Bandai Namco Holdings Inc.
Notice of the Seventeenth Ordinary General Meeting of Shareholders
to be held on June 20, 2022
An English translation of the original notice in Japanese
DISCLAIMER
The following is an English translation of the Japanese original “Notice of the Seventeenth Ordinary General Meeting of
Shareholders of Bandai Namco Holdings Inc.” which meeting is to be held on June 20, 2022.
The Company provides this translation for your reference and convenience only and does not guarantee its accuracy orotherwise. 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
May 30, 2022
5-37-8 Shiba, Minato-ku, Tokyo
Bandai Namco Holdings Inc.
Masaru Kawaguchi
President and Representative Director
Group CEODear Shareholders,
NOTICE OF THE SEVENTEENTH ORDINARY GENERAL MEETINGOF SHAREHOLDERS
We would like to thank all of our shareholders for your continued support. First of all, we
would like to express my deepest sympathies to those who have contracted COVID-19 and theirfamilies.
In April 2022, the Bandai Namco Group established the Purpose, which we have positioned
as the ultimate definition of the Group. The Purpose expresses the meaning of the Group’s
existence for society. In other words, it expresses what we aim to be. “Connecting and working
together to create things” is an especially important element of the Purpose. “Fun for All into the
Future” is the result of “connecting” with people around the world and “creating things together,”
which is linked to “providing fun and inspiration to people around the world and striving tocreate smiles and happiness into the future.”
In addition to promoting its business, the Bandai Namco Group will also contribute to thecreation of a sustainable society by promoting sustainable activities that address social issues
that the Group should face together with its fans based on its IP axis strategy.
We would like to ask all of our shareholders for their continued support going forward.
Meeting Details
1.

Date and Time:

June 20, 2022 (Monday) at 10:00 a.m. (Japan Time)

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.

2.

Report on the Contents of the Business Reports, the Consolidated Financial Statements, andthe Results of the Auditing of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board for the Seventeenth Fiscal Year (from April 1,
2021 to March 31, 2022)
Report on the Contents of the Non-Consolidated Financial Statements for the Seventeenth
Fiscal Year (from April 1, 2021 to March 31, 2022)

Matters to be Resolved:
Proposal No. 1:
Proposal No. 2:
Proposal No. 3:
Proposal No. 4:
Proposal No. 5:
Proposal No. 6:
Proposal No. 7:

Appropriation of Surplus
Partial Amendments to the Articles of Incorporation
Election of Ten Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
Election of Four Directors Who Are Audit & Supervisory Committee Members
Determination of Remuneration Limit for Directors (Excluding Directors
Who Are Audit & Supervisory Committee Members)
Determination of Remuneration Limit for Directors Who Are Audit &Supervisory Committee Members
Determination of Performance-based Stock Compensation Plan for Directors

2

(Excluding Directors Who Are Audit & Supervisory Committee Members andOutside Directors)
If revisions to the contents of the “Reference Documents for the General Meeting of Shareholders,” the“Business Reports,” the “Consolidated Financial Statements” and the “Non-Consolidated Financial
Statements” are required, the Company shall publish a notification on the Company website at thefollowing URL:
(https://www.bandainamco.co.jp/ir/stock/meeting.html)

3

[Information on Exercise of Voting Rights]
Please exercise your voting rights after reviewing the Reference Documents for the General Meetingof Shareholders on pages 5 to 43.
You may exercise your voting rights by one of the following three methods.
How to exercise your voting rights in writing (via postal mail):
Please indicate, on the Voting Rights Exercise Form, your approval or disapproval of each
item on the agenda and return the completed form.
Deadline for voting:
To be received no later than 5:30 p.m., Saturday, June 18, 2022 (Japan Time).
How to exercise your voting rights via the Internet:
Please enter your approval or disapproval of each item on the agenda in accordance with the
instructions on the following page.
Deadline for voting:All data entry to be completed no later than 5:30 p.m., Saturday, June 18, 2022 (Japan Time).
How to exercise your voting rights via attending the General Meeting of Shareholders:* Shareholders must register in advance to attend in person, and only a limited number will be selected by
the lottery.
When attending the meeting in person, please hand in the Voting Rights Exercise Form and yourconfirmation letter for attending the meeting in person (two documents) at the reception desk at the placeof the shareholders’ meeting.

Date and time of the General Meeting of Shareholders:June 20, 2022 (Monday) at 10:00 a.m. (Japan Time)If you exercise your voting rights more than once both in writing (via postal mail) and via
the Internet, then only the vote cast via the Internet shall be deemed valid.
In addition, if you cast your vote via the Internet multiple times, then only the last vote castshall be deemed valid. If you cast your vote via the Internet more than once, using a personal
computer, a smartphone, etc., 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 for the exercise
of voting rights via postal mail (sending the Voting Rights Exercise Form) or via the Internet.
<Note on holding of the General Meeting of Shareholders>
The General Meeting of Shareholders may be subject to administrative changes that may include
discontinuing the system for pre-registering to attend the meeting in person (via a lottery system) due
to circumstances such as developments involving COVID-19 or government announcements or
guidelines up to the date of the General Meeting of Shareholders. We ask that you check the Company
website for updates in regard thereto.
The Company’s website:
https://www.bandainamco.co.jp/ir/stock/meeting.html

4

[Information on Exercise of Voting Rights via the Internet]
By scanning the QR CodeYou can log in to the website for the exercise of voting rights without entering the Login ID or Temporary
Password printed on the Voting Rights Exercise Form.
1. Please scan the QR Code printed on the right side of the Voting Rights Exercise Form.
* QR Code is a registered trademark of DENSO WAVE INCORPORATED.
2. Enter your approval or disapproval of each item on the agenda in accordance with the instructions on
the screen.

You can use the QR Code to log in just once.
Please read “By entering your Login ID and Temporary Password” below for
instructions when re-exercising your voting right or exercising your voting
right without using the QR Code.
By entering your Login ID and Temporary Password
The website for the exercise of voting rights: https://evote.tr.mufg.jp/
1. Please access the website for the exercise of voting rights.
2. Enter the “Login ID” and “Temporary Password” printed on your Voting Rights Exercise Form and click
the “Login.”
3. Please register the “New Password.”
Enter the “New Password.”
Click the “Send.”
4. Enter your approval or disapproval of each item on the agenda in accordance with the instructions on
the screen.
* All costs associated with accessing the website for the exercise of voting rights are to be borne by theshareholder.
If you have any inquiries regarding the operation of a personal computer, a smartphone,or a mobile phone, etc. when exercising your voting rights via the Internet, please contact
the following: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)
Institutional investors may make use of the Electronic Voting Platform for Institutional Investors operated
by ICJ, Inc.

5

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 ranks the return of profits to shareholders as one of its highest priorities in its
management. The Company aims to further strengthen the competitiveness of the Bandai Namco Group(the “Group”) and, while maintaining a sound financial status, to achieve regular distributions of dividends
and improvement in the Company’s corporate value. Specifically, the Company follows a basic policy ofproviding a return to shareholders that targets a total return ratio of 50% or more based on stabledividend payments of 2% of DOE (dividends on equity). Under this policy, the Company strives to maintainlong-term and stable dividends and be more aware of capital cost.
In view of the Company’s performance in this fiscal year, the Company will pay a year-end dividendof ¥188 per share, which consists of a base dividend of ¥24 per share and a performance-based dividendof ¥164 per share.
Since the Company paid an interim dividend of ¥24 per share on December 7, 2021, the total annual
dividend for the fiscal year will be ¥212 per share.
1. Type of dividend assets:
Cash
2. Allocation of dividend assets to be paid to shareholders and total amount of dividend:
Dividend per share of common stock of the Company ······ ¥188
Total amount of dividends ··························· ¥41,368,276,512
3. Effective date of distribution of surplus (dividend):
June 21, 2022

6

Proposal No. 2:

Partial Amendments to the Articles of Incorporation

The Company seeks to amend its Articles of Incorporation as provided for in the “Proposed
Amendments” below.
1.

