Fanuc CorporationTSE: 6954

Notice of Convocation of The 57th Ordinary General Meeting of Shareholders

· Issued by Fanuc Corporation
‌(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

Dear Shareholders,

(Securities code: 6954)

June 4, 2026 (Commencement of measures for electronic provision: May 28, 2026)

Kenji Yamaguchi Representative Director President

FANUC CORPORATION

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

‌Notice of Convocation of the 57th Ordinary General Meeting of Shareholders

We are pleased to announce that the 57th 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 57th Ordinary General Meeting of Shareholders" and "Supplementary Materials to the Notice of Convocation of the 57th 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/

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 by the Voting Rights Exercise Form or via the Internet. 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 24, 2026. [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.web54.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, Sumitomo Mitsui Trust Bank, Limited (Phone: 0120-652-031).

Description

  1. Date: Thursday, June 25, 2026, 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 ‌Matters to be reported: Report on the business report, the consolidated financial statements, the non-consolidated financial statements and the results of the audit of the consolidated financial statements by the Accounting Auditors and the Audit and Supervisory Committee for the 57th fiscal year (from April 1, 2025 to March 31, 2026). Matters to be resolved: Item 1: Dividends of Surplus ‌Item 2: Election of Six (6) Directors (excluding 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 via the Internet, the votes exercised via the Internet shall be effective.

  2. If voting rights are exercised twice or more via the Internet, 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.

- 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 disabilities).

  • In the event of any revision to the Electronic Provision Measures Matters, such Matters before and after the revision will be posted on the Company website and TSE website shown on the previous page.

  • The documents sent to shareholders who have requested the delivery of documents do not include the following items, in accordance with the provisions of laws, regulations, and the Company's Articles of Incorporation. Therefore, these documents represent only part of the documents audited by the Audit and Supervisory Committee and the Accounting Auditors in preparing their audit reports.

    • "Overview of the limitation of liability agreements" under "Directors of the Company," "Accounting Auditor," "System to ensure the appropriateness of business activities (internal control system)," and "Overview of the operation status of the system to ensure the appropriateness of business activities (internal control system)" in the Business Report

    • "Consolidated Statement of Changes in Net Assets" and "Notes to the Consolidated Financial Statements" in the Consolidated Financial Statements

    • "Non-Consolidated Statement of Changes in Net Assets" and "Notes to the Non-Consolidated Financial Statements" in the Non-Consolidated Financial Statements

‌Reference Materials 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

  2. Share buybacks

  3. 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 2025, at 60%.

Together with the interim dividend of ¥51.33 per share paid in December 2025, the annual dividend will be ¥107.09 per share.

  1. Type of dividend asset Cash

  2. Allocation of dividend assets to shareholders and total amount of allocation

    ¥55.76 per share of common stock (dividend payout ratio (Consolidated): 60.0%)

    Total amount of payout: ¥52,032,935,190

  3. Effective date of dividend payment June 26, 2026

‌Item 2 Election of Six (6) Directors (excluding Directors Who Are Audit and Supervisory Committee Members)

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

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

Candidates' number

Name

Position and responsibilities at the Company

Attendance at the Board of Directors meetings

1

Kenji Yamaguchi

Renominated

Representative Director, President and CEO

100%

(12 of 12)

2

Ryuji Sasuga

Renominated

Director, Senior Managing Officer and CFO

General Manager, Corporate Finance & Facility Planning Division

Manager, Secretary Department

100%

(12 of 12)

3

Michael J. Cicco

Renominated

Director of the Company

President and CEO, FANUC America Corporation

100%

(12 of 12)

4

Naoko Yamazaki

Renominated

Outside Director Independent Director

Director

100%

(12 of 12)

5

Hiroto Uozumi

Renominated

Outside Director Independent Director

Director

100%

(12 of 12)

6

Yoko Takeda

Renominated

Outside Director Independent Director

Director

100%

(12 of 12)

Candidates' number

Name (Date of birth)

Personal history, position and responsibilities

Number of shares of the Company held by candidate



1

April 1993

Joined the Company

54,560 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 (August 6, 1968)

(Attendance at the Board of Directors meetings held during this period) 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 has extensive business 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' number

Name (Date of birth)

Personal history, position and responsibilities

Number of shares of the Company held by candidate

2



Ryuji Sasuga (March 10, 1969)

Renominated

April 1992

Joined the Company

13,270 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

July 2015

Manager, Secretary Department of the Company (to the present)

June 2017

Appointed Managing Officer of the Company

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% (12 of 12)

(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' number

Name (Date of birth)

Personal history, position and responsibilities

Number of shares of the Company held by candidate



3

August 1999

Joined FANUC America Corporation ("FAC")

4,780 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 present)

June 2017

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) 100% (12 of 12)

(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.

(October 16, 1976)

Renominated

Candidates' number

Name (Date of birth)

Personal history, position and responsibilities

Number of shares of the Company held by candidate

4



Naoko Yamazaki (December 27, 1970)

Outside Director Independent Director Renominated

April 1996

Joined the National Space Development Agency of Japan

(currently Japan Aerospace Exploration Agency (JAXA))

0 shares

September 2001

Certified as an astronaut for missions to the International Space Station

April 2010

Served as a mission specialist on the Space Shuttle Discovery, and participated in STS-131 (19A), an assembly and resupply

mission to the International Space Station (ISS)

March 2016

Appointed Outside Director of Nabtesco Corporation

September 2017

Appointed Outside Director of OPTORUN Co., Ltd.

June 2018

Appointed Outside Director of TOPCON CORPORATION

July 2018

Appointed Representative Director of Space Port Japan Association (to the present)

June 2020

Appointed Director of the Company (to the present)

June 2021

Appointed President of Young Astronauts Club - Japan (to the present)

December 2025

Appointed General Manager of Vast Japan GK (to the present)

(Significant concurrent posts of other entities) General Manager of Vast Japan GK

Representative Director of Space Port Japan Association President of Young Astronauts Club - Japan

(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 Vast Japan GK, at which Naoko Yamazaki serves as General Manager, with Space Port Japan Association, at which she serves as Representative Director, or with Young Astronauts Club - Japan, at which she serves as President. Therefore, there is no risk that her independence would be affected.

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 six (6) years at the conclusion of the coming shareholder meeting.

Candidates' number

Name (Date of birth)

Personal history, position and responsibilities

Number of shares of the Company held by candidate

5



Hiroto Uozumi (March 10, 1953)

Outside Director Independent Director Renominated

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.

April 2011

Appointed President and Representative Director of Hitachi-GE

Nuclear Energy, Ltd.

April 2013

Appointed Vice President and Executive Officer, Hitachi, Ltd.

April 2015

Appointed Chairman of the Board of Hitachi-GE Nuclear Energy, Ltd.

April 2017

Senior Corporate Officer of Nuclear Energy Business Unit,

Hitachi, Ltd.

April 2020

Senior Corporate Officer of Nuclear Damage Compensation and

Decommissioning Facilitation Corporation

June 2021

Appointed President & CEO of Atomic Energy Association

June 2022

Appointed Director of the Company (to the present)

(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.

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 four (4) years at the conclusion of the coming shareholder meeting.

Candidates' number

Name (Date of birth)

Personal history, position and responsibilities

Number of shares of the Company held by candidate

6



Yoko Takeda (April 13, 1971)

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 of Mitsubishi Research Institute, Inc.

October 2017

General Manager, Center for Policy and the Economy of Mitsubishi Research Institute, Inc.

October 2020

Deputy General Manager, Think Tank Unit

General Manager, Center for Policy and the Economy of Mitsubishi Research Institute, Inc.

December 2021

Appointed Research Fellow of Mitsubishi Research Institute, Inc.

Outside Director Independent Director Renominated

October 2022

Deputy General Manager, Think Tank Unit

General Manager, Planning and Administration Office, Think Tank Unit

General Manager, Center for Policy and the Economy of Mitsubishi Research Institute, Inc.

June 2023

Appointed Outside Director of Ricoh Company, Ltd. (to the present)

Appointed Director of the Company (to the present)

October 2023

Appointed Executive Officer of Mitsubishi Research Institute, Inc.

General Manager, Think Tank Unit of Mitsubishi Research Institute, Inc.

October 2025

Appointed Senior Research Fellow of Mitsubishi Research Institute, Inc. (to the present)

(Significant concurrent posts of other entities)

Senior Research Fellow of Mitsubishi Research Institute, Inc. Outside Director of Ricoh Company, Ltd.

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

(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 as a member of government councils, including 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 Senior Research Fellow. Therefore, there is no risk that her independence would be affected.

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 three

(3) years 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 contract 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 insured persons under the said insurance agreement, which is to be retained with the same terms and conditions at the next renewal.

