Fanuc : Supplementary Materials to the Notice of Convocation of The 52nd 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.

Supplementary Materials to the Notice of Convocation of

The 52nd Ordinary General Meeting of Shareholders

Internet Disclosure Items

1. Matters Related to Business Report
2. Consolidated Statement of Changes in Net Assets
3. Notes to the Consolidated Financial Statements
4. Non-ConsolidatedStatement of Changes in Net Assets
5. Notes to the Non-Consolidated Financial Statements

The above materials are provided in accordance with Article 133, Paragraph 3 of the Ordinance for

Enforcement of the Companies Act and Articles 133, Paragraph 4 and Articles 134, Paragraph 4 of the Rules of Corporate Accounting.

FANUC CORPORATION

1

Internet Disclosure Items

1. Matters Related to Business Report

1. Directors and Audit & Supervisory Board Members of the Company Overview of the limitation of liability agreements

The Company has entered into agreements with Outside Directors, Kazuo Tsukuda, Yasuo Imai, Masato Ono, and Naoko Yamazaki, and Outside Audit & Supervisory Board Members, Masaharu Sumikawa, Hidetoshi Yokoi, and Mieko Tomita, limiting their 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. The amount of the limit of liabilities for damages under such agreement shall be the amount of the minimum limit stipulated by laws and regulations.

(2) Accounting Auditor
1) Name of Accounting Auditor Ernst & Young ShinNihon LLC
2) Amount of fees, etc. paid to the Accounting Auditor in the fiscal year under review
(a) Amount of fees, etc. as Accounting Auditor:	41 million yen
(b) Total amount of cash and other proprietary benefits payable by the Company
and its subsidiaries:	41 million yen

Notes 1. The amount of auditing fees is not distinguished under the auditing agreement concluded between the Company and the Accounting Auditor with respect to audits under the Companies Act and the audits under the Financial Instruments and Exchange Act. Therefore, the amount in (a) represents the sum of the fees for such audits.

1. 1. 1. The overseas subsidiaries of the Company are subject to audits by audit firms other than the Accounting Auditor of the Company.
      2. The reason for the approval by the Audit & Supervisory Board of the amount of fees, etc. paid to the Accounting Auditor
         In addition to obtaining the necessary documents and receiving reports from the Directors, the related internal divisions and the Accounting Auditor, the Audit & Supervisory Board examined the audit plans and the status of audit execution of the previous fiscal year as well as the basis for calculating the estimated fees, etc. for the fiscal year under review based on the "Practical Guidelines on Cooperation with Accounting Auditors" released by the Japan Audit & Supervisory Board Members Association, and has determined that the fee levels are reasonable and has consented to the amount of fees, etc.
   2. Policy of determining dismissal or non-reappointment of the Accounting Auditor
      The Company shall propose non-reappointment of the Accounting Auditor to the general meeting of shareholders by resolution of the Audit & Supervisory Board, as a general rule, in cases where it is deemed difficult for the Accounting Auditor to execute audits in an appropriate manner, in addition to dismissal of the Accounting Auditor by the Audit & Supervisory Board based on the provisions of Article 340 of the Companies Act.
2. System to ensure the appropriateness of business activities
   An overview of the resolution by the Board of Directors of the system to ensure the appropriateness of business activities is as follows.
3. 1. Policy concerning the storage and management of information regarding the execution of the Company's Directors' duties:
      Pursuant to its documentation rules, the Company shall document and store information on the execution of the Directors' duties. The Directors and Audit & Supervisory Board Members shall have access to such documents at all times.