Reason for the amendments(a) Transition to a company with an audit & supervisory committee
The Company will transition to a company with an audit & supervisory committee in order tostrengthen its corporate governance system and further enhance its corporate value through speedy
decision-making and execution of business. The Company will strengthen the audit and supervisory
functions of the Board of Directors by establishing an Audit & Supervisory Committee with a majority ofmembers consisting of Outside Directors and granting the right to vote at meetings of the Board of
Directors to Directors who are Audit & Supervisory Committee Members.
Accordingly, the Company will make the necessary amendments, including the establishment of newprovisions regarding the Audit & Supervisory Committee and Directors who are Audit & Supervisory
Committee Members, the deletion of provisions regarding the Audit & Supervisory Board and Audit &Supervisory Board Members, and the establishment of new provisions regarding the delegation of
authority to Directors, etc.
(b) Introduction of measures for providing reference documents for the general meeting of shareholders,etc. in electronic format
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisionsof the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1,
2022, the Company proposes to make the following changes to its Articles of Incorporation in preparation
for the introduction of the system for providing informational materials for the general meeting ofshareholders in electronic format.
(1) Article 16, paragraph 1 of the “Proposed Amendments” below will stipulate that the Company
shall take measures for providing information that constitutes the content of reference
documents for the general meeting of shareholders, etc. in electronic format.
(2) Article 16, paragraph 2 of the “Proposed Amendments” below will establish provisions to limit
the scope of the items to be stated in the paper-based documents to be delivered to shareholders
who requested the delivery of paper-based documents.
(3) Since the provisions for internet disclosure and deemed provision of reference documents for thegeneral meeting of shareholders, etc. (Article 16 of the current Articles of Incorporation) will nolonger be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementaryprovisions regarding the effective date, etc. will be established.
(c) The Company will make partial revisions to wording and expressions and any other necessary
amendments, such as renumbering of articles, accompanying the addition and deletion of articles.
The amendments to the Articles of Incorporation pertaining to this proposal will be effective at theconclusion of this Ordinary General Meeting of Shareholders. The amendments to the Articles ofIncorporation accompanying the introduction of measures for providing reference documents for thegeneral meeting of shareholders, etc. in electronic format in 1.(b) above will be effective pursuant to the
supplementary provisions regarding the effective date, etc.

7

2.

Detail of the amendments
The details of the amendments are as follows:(Amendments shown by underlines.)
Proposed Amendments

Current Articles
Chapter I
General Provisions

Chapter I
General Provisions(Trade Name)
Article 1
2.

(Trade Name)(Text omitted)

Article 1

In English, the trade name shall be BANDAI NAMCO
Holdings Inc.

2.

Articles 2 – 4(Text omitted)

Chapter II
Shares
Articles 5 – 11

(Unchanged)

In English, the trade name shall be Bandai Namco
Holdings Inc.

Articles 2 – 4(Unchanged)

Chapter II
Shares(Text omitted)

Articles 5 – 11

(Unchanged)

Chapter III
General Meeting of Shareholders

Chapter III
General Meeting of Shareholders

Articles 12 – 15

Articles 12 – 15

(Text omitted)(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, etc.)(Unchanged)(Deleted)

Article 16
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be statedor presented in the reference documents for the general
meeting of shareholders, business report, nonconsolidated financial statements and consolidated
financial statements through the internet in accordancewith the provisions prescribed by the Ministry of Justice
Order, it may be deemed that the Company has provided
this information to shareholders.
(New)(Measures, etc. for Providing Information in Electronic Format)
Article 16

Articles 17 – 18

(Text omitted)

1.

When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.

2.

Of the items for which measures for providing informationin electronic format will be taken, the Company may
exclude all or some of those items designated by the
Ministry of Justice Order from the paper-based documents
to be delivered to shareholders who requested thedelivery of paper-based documents by the record date forvoting rights.

Articles 17 – 18

(Unchanged)

Chapter IV
Directors and Board of Directors Meetings

Chapter IV
Directors and Board of Directors Meetings

Article 19

Article 19(Text omitted)(Number of Directors)(Number of Directors)

Article 20

Article 20

The Company shall have not more than 12 Directors, atleast two of whom shall be outside Directors as defined in
Article 2, item (xv) of the Companies Act (hereinafterreferred to as “Outside Directors”).
(New)

8

(Unchanged)

1.

The Company shall have not more than 10 Directors(excluding Directors who are Audit & Supervisory
Committee Members).

2.

The Company shall have not more than five Directors who
are Audit & Supervisory Committee Members (hereinafterreferred to as “Audit & Supervisory Committee
Members”).

Current Articles

Proposed Amendments(Election of Directors)(Election of Directors)

Article 21

Article 21

1.

Directors shall be elected by resolution of a general
meeting of shareholders.

1.

2.

(Text omitted)

2.

(Unchanged)

3.

(Text omitted)

3.

(Unchanged)

Directors shall be elected by resolution of a general
meeting of shareholders, distinguishing between Audit &Supervisory Committee Members and other directors.

(Term of Office of Directors)(Term of Office of Directors)

Article 22

Article 22

The term of office of a Director shall expire at theconclusion of the ordinary general meeting ofshareholders for the last business year out of the businessyears terminating within one year after the election of the
Director.

1.

(Unchanged)

(New)

2.

Notwithstanding the provisions of the preceding
paragraph, the term of office of an Audit & Supervisory
Committee Member shall expire at the conclusion of theordinary general meeting of shareholders for the lastbusiness year to end within two years after the election of
the Audit & Supervisory Committee Member.

(New)

3.

The term of office of an Audit & Supervisory Committee
Member who is elected as the substitute for an Audit &Supervisory Committee Member who retired from office
before the expiration of his or her term of office shallcontinue until the time the term of office of the Audit &Supervisory Committee Member who retired from office is
to expire.

(New)

4.

The effective term of the resolution for the election of a
substitute Audit & Supervisory Committee Member
elected in accordance with Article 329, Paragraph 3 of theCompanies Act shall expire at the beginning of theordinary general meeting of shareholders for the lastbusiness year to end within two years after the election of
the substitute Audit & Supervisory Committee Member,unless shortened by the said resolution.

(Representative Directors)(Representative Directors)

Article 23

Article 23

The Board of Directors shall appoint Representative
Director(s) from among the Directors by its resolution.

The Board of Directors shall appoint Representative
Director(s) from among the Directors (excluding Directors
who are Audit & Supervisory Committee Members) by its
resolution.

(Directors With Special Titles)(Directors With Special Titles)

Article 24

Article 24

The Board of Directors shall appoint one Director andPresident by its resolution. In addition, when necessary,
the Board of Directors may appoint by its resolution one
Director and Chairman and a small number of Director
and Vice Chairmen, Director and Vice Presidents, Senior
Managing Directors, and Managing Directors.

The Board of Directors shall appoint one Director andPresident from among the Directors (excluding Directors
who are Audit & Supervisory Committee Members) by its
resolution. In addition, when necessary, the Board of
Directors may appoint by its resolution one Director andChairman and a small number of Director and Vice
Chairmen, Director and Vice Presidents, Senior Managing
Directors, and Managing Directors from among the
Directors (excluding Directors who are Audit &Supervisory Committee Members).

9Current Articles

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

Article 25

Article 25

1.

Representative Directors shall convene and chair Board of
Directors meetings, except where otherwise specified byapplicable laws and regulations.

1.

Directors predetermined by the Board of Directors shallconvene and chair Board of Directors meetings, except
where otherwise specified by applicable laws andregulations.

2.

Where there are multiple Representative Directors, theRepresentative Director with seniority following the orderpredetermined by the Board of Directors shall conveneand chair Board of Directors meetings. When
Representative Directors are unable to do so, another
Director, following the order predetermined by the Boardof Directors, shall perform that duty.

2.

When a Director who convenes and chairs the Board of
Directors meetings is unable to do so, another Director,
following the order predetermined by the Board of
Directors, shall perform the duties in their place.

(Notice of Meeting of the Board of Directors)(Notice of Meeting of the Board of Directors)

Article 26

Article 26

1.

When convening a Board of Directors meeting, a notice
shall be dispatched to each Director and each Audit &Supervisory Board Member at least three days before theday of the meeting; provided, however, that this period
may be reduced in case of emergency.

1.

When convening a Board of Directors meeting, a notice
shall be dispatched to each Director at least three days
before the day of the meeting; provided, however, that thisperiod may be reduced in case of emergency.

2.

With the consent of all Directors and Audit & Supervisory
Board Members, a Board of Directors meeting may be held
without following the convening procedures.

2.

With the consent of all Directors, a Board of Directors
meeting may be held without following the convening
procedures.