(For Reference)

  1. Criteria for Independence of Outside Directors

    With regard to Independent Outside Directors, the Company nominates candidates who do not have any certain interest in the Company, and who can be expected to make frank comments without hesitation at Board of Directors meetings, etc. Furthermore, in order to ensure such real independence, as minimum requirements, candidates must meet each of the following conditions.

    1. Sales to the individual's former workplace (organization) from the Company will be under 2% of the consolidated sales of the Company, and sales to the Company from the individual's former workplace will be under 2% of the consolidated sales of the individual's former workplace.

    2. The Company must not have any loans from the company from which the candidate comes (if the candidate comes from a bank.)

    3. The Company must not have any important transactions such as advisory contracts with the candidate or the firm he/she works for (if the candidate is a lawyer or other professional.)

    4. The candidate must not come from the audit firm that is the Company's Accounting Auditor.

    5. There must be no other particular reasons that could give rise to a conflict of interest with the Company.

    6. The candidate must not be the spouse or a relative within the second degree of anyone who does not meet the above conditions 1 through 5.

  1. Composition of the Board of Directors and Expertise and Experience of Each Director If Item 2 is Approved as Originally Proposed (Skills Matrix)

Name

Gender

Corporate

Management

Research &

Development

Internationality

ESG/

Sustainability

HR/Labor/HR

Development

Legal/Risk

Management

Finance/

Accounting

Kenji Yamaguchi

Male

●

●

●

●

●

●

●

Ryuji Sasuga

Male

●

●

●

●

●

Michael J. Cicco

Male

●

●

●

●

●

●

Naoko Yamazaki

Outside

Female

●

●

●

●

Hiroto Uozumi

Outside

Male

●

●

●

●

●

●

Yoko Takeda

Outside

Female

●

●

●

●

Toshiya Okada

Audit and Supervisory Committee Member

Male

●

●

Hidetoshi Yokoi

Audit and Supervisory Committee Member

Outside

Male

●

●

●

Mieko Tomita

Audit and Supervisory

Committee Member

Outside

Female

●

●

●

Shigeo Igashima

Audit and Supervisory

Committee Member

Outside

Male

●

●

- END -

‌BUSINESS REPORT

(April 1, 2025 through March 31, 2026)
  1. Summary of Current Status of the FANUC Group
    1. Business trends and achievements

      During the fiscal year ended March 31, 2026 (April 1, 2025 - March 31, 2026), the FANUC Group faced a number of uncertainties, including geopolitical risks, the impact of tariffs imposed by the U.S. government, the resulting effects on the global economy, and foreign exchange fluctuations, making the situation unpredictable overall.

      Under such circumstances, we made every effort to improve our financial results by undertaking company-wide initiatives such as sales expansion and cost reduction, with the full cooperation of all divisions, including R&D divisions, factories, sales divisions, service divisions, and administrative divisions.

      We have continued to actively push forward with initiatives towards future development, including the development of new products and new functions to reinforce our competitiveness and capital investments to achieve greater productivity.

      During the fiscal year ended March 31, 2026, FANUC posted consolidated net sales totaling ¥857,831 million, up 7.6%, consolidated ordinary income totaling ¥227,485 million, up 15.6%, and net income attributable to owners of parent totaling

      ¥166,543 million, up 12.9%, compared with the previous fiscal year.

      During the fiscal year ended March 31, 2026, we also expanded the basic specifications of the mold clamping unit of the FANUC ROBOSHOT SC Series to accommodate larger and more complex molds and renewed the design of the toggle mechanism section to achieve high productivity. This model received the Main Award at the 68th Nikkan Kogyo Shimbun Best 10 New Product Awards.

      The following is a summary of the results for each business division:

      ‌[FA Division]

      In the FA Division, demand from the machine tool industry, the primary market for CNC systems, was driven by robust external demand from machine tool manufacturers in Japan, and remained strong in China, where demand was vigorous from industries that are actively undertaking capital investment, and India, despite weak demand in Europe. As a result, sales of the Company's CNC systems increased.

      In terms of development, we added to our hardware lineup to expand the range of applications for the "FANUC Series 500i-A" and developed the new model "FANUC Series 503i-A" for middle-class machine tools. We strengthened development tools and customization functions for use in machine tool design and CNC setup, supporting their adoption by machine tool manufacturers. We also developed SERVO VIEWER 2, a dedicated servo data measurement tool designed to achieve more efficient machine tool condition checking and troubleshooting, to support the utilization of data for improving machine user operation rates and optimizing machining.

      Regarding the utilization of digital technology, we have added functionality to our "FIELD system Basic Package," a data infrastructure that facilitates DX at manufacturing sites, enabling the collection of servo data to facilitate the prevention and detection of failures at manufacturing sites. For digital twin technology, we also released a library version of the CNC simulation tool, CNC GUIDE 2, to encourage the use of features that are of strong interest to machine users, such as machining time prediction and surface estimation, in an integrated form within applications from machine tool manufacturers and CAD/CAM manufacturers, and we aim to further expand its adoption.

      For servos, we developed a retrofittable cooling jacket for the "FANUC αi-D Series SERVO" which helps achieve high-precision machining by suppressing heat transfer to the machine. We expanded the lineup of the "FANUC DD MOTOR DiS-D Series" to promote its adoption in 4-spindle and 5-spindle machining centers through improved feed accuracy and energy efficiency. In terms of servo system control functions, we added a high-speed tracking feedforward function to the "FANUC Series 500i-A," which contributes to shorter cycle times and improved machining accuracy by enhancing compliance with commands during acceleration and deceleration.

      The FA Division posted consolidated sales totaling ¥208,478 million, up 7.0%, compared with the previous fiscal year, and FA Division sales accounted for 24.3% of consolidated net sales.

      ‌[ROBOT Division]

      In the ROBOT Division, sales in Japan decreased as demand from general industries remained flat and the automobile-related industries failed to recover. In the Americas, although concerns existed regarding the impact of tariffs, sales were higher than in the previous fiscal year. In China, sales significantly increased due to strong demand from EV-related and general industries.

      In terms of development, we introduced new models, including the "FANUC Robot R-2000/E" series, the ultra-lightweight portable collaborative robot "FANUC CRX-3iA," the "FANUC M-810/190-20B" machining robot, and the shelf-mounted "FANUC SCARA Robot SR-9iA/R." In the software sector, we advanced our efforts toward open platforms and support for physical AI.

      The "FANUC Robot R-2000/E" series is a completely redesigned model in the FANUC Robot R-2000 series of large robots, of which more than 350,000 units have shipped to date. With significantly improved operational performance and maintainability, it enhances productivity across a wide range of applications, from automotive manufacturing to logistics operations.

      For FANUC Robot CRX-series collaborative robots, we have developed the "FANUC Robot CRX-3iA," a lightweight and compact portable model with a payload capacity of 3kg. Weighing just 11kg, it is light enough to be carried with one hand and can be easily set up anywhere, making it ideal for addressing labor shortages across a wide range of applications, including welding, assembly, and inspection at shipbuilding and construction sites.

      The "FANUC M-810/190-20B" is a short-arm model in the FANUC M-800 series, designed for machining large components such as automotive gigacast components, for which demand has been growing in recent years. With a payload capacity of 190kg and a reach of 2meters, it offers high environmental resistance, high precision, and high rigidity. In addition, its compact design allows it to be used in confined spaces for various machining operations such as milling, drilling, and threading on large parts and cast-iron components.

      The "FANUC SCARA Robot SR-9iA/R" is a shelf-mounted SCARA robot with a payload capacity of 9kg. Its advanced processing capability enables it to perform high-speed transfer operations continuously 24 hours a day without rest, and it efficiently handles the high-speed transfer of small parts such as power generation cells for solar panels.

      In addition, we have vigorously promoted support for open platforms to accelerate the development of physical AI: the application of AI evolution to robots. To begin with, we released a dedicated driver as open-source software on GitHub (the world's largest development platform for storing, sharing, and managing source code) to operate FANUC robots through the open-source robot development platform ROS 2. This enables users worldwide to use ROS 2 to control a wide range of FANUC robots with payloads ranging from 3kg to 2,300kg. We also developed a feature that enables Python (a programming language widely used in AI development) to run directly on the robot controller without the need for a PC. Moreover, we developed a Stream Motion function that executes robot motion commands sent from a PC at an ultra-high-speed cycle of 1ms. This open platform, centered on the three pillars of ROS 2 compatibility, Python support, and Stream Motion, enables the realization of physical AI combining FANUC's highly reliable robots with the latest AI technology.

      New products and capabilities such as these will continue to contribute to the automation of industry.

      The ROBOT Division posted consolidated sales totaling ¥378,610 million, up 14.9%, compared with the previous fiscal year. ROBOT Division sales accounted for 44.1% of consolidated net sales.

      Note: ROS is a trademark of the Open Source Robotics Foundation, GitHub is a registered trademark of GitHub, Inc., and Python is a registered trademark of the Python Software Foundation.

