Fanuc : Notice of Convocation of The 54th 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, 2023 (Commencement of measures for electronic provision: June 1, 2023)

Kenji Yamaguchi

Representative Director

President

FANUC CORPORATION

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

Notice of Convocation of

The 54th Ordinary General Meeting of Shareholders

Dear Shareholders,

We are pleased to announce that the 54th Ordinary General Meeting of Shareholders of FANUC CORPORATION will be held as described below.

In convening the meeting, the Company has taken the electronic provision measure for information included in the Reference Materials for the Ordinary General Meeting of Shareholders, etc. (Electronic Provision Measures Matters). Electronic Provision Measures Matters are posted on the Company's website as "Notice of Convocation of The 54th Ordinary General Meeting of Shareholders" and "Supplementary Materials to the Notice of Convocation of The 54th Ordinary General Meeting of Shareholders." Please access the Company's website below and check the Matters.

The Company's website: https://fanuc.co.jp/en/ir/meeting/index.html

In addition to the above website, Electronic Provision Measures Matters are also posted on the Tokyo Stock Exchange, Inc. (TSE) website. Please access the TSE website (TSE Listed Company Search) below, enter the Company's name (FANUC) or the securities code (6954) for search, and select "Basic information," then "Documents for public inspection/PR information" to check the Matters.

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you are unable to attend the meeting on the day, you may exercise your voting rights via the Internet or by the Voting Rights Exercise Form. Please review the Reference Materials for the Ordinary General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. (Japan time), Wednesday, June 28, 2023.

[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]).

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			Description
1.	Date:		Thursday, June 29, 2023, 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 54th fiscal year
	Matters to be resolved:	(from April 1, 2022 to March 31, 2023).
	Item 1:	Dividends of Surplus
	Item 2:	Election of Seven (7) Directors (except for Directors Who Are Audit and Supervisory Committee Members)
	Item 3:	Election of Four (4) Directors Who Are Audit and Supervisory Committee Members

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.
3. If there is no indication of a vote for or against a proposal on the Voting Rights Exercise Form, this shall be treated as a vote for the proposal.

• When attending the meeting on the day, please submit the enclosed Voting Rights Exercise Form at the reception desk.
• In the event of any revision to the Electronic Provision Measures Matters, such Matters before and after the revision will be posted on the abovementioned Company website and TSE website.
• This document also serves as the document stating Electronic Provision Measures Matters based on the request for delivery of documents.
• On April 1, 2023, the Company performed a 5-for-1 stock split of common share. As the record date for the number of voting rights to be exercised and the number of shares held described in the enclosed Voting Rights Exercise Form is March 31, 2023, the number of shares is the one prior to such stock split.

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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. Share buybacks
2. Cancellation of treasury shares

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 2022, at 60%.

The dividend for the full fiscal year will be ¥535.66 per share, in total with the dividend for the first half of the fiscal year that has been paid in December, 2022 (¥264.02 per share), resulting in ¥271.64 per share for the second half.

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

¥271.64 per share of common stock (dividend payout ratio (Consolidated): 60.0%)

Total amount of payout: ¥51,770,253,515

1. Effective date of dividend payment June 30, 2023

(Note): The Company performed a 5-for-1 stock split of common share with an effective date of April 1, 2023. As the record date for the year-end dividends for the fiscal year under review was March 31, 2023, the dividend payment will be made based on the number of shares prior to such stock split.

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Item 2 Election of Seven (7) 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 seven (7) Directors (except for Directors who are Audit and Supervisory Committee Members).

The reasons for proposing this item and item 3 are as presented on page 14.

The seven (7) candidates for Directors (except for Directors who are Audit and Supervisory Committee Members) 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,	100%
Renominated
					President and CEO	(12 of 12)
								Senior Managing Officer and CFO
3	Ryuji Sasuga							General Manager, Corporate Finance	-
Newly nominated
				Division
								Manager, Secretary Department
								Director of the Company	100%
4	Michael J. Cicco	Renominated						President and CEO, FANUC America
					(12 of 12)
								Corporation
									100%
5	Naoko Yamazaki				Outside Director		Director
Renominated
					(12 of 12)
					Independent Director
									100%
6	Hiroto Uozumi				Outside Director		Director
Renominated
					(10 of 10)
					Independent Director
7	Yoko Takeda				Outside Director		-	-
Newly nominated
					Independent Director

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Candidates'	Name		Personal history, position and responsibilities	Number of shares
	of the Company
number	(Date of birth)
			held by candidate
1		April 1973		Joined Isuzu Motors Limited	57,570 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
		May 2001		Company
			Appointed Senior Executive Vice President (Representative
				Director) of the Company
		June 2003		Appointed President (Representative Director) of the
				Company
		June 2016		Appointed Chairman and CEO (Representative Director) of
	Yoshiharu Inaba	April 2019		the Company
	(July 23, 1948)		Appointed Chairman (Representative Director) of the
				Company (to the present)
	Renominated

(Significant concurrent posts of other entities)

Outside Director, TOPCON CORPORATION

Chairman, Japan Machine Tool Builders' Association

(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.

Candidates'	Name			Number of shares
	Personal history, position and responsibilities	of the Company
number	(Date of birth)
		held by candidate
2		April 1993	Joined the Company	29,150 shares
	June 2008	Appointed Executive Vice President (Director) of the Company
		February 2012	Appointed Senior Executive Vice President (Director) of the
		October 2013	Company
		Appointed Senior Executive Vice President (Representative
		June 2016	Director) of the Company
		Appointed President and COO (Representative Director) of the
		April 2019	Company
		Appointed President and CEO (Representative Director) of the
			Company (to the present)
	Kenji Yamaguchi
	(August 6, 1968)
	Renominated
	(Significant concurrent posts of other entities)
		Chairman, Japan Robot Association
		(Attendance at the Board of Directors meetings held during this period)
		100% (12 of 12)
		(Reason for nomination as candidate)
		Kenji Yamaguchi has been involved in research and development,
		manufacturing, production engineering 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 and CEO
		(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.

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