Article 27(Text omitted)

Article 27(Unchanged)(Omission of Resolutions of the Board of Directors)(Omission of Resolutions of the Board of Directors)

Article 28

Article 28

When all Directors agree in writing or by means ofelectronic records to a proposal to be resolved by the
Board of Directors, the Company shall deem that theBoard of Directors has passed a resolution to adopt the
proposal to be resolved; provided, however, that this shallnot apply to cases where any Audit & Supervisory Board
Member expresses an objection.

When all Directors agree in writing or by means ofelectronic records to a proposal to be resolved by the
Board of Directors, the Company shall deem that theBoard of Directors has passed a resolution to adopt the
proposal to be resolved.

(New)(Delegation of Decisions regarding Execution of Operations to
Directors)
Article 29
Pursuant to the provisions of Article 399-13, paragraph(6) of the Companies Act, the Board of Directors may
delegate all or part of decision-making on the execution ofimportant operations (excluding matters stipulated ineach item of paragraph (5) of the same article) to
Directors by its resolution.

(Minutes of the Board of Directors Meetings)(Minutes of the Board of Directors Meetings)

Article 29

Article 30

A summary of proceedings at the Board of Directors
meetings, the results thereof, and other matters stipulated
in laws and regulations shall be stated or recorded in theminutes, and the Chairperson and the Directors and Audit& Supervisory Board Members present shall affix theirnames and seals, signatures, or electronic signatures.
Article 30(Text omitted)

A summary of proceedings at the Board of Directors
meetings, the results thereof, and other matters stipulated
in laws and regulations shall be stated or recorded in theminutes, and the Directors present shall affix their names
and seals, signatures, or electronic signatures.

Article 31(Unchanged)(Remuneration, etc. for Directors)(Remuneration, etc. for Directors)

Article 31

Article 32

Remuneration, etc. for Directors shall be determined byresolution of the general meeting of shareholders.

Article 32(Text omitted)

Remuneration, etc. for Directors shall be determined byresolution of the general meeting of shareholders,distinguishing between Audit & Supervisory Committee
Members and other Directors.
Article 33

10(Unchanged)

Current Articles

Proposed Amendments

Chapter V
Audit & Supervisory Board Members and Audit & Supervisory
Board

Chapter V
Audit & Supervisory Committee(Appointment of Audit & Supervisory Board Members andEstablishment of the Audit & Supervisory Board)(Establishment of the Audit & Supervisory Committee)

Article 33

Article 34

The Company shall appoint Audit & Supervisory Board
Members and establish the Audit & Supervisory Board.

The Company shall establish the Audit & Supervisory
Committee.

(Number of Audit & Supervisory Board Members)(Deleted)

Article 34
The Company shall have not more than four Audit &Supervisory Board Members.
(Election of Audit & Supervisory Board Members)(Deleted)

Article 35
1.

Audit & Supervisory Board Members shall be elected byresolution of a general meeting of shareholders. However,approval of the Audit & Supervisory Board must be
obtained in order to submit a proposal for the election of
an Audit & Supervisory Board Member to the general
meeting of shareholders.

2.

Resolutions on the election of an Audit & Supervisory
Board Member shall be made by a majority of the votes ofthe shareholders present at the meeting where theshareholders holding at least one-third of the voting rightsof the shareholders entitled to exercise their votes at suchmeetings are present.

(Term of Office of Audit & Supervisory Board Members)(Deleted)

Article 36
1.

The term of office of an Audit & Supervisory Board
Member shall expire at the conclusion of the ordinary
general meeting of shareholders for the last business year
out of the business years terminating within four years
after the election of the Audit & Supervisory Board
Member.

2.

The term of office of an Audit & Supervisory Board
Member elected as a substitute shall be the same as theremaining term of office of the retired Audit & Supervisory
Board Member.

(Full Time Audit & Supervisory Board Members)(Full Time Audit & Supervisory Committee Members)

Article 37

Article 35

The Audit & Supervisory Board shall appoint full time
Audit & Supervisory Board Member(s) from among the
Audit & Supervisory Board Members.

The Audit & Supervisory Committee may appoint full time
Audit & Supervisory Committee Member(s) from among
the Audit & Supervisory Committee Members.

(Convener of Audit & Supervisory Board Meetings)(Convener of Audit & Supervisory Committee Meetings)

Article 38

Article 36

Each Audit & Supervisory Board Member shall convene
Audit & Supervisory Board meetings.

Each Audit & Supervisory Committee Member shallconvene Audit & Supervisory Committee meetings.

(Notice of an Audit & Supervisory Board Meeting)(Notice of an Audit & Supervisory Committee Meeting)

Article 39

Article 37

1.

When convening an Audit & Supervisory Board meeting, a
notice shall be dispatched to each Audit & Supervisory
Board Member at least three days before the day of themeeting; provided, however, that this period may be
reduced in case of emergency.

1.

When convening an Audit & Supervisory Committee
meeting, a notice shall be dispatched to each Audit &Supervisory Committee Member at least three days before
the day of the meeting; provided, however, that this period
may be reduced in case of emergency.

2.

With the consent of all Audit & Supervisory Board
Members, an Audit & Supervisory Board meeting may beheld without following the convening procedures.

2.

With the consent of all Audit & Supervisory Committee
Members, an Audit & Supervisory Committee meeting may
be held without following the convening procedures.

11Current Articles

Proposed Amendments(Chairperson of Audit & Supervisory Board Meetings)(Chairperson of Audit & Supervisory Committee Meetings)

Article 40

Article 38

1.

The Audit & Supervisory Board shall be chaired by a Full
Time Audit & Supervisory Board Member. In the event that
there is more than one Full Time Audit & Supervisory
Board Member, the Chairperson shall be appointed inadvance by mutual vote of the Audit & Supervisory Board
Members.

1.

The Audit & Supervisory Committee shall appoint a
Chairperson in advance.

2.

In case the Chairperson is unable to perform his/herduties, another Audit & Supervisory Board Member,
following the order predetermined by the Audit &Supervisory Board, shall perform the duties in their place.

2.

In case the Audit & Supervisory Committee Member who
serves as the Chairperson is unable to perform his/herduties, another Audit & Supervisory Committee Member,
following the order predetermined by the Audit &Supervisory Committee, shall perform that duty.

(Method of Resolutions of the Audit & Supervisory Board)(Method of Resolutions of the Audit & Supervisory Committee)

Article 41

Article 39

Resolutions of the Audit & Supervisory Board shall be
adopted by a majority of all the Audit & Supervisory Board
Members, provided that such a majority is present, except
when otherwise provided by laws and regulations.

Resolutions of the Audit & Supervisory Committee shall be
adopted by a majority of the Audit & Supervisory
Committee Members present, provided that a majority of
all the Audit & Supervisory Committee Members ispresent.

(Minutes of Audit & Supervisory Board Meetings)(Minutes of Audit & Supervisory Committee Meetings)

Article 42

Article 40

A summary of proceedings at the Audit & Supervisory
Board meetings, the results thereof, and other matters
stipulated in laws and regulations shall be stated orrecorded in the minutes, and the Audit & Supervisory
Board Members present shall affix their names and seals,
signatures, or electronic signatures.

A summary of proceedings at the Audit & Supervisory
Committee meetings, the results thereof, and othermatters stipulated in laws and regulations shall be statedor recorded in the minutes, and the Audit & Supervisory
Committee Members present shall affix their names andseals, signatures, or electronic signatures.

(Rules of the Audit & Supervisory Board)(Rules of the Audit & Supervisory Committee)

Article 43

Article 41

Except when otherwise provided by laws and regulationsor the Articles of Incorporation, matters concerning the
Audit & Supervisory Board shall be in accordance with theRules of the Audit & Supervisory Board established by the
Audit & Supervisory Board.
(Remuneration, etc. for Audit & Supervisory Board Members)

Except when otherwise provided by laws and regulationsor the Articles of Incorporation, matters concerning the
Audit & Supervisory Committee shall be in accordancewith the Rules of the Audit & Supervisory Committee
established by the Audit & Supervisory Committee.
(Deleted)

Article 44
Remuneration, etc. for Audit & Supervisory Board
Members shall be determined by resolution of a general
meeting of shareholders.
(Liability Limitation Agreements with Outside Audit & Supervisory
Board Members)
Article 45
The Company may enter into an agreement with Outside
Audit & Supervisory Board Members to limit their liability
for damages if the requirements prescribed by laws andregulations are met with respect to the liability fordamages provided for in Article 423, Paragraph 1 of theCompanies Act; provided, however, that the maximum
amount of the liability for damages under such agreement
shall be the minimum liability amount stipulated by laws
and regulations.