      ‌[ROBOMACHINE Division]

      In the ROBOMACHINE Division, despite continued robust demand in China, sales of ROBODRILLs (compact machining centers) decreased amid sluggish demand in Japan and other parts of Asia. Although ROBOSHOTs (electric injection molding machines) showed robust performance in the Americas, sales declined overall due to decreases in demand in China and Taiwan. Sales of ROBOCUTs (wire electrical-discharge machines) increased due to rises in demand in the Americas.

      In terms of development, in ROBODRILL, we developed a new model, the "FANUC ROBODRILL DC series", achieving improvements in productivity and operation rates by shortening cycle times, reducing thermal displacement, and enhancing chip discharge performance. For ROBOSHOT, we developed a new model, the "FANUC ROBOSHOT SC series," achieving productivity improvements by shortening mold opening and closing times. Additionally, to suppress energy loss in the

      plasticization process, we added a function to automatically adjust the barrel base temperature, thereby enhancing energy-saving capabilities. For ROBOCUT, we added a wire-saving function to the "FANUC ROBOCUT α-CiC series," reducing running costs. Furthermore, productivity was also improved through packages combining CRX-series collaborative robots.

      The ROBOMACHINE Division posted consolidated sales totaling ¥129,600 million, down 5.8%, compared with the previous fiscal year. ROBOMACHINE Division sales accounted for 15.1% of consolidated net sales.

      ‌[Service Division]

      In the Service Division, under the spirit of 'Service First', we have strengthened our service system globally to enhance customer satisfaction by focusing on CX (customer experience) utilizing IT.

      At FANUC America Corporation, FANUC Europe Corporation, and within Japan, we launched an internal manual and document search system utilizing generative AI, aiming to improve customer satisfaction by streamlining service reception operations and speeding up our response.

      We promoted sales and supported the introduction of IoT products that can be used for predictive maintenance, such as the "FIELD system Basic Package," useful for maintenance, the AI Servo Monitor, which enables failure prediction in machine tools, and Zero Down Time for robots.

      The Service Division posted consolidated sales totaling ¥141,143 million, up 4.4%, compared with the previous fiscal year. Service Division sales accounted for 16.5% of consolidated net sales.

      ‌【AI initiatives】

      With regard to AI, we are promoting the development of more practical AI functions for use in all products of FA, ROBOT, and ROBOMACHINE. Each Research and Development Division is working on developing new AI functions, as well as improving and expanding the scope of application of the AI functions released so far. In recent years, we have been progressively exploring the use of generative AI, and the results of this exploration are steadily emerging in terms of more efficient internal operations. We have also been exploring the application of generative AI to products and have presented case studies of the application of physical AI in robotics. We are undertaking similar explorations regarding the application of physical AI in the field of machine tools. Through these initiatives related to AI technologies, we aim to differentiate ourselves from our competitors.

      ‌【Research and Development】

      In an effort to contribute to automating and increasing efficiency in customers' manufacturing, FANUC's CNC Hardware Research and Development Division, CNC Software Research and Development Division, SERVO Research and Development Division, ROBOT Mechanical Research and Development Division, ROBOT Software Research and Development Division, Robot Application Engineering Division, ROBODRILL Research and Development Division, ROBOSHOT Research and Development Division, and ROBOCUT Research and Development Division developed various new competitive products and functions by focusing on enhancing functions and ease of use, rooted in high reliability, and successfully launched them in the market.

      FANUC's Next Generation Technology Laboratory is engaged in research and development of next-generation element technologies applicable to FANUC products.

    2. ‌Capital Investment

      In terms of capital investments during the fiscal year under review, we proceeded with the development of the Central Technical Center at the Headquarters site. Along with the completion of an office wing connected to the main building (Headquarters building), we have comprehensively renewed the guest area. In addition, we renovated facilities such as factory buildings and the main building, and made investments for future growth, including the installation of solar power generation equipment to reduce our environmental impact. Total capital investment during the fiscal year under review was ¥21,990 million.

    3. ‌Financing

      No external funding was required since FANUC met all of its funding requirements in the fiscal year under review with its own resources.

    4. ‌Issues to be Addressed

      As FANUC products are capital goods that are significantly affected by economic changes, we continue management from a long-term perspective without being affected by short-term events.

      Regarding the business environment surrounding FANUC, with increased geopolitical risk and concerns over economic slowdown and others, it is anticipated that the situation will remain unpredictable for some time. On the other hand, the demand for industrial automation is expected to grow over the mid-to-long term.

      Under the slogan of "one FANUC," FANUC's three businesses-FA, ROBOT and ROBOMACHINE-are united with SERVICE to provide total solutions that advance our customers' automation. At the same time, FANUC group companies worldwide collaborate as one to serve customers across the globe.

      Also, FANUC develops products that are "Reliable," "Predictable," and "Easy to Repair," to minimize downtime and improve the operational uptime of customers using FANUC products.

      Furthermore, under the slogan of "Service First," FANUC provides high-level services anywhere in the world, based on our global standards, helping our customers improve operational uptime.

      With regard to quality improvement, FANUC pursues quality improvement in all processes, from product development and design, to manufacturing and after-sales service, thus ensuring a higher level of product safety, compliance with legal and regulatory standards, and reliability. Also, led by the Quality Management Division, which functions independently from the R&D and manufacturing divisions, FANUC strives to ensure that the critical elements of quality, i.e., complying with laws and regulations and enhancing reliability, are maintained across all products.

      As customer-oriented advanced technologies, by narrowing down to FANUC's area of expertise of industrial automation, and aggressively investing in R&D in this field, highly competitive products are developed and released. Also, as acquiring skilled workers becomes more difficult, further emphasis is placed on ease of use in developing products, to deal with this situation. Furthermore, FANUC will further promote industrial efficiency and the creation of added value through the proactive application of the latest control / digital / IoT / AI technologies. Together with our ongoing research and development efforts, FANUC will further expand its intellectual property portfolio.

      With regard to responsibility to supply, as a supplier of capital goods, FANUC will fulfill its responsibilities to supply under any circumstance. For this end, manufacturing sites and service offices are being increased and established in various locations so that service activities can be maintained. Furthermore, measures are being taken to strengthen our supply chain. Examples are procuring parts from multiple suppliers, and having an adequate amount of parts in stock.

      With regard to enrichment of human capital, from the viewpoint that human resources is most vital for mid-to-long term growth, creating a more employee-friendly workplace and improving employee engagement are considered key priorities. In addition, looking towards the future, FANUC strongly invests in human capital by employing necessary people and educating employees. Through such efforts, human capital is continuously enriched. Also, group-wide initiatives embrace human resource diversity and respect of individuality and values, encouraging each employee to fully demonstrate their unique abilities (Diversity & Inclusion). These efforts aim to strengthen our organization and drive sustainable growth.

      With regard to environmental initiatives, with the slogan of "leaving nature and resources to posterity," FANUC aims to conserve the global environment in all aspects of its corporate activities, such as by observing environmental laws and regulations, reducing energy consumption, optimizing resource utilization, improving chemical substance control, and using water resources efficiently.

      With regard to governance, in addition to operating margins, ordinary margins, and ROE, market shares are regarded as being a critical management index. These are considered comprehensively in making management decisions. Furthermore, cost of capital shall be identified accurately and efforts will be made to improve ROE. Moreover, as a company with an Audit and Supervisory Committee, FANUC will further strengthen governance to enhance the sustainable growth in corporate value by separating execution from management and reinforcing the supervisory function of the Board of Directors, where independent outside directors constitute the majority.

      FANUC will continue to thoroughly practice our basic principles of "Genmitsu (Strict Preciseness) and Tomei (Transparency)," and promote such measures united as one group in all aspects, in order to gain more customer confidence and trust in FANUC while adapting to dramatic changes in the environment, in our efforts to become a company that will continue forever.

      Thank you for your continued support and assistance to FANUC.

      ‌(Reference)‌ Climate Change Initiatives and Information Disclosure Based On TCFD

      Amid the global movement toward a decarbonized society, we recognize that climate change is an important management issue for the FANUC Group as well, as we are doing business globally, and pushed forward with development geared towards improved energy-efficiency of our products. Further, FANUC CORPORATION has been recognized for leadership in transparent disclosure and performance on climate change and water security by an international non-profit organization, CDP, and has been designated an 'A List' company, the highest rating, for the third consecutive year for climate change and the first year for water security.

      The Company also expressed its support for the Task Force on Climate-related Financial Disclosures and its recommendations (hereafter, TCFD recommendations) in December 2021.

      Further, we would like to utilize the framework of TCFD recommendations, and continue enhancing the quality and amount of disclosures to promote climate change initiatives still further, and contribute to achieving a sustainable society.

      ‌Governance

      The Company recognizes climate change as a critical business challenge.

      At the "Sustainability Committee" chaired by the Representative Director, President, we will deliberate and make decisions on important policies and measures related to climate change, and report to the Board of Directors.

