BANDAI NAMCO
Holdings Inc.
Notice of the Tenth Ordinary General Meeting of Shareholders
to be held on June 22, 2015
An English translation of the original notice in Japanese

DISCLAIMER
The following is an English translation of the Japanese original “Notice of the Tenth Ordinary General
Meeting of Shareholders of BANDAI NAMCO Holdings Inc.” which meeting is to be held on June 22, 2015.
The Company provides this translation for your reference and convenience only and does not guarantee its
accuracy or otherwise. In the event of any discrepancies, the Japanese original notice shall prevail.
These documents have been prepared solely in accordance with Japanese law and are offered here for
informational purposes only. In particular, please note that the financial statements included in the following
translation have been prepared in accordance with Japanese GAAP.

1Securities code: 7832
June 1, 2015
4-5-15 Higashi-Shinagawa, Shinagawa-ku, Tokyo
BANDAI NAMCO Holdings Inc.
President and Representative Director
Shukuo Ishikawa
Dear Shareholders,
NOTICE OF THE TENTH ORDINARY GENERAL MEETINGOF SHAREHOLDERS
You are cordially invited to attend the Tenth Ordinary General Meeting of
Shareholders of BANDAI NAMCO Holdings Inc. (“the Company”) to be held as set
forth below.
If you are unable to attend the meeting in person, we ask you to please review theenclosed “Reference Documents for the General Meeting of Shareholders” andexercise your voting rights by either of the methods stated on the next page by 5:30
p.m., Saturday, June 20, 2015.
Meeting Details
1.

Date and Time:

June 22, 2015 (Monday) at 10:00 a.m.

2.

Place:“Hiten,” Grand Prince Hotel New Takanawa
3-13-1 Takanawa, Minato-ku, Tokyo

3.

Purpose of the Meeting:
Matters to be Reported:
1.

Report on the Contents of the Business Reports, the Consolidated Financial
Statements and the Results of the Auditing of the Consolidated Financial
Statements by the Accounting Auditor and the Audit & Supervisory Board for theTenth Fiscal Year (from April 1, 2014 to March 31, 2015)
2. Report on the Contents of the Non-Consolidated Financial Statements for theTenth Fiscal Year (from April 1, 2014 to March 31, 2015)
Matters to be Resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Ten Directors
Proposal No. 4: Revision of Remuneration Amount for Directors
Proposal No. 5: Decision on Remuneration Amount and Details for Directors’ Stock
Options
4.

Information on Exercise of Voting Rights
Please see “Information on Exercise of Voting Rights” on pages 3 to 4 of thisdocument.
2

[Information on Exercise of Voting Rights]
Please exercise your voting rights after reviewing the Reference Documents for the General
Meeting of Shareholders on pages 5 to 24.
You may exercise your voting rights by one of the following three methods.
A: Exercise of Voting Rights via attending the General Meeting of Shareholders:
Please hand in the enclosed Voting Rights Exercise Form at the reception desk at
the place of the shareholders’ meeting.
In addition, please bring this NOTICE OF THE TENTH ORDINARY GENERALMEETING OF SHAREHOLDERS.
B: Exercise of Voting Rights via Postal Mail:
Please indicate, on the enclosed Voting Rights Exercise Form, your approval ordisapproval of each item on the agenda and return the completed form so that it arrivesby 5:30 p.m., Saturday, June 20, 2015.
C: Exercise of Voting Rights via the Internet etc.:
Please access the website designated by the Company for the exercise of voting
rights (http://www.evote.jp/), enter and send your approval or disapproval of each itemon the agenda by 5:30 p.m., Saturday, June 20, 2015.
For details, please see the following page.

If you exercise your voting rights more than once via both postal mail and theInternet etc., then only the vote cast via the Internet etc. shall be deemed valid.
In addition, if you cast your vote via the Internet etc. multiple times, then only thelast vote cast shall be deemed valid. If you cast your vote via the Internet etc. morethan once, using a personal computer, a smartphone and/or a mobile phone, then only
the last vote cast shall be deemed valid.
If you attend the meeting in person, you do not need to follow the procedures forthe exercise of voting rights via postal mail (sending the Voting Rights Exercise Form)or via the Internet etc.
If revisions to the contents of the “Reference Documents for the General Meeting of Shareholders,” the“Business Reports,” the “Non-Consolidated Financial Statements” and the “Consolidated Financial
Statements” are required, the Company shall publish a notification on the Company website at thefollowing URL:
(http://www.bandainamco.co.jp/ir/stock/meeting/index.html).

3

[Information on Exercise of Voting Rights via the Internet etc.]
1. The exercise of voting rights via the Internet etc. is available only by gaining access to theCompany’s designated website for the exercise of voting rights (http://www.evote.jp/) from a PC,
a smartphone, or a mobile phone (i-mode, EZweb or Yahoo! Mobile)*. However, please notethat you cannot exercise your voting rights via the Internet on the designated website between
the hours of 2:00 a.m. and 5:00 a.m.
* “i-mode,” “EZweb” and “Yahoo!” are trademarks or registered trademarks of NTT DOCOMO,
INC., KDDI Corporation, and Yahoo Inc. in the U.S., respectively.
2. Please note that you may not be able to exercise your voting rights via PC or smartphone on thedesignated website for the exercise of voting rights, depending on the Internet settings
configured on your PC or smartphone, such as firewalls, etc. that are in place to regulate yourInternet connections, anti-virus software that has been installed on your PC or smartphone, or
the use of a proxy server.
3. When exercising voting rights via mobile phone, you must use one of the following services:
i-mode, EZweb or Yahoo! Mobile. For security reasons, you cannot vote using mobile handsetsthat cannot send encrypted information (SSL communications) or that cannot send informationof the mobile phone used.
4. Please note that, in order to prevent unauthorized access to the designated website byindividuals other than shareholders (persons impersonating shareholders) and to prevent thealteration of votes, we request that you change your “temporary password” to a permanent
password on the designated website for the exercise of voting rights, when you want to exercise
your voting rights via the Internet.
5. All costs associated with accessing the website for the exercise of voting rights (cost of dial-up
connections, telephone tolls, etc.) are to be borne by the shareholder. Also, when voting via
smartphone or mobile phone, all packet communication fees and other costs incurred in the useof a smartphone or a mobile phone are also to be borne by the shareholder.

For further assistance, regarding the system, etc., please contact:
Transfer Agent Department (Help Desk)
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (9:00 to 21:00 (Japan Time); toll free only within Japan)[For Institutional investors]
Institutional investors may make use of the Tokyo Stock Exchange’s Electronic
Voting Platform (commonly known as the TSE Platform).

4

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
Appropriation of surplus is as follows:
Fiscal Year-end Dividends
The Company places the return of profits to shareholders as one of its highest
management priorities. The Company assumes its basic policy is to further strengthen
the Group’s competitiveness and, while maintaining a sound financial status, to achieve
regular distributions of dividends and improvement in the Company’s corporate value.
In concrete terms, the Company’s basic policy is to provide a return to shareholders thattargets at a payout ratio of 30% in accordance with consolidated operational results andbased on stable annual dividend payments of ¥24 per share.
In view of the Company’s performance in this fiscal year, it will add a
performance-based dividend of ¥28 per share to the stable year-end dividend of ¥12 pershare, and will also pay an additional special dividend of ¥10 per share due to achieving
targets of the Mid-term Plan (April 2012 - March 2015) and because ten years havepassed since the Group’s establishment, to pay a year-end dividend of ¥50 per share forthis tenth fiscal year.
Since the Company paid an interim dividend of ¥12 per share on December 8, 2014,
the total annual dividend for the fiscal year will be ¥62 per share.
(i) Type of dividend assets:Cash(ii) Allocation of dividend assets to be paid to shareholders and total amount of dividend:
Dividend per share of common stock of the Company ·············· ¥50
Total amount of dividends ······························· ¥10,989,845,900(iii) Effective date of distribution of surplus (dividend):
June 23, 2015

5

Proposal No. 2: Partial Amendments to the Articles of Incorporation
The Company would like to amend its Articles of Incorporation in accordance with theproposed amendments mentioned below.
1. Reason for the Amendments(1) Due to consolidating the Group’s business premises and the head office relocation
which is aimed to greater strengthen cooperation within the Group and to improveadministrative efficiency, the location of the head office specified in Article 3 ofthe current Articles of Incorporation (Location of Head Office) will need to change
from Shinagawa-ku, Tokyo to Minato-ku, Tokyo.
In addition, since this change will be given effect from the date of the relocation of
the head office which will be decided at a Board of Directors Meeting to be heldby March 31, 2016, this will need to be made clear by stipulating a supplementaryprovision.
(2) Article 14 (Convener) and Article 25 (Convener and Chairperson of Board of
Directors Meetings) of the current Articles of Incorporation are required to bechanged so that Representative Directors hold the right to convene and chair
General Meetings of Shareholders and Board of Directors Meetings in order tomake the operation of those Meetings more responsive, as well as to further
strengthen and enhance the management structure.

2. Detail of the Amendments
The details of the proposed amendments in content are as follows.
(Amendments shown by underlines.)
Current Articles
Proposed Amendments(Location of Head Office)(Location of Head Office)

Article 3

Article 3

The head office of the Company shallbe located in Shinagawa-ku, Tokyo.

The head office of the Company shallbe located in Minato-ku, Tokyo.

(Convener)(Convener and Chairperson)

Article 14

Article 14
Representative Directors shall conveneand chair General Meetings ofShareholders based on the resolutionsof the Board of Directors, except
where otherwise specified byapplicable laws and regulations.

The President and Director shallconvene and chair General Meetings ofShareholders based on the resolutionsof the Board of Directors, except
where otherwise specified byapplicable laws and regulations.

62.

Current Articles
When the President and Director isunable to do so, another Director,
following the rank orderpredetermined by the Board of
Directors, shall convene and chair
General Meetings of Shareholders.

2.

Proposed Amendments
Where there are several
Representative Directors, theRepresentative Director with seniority
following the rank orderpredetermined by the Board of
Directors shall convene and chair
General Meetings of Shareholders.
When all Representative Directors areunable to do so, another Director,
following the rank orderpredetermined by the Board of
Directors, shall perform that duty.

(Convener and Chairperson of Board of
Directors Meetings)(Convener and Chairperson of Board of
Directors Meetings)

Article 25

Article 25
Representative Directors shall conveneand chair Board of Directors Meetings,
except where otherwise specified byapplicable laws and regulations.

The President and Director shallconvene and chair Board of Directors
Meetings, except where otherwise
specified by applicable laws andregulations.
2.

2.

When the President and Director isunable to do so, another Director,
following the rank orderpredetermined by the Board of
Directors, shall perform this duty.

(New)

Where there are several
Representative Directors, theRepresentative Director with seniority
following the rank orderpredetermined by the Board of
Directors shall convene and chair
Board of Directors Meetings. When all
Representative Directors are unable to
do so, another Director, following therank order predetermined by the Boardof Directors, shall perform that duty.

(Supplementary Provision)
The amendments to Article 3 (Locationof Head Office) shall be effective fromthe date of the relocation of the head
office decided at a Board of Directors
Meeting to be held by March 31, 2016.
This supplementary provision shall bedeleted immediately after the effective
date of the relocation of the head
office.

7

Proposal No. 3: Election of Ten Directors
Since the terms of office of the nine Directors of the Company will expire as of the close ofthis General Meeting of Shareholders, the Company requests the election of ten Directors,
including an additional Director to further strengthen the management structure.
The candidates for Director of the Company are as follows:
Positions andCandidate
Name
Responsibilities inNo.
(Date of Birth)
the Company
Apr. 1978:
Aug. 1991:
Jun. 1995:

Jun. 1999:

Shukuo Ishikawa(April 15, 1955)
1

Number of theCompany’s
Shares Owned
44,800 Shares

President andRepresentative
Director

Apr. 2005:
Apr. 2006:
Jun. 2006:
Apr. 2009:
Apr. 2010:
Apr. 2012:
Apr. 2015:8

Career Summary
Joined NAMCO LIMITED(currently BANDAI NAMCOEntertainment Inc.)
General Manager, EM Development
Department of NAMCO LIMITED
Director in charge of Development
Division II, General Manager, EM
Development Department and VS
Development Department of NAMCO
LIMITEDManaging Director in charge of Research,
Development and Production, andDevelopment Division II of NAMCO
LIMITED
Executive Vice President andRepresentative Director in charge ofcontents business of NAMCO LIMITED
President and Representative Director of
NAMCO BANDAI Games Inc. (currently
BANDAI NAMCO Entertainment Inc.)
Director of the Company
President and Representative Director of
the Company (current position)
President and Representative Director of
NAMCO BANDAI Games Inc.
Chairman of the Board of NAMCO
BANDAI Games Inc.
Chairman of the Board of BANDAI
NAMCO Business Arc Inc. (current
position)

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1982:
Apr. 1999:
Jun. 2003:

New Candidate
for Director

2

Mitsuaki Taguchi(June 16, 1958)

Apr. 2006:
Apr. 2009:–
Apr. 2010:

Number of theCompany’s
Shares Owned
55,100 Shares

Apr. 2012:

Apr. 2015:

9

Joined Bandai Co., Ltd.
General Manager, Vending Machine
Business Department of Bandai Co., Ltd.
Director, Leader of Lifestyle Group andLifestyle Company President of Bandai
Co., Ltd.
Managing Director in charge of new
business policy of Bandai Co, Ltd.
Senior Managing Director in charge of
media policy and new business policy ofBandai Co., Ltd.
Executive Vice President and Director in
charge of media policy and new business
policy of Bandai Co., Ltd.
Executive Vice President and COO incharge of global media policy and humanresources policy and in charge of Real B
Voice Business Group, Strategy Projects,
Human Resources of Bandai Co., Ltd.
Adviser of the Company (current
position)

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Mar. 1986:
Dec. 1996:
Jan. 2000:

Shuji Ohtsu(August 6, 1959)
3

Number of theCompany’s
Shares Owned
22,900 Shares

Director andDivision
GeneralManager of theGroup
Administrative
Headquarters

10

Licensed as a CPA
Partner in Century Audit Corporation
Partner in Century Ota Showa & Co.
(currently Ernst & Young ShinNihon
LLC)
Sep. 2003:
Partner in KPMG AZSA & Co. (currently
KPMG AZSA LLC)
May 2004:
Board Member of KPMG AZSA & Co.
Oct. 2007:
Joined the Company as Adviser
Jun. 2008:
Director in charge of Overseas
Operations, Group Administrative
Headquarters, Corporate Legal Affairs
Office and Internal Auditing Division of
the Company
Jun. 2011:
Director in charge of Overseas Regional
Headquarters Companies and Division
General Manager of the Group
Administrative Headquarters of theCompany
Apr. 2013:
Director and Division General Managerof the Group Administrative
Headquarters of the Company (current
position)
President and Representative Director of
NAMCO BANDAI Holdings (USA) Inc.
(currently BANDAI NAMCO Holdings
USA Inc.) (current position)
Apr. 2015:
President and Representative Director of
BANDAI NAMCO Business Arc Inc.
(current position)(Major concurrent positions)
President and Representative Director of BANDAI
NAMCO Holdings USA Inc.
President and Representative Director of BANDAI
NAMCO Business Arc Inc.

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1986:
Aug. 2005:

Yuji Asako(January 18,
1966)
4
Number of theCompany’s
Shares Owned
21,900 Shares

Kazunori Ueno
(September 16,
1953)
5
Number of theCompany’s
Shares Owned
84,350 Shares

Joined Bandai Co., Ltd.
General Manager, Accounting Division ofBandai Co., Ltd.
Sep. 2005:
Joined the Company, as General Managerof the Corporate Administration
Department
Apr. 2006:
Director of NAMCO BANDAI Games
Inc. (currently BANDAI NAMCOEntertainment Inc.)
Director and
Apr. 2008:
Executive Officer, Division General
DivisionManager of Corporate Planning Division
Generalof the Company
Manager of the Jun. 2010:
Director in charge of Corporate Planning
Corporateand Division General Manager of the
Planning
Corporate Planning Division of theDivision
Company
Jun. 2011:
Director and Division General Managerof the Corporate Planning Division of theCompany (current position)
Apr. 2014:
Director of NAMCO LIMITED (*)(current position)* Newly established company throughthe incorporation-type company split of
NAMCO LIMITED (currently BANDAI
NAMCO Entertainment Inc.)
Apr. 1977:
Joined Bandai Co., Ltd.
Apr. 1991:
General Manager, Candy Toy / Vending
Machine Business Department of Bandai
Co., Ltd.
Jun. 2001:
Director in charge of the Toy Business
Projects and General Manager, Character
Toy Business Department of Bandai Co.,Ltd.
Apr. 2003:
Managing Director and President, Toys &Executive Vice
Hobby Company and Chief Gundam
President andOfficer (CGO) of Bandai Co., Ltd.
RepresentativeJun. 2005:
President and Representative Director
Directorand Chief Gundam Officer (CGO) of
in charge ofBandai Co., Ltd. (current position)
Toys and Hobby
Sep.
2005:
Directorof the Company
SBU
Jun. 2007:
Director in charge of Toys and Hobby
SBU of the Company
Apr. 2012:
Executive Vice President andRepresentative Director in charge of Toysand Hobby SBU of the Company (current
position)(Major concurrent position)
President and Representative Director of Bandai Co.,
Ltd.