12(Deleted)

Current Articles
Chapter VI
Accounting Auditors
Articles 46 - 48

Proposed Amendments
Chapter VI
Accounting Auditors(Text omitted)

Articles 42 - 44

(Unchanged)(Remuneration, etc. for Accounting Auditors)(Remuneration, etc. for Accounting Auditors)

Article 49

Article 45

Remuneration, etc. for Accounting Auditors shall be
determined by the Representative Director with theconsent of the Audit & Supervisory Board.

Chapter VII
Accounting

Chapter VII
Accounting
Article 50

Remuneration, etc. for Accounting Auditors shall be
determined by the Representative Director with theconsent of the Audit & Supervisory Committee.

(Text omitted)

Article 46(Year-End Dividend)(Year-End Dividend)

Article 51

Article 47

The Company shall, by resolution of a general meeting ofshareholders, pay cash dividends of surplus (hereinafterreferred to as “Year-end Dividends”) to the shareholders
or registered pledgees of shares listed or recorded in the
final register of shareholders as of March 31 of each fiscal
year.
Articles 52 - 53

(Text omitted)(New)(Unchanged)

The Company shall, by resolution of a general meeting ofshareholders, pay cash dividends of surplus (hereinafterreferred to as “Year-end Dividends”) to the shareholders
or registered pledgees of shares listed or recorded in the
final register of shareholders as of March 31 of each fiscal
year. (Change in Japanese only; English unchanged)
Articles 48 - 49

(Unchanged)(Supplementary Provisions)(Transitional Measures, etc. for Providing Information inElectronic Format)(New)

Article 1
1.

The deletion of Article 16 (Internet Disclosure andDeemed Provision of Reference Documents for the General
Meeting of Shareholders, etc.) in the pre-amended Articles
of Incorporation and the establishment of the new Article
16 (Measures, etc. for Providing Information in Electronic
Format) in the amended Articles of Incorporation shall beeffective from September 1, 2022, the date of enforcementof the revised provisions provided for in the proviso to
Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of2019) (hereinafter referred to as the “Date of
Enforcement”).

2.

Notwithstanding the provisions of the preceding
paragraph, Article 16 of the pre-amended Articles ofIncorporation (Internet Disclosure and Deemed Provisionof Reference Documents for the General Meeting of
Shareholders, etc.) shall remain effective regarding any
general meeting of shareholders held on a date within six
months from the Date of Enforcement.

3.

(Note)The provisions of this article shall be deleted on the datewhen six months have elapsed from the Date of
Enforcement or three months have elapsed from the dateof the general meeting of shareholders in the preceding
paragraph, whichever is later.
This is a translation of the original Articles of Incorporation in Japanese. Some underlining does not coincide with the Japaneseversion because of translation adjustments. In the event of any discrepancy, the original Articles of Incorporation in Japanese
shall prevail.

13

Proposal No. 3:

Election of Ten Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The terms of office of the twelve Directors of the Company will expire as of the close of this General
Meeting of Shareholders. In addition, if Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” is approved and adopted as proposed, the Company will transition to a company with anaudit & supervisory committee from a company with an audit & supervisory board.
Accordingly, the Company requests the election of ten Directors (excluding Directors who are Audit& Supervisory Committee Members), on the condition that Proposal No. 2 “Partial Amendments to the
Articles of Incorporation” is approved and adopted as proposed.
The content of this Proposal shall become effective when the amendments to the Articles ofIncorporation pertaining to the transition to a company with an audit & supervisory committee in
Proposal No. 2 “Partial Amendments to the Articles of Incorporation” come into effect.
The candidates for Director (excluding Directors who are Audit & Supervisory Committee Members)of the Company are as follows:1.

Masaru Kawaguchi

Date of Birth:
Number of the Company’s Shares Owned:
Number of Years in Office as Director:
Attendance at Board of Directors Meetings:
Positions and Responsibilities in the Company:

Reelection

November 2, 1960
57,400 Shares
Six Years
100.0% (18/18)
President and Representative Director, GroupCEO█ Career Summary
Apr. 1983: Joined BANDAI CO., LTD.
Apr. 2002: Executive Officer and General Manager, Vending Machine Business Department of BANDAI
CO., LTD.
Apr. 2006: Director in charge of distribution policy of BANDAI CO., LTD.
Apr. 2010: Managing Director in charge of hobby business policy and quality assurance policy of
BANDAI CO., LTD.
Apr. 2015: Senior Managing Director in charge of toy business policy of BANDAI CO., LTD.
Aug. 2015: President and Representative Director of BANDAI CO., LTD.
Executive Officer of the Company
June 2016: Director in charge of Toys and Hobby SBU of the Company
Feb. 2018: President and Representative Director of BANDAI SPIRITS CO., LTD.
Apr. 2018: Director in charge of Toys and Hobby Unit of the Company
Apr. 2020: Executive Vice President and Director in charge of Toys and Hobby Unit of the Company
Apr. 2021: President and Representative Director Responsible for Entertainment Unit of theCompany
Chairman & Director of BANDAI CO., LTD.
Apr. 2022: President and Representative Director, Group CEO of the Company (current position)
Reasons for proposing Mr. Masaru Kawaguchi as a candidate for Director:
Mr. Masaru Kawaguchi has been supervising the management of the Company appropriately since
being appointed as Executive Vice President and Director of the Company in 2020 and as President andRepresentative Director of the Company in 2021 by, for example, achieving the previous Mid-term Planand record-high performance, and possesses extensive experience, achievements, and knowledge. He is
proposed as a candidate for Director as the Company considers him capable of ensuring that the Group
continues to grow.

14

2.

Yuji Asako

Date of Birth:
Number of the Company’s Shares Owned:
Number of Years in Office as Director:
Attendance at Board of Directors Meetings:
Positions and Responsibilities in the Company:

Reelection
January 18, 1966
46,900 Shares
12 Years
100.0% (18/18)
Director, CFO, CISO, and CSO (Chief
Sustainability Officer) in charge of Corporate
Planning Division and Group Administrative
Headquarters█ Career Summary
Apr. 1986: Joined BANDAI CO., LTD.
Aug. 2005: General Manager, Accounting Division of BANDAI CO., LTD.
Sep. 2005: Joined the Company, as General Manager of Corporate Administration Department incharge of PR and IR, and Accounting and Finance
Apr. 2006: Director of NAMCO BANDAI Games Inc. (currently Bandai Namco Entertainment Inc.)
Apr. 2008: Executive Officer, Division General Manager of Corporate Planning Division of theCompany
June 2010: Director in charge of Corporate Planning and Division General Manager of Corporate
Planning Division of the Company
June 2011: Director and Division General Manager of Corporate Planning Division of the Company
Apr. 2014: Director of NAMCO LIMITED (*) (currently Bandai Namco Amusement Inc.)* Newly established company through the incorporation-type company split of NAMCO
LIMITED (currently Bandai Namco Entertainment Inc.)
Apr. 2017: Director of Bandai Namco Holdings Asia Co., Ltd. (current position)
Apr. 2021: Director and Division General Manager of Corporate Planning Division Supervising
Amusement Unit of the Company
Director of Bandai Namco Amusement Inc. (current position)
Apr. 2022: Director, CFO, CISO, and CSO (Chief Sustainability Officer) in charge of Corporate Planning
Division and Group Administrative Headquarters of the Company (current position)
Reasons for proposing Mr. Yuji Asako as a candidate for Director:
Mr. Yuji Asako possesses extensive experience, achievements, and knowledge relating to management
and administration, including business planning and accounting, and also has experience in roles
where he was responsible for internal and external communications, such as IR, PR and SR, as well assustainable activities and information security. He is proposed as a candidate for Director as theCompany considers him capable of implementing the Group’s management strategies and seeking asustained increase in corporate value.

15

3.