      Based on the reported content, the Board of Directors will supervise to check whether identification of risks and opportunities, and measures related to climate change are promoted appropriately.

      ‌Strategy

      The Company conducted a scenario analysis targeting mid-term (2030) and long-term (2050) with a 1.5°C scenario, 2°C scenario, and 4°C scenario on the FA business, Robot business, and Robomachine business to identify the risks and opportunities related to climate change, and to check how these will impact the FANUC Group businesses. Regarding the scenario analysis, we referred to IEA NZE, IPCC RCP1.9, etc., for 1.5°C, IEA SDS, IPCC RCP2.6, etc., for 2°C, and IEA STEPS, IPCC RCP8.5,

      etc., for 4°C. For each scenario, we identified the risks and opportunities related to climate change, and quantitatively and qualitatively examined and evaluated the impact on the business.

      Among these, we identified the following risks that will have a significant impact on the businesses: "Increase in costs due to introduction of carbon tax," "Increase in costs due to the rise in raw material prices," and "Decrease in demand for a part of FANUC products due to the consumer behavior change and shift to EV/FCV." We also identified the following opportunities: "Increase in demands for FANUC products due to energy-saving and robotization," and "Increase in demands for FANUC products due to the shift to EV/FCV."

      Identified risks and opportunities

      Responses to identified risks and opportunities

      Transition risks

      Physical risks

      Opportunities

      • Introduction of carbon tax will increase costs.

      • The rise in raw material prices will increase costs.

      • Consumer behavior change and shift to EV/FCV will decrease demand for a part of FANUC products.

      • Set up a mid- to long-term goal for reducing greenhouse gas (GHG) emissions, and promote energy-saving and introduction of renewable energy, etc. in business activities to reduce GHG emissions.

      • Promote the support of business continuity plan (BCP) (Multiple production sites and suppliers, etc.)

      • Promote the development of products that contribute to customers' energy saving / robotization, and well-demanded products due to the shift to EV/FCV.

      • Promote the development of products that can maintain high performance and high reliability under harsh operating and transportation environments.

      • Increasing severity of natural disasters will damage production sites, etc. and as this negatively impacts production, recovery costs will increase.

      • Energy-saving/robotization will increase demands for FANUC products.

      • The shift to EV/FCV will increase demand for FANUC products.

      • Demand for FANUC products capable of working under harsh operating and transportation environments will increase due to the influence of rising average temperature.

      In the 1.5°C and 2°C scenario, the world is expected to undergo major social changes as it transitions to decarbonization. There is a possibility for costs to increase due to the introduction of carbon taxes and rise in raw material prices, but we believe that

      we can expand the FA business, Robot business, and Robomachine business as energy-saving/robotization, and that the shift to EV/FCV will expand. The 4°C scenario does not promote low carbonization, and increasing severity of natural disasters will be expected due to climate change, such as increases in average temperature. This creates a potential increase in recovery costs as production sites, etc., will be damaged, having a negative impact on production. For these reasons, we will continue to promote business continuity plan (BCP) initiatives, and deal with physical risks.

      The findings of the scenario analysis on FA business, Robot business and Robomachine business rated these businesses as highly resilient in all scenarios used for the analysis. We will further promote initiatives in order to meet the challenges of identified risks and realize these opportunities in the future.

      The Company has set a mid-term goal (certified by the SBT Initiative) to reduce its Scope 1,2 emissions by 42% from FY 2020 level by 2030, and is promoting efforts to achieve this goal.

      Toward this goal, we plan to install solar panels and renewable electricity, and expect to invest approximately 9 billion yen. (Amounts are subject to uncertainties and assumptions and may differ from actual results.)

      ‌Risk Management

      To address risks that may hinder the continuity of our business, the enhancement of our corporate value, or the sustainable development of our corporate activities, the Company has established a Risk Management Committee and risk management policies, and we are conducting appropriate risk management under the supervision of the Board of Directors. The risks of climate change will also be placed in the rules, and managed.

      ‌Metrics and Targets

      The Company has set up a long-term target of reducing GHG emissions from the business activities of the FANUC Group (Scope 1, 2) to zero by FY2050. To achieve this long-term target, we have set a mid-term target of 42% reduction of the same emissions by FY2030 (in comparison with FY2020). Regarding Scope 3, we aim for 12.3% reduction of emissions due to the use of sold products (Category 11) by FY2030 (in comparison with FY2020).

    5. ‌Assets and Profits
      1. The FANUC Group (Millions of yen)

        Item

        FY 2022

        (54th term)

        FY 2023

        (55th term)

        FY 2024

        (56th term)

        FY 2025

        (57th term)

        Net sales

        851,956

        795,274

        797,129

        857,831

        Ordinary income

        231,327

        181,755

        196,738

        227,485

        Net income attributable to owners of parent

        170,587

        133,159

        147,557

        166,543

        Net income per share (Yen)

        178.55

        140.23

        157.31

        178.47

        Total assets

        1,873,536

        1,926,037

        1,937,031

        2,090,700

        Net assets

        1,627,555

        1,719,200

        1,739,890

        1,882,947

        On April 1, 2023, the Company performed a 5-for-1 stock split of common shares. "Net income per share" was calculated assuming that the stock split were performed at the beginning of FY2022.

      2. The Company (Millions of yen)

        Item

        FY 2022

        (54th term)

        FY 2023

        (55th term)

        FY 2024

        (56th term)

        FY 2025

        (57th term)

        Net sales

        635,002

        474,794

        485,284

        568,830

        Ordinary income

        231,896

        129,018

        154,927

        200,431

        Net income

        190,643

        103,284

        127,403

        160,479

        Net income per share (Yen)

        199.54

        108.77

        135.82

        171.97

        Total assets

        1,369,957

        1,321,895

        1,323,430

        1,414,765

        Net assets

        1,218,677

        1,208,679

        1,196,541

        1,276,050

        On April 1, 2023, the Company performed a 5-for-1 stock split of common shares. "Net income per share" was calculated assuming that the stock split were performed at the beginning of FY2022.

    6. ‌Principal Businesses (As of March 31, 2026)

      The principal businesses of the FANUC Group are the development, manufacture, sale, and maintenance service of the products described in the following table:

      Division

      Main products

      FA Division

      CNC systems (CNC and servo motors), Lasers

      ROBOT Division

      Robots (including robot systems)

      ROBOMACHINE Division

      ROBODRILL (compact machining center), ROBOSHOT (electric injection molding machine), ROBOCUT (wire electrical-discharge machine)

      In addition to the above, we also engaged in business related to the FIELD system, an open IoT platform for manufacturing sites.

    7. Principal Sites (As of March 31, 2026)

      Head office

      Oshino-mura, Minamitsuru-gun, Yamanashi Prefecture

      Research and Development

      Oshino-mura and Yamanakako-mura, Minamitsuru-gun, Yamanashi Prefecture

      Branches

      Hino Branch (Hino City), Nagoya Branch (Komaki City), Osaka Branch (Osaka City), Hokkaido Branch (Ebetsu City), Tohoku Branch (Sendai City), Tsukuba Branch (Tsukuba City), Maebashi Branch (Maebashi City), Echigo Branch (Mitsuke City), Hakusan Branch (Hakusan City), Chugoku Branch (Okayama City), Hiroshima Branch (Hiroshima City), Kyushu Branch (Kikuyo-machi, Kikuchi-gun, Kumamoto Prefecture)

      Factories

      Headquarters Factory (Oshino-mura and Yamanakako-mura, Minamitsuru-gun, Yamanashi Prefecture), Mibu Factory (Mibu-machi, Shimotsuga-gun, Tochigi Prefecture), Tsukuba Factory (Chikusei City), Hayato Factory (Kirishima City)

      Training

      FANUC ACADEMY (Oshino-mura, Minamitsuru-gun, Yamanashi Prefecture)

    8. Employees (As of March 31, 2026)

      Number of employees

      The Company 4,842 The FANUC Group 10,040

    9. Principal Subsidiaries and Affiliated Companies (As of March 31, 2026)
      1. Principal Subsidiaries

        Company name

        Capital stock

        Percentage of equity

        participation (%)

        Principal businesses

        FANUC America Corporation

        US$ 157,300

        thousand

        100

        Development, manufacture, sale and maintenance services of robots and robot systems as well as sale and maintenance services of CNC systems, lasers and ROBODRILL

        FANUC Europe Corporation

        € 110,961

        thousand

        100

        Sale and maintenance services of CNC systems, lasers, robots, ROBODRILL, ROBOSHOT and ROBOCUT as well as manufacture, sale and maintenance services of robot systems

        KOREA FANUC CORPORATION

        ₩ 32,364 million

        95

        Sale and maintenance services of CNC systems, lasers, robots, ROBODRILL, ROBOSHOT and ROBOCUT as well as manufacture, sale and maintenance services of robot systems

        TAIWAN FANUC CORPORATION

        NT$ 1,448 million

        100

        Knock-down manufacture, sale and maintenance services of CNC systems, sale and maintenance services of lasers and robots, as well as manufacture, sale and maintenance services of robot systems

        FANUC INDIA PRIVATE LIMITED

        ₹ 290 million

        100

        Sale and maintenance services of CNC systems, lasers, robots, ROBODRILL, ROBOSHOT and ROBOCUT, as well as manufacture, sale and maintenance services of robot systems

        SHANGHAI-FANUC

        Robomachine CO., LTD.