11

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Mar. 1976:
Apr. 1992:

Satoshi Oshita(July 3, 1953)
6

Number of theCompany’s
Shares Owned
38,800 Shares

Directorin charge of
Network
Entertainment
SBU

12Joined Bandai Co., Ltd.
General Manager, Toy Marketing
Department of Bandai Co., Ltd.
Jun. 1999:
Executive Officer and Deputy Division
Head, Consumer Business Division, andGeneral Manager, SWAN Business
Department of Bandai Co., Ltd.
Mar. 2002:
Joined Bandai Networks Co., Ltd., as
Executive Manager
Jun. 2002:
President and Representative Director ofBandai Networks Co., Ltd.
Jun. 2007:
Director in charge of Network SBU of theCompany
Apr. 2009:Managing Director in charge of CS
business and NE business of BANDAI
NAMCO Games Inc. (currently BANDAI
NAMCO Entertainment Inc.)
Apr. 2010:
President and Representative Director of
BANDAI VISUAL CO., LTD.
Apr. 2012:
Executive Officer in charge of Content
SBU of the Company
President and Representative Director of
BANDAI NAMCO Games Inc. (current
position)
Jun. 2012:
Director in charge of Content SBU of theCompany
Jan. 2015:
President of BANDAI NAMCO(SHANGHAI) CO., LTD. (current
position)
Apr. 2015:
Director in charge of Network
Entertainment SBU of the Company(current position)(Major concurrent positions)
President and Representative Director of BANDAI
NAMCO Entertainment Inc.
President of BANDAI NAMCO (SHANGHAI) CO.,LTD.

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1982:
Jul. 1989:
Apr. 1994:
Sep. 1997:
Mar. 1999:

New Candidate
for Director

7

Kazumi
Kawashiro(November 4,
1959)

May 1999:–

May 2003:
Jun. 2007:

Number of theCompany’s
Shares Owned
11,500 Shares

Apr. 2010:
Apr. 2012:
Apr. 2015:

Joined CANYON RECORDS INC.
(Currently PONY CANYON INC.)
Joined Bandai Co., Ltd.
Joined BANDAI VISUAL CO., LTD.
General Manager of Production at
Production Headquarters of BANDAIVISUAL CO., LTD.
Deputy Division Head of Visual Business
Division and General Manager of Visual
Planning Department of BANDAIVISUAL CO., LTD.
Director, Deputy Division Head of VisualBusiness Division and General Manager
of Visual Planning Department of
BANDAI VISUAL CO., LTD.
President and Representative Director of
BANDAI VISUAL CO., LTD.
Director in charge of Visual and Music
Content SBU of the Company
Vice President and Director of BANDAIVISUAL CO., LTD.
President and Representative Director of
BANDAI VISUAL CO., LTD. (current
position)
Executive Officer in charge of Visual andMusic Production SBU of the Company(current position)(Major concurrent position)
President and Representative Director of BANDAIVISUAL CO., LTD.

13

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1976:
Jul. 1987:
Dec. 1998:
Jan. 1999:
Apr. 2004:

Outside Director
Nobuo Sayama(December 3,
1953)

8

Apr. 2005:
Director

Number of theCompany’s
Shares Owned--- Shares

Oct. 2005:
Mar. 2008:

Jun. 2011:

Joined TEIJIN LIMITED
Joined Mitsui Bank, Ltd. (currently
Sumitomo Mitsui Banking
Corporation)
Resigned from The Sakura Bank,
Limited (currently Sumitomo Mitsui
Banking Corporation)
Representative Director of UNISONCAPITAL, Inc.
Assistant Professor, Graduate School ofInternational Corporate Strategy (ICS),
Hitotsubashi University
Representative Director of GCA Co,
Ltd. (currently GCA Savvian
Corporation)
Professor, Graduate School ofInternational Corporate Strategy (ICS),
Hitotsubashi University(current position)
Representative Director of Mezzanine
Corporation
Managing Director of GCA Savvian
Group Corporation (currently GCA
Savvian Corporation)
Representative Director of Integral
Corporation (current position)
Outside Director of the Company(current position)(Major concurrent positions)
Professor, Graduate School of International Corporate
Strategy (ICS), Hitotsubashi University
Representative Director of Integral Corporation(Reason for proposing Mr. Nobuo Sayama as a candidate for Outside Director and hiscompetence as Outside Director)
Given his extensive experience in corporate management and his profound scholarly
knowledge via his teaching activities in the field of corporate strategy, the Company anticipatesthat he will be able further to strengthen management oversight and check functions, and thus
believes that he will be able to perform the duties of an Outside Director appropriately.

14

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1984:
Apr. 1991:

9

Admitted to the bar in Japan
Joined Mori Sogo Law Office(currently Mori Hamada & Matsumoto)Jun. 2006:
Outside Audit & Supervisory Board
Member of NAMCO BANDAI Games
Outside Director
Inc. (currently BANDAI NAMCOEntertainment Inc.)
Tomohisa
Apr. 2007:
Established STW & Partners
Partner of STW & Partners
Tabuchi(current position)(December 9,Jun. 2011:
Outside Director of the Company
1957)
Director(current position)
Jun. 2013:
Outside Audit & Supervisory Board
Member of Rakuten Bank, Ltd. (current
Number of theposition)
Company’sJun. 2014:
Outside Director of Accordia Golf Co.,
Shares Owned
Ltd. (current position)(Major concurrent positions)--- Shares
Attorney-at-Law, Partner of STW & Partners
Outside Audit & Supervisory Board Member of Rakuten
Bank, Ltd.
Outside Director of Accordia Golf Co., Ltd.
(Reason for proposing Mr. Tomohisa Tabuchi as a candidate for Outside Director and hiscompetence as Outside Director)
Although he has not been involved in corporate management other than through serving as an
Outside Director or Outside Audit & Supervisory Board Member, the Company anticipates,
given his many years of experience as an attorney-at-law, that he will be able further tostrengthen management oversight and check functions, mainly from a legal risk perspective,
and thus believes that he will be able to perform the duties of an Outside Director appropriately.

15

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1977:

Outside Director
Yuzuru Matsuda(June 25, 1948)
10
Number of theCompany’s
Shares Owned--- Shares

Joined Kyowa Hakko Kogyo Co., Ltd.
(currently Kyowa Hakko Kirin Co., Ltd.)
Jun. 2000:
Executive Officer and Head of
Pharmaceutical Research Institute of
Kyowa Hakko Kogyo Co., Ltd.
Jun. 2002:
Managing Director and General Manager
of Comprehensive Planning Office of
Kyowa Hakko Kogyo Co., Ltd.
Jun. 2003:
President and Representative Director of
Kyowa Hakko Kogyo Co., Ltd.
Oct. 2008:
Executive Director of the Board,
President and Chief Executive Officer of
Director
Kyowa Hakko Kirin Co., Ltd.
Mar. 2012:
Advisor of Kyowa Hakko Kirin Co., Ltd.
Jun. 2012:
Head of Kato Memorial Bioscience
Foundation (current position)
Jun. 2014:
Outside Director of KUBOTA
Corporation (current position)
Outside Director of the Company (current
position)(Major concurrent positions)
Head of Kato Memorial Bioscience Foundation
Outside Director of KUBOTA Corporation(Reason for proposing Mr. Yuzuru Matsuda as a candidate for Outside
Director and his competence as Outside Director)
Given his extensive experience in corporate management and his excellent
character and acumen, the Company anticipates that he will be able tofurther strengthen management oversight and checking functions, andintroduce a broader managerial perspective, and thus believes that he will
be able to perform the duties of an Outside Director appropriately.

(Notes) 1. Each of Mr. Nobuo Sayama, Mr. Tomohisa Tabuchi and Mr. Yuzuru Matsuda is a candidate
for Outside Director of the Company. Each candidate is currently Outside Director of theCompany. As of the close of this General Meeting of Shareholders, Mr. Nobuo Sayama and
Mr. Tomohisa Tabuchi will have served about four years, and Mr. Yuzuru Matsuda will have
served about one year. Liability Limitation Agreements under Article 427, Paragraph 1, of
the Companies Act have not been concluded between each of them and the Company.
2. Independence as Outside Director
The Company believes that Mr. Nobuo Sayama, Mr. Tomohisa Tabuchi and Mr. Yuzuru
Matsuda, who are candidates for Outside Director of the Company, all satisfy theCompany’s Standards for the Independence of Outside Directors and Outside Audit &Supervisory Board Members (please refer to “Standards for the Independence of Outside
Directors and Outside Audit & Supervisory Board Members” on page 17.) and thus have norisk of conflicts of interest with general shareholders and have a high degree of
independence. The Company has filed a notification with the Tokyo Stock Exchange thateach of the candidates would be Independent Directors/Auditors as defined in the rules of
the Tokyo Stock Exchange.
3. There are no special interests between each of the candidates for Director and the Company.

16

Standards for the Independence of Outside Directors and Outside Audit & Supervisory
Board Members (Reference)
The Company has prescribed the following “Standards for the Independence of Outside
Directors and Outside Audit & Supervisory Board Members” and has nominated Outside
Directors and Outside Audit & Supervisory Board Members based on such standards.
Standards for the Independenceof Outside Directors and Outside Audit & Supervisory Board Members
In order for the Outside Directors and Outside Audit & Supervisory Board Members of the Company to be
judged as being independent, such Outside Directors and Outside Audit & Supervisory Board Members must
not fall under any of the following items.
1. Any person who purports to be a major business partner of the Company (including group companies of theCompany; the same applies hereinafter)
2. Any Executive Director, Executive Officer, Manager or other employee of a company that purports to be amajor business partner of the Company
3. Any person who is a major business partner of the Company
4. Any Executive Director, Executive Officer, Manager or other employee of a company that is a major
business partner of the Company
5. Any attorney-at-law, certified public accountant, certified public tax accountant, consultant or other expert
who receives monies or other economic benefits above a certain amount from the Company, in addition tohis or her remuneration as a Director or Audit & Supervisory Board Member
6. Any person belonging to a company, association or other organization such as a law firm, auditing firm, tax
accountant corporation and consultancy which receives monies or other economic benefits above a certain
amount from the Company
7. Any person receiving donations or subsidies from the Company above a certain amount
8. Any person who is a Board member or other Executive Officer in a company, association or otherorganization which receives donations or subsidies from the Company above a certain amount
9. If an Executive Director or full-time Audit & Supervisory Board Member for the Company concurrently
holds a position as an Outside Director or Outside Audit & Supervisory Board Member at another company,
any person who is an Executive Director, Executive Officer, Manager or other employee of that company
10. Any person who has come under one of the categories listed in items 1 through 9 above in the past 5 years
11. If a person coming under one of the categories listed in items 1 through 9 above is an important person, that
person’s spouse or relative within the second degree of kinship
12. The spouse or relative within the second degree of kinship of any person who is a Director, Executive
Officer, Manager or other important employee of the Company or its subsidiaries(Notes) 1 In items 1 and 2, where it reads “any person who purports to be a major business partner of theCompany,” this means “any person (or company) who has received a payment from the Company 2%
or more of its annual consolidated net sales for the most recent business year.”
2 In items 3 and 4, where it reads “any person who is a major business partner of the Company,” thismeans “any person (or company) who has paid to the Company an amount 2% or more of theCompany’s annual consolidated net sales for the most recent business year, or any person (or company)
who has provided the Company with a loan of an amount 2% or greater of the value of the Company’s
consolidated total assets as of the end of the most recent business year.”
3 In items 5, 7 and 8, where it reads “a certain amount,” this means “¥10 million a year.”
4 In item 6, where it reads “a certain amount,” this means “2% or more of the total net sales for thatcompany, association or organization for the most recent business year, or ¥100 million; whichever isgreater.”17

Proposal No. 4: Revision of Remuneration Amount for Directors
Remuneration for Directors of the Company is up to a limit of 700 million yen per fiscal year(of which 350 million yen is the limit for base remuneration and the remaining 350 million yen is
the limit for cash bonuses) as approved at the 1st Ordinary General Meeting of Shareholders held on
June 26, 2006; however, in light of sustained improvements in business performance from that timeand expanding business size, the Company would like to change this to a limit of 850 million yen
per fiscal year (including 60 million yen for Outside Directors at a maximum) in line with its
remuneration policy, in order to maintain a remuneration framework which is strongly linked tobusiness performance. This limit of 850 million yen consists of a base remuneration limit of 400
million yen, and a cash bonus limit of the remaining 450 million yen.
Cash bonuses are planned to be paid in principal out of an amount calculated by multiplying
the predetermined standard amount by a percentage between 0% and 200% according to theconsolidated operating income of the Group for each fiscal year, up to a limit of 1.5% ofconsolidated net income for the relevant period, and the amount to be used for cash bonuses will be
450 million yen if the predetermined standard amount is multiplied by the maximum 200%.
Cash bonuses are not paid to Outside Directors.
There are currently nine Directors (including three Outside Directors), but if Proposal No. 3 isapproved without any changes, then there will be ten Directors (including three Outside Directors).

18

Proposal No. 5: Decision on Remuneration Amount and Details for Directors’ Stock Options
The Company proposes granting its Directors, excluding Outside Directors, stock subscription
rights (stock compensation-type stock options) with a limit amount of 160 million yen per fiscal
year as part of their annual remuneration and requests that this proposal be approved.
The remuneration system for Directors of the Company, excluding Outside Directors, has as its
basic policy the creation of a remuneration framework which provides continuous growth for theCompany and improves the Company’s corporate value in the medium and long term, by bringing
out a healthy sense of entrepreneurship in its Directors while taking into account what level of
remuneration will enable the Company to secure and retain top grade personnel, through promoting
sharing value with the Company’s shareholders and ensuring an adequate level of objectivity andtransparency to fulfil its accountability obligations. Specifically, in aspiring towards achieving thenumerical targets listed in the three-year “Mid-term Plan of BANDAI NAMCO Group (from April
2015 to March 2018)” beginning in April 2015 (hereinafter referred to as the “Mid-term Plan”), thisremuneration system will clearly link performance towards these targets with remuneration, andincrease the weight of performance-based remuneration.
As part of this, as with the system in place for the period of the previous Mid-term Plan, thecurrent system continues to employ a structure for assigning stock compensation-type stock options
to Directors, on condition that the predefined performance goals are achieved.
Because the performance requirements have been imposed for these stock compensation-type
stock options, not as a condition for exercising the options but as a condition for being allotted theoptions, the stock compensation-type stock options will not be granted to Directors in the first place
if those performance requirements are not satisfied. Thus, under this structure, remuneration costs
will arise only when the Company performs well.
In order to encourage Directors to meet the continuing challenge of achieving the Mid-term
Plan’s objectives, performance requirements shall apply if consolidated operating income for theGroup for a fiscal year during the period of the Mid-term Plan is 50,000 million yen or greater, as
stated under “(iii) Requirements for allotment of stock subscription rights”; and according toincreases in consolidated operating income, the issuance baseline will increase by up to the limit
amount of 160 million yen. Whether issues are made, and what baseline is set, shall be determinedfor each fiscal year while the Mid-term Plan is in effect.
In addition, as stated in “(vii) Conditions on exercise of stock subscription rights” below, bylimiting the timing of exercise of rights relating to the stock compensation-type stock options
allotted to the time when the recipient steps down as a Director or an Audit & Supervisory Board
Member, the Company thinks that it will be possible to ensure the sharing of common values withall shareholders on an ongoing basis.
If Proposal No. 3 is approved without any changes, then there will be seven Directors to whom
this proposal will apply, excluding the three members who are expected to become Outside
Directors.
The details of the stock subscription rights are as stated below.