Nobuhiko Momoi

Date of Birth:
Number of the Company’s Shares Owned:
Positions and Responsibilities in the Company:

New election
December 25, 1968
5,100 Shares
Executive Officer and General Manager ofGroup Business Strategy Department■ Career Summary
Apr. 1991:
Dec. 1998:
Oct. 2001:
Jul. 2004:
Apr. 2016:
Apr. 2018

Joined Sony Corporation (currently SONY GROUP CORPORATION)
Joined Nemic-Lambda Co., Ltd. (currently TDK-Lambda Corporation)
Joined BANDAI CO., LTD.
General Manager of New Business Office of BANDAI CO., LTD.
Executive Officer and General Manager of Media Department of BANDAI CO., LTD.
Director in charge of Europe and Americas business policy and Head of Life BusinessCompany of BANDAI CO., LTD.
Apr. 2018 Chairman and Representative Director of BANDAI ESPAÑA S.A. (current position)
Apr. 2021 Managing Director in charge of media policy and Europe and Americas businessDirector of Bandai Namco Entertainment Europe S.A.S. (currently Bandai Namco Europe
S.A.S.) (current position)
Apr. 2022 President & CEO of Bandai Namco Holdings USA Inc. (current position)
Director in charge of US, Canada, Latin America and Europe Business Strategy of BANDAI
CO., LTD. (current position)
Executive Officer and General Manager of Group Business Strategy Department of theCompany (current position)(Major concurrent position)
President & CEO of Bandai Namco Holdings USA Inc.
Reasons for proposing Mr. Nobuhiko Momoi as a candidate for Director:
Mr. Nobuhiko Momoi possesses extensive experience, achievements, and knowledge in the Toys andHobby Business in Japan and overseas and has also been engaged in building ties among the various
businesses of the Group as Executive Officer and General Manager of the Group Business Strategies
Division of the Company since April 2022. He is proposed as a candidate for Director as the Company
considers him capable of enhancing collaboration in Group management.

16

4.

Yasuo Miyakawa

Date of Birth:
Number of the Company’s Shares Owned:
Number of Years in Office as Director:
Attendance at Board of Directors Meetings:
Positions and Responsibilities in the Company:

Reelection
June 8, 1956
26,250 Shares
Four Years
100.0% (18/18)
Director in charge of Digital Business ofEntertainment Unit

█ Career Summary
Apr. 1981: Joined BANDAI CO., LTD.
Jan. 1996: Director of Bandai Digital Entertainment
Apr. 2000: Joined SUNRISE INC. (currently Bandai Namco Filmworks Inc.), as General Manager of
Network Development Department
Apr. 2004: Director of SUNRISE INC.
Apr. 2008: Managing Director of SUNRISE INC.
Apr. 2011: Senior Managing Director of SUNRISE INC.
Apr. 2013: Vice President and Director of SUNRISE INC.
Apr. 2014: President and Representative Director of SUNRISE INC.
Apr. 2015: President and Representative Director of Bandai Namco Pictures Inc.
Apr. 2018: Executive Officer in charge of IP Creation Unit of the Company
June 2018: Director in charge of IP Creation Unit of the Company
Mar. 2019: President and Representative Director of Evolving GUNDAM Inc.
Apr. 2019: Director in charge of Network Entertainment Unit of the Company
President and Representative Director of Bandai Namco Entertainment Inc. (current
position)
Apr. 2021: Director in charge of Digital Business of Entertainment Unit of the Company (current
position)(Major concurrent position)
President and Representative Director of Bandai Namco Entertainment Inc.
Reasons for proposing Mr. Yasuo Miyakawa as a candidate for Director:
Mr. Yasuo Miyakawa possesses extensive experience, achievements, and knowledge from his wideranging involvement in multiple businesses in the Group. He has driven the business forward as the
President and Representative Director of Bandai Namco Entertainment Inc., which is the current
business management company of the Digital Business of the Entertainment Unit in the Group, since2019. He is proposed as a candidate for Director as the Company considers him capable of building
closer ties between the Digital Business and Group management.

17

5.

Kazuhiro Takenaka

Date of Birth:
Number of the Company’s Shares Owned:
Positions and Responsibilities in the Company:

New election

February 11, 1964
18,000 Shares
Executive Officer in charge of the Toys andHobby Business of Entertainment Unit

■ Career Summary
Apr. 1987: Joined BANDAI CO., LTD.
Apr. 2006: General Manager of Media Department of BANDAI CO., LTD.
Apr. 2011: Executive Officer and General Manager of Vending Machine Business Department of
BANDAI CO., LTD.
June 2015: Director in charge of hobby business policy of BANDAI CO., LTD.
Apr. 2018: Director in charge of Media Department, Online Marketing Strategy Office, Collectors Toy
Department, and Hobby Business Department of BANDAI SPIRITS CO., LTD.
Apr. 2019: Managing Director in charge of Media Department of BANDAI SPIRITS CO., LTD.
Apr. 2021: President and Representative Director of BANDAI CO., LTD. (current position)
Executive Officer in charge of the Toys and Hobby Business of Entertainment Unit of theCompany (current position)(Major concurrent position)
President and Representative Director of BANDAI CO., LTD.
Reasons for proposing Mr. Kazuhiro Takenaka as a candidate for Director:
Mr. Kazuhiro Takenaka possesses extensive experience, achievements, and knowledge in the Toys andHobby Business and has driven the business forward as President and Representative Director of
BANDAI CO., LTD., which is the business management company of the Toys and Hobby Business of theEntertainment Unit in the Group, since 2021. In addition to these factors, he is proposed as a candidate
for Director as the Company considers him capable of building closer ties between the Toys and Hobby
Business and Group management.

18

6.

Makoto Asanuma

Reelection

Date of Birth:
April 23, 1963
Number of the Company’s Shares Owned:
19,400 Shares
Number of Years in Office as Director:
Three Years
Attendance at Board of Directors Meetings:
100.0% (18/18)
Positions and Responsibilities in the Company:
Director in charge of IP Production Unit
█ Career Summary
Apr. 1986: Joined Kabushiki Kaisha Network
Oct. 2000: Joined Bandai Networks Co., Ltd.
Apr. 2004: General Manager of Mobile Business Department of Bandai Networks Co., Ltd.
June 2005: Director, Deputy Division Head of Business Division and General Manager of Content
Business Department of Bandai Networks Co., Ltd.
Apr. 2009: Executive Officer and Deputy Division Head of NE Business Division of NAMCO BANDAI
Games Inc. (currently Bandai Namco Entertainment Inc.)
Oct. 2010: President and Representative Director of Bandai Namco Online Inc.
Apr. 2014: Director, Division Head of Business Division I of Bandai Namco Entertainment Inc.
Apr. 2015: Managing Director in charge of Global Business Promotion Unit / Media Unit of Bandai
Namco Entertainment Inc.
Apr. 2018: Senior Managing Director of SUNRISE INC. (currently Bandai Namco Filmworks Inc.)
Mar. 2019: Chairman of SUNRISE SHANGHAI CO., LTD. (current position)
Apr. 2019: Executive Officer in charge of IP Creation Unit of the Company
President and Representative Director of SUNRISE INC. (current position)
June 2019: Director in charge of IP Creation Unit of the Company
Apr. 2021: Director in charge of Creation Business of IP Production Unit of the Company
Apr. 2022: Director in charge of IP Production Unit of the Company (current position)(Major concurrent positions)
President and Representative Director of Bandai Namco Filmworks Inc.
Chairman of SUNRISE SHANGHAI CO., LTD.
Reasons for proposing Mr. Makoto Asanuma as a candidate for Director:
Mr. Makoto Asanuma possesses extensive experience, achievements, and knowledge from his wideranging involvement in multiple businesses in the Group. He has driven the business forward as the
President and Representative Director of SUNRISE INC. (currently Bandai Namco Filmworks Inc.),
which is the current business management company of the IP Production Unit in the Group, since 2019.
He is proposed as a candidate for Director as the Company considers him capable of building closer ties
between the IP Production Business and Group management.

19

7.

Hiroshi Kawasaki

Reelection

Date of Birth:
April 24, 1963
Number of the Company’s Shares Owned:
23,950 Shares
Number of Years in Office as Director:
One Year
Attendance at Board of Directors Meetings:
100.0% (14/14)
Positions and Responsibilities in the Company:
Director in charge of Amusement Unit
█ Career Summary
Apr. 1987: Joined BANDAI CO., LTD.
Apr. 2001: Executive Officer and General Manager of Innovative Toy Business Department of BANDAI
CO., LTD.
Oct. 2005: General Manager of President’s Office and Corporate Planning Department of theCompany
Apr. 2007: Director of NAMCO LIMITED (*) (currently Bandai Namco Amusement Inc.)* Newly established company through the incorporation-type company split of NAMCO
LIMITED (currently Bandai Namco Entertainment Inc.)
Apr. 2015: Managing Director of NAMCO LIMITED
Apr. 2018: Director of Bandai Namco Entertainment Inc.
Apr. 2021: Executive Officer in charge of Amusement Unit of the Company
President and Representative Director of Bandai Namco Amusement Inc. (current
position)
June 2021: Director in charge of Amusement Unit of the Company (current position)(Major concurrent position)
President and Representative Director of Bandai Namco Amusement Inc.
Reasons for proposing Mr. Hiroshi Kawasaki as a candidate for Director:
Mr. Hiroshi Kawasaki possesses extensive experience, achievements, and knowledge from his wideranging involvement in multiple businesses in the Group. He has driven the business forward as the
President and Representative Director of Bandai Namco Amusement Inc., which is the business
management company of the Amusement Unit in the Group, since 2021. He is proposed as a candidate
for Director as the Company considers him capable of building closer ties between the Amusement
Business and Group management.