        US$ 21,000

        thousand

        51

        Sale and maintenance services of ROBODRILL, ROBOSHOT and ROBOCUT

        FANUC PERTRONICS LTD

        ¥327 million

        100

        Manufacture of parts of CNC systems, lasers, robots, ROBODRILL, ROBOSHOT and ROBOCUT

        FANUC SERVO LTD

        ¥450 million

        100

        Manufacture of servo motors

      2. Principal Affiliated Companies

    Company name

    Capital stock

    Percentage of equity

    participation (%)

    Principal businesses

    BEIJING-FANUC

    Mechatronics CO., LTD.

    US$ 11,300

    thousand

    50

    Knock-down manufacture, sale and maintenance services of CNC systems as well as sale and maintenance services of lasers

    SHANGHAI-FANUC

    Robotics CO., LTD.

    US$ 12,000

    thousand

    50

    Sale and maintenance services of robots, as well as manufacture, sale and maintenance services of robot systems

  2. Matters Concerning the Shares of the Company (As of March 31, 2026)
    1. Total number of shares authorized to be issued by the Company: 2,000,000,000 shares
    2. Total number of issued shares: 982,383,493 shares
    3. Number of shareholders: 130,034
    4. The ten largest shareholders:

      Name

      Number of shares (In thousands)

      Percentage of equity participation

      (%)

      The Master Trust Bank of Japan, Ltd. (Trust Account)

      218,493

      23.4%

      Custody Bank of Japan, Ltd. (Trust Account)

      96,283

      10.3%

      Citibank, N.A. - NY, as Depositary Bank for Depositary Shareholders

      27,713

      3.0%

      State Street Bank and Trust Company 505001

      21,023

      2.3%

      JPMorgan Chase Bank 380055

      19,147

      2.1%

      JPMorgan Chase Bank 385781

      15,806

      1.7%

      BNYM AS AGT/CLTS NON-TREATY JASDEC

      14,417

      1.5%

      BNYM AS AGT/CLTS 10 PERCENT

      13,008

      1.4%

      The Bank of New York Mellon 140040

      12,254

      1.3%

      HSBC Hong Kong - Treasury Services A/C Asian Equities Derivatives

      11,795

      1.3%

      Note: The percentages of equity participation are calculated after subtracting the number of treasury shares (49,225 thousand shares) from the total number of issued shares.

    5. ‌Status of shares allotted to the Company's directors as consideration for the execution of duties during the fiscal year:

    Classification

    Number of shares

    Number of recipients

    Directors (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors)

    12,190 shares

    3

  3. ‌Directors of the Company
  1. Names of Directors, etc. (As of March 31, 2026)

    Position

    Name

    Responsibilities

    or significant concurrent posts of other entities

    Representative Director, President and CEO

    Kenji Yamaguchi

    Director,

    Senior Managing Officer and CFO

    Ryuji Sasuga

    General Manager, Corporate Finance & Facility Planning Division Manager, Secretary Department

    Director

    Michael J. Cicco

    President and CEO, FANUC America Corporation

    Director

    Naoko Yamazaki

    General Manager of Vast Japan GK

    Representative Director of Space Port Japan Association President of Young Astronauts Club - Japan

    Director

    Hiroto Uozumi

    Director

    Yoko Takeda

    Senior Research Fellow of Mitsubishi Research Institute, Inc.

    Director (Standing Audit and Supervisory Committee Member)

    Toshiya Okada

    Director (Audit and Supervisory Committee Member)

    Hidetoshi Yokoi

    Professor Emeritus of the University of Tokyo

    Director (Audit and Supervisory Committee Member)

    Mieko Tomita

    Representative of Nishi & Partners Attorneys and Counselors at Law

    Director (Audit and Supervisory Committee Member)

    Shigeo Igashima

    Representative of Igashima C.P.A. Office

    Representative of Igashima Shigeo Tax Accountant Office

    Notes: 1. Directors Naoko Yamazaki, Hiroto Uozumi, Yoko Takeda, Hidetoshi Yokoi, Mieko Tomita and Shigeo Igashima are Outside Directors.

    1. Director Toshiya Okada is a Standing Audit and Supervisory Committee Member. The reason for selecting a Standing Audit and Supervisory Committee Member is to enhance the effectiveness of audits through the strengthening of information collection abilities, including attendance at important meetings.

    2. Director (Audit and Supervisory Committee Member) Shigeo Igashima is a certified public accountant and tax accountant and possesses commensurate knowledge regarding finances and accounting.

    3. Other significant concurrent posts:

      Outside Director Yoko Takeda is also an Outside Director of Ricoh Company, Ltd.

      Outside Director (Audit and Supervisory Committee Member) Mieko Tomita is also an Outside Director (Audit & Supervisory Committee Member) of Nisshin Seifun Group Inc., Outside Director of TEKKEN CORPORATION, and Outside Auditor of TEPCO Power Grid, Incorporated.

      Outside Director (Audit and Supervisory Committee Member) Shigeo Igashima is also an Outside Director (Standing Audit & Supervisory Committee Member) of AXELL CORPORATION.

      None of the companies in which the Outside Directors concurrently hold posts have special relations with the company.

    4. The Company has named the six Outside Directors Naoko Yamazaki, Hiroto Uozumi, Yoko Takeda, Hidetoshi Yokoi, Mieko Tomita and Shigeo Igashima as Independent Directors as defined by the Tokyo Stock Exchange and has duly notified the Tokyo Stock Exchange.

  2. ‌Outline of the Directors and Officers Liability Insurance Contract

    The Company has concluded a directors and officers liability insurance contract provided for in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The insurance contract covers any damages, etc. that may arise due to insured Directors, etc. assuming liability for the execution of their duties or receiving a claim for the pursuit of such liability.

    The insured under the directors and officers liability insurance contract are shown below. The insurance premiums are fully paid by the Company for all insured parties.

    Insured: (1) Directors, managing officers, officers, and manager of finance & accounting department of the Company

    1. Directors, managing officers, officers, and manager of finance & accounting department of the Company's domestic subsidiaries

    2. The Company

    3. The Company's domestic subsidiaries

  3. ‌Remuneration, etc., payable to the Directors in the fiscal year under review
    1. Matters concerning the policy for determination of Directors' individual remuneration

      1. Method for deciding the determination policy

        The determination policy is decided by resolution of the Board of Directors.

      2. Outline of the content of the determination policy

        The Company has established a policy for determining Directors' (excluding Directors who are Audit and Supervisory Committee Members. Same applies for this paragraph) individual remuneration, the outline of which is as follows. (resolved at the Company's Board of Directors meeting on June 27, 2025)

        • Fixed remuneration is determined according to the position of each Director.

        • Performance-linked remuneration shall, in principle, be linked to net income attributable to owners of parent, as is the case with shareholder returns. Of the amount of performance-linked remuneration, 80% is determined by taking into account financial indicators such as profit margins and ROE, while the remaining 20% is paid based on evaluation standards for non-financial indicators, namely "Employee Engagement," "External ESG Evaluation Score," and "GHG Emission Reduction."

        • Regarding stock compensation, remuneration for restricted stock will be paid while comprehensively taking into account various aspects such as contributions made by Directors.

        • Remuneration for Directors is composed of fixed remuneration, performance-linked remuneration and stock compensation, and payment ratios are set after comprehensively considering position, duties, performance and other factors.

        • Remuneration for Outside Directors is only fixed remuneration.

      3. Reasons why the Board of Directors has decided that the content of individual remuneration, etc. for Directors for the fiscal year under review be in line with the determination policy

        The specific content of individual remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members) is decided by the Board of Directors in accordance with the above determination policy. In addition, when making decisions at the Board of Directors meetings, the results of consultations with the Nomination and Remuneration Committee are taken into account.

    2. Matters concerning resolutions of the General Meeting of Shareholders regarding the remuneration, etc. of Directors The upper limit for (i) fixed remuneration and (ii) performance-linked remuneration for Directors (excluding Directors who are Audit and Supervisory Committee members) was set as the total of the following amounts by resolution of the 52nd Ordinary General Meeting of Shareholders of June 24, 2021. In addition, (iii) stock compensation will be paid to Directors, excluding Outside Directors, separately from (i) and (ii).

