NAMCO BANDAI
Holdings Inc.
Notice of the Ninth Ordinary General Meeting of Shareholders
to be held on June 23, 2014
An English translation of the original notice in Japanese

DISCLAIMER
The following is an English translation of the Japanese original “Notice of the Ninth Ordinary General
Meeting of Shareholders of NAMCO BANDAI Holdings Inc.” which meeting is to be held on June 23, 2014.
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 2, 2014
4-5-15 Higashi-Shinagawa, Shinagawa-ku, Tokyo
NAMCO BANDAI Holdings Inc.
President and Representative Director
Shukuo Ishikawa
Dear Shareholders,
NOTICE OF THE NINTH ORDINARY GENERAL MEETINGOF SHAREHOLDERS
You are cordially invited to attend the Ninth Ordinary General Meeting of
Shareholders of NAMCO BANDAI 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 21, 2014.
Meeting Details
1. Date and Time:

June 23, 2014 (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 theNinth Fiscal Year (from April 1, 2013 to March 31, 2014)
2. Report on the Contents of the Non-Consolidated Financial Statements for theNinth Fiscal Year (from April 1, 2013 to March 31, 2014)
Matters to be Resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendment to the Articles of Incorporation
Proposal No. 3: Election of Nine (9) Directors
Proposal No. 4: Election of Four (4) Audit & Supervisory Board Members
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 19.
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 NINTH 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 21, 2014.
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 21, 2014.
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 ¥11 per share to the stable year-end dividend of ¥12 pershare, to pay a year-end dividend of ¥23 per share for this ninth fiscal year.
Since the Company paid an interim dividend of ¥12 per share on December 9, 2013,
the total annual dividend for the fiscal year will be ¥35 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 ·············· ¥23
Total amount of dividends································· ¥5,055,438,272(iii) Effective date of distribution of surplus (dividend):
June 24, 2014

* The current English name of NAMCO BANDAI Games Inc. referred to in this document
hereinafter is BANDAI NAMCO Games Inc., following a change in its English name.

5Proposal No. 2: Partial Amendment 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 Amendment
The trade name of the Company in English specified in the current Article 1 (TradeName) of the Articles of Incorporation is to be changed from NAMCO BANDAI
Holdings Inc. to BANDAI NAMCO Holdings Inc. in order to strengthen the Bandai
Namco brand’s appeal, and increase its value, in Japan and internationally.
2. Detail of the Amendment
The detail of the proposed amendment in content is as follows.
(Amendment shown by underlines.)
Current Articles
Proposed Amendment(Trade Name)(Trade Name)

Article 1

Article 1(Unchanged)

The Company shall be called
Kabushiki Kaisha BANDAI NAMCO
Holdings.
2.

In English it shall be NAMCO
BANDAI Holdings Inc.

2.

6

In English it shall be BANDAI
NAMCO Holdings Inc.

Proposal No. 3: Election of Nine (9) Directors
Since the terms of office of the nine (9) Directors of the Company will expire as of theclose of this General Meeting of Shareholders, the Company requests the election of nine (9)Directors.
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:

Shukuo Ishikawa(April 15, 1955)
1

Number of theCompany’s
Shares Owned
40,000 Shares

Jun. 1999:
President andRepresentative
Director

Apr. 2005:
Apr. 2006:
Jun. 2006:
Apr. 2009:
Apr. 2010:
Apr. 2012:7

Career Summary
Joined NAMCO LIMITED(currently BANDAI NAMCO Games
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.
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.

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1977:
Apr. 1991:

Kazunori Ueno
(September 16,
1953)
2
Number of theCompany’s
Shares Owned
79,550 Shares

Joined Bandai Co., Ltd.
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 &Hobby Company and Chief Gundam
Officer (CGO) of Bandai Co., Ltd.
Jun. 2005:
President and Representative Director ofBandai Co., Ltd., and Chief Gundam
Officer (CGO) (current position)
Sep. 2005:
Director of the Company
Jun. 2007:
Director in charge of Toys and Hobby
SBU of the Company
Apr. 2012:
Executive Vice President andRepresentative Director in charge ofToys and Hobby SBU of the Company(current position)(Major concurrent positions)
President and Representative Director of Bandai Co.,
Ltd.

Executive Vice
President andRepresentative
Directorin charge ofToys and
Hobby SBU

8

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
20,500 Shares

Yuji Asako(January 18,
1966)
4
Number of theCompany’s
Shares Owned
19,500 Shares

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)(Major concurrent positions)
President and Representative Director of BANDAI
NAMCO Holdings USA Inc.
Apr. 1986:
Joined Bandai Co., Ltd.
Aug. 2005: General Manager, Accounting Division ofBandai Co., Ltd.
Sep. 2005:
Joined the Company, as General Managerof the Corporate Administration
Department
Apr. 2006:
Director, NAMCO BANDAI Games Inc.
Apr. 2008:
Executive Officer, Division General
Manager of Corporate Planning Divisionof the Company
Jun. 2010:
Director in charge of Corporate Planningand Division General Manager of the
Corporate Planning Division of theCompany
Jun. 2011:
Director and Division General Managerof the Corporate Planning Division of theCompany (current position)
Apr. 2014:
Director of NAMCO LIMITED (current
position)

Director andDivision
GeneralManager of theGroup
Administrative
Headquarters

Director andDivision
GeneralManager of the
Corporate
Planning
Division9

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Mar. 1976:
Apr. 1992:

Joined 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 NAMCO
BANDAI Games 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
NAMCO BANDAI Games Inc. (current
position)
Jun. 2012:
Director in charge of Content SBU of theCompany (current position)(Major concurrent positions)
President and Representative Director of BANDAI
NAMCO Games Inc.

Satoshi Oshita(July 3, 1953)
5

Number of theCompany’s
Shares Owned
33,900 Shares

Directorin charge ofContent SBU

10

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1978:

Joined NAMCO LIMITED(currently BANDAI NAMCO GamesInc.)
May 2002:
Leader of AM Manufacturing Group, AM
Company of NAMCO LIMITED
Apr. 2005:
Executive Officer and Head of AM
Control Division, AM Company of
NAMCO LIMITED
Apr. 2006:
Executive Officer and Vice President of
AM Company and Head of AM Control
Division of NAMCO BANDAI GamesInc.
Apr. 2009:
Senior Executive Officer and Division
Head of AM Business Division andGeneral Manager of AM Promotion andAdvertising Department of NAMCO
BANDAI Games Inc.
Apr. 2011:
Director in charge and General Managerof Amusement Sales Headquarters of
NAMCO BANDAI Games Inc.
Apr. 2013:
Managing Director in charge of Business
Management and General Manager ofAmusement Machine Business
Management Group of NAMCO
BANDAI Games Inc.
Apr. 2014:
Executive Officer in charge ofAmusement Facility SBU of theCompany (current position)
Director of BANDAI NAMCO Games
Inc. (current position)
President and Representative Director of
NAMCO LIMITED* (current position)(Major concurrent positions)
President and Representative Director of NAMCO
LIMITED** Newly established company through theincorporation-type company split of NAMCO
LIMITED (currently BANDAI NAMCO GamesInc.)

Hitoshi Hagiwara(April 8, 1959)
6(*)

Number of theCompany’s
Shares Owned
9,600 Shares-(*) A new candidate for Director of the Company

11

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1976:
Jul. 1987:

7

Joined TEIJIN LIMITED
Joined Mitsui Bank, Ltd. (currently
Sumitomo Mitsui Banking
Corporation)
Dec. 1998:
Resigned from The Sakura Bank,
Limited (currently Sumitomo Mitsui
Banking Corporation)
Jan. 1999:
Representative Director of UNISONCAPITAL, Inc.
Apr. 2004:
Assistant Professor, Graduate School ofInternational Corporate Strategy (ICS),
Hitotsubashi University
Outside Director
Representative Director of GCA Co,
Ltd. (currently GCA Savvian
Corporation)
Nobuo Sayama
Apr. 2005:
Professor, Graduate School of(December 3,
International Corporate Strategy (ICS),
1953)
Hitotsubashi University
Director(current position)
Oct. 2005:
Representative Director of Mezzanine
Number of the
Corporation
Mar. 2008:
Managing Director of GCA Savvian
Company’sGroup Corporation (currently GCA
Shares Owned
Savvian Corporation)--- Shares
Representative Director of Integral
Corporation (current position)
Jun. 2011:
Outside Director of the Company(current position)
Outside Director of LAC Holdings, Inc.
(currently LAC Co., Ltd.) (current
position)(Major concurrent positions)
Professor, Graduate School of International Corporate
Strategy (ICS), Hitotsubashi University
Representative Director of Integral Corporation
Outside Director of LAC Co., Ltd.
(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.