19(i) Class and number of shares to be delivered upon exercise of stock subscription rights
The maximum number of shares of common stock of the Company to be delivered upon
exercise of stock subscription rights per year is 80,000 (0.04% of the total number of sharesissued).
In the event that the Company carries out a share split or share consolidation, the numberof shares to be delivered upon exercise of stock subscription rights will be adjusted inaccordance with the following formula; provided, however, that such adjustment will only
be carried out with respect to the number of shares to be delivered upon exercise of stock
subscription rights that have not been exercised at the time of the share split or shareconsolidation, and any fraction less than one share resulting from such adjustment will be
rounded down.
Number of shares=
after adjustment

Number of sharesx
before adjustment

Ratio of share split orshare consolidation

Furthermore, if the number of shares to be delivered upon exercise of stock subscription
rights needs to be adjusted because the Company carries out an absorption-type merger or aconsolidation-type merger with another company with succession to the stock subscription
rights provided for in this proposal or because the Company carries out anincorporation-type company split or an absorption-type company split, the Company will
make the necessary adjustment in the number of the shares as well.
(ii) Total number of stock subscription rights
The maximum number of stock subscription rights to be allotted per year is 800.
The number of shares to be delivered upon exercise of one stock subscription right is 100
shares.
(If, however, the number of shares is adjusted as provided for in the Paragraph (i) above,
then the number of shares to be delivered upon exercise of one stock subscription right will
be adjusted in the same manner.)(iii) Requirements for allotment of stock subscription rights
If the Company’s consolidated operating income is 50,000 million yen or greater in any of
the fiscal years from the fiscal year ending March 2016 through the fiscal year ending
March 2018, stock subscription rights shall be allotted within a range from 80 million yen
to 160 million yen per year according to the level of achievement of business performancetargets in that fiscal year.
(iv) Price for issuance of stock subscription rights
The price for issuance of each stock subscription right will be calculated based on theBlack-Scholes model, an impartial method of valuing stock subscription rights.
The person who receives an allotment of the stock subscription rights will, instead of
paying the price for issuance of the stock subscription rights in cash, offset his or her
obligation to pay for issuance of the stock subscription rights against the recipient’s right to
his or her remuneration from the Company.
(v) Amount to be paid upon exercising stock subscription rights
The amount to be paid upon exercising each stock subscription right will be one yen per
share to be issued or transferred by the exercise of each stock subscription right, multipliedby the number of shares to be granted.
(vi) Exercise period for stock subscription rights
The exercise period for stock subscription rights will be decided by the Company’s Boardof Directors, which must not exceed 20 years from the allotment date of the stock
subscription rights.

20

(vii) Conditions on exercise of stock subscription rights
A person who has received an allotment of the stock subscription rights may, within the
period specified in “(vi) Exercise period for stock subscription rights,” exercise those stock
subscription rights between one and ten days after the date on which that person loses his or
her position as a Director, Audit & Supervisory Board Member, or an employee of theCompany or of a subsidiary of the Company.
(viii) Restrictions on assignment of stock subscription rights
Any assignment of stock subscription rights requires the approval of the Board of
Directors of the Company.
(ix) Other details concerning stock subscription rights
Other details concerning stock subscription rights will be determined at the Board of
Directors Meeting of the Company at which matters concerning the offering of such stock
subscription rights will be resolved.
(Reference)
The Company is scheduled, upon a resolution of the Board of Directors of the Company,to grant stock subscription rights to the directors of the three major companies of theGroup’s SBUs, Bandai Co., Ltd., BANDAI NAMCO Entertainment Inc., and BANDAIVISUAL CO., LTD., on the same terms as those stated in Proposal No. 5, as part of theirremuneration.
The number of stock subscription rights and the conditions for their allotment are as
follows:
1. Class and number of shares to be delivered upon exercise of stock subscription rights
The maximum number of shares of common stock of the Company to be delivered upon
exercise of stock subscription rights per year is 100,000 (0.05% of the total number ofshares issued).
2. Total number of stock subscription rights
The maximum number of stock subscription rights to be allotted per year is 1,000. (Thenumber of shares to be delivered upon exercise of one stock subscription right is 100
shares.)3. Requirements for allotment of stock subscription rights
If the Company’s consolidated operating income is 50,000 million yen or greater in any of
the fiscal years from the fiscal year ending March 2016 through the fiscal year ending
March 2018, stock subscription rights shall be allotted within a range from 100 million yen
to 200 million yen per year according to the level of achievement of business performancetargets in that fiscal year.
(Reference)
If Proposal No. 4 and Proposal No. 5 are approved without any changes, the “Policy andProcedures for Decisions on Remuneration” of the Company will be as follows.
1. Remuneration policy
The remuneration system for Directors of the Company, excluding Outside Directors, has
as its basic policy the creation of a remuneration framework which provides continuous
growth for the Company and improves the Company’s corporate value in the medium andlong term, by bringing out a healthy sense of entrepreneurship in its Directors while taking
into account what level of remuneration will enable the Company to secure and retain top
grade personnel, through promoting sharing value with the Company’s shareholders andensuring an adequate level of objectivity and transparency to fulfil its accountability
obligations.
Specifically, in aspiring towards achieving the numerical targets listed in the three-year

21

“Mid-term Plan of BANDAI NAMCO Group (from April 2015 to March 2018)” beginningin April 2015 (hereinafter referred to as the “Mid-term Plan”), this remuneration system
will clearly link performance towards these targets with remuneration, and increase theweight of performance-based remuneration.
The same basic policy applies to the directors of the three major companies of the Group’s
SBUs, Bandai Co., Ltd., BANDAI NAMCO Entertainment Inc., and BANDAI VISUAL
CO., LTD.
2. Remuneration framework
The remuneration framework for Directors of the Company, excluding Outside Directors,
shall comprise fixed remuneration consisting of the base remuneration, performance-based
bonuses as variable remuneration, and stock compensation-type stock options that areprovided to promote sharing of common values with all shareholders, to steadily improveactual business performance for each fiscal year, and to support an appropriate level ofrisk-taking so as to improve the Company’s corporate value in the medium and long term.
A fixed proportion of the base remuneration is contributed to the shareholding association
for directors and officers to buy back the Company’s shares and hold such shares for theduration of the tenures of the relevant Director.
Remuneration standards are determined utilising a management remuneration databasewith which data on remunerations are aggregated and analysed by an external specialist
organisation, setting objective benchmarks in light of the scales of the Company’s business
operations and so on, and comprehensively taking into consideration the proportion of risk
remuneration within annual total remuneration and the level of difficulty of achieving
business performance targets.
Where the standard performance for the period of the Mid-term Plan has been achieved,
the ratio of fixed remuneration to variable remuneration within annual total remuneration
shall be about 50:50, and the ratio of share-type remuneration within variable remuneration
shall be around 30%.
3. Structure for performance-based remuneration
Performance-based bonuses shall be paid in principle according to the consolidated
operating income of the Group for each fiscal year, in an amount determined within a limitof 1.5% of the consolidated net income for the period, within a range of 0% to 200% of thepredetermined standard amount.
Stock compensation-type stock options shall be granted only in cases where theconsolidated operating income of the Group exceeds 50,000 million yen; and the issuancebaseline may increase by up to double the amount issued when 50,000 million yen isachieved according to any increase in consolidated operating income.
Whether issues are made, and what baseline is set, shall be assessed for each fiscal year
during the period of the Mid-term Plan.
4. Procedure for decisions on remuneration
The policy for remuneration, the remuneration framework, and the structure for
performance-based remuneration for Directors of the Company, excluding Outside
Directors, shall be decided at Board of Directors Meetings after receiving recommendations
from the Personnel Committee of which a majority of the members are Outside Directors,
in order to elicit Outside Directors’ adequate participation and appropriate advice.
When the Committee is deliberating, sufficient information is provided to the Outside
Directors to perform their analysis, including for instance by asking for advice fromexternal specialist organizations where necessary.
5. Policy and procedures for remuneration of Outside Directors and Audit & Supervisory
Board Members
Remuneration for Outside Directors of the Company comprises base remuneration only, toensure their independence, and the amount of remuneration for each Outside Director isdetermined by the Board of Directors.
Remuneration for Audit & Supervisory Board Members comprises base remuneration only,

22

with the amount set in accordance with their job positions, considering that they bear the
duty to audit the execution of all duties across the Group. The amount of remuneration foreach Audit & Supervisory Board Member is determined by the Audit & Supervisory Board.
END

23

(Attached Document)
BUSINESS REPORTS(From April 1, 2014 to March 31, 2015)
1. Current Status of the Group(1) Business Status for This Fiscal Year(i)

Business Progress and Results

During the fiscal year ended March 31, 2015, although the Japanese economy showed amoderate tone of recovery, it was also affected by a pullback from the last minute demand dueto the consumption tax increase, and the continued depreciation of the yen and fall in the crude
oil price. These factors contributed to uncertainty in the outlook for the overall economy,
which had an impact encompassing personal consumption. Overseas, in Asia there wascontinued market expansion in the ASEAN region in line with growth in incomes, while, on
the other hand, other regions experienced slowdowns in economic growth. Although in North
America economic conditions and internal demand followed moderate recovery trends, someareas in Europe showed slow growth in internal demand.
In this environment, the BANDAI NAMCO Group (“the Group”) implemented various
initiatives aimed at medium- to long-term growth, focusing on its IP (Intellectual Property:
intellectual property of characters) axis strategy, under the concept of “Empower, Gain
Momentum, Accelerate Evolution,” which is the vision of the Group’s three-year Mid-term
Plan, started in April 2012. On the business front, the Toys and Hobby Business in Japan had
favorable sales of new IP products and long-established IP products. In addition, sales werefavorable in the Content Business in game software in North America and Europe as well as
network content and visual and music content.
Consequently, the Group’s consolidated results at fiscal year-end were net sales of 565,486
million yen (year-on-year increase of 11.4%), operating income of 56,320 million yen(year-on-year increase of 26.1%), recurring income of 59,383 million yen (year-on-yearincrease of 25.1%), and net income of 37,588 million yen (year-on-year increase of 50.0%).
(ii) Outline of Business by Business Segment(Millions of yen)
Year Ended
March 31,2014

Net SalesYear Ended
March 31,2015

Toys and Hobby

186,390

230,918

Increaseof 44,527

Content

278,408

288,009

Increaseof 9,601

37,24840,927

Increaseof 3,679

Amusement
Facility

58,19955,538Decreaseof 2,661(897)(2,287)

Decreaseof 1,390

Other

27,35027,006

Decreaseof 343

1,646

1,462

Decreaseof 183Eliminations
and Corporate(42,670)(35,987)

Increaseof 6,682(3,834)(822)

Increaseof 3,012

Consolidated

507,679

565,486

Increaseof 57,806

44,67256,320

Increaseof 11,647

Business
Segment

Change24

Operating Income (Loss)Year EndedYear Ended
March 31,
March 31,
Change2014
2015
Increase
10,51017,040of 6,530

Toys and Hobby BusinessIn the Toys and Hobby Business, in Japan, sales performed favorably thanks to products of the
new IP Yokai Watch and long-established IP such as Mobile Suit Gundam. In addition, sales of
products including the long-established IP KAMEN RIDER series and Super Sentai series(Power Rangers series), and the IP Aikatsu! for girls, performed favorably due tocross-functional efforts undertaken across all businesses. Aside from that, the Group strived tobroaden the variety of its target customers by such means as stepping up development of
products for adults, and also for babies and pre-school children, to steadily move towardachieving our objective of becoming No. 1 in each target and market in Japan by an
overwhelming margin.
Overseas, in North America and Europe, products of the Power Rangers series sold steadily,
while products of the newly launched movie IP BIG HERO 6 sold favorably. Nevertheless,performances in North America and Europe were weak overall. In the Asian region, toys,
plastic models, collectable toys for adults became popular thanks to developments inconjunction with Japan.
As a result, net sales in the Toys and Hobby Business were 230,918 million yen (year-on-yearincrease of 23.9%), and operating income was 17,040 million yen (year-on-year increase of
62.1%).
Description of Business
Manufacturing and sales of toys, sweets and food products, production for vending machines,
cards, plastic models, apparel, sundries, stationery, etc.

Content BusinessLooking at the Content Business, in Japan, key titles in social games and application games
for smartphones sold stably. In addition, new titles, such as ONE PIECE Treasure Cruise and
DRAGON BALL Z Dokkan Battle, sold favorably. In home video game software, there was a
decline in sales in comparison with the previous fiscal year, when there were launches ofseveral big titles. Also, in the area of visual and music content, visual and music content suchas LoveLive! School idol project, which is IP for which visual content was developed inconjunction with music content, and Mobile Suit Gundam UC (Unicorn) episode 7: Over the
Rainbow, etc. sold favorably and contributed to performance. In addition, the Group
proactively held live events such as concerts as a new outlet for its IP axis strategy. However,while popular series titles for arcade game machines have sold steadily, the business struggled
due to the effects of fluctuations in the market and so on.
Overseas, sales of game software launched in North America and Europe, DRAGONBALLXENOVERSE, and repeat sales of DARK SOULS II released in the previous business year
moved to an excellent position.
As a result, net sales in the Content Business were 288,009 million yen (year-on-year increaseof 3.4%), and operating income was 40,927 million yen (year-on-year increase of 9.9%).
Description of Business
Planning, development and distribution services for network content, planning, development
and sales of home video game software, arcade game machines, and prizes for amusement
machines, planning, production and sales of films, visual and music content software,
distribution services for on-demand visual content, live entertainment operations, etc.

25

Amusement Facility BusinessIn the Amusement Facility Business, the Group pushed ahead with a range of measures aimed
at rebuilding the business, such as strengthening the allocation of store personnel andmeasures to attract customers. In addition, the Group pushed ahead with initiatives such as
developing differentiated facilities that offer the experience of its distinctive worldview of
specific IPs and concentrating resources on large stores. However, sales of existing facilities inJapan declined to 91.2% of the previous fiscal year. Overseas, sales were steady thanks toefficient operations.
As a result, net sales in the Amusement Facility Business were 55,538 million yen(year-on-year decrease of 4.6%), and operating loss was 2,287 million yen (compared withsegment loss of 897 million yen for the previous fiscal year).
Description of Business
Planning and operation of amusement facilities, etc.

Number of Facilities as of March 31, 2015
Directly Managed
Facilities
237

Revenue-Sharing
Facilities
1,046

Others

Total

10

1,293

Other Businesses
Other Businesses consist of companies that conduct businesses such as logistics support,
printing, and other kinds of administration and operational support for each of the Group’s
strategic business units: Toys and Hobby SBU, Content SBU, and Amusement Facility SBU.
We are making efforts to manage such operations related to group support in an efficientmanner.
As a result, net sales in the Other Businesses were 27,006 million yen (year-on-year decreaseof 1.3%), and operating income was 1,462 million yen (year-on-year decrease of 11.2%).
Description of BusinessTransportation and storage of products, management of real estate, printing, etc.

(iii) Capital Expenditures
In this fiscal year, the Group carried out 22,298 million yen in capital expenditures; thefunds were primarily used for investments in the manufacturing of molds associated with thedevelopment of new products and in amusement facilities and machines.
(iv) Fundraising
Not applicable.
(v)

Transfers of Business, Absorption-Type Company Splits, or Incorporation-Type
Company Splits

Not applicable.
(vi) Acquisitions of Other Companies’ Businesses
Not applicable.

26

(vii) Successions of Rights or Duties Related to the Businesses of Other Legal Entities, etc.
due to Absorption-Type Mergers or Absorption-Type Company Splits
Not applicable.
(viii) Acquisitions and Disposals of Shares, Other Equities, and Stock Subscription Rights in
Other Companies
Not applicable.
(2) Status of Assets and Profits & Losses for the Previous Three Fiscal Years
Fiscal Year

7th Fiscal Year
(Year Ended
March 31, 2012)

8th Fiscal Year
(Year Ended
March 31, 2013)

9th Fiscal Year
(Year Ended
March 31, 2014)

10th Fiscal Year
(Year Ended
March 31, 2015)

Net sales(Millions of yen)454,210487,241

507,679

565,486

Operating income(Millions of yen)

34,606

48,642

44,67256,320Recurring income(Millions of yen)

34,96049,97247,45659,383

Net income(Millions of yen)

19,30332,38325,05437,588Net income pershare¥85.62¥147.40¥114.05¥171.10

Total assets(Millions of yen)342,171374,203

405,092

441,763

Net assets(Millions of yen)

213,125

248,769

267,951

303,512

Net assets per share¥962.45¥1,124.45¥1,217.74¥1,378.77

Classification

27(This Fiscal Year)(3) Important Parent Company and Subsidiaries(i)

Status of the Parent Company
Not applicable.

(ii) Important Subsidiaries
Name of Company

Capital

Ownership
Ratio

Description of Principal Business
Manufacturing and sales of toys andapparel, etc.
Planning, development and sales ofhome video game software and arcade
game machines, etc., and distribution
services for network content, etc.

Bandai Co., Ltd.

¥ 10,000 million

100.0%BANDAI NAMCO
Games Inc.

¥ 10,000 million

100.0%

NAMCO LIMITED¥ 10,000 million

100.0%

Operation of amusement facilities, etc.

BANDAI NAMCO
Holdings USA Inc.