20

8.

Shuji Ohtsu

Date of Birth:
Number of the Company’s Shares Owned:
Number of Years in Office as Director:
Attendance at Board of Directors Meetings:
Positions and Responsibilities in the Company:

Reelection
August 6, 1959
44,400 Shares
14 Years
100.0% (18/18)
Director and CIO in charge of Bandai Namco
Business Arc Inc.

█ Career Summary
Mar. 1986: Licensed as a Certified Public Accountant
Dec. 1996: Partner of Century Audit Corporation
Jan. 2000: Partner of Century Ota Showa & Co. (currently Ernst & Young ShinNihon LLC)
Sep. 2003: Partner of KPMG AZSA & Co. (currently KPMG AZSA LLC)
May 2004: Board Member of KPMG AZSA & Co.
Oct. 2007: Joined the Company as Adviser
June 2008: Director in charge of Overseas Operations, Group Administrative Headquarters, Corporate
Legal Affairs Department and Internal Auditing Division of the Company
June 2011: Director in charge of Overseas Regional Headquarters Companies and Division General
Manager of the Group Administrative Headquarters of the Company
Apr. 2013: Director and Division General Manager of the Group Administrative Headquarters of theCompany
President and Representative Director of NAMCO BANDAI Holdings (USA) Inc. (currently
Bandai Namco Holdings USA Inc.)
Apr. 2015: President and Representative Director of Bandai Namco Business Arc Inc. (current
position)
Oct. 2017: President and Representative Director of Bandai Namco Will Inc. (current position)
Apr. 2022 Director and CIO in charge of Bandai Namco Business Arc Inc. of the Company (current
position)(Major concurrent positions)
President and Representative Director of Bandai Namco Business Arc Inc.
President and Representative Director of Bandai Namco Will Inc.
Reasons for proposing Mr. Shuji Ohtsu as a candidate for Director:
Mr. Shuji Ohtsu possesses specialist expertise as a certified public accountant, as well as extensive
experience and achievements. He is proposed as a candidate for Director as the Company considers
him capable of strengthening Group management structures and ensuring highly transparent
management.

21

9.

Koichi Kawana

Reelection
Outside Director

Date of Birth:
April 23, 1958
Number of the Company’s Shares Owned:--- Shares
Number of Years in Office as Director:
Three Years
Attendance at Board of Directors Meetings:
100.0% (18/18)
Positions and Responsibilities in the Company:
Outside Director█ Career Summary
Apr. 1982: Joined JGC CORPORATION (currently JGC HOLDINGS CORPORATION)
Jul. 1997: General Manager, Abu Dhabi Office and General Manager, Kuwait Office of JGC
CORPORATION
Jul. 2001: General Manager, London Office and JGC UK Managing Director of JGC CORPORATION
May 2004: General Manager, Project Business Investment Promotion Department, Project Business
Promotion Division, Global Marketing Division of JGC CORPORATION
Aug. 2007: Executive Officer, Senior General Manager, New Business Promotion Division, Global
Marketing Division of JGC CORPORATION
Jul. 2009: Managing Director, Senior General Manager, Global Marketing Division of JGC
CORPORATION
June 2010: Representative Director, Senior Executive Vice President of JGC CORPORATION
Jul. 2011: Representative Director and President of JGC CORPORATION
June 2017: Director, Vice Chairman of JGC CORPORATION
June 2018: Vice Chairman of JGC CORPORATION
June 2019: Outside Director of the Company (current position)
Outside Director (Audit & Supervisory Committee Member) of COMSYS Holdings
Corporation (current position)
Outside Director of TOKYO ELECTRON DEVICE LIMITED (current position)
June 2020: External Director of RENOVA, Inc. (current position)(Major concurrent positions)
Outside Director (Audit & Supervisory Committee Member) of COMSYS Holdings Corporation
Outside Director of TOKYO ELECTRON DEVICE LIMITED
External Director of RENOVA, Inc.
Reasons for proposing Mr. Koichi Kawana as a candidate for Outside Director and expected role:
Given Mr. Koichi Kawana’s extensive knowledge and experience in corporate management, theCompany anticipates that he will be able to further strengthen management oversight and checking
functions, and introduce a global managerial perspective based on his extensive experience working
overseas, and thus believes that he will be able to perform the duties of an Outside Director
appropriately.

22

10.

Toshio Shimada

Reelection
Outside Director

Date of Birth:
June 4, 1957
Number of the Company’s Shares Owned:--- Shares
Number of Years in Office as Director:
One Year
Attendance at Board of Directors Meetings:
100.0% (14/14)
Positions and Responsibilities in the Company:
Outside Director█ Career Summary
Apr. 1980: Joined JGC CORPORATION (currently JGC HOLDINGS CORPORATION)
Jul. 1990: Joined Sanwa Research Institute Corp. (currently Mitsubishi UFJ Research and Consulting
Co., Ltd.)
Aug. 1992: Joined JGC Information Systems Co., Ltd.
Nov. 1997: Joined CAC Corporation (currently CAC Holdings Corporation)
Mar. 2000: Executive Officer and General Manager of Corporate Planning Department of CAC
Corporation
Mar. 2002: Director and General Manager of Corporate Planning Division of CAC Corporation
Jul. 2003: Managing Director and General Manager of Operational Headquarters of CAC Corporation
Mar. 2004: President and CEO of CAC Corporation
Jan. 2011: Chairman and CEO of CAC Corporation
June 2011: Vice Chairman of Japan Information Technology Services Industry Association
Mar. 2015: Director and Chairman of CAC Holdings Corporation
Mar. 2019: Special Advisor of CAC Holdings Corporation (current position)
June 2021: Outside Director of the Company (current position)(Major concurrent positions)
Special Advisor of CAC Holdings Corporation
Reasons for proposing Mr. Toshio Shimada as a candidate for Outside Director and expected role:
Given Mr. Toshio Shimada’s extensive knowledge and experience in corporate management, theCompany anticipates that he will be able to further strengthen management oversight and checking
functions, and introduce his extensive knowledge concerning fusion of corporate management anddigital technology into the Company’s managerial perspective, and thus believes that he will be able toperform the duties of an Outside Director appropriately.
(Notes) 1. Each of Mr. Koichi Kawana and Mr. Toshio Shimada is a candidate for Outside Director of theCompany. Each of Mr. Koichi Kawana and Mr. Toshio Shimada is currently Outside Director of
the Company. As of the close of this General Meeting of Shareholders, Mr. Koichi Kawana will
have served as Outside Director for approximately three years, and Mr. Toshio Shimada will
have served as Outside Director for approximately one year.
2. Independence as Outside Director
The Company believes that Mr. Koichi Kawana and Mr. Toshio Shimada, who are candidates
for Outside Director of the Company, both satisfy the Company’s Standards for the
Independence of Outside Directors and Outside Audit & Supervisory Board Members (pleaserefer to “Standards for the Independence of Outside Directors and Outside Audit &Supervisory Board Members” on page 30) and thus have no risk of conflicts of interest withgeneral shareholders and have a high degree of independence. The Company has filed anotification with the Tokyo Stock Exchange that each of the candidates would be Independent
Directors/Audit & Supervisory Board Members as defined in the rules of the Tokyo Stock
Exchange and would be the Independent Directors/Audit & Supervisory Board Members of
the Company after the election at this Ordinary General Meeting of Shareholders.
3. Each of Mr. Hiroshi Kawasaki and Mr. Toshio Shimada were elected at the Sixteenth Ordinary
General Meeting of Shareholders held on June 21, 2021, and thus, the number of Board of
Directors Meetings on which their attendance rates are based differ from that of other
Directors. There have been 14 Board of Directors Meetings since Mr. Hiroshi Kawasaki and
Mr. Toshio Shimada assumed the office of Director.
4. The Company does not intend to conclude with each of the candidates for Outside Director a
Liability Limitation Agreement provided for in Article 427, Paragraph 1 of the Companies Act.