12

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1984:
Apr. 1991:

8

Admitted to the bar in Japan
Joined Mori Sogo Law Office(currently
Mori Hamada & Matsumoto)Outside Director
Jun. 2006:
Outside Audit & Supervisory Board
Member of NAMCO BANDAI Games
Tomohisa
Inc.
Apr.
2007:
Established STW & Partners
TabuchiPartnerof STW & Partners(December 9,(current position)
1957)
Director
Jun. 2011:
Outside Director of the Company(current position)
Jun. 2013:
Outside Audit & Supervisory Board
Number of theMember of Rakuten Bank, Ltd. (current
Company’s
position)
Shares Owned(Major concurrent positions)--- Shares
Attorney-at-Law, Partner of STW & Partners
Outside Audit & Supervisory Board Member of Rakuten
Bank, 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.

13

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary

Joined Kyowa Hakko Kogyo Co., Ltd.
(currently Kyowa Hakko Kirin Co.,
Ltd.)
Executive Officer and Head ofJun. 2000:
Pharmaceutical Research Institute of
Kyowa Hakko Kogyo Co., Ltd.
Managing Director and General
Jun. 2002:
Manager of Comprehensive Planning
Office of Kyowa Hakko Kogyo Co.,
Outside Director
Ltd.
Jun.
2003:
President and Representative Director of
Kyowa
Hakko Kogyo Co., Ltd.
Yuzuru Matsuda
Executive
Director of the Board,
Oct.
2008:
(June 25, 1948)
President and Chief Executive Officer
9of Kyowa Hakko Kirin Co., Ltd.
(*)
Mar. 2012:
Advisor of Kyowa Hakko Kirin Co.,
Number of theLtd.
Jun. 2012:
Head of Kato Memorial Bioscience
Company’s
Foundation(current position)
Shares Owned(Major concurrent positions)--- Shares
Head of Kato Memorial Bioscience Foundation(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.
(*) A new candidate for Director of the Company(Notes) 1. Each of Mr. Nobuo Sayama, Mr. Tomohisa Tabuchi and Mr. Yuzuru Matsuda is a candidate
for Outside Director of the Company. Mr. Nobuo Sayama and Mr. Tomohisa Tabuchi are
currently Outside Directors of the Company. As of the close of this General Meeting of
Shareholders, Mr. Nobuo Sayama and Mr. Tomohisa Tabuchi will have served about three
years. 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 19.) 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.
4. On April 1, 2014, NAMCO BANDAI Games Inc. changed its English name to BANDAI
NAMCO Games Inc. and NAMCO BANDAI Holdings (USA) Inc. changed its trade nameto BANDAI NAMCO Holdings USA Inc.
Apr. 1977:

14

Proposal No. 4: Election of Four (4) Audit & Supervisory Board Members
Since the terms of office of the four (4) Audit & Supervisory Board Members of theCompany will expire as of the close of this General Meeting of Shareholders, the Company
requests the election of four (4) Audit & Supervisory Board Members.
This Proposal has already been approved by the Audit & Supervisory Board.
The candidates for Audit & Supervisory Board Member of the Company are as follows:
Candidate
Name
Career Summary and Positions in the Company
No.
(Date of Birth)
Apr. 1978:
Joined NAMCO LIMITED(currently BANDAI NAMCO Games Inc.)
Jun. 1998:
General Manager of Group Control Division of NAMCO
LIMITED
Kazuo Asami
Apr. 2005:
Executive Officer and General Manager of Corporate(January 19,
Headquarters of NAMCO LIMITED1955)
Apr. 2006:
Director and General Manager of Corporate Headquarters of
NAMCO
BANDAI Games Inc.
1
Apr. 2008:
Executive Officer and Deputy Division General Manager of(*)
the Group Administrative Headquarters of the Company
Number of the
Director in charge of the Administrative Headquarters andCompany’s
General Manager of Administrative Headquarters of
Shares Owned
NAMCO LIMITED*
16,000 Shares
Apr. 2014:
Adviser of the Company (current position)*Newly established company through the incorporation-typecompany split of NAMCO LIMITED (currently BANDAI
NAMCO Games Inc.)(*) A new candidate for Audit & Supervisory Board Member of the Company

15

Candidate
No.

Name
(Date of Birth)
Outside Audit &Supervisory
Board Member

Career Summary and Positions in the Company
Apr. 1982:
Mar. 1986:
Aug. 1988:
Jun. 2005:
Jun. 2010:

KatsuhikoKohtari(January 19,
1960)

Joined Peat Marwick Mitchell & Co., an accounting firm
Licensed as a CPA
Joined the Chuo Shinko Audit Corporation
Full Time Audit & Supervisory Board Member of Bandai
Co., Ltd.
Full Time Audit & Supervisory Board Member of theCompany (current position)

2
Number of theCompany’s
Shares Owned
2,500 Shares(Reason for proposing Mr. Kohtari as a candidate for Outside Audit & Supervisory Board
Member and his competence as an Outside Audit & Supervisory Board Member)
Although he has not been involved in corporate management other than through serving as an
Outside Audit & Supervisory Board Member, the Company anticipates that, given his many
years of experience as a certified public accountant, he will be able to utilize his wealth ofknowledge and experience in finance and accounting in the audit system of the Company, andthus believes he will be able to perform the duties of an Outside Audit & Supervisory Board
Member appropriately.

16

Candidate
No.

Name
(Date of Birth)

Career Summary and Positions in the Company
Apr. 1980:
Apr. 1983:
Jun. 1999:
Jun. 2003:

3

Admitted to the bar in Japan
Partner in Tokyo Yaesu Law OfficePartner in Sudoh & Takai Law Offices (current position)
OutsideAudit & Supervisory Board Member of NAMCO
Outside Audit &LIMITED (currently BANDAI NAMCO Games Inc.)
SupervisorySep. 2005:
Outside Audit & Supervisory Board Member of theBoard Member
Company (current position)
Mar. 2006:
Outside Audit & Supervisory Board Member of NAMCO
LIMITED*
Jun. 2009:
Outside Director of eBANK Corporation (currently Rakuten
Osamu Sudoh
Bank, Ltd.) (current position)(January 24,
Jun. 2011:
Outside Audit & Supervisory Board Member of
MITSUI-SOKO
Co., Ltd. (current position)
1952)
Jun. 2012:
Outside Director of Accordia Golf Co., Ltd. (current
position)* Newly established company through the company split
Number of theof NAMCO LIMITED (currently BANDAI NAMCO
Company’s
Games Inc.)
Shares Owned(Major concurrent positions)8,200 Shares
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 Co., Ltd.
(Reason for proposing Mr. Sudoh as a candidate for Outside Audit & Supervisory Board
Member and his competence as an Outside Audit & Supervisory Board Member)
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
that, given his many years of experience as an attorney-at-law, he will be able to utilize his
wealth of knowledge and experience from a legal perspective in the audit system of theCompany, and thus believes he will be able to perform the duties of an Outside Audit &Supervisory Board Member appropriately.

17

Candidate
No.

Name
(Date of Birth)
Outside Audit &Supervisory
Board Member

KatsuhikoKamijo(September 17,
1951)
4
(*)

Career Summary and Positions in the Company
Apr. 1978:
Jul. 1986:
Jul. 2001:

Joined National Tax Agency
District Director of Suzuka Tax Office
Manager of Second Taxation Department of Tokyo Regional
Taxation Bureau
Jul. 2005:
Director (Information System Management) of National Tax
AgencyJul. 2008:
Regional Commissioner of Okinawa Regional Taxation
OfficeJul. 2009:
Commissioner of Nagoya National Tax Tribunal
Jul. 2011:Retired from National Tax Agency
Sep. 2011:
Professor at Faculty of Law of Teikyo University (current
position)
Jun. 2013:
Outside Audit & Supervisory Board Member of HASEKO
Corporation (current position)(Major concurrent positions)
Professor at Faculty of Law of Teikyo University
Outside Audit & Supervisory Board Member of HASEKO Corporation

Number of theCompany’s
Shares Owned--- Shares(Reason for proposing Mr. Kamijo as a candidate for Outside Audit & Supervisory Board
Member and his competence as an Outside Audit & Supervisory Board Member)
Although he has not been involved in corporate management other than through serving as an
Outside Audit & Supervisory Board Member, the Company anticipates that, given his many
years mastering tax affairs and administration, and given that he is a certified public tax
accountant, he will be able to utilize his wealth of knowledge and experience in taxation in theaudit system of the Company, and thus believes he will be able to perform the duties of an
Outside Audit & Supervisory Board Member appropriately.
(*) New candidate for Audit & Supervisory Board Member of the Company(Notes) 1. Each of Mr. Katsuhiko Kohtari, Mr. Osamu Sudoh and Mr. Katsuhiko Kamijo is acandidate for Outside Audit & Supervisory Board Member of the Company. Mr.
Katsuhiko Kohtari and Mr. Osamu Sudoh are currently Outside Audit & Supervisory
Board Members of the Company. As of the close of this General Meeting of
Shareholders, Mr. Katsuhiko Kohtari will have served about four years and Mr. Osamu
Sudoh about eight years and nine months. Liability Limitation Agreements under Article
427, Paragraph 1, of the Companies Act have not been concluded between each of themand the Company.
2. Independence as Outside Audit & Supervisory Board Member
The Company believes that Mr. Katsuhiko Kohtari, Mr. Osamu Sudoh and Mr. Katsuhiko
Kamijo, who are candidates for Outside Audit & Supervisory Board Member of theCompany, all satisfy the Company’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 19.) and thus have no risk of conflicts of interest with general shareholders andhave a high degree of independence. The Company has filed a notification with theTokyo Stock Exchange that each 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 Audit & Supervisory
Board Member and the Company.
4. On April 1, 2014, NAMCO BANDAI Games Inc. changed its English name to BANDAI
NAMCO Games Inc.

