

Matters to be resolved:

Item 1: Dividends of Surplus

Item 2: Amendments to Parts of the Articles of Incorporation

Item 3: Election of Six (6) Directors (except for Directors Who Are Audit and Supervisory Committee Members)

Item 4: Election of One (1) Director Who Is a Substitute Audit and Supervisory Committee 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

We have set a consolidated dividend payout ratio of 60% as our basic policy.

1. Share buybacks
   We will buy back our own shares in a flexible manner depending on the level of our stock price, taking into account the balance with our investment in growth.
2. Cancellation of treasury shares
   We limit the number of our treasury shares to 5% of the total number of shares issued. As a general rule, we will cancel any portion exceeding that limit every fiscal year.

Based on the above basic policy, we propose to pay the year-end dividend for this fiscal year as follows, which makes the consolidated payout ratio, including the interim dividend paid in December 2021, at 60%.

The dividend for the full fiscal year will be ¥485.70 per share, in total with the dividend for the first half of the fiscal year that has been paid in December, 2021 (¥246.02 per share), resulting in ¥239.68 per share for the second half.

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

¥239.68 per share of common stock (dividend payout ratio (Consolidated): 60.0%)

Total amount of payout: ¥45,975,303,033

1. Effective date of dividend payment June 30, 2022

2

Item 2 Amendments to Parts of the Articles of Incorporation

We propose amendments to parts of the Articles of Incorporation as follows:

1. Reason for Amendments
   The Company proposes the following amendments to the Articles of Incorporation in preparation for the introduction of a system for providing materials for the general meeting of shareholders in electronic format pursuant to the September 1, 2022 enforcement of the amended provisions set forth in the proviso to the Supplementary Provisions, Article 1 of the Act Partially Amending the Companies Act (Act No. 70, 2019).

1. Delete provisions concerning Internet Disclosures and Deemed Provision of Reference Documents for General Meetings of Shareholders set forth in Article 16 of the existing Articles of Incorporation, as these will be unnecessary under a system for providing materials in electronic format
2. Under Article 16, Paragraph 1 of the amended Articles of Incorporation, prescribe that the Company takes the electronic provision measure for information included in the Reference Documents for the General Meeting of Shareholders, etc.
3. Under Article 16, Paragraph 2 of the amended Articles of Incorporation, establish provisions to limit the scope of matters to be included in materials in a paper-based format to be provided to shareholders who request the delivery thereof
4. Establish supplementary provisions concerning matters such as the effective date of the amendments described above

1. Amendment Details

Amendment details are as follows:
			(Amended sections underlined.)
	Current Text		Proposed Amendments
	Article 16 (Internet Disclosure of Reference Materials for		(Deleted)
	General Meetings of Shareholders and Deemed Provision)
	The Company may use the Internet to disclose information on
	matters to be included or disclosed in reference materials for
	the General Meetings of Shareholders, business reports, and
	financial documents, and consolidated financial documents in
	compliance with ordinances of the Ministry of Justice and
	may deem such information to have been provided to
	shareholders.
	(Newly established)	Article 16 (Provision of Documents for General Meeting of
			Shareholders in Electronic Format, etc.)
			(1) When convening the General Meeting of Shareholders,
			the Company shall take the electronic provision measure for
			information included in the Reference Documents for the
			General Meeting of Shareholders, etc.
			(2) Among matters for which the electronic provision
			measure will be taken, the Company is permitted not to
			contain all or part of the matters prescribed by the Ministry of
			Justice Order in the document that will be issued to
			shareholders who have requested the issuance of the said
			document by the record date for voting rights.

3

Current Text	Proposed Amendments
Supplementary Provisions	Supplementary Provisions
(Newly established)	Article 2 (Transitional measures regarding provision of
	documents for General Meeting of Shareholders in
	electronic format)
	(1) The amendment of Article 16 in the Articles of
	Incorporation shall come into effect from September 1, 2022
	which is the date of enforcement provided for in the proviso
	to Article 1 of the Supplementary Provisions of the Act
	Partially Amending the Companies Act (Act No. 70, 2019)
	(the "Effective Date").
	(2) Notwithstanding the provision of the preceding
	paragraph, Article 16 of the Articles of Incorporation
	(Internet Disclosures and Deemed Provision of Reference
	Documents for General Meetings of Shareholders) shall
	remain effective regarding any General Meeting of
	Shareholders to be held on a date within six months from the
	Effective Date.
	(3) This Article shall be deleted on the date when six months
	have passed from the Effective Date, or three months have
	passed from the date of the General Meeting of Shareholders
	described in the preceding paragraph, whichever is later.

4

Item 3 Election of Six (6) Directors (except for Directors Who Are Audit and Supervisory Committee Members)

The term of office of the six (6) Directors (except for Directors who are Audit and Supervisory Committee Members) will expire at the conclusion of the meeting. Therefore, we propose to elect six (6) Directors (except for Directors who are Audit and Supervisory Committee Members).

The six (6) candidates for Directors (except for Directors who are Audit and Supervisory Committee Members) are as follows:

Candidates'									Attendance
	Name				Position and responsibilities at the Company	at the Board
number					of Directors
									meetings
	Yoshiharu Inaba								100%
1	Renominated						Representative Director, Chairman
					(12 of 12)
	Kenji Yamaguchi							Representative Director,	100%
2	Renominated
					President and CEO	(12 of 12)
	Michael J. Cicco							Director of the Company	100%
3	Renominated						President and CEO, FANUC America
					(12 of 12)
								Corporation
	Kazuo Tsukuda				Outside Director			100%
4	Renominated				Director
					(12 of 12)
		Independent Director
	Naoko Yamazaki				Outside Director			100%
5	Renominated				Director
					(12 of 12)
		Independent Director
6	Hiroto Uozumi				Outside Director		-	-
Newly nominated
	Independent Director

5