Fanuc : Notice of Convocation of The 55th 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.

	(Securities code: 6954)
	June 6, 2024
To Our Shareholders	(Commencement of measures for electronic provision: May 30, 2024)
	Kenji Yamaguchi
	Representative Director
	President
	FANUC CORPORATION
	3580, Shibokusa Aza-Komanba,Oshino-mura,
	Minamitsuru-gun, Yamanashi Prefecture

Notice of Convocation of

The 55th Ordinary General Meeting of Shareholders

Dear Shareholders,

We are pleased to announce that the 55th 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 55th Ordinary General Meeting of Shareholders" and "Supplementary Materials to the Notice of Convocation of The 55th 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 26, 2024.

[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:	Thursday, June 27, 2024, 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 55th fiscal year (from
	Matters to be resolved:	April 1, 2023 to March 31, 2024).
	Item 1: Dividends of Surplus
	Item 2: Election of Seven (7) Directors (except for 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.
4. • END -

• When attending the meeting on the day, please submit the enclosed Voting Rights Exercise Form at the reception desk.
• Please note that only shareholders eligible to exercise voting rights will be allowed inside the venue, and other persons, such as proxies who are not shareholders and persons accompanying shareholders, will not be permitted to enter (excluding persons accompanying shareholders with physical handicaps).
• 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.

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)

Share buybacks

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 2023, at 60%.

The dividend for the full fiscal year will be ¥84.14 per share, in total with the dividend for the first half of the fiscal year that has been paid in December, 2023 (¥40.26 per share), resulting in ¥43.88 per share for the second half.

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

¥43.88 per share of common stock (dividend payout ratio (Consolidated): 60.0%)

Total amount of payout: ¥41,495,031,651

1. Effective date of dividend payment June 28, 2024

Item 2 Election of Seven (7) Directors (except for Directors Who Are Audit and Supervisory Committee Members)

The term of office of the seven (7) 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 seven (7) 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
1	Yoshiharu Inaba	Renominated		Director, Chairman	100%
	(12 of 12)
2	Kenji Yamaguchi	Renominated		Representative Director,	100%
	President and CEO	(12 of 12)
				Director, Senior Managing Officer and
3	Ryuji Sasuga	Renominated		CFO	100%
	General Manager, Corporate Finance &
				(10 of 10)
				Facility Planning Division
				Manager, Secretary Department
				Director of the Company	100%
4	Michael J. Cicco	Renominated		President and CEO, FANUC America
	(12 of 12)
				Corporation
5	Naoko Yamazaki	Renominated	Outside Director	Director	100%
Independent Director	(12 of 12)
6	Hiroto Uozumi	Renominated	Outside Director	Director	100%
Independent Director	(12 of 12)
7	Yoko Takeda	Renominated	Outside Director	Director	100%
Independent Director	(10 of 10)

	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	65,090 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 (Representative Director) of the Company
			June 2016		Appointed Chairman and CEO (Representative Director) of the
		Yoshiharu Inaba			Company
		(July 23, 1948)	April 2019		Appointed Chairman (Representative Director) of the Company
			June 2023		Appointed Chairman (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 (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		Personal history, position and responsibilities	Number of shares
		of the Company
	number	(Date of birth)
				held by candidate
	2		April 1993	Joined the Company	38,560 shares
		June 2008	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
			June 2016	Appointed President and COO (Representative Director) of the
				Company
			April 2019	Appointed President and CEO (Representative Director) of the
				Company (to the present)
		Kenji Yamaguchi	(Attendance at the Board of Directors meetings held during this period)
		(August 6, 1968)
		100% (12 of 12)
		Renominated
			(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.