18

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 hereafter)
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.”
END

19

(Attached Document)
BUSINESS REPORTS(From April 1, 2013 to March 31, 2014)
1. Current Status of the Group(1) Business Status for This Fiscal Year(i)

Business Progress and Results

During this fiscal year, although there were some bright signs in the economic environment inJapan against a backdrop of economic policies and fiscal easing, such as improved corporate
profitability and individual consumption, the economic outlook remained uncertain due toconcerns about impacts of the consumption tax increase in April 2014 and other factors. In
North America and Europe also, individual consumption remained weak and the economic
environment continued to be uncertain due to confusion over fiscal policy and severe problems
with unemployment.
In this environment, the BANDAI NAMCO Group (“the Group”) implemented various
measures aimed at medium- to long-term growth, focusing on its IP* strategy, under theconcept of “Empower, Gain Momentum, Accelerate Evolution,” which is the vision of theGroup’s Mid-term Plan, started in April 2012. On the business front, sales were favorable in
the Content Business in areas including home video game software, visual and music content
and network content. In addition, the Toys and Hobby Business performed favorably,
particularly its long-established IP products in Japan. In the Amusement Facility Business, an
extraordinary loss was recorded in connection with the closure of unprofitable stores anddisposal of machines that were forecast to have low levels of usage.
Consequently, the Group’s consolidated results at fiscal year-end were net sales of 507,679
million yen (year-on-year increase of 4.2%), operating income of 44,672 million yen(year-on-year decrease of 8.2%), recurring income of 47,456 million yen (year-on-year
decrease of 5.0%), and net income of 25,054 million yen (year-on-year decrease of 22.6%).
* IP: intellectual property (including intellectual property of characters)(ii) Outline of Business by Business Segment(Millions of yen)
Year Ended
March 31,2013

Net SalesYear Ended
March 31,2014

Toys and Hobby

172,977

186,390

Increaseof 13,413

Content

263,595

278,408

Increaseof 14,813

36,43837,248

Increaseof 810

Amusement
Facility

60,18558,199Decreaseof 1,985

1,683

(897)

Decreaseof 2,581

Other

25,78827,350

Increaseof 1,562

1,692

1,646

Decreaseof 46

Eliminations
and Corporate(35,305)(42,670)

Decreaseof 7,364(2,427)(3,834)

Decreaseof 1,407

Consolidated

487,241

507,679

Increaseof 20,437

48,642

44,672

Decreaseof 3,970

Business
Segment

Change20

Operating Income (Loss)Year EndedYear Ended
March 31,
March 31,
Change2013
2014
Decrease
11,255
10,510of 745

Toys and Hobby BusinessIn the Toys and Hobby Business, in Japan, sales performed favorably thanks tocross-functional efforts undertaken across all businesses for long-established IP such as
Kyouryuger (the Power Rangers series), KAMEN RIDER GAIM and DOKIDOKI! PRETTY
CURE in addition to products of new IP Aikatsu! for girls. In addition, its new IP aimed atboys, Youkai Watch, was launched in January 2014, and has proved to be a very popular
product. Aside from that, the Group strived to broaden the variety of its target customers bysuch means as stepping up development of products for babies and pre-school children, andalso for adults, thereby steadily moving toward achieving our objective of becoming No. 1 ineach target and market in Japan by an overwhelming margin.
Overseas, in North America and Europe, products of the Power Rangers series sold steadily
but North America and Europe struggled overall. In the Asian region, toys, plastic models,collectable toys for adults and card products became popular thanks to developments inconjunction with Japan.
As a result, net sales in the Toys and Hobby Business were 186,390 million yen (year-on-yearincrease of 7.8%), and operating income was 10,510 million yen (year-on-year decrease of
6.6%).
Description of Business
Manufacturing and sales of toys, candy toys, production for vending machines, cards, plastic
models, apparel, sundries, etc.

Content BusinessLooking at the Content Business, in the area of home video game software, DARK SOULS II
for overseas and GOD EATER 2 for Japan were hits, while there were favorable repeat sales ofseveral products including Disney MAGIC CASTLE MY HAPPY LIFE and the TAIKO: DRUM
MASTER series, which was launched in the previous fiscal year.
In the area of network content, the key titles of social games such as ONE PIECE Grand
Collection, the Mobile Suit Gundam series and THE IDOL M@STER series sold stably, andapplications for smartphones such as the Mobile Suit Gundam series and online games
contributed to improve the performance as well.
In the area of visual and music content, strong sales were realized from multiple new titles
such as SPACE BATTLESHIP YAMATO 2199, LoveLive! School idol project and GIRLS und
PANZER, as well as animation related music titles. The Group strived to maximize IP value
through cross-functional efforts in the Content Business by linking products and services with
network functions and events.
As a result, net sales in the Content Business were 278,408 million yen (year-on-year increaseof 5.6%), and operating income was 37,248 million yen (year-on-year increase of 2.2%).
Description of Business
Planning, development and sales of home video game software, arcade game machines, andprizes for amusement machines, distribution services for network content, planning,production and sales of films, visual and music content software, distribution services foron-demand visual content, live entertainment operations, etc.

21Amusement Facility BusinessIn the Amusement Facility Business, in Japan, the Group newly opened three indoor themeparks as a measure to build a new business pillar to follow on from the existing amusement
facility businesses, while also promoting the development of differentiated facilities that offer
the experience of the Group’s distinctive worldview of specific IPs, but sales of existing
facilities declined to 93.8% of the level of the previous fiscal year.
As a result, net sales in the Amusement Facility Business were 58,199 million yen(year-on-year decrease of 3.3%), and operating loss was 897 million yen (compared to 1,683
million yen operating income in the previous fiscal year).
Description of Business
Operation of amusement facilities, etc.

Number of Facilities as of March 31, 2014
Directly Managed
Facilities
247

Revenue-Sharing
Facilities
1,044

Others

Total

4

1,295

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 27,350 million yen (year-on-year increaseof 6.1%), and operating income was 1,646 million yen (year-on-year decrease of 2.7%).
Description of BusinessTransportation and storage of products, management of real estate, printing, etc.

(iii) Capital Expenditures
In this fiscal year, the Group carried out 23,460 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.

22

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

9th Fiscal Year

6th Fiscal Year
(Year Ended
March 31, 2011)

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

8th Fiscal Year
(Year Ended
March 31, 2013)(Year Ended
March 31, 2014)

Net sales(Millions of yen)

394,178454,210487,241

507,679

Operating income(Millions of yen)

16,33834,606

48,642

44,672

Recurring income(Millions of yen)

16,39934,96049,97247,456

Net income(Millions of yen)

1,848

19,30332,38325,054

Net income per
share

¥7.71

¥85.62¥147.40¥114.05

Total assets(Millions of yen)308,269

342,171374,203

405,092

Net assets(Millions of yen)

213,693

213,125

248,769

267,951

Net assets per share¥896.83¥962.45¥1,124.45¥1,217.74

Classification

23(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%

NAMCO BANDAI
Games Inc.

¥ 10,000 million

100.0%

NAMCO LIMITED¥ 10,000 million

100.0%

Operation of amusement facilities, etc.

NAMCO BANDAI
Holdings (USA) Inc.

US$ 10100.0%

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

BANDAI S.A.

€ 21,690,000

100.0%

Regional headquarters company inEurope. Import and sales of toys, etc.

BANDAI NAMCO
Holdings UK LTD.

£ 29,500,000

100.0%

Pure holding company in the U.K.

HK$ 103,000,000

100.0%

Regional headquarters company in Asia.
Import, manufacturing and sales of toys,etc.

BANDAI (H.K.) CO.,LTD.