US$ 10100.0%

Pure holding company as regional
headquarters in the U.S.

BANDAI S.A.

€ 21,690,000

100.0%BANDAI NAMCO
Holdings UK LTD.

£ 43,500,000

100.0%BANDAI NAMCO
ASIA CO., LTD.

HK$ 103,000,000

100.0%

Regional headquarters company inEurope. Import and sales of toys, etc.
Pure holding company as regional
headquarters in the U.K.
Regional headquarters company in Asia.
Import, manufacturing and sales of toys,etc.

(Notes) 1. On April 1, 2014, NAMCO BANDAI Holdings (USA) Inc. changed its trade name to
BANDAI NAMCO Holdings USA Inc., and on January 30, 2015, BANDAI (H.K.) CO.,LTD. changed its trade name to BANDAI NAMCO ASIA CO., LTD. In addition, on
April 1, 2015, BANDAI NAMCO Games Inc. changed its trade name to BANDAI
NAMCO Entertainment Inc.
2. BANDAI NAMCO Holdings UK LTD. carried out a capital increase of £14,000,000 on
December 22, 2014. As the said company carried out a capital increase of £7,000,000
on April 17, 2015, its stated capital is now £50,500,000.
(4) Issues to be Addressed
The Group and this industry must address many important, long-term issues, including (i) thediversification of customer needs, (ii) reacting to changes in the market and the environment, and(iii) increasingly intense competition on a global scale. The Group is applying the focus
strategies defined in its Mid-term Plan to address these issues swiftly.
(i)Common Issues Faced by All Strategic Business Units (“SBUs”)

Efforts Toward Maximizing the Value of IP
The Group is strengthening its IP creation and development, acquisition, and utilization
functions in order to respond to changes in the environment such as development ofoligopolies in the distribution and media fields, the widespread penetration of networks, andtechnological improvements. Specifically, the Group will seek to maximize the value of its IP
through promotion of collaboration among its businesses and cross-functional projects in theGroup while creating IP by its products and services and operating the IP posting system byGroup employees. Furthermore, to strengthen ties with IPs owned by other companies, wewill undertake strategic investments related to IP.

28

Efforts Toward CSR (Corporate Social Responsibility)
The Group’s corporate philosophy is to continue to provide “Dreams, Fun and Inspiration”
to people around the world, through entertainment based on creativity and boundlessenthusiasm. To ensure that we can continue to provide “Dreams, Fun and Inspiration,” wehave formulated the CSR initiatives, which crosscut the entire Group and include three typesof responsibilities: environmental and social contribution responsibilities, economic
responsibilities, and legal and ethical responsibilities (compliance). In accordance with thesefundamental principles, the “Group CSR Committee” and its sub-committee, the “Group CSR
Subcommittee,” as well as the “Group Risk Compliance Committee,” the “Group Information
Security Committee,” and the “Internal Control Committee” hold meetings and have been
striving to implement a range of measures.
(ii) Issues Specific to Each SBU* In April 2015, the SBUs were changed from “Toys and Hobby,” “Content” and “Amusement Facility” to“Toys and Hobby,” “Network Entertainment” and “Visual and Music Production.”

Toys and Hobby SBU
This unit’s industry is facing issues, such as a “shrinking domestic market due to the fallingbirthrate” and “increasingly diverse customer needs.” This unit is addressing these issues byaiming for the position as the overwhelming No. 1 in Japan, working at expanding its target
population segment and creating new businesses. In addition, it will expand its IP lineup andregions in which it is operating, with the aim of expanding its operations across Asia, which ispredicted to continue to grow. In the North American and European markets, it is aiming for
medium-term growth through establishing foundations and strengthening major IP expansion
for improving profitability. In addition, on the development and production side,
improvements in the value chain will enable more speedy and price-competitive productdevelopment.
Network Entertainment SBU
This unit’s industry is facing issues that include “increasingly diverse platforms,”“evolution of networks” and “increasingly diverse customer needs.” To address these issues, itwill endeavor to create new entertainment utilizing networks, over and above the boundaries
of existing operations and products/services. As for network content such as application game
titles, it will respond to new platforms and expand overseas operations. For its amusement
facility operations, it will endeavor to improve its development of facilities to differentiate theGroup by utilizing our IPs, and plan new amusement facilities by integrating the real anddigital worlds. On the development front, the unit will put in place and improve thedevelopment environment, such as by implementing measures to respond swiftly totechnological progress and changes in the environment.
Visual and Music Production SBUThis unit’s industry is facing issues, such as “increasingly diverse customer needs” and“intensification of competition in IP creation.” To address these issues, it will focus on
production-related businesses such as in live events and fan clubs, in addition to sales of visualand music packaged products. In addition, in the area of IP creation, it will continue to pursue
improved quality in its creations and stronger collaboration with products/services within theGroup, by dividing its organizations dealing with the planning/development and creation ofanimation products and so on into those aimed towards products for older customers and those
aimed towards ones for children and families.
We ask for our shareholders’ further assistance and guidance.

29

(5) Principal Business Offices of the Group (As of March 31, 2015)(i)

The Company
Head Office

4-5-15 Higashi-Shinagawa, Shinagawa-ku, Tokyo(ii) Principal Subsidiaries
Bandai Co., Ltd.

Taito-ku, Tokyo

BANDAI NAMCO Games Inc.

Shinagawa-ku, Tokyo

NAMCO LIMITED

Minato-ku, Tokyo

BANDAI NAMCO Holdings USA Inc.

California, U.S.A.

BANDAI S.A.

Cergy-Pontoise, France

BANDAI NAMCO Holdings UK LTD.

London, U.K.

BANDAI NAMCO ASIA CO., LTD.

Hong Kong, China(Notes) 1. On April 1, 2014, NAMCO BANDAI Holdings (USA) Inc. changed its trade name to
BANDAI NAMCO Holdings USA Inc., and on January 30, 2015, BANDAI (H.K.) CO.,LTD. changed its trade name to BANDAI NAMCO ASIA CO., LTD. In addition, on
April 1, 2015, BANDAI NAMCO Games Inc. changed its trade name to BANDAI
NAMCO Entertainment Inc.
2. On October 1, 2014, NAMCO LIMITED changed the location of its head office from
Ota-ku, Tokyo, to Minato-ku, Tokyo.
(6) Outline of Employees (As of March 31, 2015)(i)

Employees of the Group

Change from the End ofPrevious Fiscal Year
Toys and Hobby Business
2,356(2,344)
Increase of 60(Increase of 439)
Content Business
3,093
(641)
Increase of 23(Increase of 74)
Amusement Facility Business
1,066(3,787)
Decrease of 1
(Increase of 38)
Other Businesses
581
(541)
Decrease of 10(Increase of 82)
Corporate (Common)
125(15)
Decrease of 2
(–)
Total
7,221
(7,328)
Increase of 70(Increase of 633)
(Notes) 1. The number of employees refers to the employees actually at work.
2. The average numbers of temporary personnel employed for this fiscal year arepresented separately in parentheses.
3. The number of employees listed for “Corporate (Common)” is the number of
employees in the administration sector, etc. of the Company, BANDAI NAMCO
Holdings USA Inc., and BANDAI NAMCO Holdings UK LTD.
Business Segment

Number of Employees(ii) Employees of the Company
Change from
Average Years
the End of
Average Ageof Service
Previous Fiscal Year116 (15)
Decrease of 2 (–)
40.5
13.8
(Notes) 1. The number of employees refers to the employees actually at work.
2. The average number of temporary personnel employed for this fiscal year is presented
separately in parentheses.
3. In calculating the average years of service, with respect to the employees who havetransferred from other Group companies, including Bandai Co., Ltd. and BANDAI
NAMCO Games Inc. (currently BANDAI NAMCO Entertainment Inc.), to the
Number of
Employees

30Company, the aggregate number of each employee’s years of service at each company
is used for calculation.
(7) Principal Lenders (As of March 31, 2015)
Lenders
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Sumitomo Mitsui Banking Corporation
Mizuho Bank, Ltd.
Mitsubishi UFJ Trust and Banking Corporation(8) Other Important Matters of the GroupNot applicable.

31

Amount¥1,916 million¥1,210 million¥771 million¥240 million

2. Current Status of the Company(1)(i)

Status of Shares (As of March 31, 2015)
Total Number of Shares Issuable:

1,000,000,000 shares(ii) Total Number of Issued Shares:

222,000,000 shares(iii) Number of Shareholders:

60,942 (increase of 25,603 from the end of the previous
fiscal year)(iv) Major Shareholders (Top 10 Shareholders)Number of
Shares Held

Name of Shareholders
Japan Trustee Services Bank, Ltd. (Trust account)
The Master Trust Bank of Japan, Ltd.
(Trust account)
XIL, LTD.

Shareholding Ratio

11,297,700

5.14

10,685,900

4.86

6,000,000

2.73

Masaya Nakamura
The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust.
The Bank of Tokyo-Mitsubishi UFJ account)
MAL Ltd.

5,960,000

2.71

4,586,100

2.09

4,400,100

2.00

State Street Bank and Trust Company 505225

4,035,158

1.84

Nintendo Co., Ltd.

3,845,700

1.75

Goldman, Sachs & Co. Reg

3,844,605

1.75

MSCO Customer Securities
3,241,381
1.47(Notes) 1. The shareholding ratio is calculated after reduction of the number of treasury
stocks (2,203,082 shares).
2. Out of the above number of shares held, the numbers of shares relating to thetrust business are as follows:
Japan Trustee Services Bank, Ltd. (Trust account)
10,836,800 shares
8,413,600 shares
The Master Trust Bank of Japan, Ltd. (Trust account)
The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust. The Bank of
4,586,100 shares
Tokyo-Mitsubishi UFJ account)
3. The 4,586,100 shares owned by The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust. The Bank of Tokyo-Mitsubishi UFJ
account) were the shares of Bandai Co., Ltd. that were owned by UFJ Bank
(currently The Bank of Tokyo-Mitsubishi UFJ, Ltd.), entrusted for retirement
and severance benefits. Those shares were exchanged with the Company’s
shares through the share transfer on September 29, 2005, and The Bank ofTokyo-Mitsubishi UFJ directs the exercise of the voting rights pertaining tothose shares.

32

(2)

Stock Subscription Rights, etc.

(i)

Stock Subscription Rights Held by Company Directors and Audit & Supervisory Board
Members of the Company That Were Delivered as Consideration for the Execution of
Their Duties at the End of This Fiscal Year
Stock Subscription Rights as per Resolution Made at the Board of Directors Meeting
Held on May 21, 2013a.
Number of Stock Subscription Rights
211b.
Type and Number of Shares Underlying Stock Subscription Rights
21,100 shares of common stock (100 shares per stock subscription right)c.
Amount Paid for the Issuance of Stock Subscription Rights
No requirement to make paymentd.
Value of the Property to Be Contributed at the Time of Exercising Stock
Subscription Rights
100 yen per stock subscription right (1 yen per share)e.
Period During Which Stock Subscription Rights Can Be Exercised
From June 5, 2013 to June 4, 2033
f.
Conditions for Exercising Stock Subscription Rights
i) The stock subscription rights holders may exercise stock subscription rights
during the “Period During Which Stock Subscription Rights Can Be
Exercised,” limited to 10 days after the day following that on which theposition of the holder as either Director, Audit & Supervisory Board Member
or employee at the Company or a Group company was lost.
ii) If a stock subscription rights holder dies, his or her heir (limited to one
individual) shall exercise those rights.
iii) The transfer of stock subscription rights requires the approval of the Board of
Directors of the Company.
g.
Stock Subscription Rights Held by Company Directors and Audit & Supervisory
Board Members of the Company

HolderDirectors(excluding Outside
Directors)
Outside Directors
Audit & Supervisory
Board Members

Number of Stock
Subscription Rights

Number of Shares
Underlying Stock
Subscription Rights

Number of Holders

211

21,100

5

–

–

–

–

–

–

33

(ii)

Stock Subscription Rights Delivered to Directors of the Subsidiaries of the Company, as
Considerations for the Execution of Their Duties in This Fiscal Year
Not applicable.
(Reference)

Stock Subscription Rights Delivered to Directors of the Subsidiaries of the Company Prior
to This Fiscal Year
Seventh Issuance of Stock Subscription
RightsDate of resolution by the Board of Directors
May 21, 2013
Persons receiving rights; number of persons
6 Directors of subsidiaries of the Company
Type of stock; number of stock subscription Common stock; 15,000 shares (100 shares per
rights (*)
stock subscription right)
Date of delivery of stock subscription rights
June 5, 2013
Amount paid
No requirement to make payment
Value of the property to be contributed upon 100 yen per stock subscription right (1 yen
exercising stock subscription rights
per share)
Period during which stock subscription rights
From June 5, 2013 to June 4, 2033
can be exercised(*) In the above, the number of stock subscription rights is stated by converting the number
into the number of shares underlying the stock subscription rights.

34

(3)

Directors and Audit & Supervisory Board Members of the Company(i)

Directors and Audit & Supervisory Board Members (As of March 31, 2015)
Title

Responsibilities in the Company and
Major Concurrent Positions

Name

President and Representative Shukuo Ishikawa
Director
Executive Vice President and Kazunori Ueno
Representative Director
Director
Shuji Ohtsu

Director

Yuji Asako

Director

Satoshi Oshita

Director

Hitoshi Hagiwara

Director

Nobuo Sayama

Director

Tomohisa Tabuchi

Director

Yuzuru Matsuda

Full Time Audit &Supervisory Board Member
Full Time Audit &Supervisory Board Member
Audit & Supervisory Board
MemberKazuo Asami

Audit & Supervisory Board
MemberKatsuhiko Kamijo

Responsible for the Toys and Hobby SBU
President and Representative Director of Bandai Co., Ltd.
Division General Manager of the Group Administrative
Headquarters
President and Representative Director of BANDAI
NAMCO Holdings USA Inc.
Division General Manager of the Corporate Planning
Division
Responsible for the Content SBU
President and Representative Director of BANDAI
NAMCO Games Inc.
President of BANDAI NAMCO (SHANGHAI) CO., LTD.
Responsible for the Amusement Facility SBU
President and Representative Director of NAMCO
LIMITED
Professor, Graduate School of International Corporate
Strategy (ICS), Hitotsubashi University
Representative Director of Integral Corporation
Attorney-at-Law
Partner in STW & Partners
Outside Audit & Supervisory Board Member of Rakuten
Bank, Ltd.
Outside Director of Accordia Golf Co., Ltd.
Outside Director of KUBOTA Corporation
Head of Kato Memorial Bioscience Foundation

Katsuhiko Kohtari

Certified Public Accountant

Osamu Sudoh

Attorney-at-Law
Partner in Sudoh & Takai Law Offices
Outside Director of Rakuten Bank, Ltd.
Outside Director of Accordia Golf Co., Ltd.
Outside Audit & Supervisory Board Member of
MITSUI-SOKO HOLDINGS Co., Ltd.
Professor at Faculty of Law of Teikyo University
Outside Audit & Supervisory Board Member of HASEKO
Corporation

35

(Notes) 1. Directors Nobuo Sayama, Tomohisa Tabuchi and Yuzuru Matsuda are Outside
Directors.
2. Full Time Audit & Supervisory Board Member Katsuhiko Kohtari and Audit &Supervisory Board Members Osamu Sudoh and Katsuhiko Kamijo are Outside Audit &Supervisory Board Members.
3. Full Time Audit & Supervisory Board Member Katsuhiko Kohtari is a certified public
accountant and has considerable knowledge of finance and accounting.
4. Audit & Supervisory Board Member Osamu Sudoh has considerable experience withbankruptcy issues as an attorney-at-law and has the deep knowledge of finance andaccounting necessary to engage in such bankruptcy issues.
5. Audit & Supervisory Board Member Katsuhiko Kamijo has many years of familiarity
with tax affairs, is certified tax accountant, and has considerable knowledge of tax
issues.
6. The Company has appointed Outside Directors Nobuo Sayama, Tomohisa Tabuchi and
Yuzuru Matsuda and Outside Audit & Supervisory Board Members Katsuhiko Kohtari,
Osamu Sudoh, and Katsuhiko Kamijo as Independent Directors/Auditors as defined in
the rules of the Tokyo Stock Exchange and has filed therewith the notification regarding
their appointments.
7. On April 1, 2015, BANDAI NAMCO Games Inc. changed its trade name to BANDAI
NAMCO Entertainment Inc.
(ii) Directors and Audit & Supervisory Board Members Who Retired or Were Dismissed
during This Fiscal Year
Not applicable.
(iii) Remuneration, etc. Paid to Directors and Audit & Supervisory Board Members
Total Amount of Remuneration, etc., Paid During This Fiscal Year
Number of People
Amount of Remuneration, etc.
Directors
9¥436 million
Audit & Supervisory Board
6¥67 million
MembersTotal
15¥504 million(Outside Directors and Outside
Audit & Supervisory Board(8)(¥88 million)
Members)(Notes) 1. There are no employees serving as Directors.
2. At the 1st Ordinary General Meeting of Shareholders held on June 26, 2006, it was
resolved that the remuneration limit for Directors must be 700 million yen per fiscal
year, of which 350 million yen is the limit for base remuneration and the remaining 350
million yen is the limit for cash bonus. In addition, at the Seventh Ordinary General
Meeting of Shareholders held on June 18, 2012, it was resolved that the upper limit on
their stock option remuneration is 120 million yen per year.
3. At the Ordinary General Meetings of Shareholders for Bandai Co., Ltd. and NAMCO
LIMITED (currently BANDAI NAMCO Entertainment Inc.) held on June 23, 2005 andon June 25, 2005 respectively, it was resolved that the remuneration limit for Audit &Supervisory Board Members must be 8 million yen per month.