      1. Fixed remuneration: The ceiling annual amount of ¥800 million (including ceiling amount of ¥100 million for Outside Directors)

      2. Performance-linked remuneration: The ceiling amount, which is set at 0.7% of net income attributable to owners of parent for the fiscal year prior to the General Meeting of Shareholders at which they are appointed or reappointed (provided, however, it shall not exceed a three-year amount of fixed remuneration)

      3. Stock compensation: The annual ceiling amount for the total amount of monetary compensation claims paid as remuneration for restricted stock is ¥350 million. The upper limit of the total number of shares of restricted stock to be allotted in each fiscal year is no more than 28,000

      However, on or after the date of approval by the 52nd Ordinary General Meeting of Shareholders held on June 24, 2021, this total number of shares of Restricted Stock may be adjusted within reasonable limits if a stock split (including an allotment of the Company's common stock without consideration) or a reverse stock split of the Company's common stock takes place, or if other similar circumstances arise in which adjustments become necessary to the total number of shares of the Company's Restricted Stock to be allotted.

      Note: On April 1, 2023, the Company performed a 5-for-1 stock split of common shares. The upper limit of the total number of shares of restricted stock to be allotted in each fiscal year is therefore no more than 140,000.

      The number of Directors (excluding Directors who are Audit and Supervisory Committee Members) at the conclusion of that Ordinary General Meeting of Shareholders was six, and, excluding Outside Directors, it was three.

      The upper limit of the total annual remuneration, etc. for Directors who are Audit and Supervisory Committee Members was set at ¥200 million by resolution of the 52nd Ordinary General Meeting of Shareholders of June 24, 2021.

      The number of Directors who are Audit and Supervisory Committee Members at the conclusion of that Ordinary General Meeting of Shareholders was five.

    3. Total amounts, etc. of Directors' remuneration, etc.

    Category

    Total amount of remuneration, etc. (million yen)

    Total amount by remuneration type

    (million yen)

    Number of eligible officers

    Fixed remuneration

    Performance-linked remuneration, etc.

    Non-monetary remuneration, etc.

    Directors (excluding Directors who are Audit and Supervisory Committee Members)

    (of which, Outside Directors)

    792

    (57)

    303

    (57)

    435 (-)

    54 (-)

    7

    (3)

    Directors who are Audit and Supervisory Committee Members

    (of which, Outside Directors)

    105

    (57)

    105

    (57)

    -

    -

    4

    (3)

    Notes: 1. Directors (excluding Directors who are Audit and Supervisory Committee Members) are paid bonuses as performance-linked remuneration.

    The performance indicator selected as the basis for calculation of amounts of performance-linked remuneration is net income attributable to owners of parent. This performance indicator was chosen so that Directors (excluding Directors who are Audit and Supervisory Committee Members) could share with shareholders the benefits of upturns in performance and the risks of downturns in performance. Position, duties and other factors are comprehensively considered in the calculation of the amounts of performance-linked remuneration.

    Trends in net income, including for the fiscal year under review, are as shown in "1. (5) Assets and Profits."

    1. Stock compensation is allotted to Directors (excluding Directors who are Audit and Supervisory Committee Members) as non-monetary remuneration, etc.

      The details about stock compensation and the status of allotment are as described in "1) Matters concerning the policy for determination of Directors' individual remuneration," "2) Matters concerning resolutions of the General Meeting of Shareholders regarding the remuneration, etc. of Directors," and "2. Matters Concerning the Shares of the Company."

    2. The number of eligible officers, above, includes one Director who retired at the conclusion of the 56th Ordinary General Meeting of Shareholders held on June 27, 2025.

  4. ‌Matters concerning Outside Directors

Major activities

Name

Major activities

Naoko Yamazaki

She attended all of 12 meetings of the Board of Directors. She possesses wide experience and knowledge obtained as an engineer and astronaut, and the Company expects her to serve a supervisory function from those perspectives. She fulfilled an appropriate role as an Outside Director of the Company, including supervising and providing advice about the execution of the Company's business, such as speaking out whenever necessary from those perspectives in meetings of the Board of Directors. She also attended the Nomination and Remuneration Committee as Chair and led discussions.

Hiroto Uozumi

He attended all of 12 meetings of the Board of Directors. He possesses wide experience and knowledge obtained as a long-serving corporate executive, and the Company expects him to serve a supervisory function from those perspectives. He fulfilled an appropriate role as an Outside Director of the Company, including supervising and providing advice about the execution of the Company's business, such as leading discussions at meetings of the Board of Directors as Chair. He also attended the Nomination and Remuneration Committee as a Committee Member and expressed his opinions whenever necessary.

Yoko Takeda

She attended all of 12 meetings of the Board of Directors. She possesses wide experience and knowledge of finance and economics, and the Company expects her to serve a supervisory function from those perspectives. She fulfilled an appropriate role as an Outside Director of the Company, including supervising and providing advice about the execution of the Company's business, such as speaking out whenever necessary from those perspectives in meetings of the Board of Directors. She also attended the Nomination and Remuneration Committee as a Committee Member and expressed her opinions whenever necessary.

Hidetoshi Yokoi

He attended all 12 meetings of the Board of Directors and all 14 meetings of the Audit and Supervisory Committee. He possesses wide experience and knowledge obtained as a university professor, and the Company expects him to serve a supervisory function from those perspectives. He fulfilled an appropriate role as an Outside Director of the Company, including supervising and providing advice about the execution of the Company's business, such as speaking out whenever necessary from those perspectives in meetings of

the Board of Directors and leading discussions at meetings of the Audit and Supervisory Committee as Chair.

Mieko Tomita

She attended all 12 meetings of the Board of Directors and all 14 meetings of the Audit and Supervisory Committee. She possesses wide experience and knowledge obtained as a lawyer, and the Company expects her to serve a supervisory function from those perspectives. She fulfilled an appropriate role as an Outside Director of the Company, including supervising and providing advice about the execution of the Company's business, such as speaking out whenever necessary from those perspectives in meetings of the Board of Directors and the Audit and Supervisory Committee. She also attended the Nomination and Remuneration Committee as a Committee Member and expressed her opinions whenever necessary.

Shigeo Igashima

He attended all 12 meetings of the Board of Directors and all 14 meetings of the Audit and Supervisory Committee. He possesses wide experience and knowledge as a certified public accountant and tax accountant, and the Company expects him to serve a supervisory function from those perspectives. He fulfilled an appropriate role as an Outside Director of the Company, including supervising and providing advice about the execution of the Company's business, such as speaking out whenever necessary from those perspectives in meetings of the Board of Directors and the Audit and Supervisory Committee.

Consolidated Balance Sheet

(As of March 31, 2026)

(Millions of yen)

Titles of Account

Amount

Titles of Account

Amount

(Total Assets)

Current assets

Cash and bank deposits Notes receivable, trade Electronically recorded monetary claims - operating Accounts receivable, trade Marketable securities Finished goods

Work in process

Raw materials and supplies Other

Allowance for doubtful accounts

Noncurrent assets

Property, plant and equipment, at cost

Buildings

Machinery and equipment Land

Construction in progress Other

Intangible assets Investments and other assets

Investment securities Deferred income taxes Net defined benefit asset Others

Allowance for doubtful accounts

2,090,700

(Liabilities)

207,753

1,237,026

Current liabilities

179,457

718,071

Notes and accounts payable, trade

46,262

5,631

Accrued income taxes

25,694

16,211

Warranty reserves

8,870

Other current liabilities

98,631

148,933

Long-term liabilities

28,296

35,800

Net defined benefit liability

20,191

128,770

Other long-term liabilities

8,105

78,986

84,430

22,428

(2,234)

853,674

591,416

(Net assets)

1,882,947

Shareholders' equity

1,648,657

338,990

Common stock

69,014

46,010

Capital surplus

95,995

165,049

Retained earnings

1,621,450

21,959

Treasury stock, at cost

(137,802)

19,408

Accumulated other comprehensive

216,214

8,542

income

253,716

Valuation difference on

28,817

223,287

available-for-sale securities

28,425

Foreign currency translation adjustment

173,487

1,310

Remeasurements of defined benefit

13,910

742

plans

(48)

Non-controlling interests

18,076

Total

2,090,700

Total

2,090,700

Consolidated Statement of Income

(April 1, 2025 through March 31, 2026)

(Millions of yen)

Titles of Account

Amount

Net sales

857,831

Cost of goods sold

529,365

Gross profit

328,466

Selling, general and administrative expenses

144,703

Operating income

183,763

Non-operating income

47,548

Interest and dividends income

10,907

Miscellaneous income

36,641

Non-operating expenses

3,826

Miscellaneous expenses

3,826

Ordinary income

227,485

Income before income taxes

227,485

Total taxes and others

58,088

Income taxes - current

51,959

Income taxes - deferred

6,129

Net income

169,397

Net income attributable to non-controlling interests

2,854

Net income attributable to owners of parent

166,543

Non-Consolidated Balance Sheet

(As of March 31, 2026)