(Note) On January 31, 2014, NAMCO Holdings UK LTD. changed its trade name to BANDAI
NAMCO Holdings UK LTD. and on April 1, 2014, NAMCO BANDAI Holdings (USA) Inc.
changed its trade name to BANDAI NAMCO Holdings USA Inc. Also, NAMCO BANDAI
Games Inc. changed its English name to BANDAI NAMCO Games Inc. on April 1, 2014
but its Japanese name remains unchanged.
(4) Issues to be Addressed
The Group and this industry must address many important, long-term issues, including (i) thediversification of consumer 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 acquisition, development, 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 maximize the value of its individual
IP through holding meetings across the Group. It will also facilitate IP creation, acquisitionand development through, for example, creation of IP by its products and services andoperation of an IP posting system by the Group employees and so on.

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 types

24

of responsibilities: environmental and social contribution responsibilities, economic
responsibilities, and legal and ethical responsibilities. In accordance with these fundamental
principles, the Group CSR Committee, as well as the Group Risk Compliance Committee, theGroup Information Security Committee, and the Internal Control Committee hold meetingsand have been striving to implement a range of measures.
(ii) Issues Specific to Each SBU
Toys and Hobby SBU
This unit’s industry is facing issues, such as a “shrinking domestic market due to the fallingbirthrate” and “increasingly diverse consumer 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, while reinforcing its coordinated deployment
of IP popular in Japan in the rest of Asia. In the North American and European markets, inaddition to improving profitability through strengthening the expansion of its major IP, it isworking to expand its IP lineup and the regions in which it is operating, with a view toachieving medium-term growth. In addition, on the development and production side,
improvements in the value chain will enable more speedy and price-competitive productdevelopment.
Content SBU
This unit’s industry is facing issues that include “evolution of platforms and networks” and“increasingly diverse customer needs.” To address these issues, the unit is undertaking thefollowing initiatives. In the area of home video game software, in addition to providing
packages suited to IP characteristics and designed for the optimum platform, the unit is also
introducing new services integrated with networks. For arcade game machines, as well as
developing machines that offer enjoyable playing experiences that only arcade machines canoffer, the unit is diversifying sales methods and expanding sales in emerging countries,
particularly in Asia. In the area of network content, in addition to providing stable operation ofexisting titles, the unit is aggressively launching new services suited to changes in theenvironment. For visual and music content, while implementing selection and concentration
for sales titles, the Group will strive hard to create superior IP. On the development front, theunit will put in place and improve the development environment from a medium- andlong-term perspective, such as by implementing measures to respond swiftly to technologicalprogress and changes in the environment.
Amusement Facility SBU“Increasingly diverse consumer needs,” “weak individual consumption,” and “revision of
consumption tax rate” are among the issues for this unit’s industry. To address these issues,
domestically this unit will conduct business operations focusing on profitability within basic
business segments, and creating new business structures by enhancing the development offacilities to differentiate the Group, such as theme parks utilizing our IP and new forms of
amusement facilities blending our IP with sales of merchandise and food and drink. Overseas,
the unit will stably operate its business through continuing to select and concentrate businesses
and improve management efficiency.
We ask for our shareholders’ further assistance and guidance.

25(5) Principal Business Offices of the Group (As of March 31, 2014)(i)

The Company
Head Office

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

Taito-ku, Tokyo

NAMCO BANDAI Games Inc.
NAMCO LIMITED

Shinagawa-ku, Tokyo
Ota-ku, Tokyo

NAMCO BANDAI Holdings (USA) Inc.
BANDAI S.A.

California, U.S.A.
Cergy-Pontoise, France

BANDAI NAMCO Holdings UK LTD.
BANDAI (H.K.) CO., LTD.

London, U.K.
Hong Kong, China(6) Outline of Employees (As of March 31, 2014)(i)

Employees of the Group

Change from the End ofPrevious Fiscal Year
Toys and Hobby Business
2,296(1,905)
Increase of 126(Increase of 441)
Content Business
3,070
(567)
Increase of 131(Increase of 174)
Amusement Facility Business
1,067(3,749)Decrease of 43(Increase of 163)
Other Businesses
591
(459)
Decrease of 3
(Increase of 88)
Corporate (Common)
127(15)
Decrease of 43(Decrease of 6)
Total
7,151
(6,695)
Increase of 168(Increase of 860)
(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, NAMCO BANDAI
Holdings (USA) Inc., and BANDAI NAMCO Holdings UK LTD.
4. The increase in the number of employees listed for “Toys and Hobby Business” is due
to factors such as the widened scope of consolidation for Sun-Star Stationery Co., Ltd.
in this fiscal year, and the commencement of operations of the production plant at
BANDAI PHILIPPINES INC.
5. The increase in the number of employees listed for “Content Business” is due to factors
such as an increase in development personnel.
6. The fluctuation in the number of employees listed for “Amusement Facility Business”
is due to factors such as store openings and store closures.
7. The decrease in the number of employees listed for “Corporate (Common)” is mainly
due to transfers to other companies within the Group.
Business Segment

Number of Employees

26

(ii) Employees of the Company
Change from
Average Years
the End of
Average Ageof Service
Previous Fiscal Year
Decrease of 43
118 (15)
39.7
12.7(Decrease of 6)(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 NAMCO
BANDAI Games Inc., to the Company, the aggregate number of each employee’s yearsof service at each company is used for calculation.
4. The decrease in the number of employees is mainly due to transfers to other companies
within the Group.
Number of
Employees(7) Principal Lenders (As of March 31, 2014)
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.

27

Amount¥3,769 million¥2,875 million¥1,568 million¥600 million

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

Status of Shares (As of March 31, 2014)
Total Number of Shares Issuable:(ii) Total Number of Issued Shares:

1,000,000,000 shares
222,000,000 shares(iii) Number of Shareholders: 35,339(decrease of 7,461 from the end of the previous fiscal year)(iv) Major Shareholders (Top 10 Shareholders)Number of
Shares Held

Name of Shareholders

Shareholding Ratio

The Master Trust Bank of Japan, Ltd.
(Trust account)
Japan Trustee Services Bank, Ltd. (Trust account)

13,987,400

6.36

10,134,300

4.61

XIL, LTD.

6,000,000

2.73

Masaya Nakamura

5,960,000

2.71

MAL Ltd.

5,900,100

2.68

State Street Bank and Trust Company 505225

5,305,993

2.41

JP MORGAN CHASE BANK 385632
4,667,699
2.12
The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust.
4,586,100
2.09
The Bank of Tokyo-Mitsubishi UFJ account)
Nintendo Co., Ltd.
3,845,700
1.75
Northern Trust Company (AVFC) (Non-treaty
3,373,052
1.53
account)(Notes) 1. The shareholding ratio is calculated after reduction of the number of treasury
stocks (2,198,336 shares).
2. Out of the above number of shares held, the numbers of shares relating to thetrust business are as follows:
The Master Trust Bank of Japan, Ltd. (Trust account)
11,641,300 shares
9,771,200 shares
Japan Trustee Services Bank, 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.

28

(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
211
b． 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 payment
d． 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 acquisition 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

Directors(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

–

–

–

–

–

–

29

(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
Stock Subscription Rights as per Resolution Made at the Board of Directors Meeting
Held on May 21, 2013a.
Number of Stock Subscription Rights
150
b． Type and Number of Shares Underlying Stock Subscription Rights
15,000 shares of common stock (100 shares per stock subscription right)c.
Amount Paid for the Issuance of Stock Subscription Rights
No requirement to make payment
d． 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 acquisition rights requires the approval of the Board of
Directors of the Company.
g． Stock Subscription Rights Delivered to Directors of the Subsidiaries of theCompany
Number of Shares
Number of Stock
Number ofUnderlying Stock
Subscription Rights
Recipients
Subscription Rights
Directors of theSubsidiaries of the150
15,0006Company

30

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

Directors and Audit & Supervisory Board Members (As of March 31, 2014)
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
Director

Director

Director
Director

Director

Full Time Audit &Supervisory Board Member
Full Time Audit &Supervisory Board Member
Audit & Supervisory Board
MemberAudit & Supervisory Board
MemberResponsible 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 NAMCO
BANDAI Holdings (USA) Inc.
Yuji Asako
Division General Manager of the Corporate Planning
Division
Satoshi Oshita
Responsible for the Content SBU
President and Representative Director of NAMCO
BANDAI Games Inc.
Masahiro Tachibana Responsible for the Amusement Facility SBU
President and Representative Director of NAMCO
LIMITED
Manabu Tazaki
Outside Director of STUDIO ALICE CO., LTD
Nobuo Sayama
Professor, Graduate School of International Corporate
Strategy (ICS), Hitotsubashi University
Representative Director of Integral Corporation
Outside Director of LAC Co., Ltd.
Tomohisa Tabuchi
Attorney-at-Law
Partner in STW & Partners
Outside Audit & Supervisory Board Member of Rakuten
Bank, Ltd.
Koichiro Honma
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 Co., Ltd.
Attorney-at-Law
Partner in Marunouchi-Chuo Law Office

Kouji Yanase

31

(Notes) 1. Directors Manabu Tazaki, Nobuo Sayama and Tomohisa Tabuchi are Outside Directors.
2. Full Time Audit & Supervisory Board Member Katsuhiko Kohtari and Audit &Supervisory Board Members Osamu Sudoh and Kouji Yanase 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. Director Masahiro Tachibana retired as President and Representative Director of
NAMCO LIMITED on March 31, 2014 and took office as Chairman of theaforementioned company on April 1, 2014.
6． The Company has appointed Outside Directors Manabu Tazaki, Nobuo Sayama, andTomohisa Tabuchi and Outside Audit & Supervisory Board Members Katsuhiko
Kohtari, Osamu Sudoh, and Kouji Yanase as Independent Directors/Auditors as definedin the rules of the Tokyo Stock Exchange and has filed therewith the notification
regarding their appointments.
(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
7¥335 million
Audit & Supervisory Board
4¥67 million
MembersTotal
11¥403 million(Outside Directors and Outside
Audit & Supervisory Board(6)(¥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 7th Ordinary General Meetingof Shareholders held on June 18, 2012, it was resolved that the upper limit on theirstock 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 Games Inc.) held on June 23, 2005 and on
June 25, 2005 respectively, it was resolved that the remuneration limit for Audit &Supervisory Board Members must be 8 million yen per month.