36

(iv) Matters Concerning Outside Directors and Outside Audit & Supervisory Board Membersa.

Status of Major Concurrent Positions of Other Companies, etc. and Relationships
Between Those Companies, etc. and the Company
Major concurrent positions of Outside Directors and Outside Audit & Supervisory Board
Members are as stated in “(i) Directors and Audit & Supervisory Board Members” onpage 36.
Moreover, there are no special relationships between the Company and the entities withwhich Outside Directors and Outside Audit & Supervisory Board Members haveconcurrent positions.

b.

Main Activities in This Fiscal Year
(Directors)
Board of Directors Meetings(Held 18 times)
Number of
Meetings
Attended

Nobuo
SayamaTomohisa
TabuchiYuzuruMatsuda

18

18

14

Statements Made at
Board of Directors Meetings

Attendance Rate

100.0%

Provided advice and proposals by giving opinions,etc. based on his wealth of experience and position
as a corporate officer and from his profoundscholarly knowledge via his teaching activities in
the field of corporate strategy to ensure theappropriateness and validity of decisions of theBoard of Directors.

100.0%

Provided advice and proposals by giving opinions,etc. primarily from his position as an
attorney-at-law to ensure the appropriateness andvalidity of decisions of the Board of Directors.

100.0%

Provided advice and proposals by giving opinions,etc. reflecting his broad view on overallmanagement based on his wealth of experience andposition as a corporate officer to ensure theappropriateness and validity of decisions of theBoard of Directors.

(Note) Since Yuzuru Matsuda was elected at the Ninth Ordinary General Meeting of
Shareholders held on June 23, 2014, and thus, the number of Board of Directors
Meetings on which his attendance rate is based differs from that of other Outside
Directors. There have been 14 Board of Directors Meetings since he assumed theoffice of Director.

37

(Audit & Supervisory Board Members)
Board of Directors
Meetings(Held 18 times)
NumberofAttendance
Meetings
Rate
Attended

KatsuhikoKohtari

Osamu
Sudoh

KatsuhikoKamijo18

18

14

100.0%

100.0%

100.0%

Audit & Supervisory
Board Meetings(Held 14 times)
NumberofAttendance
Meetings
Rate
Attended

14

14

11

Statements Made at
Board of Directors Meetings andAudit & Supervisory Board Meetings

100.0%

Provided advice and proposals bygiving opinions, etc. primarily fromhis position as a certified public
accountant to ensure theappropriateness and validity ofdecisions of the Board of Directors andthe Audit & Supervisory Board.

100.0%

Provided advice and proposals bygiving opinions, etc. primarily fromhis position as an attorney-at-law toensure the appropriateness and validityof decisions of the Board of Directors
and the Audit & Supervisory Board.

100.0%

Provided advice and proposals bygiving opinions, etc. based on his
wealth of experience dealing with tax
affairs and from his profound scholarly
knowledge via his teaching activities
in tax affairs to ensure theappropriateness and validity ofdecisions of the Board of Directors andthe Audit & Supervisory Board.

(Note) Since Katsuhiko Kamijo was elected at the Ninth Ordinary General Meeting of
Shareholders held on June 23, 2014, and thus, the numbers of Board of Directors
Meetings and Audit & Supervisory Board Meetings on which his attendance rates are
based differ from that of other Outside Audit & Supervisory Board Members. There
have been 14 Board of Directors Meetings and 11 Audit & Supervisory Board
Meetings since he assumed the office of Audit & Supervisory Board Member.
c.

Summary of Contracts Concerning Limited Liability
Not applicable.

d.

Total Amount of Remuneration, etc. Paid to Directors and Audit & Supervisory Board
Members by the Parent Company and Subsidiaries, etc.
Not applicable.

38

(4)

Accounting Auditors(i)Name: KPMG AZSA LLC(ii)

Amount of Remuneration, etc.
Amount of Remuneration, etc.

Amount of Remuneration, etc. for Accounting Auditors¥76 million
for This Fiscal Year
Total in Money and Other Financial Benefits to Be Paidby the Company and Its Subsidiaries to Accounting¥235 million
Auditors(Notes) 1. BANDAI NAMCO Holdings USA Inc., BANDAI S.A., BANDAI NAMCO Holdings
UK LTD., and BANDAI NAMCO ASIA CO., LTD., among major subsidiaries of theCompany, are audited (within the meaning of being audited as required by theCompanies Act and Financial Instruments and Exchange Act or the equivalent laws andregulations in other countries) by audit firms (including entities overseas withqualifications equivalent to those of a Japanese audit firm) other than the Company’s
Accounting Auditor.
2. Under the audit agreement between the Company and its Accounting Auditor, there isno clear distinction between the amount of remuneration, etc., for audits under theCompanies Act and that under the Financial Instruments and Exchange Act; furthermore,
it is practically impossible to make such distinction. Therefore, the amount of
remuneration, etc., for Accounting Auditors for this fiscal year described above is thetotal amount of remuneration, etc., for these audits.
(iii)

Non-Auditing Operations

The Company commissioned the Accounting Auditor to provide support for introducing
CAAT (Computer Assisted Audit Techniques), which is outside the scope of operations
provided for in Article 2, Paragraph 1 of the Certified Public Accountants Act, and paid
remuneration for this service.
(iv)

Policy on Removal or Non-Renewal of an Accounting Auditor

If the Audit & Supervisory Board judges that action is necessary, such as in cases where the
Accounting Auditor’s execution of its duties is impeded, the Audit & Supervisory Board will
determine the contents of a proposal to be submitted to the General Meeting of Shareholders
regarding the removal or non-renewal of the Accounting Auditor.
In addition, if the items stipulated in the matters set forth in Article 340, Paragraph 1 of theCompanies Act are deemed applicable to the Accounting Auditor, the Accounting Auditor will
be removed based on the agreement of all Audit & Supervisory Board members. If this occurs,an Audit & Supervisory Board Member selected by the Audit & Supervisory Board will report
the fact of the Accounting Auditor’s removal and the reason for the removal at the first
General Meeting of Shareholders held after the removal.
(v)

Summary of Contracts Concerning Limited Liability

Not applicable.

39

(5)

Systems for Ensuring the Properness of Operations

The following outlines decisions regarding the basic policy for the structure of internal control
systems.
In response to the enforcement of the Act on Partial Revision of the Companies Act (Act No.
90 of 2014) on May 1, 2015, the Company has revised the basic policy for the structure ofinternal control systems.
(i) Systems to Ensure that the Execution of the Duties by Directors, etc. and Employees of
the Company and Its Subsidiaries Is in Compliance with the Laws and Regulations and the
Articles of Incorporationa.

The Company shall set in place the Group’s Corporate Philosophy and Group
Compliance Charter, ensure that Directors and employees of the Company and its
subsidiaries are familiar with them, and always pay due attention to ensure they carry out
their duties lawfully and fairly.

b.

Directors of the Company shall report periodically to the Board of Directors on the
structure and operating status of internal control systems.

c.

The Company shall install a Director in charge of compliance who is responsible forsupervision of compliance overall based on its compliance regulations, and establish a
structure ensuring that the Company and the entire Group abides by the law, behaves
ethically, and complies with internal regulations.

d.

Should violations of compliance or suspicions thereof occur within the Group, theCompany shall immediately convene the Group Risk Compliance Committee with theCompany’s President and Representative Director as its chair to discuss and decide how
the issue should be handled.

e.

Overseas, an overseas regional headquarters shall be determined for each region to
manage risk and support compliance.

f.

Internal reporting systems including an internal consultation point, an external
consultation point comprising external legal advisors, and the Audit & Supervisory Board
Members hotline, which enables reporting directly delivered to the Audit & Supervisory
Board Members, shall be put in place in the Company and its major subsidiaries.

g.

The Internal Auditing Division shall be established independently of the executive
sections in the Company and its major subsidiaries to work towards maintaining theproperness of execution of operations through internal audits.

(ii) Systems for Preserving and Managing Information Related to Directors’ Execution of
Their Dutiesa.

The Company shall establish regulations concerning document management and ensure(i) the centralized collection and management of minutes of several kinds of meetings,
contracts and other documents, and (ii) appropriate safekeeping and management ofimportant documents including documents circulated for approval in each department.
The Company shall have a system to ensure that Directors and Audit & Supervisory
Board Members may peruse those documents at any time.

b.

The Company shall establish regulations concerning information security as a part ofGroup management. These regulations will provide for a system to ensure appropriate
safekeeping and preservation of information.

40

(iii) Regulations Concerning Management for Risk of Loss of the Company and Its
Subsidiaries and Other Systemsa.

The Company shall establish regulations concerning risk management and compliance asa part of Group management. Throughout the Group, we will work to prevent risk and to
discover risk factors as rapidly as possible.

b.

When risk arises, the Company shall convene the Group Risk Compliance Committee
without delay to minimize the impact of risk on our business by responding to risk
quickly and in an appropriate manner.

c.

Anticipating the occurrence of situations that could cause drastic damage to the
management of the Group through a major disaster or the like, the Group shall define thebasic policy for a Business Continuity Plan (BCP) for the Group, and formulate a BCP
for the Group and organize a Business Continuity Management (BCM) system to achieve
rapid recovery and restart of operations. Directors and employees of the Company and its
subsidiaries shall be made aware of this.

(iv) Systems to Ensure that Directors, etc. of the Company and its Subsidiaries Execute theirDuties Efficientlya.

The Company shall assign each subsidiary into strategic business units (SBUs)
categorized by business segment, and appoint a Director and lead company in charge ofeach SBU in order to improve efficiency of business operations based on the division ofduties, chain of command structure, authorities and competencies, decision making
frameworks and other regulations regarding structure within the Group.

b.

The Company shall formulate a Mid-term Plan with a period of three business years forthe entire Group and each SBU, and determine the budget for each business year basedon those Mid-term Plans.

(v) Systems Concerning Reporting Matters Regarding Execution of Duties of Directors, etc.
of Subsidiaries to the Companya.

The Company shall establish meetings such as SBU Quarterly Report Meetings andGroup Management Meetings, and put in place a system for reporting inside the Groupand decision making.

(vi) Other Systems to Ensure Proper Business Behavior by the Company and its Subsidiariesa.

The Company shall revise the Group Compliance Charter as appropriate in response torevisions to laws and regulations and changes in the social context surrounding the Group,and shall ensure that the contents of the Charter are made thoroughly known to Directors,
etc. and employees of the Company and its subsidiaries through distributing theCompliance Book and through training.

b.

The Company and its subsidiaries shall endeavour to improve and standardise businessprocesses considering the importance of effectiveness and efficiency in business
operations, and shall evaluate and operate internal controls on financial reporting basedon related laws and regulations, etc.

41

(vii) Matters Regarding Employees Required by Audit & Supervisory Board Members toAssist Their Duties, and Matters Regarding the Independence of such Employees fromthe Board of Directorsa.

b.

The Company shall provide a speedy response when Audit & Supervisory Board
Members ask the President and Representative Director to provide employees to assist
their duties. Where that employee simultaneously works for any other section, his or her
business duties pertaining to the Audit & Supervisory Board Members shall take priority.
The Company shall provide an opportunity for Directors and Audit & Supervisory Board
Members to consult in advance regarding personnel matters relating to such employees,
so as to ensure independence from the Board of Directors.

(viii) Matters Concerning Ensuring the Effectiveness of Instructions to Employees who Assist
the Audit & Supervisory Board Membersa.

The Company shall keep Directors and employees thoroughly informed that employees
who assist the Audit & Supervisory Board Members in their duties are under thecommand of the Audit & Supervisory Board Members.

(ix) System for Directors, etc. and Employees of the Company and its Subsidiaries to Reportto the Company’s Audit & Supervisory Board Membersa.

Directors, etc. and employees of the Company and its subsidiaries shall report to the
Audit & Supervisory Board promptly with regard to matters prescribed by laws andregulations, other matters likely to have a major impact on the Company and the Group,and matters related to the current status of internal audits and compliance.

b.

Directors, etc. and employees of the Company and its subsidiaries shall report promptly
and appropriately when requested to do so by an Audit & Supervisory Board Member of
the Company regarding the performance of their duties.

c.

The Company shall put in place an Audit & Supervisory Board Members Hotline toallow reports to be made directly to the Company’s Audit & Supervisory Board Members
as an internal reporting system.

(x)

System for Ensuring that Persons Making Reports to Audit & Supervisory Board
Members shall not be Treated Disadvantageouslya.

The Company shall prohibit the disadvantageous treatment of persons who have reported
or consulted with Audit & Supervisory Board Members, and shall state that clearly in theGroup Risk Compliance Regulations and make it thoroughly known to Directors, etc. andemployees of the Company and its subsidiaries.

(xi) Matters Regarding Policies Pertaining to Procedures for Advance Payments or
Reimbursement of Expenses Arising in the Performance of Duties by Audit &Supervisory Board Members and Other Payment of Expenses and Liabilities Arising in
the Performance of Said Dutiesa.

The Company shall immediately pay expenses or liabilities where an Audit &Supervisory Board Member has requested advance payments or reimbursement ofexpenses arising in the performance of his or her duties, excluding cases where they were
not considered necessary for the performance of said duties.

42

(xii) Other Systems to Ensure the Effectiveness of Audits Conducted by the Audit &Supervisory Board Membersa.

Directors of the Company shall formulate a system whereby Audit & Supervisory Board
Members can attend important meetings, and ensure that a system exists whereby they
can meet periodically or on an ad hoc basis with Directors and employees, and cooperatewith Internal Audit Division and Accounting Auditors.

b.

Subsidiaries of the Company shall install an appropriate number of Audit & Supervisory
Board Members according to their scale, business category, etc., and ensure that there aresystems in place wherein Audit & Supervisory Board Members of subsidiaries reportperiodically to the Audit & Supervisory Board Members of the Company.

(Note)The basic policy for the internal control system to express suitability in the Audit Report isthe unrevised the basic policy that existed during this fiscal year.