(Millions of yen)

Titles of Account

Amount

Titles of Account

Amount

(Total Assets)

1,414,765

(Liabilities)

Current liabilities Accounts payable Accrued expenses Accrued charge Accrued income taxes Warranty reserves Other current liabilities

Long-term liabilities

Allowance for employees' retirement benefits Other long-term liabilities

(Net assets) Shareholders' equity

Common stock Capital surplus

Legal capital surplus Retained earnings

Legal retained earnings Other retained earnings

Reserve for research and development Reserve for reduction entry

General reserve

Retained earnings brought forward Treasury stock, at cost

Valuation and translation adjustment Net unrealized holding gain on other securities

138,715

Current assets

760,586

94,021

Cash and bank deposits

453,350

35,166

Notes receivable, trade

820

10,004

Electronically recorded

13,320

15,355

monetary claims - operating

24,412

Accounts receivable, trade

77,732

4,837

Marketable securities

35,000

4,247

Finished goods

23,067

44,694

Work in progress

68,479

42,607

Raw materials and supplies

78,594

2,087

Other

10,515

Allowance for doubtful accounts

(291)

Noncurrent assets

654,179

1,276,050

Property, plant and equipment, at

457,146

1,247,981

cost

69,014

Buildings

246,056

96,057

Machinery and equipment

38,208

96,057

Land

136,795

1,220,712

Construction in progress

18,655

8,252

Other

17,432

1,212,460

Intangible assets

5,051

311,800

Investments and other assets

191,982

26

Investment securities

52,514

303,580

Stocks of subsidiaries and affiliates

109,869

597,054

Deferred income taxes

29,089

(137,802)

Others

513

28,069

28,069

Allowance for doubtful accounts

(3)

Total

1,414,765

Total

1,414,765

Non-Consolidated Statement of Income

(April 1, 2025 through March 31, 2026)

(Millions of yen)

Titles of Account

Amount

Net sales

568,830

Cost of goods sold

388,794

Gross profit

180,036

Selling, general and administrative expenses

58,552

Operating income

121,484

Non-operating income

80,941

Interest and dividends income

76,226

Miscellaneous income

4,715

Non-operating expenses

1,994

Miscellaneous expenses

1,994

Ordinary income

200,431

Income before income taxes

200,431

Total taxes and others

39,952

Income taxes - current

39,465

Income taxes - deferred

487

Net income

160,479

‌Accounting Auditors' Report Related to the Consolidated Financial Statements (Translation) ‌REPORT OF INDEPENDENT AUDITORS

May 19, 2026

The Board of Directors FANUC CORPORATION

Opinion

Pursuant to Article 444, Paragraph 4 of the Companies Act of Japan, we have audited the accompanying consolidated financial statements, which comprise the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in net assets and the notes to the consolidated financial statements of FANUC CORPORATION (the "Company") for the fiscal year from April 1, 2025 through March 31, 2026.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position and results of operations of the corporate group, which consists of the Company and its consolidated subsidiaries, for the period covered by the consolidated financial statements in conformity with accounting principles generally accepted in Japan.

Basis for the Opinion

We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility under the auditing standards is stated in "Auditor's Responsibility for the Audit of the Consolidated Financial Statements." We are independent of the Company and its consolidated subsidiaries in accordance with the provisions related to professional ethics in Japan (including the provisions applicable to the audit of financial statements of entities with significant social impact), and are fulfilling other ethical responsibilities as an auditor. We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.

Other Content

Other content is the business report and its supplementary schedules. Management is responsible for the preparation and disclosure of this content. In addition, the Audit and Supervisory Committee is responsible for monitoring the execution of Directors' duties related to designing and operating of the reporting process for other content.

Other content is not included in the content subject to our audit opinion on consolidated financial statements, and we do not express an opinion on other content.

Our responsibility in auditing the consolidated financial statements is to read through the other content, and in the process of reading, consider whether there are any significant differences between the other content and the consolidated financial statements or our knowledge gained through the process of auditing. In addition to noticing significant differences, it is also our responsibility to pay attention to whether there are any signs of significant errors in the other content.

If we judge there to be a significant error in the other content based on the work we conducted, we are required to report it.

There are no matters to be reported concerning the other content.

Responsibilities of Management and the Audit and Supervisory Committee for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in Japan, and for designing and operating such internal control as management determines is necessary to enable the preparation and fair presentation of the consolidated

financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing whether it is appropriate to prepare the consolidated financial statements in accordance with the premise of a going concern, and for disclosing matters relating to going concern when it is required to do so in accordance with accounting principles generally accepted in Japan.

The Audit and Supervisory Committee is responsible for monitoring the execution of Directors' duties related to designing and operating the financial reporting process.

Auditor's Responsibility for the Audit of the Consolidated Financial Statements

Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to express an opinion on the consolidated financial statements from an independent standpoint in an audit report, based on our audit. Misstatements can occur as a result of fraud or error, and are deemed material if they can be reasonably expected to, either individually or collectively, influence the decisions of users taken on the basis of the consolidated financial statements.

We make professional judgment in the audit process in accordance with auditing standards generally accepted in Japan, and perform the following while maintaining professional skepticism.

  • Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement audit procedures to address the risks of material misstatement. The audit procedures shall be selected and applied as determined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained to provide a basis for the audit opinion.

  • In making those risk assessments, the auditor considers internal control relevant to the entity's audit in order to design audit procedures that are appropriate in the circumstances, although the purpose of the audit of the consolidated financial statements is not to express an opinion on the effectiveness of the entity's internal control.

  • Assess the appropriateness of accounting policies adopted by management and the method of their application, as well as the reasonableness of accounting estimates made by management and the adequacy of related notes.

  • Determine whether it is appropriate for management to prepare the consolidated financial statements on the premise of a going concern and, based on the audit evidence obtained, determine whether there is a significant uncertainty in regard to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern. If there is a significant uncertainty concerning the premise of a going concern, the auditor is required to call attention to the notes to the consolidated financial statements in the audit report, or if the notes to the consolidated financial statements pertaining to the significant uncertainty are inappropriate, issue a modified opinion on the consolidated financial statements. While the conclusions of the auditor are based on the audit evidence obtained up to the date of the audit report, depending on future events or conditions, an entity may be unable to continue as a going concern.

  • Besides assessing whether the presentation of and notes to the consolidated financial statements are in accordance with accounting principles generally accepted in Japan, assess the presentation, structure, and content of the consolidated financial statements including related notes, and whether the consolidated financial statements fairly present the transactions and accounting events on which they are based.

  • Plan and implement an audit of the consolidated financial statements to obtain sufficient and appropriate audit evidence regarding the financial information of the Company and its consolidated subsidiaries to form the basis for expressing an opinion on the consolidated financial statements. The auditor is responsible for instructing, supervising, and reviewing the audit of the consolidated financial statements, and is solely responsible for the audit opinion.

    The auditor reports to the Audit and Supervisory Committee regarding the scope and timing of implementation of the planned audit, material audit findings including material weaknesses in internal control identified in the course of the audit, and other matters required under the auditing standards.

    The auditor reports to the Audit and Supervisory Committee regarding the observance of provisions related to professional ethics in Japan as well as matters that are reasonably considered to have an impact on the auditor's independence and any measures in place to eliminate obstacles or safeguards applied to reduce them to an acceptable level.

    Interest

    Our firm and engagement partners have no interests in the Company or its consolidated subsidiaries requiring disclosure under the provisions of the Certified Public Accountants Act of Japan.

    Ernst & Young ShinNihon LLC Tokyo office

    Junichiro Tsuruta

    Designated Limited Liability Partner Engagement Partner

    Certified Public Accountant

    Masakuni Noguchi

    Designated Limited Liability Partner Engagement Partner

    Certified Public Accountant

    ‌Accounting Auditors' Report Related to the Non-Consolidated Financial Statements (Translation) ‌REPORT OF INDEPENDENT AUDITORS

    May 19, 2026

    The Board of Directors FANUC CORPORATION

    Opinion

    Pursuant to Article 436, Paragraph 2, Item 1 of the Companies Act of Japan, we have audited the accompanying financial statements, which comprise the balance sheet, the statement of income, the statement of changes in net assets and the related notes, and the accompanying supplementary schedules of FANUC CORPORATION (the "Company") for the 57th fiscal year from April 1, 2025 through March 31, 2026.

    In our opinion, the financial statements and the accompanying supplementary schedules referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2026, and the results of its operations for the year then ended in conformity with accounting principles generally accepted in Japan.

    Basis for the Opinion

    We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility under the auditing standards is stated in "Auditor's Responsibility for the Audit of the Financial Statements and the Accompanying Supplementary Schedules." We are independent of the Company in accordance with the provisions related to professional ethics in Japan (including the provisions applicable to the audit of financial statements of entities with significant social impact), and are fulfilling other ethical responsibilities as an auditor. We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.