32

(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 31.
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

ManabuTazaki

Nobuo
SayamaTomohisa
Tabuchi

18

18

18

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 to ensure the appropriatenessand validity of decisions of the Board of Directors.

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.

33

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

KatsuhikoKohtari

Osamu
Sudoh

Kouji
Yanase

c.

18

16

18

100.0%

88.9%

100.0%

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

14

14

14

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. primarily fromhis position as an attorney-at-law toensure the appropriateness and validityof decisions of the Board of Directors
and the Audit & Supervisory Board.

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.

34

(4)

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

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

Amount of Remuneration, etc. for Accounting Auditors¥74 million
for This Fiscal Year
Total in Money and Other Financial Benefits to Be Paidby the Company and Its Subsidiaries to Accounting¥227 million
Auditors(Notes) 1. NAMCO BANDAI Holding (USA) Inc., BANDAI S.A., BANDAI NAMCO Holdings
UK LTD., and BANDAI (H.K.) CO., LTD., among major subsidiaries of the Company,
are audited (within the meaning of being audited as required by the Companies Act and
Financial Instruments and Exchange Act or the equivalent laws and regulations in othercountries) by audit firms (including entities overseas with qualifications equivalent tothose 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

In the event that an Accounting Auditor falls under any of the items of Article 340,
Paragraph 1 of the Companies Act, in principle, the Audit & Supervisory Board will remove
such Accounting Auditor with the unanimous approval of the Audit & Supervisory Board
Members.
Additionally, in the event that the Audit & Supervisory Board judges that an Accounting
Auditor’s behavior caused a material impediment to the audit operations of the Company, it
will request the Board of Directors to present a proposal for the removal or non-renewal ofsuch Accounting Auditor at a General Meeting of Shareholders, as prescribed in Article 344,
Paragraph 2 of the Companies Act, even if such Accounting Auditor does not fall under any of
the items of Article 340, Paragraph 1 of the Companies Act.
Under these circumstances, the Board of Directors will be responsible for proposing suchagendum to the General Meeting of Shareholders. Moreover, if the Board of Directors finds it
necessary because of an impediment to the execution of the duties of the Accounting Auditor,
etc., it will, having received the approval of the Audit & Supervisory Board, present the
proposal for removal or non-renewal of such Accounting Auditor at a General Meeting of
Shareholders, as prescribed in Article 344, Paragraph 1 of the Companies Act.
(v)

Summary of Contracts Concerning Limited Liability

Not applicable.

35

(5)

Systems for Ensuring the Properness of Operations

The following outlines decisions regarding systems to ensure that the execution of the duties
by Directors complies with the laws and regulations and the Articles of Incorporation, and othersystems to ensure the properness of the Company’s operations.
(i) Systems to Ensure that the Execution of the Duties by Directors Is in Compliance with theLaws and Regulations and the Articles of Incorporationa.

The Group has established the Group’s Corporate Philosophy, the Group Compliance
Charter, and the BANDAI NAMCO Group Rules for Executives so that the Directors of
the Group companies shall always exercise care in carrying out their duties fairly and inaccordance with the law. The president of each Group company has submitted
declarations to the President and Representative Director of the Company of intent tocomply with the Group Compliance Charter.

b.

The Group has established regulations concerning compliance as a part of Groupmanagement. The Group as a whole has a system to ensure that compliance with laws
and regulations, respect for ethical principles, and compliance with company regulations
are implemented appropriately.

c.

The relevant Director is put in charge of compliance and is responsible for supervision ofcompliance overall. Should violations of compliance or suspicions thereof occur within
the Group, the Group Risk Compliance Committee is convened immediately to discussand decide how the issue should be handled.

d.

To ensure that the execution of the duties by Directors complies with the laws andregulations and the Articles of Incorporation, the Company and Group companies have
put in place internal consultation points, external consultation points with external legal
advisors, and the Audit & Supervisory Board Members hotline, which enables reporting
directly to the Audit & Supervisory Board Members.

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

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

b.

The Company has established regulations concerning document management andensures (i) the centralized collection and management of minutes of several kinds ofmeetings, contracts and other documents, and (ii) appropriate safekeeping andmanagement of important documents including documents circulated for approval ineach department. The Company has a system to ensure that Directors and Audit &Supervisory Board Members may peruse those documents at any time.

(iii) Regulations Concerning Management for Risk of Loss and Other Systemsa.

The Company has established regulations concerning risk management and complianceas a part of Group management. Throughout the Group, we are working to prevent risk
and to discover factors creating risk as rapidly as possible, and aiming to minimize theimpact of risk on our business by responding to risk quickly and in an appropriatemanner when risk arises.
In particular, positing the occurrence of a situation that could cause drastic damage to the
management of the Group through a major disaster or the like, the Group has defined the36basic policy for a Business Continuity Plan (BCP) for the Group, and is drawing up a
BCP for the Group and organizing a Business Continuity Management (BCM) system toachieve rapid recovery and restart of operations.
b.

The Company has put a Group emergency contact network in place and ensured thatshould information concerning risk, including violations of laws and regulations, develop,
it is reported immediately to the Company’s President and Representative Director and ameeting of the Group Risk Compliance Committee is held to discuss and decide theGroup’s response to such risk.

(iv) Systems to Ensure that Directors Execute their Duties Efficientlya.

To promote greater efficiency in Group business operations, subsidiaries are assigned to
SBUs categorized by business segment and a Director is put in charge of each SBU.
Mid-term Plan and annual budgets are determined for each SBU and the Group as awhole, and each Director in charge of each SBU is responsible for the efficient executionof such SBU businesses.

b.

An overseas regional headquarters company is determined for each overseas region, toprovide region-specific management and support for strategies in the Group as a wholeand in each SBU, through which a system that permits efficient execution of duties is
ensured.

c.

The Company has established several meetings, including the SBU Quarterly Report
Meeting, the Group Management Meeting, and the Waigaya (Weekly Meeting) at which
Directors and important employees exchange opinions, putting in place a system forreporting inside the Group and decision making. In addition, the Company has
established performance management regulations, organizational regulations, regulations
concerning division of duty, regulations concerning operating authority, regulations
concerning managerial decisions, etc., which define the scope of authority andresponsibility of each Director and design a system to ensure efficient execution of theirrespective work duties.

(v) Systems to Ensure that Employees Execute their Duties in Compliance with Laws andRegulations and the Articles of Incorporationa.

The Group has established the Group’s Corporate Philosophy and the Group Compliance
Charter as the foundations of its compliance system, so that employees shall be fully
informed in order to execute their duties fairly and in accordance with the law.

b.

The Company has established organizational regulations, regulations concerning divisionof duty, regulations concerning operating authority, regulations concerning managerial
decisions, etc., which clarify the responsibilities and authority of employees.

c.

An Internal Auditing Division has been established independently of the executive
sections to work towards the properness of execution of operations through internal
audits, and the Group Risk Compliance Committee has been established to serve as theoverall compliance body, putting in place a system such that, should violations of laws or
regulations or suspicions thereof occur, the Group Risk Compliance Committee will
immediately discuss and decide how the issue should be handled.

d.

Along with the establishment of the regulations concerning compliance, the Company
and Group companies have put in place internal consultation points, external consultation
points with external legal advisors, and the Audit & Supervisory Board Members hotline,

37which enables reporting directly to the Audit & Supervisory Board Members, to receive
reports or consultations concerning compliance from employees and others.

(vi) Systems to Ensure Proper Business Behavior by the Groupa.