43

(6)
(i)

Basic Policy Concerning Control of the Company
Content of Basic Policy

The Corporate Value of the Group
Guided by our vision of becoming “The Leading Innovator in Global Entertainment,” theGroup mission is to continue to offer “Dreams, Fun and Inspiration,” through entertainment, topeople throughout the world.
Emerging victoriously in the global competition of the fast-changing world of entertainment
requires not only construction of a solid management foundation but also the creation ofentertainment constantly predicting the changes of times and environments. Such creation isclosely linked to raising the corporate value of the Company.
Therefore, in determining what and how a person or entity controlling decisions on thefinancial and business policies should be, the Company should take the enhancement of thecorporate value into account.
What and How a Person or Entity Controlling Decisions on the Financial and Business
Policies Should Be
We believe that a person or entity controlling decisions on financial and business policies
should be the one who sufficiently understands the importance of the above kind ofmanagerial vision and mission of the Group, the managing resources, such as content, that
support the accomplishment of that vision and mission, and the importance of various
stakeholders related to the Company, and who maximizes the corporate value of the Company
and its shareholders’ common interests over the mid- to long-term.
Therefore, we believe that, in the event that any person or entity that attempts to acquirelarge quantities of the Company’s shares falls under any of the following and would harm theCompany’s corporate value for such reason, such person or entity is inappropriate to control
the decisions of the Company’s financial and business policies:
・ Any person or entity who could clearly harm the Company’s corporate value,・ Any person or entity who forces shareholders to sell their shares in a hurry by creating a
disadvantageous situation if they do not accept a takeover proposal, or・ Any person or entity that does not provide the Company with the information or the timerequired for making decisions.
(ii) Details of Engagement
The Board of Directors of the Company, to whom the shareholders have entrusted the
management of the Company, is engaged in the following efforts to implement the Group’s
basic policy.
Steps to Increase the Corporate Value of the Group・Promoting the Mid-term Plan
Under the Mid-term Plan implemented from April 2012 to March 2015, the Grouppursued various strategies around the “IP Axis Strategy.” On the business front, specificmeasures aimed at the regional characteristics of each market were pursued. Japan, where
the Group has secured a certain level of market share, was set as the “Basic Business Area,”
and we aimed to further expand our existing share and revenue utilising the strengths ofeach business operation. North America and Europe, set as the “Profit Recovering Area,”
had revenue recovery as its first priority, and also aimed towards stabilising revenue. In
Asia, set as the “New Growth Area,” we focused on strengthening expansion of eachbusiness operation, and aimed to grow around the pillars of new business operations and44

regions. Under the three-year Mid-term Plan that started in April 2015 we will further
strengthen the “IP Axis Strategy” to expand the value of our IPs based on the Mid-term
Vision of “NEXT STAGE: Empower, Gain Momentum and Accelerate Evolution” taking
light of the effects and issues arising in the previous Mid-term Plan, through taking
advantage of the worldview and unique characteristics of our IPs and providing the bestproducts and services at the best possible times. In addition, aiming towards growing in the
global market, we will further strengthen business development in the area of high growthpotential, which is Asia. Advancing these policies based on our Mid-term Plan, we aim to
move to the next stage as an entertainment corporate group.
・Strengthening Corporate Governance
The president and representative director of each major company responsible for each
SBU also serves on the Company’s Board of Directors, to strengthen the collaborative
efforts between the holding company and the operating companies and between theoperating companies and to facilitate speedier decision-making as a Group. In addition, theCompany is working to strengthen management oversight functions by having three
Outside Directors.
・Promoting Efficient Management
The Group has put in place standards for business reconstruction; it has reinforced
systems for continuous monitoring in order to discern business trends more swiftly, and ismaking swift decisions on restructuring businesses or withdrawing from them, based on
in-house indicators. In addition, the Group is working towards cost reductions bystandardizing processes across the Group as a whole and is promoting managerial
efficiency.
・Reinforcing Personnel Strategies
Aiming for business growth in overseas markets, the Group is strengthening its global
systems for acquiring and training personnel. In addition, the Group is driving forward a
proactive system for personnel exchanges within the Group to invigorate its humanresources.
・ Reinforcing CSR (Corporate Social Responsibilities) Activities
The Group, as an enterprise delivering “Dreams, Fun, and Inspiration,” has defined“Group-wide CSR Initiatives” that include three types of responsibilities; “Environmental
and Social Contribution Responsibilities,” “Economic Responsibilities,” and “Legal andEthical Responsibilities (compliance),” and is promoting a variety of CSR activities.
・Proactive IR Activities
The Group discloses information in a timely and appropriate manner in accordance with
the Financial Instruments and Exchange Act and rules prescribed by the Tokyo Stock
Exchange. We aim to be a highly transparent corporation that clearly provides shareholders
with information concerning management strategies and business directions. The Group thus
works to provide ample opportunities, for instance, company information meetings andfinancial information meetings for the president and representative director and otherexecutives of the Company to explain directly to both foreign and Japanese individual
investors, institutional investors, stock analysts, etc.
・Proactive Policy for the Return of Profits to Shareholders
The Company places the return of profits to shareholders as one of its highest priorities in
its management. The Company assumes that its basic policy is to further strengthen the45Group’s competitiveness and, while maintaining a sound financial status, to achieve regular
distributions of dividends and improvement in the Company’s corporate value. In concreteterms, the Company will provide a return to shareholders that targets a consolidated payout
ratio of 30%, based on stable annual dividend payments of 24 yen per share.
In addition, its fundamental policy is that part of any profit, after deduction of dividends,
may be used to acquire treasury stock, upon comprehensive consideration of the amount offunds on hand, performance trends, recent share price trends, the existence or nonexistence ofmajor investment proposals, and other factors.
Takeover Defenses
At present, the Company has taken no specific measures as takeover defenses. The Group
regards implementing our management and business strategies in accordance with the measures
to increase the corporate value of the Group and aiming to increase the corporate value of theGroup as a whole as a substantial defense against inappropriate takeovers.
That said, since the Group is entrusted by shareholders as the management of the Group, we
will study and develop a system of takeover defenses in anticipation of situations in which an
inappropriate entity or person might emerge to have decision-making power over theCompany’s financial and business policies.
In concrete terms, in the event an inappropriate bidder emerges, the management team will
not take steps to guard its own interests against the takeover offer by the bidder, but will
construct a system that enables the Company to judge from the perspective of improving
corporate value first. The Company will continue to study takeover defenses by utilizing stock
subscription rights, etc. with a close eye on legal and social trends.
(Note)In this Business Report, fractional amounts less than the indicated unit amount are rounded
down for sums of money and numbers of shares, while percentages and other values arerounded off to the nearest figure.

46

Consolidated Balance Sheet(As of March 31, 2015)(Millions of yen)AmountASSETS
Current assets
Cash and time deposits
Trade receivables
Finished goods and merchandiseWork in process
Raw materials and supplies
Deferred tax assets
Other current assets
Allowance for doubtful receivables
Total current assets

153,541
87,875
14,56323,183
5,164
8,953
24,689(455)
317,516

Fixed assets
Property, plant and equipment
Buildings and structures
Amusement facilities and machines
Land
Other property, plant and equipment
Total property, plant and equipment
Intangible assets
Investments and other assets
Investment securities
Net defined benefit asset
Deferred tax assets
Other investments and assets
Allowance for doubtful receivables
Total investments and other assets
Total fixed assets
TOTAL ASSETS

13,111
13,704
11,956
14,48753,26010,27532,855143
11,651
17,082(1,022)60,710124,247
441,76347

(Millions of yen)AmountLIABILITIESCurrent liabilities
Trade payables
Accounts payable-otherAccrued income taxes
Provision for directors’ bonuses
Provision for losses from business restructuring
Provision for sales returns
Other current liabilities
Total current liabilities

57,257
24,760
7,063
1,260
94
984
31,714
123,136

Long-term liabilities
Net defined benefit liability
Deferred tax liabilities for land revaluation
Other long-term liabilities
Total long-term liabilities
TOTAL LIABILITIES

7,999
468
6,647
15,114
138,250NET ASSETSStockholders’ equity
Common stock
Additional paid-in capital
Retained earnings
Treasury stock
Total stockholders’ equity

10,00052,246244,274(2,403)
304,118

Accumulated other comprehensive income
Unrealized gains or losses on other securities, net of tax
Deferred gains or losses on hedges, net of tax
Land revaluation, net of tax
Foreign currency translation adjustments
Remeasurements of defined benefit plans
Subscription rights to shares
Minority interests
TOTAL NET ASSETSTOTAL LIABILITIES AND NET ASSETS(1,224)
6,757
1,300(5,695)(1,542)(2,045)44575
303,512441,76348

Consolidated Statements of Operations(From April 1, 2014 to March 31, 2015)

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Equity in gain of affiliated companies
Foreign exchange gain
Interest on refund
Other non-operating income
Non-operating expenses
Interest expense
Sales discounts
Provision of allowance for doubtful accounts
Loss on investments in partnerships
Other non-operating expenses
Recurring income
Extraordinary income
Gain on sales of investment securities
State subsidy
Other extraordinary income
Extraordinary loss
Loss on impairment of fixed assets
Other extraordinary loss
Income before income taxes and minority interests
Corporate income, inhabitant and enterprise taxes
Adjustment for income taxes
Income before minority interests
Minority interests in income
Net income

49(Millions of yen)Amount565,486
352,373
213,112
156,791
56,320
3,484
180
460
1,025
530
505
782
421
73
59
90
139
57
59,383
798
510
122
165
3,697
2,867
830
56,484
18,813(157)

18,65537,828239
37,588

Consolidated Statement of Changes in Net Assets (From April 1, 2014 to March 31, 2015)(Millions of yen)
Stockholders’ equity
Additional paid-in
capitalCommon stock
Balance as of April 1, 2014

10,000Retained earnings

52,245

Treasury stock

214,416

Cumulative effects ofchanges in accounting
policies

Total stockholders’equity(2,390)274,271(37)

Restated balance

10,00052,245(37)

214,379(2,390)274,233

Changes during the period
Cash dividends(7,693)(7,693)

Net income

37,58837,588Purchase of treasury stock
Disposal of treasury stock0

Changes in treasury stock
accompanying
changes to holdings incompanies to which theequity method is applied
Net changes in the period
other than changes instockholders’ equity
Total changes during theperiodBalance as of March 31,
2015

(13)

(13)

0

1

0

0

–

0

29,895(12)

29,88410,00052,246244,274(2,403)

304,118

Accumulated other comprehensive income
Unrealized gains Deferred gains
Landor losses onor losses onrevaluation, net
other securities,
hedges,of taxnet of tax
net of tax

Balance as of April 1, 2014

6,226

194

(5,743)Foreigncurrencytranslation
adjustments(5,145)

Total
Subscription
Remeasurements accumulated
rights to sharesof definedotherbenefit plans comprehensive
income(2,282)(6,749)44

Minority
interests

385

Cumulative effects ofchanges in accounting
policies
Restated balance

Total net assets

267,951
(37)

6,226

194

(5,743)(5,145)(2,282)(6,749)44385

267,914

Changes during the period
Cash dividends(7,693)

Net income

37,588Purchase of treasury stock(13)

Disposal of treasury stock

1

Changes in treasury stock
accompanying
changes to holdings incompanies to which theequity method is applied
Net changes in the period
other than changes instockholders’ equity
Total changes during theperiodBalance as of March 31,
2015

0

531

1,105

47

3,603

237

5,524

–

189

5,714

531

1,105

47

3,603

237

5,524

–

189

35,598

6,757

1,300

(5,695)(1,542)(2,045)(1,224)

44575

303,51250

Notes to Consolidated Financial Statements
All sums are shown in millions of yen and have been rounded down.
I.

Notes to Important Information Constituting the Basis for Preparation of Consolidated Financial
Statements
1. Information Concerning the Scope of Consolidation(1)(i)

Status of Consolidated Subsidiaries:
Total Number of Consolidated Subsidiaries:
65 companies(ii) Names of Principal Consolidated Subsidiaries:
Bandai Co., Ltd., BANDAI NAMCO Games Inc., NAMCO LIMITED,BANDAI NAMCO Holdings USA Inc., BANDAI S.A., BANDAI NAMCO
Holdings UK LTD. and BANDAI NAMCO ASIA CO., LTD.
NAMCO BANDAI Holdings (USA) Inc. changed its trade name to BANDAI
NAMCO Holdings USA Inc. and BANDAI (H.K.) CO., LTD. changed its tradename to BANDAI NAMCO ASIA CO., LTD.
(iii) Changes in the Scope of Consolidation
Since BANDAI NAMCO Entertainment Malaysia Sdn. Bhd. and BANDAI NAMCO(SHANGHAI) CO., LTD. were newly established in this consolidated fiscal year, they areincluded within the scope of consolidation.
Since BNDeNA Inc. and BANDAI (GUANGZHOU) CO., LTD., which wereconsolidated subsidiaries in the fiscal year ended March 31, 2014, were liquidated, andsince the Company disposed of shares of Vicious Cycle Software, Inc., these companies
have been excluded from the scope of consolidation.
(2)(i)

Status of Non-Consolidated Subsidiaries:
Names of the Principal Non-Consolidated Subsidiaries:
SHANGHAI NAMCO LTD. and BANDAI LOGIPAL (H.K.) LTD.

(ii) Reason for Exclusion from the Scope of Consolidation:
Non-consolidated subsidiaries have been excluded from the scope of consolidation. As
the scale of the business conducted by each of those companies is small and the total
assets, net sales, net income or loss and retained earnings, etc. corresponding to theownership held by the Company of each non-consolidated subsidiary have no material
impact on the consolidated financial statements.

51

2. Information Concerning Application of the Equity Method(1)

Status of Non-Consolidated Subsidiaries and Affiliated Companies to Which the Equity Method
Was Applied:(i)

Number of Non-Consolidated Subsidiaries and Affiliated Companies to Which the
Equity Method Was Applied:
7 companies(ii) Names of the Principal Non-Consolidated Subsidiaries and Affiliated Companies toWhich the Equity Method Was Applied:
Non-consolidated subsidiary:

SHANGHAI NAMCO LTD.

Affiliated companies:

Happinet Corporation, Sotsu Co., Ltd. andPeople Co., Ltd.

(iii) Changes in Affiliated Companies to Which the Equity Method Was Applied
Since the Company newly invested in Anime Consortium Japan Inc. during thisconsolidated fiscal year, this company is included within the scope of application of theequity method.
(2)

Status of Non-Consolidated Subsidiaries and Affiliated Companies to Which the Equity Method
Was Not Applied:(i)Name of the Principal Companies, etc.:
BANDAI LOGIPAL (H.K.) LTD.

(ii) Reason the Equity Method Was Not Applied to the Company:
The equity method was not applied to this company, because it was deemed thatthe exclusion of the company from the application of the equity method would
have little, and no material impact on the consolidated financial statements of theCompany and it seemed unimportant as a whole in consideration of thecompany’s net income or loss and retained earnings, etc. corresponding to theCompany’s equity share in it.
(iii) Special Notes Regarding Procedures for Applying the Equity Method
If any of the companies to which the equity method is applied has a fiscal year thatdiffers from the consolidated fiscal year, then the financial statements for the fiscal yearof that company are used.
3. Information Concerning the Fiscal Year, etc. for Consolidated Subsidiaries
The fiscal year closing dates for BANDAI (SHENZHEN) CO., LTD. and BANDAI NAMCO(SHANGHAI) CO., LTD. are December 31, and their financial data as of their respective
closing dates are used. The fiscal year closing date for Sun-Star Stationery Co., Ltd is June 30
and its financial data is based on a provisional closing as of December 31 pursuant toprocedures for the fiscal year-end closing.
Necessary adjustments on a consolidated basis are made when transactions of material
importance occur between the reported closing date and the consolidated closing date.
4. Information Concerning the Basis for Accounting Treatment(1)(i)

Valuation Basis and Methods for Significant Assets:
Valuation Basis and Methods for Securities:

52

Other securities:
Securities with market values:
Stated using the market price method based on amounts using market
prices, etc. on the closing date. (Valuation differences are reflected
directly in net assets and cost of sales is calculated using the moving
average method.)
Securities without market values:
Stated using the cost method based on the moving average method.
With respect, however, to contributions to limited partnerships forinvestment and similar partnerships (deemed to be securities under
Article 2, Paragraph 2 of the Financial Instruments and Exchange Act),
these are stated by the net amount corresponding to the Company’s
equity share, based on the most recent available financial reports
according to the date for settlement of accounts provided for in thepartnership agreement.
(ii) Derivative Transactions: Stated using the market price method.
(iii) Valuation Basis and Methods for Inventories:
Work in process, such as game software, etc.:
Stated using the cost method based on the specific-cost method. (The value
stated on the balance sheet was calculated by writing down the book value
based on declining profitability.)
Others:Domestic consolidated subsidiaries:
Generally, stated using the cost method based on the average method.
(The value stated on the balance sheet was calculated by writing down
the book value based on declining profitability.)
Overseas consolidated subsidiaries:
Generally, stated using the lower of cost or market method based on the
average method.
(2)(i)

Depreciation Methods for Significant Depreciable Assets:
Property, Plant and Equipment (Exclusive of leased assets):
The Company and domestic consolidated subsidiaries:
Generally stated using the declining-balance method.
However, for buildings (excluding equipment attached thereto) acquired on
or after April 1, 1998 and for part of the amusement facilities and machines,
etc., the straight-line method was used. The general useful life of property,
plant and equipment is as follows:
Buildings and structures:
3 to 50 years
Amusement facilities and machines:
3 to 15 years

53Overseas consolidated subsidiaries:
Stated using the straight-line method.
The general useful life of property, plant and equipment is as follows:
Buildings and structures:
5 to 50 years
Amusement facilities and machines:
3 to 7 years(ii) Intangible Assets (Exclusive of leased assets):
Stated using the straight-line method.
The general useful life of software is as follows:
Software (used internally):
1 to 5 years(iii) Leased Assets:
Stated using the straight-line method, with the useful life set to the lease period,
for a residual value of zero.
(3)(i)

Basis of Recognition for Significant Provision:
Allowance for Doubtful Receivables:
The allowance for doubtful receivables is provided for possible losses on
unrecoverable receivables. For ordinary receivables, the amount of the allowanceis based on the historical rate of loss. For receivables from debtors at risk ofbankruptcy and receivables from debtors in bankruptcy or under reorganization,etc., the amount of the allowance is based on individually estimatedunrecoverable amounts.