	Candidates'	Name		Personal history, position and responsibilities		Number of shares
			of	the Company
	number	(Date of birth)
				held by candidate
	3		April 1992	Joined the Company			7,270 shares
		April 2004	Appointed Director & Manager, Finance & Accounting
				Department of Fanuc Europe GmbH
			January 2010	Appointed Director & CFO of FANUC Europe Corporation
			March 2012	Joined LIXIL Corporation
				Seconded to Permasteelisa S.p.A
				Group Financial Control Manager
			April 2015	Rejoined the Company
				Manager, Group Companies Support Department of the
				Company
		Ryuji Sasuga	July 2015	Manager, Secretary Department of the Company (to the present)
		(March 10, 1969)	June 2017	Appointed Managing Officer of the Company
		Renominated	July 2021	General Manager, Corporate Finance Division of the Company
		June 2022	Appointed Senior Managing Officer and CFO of the Company
			June 2023	Appointed Senior Managing Officer (Director)	and CFO of the
				Company (to the present)
			July 2023	General Manager, Corporate Finance & Facility Planning
				Division of the Company (to the present)
			(Attendance at the Board of Directors meetings held during this period)
			100% (10 of 10)
			(Reason for nomination as candidate)
			Ryuji Sasuga has engaged in accounting operations at the Company and
			its overseas subsidiaries, and is currently involved in accounting, public
			relations, and shareholder relations, etc. as General Manager of the
			Corporate Finance & Facility Planning Division, and he has worked to
			strengthen our financial position as CFO. 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		Personal history, position and responsibilities		Number of shares
			of	the Company
	number	(Date of birth)
				held by candidate
	4		August 1999	Joined FANUC America Corporation ("FAC")			2,790 shares
		November 2015	Appointed Vice President (Director) of FAC
			April 2016	Appointed President and COO (Director) of FAC
			June 2016	Appointed Managing Officer of the Company
			July 2016	Appointed President and CEO (Director) of FAC (to the
			June 2017	present)
			Appointed Senior Managing Officer of the Company
			June 2020	Appointed Director of the Company (to the present)
		Michael J. Cicco
		(Attendance at the Board of Directors meetings held during this period)
		(October 16, 1976)
		100% (12 of 12)
		Renomniated	(Reason for nomination as candidate)
			Michael J. Cicco currently serves as President and CEO of FANUC
			America Corporation, a subsidiary responsible for the Company's business in
			the Americas, and has contributed to its growth and development. 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		Personal history, position and responsibilities	Number of shares
	of the Company
number	(Date of birth)
		held by candidate
5		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
		April 2010	Station
		Served as a mission specialist on the Space Shuttle Discovery,
			and engaged the mission of assembling the International Space
		March 2016	Station (STS-131(19A))
		Appointed Outside Director of Nabtesco Corporation
		September 2017	Appointed Outside Director of OPTORUN Co., Ltd. (to the
		June 2018	present)
		Appointed Outside Director of TOPCON CORPORATION (to
	Naoko Yamazaki	July 2018	the present)
	Appointed Representative Director of Space Port Japan
	(December 27, 1970)
		Association (to the present)
		June 2020
	Outside Director	Appointed Director of the Company (to the present)
	Independent Director	June 2021	Appointed President of Young Astronauts Club - Japan (to the
	Renominated		present)

(Significant concurrent posts of other entities) Representative Director of Space Port Japan Association President of Young Astronauts Club - Japan

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

(Attendance at the Board of Directors meetings held during this period) 100% (12 of 12)

(Reason for nomination as candidate and expected role)

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. With her wealth of experience and insight, she has appropriately executed her duties as Outside Director in providing the Company with supervision over and advice on the Company's business. We expect that she will continue to contribute to the Company's Board of Directors from an independent position.

The Company has no business transactions with Space Port Japan Association, at which Naoko Yamazaki serves as Representative Director, or with Young Astronauts Club - Japan, at which she serves as President. Therefore, there is no risk of her independence being affected by this position. As mentioned above, Naoko Yamazaki has continued to contribute to the Company's Board of Directors from an independent position. Thus her reappointment as Outside Director is proposed.

In addition, the Company has appointed Outside Director Naoko Yamazaki as an Independent Director as defined by the Tokyo Stock Exchange and has duly notified the Tokyo Stock Exchange.

Her term of office as Outside Director of the Company will have been four (4) years at the conclusion of the coming shareholder meeting.

Candidates'	Name		Personal history, position and responsibilities	Number of shares
	of the Company
number	(Date of birth)
		held by candidate
6		April 1975	Joined Hitachi, Ltd.	500 shares
	April 2003	General Manager of Nuclear Power Systems Production
			Division, Nuclear Systems Division, Power and Industrial
			Systems Group, Hitachi, Ltd.
		April 2004	Deputy General Manager of Hitachi Works, Power Systems
			Group and Vice Division Director, Nuclear Power Systems
			Production, Hitachi, Ltd.
		April 2005	Deputy General Manager of Air-Conditioning Systems Division,
			Hitachi Plant Engineering & Construction Co., Ltd.
		July 2007	Appointed Executive Vice President of Hitachi-GE Nuclear
			Energy, Ltd.
	Hiroto Uozumi	April 2011	Appointed President and Representative Director of Hitachi-GE
		Nuclear Energy, Ltd.
	(March 10, 1953)	April 2013
	Appointed Vice President and Executive Officer, Hitachi, Ltd.
	Outside Director	April 2015	Appointed Chairman of the Board of Hitachi-GE Nuclear
	Independent Director		Energy, Ltd.
	April 2017	Senior Corporate Officer of Nuclear Energy Business Unit,
	Renominated
			Hitachi, Ltd.
		April 2020	Senior Corporate Officer of Nuclear Damage Compensation and
			Decommissioning Facilitation Corporation
		June 2021	Appointed President & CEO of Atomic Energy Association (to
		June 2022	the present)
		Appointed Director of the Company (to the present)

(Significant concurrent posts of other entities) President & CEO of Atomic Energy Association

(Attendance at the Board of Directors meetings held during this period) 100% (12 of 12)

(Reason for nomination as candidate and expected role)

Hiroto Uozumi has a background in planning and designing nuclear power systems and manufacturing major equipment as the Head of nuclear power business at Hitachi, Ltd. He is familiar with manufacturing and company management due to his experience holding important positions at Hitachi, Ltd. and Hitachi-GE Nuclear Energy, Ltd. In addition, as the Company aims to be carbon-neutral by 2050, it is expected that his knowledge of power and energy systems, as well as decarbonization, will be utilized. With his wealth of experience and insight, he has appropriately executed his duties as Outside Director in providing the Company with supervision over and advice on the Company's business. We expect that he will continue to contribute to the Company's Board of Directors from an independent position.