The Group has established the Group Compliance Charter, with which all officers andemployees of the Group shall comply while conducting business. The president of eachGroup company has submitted declarations to the President and Representative Directorof the Company of intent to comply with the Group Compliance Charter. Moreover, theGroup Compliance Charter has been revised as needed in response to revisions in thelaws and regulations, etc., or changes in the social context surrounding the Group, and aguidebook, the Compliance Book, has been issued and distributed to all officers andemployees in the Group in order to ensure thorough knowledge of the Group Compliance
Charter throughout the Group. Furthermore, training on compliance is being carried out
by, for example, the Group’s training system, using its internal network.

b.

The Group management regulations including, among other regulations, regulations
concerning compliance, risk management, performance management and information
security management have been established to ensure proper performance of business
responsibilities throughout the Group.

c.

To promote greater efficiency in Group operations, Group businesses are segmented withseparate SBUs for each category. The Company has put in place a system primarily
headed by the Director in charge of each SBU, to ensure close communication, with eachGroup company and to provide each Group company with appropriate guidance, advice,
etc., as necessary.

d.

A project is underway to make the Group’s internal controls function more effectively,
with the primary focus on greater effectiveness and efficiency in operations, reliability infinancial reporting, and compliance with related laws and regulations.

(vii) Matters Concerning the Systems Related to Employees who Assist the Audit &Supervisory Board Members and those Employees’ Independence from the Directorsa.

The Audit & Supervisory Boards’ regulations and the audit standards for Audit &Supervisory Board Members specify in writing and the Board of Directors has adopted aresolution to the effect that the Audit & Supervisory Board Members may request the
President and Representative Director to assign employees to assist the Audit &Supervisory Board Members in carrying out their duties and that, to ensure those
employees’ independence from the Board of Directors, the Directors and the Audit &Supervisory Board Members are given an opportunity to confer on personnel mattersconcerning those employees in advance.

38

(viii) Systems for Reports to the Audit & Supervisory Board Members, Including Reports to
the Audit & Supervisory Board Members Made by Directors and Employeesa.

Directors and employees must promptly report to the Audit & Supervisory Board any
matters prescribed by laws and regulations, matters likely to have a major impact on the
Company and the Group, and matters related to the current status of internal audits andcompliance.

b.

Along with the establishment of regulations concerning compliance, the Company andGroup companies have put in place an Audit & Supervisory Board Members hotline,
which enables reporting directly to the Audit & Supervisory Board Members, to receive
reports or consultations concerning compliance from employees and others.

c.

Directors make regular reports to the Board of Directors on the current state ofconstruction and operations of internal control systems.

d.

Besides meetings of the Board of Directors, Audit & Supervisory Board Members also
participate in important meetings including the SBU Quarterly Report Meeting andmeetings of the Boards of Directors of principal subsidiary companies, and have regularmeetings with Directors and important employees to confirm the current state of affairsof the Company, receive reports, exchange opinions, and so on.

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

Besides (i) establishment of the Audit & Supervisory Board’s regulations, audit standards
for Audit & Supervisory Board Members, standards for audits of internal control systems
and audit plans, and (ii) allocation of duties of Audit & Supervisory Board Members,
Audit & Supervisory Board Members ensure efficient audits by regularly meeting with
Directors and important employees, auditing important documents, and communicatingwith the Internal Auditing Division and Accounting Auditor.

b.

Besides participating in meetings of the Board of Directors, Audit & Supervisory Board
Members also participate in important meetings including the SBU Monthly Report
Meeting and meetings of the Boards of Directors of principal subsidiary companies, withthe aim of strengthening audits of the subsidiaries.

c.

The Group Audit & Supervisory Board, which consists of Full Time Audit & Supervisory
Board Members, holds workshops aimed at improving the quality of audits to provide
information about audit policies and other relevant matters, confirm the current status ofaudits, receive reports, and discuss. In addition, it provides training in audit proceduresfor employees who also serve as part-time Audit & Supervisory Board Members, with theaim of improving the effectiveness of audits for the Group as a whole.

39

(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 three-year Mid-term Plan, which started in April 2012, the Group will
“Empower, Gain Momentum, Accelerate Evolution” in every aspect of its businesses,
including products, services, business models, operation, and numerical targets. Specifically,
we will promote five Focus Strategies for implementing the Mid-term Plan. The first three
are Business Area Strategies: the Basic Business Area, the Profit Recovering Area, and the
New Growth Area. The Basic Business Area is the area in which the Group has secured acertain level of stable market share and profit and, as the Group’s basic business, the focus
is on profitability in expanding the business further. In the Profit Recovering Area, thepriority will be on the recovery of profitability and achieving a stable market share and40

profit. The New Growth Area is the area in which we expect the region and businesses todevelop as new growth pillars. Crosscutting them are two Functional Strategies that apply
across all business areas: the Group-wide Network Strategy and the Human Resources
Strategy. By implementing these strategies, the Group will work to promote growth in profit
in the domestic and overseas markets.
・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 has made three of the nine Directors Outside Directors, to strengthen
management oversight functions.
・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 theGroup’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.

41

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.

42

Consolidated Balance Sheet(As of March 31, 2014)(Millions of yen)AmountASSETS
Current assets
Cash and time deposits
Trade receivables
Short-term investments
Finished goods and merchandiseWork in process
Raw materials and supplies
Deferred tax assets
Other current assets
Allowance for doubtful receivables
Total current assets

131,40376,587
4,423
15,27623,274
6,463
9,913
17,650(594)
284,398

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

11,11813,816
11,63015,40751,972
10,14528,56847
11,35019,625(1,015)58,576
120,694
405,092

43

(Millions of yen)AmountLIABILITIESCurrent liabilities
Trade payables
Short-term borrowings
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

51,625
5,501
27,821
8,827
1,094
607
1,241
23,415120,134

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

8,062
516
8,427
17,006
137,141

NET ASSETSStockholders’ equity
Common stock
Additional paid-in capital
Retained earnings
Treasury stock
Total stockholders’ equity

10,00052,245
214,416(2,390)274,271

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(6,749)6,226
194(5,743)(5,145)(2,282)44385
267,951
405,09244

Consolidated Statements of Operations(From April 1, 2013 to March 31, 2014)
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
Reversal of allowance for doubtful accounts
Other non-operating income
Non-operating expenses
Interest expense
Loss on investments in partnerships
Provision of allowance for doubtful accounts
Provision of loss on guarantees
Other non-operating expenses
Recurring income
Extraordinary income
Gain on negative goodwill
State subsidy
Gain on forgiveness of debt
Other extraordinary income
Extraordinary loss
Loss on impairment of fixed assets
Loss on liquidation of business
Provision for losses from business restructuring
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 loss
Net income

45(Millions of yen)Amount507,679
316,850
190,829
146,156
44,672
3,797
221
494
1,169
655
458
799
1,013
124
383
173
263
68
47,456
481
101
93
200
86
5,178
2,002
984
559
1,631
42,75919,193(1,321)

17,872
24,887
167
25,054

Consolidated Statement of Changes in Net Assets (From April 1, 2013 to March 31, 2014)(Millions of yen)
Stockholders’ equity
Additional paid-in
capitalCommon stock
Balance as of April 1, 2013

10,000Retained earnings

52,245

Treasury stock

199,118

Total stockholders’equity(2,385)258,979

Changes during the period
Cash dividends(9,891)(9,891)

Net income

25,05425,054Purchase of treasury stock
Disposal of treasury stock0

Changes in treasury stock
accompanying
changes to holdings incompanies to which theequity method is applied
Reversal of land
revaluation
Net changes in the period
other than changes instockholders’ equity
Total changes during theperiodBalance as of March 31,
2014

(6)

(6)

0

0

0

0

134

134

－

0

15,298(5)

15,292

10,00052,245

214,416(2,390)274,271

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, 2013

5,212

642

(5,608)Foreigncurrencytranslation
adjustments(12,194)

Total
Subscription
Remeasurements accumulated
rights to sharesof definedotherbenefit plans comprehensive
income－(11,948)－

Minority
interests

1,738

Total net assets

248,769

Changes during the period
Cash dividends(9,891)

Net income

25,054Purchase of treasury stock(6)

Disposal of treasury stock0

Changes in treasury stock
accompanying
changes to holdings incompanies to which theequity method is applied

0

Reversal of land
revaluation
Net changes in the period
other than changes instockholders’ equity
Total changes during theperiodBalance as of March 31,
2014

(134)

－

(134)

1,014

(447)

－

7,049

(2,282)5,333

44(1,353)

4,024

1,014

(447)

(134)

7,049

(2,282)

5,198

44(1,353)

19,1816,226

194(5,743)(5,145)(2,282)(6,749)44385

267,95146

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) Status of Consolidated Subsidiaries:(i)

Total Number of Consolidated Subsidiaries:
66 companies(ii) Names of Principal Consolidated Subsidiaries:
Bandai Co., Ltd., NAMCO BANDAI Games Inc., NAMCO LIMITED,NAMCO BANDAI Holdings (USA) Inc., BANDAI S.A., BANDAI NAMCO
Holdings UK LTD. and BANDAI (H.K.) CO., LTD.
NAMCO Holdings UK LTD. has changed its trade name to BANDAI NAMCO
Holdings UK LTD.
(iii) Changes in the Scope of Consolidation
Due to the additional acquisition of shares of Sun-Star Stationery Co., Ltd., to which theequity method was applied in the fiscal year ended March 31, 2013, it became a subsidiaryand has been included in the scope of consolidation for this consolidated fiscal year.
Due to being merged into a consolidated subsidiary of the Company by anabsorption-type merger, BANDAI ENTERTAINMENT INC. and NAMCO BANDAI
Partners Italia S.p.A., which were consolidated subsidiaries in the fiscal year ended March
31, 2013, have been excluded from the scope of consolidation.
Since BANDAI ASIA CO., LTD., NAMCO BANDAI Partners Brazil Ltda., NAMCO
BANDAI Partners Benelux B.V. were liquidated, those companies have been excluded
from the scope of consolidation.
(2) Status of Non-Consolidated Subsidiaries:(i)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.