(ii) Provision for Directors’ Bonuses:
Accrued bonuses for directors are provided based on the estimated amounts to be
paid in respect of this consolidated fiscal year.
(iii) Provision for Losses from Business Restructuring:
Accrued losses on restructuring of operations are provided for estimated losses
on restructuring of operations.
(iv) Provision for Sales Returns:
Accrued losses on returned goods after the end of this consolidated fiscal year
are provided based on historic experience.
(4)(i)

Accounting Standards for Significant Income and Expense:
Video Game Software Revenue Recognition:
Consolidated subsidiaries operating in the United States recognized revenue inaccordance with “Software Revenue Recognition” of FASB AccountingStandards Codification No. 985-605, treating video game software with online
functions as software products with multiple-element arrangements. Unless thevendor can objectively and reasonably prove the fair value of undelivered
elements specified by the vendor, recording of any revenue attributable to video
game software is deferred until all the elements are delivered.

(ii) Video Game Software Production Costs:
A distinctive characteristic of video game software is the process through which
the software is highly combined with the content that cannot be separated into
identifiable components.

54

The content is considered to be an important component of each video game title,
which includes the game content and visual / music data. Once management
makes a decision to go forward in distributing a title, the Company records thesoftware and content development costs as work in process.
The capitalized production costs are amortized to cost of sales based on
projected sales volumes.
(5)(i)

Significant Accounting Policies for Hedging:
Accounting for Hedging:
The Company used deferred hedge accounting.
In cases where forward foreign exchange contracts meet certain hedging criteria,
they are accounted for under the allocation method.

(ii) Hedging Instruments and Hedged Items:
Hedging instruments:

Forward exchange contracts and currency option
contracts

Hedged items:

Foreign-currency-denominated assets and liabilities
and scheduled transactions(iii) Hedging Policies:
Hedging is implemented for the purpose of reducing risks arising fromfluctuations in exchange rates involved in operational and financing activities.
(iv) Method of Assessing the Effectiveness of Hedging:
The Company assesses the effectiveness of hedging transactions, in principle,
from the start of the transaction to the point at which effectiveness is assessed bycomparing the cumulative changes in the fair value or the cumulative changes in
the cash flows of the hedged item with the cumulative changes in the fair valueor the cumulative changes in the cash flows of the hedging instrument. In theevent that critical terms are the same for the hedging instrument and the hedged
assets, liabilities, or scheduled transaction, it is assumed that the hedge is 100%
effective, so the assessment of effectiveness is not performed.
(6)

Amortization of Goodwill
Goodwill is amortized over a five-year period using the straight-line method.

(7)
(i)

Other Important Information Constituting the Basis of Preparation of Consolidated Financial
Statements
Method of accounting for retirement benefits
a. Method of attributing expected retirement benefits to periods
In calculating the retirement benefit obligations, some of the consolidated subsidiaries
use the benefit formula basis in determining the amount of the expected retirement
benefit obligations attributed to the period up to the end of this consolidated fiscal year.
b. Method of recognizing actuarial gains and losses and past service costs
The entire amount of past service costs is recognized in gain or loss in the fiscal year
during which it arises, and is amortized on a straight-line basis over a period (10 years),
which is within the average remaining years of service of the eligible employees.
Actuarial gains and losses are recognized in gain or loss in the year following the year55

in which a respective gain or loss arises, and are amortized proportionally on astraight-line basis over a certain period (9 to 19 years) that is within the averageremaining period of service of the eligible employees.
c. The Company and certain consolidated subsidiaries use a simplified method in
calculating net defined benefit asset, net defined benefit liability, and periodic pension
cost under which retirement benefit obligations are principally based on accrued
benefits at the end of the year.
(ii) Accounting treatment of consumption tax:
Consumption tax is accounted for separately and is not figured into each listed
item.
(iii) Application of consolidated taxation system:
The Company has applied the consolidated taxation system.
II.

Notes to Changes in Accounting Policy(Application of Accounting Standard for Retirement Benefits, etc.)
For the Accounting Standard for Retirement Benefits (ASBJ Statement No. 26, May 17,2012) and Guidance on Accounting Standards for Retirement Benefits (ASBJ Guidance No.
25, March 26, 2015), the Company and its consolidated domestic subsidiaries haveadditionally applied the provisions set forth in the main clauses of paragraph 35 of the
Accounting Standard for Retirement Benefits and paragraph 67 of the Guidance on
Accounting Standard for Retirement Benefits effective from this consolidated fiscal year.
Accordingly, the Company and its consolidated domestic subsidiaries reviewed thecalculation of retirement benefit obligations and current service cost and changed the methodof attributing expected benefits to periods from the straight-line basis to the benefit formulabasis as well as amended the determination of discount rate from that determined based on
bonds with a maturity period approximate to the expected average remaining working lives of
employees to one that uses a single weighted average discount rate reflecting the estimatedtiming of retirement benefit payment and the estimated amount of each retirement benefit
payment.
The application of the Accounting Standard for Retirement Benefits and its Guidance is inaccordance with the transitional measures provided in paragraph 37 of the AccountingStandard for Retirement Benefits. Accordingly, the effect of the change in the calculation ofretirement benefit obligations and current service cost has been added to or deducted fromretained earnings as of the beginning of this consolidated fiscal year.
As a result of this application, as of the beginning of this consolidated fiscal year, net defined
benefit liability increased by 47 million yen, and retained earnings decreased by 37 million
yen. The effect of this application on operating income, recurring income and income before
income taxes and minority interests during this consolidated fiscal year is immaterial.
There has also been an immaterial effect on net assets per share, net income per share, and net
income per share (diluted).

III. Notes to Changes in Method of Presentation(Consolidated Balance Sheet)(1) “Short-term investments” (the balance of which at the end of this consolidated fiscal
year is 2,164 million yen), which had been stated separately until the previous
consolidated fiscal year, is included in “Other current assets” under “Current assets”
since it is at or below 1 percent of the total assets.
(2) “Short-term borrowings” (the balance of which at the end of this consolidated fiscal year
is 3,007 million yen), which had been stated separately until the previous consolidated

56

fiscal year, is included in “Other current liabilities” under “Current liabilities” since it isat or below 1 percent of the total liabilities and net assets.
(Consolidated Statements of Operations)(1) “Reversal of allowance for doubtful accounts” (the balance of which at the end of thisconsolidated fiscal year is 8 million yen), which had been stated separately until theprevious consolidated fiscal year, is included in “Other non-operating income” under“Non-operating income” since it is at or below 10 percent of the total non-operating
income.
(2) “Interest on refund,” which had been included in “Other non-operating income” under“Non-operating income” until the previous consolidated fiscal year, is stated separately
since it is above 10 percent of the total non-operating income for this consolidated fiscal
year. The total of “Interest on refund” for the previous consolidated fiscal year was 2
million yen.
(3) “Sales discounts,” which had been included in “Other non-operating expenses” under“Non-operating expenses” until the previous consolidated fiscal year, is stated separately
since it is above 10 percent of the total non-operating expenses for this consolidated
fiscal year. The total of “Sales discounts” for the previous consolidated fiscal year was
16 million yen.
(4) “Gain on sales of investment securities,” which had been included in “Other
extraordinary income” under “Extraordinary income” until the previous consolidated
fiscal year, is stated separately since it is above 10 percent of the total extraordinary
income for this consolidated fiscal year. The total of “Gain on sales of investment
securities” for the previous consolidated fiscal year was 11 million yen.
(5) “Loss on liquidation of business” (the balance of which at the end of this consolidated
fiscal year is 108 million yen) and “Provision for losses from business restructuring” (thebalance of which at the end of this consolidated fiscal year is 10 million yen), which had
been stated separately until the previous consolidated fiscal year, are included in “Other
extraordinary loss” under “Extraordinary loss” since they are at or below 10 percent of
the total extraordinary loss.
IV. Notes to Consolidated Balance Sheet
1. Assets pledged as collateral
Cash and time deposits
There are no liabilities associated with this collateral.
2. Amount of Accumulated Depreciation of Property, Plant and Equipment:¥102 million¥155,957 million

3. Guarantee Obligation:(1) The Company has guarantee obligations concerning borrowings from financial
institutions by companies other than consolidated companies.
ISHIMORI PRODUCTION INC.

¥149 million

Theater Company HIKOSEN¥64 million

Total¥213 million(2) The Company has guarantee obligations concerning obligations in leasing contracts ofcompanies other than consolidated companies.
BANDAI NAMCO WILL INC.

¥78 million

57

4. Land revaluation
A revaluation of land for business-use was implemented pursuant to the “Law Concerning
Land revaluation” (Law No. 34, March 31, 1998) and the revalued difference was recorded
under net assets.
Revaluation Method:
The fair value of land is determined based on official notice prices that arecalculated by the method assessed and published by the Commissioner of the
National Tax Agency. The Commissioner assesses and publishes the method to
calculate land value that forms the foundation for calculating taxable value for land
value tax prescribed in “Article 16 of Land Value Tax Law (Law No. 69, May 2,1991),” as stipulated in “Article 2-4 of the Ordinance Implementing the Law
Concerning Land revaluation (Cabinet Order No. 119, March 31, 1998).”
Reasonable adjustments are made to the official notice prices.
Revaluation Date: March 31, 2002
Difference between the market value of the revalued land at the end of this consolidated
fiscal year and the revaluated book value after the revaluation: negative 959 million yen.
V. Notes to Consolidated Statement of Changes in Net Assets
1. Type and Total Number of Shares Issued
Common stock

222,000,000 shares

2. Matters Concerning Distribution of Surplus(1)

Paid Dividend Amounts, etc.

Date of Resolution

June 23, 2014,
Ordinary General
Meeting of
Shareholders
November 6, 2014,
Board of Directors
Meeting(2)

Type ofsharesTotalamount ofdividends(millions ofyen)

Dividend pershare (yen)Date ofrecordEffective
date

Common
stock

5,055

23

March 31,2014

June 24,2014

Common
stock

2,637

12

September
30, 2014

December 8,
2014

Dividends with a Date of Record in This Consolidated Fiscal Year but an Effective Date in the
Following Consolidated Fiscal Year

Date of Scheduled
Resolution

Type ofsharesTotalamount ofdividends(millionsof yen)June 22, 2015,
Ordinary General
Meeting of
Shareholders

Commonstock

10,989Source ofdividends

Dividend
per share(yen)

Date ofrecordEffective
date

Retainedearnings

50

March 31,2015

June 23,
2015

58

3. Type and Number of Shares to be Issued upon the Exercise of Subscription Rights to Shares(excluding those whose exercise period has not yet commenced) as of March 31, 2015
Common stock

36,100 shares

VI. Notes Concerning Financial Instruments
1. Financial Instruments
The Group manages funds by means of highly secure financial instruments only andprocures funds through borrowing from banks and other financial institutions.
With regard to credit risk posed by customers with respect to trade receivables, which areoperating receivables, credit information on major customers is updated at least once a year,
to minimize such credit risk. Hedging is implemented as necessary through the use of
forward exchange contracts for the purpose of reducing risks arising from fluctuations in
exchange rates for foreign-currency-denominated operating receivables.
Shares, which are investment securities, are exposed to the risk of market pricefluctuations; their market values are checked once a quarter.
Part of trade payables, which are operating liabilities, is denominated in foreign
currencies and currency option contracts. Hedging is implemented as necessary through theuse of forward exchange contracts for the purpose of reducing risks arising fromfluctuations in exchange rates for foreign-currency-denominated operating liabilities.
Derivative transactions are executed and managed according to internal rules that
determine trading authority and limits on amounts traded; derivatives are used in ways thatminimize credit risk, and thus transactions are carried out only with highly creditworthy
financial institutions.
2. Market Values of Financial Instruments
The book values of financial instruments as stated in the consolidated balance sheet, theirmarket value as of March 31, 2015, and the difference between book value and market
value are as stated below. This table does not include assets for which it was judged
extremely difficult to assess the market value.
Book value
stated in theMarket value
Difference
consolidated(Millions of yen) (Millions of yen)balance sheet(Millions of yen)
(1) Cash and time deposits
153,541
153,541—(2) Trade receivables
87,87587,875—(3) Short-term investments andinvestment securities
1. Other securities
18,74518,745—
2. Stock of affiliated companies
9,196
16,3297,133
Total assets
269,358
276,492
7,133(1) Trade payables
57,25757,257—(2) Accounts payable-other
24,76024,760—(3) Accrued income taxes
7,063
7,063
—
Total liabilities
89,082
89,082—Derivative transactions (*)
2,074
2,074
—
(*) Debts and credits derived from derivative transactions are stated on a net basis. Items to berecorded as net debts in the total are enclosed in brackets.

59

(Notes) 1. Relevant matters of method of calculating the market value of financial instruments andsecurities and derivative transactions
Assets(1) Cash and time deposits, (2) Trade receivables
Since these are readily convertible into cash, their market value is almost identical withthe book value, and thus these are stated at the book value.
(3) Short-term investments and investment securities
Since MMF is readily convertible into cash, their market value is almost identical with thebook value; and these are stated at the book value. Stocks and others are stated at the priceon the stock exchange or the price as presented by counterparty financial institutions andothers.
Liabilities(1) Trade payables, (2) Accounts payable-other, (3) Accrued income taxes
Since these are readily convertible into cash, their market value is almost identical withthe book value; and thus these are stated at the book value.
Derivative transactions
The market value of derivative transactions is stated at the price as presented bycounterparty financial institutions and others.
2. Unlisted stocks (stated as 2,420 million yen in the consolidated balance sheet), stocks ofaffiliated companies (unlisted stocks) (stated as 4,246 million yen in the consolidatedbalance sheet), and contributions to investment partnerships (stated as 411 million yen in
the consolidated balance sheet) have no market price and it is extremely difficult toassess their market value, so they are not included in “(3) Short-term investments andinvestment securities.”

VII. Notes Concerning Per-Share Data
1. Net assets per share:¥1,378.77

2. Net income per share for this consolidated fiscal year:60¥171.10

Non-Consolidated Balance Sheet(As of March 31, 2015)(Millions of yen)AmountASSETS
Current assets
Cash and time deposits
Trade receivables
Prepaid expenses
Deferred tax assets
Accounts receivable-other
Other current assets
Total current assets

72,70379257
55
12,03096
85,221

Fixed assets
Property, plant and equipment
Buildings
Structures
Tools, furniture and fixtures
Construction in progress
Total property, plant and equipment
Intangible assets
Software
Other intangible assets
Total intangible assets
Investments and other assets
Investment securities
Investments in affiliated companies
Other investments and assets
Total investments and other assets
Total fixed assets
TOTAL ASSETS

0
92
480
29
602
2,127
53
2,180
18,301
226,632
1,593
246,527
249,310334,53161

(Millions of yen)AmountLIABILITIESCurrent liabilities
Short-term borrowings from affiliated companies
Short-term borrowings
Accounts payable-otherAccrued expenses
Accrued income taxes
Accrued consumption taxes
Provision for directors’ bonuses
Unearned revenue
Provision for stock-based compensation
Other current liabilities
Total current liabilities
Long-term liabilities
Long-term borrowings
Deferred tax liabilities
Accrued retirement and severance benefits
Long-term accounts payable - other
Other long-term liabilities
Total long-term liabilities
TOTAL LIABILITIESNET ASSETSStockholders’ equity
Common stock
Additional paid-in capital
Capital reserve
Other capital surplus
Retained earnings
Legal reserve
Other retained earnings
General reserve
Retained earnings carried forward
Treasury stock
Total stockholders’ equity
Valuation difference and foreign currency translation
adjustments
Unrealized gains or losses on other securities, netof taxTotal valuation difference and foreign currencytranslation adjustments
Subscription rights to shares
TOTAL NET ASSETSTOTAL LIABILITIES AND NET ASSETS

62

85,825
2,000
977
333
2,115
187
181
135
69
80
91,907
1,000
2,145
21
2,445
153
5,766
97,67410,000174,283
2,500
171,783
48,082
1,645
46,436
26,104
20,331(2,318)230,047

6,765
6,765
44
236,857
334,531Non-Consolidated Statements of Operations(From April 1, 2014 to March 31, 2015)(Millions of yen)Amount24,149Operating revenue
Dividend income from affiliatedcompanies
Business management income fromaffiliated companies
Operating expenses
General and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Rent income
Other non-operating income
Non-operating expenses
Interest expense
Expenses related to rental assets
Other non-operating expenses
Recurring income
Extraordinary income
Gain on sales of investment securities
Exchange gain on property dividends
Compensation income at affiliatedcompanies
Extraordinary loss
Loss on impairment of fixed assets
Loss on valuation of stocks of affiliatedcompanies
Loss on disposal of fixed assets
Other extraordinary loss
Loss before income taxes
Corporate income, inhabitant and enterprise
taxes
Adjustment for income taxes
Net loss

21,946
2,203
1,863
1,863
22,286
1,753
79
238
1,372
62
1,448
76
1,357
13
22,591
271
178
28
64
26,243228
25,945
14
55
3,381
367
(63)

63

303
3,685

Non-Consolidated Statement of Changes in Net Assets (From April 1, 2014 to March 31, 2015)(Millions of yen)
Stockholders’ equity
Additional paid-in capital
Commonstock

Retained earnings
Other retained earnings

Capitalreserve

Other
capitalsurplus

Total
additional
paid-in
capitalLegalreserve

2,500

171,783

174,283

1,645

Total
retainedearnings

Treasury
stock

Total
stockholders’equity(2,305)

241,437

Generalreserve

Retainedearnings
carriedforward26,10431,70959,460Cash dividends(7,693)(7,693)(7,693)Net loss(3,685)(3,685)(3,685)

Balance as of April 1, 2014

10,000Changes during the period

Purchase of treasury stock
Disposal of treasury stock
Net changes in the period
other than changes instockholders’ equity
Total changes during theperiodBalance as of March 31,
2015

0

0

(13)

(13)

0

1

–

–

0

0

–

–

(11,378)(11,378)(12)(11,389)

10,0002,500

171,783

174,283

1,645

26,104

20,331

48,082(2,318)230,047

Valuation difference and foreign currency translation
adjustments
Unrealized gains orlosses on other securities,
net of tax
Balance as of April 1, 2014

Total valuation difference
and foreign currencytranslation adjustments

5,578

5,578

Subscription rights
to shares

44

Total net assets

247,059

Changes during the period
Cash dividends(7,693)Net loss(3,685)Purchase of treasury stock(13)

Disposal of treasury stock

1

Net changes in the period
other than changes instockholders’ equity
Total changes during theperiodBalance as of March 31,
2015

1,187

1,187

–

1,187

1,187

1,187

–

(10,202)

6,765

6,765

44

236,85764

Notes to Non-Consolidated Financial Statements
All sums are shown in millions of yen and have been rounded down.
1. Notes Concerning Significant Accounting Policies(1)(i)

Valuation Basis and Methods for Assets:
Valuation basis and methods for securities:
Shares of Subsidiaries and Affiliated Companies:
Stated using cost method based on the moving average method.