23

5. The Company does not intend to conclude with each of the candidates for Director an
Indemnification Agreement provided for in Article 430-2, Paragraph 1 of the Companies Act.
6. The Company has concluded a Directors and Officers Liability (D&O) Insurance Policy
prescribed in Article 430-3, Paragraph 1 of the Companies Act with an insurance company,
and the overview of said insurance policy is as stated in page 62 of the Business Report. If
this Proposal is approved and adopted as proposed, each of the candidates for Director will
be included as an insured under the policy. In addition, the Company plans to renew the policy
with the same terms at the time of its renewal.
7. There are no special interests between each of the candidates for Director and the Company.

24Proposal No. 4:

Election of Four Directors Who Are Audit & Supervisory Committee Members

If Proposal No. 2 “Partial Amendments to the Articles of Incorporation” is approved and adopted as
proposed, the Company will transition to a company with an audit & supervisory committee from acompany with an audit & supervisory board.
Accordingly, the Company requests the election of four Directors who are Audit & Supervisory
Committee Members, on the condition that Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” is approved and adopted as proposed. This Proposal has already been approved by the
Audit & Supervisory Board.
The content of this Proposal shall become effective when the amendments to the Articles ofIncorporation pertaining to the transition to a company with an audit & supervisory committee in
Proposal No. 2 “Partial Amendments to the Articles of Incorporation” come into effect.
The candidates for Director who is an Audit & Supervisory Committee Member of the Company are
as follows:1.

Masataka Nagaike

New election

Date of Birth:
May 15, 1959
Number of the Company’s Shares Owned:
3,200 Shares
Number of Years in Office as an Audit & Supervisory
Four Years
Board Member:
Attendance at Board of Directors Meetings:
100.0% (18/18)
Attendance at Audit & Supervisory Board Meetings: 100.0% (15/15)
Positions and Responsibilities in the Company:
Full Time Audit & Supervisory Board Member█ Career Summary
Nov. 1994: Joined NAMCO LIMITED (currently Bandai Namco Entertainment Inc.)
Apr. 2004: Leader of General Affairs and Compliance Group of NAMCO LIMITED
Sep. 2005: Joined the Company, as General Manager in charge of Human Resources and General
Affairs of the Corporate Administration Department
Apr. 2007: Director of BANDAI CO., LTD.
Apr. 2009: General Manager of Corporate Legal Affairs Department of the Company
June 2018: Full Time Audit & Supervisory Board Member of the Company (current position)
Reasons for proposing Mr. Masataka Nagaike as a candidate for Director who is an Audit & Supervisory
Committee Member:
Given his many years of experience in engaging in work in the administration divisions, and mastering
corporate legal affairs, the Company expects Mr. Masataka Nagaike to utilize his knowledge andexperience for the audit & supervisory system of the Company, and thus believes that he will be able toperform the duties of an Audit & Supervisory Committee Member appropriately.

25

2.

New election

Toru Shinoda

Date of Birth:
Number of the Company’s Shares Owned:
Number of Years in Office as an Audit & Supervisory
Board Member:
Attendance at Board of Directors Meetings:
Attendance at Audit & Supervisory Board Meetings:
Positions and Responsibilities in the Company:

Outside Director
December 5, 1963
300 Shares
Four Years
100.0% (18/18)
100.0% (15/15)
Full Time Outside Audit & Supervisory Board
Member█ Career Summary
Apr. 1986: Joined Daiwa Securities Co. Ltd.
Oct. 1991: Joined Showa Ota & Co. (currently Ernst & Young ShinNihon LLC)
Aug. 1995: Licensed as a Certified Public Accountant
June 2018: Full Time Outside Audit & Supervisory Board Member of the Company (current position)(Major concurrent position)
Certified Public Accountant
Reasons for proposing Mr. Toru Shinoda as a candidate for Outside Director who is an Audit &Supervisory Committee Member and expected role:
Given his many years mastering audit practices, and given he is a certified public accountant, theCompany expects Mr. Toru Shinoda to utilize his advanced knowledge and experience in accounting
and auditing for the audit & supervisory system of the Company, and thus believes that he will be able
to perform the duties of an Audit & Supervisory Committee Member appropriately. Although he has notbeen involved in corporate management other than through serving as an outside officer, for thereasons described above, the Company believes that he will be able to perform the duties of an Audit &Supervisory Committee Member appropriately.

26

3.

New election

Satoko Kuwabara

Date of Birth:
Number of the Company’s Shares Owned:
Number of Years in Office as Director:
Attendance at Board of Directors Meetings:
Positions and Responsibilities in the Company:

Outside Director
November 1, 1964--- Shares
Six Years
100.0% (18/18)
Outside Director■ Career Summary
Apr. 1990: Admitted to the bar in Japan
Joined Mori Sogo Law Offices (currently Mori Hamada & Matsumoto)Jan. 1998: Partner of Mori Hamada & Matsumoto
June 2016: Outside Director of the Company (current position)
Mar. 2020: Outside Auditor of Unicafe Inc. (current position)
Apr. 2020: Partner of GAIEN PARTNERS (current position)
June 2020: Outside Audit & Supervisory Board Member of Nippon Yusen Kabushiki Kaisha (current
position)
June 2021: Outside Director of Mitsubishi UFJ Financial Group, Inc. (current position)(Major concurrent positions)
Attorney-at-Law
Partner of GAIEN PARTNERS
Outside Auditor of Unicafe Inc.
Outside Audit & Supervisory Board Member of Nippon Yusen Kabushiki Kaisha
Outside Director of Mitsubishi UFJ Financial Group, Inc.
Reasons for proposing Ms. Satoko Kuwabara as a candidate for Outside Director who is an Audit &Supervisory Committee Member and expected role:
Given her many years of experience as an attorney-at-law, the Company expects Ms. Satoko Kuwabara
to utilize her advanced knowledge and experience from a legal risk perspective, and thus believes that
she will be able to perform the duties of an Audit & Supervisory Committee Member appropriately.
Although she has not been involved in corporate management other than through serving as an outside
officer, for the reasons described above, the Company believes that she will be able to perform theduties of an Audit & Supervisory Committee Member appropriately.

27

4.

New election

Takayuki Komiya

Date of Birth:
Number of the Company’s Shares Owned:

Outside Director
August 27, 1970--- Shares■ Career Summary
Nov. 1993: Joined Century Audit Corporation (currently Ernst & Young ShinNihon LLC)
Apr. 1997: Licensed as a Certified Public Accountant
Jul. 2001: Joined Takano Sogo Accounting Office (currently Certified Public Tax Accountant’s Co.
Takano Sogo Accounting Firm)
Jan. 2002: Licensed as a Certified Public Tax Accountant
June 2006: Outside Audit & Supervisory Board Member of NAMCO LIMITED (*) (currently Bandai
Namco Amusement Inc.) (current position)* Newly established company through the incorporation-type company split of NAMCO
LIMITED (currently Bandai Namco Entertainment Inc.)
Jul. 2007: Representative Director of Takano Sogo Consulting Co., Ltd.
June 2010: Senior Partner of Certified Public Tax Accountant’s Co. Takano Sogo Accounting Firm
Dec. 2017: Representative Director of KEY Consulting Co., Ltd. (current position)(Major concurrent position)
Certified Public Accountant
Certified Public Tax Accountant
Reasons for proposing Mr. Takayuki Komiya as a candidate for Outside Director who is an Audit &Supervisory Committee Member and expected role:
Given his many years mastering accounting and tax practices, and given he is a certified public
accountant and a certified public tax accountant, the Company expects Mr. Takayuki Komiya to utilize
his advanced knowledge and experience in accounting, tax affairs and auditing for the audit &supervisory system of the Company, and thus believes that he will be able to perform the duties of an
Audit & Supervisory Committee Member appropriately.
(Notes) 1. Each of Mr. Toru Shinoda, Ms. Satoko Kuwabara and Mr. Takayuki Komiya is a candidate for
Outside Director of the Company. Ms. Satoko Kuwabara is currently Outside Director of theCompany. As of the close of this General Meeting of Shareholders, Ms. Satoko Kuwabara will
have served as Outside Director for approximately six years.
2. Independence as Outside Director
The Company believes that Mr. Toru Shinoda, Ms. Satoko Kuwabara and Mr. Takayuki
Komiya, who are candidates for Outside Director of the Company, all satisfy the Company’sStandards 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 30) and thus have no risk of conflicts ofinterest with general shareholders and have a high degree of independence. The Company
has filed a notification with the Tokyo Stock Exchange that each of the candidates would be
Independent Directors/Audit & Supervisory Board Members as defined in the rules of theTokyo Stock Exchange and would be the Independent Directors/Audit & Supervisory Board
Members of the Company after the election at this Ordinary General Meeting of Shareholders.
3. Each of Mr. Masataka Nagaike and Mr. Toru Shinoda currently serves as an officer who is not
an Executive Officer (Audit & Supervisory Board Member), and the term of office of each
person is approximately four years.
4. Ms. Satoko Kuwabara’s name on the family register is Satoko Ota.
5. The Company does not intend to conclude with each of the candidates for Outside Director a
Liability Limitation Agreement provided for in Article 427, Paragraph 1 of the Companies Act.
6. The Company does not intend to conclude with each of the candidates for Director an
Indemnification Agreement provided for in Article 430-2, Paragraph 1 of the Companies Act.
7. The Company has concluded a Directors and Officers Liability (D&O) Insurance Policy
prescribed in Article 430-3, Paragraph 1 of the Companies Act with an insurance company,
and the overview of said insurance policy is as stated in page 62 of the Business Report. If
this Proposal is approved and adopted as proposed, each of the candidates for Director will
be included as an insured under the policy. In addition, the Company plans to renew the policy