2

1. Rules and schemes concerning management of the Company's exposure to the risk of loss:
   The Company has established a Risk Management Committee and has created risk management policies in order to handle potential risks which may obstruct the continuation of the Company's business, increase in the Company's value, or sustainable development of the Company's activities, and shall engage in appropriate risk management under the supervision of the Board of Directors. Furthermore, the Internal Audit Department, which directly reports to the President of the Company, shall conduct internal audits regarding the status of risk management.
2. Policy to ensure efficient execution by the Company's Directors of their duties:
   The Company shall ensure efficient execution by the Directors of their duties by using the following management policies:
3. 1. Deliberation of vital matters in various major meetings between Directors and mainemployees.
   2. Approval of vital matters and reports on monthly settlement of accounts at meetings of the Board of Directors, to be held at least once per month.
4. Policy to ensure the execution by the Company's Directors and employees of their duties to comply with laws or ordinances and the Articles of Incorporation:
   The Company shall offer training to the Directors and employees with regard to laws, ordinances, the Articles of Incorporation, and other internal rules to ensure that the execution of the duties of the Directors and employees complies with laws or ordinances and the Articles of Incorporation. Furthermore, the basic policy of having no affiliation with anti-social forces will be thoroughly made known to the Directors and employees, and unreasonable demands from anti-social forces will be handled systematically in collaboration with lawyers, police and other such experts and institutions outside the Company.
5. Policies to secure the appropriateness of business activities of the corporate group comprised of the Company and its subsidiaries:
6. 1. Policy regarding reporting to the Company of the execution of the duties of the Directors of the Company's subsidiaries.
   2. Rules and other policies regarding management of exposure to the risk of loss of the Company's subsidiaries.
   3. Policy to ensure efficient execution of the duties of the Directors of the Company's subsidiaries.
   4. Policy to ensure that the execution of the duties of the Directors and employees of the Company's subsidiaries complies with laws or ordinances and the Articles of Incorporation:

The Company will strive to enhance corporate governance in our corporate group by thoroughly disseminating the group's code of conduct applied to our corporate group. Regarding important matters pertaining to the management of the Company's subsidiaries, prior approval shall be requested or a report shall be submitted to the Company, according to the "FANUC Group Company Regulations." Each subsidiary shall individually endeavor to implement proper and efficient management, but as the parent company, the Company shall provide guidance and supervision through relevant departments including the Internal Audit Department, in order to enforce the effectiveness of the corporate group's risk management and compliance, as deemed necessary.

1. Policy concerning the assignment of employees to assist the Company's Audit & Supervisory Board Members to execute their duties, when the Audit & Supervisory Board Members so request:
   The Company shall assign its employees to assist the Audit & Supervisory Board Members to execute their duties whenever necessary.
2. Policies for reporting to the Company's Audit & Supervisory Board Members, and other policies to ensure effective audits by the Company's Audit & Supervisory Board Members:
3. 1. Policy for the Company's Directors and employees to report to the Company's Audit & Supervisory Board Members.
   2. Policy for Directors, Audit & Supervisory Board Members or employees of the Company's

3

subsidiaries, or a person who has received a report from a Director, Audit & Supervisory Board Member or employee of the Company's subsidiary to report to the Company's Audit & Supervisory Board Member.

By attending meetings of the Board of Directors and various major meetings set forth in 3) above, the Audit & Supervisory Board Members shall share information necessary for management with the Directors and employees. When Directors and employees detect any material fact of violation of laws and ordinances or the Articles of Incorporation, or incidents which could have a materially negative impact on the Company, they are required to immediately report such facts or incidents to the Audit & Supervisory Board Members.