(ii) Other Securities:
Securities with market values:
Stated using the market price method based on amounts using market prices, etc. on theclosing date. (Valuation differences are reflected directly in net assets and cost of sales iscalculated using the moving average method.)
Securities without market values:
Stated using cost method based on the moving average method.
With respect, however, to contributions to limited partnerships for investment andsimilar partnerships (deemed to be securities under Article 2, Paragraph 2 of the
Financial Instruments and Exchange Act), these are stated by the net amountcorresponding to the Company’s equity share, based on the most recent available
financial reports according to the date for settlement of accounts provided for in thepartnership agreement.
(2)(i)

Depreciation Methods for Fixed Assets:
Property, Plant and Equipment:
Stated using the declining-balance method.
The general useful life of property, plant and equipment is as follows:
Buildings
3 to 18 years
Structures
10 years
Tools, furniture and fixtures
2 to 15 years(ii) Intangible Assets:
Stated using the straight-line method.
The general useful life of intangible assets are as follows:
Software (used internally)
5 years(3)

Basis of Recognition for Provision:(i) Provision for Directors’ Bonuses:
The Company provides for directors’ bonuses based on estimated bonus payments inthis fiscal year.
(ii) Provision for stock-based compensation:
To prepare for expenses arising in the allotment of stock compensation-type stock
options, the amount predicted to arise in this business year is used as the basis for therecord.
(iii) Accrued Retirement and Severance Benefits:
The Company provides for retirement and severance benefits for employees based on
estimated retirement benefit obligations as of the end of this fiscal year.

65

(4)

Other Important Information Constituting the Basis of Preparation of Non-Consolidated Financial
Statements:(i) Accounting Treatment of Consumption Tax:
Consumption tax is accounted for separately and is not figured into each listed item.
(ii) Application of consolidated taxation system
The Company has applied the consolidated taxation system.
2. Notes to Non-Consolidated Balance Sheet(1)

Amount of accumulated depreciation of property, plant and equipment: ¥1,473 million(2)

Monetary claims and obligations with respect to affiliated companies(excluding amounts given in specific categories)
Short-term monetary claims on affiliated companies:
Short-term monetary obligations to affiliated companies:
Long-term monetary obligations to affiliated companies:¥11,955 million¥568 million¥2,445 million

3. Notes to Non-Consolidated Statements of Operations
Transactions with affiliated companies (excluding amounts given in specific categories)
Non-operating Transactions:Non-operating income¥1,418 million
Non-operating expenses¥81 million
4. Notes to Non-Consolidated Statement of Changes in Net Assets
The total number and type of treasury stock as of the end of this fiscal year
Common stock
2,203,082 shares
5. Notes Concerning Tax Effect Accounting
The main factors in the occurrence of deferred tax assets are denial of loss on valuation of stocks ofaffiliated companies and loss on valuation of investment securities, and they were recorded net ofvaluation allowance. The main factor in the occurrence of deferred tax liabilities is unrealized gains
or losses on other securities, net of tax.

66

6. Notes Concerning Transactions with Related Parties
Subsidiaries and Affiliated Companies, etc.
(Millions of yen)Type

Company

Bandai Co.,
Subsidiary
Ltd.

Ratio of voting
rights ownership

Holding directly
100.0%

Relationshipwith relatedpartiesContent

AmountAccount
items

Balance asof March
31, 2015

Borrowings(Note 1)

23,546

Short-termborrowings fromaffiliated companies

39,849Payment ofInterlocking interest
directorate Amountcollected due toapplication of
consolidated
taxation system
Borrowings(Note 1)BANDAI
Subsidiary NAMCO
Games Inc.

NAMCO
Subsidiary
LIMITEDBANDAI
Subsidiary VISUAL
CO., LTD.

Subsidiary

BanprestoCo., Ltd.

Subsidiary Sunrise Inc.

BANDAI
Subsidiary NAMCO
Studios Inc.

BANDAI
Subsidiary NAMCO
Online Inc.

Holding directly
100.0%

Holding directly
100.0%

Holding directly
100.0%

Holding indirectly
100.0%

Holding directly
100.0%

Holding indirectly
100.0%

Holding indirectly
100.0%

Payment ofInterlocking
interest
directorate
Loans(Note 2)
Receipt ofinterest
Borrowings
Interlocking (Note 1)
directorate
Payment ofinterest

–

–

–

–

–

13

–

–

5,126

Accounts
receivable-other

5,120

4,352

Short-termborrowings fromaffiliated companies

3,514

2

–

–

10,000

–

–

46

–

–

4,031

Short-termborrowings fromaffiliated companies

2

Borrowings(Note 1)

6,518

Payment ofinterest

3

Borrowings(Note 1)

6,378

Payment ofinterest

3

Borrowings(Note 1)

12,294

Payment ofinterest

7

Borrowings(Note 1)

8,646

Payment ofinterest

4

Borrowings(Note 1)

3,705

Payment ofinterest

2–
Short-termborrowings fromaffiliated companies–
Short-termborrowings fromaffiliated companies–
Short-termborrowings fromaffiliated companies–
Short-termborrowings fromaffiliated companies–
Short-termborrowings fromaffiliated companies
–

3,101
–
6,843
–
8,483
–
12,294
–
7,408
–
4,329
–

Conditions of transactions and policies for determining the conditions of transactions(Notes) 1. The borrowings are transactions made by the cash management system (CMS); the amountstated is the average balance during this fiscal year. The interest rate on these borrowings is,based on intra-Group regulations, determined reasonably, taking into account market interest
rates.
2. The interest rate on these loans is, based on intra-Group regulations, determined reasonably,
taking into account market interest rates.
7. Notes Concerning Per-Share Data
Net assets per share:
Net loss per share:¥1,077.42¥16.7767

Independent Auditor’s Report
May 19, 2015
The Board of Directors
BANDAI NAMCO Holdings Inc.
KPMG AZSA LLC
Toshihiro Otsuka (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Hiroo Iwaide (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Terukazu Nagamine (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

We have audited the consolidated financial statements, comprising the consolidated balance
sheet, the consolidated statements of operations, the consolidated statement of changes in net
assets and the related notes of BANDAI NAMCO Holdings Inc. as at March 31, 2015 and for theyear from April 1, 2014 to March 31, 2015 in accordance with Article 444-4 of the Companies
Act.
Management’s Responsibility 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 suchinternal control as management determines is necessary to enable the preparation of consolidated
financial statements that are free from material misstatements, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the consolidated financial statements based on our
audit as independent auditor. We conducted our audit in accordance with auditing standards
generally accepted in Japan. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the consolidated financial statements. The procedures selected depend on our
judgment, including the assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In making those risk assessments, weconsider internal control relevant to the entity’s preparation and fair presentation of theconsolidated financial statements in order to design audit procedures that are appropriate in thecircumstances, while the objective of the financial statement audit is not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of theconsolidated financial statements.
68

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion.
OpinionIn our opinion, the consolidated financial statements referred to above present fairly, in allmaterial respects, the financial position and the results of operations of BANDAI NAMCO
Holdings Inc. and its consolidated subsidiaries for the period, for which the consolidated
financial statements were prepared, in accordance with accounting principles generally acceptedin Japan.
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed
pursuant to the provisions of the Certified Public Accountants Law of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’sReport as required by the Companies Act.

69

Independent Auditor’s Report
May 19, 2015
The Board of Directors
BANDAI NAMCO Holdings Inc.
KPMG AZSA LLC
Toshihiro Otsuka (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Hiroo Iwaide (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Terukazu Nagamine (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

We have audited the non-consolidated financial statements, comprising the non-consolidatedbalance sheet, the non-consolidated statements of operations, the non-consolidated statement ofchanges in net assets and the related notes, and the supplementary schedules of BANDAI
NAMCO Holdings Inc. as at March 31, 2015 and for the year from April 1, 2014 to March 31,
2015 in accordance with Article 436-2-1 of the Companies Act.
Management’s Responsibility for the Financial Statements and Others
Management is responsible for the preparation and fair presentation of the non-consolidated
financial statements and the supplementary schedules in accordance with accounting principles
generally accepted in Japan, and for such internal control as management determines is necessary
to enable the preparation of financial statements and the supplementary schedules that are freefrom material misstatements, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial statements and the supplementaryschedules based on our audit as independent auditor. We conducted our audit in accordance withauditing standards generally accepted in Japan. Those standards require that we plan and performthe audit to obtain reasonable assurance about whether the non-consolidated financial statements
and the supplementary schedules are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the non-consolidated financial statements and the supplementary schedules. The
procedures selected depend on our judgment, including the assessment of the risks of material
misstatement of the non-consolidated financial statements and the supplementary schedules,
whether due to fraud or error. In making those risk assessments, we consider internal control
relevant to the entity’s preparation and fair presentation of the non-consolidated financial
statements and the supplementary schedules in order to design audit procedures that areappropriate in the circumstances, while the objective of the financial statement audit is not forthe purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit
70

also includes evaluating the appropriateness of accounting policies used and the reasonablenessof accounting estimates made by management, as well as evaluating the overall presentation of
the non-consolidated financial statements and the supplementary schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion.
OpinionIn our opinion, the non-consolidated financial statements and the supplementary schedules
referred to above present fairly, in all material respects, the financial position and the results ofoperations of BANDAI NAMCO Holdings Inc. for the period, for which the non-consolidated
financial statements and the supplementary schedules were prepared, in accordance withaccounting principles generally accepted in Japan.
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed
pursuant to the provisions of the Certified Public Accountants Law of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’sReport as required by the Companies Act.

71

Audit & Supervisory Board’s Report
Audit Report
We, the Audit & Supervisory Board, prepared this audit report, as a unanimous opinion of all
members of the Audit & Supervisory Board, on the execution of duties by Directors during the 10th
fiscal year from April 1, 2014 to March 31, 2015, based on audit reports prepared by each Audit &Supervisory Board Member.
1. Method and Content of Audits by Audit & Supervisory Board Members and the Audit &Supervisory Board
We devised the 10th auditing plan (auditing policies, duties assigned to each Audit & Supervisory
Board Member and auditing methods), received reports on the progress on, and results of, audits fromeach Audit & Supervisory Board Member, as well as reports on the execution of their duties from
Directors, etc. and the Accounting Auditor, and requested explanations as necessary.
Each Audit & Supervisory Board Member communicated with the Directors, the internal auditing
division, and other employees, etc., in accordance with the internal regulations established by the Audit& Supervisory Board, such as Audit & Supervisory Board’s regulations, Audit & Supervisory Board
Members’ regulations, auditing standards for internal control system, and the above-mentioned
auditing plan, to collect information and improve the auditing environment. We attended the meetingsof the Board of Directors and other significant meetings, received reports on the execution of duties
from Directors and employees, etc., obtained explanations thereof as necessary, viewed documents
concerning important decisions, and investigated the conditions of operations and assets of theCompany. We also periodically received reports from Directors and employees, etc., requested
explanations as necessary, and expressed opinion, regarding the development and operation of internal
control systems that were organized based on decisions by the Board of Directors in relation to thedevelopment of a system to ensure that the execution of duties by Directors and other operations of theCompany as described in the business reports were in conformity with applicable laws and regulations
and the Company’s Articles of Incorporation, and a system stipulated in Article 100, Paragraphs 1 and
3 of the Enforcement Ordinance of the Companies Act. We further examined the content of basic
policies (Article 118, Item 3-(a) of the Enforcement Ordinance of the Companies Act) and actions(Article 118, Item 3-(b) of the Enforcement Ordinance of the Companies Act) described in business
reports based on the meetings of the Board of Directors and other discussions. Regarding theCompany’s subsidiaries, we communicated and shared information with the Directors and the Audit &Supervisory Board Members, etc. of the subsidiaries, and received reports on their business asnecessary from them. Using the aforementioned method, we examined the business reports andsupplementary statements for this fiscal year under review.
Furthermore, we monitored and verified that the Accounting Auditor remained independent andperformed audits appropriately, received reports on the execution of its duties from the Accounting
Auditor and requested explanations as necessary. We were also notified that a “system for ensuring theproper execution of duties” (as per Article 131 of the Corporate Accounting Rules) was organized inaccordance with “Quality Control Standards for Auditing” (October 28, 2005, Business Accounting
Council), and requested explanations as necessary. Using the aforementioned method, we examined
non-consolidated financial statements (non-consolidated balance sheet, non-consolidated statements ofoperations, non-consolidated statement of changes in net assets, and notes thereto), their supplementarystatements and consolidated financial statements (consolidated balance sheet, consolidated statementsof operations, consolidated statement of changes in net assets, and notes thereto) for this fiscal year
under review.

722. Results of the Audit(1) Audit Results of business reports, etc.
(i) We confirm that the business reports and its supplementary statements fairly represent thecondition of the Company and are in conformity with the applicable laws and regulations andthe Articles of Incorporation of the Company.
(ii) We confirm that, with respect to the execution of duties by Directors, there are no fraudulent
acts, or material facts that violate applicable laws and regulations or the Articles ofIncorporation.
(iii) We confirm that the decisions made by the Board of Directors with regard to internal control
systems are proper. We recognize that there is nothing to be cited with respect to thedescription of those internal control systems in the business reports and the execution ofduties by Directors.
(iv) We confirm that there is nothing to be cited in respect of the basic policy described in thebusiness reports concerning what and how a person or entity controlling decisions on thefinancial and business policies of the Company should be. We confirm that actions (Article
118, Item 3-(b) of the Enforcement Ordinance of the Companies Act) described in thebusiness reports are in accordance with this basic policy and that these actions do not damage
our Group’s value and shareholders’ common interest, nor serve to maintain the position of
the directors of the Company.
(2) Audit Result of non-consolidated financial statements and their supplementary statements.
We confirm that the methods and the results of the audit by KPMG AZSA LLC, the Accounting
Auditor of the Company, are appropriate.
(3) Audit Result of consolidated financial statements
We confirm that the methods and the results of the audit by KPMG AZSA LLC, the Accounting
Auditor of the Company, are appropriate.
May 20, 2015
Audit & Supervisory Board
BANDAI NAMCO Holdings Inc.
Standing Audit & Supervisory
Kazuo Asami
Board Member(Seal)

Standing Audit & Supervisory
Board Member(Outside Audit & Supervisory
Board Member)

Katsuhiko Kohtari(Seal)

Audit & Supervisory Board
Member(Outside Audit & Supervisory
Board Member)

Osamu Sudoh(Seal)

Audit & Supervisory Board
Member(Outside Audit & Supervisory
Board Member)

Katsuhiko Kamijo(Seal)

END

73