    Other Content

    Other content is the business report and its supplementary schedules. Management is responsible for the preparation and disclosure of this content. In addition, the Audit and Supervisory Committee is responsible for monitoring the execution of Directors' duties related to designing and operating of the reporting process for other content.

    Other content is not included in the content subject to our audit opinion on the financial statements and the accompanying supplementary schedules, and we do not express an opinion on other content.

    Our responsibility in auditing the financial statements and the accompanying supplementary schedules is to read through the other content, and in the process of reading, consider whether there are any significant differences between the other content and the financial statements and the accompanying supplementary schedules or our knowledge gained through the process of auditing. In addition to noticing significant differences, it is also our responsibility to pay attention to whether there are any signs of significant errors in the other content.

    If we judge there to be a significant error in the other content based on the work we conducted, we are required to report it.

    There are no matters to be reported concerning the other content.

    Responsibilities of Management and the Audit and Supervisory Committee for the Financial Statements and the Accompanying Supplementary Schedules

    Management is responsible for the preparation and fair presentation of the financial statements and the accompanying supplementary schedules in accordance with accounting principles generally accepted in Japan, and for designing and operating such internal control as management determines is necessary to enable the preparation and fair presentation of the financial statements and the accompanying supplementary schedules that are free from material misstatement, whether due to fraud or error.

    In preparing the financial statements and the accompanying supplementary schedules, management is responsible for assessing whether it is appropriate to prepare the financial statements and the accompanying supplementary schedules in accordance with the premise of a going concern, and for disclosing matters relating to going concern when it is required to do so in accordance with accounting principles generally accepted in Japan.

    The Audit and Supervisory Committee is responsible for monitoring the execution of Directors' duties related to designing and operating the financial reporting process.

    Auditor's Responsibility for the Audit of the Financial Statements and the Accompanying Supplementary Schedules

    Our responsibility is to obtain reasonable assurance about whether the financial statements and the accompanying supplementary schedules as a whole are free from material misstatement, whether due to fraud or error, and to express an opinion on the financial statements and the accompanying supplementary schedules from an independent

    standpoint in an audit report, based on our audit. Misstatements can occur as a result of fraud or error, and are deemed material if they can be reasonably expected to, either individually or collectively, influence the decisions of users taken on the basis of the financial statements and the accompanying supplementary schedules.

    We make professional judgment in the audit process in accordance with auditing standards generally accepted in Japan, and perform the following while maintaining professional skepticism.

  • Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement audit procedures to address the risks of material misstatement. The audit procedures shall be selected and applied as determined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained to provide a basis for the audit opinion.

  • In making those risk assessments, the auditor considers internal control relevant to the entity's audit in order to design audit procedures that are appropriate in the circumstances, although the purpose of the audit of the financial statements and the accompanying supplementary schedules is not to express an opinion on the effectiveness of the entity's internal control.

  • Assess the appropriateness of accounting policies adopted by management and the method of their application, as well as the reasonableness of accounting estimates made by management and the adequacy of related notes.

  • Determine whether it is appropriate for management to prepare the financial statements and the accompanying supplementary schedules on the premise of a going concern and, based on the audit evidence obtained, determine whether there is a significant uncertainty in regard to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern. If there is a significant uncertainty concerning the premise of a going concern, the auditor is required to call attention to the notes to the financial statements and the accompanying supplementary schedules in the audit report, or if the notes to the financial statements and the accompanying supplementary schedules pertaining to the significant uncertainty are inappropriate, issue a modified opinion on the financial statements and the accompanying supplementary schedules. While the conclusions of the auditor are based on the audit evidence obtained up to the date of the audit report, depending on future events or conditions, an entity may be unable to continue as a going concern.

  • Besides assessing whether the presentation of and notes to the financial statements and the accompanying supplementary schedules are in accordance with accounting principles generally accepted in Japan, assess the presentation, structure, and content of the financial statements and the accompanying supplementary schedules including related notes, and whether the financial statements and the accompanying supplementary schedules fairly present the transactions and accounting events on which they are based.

The auditor reports to Audit and Supervisory Committee regarding the scope and timing of implementation of the planned audit, material audit findings including material weaknesses in internal control identified in the course of the audit, and other matters required under the auditing standards.

The auditor reports to the Audit and Supervisory Committee regarding the observance of provisions related to professional ethics in Japan as well as matters that are reasonably considered to have an impact on the auditor's independence and any measures in place to eliminate obstacles or safeguards applied to reduce them to an acceptable level.

Interest

Our firm and engagement partners have no interests in the Company requiring disclosure under the provisions of the Certified Public Accountants Act of Japan.

Ernst & Young ShinNihon LLC Tokyo office

Junichiro Tsuruta

Designated Limited Liability Partner Engagement Partner

Certified Public Accountant

Masakuni Noguchi

Designated Limited Liability Partner Engagement Partner

Certified Public Accountant

‌Audit Report of the Audit and Supervisory Committee (Translation)

‌AUDIT REPORT

We, the Audit and Supervisory Committee, audited the performance by the Directors of their duties during the 57th fiscal year from April 1, 2025 to March 31, 2026. We hereby report the method and results as follows:

  1. Method of Audit and the Particulars thereof:

    The Audit and Supervisory Committee established an audit policy, received regular reports from the Directors and employees, etc., sought explanations as necessary, expressed opinions on the details of the resolutions of the Board of Directors regarding matters listed in Article 399-13, Paragraph 1, Item 1 (b) and (c) of the Companies Act and on the development and operation of the systems developed pursuant to those resolutions (internal control systems), and conducted audits in accordance with the following methods.

    1. In accordance with the audit and supervisory standards set forth by the Audit and Supervisory Committee, the audit policy, audit plans, etc. and in cooperation with the Company's Internal Audit Department and other divisions in charge of internal control while utilizing means via telephone lines and the Internet, each Audit and Supervisory Committee Member attended important meetings, received from the Directors and employees, etc. reports on the state of performance of their duties, sought explanations as necessary, inspected important decision documents, etc., and made investigation into the state of the Company's activities and property. With regard to its subsidiaries, we maintained constant communication, and exchanged information with the directors, company auditors, etc. thereof, requested the subsidiaries to render reports on their business operations, and made investigation into the state of the activities and property of subsidiaries as necessary.

    2. We also monitored and verified whether the Accounting Auditors had maintained an independent position and conducted adequate audits, received from the Accounting Auditors reports on the state of performance of their duties, and requested explanations as necessary. In addition, we received from the Accounting Auditors a notice that the "systems to secure adequate performance of duties" (as listed in the items of Article 131 of the Ordinance for Corporate Accounting) had been established in accordance with the "Standard for Quality Control Concerning Audits" (the Business Accounting Council), and requested explanations as necessary. Moreover, we discussed the main matters to be considered in audits with the Accounting Auditors, received reports on the implementation status of such audits, and sought explanations as necessary.

      In accordance with such methods, we investigated the business report and its supplementary schedules, non-consolidated financial statements (the non-consolidated balance sheet, the non-consolidated statement of income, the non-consolidated statement of changes in shareholders' equity, etc. and the notes to non-consolidated financial statements) and the supplementary financial schedules, as well as the consolidated financial statements (the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in shareholders' equity, etc. and the notes to consolidated financial statements), for the fiscal year under review.

  2. Results of Audit:

  1. Results of audit of the business report, etc.: We are of the opinion:

    1. That the business report and its supplementary schedules fairly present the state of the Company in accordance with laws and ordinances and the Articles of Incorporation;

    2. That in connection with the performance by the Directors of their duties, no dishonest act or material fact of violation of laws and ordinances and the Articles of Incorporation exists; and

    3. That the details of the resolutions of the Board of Directors on internal control systems are proper and that the contents of business report and performance by the Directors of their duties concerning such internal control systems, contains nothing to be pointed out.

  2. Results of audit of the non-consolidated financial statements and the supplementary financial schedules:

    We are of the opinion that the method and results of the audit made by the Accounting Auditors, Ernst & Young ShinNihon LLC, are proper.

  3. Results of audit of the consolidated financial statements:

We are of the opinion that the method and results of the audit made by the Accounting Auditors, Ernst & Young ShinNihon LLC, are proper.

May 19, 2026

Audit and Supervisory Committee

FANUC CORPORATION

Hidetoshi Yokoi (Seal) Audit and Supervisory Committee Member

Mieko Tomita

(Seal)

Audit and Supervisory Committee Member

Shigeo Igashima

(Seal)

Audit and Supervisory Committee Member

Toshiya Okada

(Seal)

Standing Audit and Supervisory Committee Member

(Note) Audit and Supervisory Committee Members Hidetoshi Yokoi, Mieko Tomita and Shigeo Igashima are Outside Directors as stipulated in Article 2, Item 15 and Article 331, Paragraph 6 of the Companies Act.

- END -

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