1. 1. Policy for protecting the person conducting the internal reporting in the above 7) (whistleblower) from retaliation for having reported:
      The person reporting as in the above 7) (whistleblower) will not receive any disadvantageous treatment due to having reported to an Audit & Supervisory Board Member.
   2. Matters concerning advance payment or reimbursement for expenses incurred from the execution of the Company's Audit & Supervisory Board Member's duties and other policies regarding processing of expenses or debts incurred from the execution of the Company's Audit & Supervisory Board Member's duties:
      Requests for advance payment and others for expenses generated for the execution of an Audit & Supervisory Board Member's duties will be granted except in such cases where the expense is deemed unnecessary for the execution of the Audit & Supervisory Board Member's duties.
2. Overview of the management of the system to ensure the appropriateness of business activities
3. 1. Compliance system
      The Company recognizes that "a company will last forever and be sound with Strict Preciseness" and "the corruption of an organization and downfall of a company start from a lack of Transparency." Based on these basic principles of "Strict Preciseness and Transparency," the Company has established the FANUC Code of Conduct and by widely communicating this Code of Conduct, it strives to raise the employee's awareness of compliance. The Company has also established a whistle-blowing system where employees, etc., can whistleblow without fear of consequences.
   2. Risk management system
      The Company has established a Risk Management Committee to identify and evaluate risks that could obstruct the continuation of the Company's business, increase in the Company's value, or sustainable development of the Company's activities. By also sharing the contents of the discussions of the Risk Management Committee with the Outside Directors and the Outside Audit & Supervisory Board Members, the Company strives to ensure the effectiveness of risk management.
   3. Management of group companies
      Regarding important matters pertaining to the management of the group companies, the Company's subsidiaries are required to request for prior approval by the Company or report to the Company, in accordance with the FANUC Group Company Regulations. The Company also strives to raise awareness of compliance among the subsidiaries, by applying the FANUC Code of Conduct to the subsidiaries and widely communicating the content to the employees and executives of the subsidiaries. Additionally, a whistle-blowing system where employees, etc. of the subsidiaries can whistleblow without fear of consequences is being successively introduced to the subsidiaries.
   4. Execution of duties by Directors
      The Company has introduced the Managing Officer System, and the Directors efficiently execute their duties based on internal rules that stipulate organizational structure, duties of organizations, duties and authorities of management, and other relevant matters. Additionally, in order for the Board of Directors to fulfill its monitoring and supervising functions in line with the field, Directors executing business activities disclose and explain accurate and timely information from the worksites to the Board of Directors and strive to ensure that discussions at the Board of Directors meetings are constructive.
   5. Execution of duties by the Audit & Supervisory Board Members
      Audit & Supervisory Board Members gather necessary information as appropriate in collaboration with the Accounting Auditor and the Internal Audit Department to efficiently carry out audit operations.

4

2. Consolidated Statement of Changes in Net Assets (From April 1, 2020 to March 31, 2021)

															(Millions of yen)
						Shareholders' equity
	Common stock	Capital surplus		Retained		Treasury stock,		Total
				shareholders'
		earnings				at cost
											equity
Balance at March 31, 2020	69,014		96,265			1,351,122			(127,822)	1,388,579
Changes during the year
Dividends of surplus							(50,369)					(50,369)
Net income attributable to								94,012					94,012
owners of parent
Changes by merger								346					346
Change in equity from			(270)										(270)
transactions with non-
controlling shareholders
Purchase of treasury stock												(283)	(283)
Disposal of treasury stock			2								2	4
Retirement of treasury stock			(2)			(22,093)			22,095		-
Net change except
shareholders' equity during															-
the year
Total changes during the year	-	(270)				21,896			21,814	43,440
Balance at March 31, 2021	69,014		95,995			1, 373,018			(106,008)	1, 432,019
	Accumulated other comprehensive income
	Valuation		Foreign		Remeasure-		Total			Non-		Total net
				accumulated		controlling
	difference on		currency		ments of		other				assets
				interests
	available-for-		translation			defined
					comprehen-
	sale securities		adjustment		benefit plans
				sive income
Balance at March 31, 2020	5,058		(26,608)		(11,929)		(33,479)		7,765		1,362,865
Changes during the year
Dividends of surplus															(50,369)
Net income attributable to															94,012
owners of parent
Changes by merger															346
Change in equity from															(270)
transactions with non-
controlling shareholders
Purchase of treasury stock															(283)
Disposal of treasury stock															4
Retirement of treasury stock															－
Net change except	11,852		21,759			(6,672)		26,939			2,310		29,249
shareholders' equity during
the year
Total changes during the year	11,852		21,759			(6,672)		26,939			2,310		72,689
Balance at March 31, 2021	16,910		(4,849)		(18,601)		(6,540)			10,075		1,435,554

5