47

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:
6 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
Due to the additional acquisition of shares of Sun-Star Stationery Co., Ltd., it became asubsidiary and was therefore removed from the scope of companies to which the equity
method was applied.
(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 (GUANGZHOU) CO., LTD. and BANDAI(SHENZHEN) 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.
From this consolidated fiscal year, the closing date has been changed to March 31 for
BANDAI (H.K.) CO., LTD. and four other companies whose closing date had been
December 31. In connection with those changes, the number of months included in thisconsolidated fiscal year for each of those companies is 15 months.

48

4. Information Concerning the Basis for Accounting Treatment(1) Valuation Basis and Methods for Significant Assets:(i)

Valuation Basis and Methods for Securities:
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) Depreciation Methods for Significant Depreciable Assets:(i)

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

49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) Basis of Recognition for Significant Provision:(i)

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) Accounting Standards for Significant Income and Expense:(i)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.

50

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) Significant Accounting Policies for Hedging:(i)

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) Other Important Information Constituting the Basis of Preparation of Consolidated Financial
Statements(i)

Method of accounting for retirement benefits
a. Method of attributing expected retirement benefits to periods
In calculating the retirement benefit obligations, the straight-line basis is used indetermining the amount of the expected retirement benefit obligations attributed to theperiod 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 year51

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.
(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)
Effective from the year ended March 31, 2014, the Company and its consolidated domestic
subsidiaries have applied the Accounting Standard for Retirement Benefits (ASBJ Statement
No. 26, May 17, 2012 (hereinafter, the “Statement No. 26”)) and Guidance on AccountingStandard for Retirement Benefits (ASBJ Guidance No. 25, May 17, 2012 (hereinafter, the“Guidance No. 25”)) except the article 35 of the Statement No. 26 and the article 67 of the
Guidance No. 25 and actuarial gains and losses and past service costs that are yet to berecognized have been recognized and the difference between retirement benefit obligations
and plan assets has been recognized as net defined benefit asset and net defined benefit
liability.
In accordance with the article 37 of the Statement No. 26, the effect of the change inaccounting policies arising from initial application has been recognized in remeasurements ofdefined benefit plans in accumulated other comprehensive income.
As a result of the application, net defined benefit asset of 47 million yen and net defined
benefit liability of 8,062 million yen have been recognized, deferred tax assets has increased
by 1,183 million yen and accumulated other comprehensive income has decreased by 2,282
million yen, at the end of the current fiscal year.

III. Notes to Changes in Method of Presentation(Consolidated Balance Sheet)“Long-term borrowings” (the balance of which at the end of this consolidated fiscal year is3,589 million yen), which had been stated separately until the previous consolidated fiscal
year, is included in “Other long-term liabilities” under “Long-term liabilities” since it is at or
below 1 percent of the total liabilities and net assets.
(Consolidated Statements of Operations)(1) “Reversal of allowance for doubtful accounts,” 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 “Reversal of allowance for doubtful
accounts” for the previous consolidated fiscal year was 107 million yen.
(2) “Gain on sales of fixed assets” (the balance of which at the end of this consolidated fiscal
year is 46 million yen), which had been stated separately until the previous consolidated
fiscal year, is included in “Other extraordinary income” under “Extraordinary income”
since it is at or below 10 percent of the total extraordinary income.
(3) “Loss on sales of fixed assets” (the balance of which at the end of this consolidated fiscal
year is 23 million yen), which had been stated separately until the previous consolidated

52

fiscal year, is included in “Other extraordinary loss” under “Extraordinary loss” since it
is at or below 10 percent of the total extraordinary loss.
(4) “Loss on disposal of fixed assets” (the balance of which at the end of this consolidated
fiscal year is 154 million yen), which had been stated separately until the previous
consolidated fiscal year, is included in “Other extraordinary loss” under “Extraordinaryloss” since it is at or below 10 percent of the total extraordinary loss.
(5) “Loss on liquidation of business,” which had been included in “Other extraordinary loss”
under “Extraordinary loss” until the previous consolidated fiscal year, is stated separately
since it is above 10 percent of the total extraordinary loss for this consolidated fiscal year.
The total of “Loss on liquidation of business” for the previous consolidated fiscal year
was 0 million yen.
IV. Notes to Consolidated Balance Sheet
1. Assets pledged as collateral and debts on collateral(1) Assets pledged as collateral
Trade receivables¥30 million(2) Debts on collateral
Short-term borrowings¥16 million

Other long-term liabilities (Long-term borrowings)¥33 million

Total¥50 million

2. Amount of Accumulated Depreciation of Property, Plant and Equipment:¥145,725 million

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

¥190 million

Theater Company HIKOSEN¥65 million

Total¥255 million(2) The Company has guarantee obligations concerning obligations in leasing contracts ofcompanies other than consolidated companies.
BANDAI LOGIPAL AMERICA, INC.

53

¥67 million

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 1,000 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 24, 2013
Ordinary General
Meeting of
Shareholders
November 6, 2013,
Board of Directors
MeetingType ofsharesTotalamount ofdividends(millions ofyen)

Dividend pershare (yen)Date ofrecordEffective
date

Common
stock

7,253

33

March 31,2013

June 25,
2013

Common
stock

2,637

12

September
30, 2013

December 9,
2013(2) 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 23, 2014,
Ordinary General
Meeting of
Shareholders

Common
stock

5,055

Source ofdividends

Dividend
per share(yen)

Date ofrecordEffective
date

Retainedearnings

23

March 31,2014

June 24,
201454

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, 2014
Common stock

36,100 shares

55

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.
Borrowings are used mainly to procure funds needed for capital expenditures and forinvestment financing. Hedging is implemented as necessary for variable rate borrowings
through the use of interest rate swaps for the purpose of reducing risks arising fromfluctuations in interest rates.
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, 2014, 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
131,403
131,403—(2) Trade receivables
76,58776,587—(3) Short-term investments andinvestment securities
1. Other securities
19,983
19,983—
2. Stock of affiliated companies
8,398
10,379
1,981
Total assets
236,372
238,353
1,981(1) Trade payables
51,62551,625—(2) Short-term borrowings
5,501
5,501
—
(3) Accounts payable-other
27,821
27,821—(4) Accrued income taxes
8,827
8,827
—
Total liabilities
93,776
93,776—
Derivative transactions (*)
350
350
—
(*) 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.

56

(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) Short-term borrowings, (3) Accounts payable-other, (4) Accrued income
taxes
Since these are readily convertible into cash, their market value is almost identical withthe book value; and 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 2,466 million yen in the consolidated balance sheet), stocks ofaffiliated companies (unlisted stocks) (stated as 2,070 million yen in the consolidatedbalance sheet), and contributions to investment partnerships (stated as 72 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:¥1,217.74

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

57¥114.05

VIII. Other Notes
Loss on Impairment of Fixed Assets
Groupings for evaluating fixed asset impairment are made by the Company and its
consolidated subsidiaries according to management accounting classifications based on strategic
business units, excluding significant idle assets, assets scheduled for disposal, and assets forrental use. Of these, in the amusement facility business, the individual facility, the smallest unit
used in management accounting, is mainly the basic unit for grouping assets.
In addition, the book values of the following assets, which exclude reusable assets, werereduced to the recoverable amount. The amount of reduction was recorded as a loss on
impairment of fixed assets in extraordinary loss.