The Company has no business transactions with the Atomic Energy Association, at which Hiroto Uozumi serves as President & CEO. Therefore, there is no risk of his independence being affected by this position.

As mentioned above, Hiroto Uozumi has continued to contribute to the Company's Board of Directors from an independent position. Thus his reappointment as Outside Director is proposed.

In addition, the Company has appointed Outside Director Hiroto Uozumi 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 two

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

Candidates'	Name		Personal history, position and responsibilities	Number of shares
	of the Company
number	(Date of birth)
		held by candidate
7		April 1994	Joined Bank of Japan	0 shares
	April 2009	Joined Mitsubishi Research Institute, Inc.
		April 2012	Chief Researcher, Center for Policy and the Economy, Chief
			Economist of Mitsubishi Research Institute, Inc.
		October 2015	Deputy General Manager, Center for Policy and the Economy,
			Chief Economist of Mitsubishi Research Institute, Inc.
		October 2017	General Manager, Center for Policy and the Economy, Chief
		October 2020	Economist of Mitsubishi Research Institute, Inc.
		Deputy General Manager, Planning and Administration Office,
			Think Tank Unit
	Yoko Takeda		General Manager, Center for Policy and the Economy, Chief
	(April 13, 1971)		Economist of Mitsubishi Research Institute, Inc.
	December 2021	Appointed Research Fellow (to the present)
	Outside Director	October 2022	Deputy General Manager, Think Tank Unit
	Independent Director		General Manager, Planning and Administration Office, Think
	Renominated		Tank Unit
			General Manager, Center for Policy and the Economy,
			Chief Economist of Mitsubishi Research Institute, Inc.
		June 2023	Appointed Outside Director of Ricoh Company, Ltd. (to the
			present)
		October 2023	Appointed Director of the Company (to the present)
		Appointed Executive Officer of Mitsubishi Research Institute,
			Inc. (to the present)
			General Manager, Think Tank Unit of Mitsubishi Research
			Institute, Inc. (to the present)
		(Significant concurrent posts of other entities)
		Executive Officer and Research Fellow,
		General Manager, Think Tank Unit of Mitsubishi Research Institute, Inc.
		Outside Director of Ricoh Company, Ltd.
		(Attendance at the Board of Directors meetings held during this period)
		100% (10 of 10)
		(Reason for nomination as candidate and expected role)
		Yoko Takeda has extensive knowledge of economic and financial conditions,
		having conducted research analysis of finance and the economy, and made
		various policy proposals at Mitsubishi Research Institute, Inc. In addition, she
		has various other experiences, including activities such as government
		commissioner on the Industrial Structure Council, etc.
		With her wealth of experience and insight, she has appropriately executed her
		duties as Outside Director in providing the Company with supervision over
		and advice on the Company's business. We expect that she will continue to
		contribute to the Company's Board of Directors from an independent position.
		The Company has no business transactions with Mitsubishi Research
		Institute, Inc., at which Yoko Takeda serves as Executive Officer, etc.
		Therefore, there is no risk of her independence being affected by this position.
		As mentioned above, Yoko Takeda has continued to contribute to the
		Company's Board of Directors from an independent position. Thus her
		reappointment as Outside Director is proposed.
		In addition, the Company has appointed Outside Director Yoko Takeda as an
		Independent Director as defined by the Tokyo Stock Exchange and has duly
		notified the Tokyo Stock Exchange.
		Her term of office as Outside Director of the Company will have been one (1)
		year at the conclusion of the coming shareholder meeting.

Notes:

1. Naoko Yamazaki, Hiroto Uozumi, and Yoko Takeda are candidates for Outside Directors.
2. We have entered into an agreement with Naoko Yamazaki, Hiroto Uozumi, and Yoko Takeda 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.
3. We have entered into a directors and officers liability insurance agreement with an insurance company. The agreement covers damages that may arise due to the insured directors and officers assuming liability for their execution of duties, or receiving a claim for the pursuit of such liability. All candidates for Directors shall be included as an insured under the said insurance agreement, which is to be retained with the same terms and conditions at the next renewal.
4. While Naoko Yamazaki, Hiroto Uozumi, and Yoko Takeda were in office as Outside Directors of the Company, it was discovered that ROBOCUT (wire electric discharge machine), which the Company manufactures and sells, might have been tested under conditions that do not comply with the

harmonized standards of the Europe's EMC (Electromagnetic Compatibility) Directive. They were not aware of the issue until it came to light, but regularly called the attention of participants at meetings of the Board of Directors and other forums to the importance of compliance. After the issue came to light, they have provided recommendations, etc. at meetings of the Board of Directors and other forums regarding investigations to thoroughly uncover all aspects of the issue.