SBU

Toys and
Hobby

Content

Amusement
Facility

Other

Items
Assets forbusiness use
Assets forbusiness use
Assetsscheduled for
disposalAmusement
facility

Assets forbusiness use

Classification
Land etc.
Buildings and structures,
Other property, plant andequipment
Buildings and structures,
Other property, plant andequipment
Amusement facilities andmachines and other assets
Buildings and structures,
Other property, plant andequipment
Other property, plant andequipment

Location

Impairment
Loss(Millionsof yen)Fukuoka City, Fukuoka(Note 1)

222

Osaka City, Osaka, etc.
(Note 2)57

Shibuya-ku, Tokyo(Note 3)20

Osaka City, Osaka, etc.
(Note 2)
Fukuoka City, Fukuoka,
etc. (Note 3)
Kawasaki City,
Kanagawa, etc. (Note 4)
Sendai City, Miyagi(Note 2)

619
559
517
1

Corporate
Management
Yokohama City,
4(Common) facilities
Kanagawa, etc. (Note 4)
Total
2,002
(Notes) 1. Impairment loss was recorded due to a continuing fall in land prices. The recoverable
amount was calculated by the net realizable value, which was assessed based on theroadside land price.
2. Impairment loss was recorded because it was forecast that the book value of these fixed
assets could not be recovered due to a decline in business profitability. The recoverable
amount was calculated by the estimated value in use of zero.
3. Impairment loss was recorded because it was judged that the recoverable value of these
fixed assets had declined sharply due to the decision to close them. The recoverable
amount was calculated by the estimated value in use of zero.
4. Impairment loss was recorded on these assets, for which no future use is anticipated.
The recoverable amount was calculated by the estimated value in use of zero.

58

Non-Consolidated Balance Sheet(As of March 31, 2014)(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

55,29635263
41
11,774
12
67,424

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
Long term prepaid expenses
Other investments and assets
Total investments and other assets
Total fixed assets
TOTAL ASSETS

70
120
632
100
922
2,683
35
2,718
15,461
248,468
19
1,322
265,271
268,913336,33859

(Millions of yen)AmountLIABILITIESCurrent liabilities
Short-term borrowings from affiliated companies
Short-term borrowings
Accounts payable-otherAccrued expenses
Accrued income taxes
Accrued consumption taxes
Deposits receivables
Unearned revenue
Provision for directors’ bonuses
Other current liabilities
Total current liabilities
Long-term liabilities
Long-term borrowings
Deferred tax liabilities
Accrued retirement and severance benefits
Other long-term liabilities
Total long-term liabilities
TOTAL LIABILITIES

73,526
4,500
1,927
359
4,517
37
13
121
118
4
85,126
3,000
1,073
21
55
4,151
89,278NET 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

60

10,000174,283
2,500
171,783
59,4601,645
57,814
26,10431,709(2,305)
241,437

5,578
5,578
44
247,059
336,338

Non-Consolidated Statements of Operations(From April 1, 2013 to March 31, 2014)(Millions of yen)Amount22,383Operating 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
Exchange gain on property dividends
Other extraordinary income
Extraordinary loss
Loss on disposal of fixed assets
Loss on impairment of fixed assets
Income before income taxes
Corporate income, inhabitant and enterprise
taxes
Adjustment for income taxes
Net income

20,326
2,056
2,940
2,940
19,442
1,714
50
221
1,332
109
1,446
119
1,318
8
19,7097
7
0
50
4
19,712
(74)
(0)

61

(74)
19,787

Non-Consolidated Statement of Changes in Net Assets (From April 1, 2013 to March 31, 2014)(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

171,782

174,282

1,645

Total
retainedearnings

Treasury
stock

Total
stockholders’equity(2,299)231,547

Generalreserve

Retainedearnings
carriedforward26,104

21,81349,563

Cash dividends(9,891)(9,891)(9,891)

Net income

19,787

19,787

19,787

Balance as of April 1, 2013

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,
2014

0

0

(6)

(6)

0

0

—

—

0

0

—

—

9,896

9,896

(6)

9,890

10,0002,500

171,783

174,283

1,645

26,10431,70959,460(2,305)

241,437

Valuation difference and foreign currency translation
adjustments
Unrealized gains orlosses on other securities,
net of tax
Balance as of April 1, 2013

Total valuation difference
and foreign currencytranslation adjustments

4,611

4,611

Subscription rights
to shares—

Total net assets

236,159

Changes during the period
Cash dividends(9,891)

Net income

19,787Purchase of treasury stock(6)

Disposal of treasury stock0

Net changes in the period
other than changes instockholders’ equity
Total changes during theperiodBalance as of March 31,
2014

966

966

44

1,010

966

966

44

10,900

5,578

5,578

44

247,05962

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) Valuation Basis and Methods for Assets:(i)

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
and similar partnerships (deemed to be securities under Article 2, Paragraph 2of the Financial Instruments and Exchange Act), these are stated by the net
amount corresponding to the Company’s equity share, based on the mostrecent available financial reports according to the date for settlement ofaccounts provided for in the partnership agreement.
(2) Depreciation Methods for Fixed Assets:(i)

Property, Plant and Equipment:
Stated using the declining-balance method.
The general useful life of property, plant and equipment is as follows:
Buildings
10 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 years of depreciation 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 in this fiscal
year.
(ii) 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.

63

(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 Change in Method of Presentation(Non-Consolidated Statements of Operations)“Gain on sales of investment securities, net” (the balance of which at the end of this fiscal year is 0
million yen), which had been stated separately until the previous fiscal year, is included in “Other
extraordinary income” under “Extraordinary income” since the amount is no longer of monetaryimportance.
3. Notes to Non-Consolidated Balance Sheet(1) Amount of accumulated depreciation of property, plant and equipment: ¥1,173 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:¥11,768 million¥1,575 million

4. Notes to Non-Consolidated Statements of Operations
Transactions with affiliated companies (excluding amounts given in specific categories)
Non-operating Transactions:Non-operating income¥1,360 million
Non-operating expenses¥52 million
5. 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
2,198,336 shares
6. Notes Concerning Tax Effect Accounting
Breakdown of Main Reasons for Deferred Tax Assets and Deferred Tax Liabilities
Deferred tax assets
Loss on valuation of stocks of affiliated companies¥4,813 million
Loss on valuation of investment securities¥1,483 million
Others¥210 million
Subtotal deferred tax assets¥6,507 million
Valuation allowance(¥6,451 million)
Total deferred tax assets¥56 million
Deferred tax liabilities
Unrealized gains or losses on other securities, net of tax
Total gross deferred tax liabilities
Net deferred tax liabilities

64(¥1,088 million)(¥1,088 million)(¥1,032 million)

7. 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, 2014

Borrowings(Note 1)

18,713

Short-termborrowings fromaffiliated companies

25,973

Payment ofInterlocking interest
directorate Amountcollected due toapplication of
consolidated
taxation system
Borrowings(Note 1)

NAMCO
Subsidiary BANDAI
Games Inc.

NAMCO
Subsidiary
LIMITEDBANDAI
Subsidiary VISUAL
CO., LTD.

Subsidiary

BanprestoCo., Ltd.

Subsidiary Sunrise Inc.

NAMCO
Subsidiary BANDAI
Studios Inc.
NAMCO
Subsidiary BANDAI
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

–

–

3,481

Accounts
receivable-other

3,459

6,097

Short-termborrowings fromaffiliated companies

6,317

4

–

–

9,500

–

–

27

–

–

7,312

Short-termborrowings fromaffiliated companies

5

Borrowings(Note 1)

5,461

Payment ofinterest

3

Borrowings(Note 1)

6,271

Payment ofinterest

4

Borrowings(Note 1)

11,963

Payment ofinterest

8

Borrowings(Note 1)

5,859

Payment ofinterest

4

Borrowings(Note 1)

4,248

Payment ofinterest

0–
Short-termborrowings fromaffiliated companies–
Short-termborrowings fromaffiliated companies–
Short-termborrowings fromaffiliated companies–
Short-termborrowings fromaffiliated companies–
Short-termborrowings fromaffiliated companies
–

5,111
–
6,236
–
7,084
–
12,294
–
5,599
–
4,909
–

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.
8. Notes Concerning Per-Share Data
Net assets per share:
Net income per share:¥1,123.81¥90.0265

Independent Auditor’s Report
May 19, 2014
The Board of Directors
NAMCO BANDAI 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 NAMCO BANDAI Holdings Inc. as at March 31, 2014 and for theyear from April 1, 2013 to March 31, 2014 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.

66

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 NAMCO BANDAI
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.

67

Independent Auditor’s Report
May 19, 2014
The Board of Directors
NAMCO BANDAI 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 NAMCO
BANDAI Holdings Inc. as at March 31, 2014 and for the year from April 1, 2013 to March 31,
2014 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 accordancewith auditing standards generally accepted in Japan. Those standards require that we plan andperform the 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

68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 NAMCO BANDAI 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.

69

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 9th
fiscal year from April 1, 2013 to March 31, 2014, 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 9th 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.

70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 19, 2014
Audit & Supervisory Board
NAMCO BANDAI Holdings Inc.
Standing Audit & Supervisory
Koichiro Honma
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)

Kouji Yanase(Seal)

END

71