28with the same terms at the time of its renewal.
8. There are no special interests between each of the candidates for Director and the Company.

29

Policy on and process for selecting candidates for Director of the Company <Reference>
The Company selects candidates for Director of the Company using the following policy and process.
If Proposal No. 3 and Proposal No. 4 are approved and adopted as proposed, Outside Directors shallmake up one-third of all Directors, such that five of the fourteen Directors of the Company will be
independent Outside Directors.
Policy on and process for selecting candidates for Director of the Company
To select candidates for Director of the Company, candidates are nominated on the basis of sufficiently
broad expertise and experience in decision-making for corporate management, background in a businesssupervisory capacity, or achievements and knowledge from their career to date. The basic policy is that at least
one-third of Directors should be Outside Directors and all of the Outside Directors should be independent
Outside Directors.
To select candidates for independent Outside Director of the Company, nominations that provide anappropriate balance of, for example, individuals with extensive experience in corporate management,
individuals with profound knowledge of corporate strategy, lawyers who are experts in compliance and otherinternal controls, or certified public accountants and certified public tax accountants who are experts inaccounting and tax affairs, are considered and a decision is made accordingly.
When selecting candidates for Director of the Company, a Personnel Committee of which the chair and amajority of the members are independent Outside Directors is established on a discretionary basis to act as aforum for debate and receive recommendations based on the respective candidate’s achievements andknowledge, and the independent Outside Directors conduct interviews with new candidates before a decision
is made at a Board of Directors meeting.

30

Standards for the Independence of Outside Directors and Outside Audit & Supervisory Board Members(Reference)
Having prescribed the following “Standards for the Independence of Outside Directors and Outside Audit& Supervisory Board Members,” upon transitioning to a company with an audit & supervisory committee,
the Company has nominated outside officers from among the candidates whom the Company hasrequested be elected in Proposal No. 3 and Proposal No. 4, replacing the terms* of the following standards.
* “Directors” shall be replaced by “Directors who are not Audit and Supervisory Committee Members” of
the Company, and “Audit & Supervisory Board Members” shall be replaced by “Directors who are Audit &Supervisory Committee Members” of the Company.
Standards for the Independenceof Outside Directors and Outside Audit & Supervisory Board Members
In order for the Outside Directors and Outside Audit & Supervisory Board Members of the Company to be
judged as being independent, such Outside Directors and Outside Audit & Supervisory Board Members must
not fall under any of the following items.
1. Any person who purports to be a major business partner of the Company (including group companies of theCompany; the same applies hereinafter)
2. Any Executive Director, Executive Officer, Manager or other employee of a company that purports to be amajor business partner of the Company
3. Any person who is a major business partner of the Company
4. Any Executive Director, Executive Officer, Manager or other employee of a company that is a major business
partner of the Company
5. Any attorney-at-law, certified public accountant, certified public tax accountant, consultant or other expert
who receives monies or other economic benefits above a certain amount from the Company, in addition tohis or her remuneration as a Director or Audit & Supervisory Board Member
6. Any person belonging to a company, association or other organization such as a law firm, auditing firm, tax
accountant corporation and consultancy which receives monies or other economic benefits above a certain
amount from the Company
7. Any person receiving donations or subsidies from the Company above a certain amount
8. Any person who is a Board member or other Executive Officer in a company, association or otherorganization which receives donations or subsidies from the Company above a certain amount
9. If an Executive Director or Full Time Audit & Supervisory Board Member of 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 fiveyears
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 (orcompany) who has provided the Company with a loan of an amount 2% or greater of the value of theCompany’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; whicheveris greater.”

31

Portfolio of Anticipated Executive Skills after Election (Skill Matrix) <Reference>
Business Segment Experience

✓
✓
✓

✓
✓

✓

Internationality✓✓✓

Facilities
and machines✓

IP creation
anddevelopment✓

Visual andmusic

Toys andhobby✓

Sustainability

✓

✓
✓

✓
✓
✓
✓
✓

✓
✓

✓

Independence✓

Digital technology
and information
security✓✓✓✓

Legal affairs

Masaru Kawaguchi
Yuji Asako
Nobuhiko Momoi
Directors(excluding
Yasuo Miyakawa
Directors
InsideKazuhiro
Takenaka
who areAudit &
Makoto Asanuma
Supervisory
Hiroshi Kawasaki
Committee
Members
Shuji Ohtsu
Koichi Kawana
OutsideToshio Shimada
Directors
InsideMasataka Nagaike
who areToru Shinoda
Audit &
Supervisory Outside
Satoko Kuwabara
Committee
Takayuki Komiya
Members

DigitalCandidates

✓
✓
✓
✓
✓
✓
✓
✓
✓
✓

Finance, tax
affairs, andaccounting

Masaru Kawaguchi
Yuji Asako
Nobuhiko Momoi
Directors(excluding
Yasuo Miyakawa
Directors
InsideKazuhiro
Takenaka
who areAudit &
Makoto Asanuma
Supervisory
Hiroshi Kawasaki
Committee
Members)
Shuji Ohtsu
Koichi Kawana
OutsideToshio Shimada
Directors
InsideMasataka Nagaike
who areToru Shinoda
Audit &
Satoko Kuwabara
Supervisory Outside
Committee
Takayuki Komiya
Members

Corporate
management

Candidates

✓
✓
✓
✓

✓
✓

✓
✓

✓
✓

✓
✓

✓
✓
✓
✓

32

✓
✓
✓

Corporate Governance Structure After Transition to a Company With an Audit & Supervisory
Committee <Reference>

General Meeting of Shareholders

Independent Auditor

Appointment/ Dismissal

Election/ Dismissal

Election/ Dismissal

Board of Directors
Cooperation

Audit & Supervisory
Committee

Directors who are not Audit &Supervisory Committee
Members

Directors who are Audit &Supervisory Committee
Members

Reports

Cooperation or
directions

Auditing

Delegationof authority

Auditing/
Supervision

Reports

Optional committees
Independent
Directors and Audit &Supervisory
Committee Members
Committee
Personnel Committee
Group Sustainability
Committee*newly established

Full-Time Officers Committee*newly established

Reports

Appointment/
Dismissal/ Supervision

Reports

Group Risk Compliance
Committee

Representative Director
Reports

Group Information
Security Committee

Directions

Internal Auditing DivisionInternal Control
Committee

33

Proposal No. 5:

Determination of Remuneration Limit for Directors (Excluding Directors Who Are
Audit & Supervisory Committee Members)

If Proposal No. 2 “Partial Amendments to the Articles of Incorporation” is approved and adopted as
proposed, the Company will transition to a company with an audit & supervisory committee from acompany with an audit & supervisory board.
At the Tenth Ordinary General Meeting of Shareholders held on June 22, 2015, it was resolved thatthe remuneration limit for the Company’s Directors would be 850 million yen per fiscal year (including amaximum of 60 million yen for Outside Directors), of which 400 million yen would be for baseremuneration and the remaining 450 million yen would be for cash bonuses. The Company seeks approval
for abolishing this limit and then setting a new remuneration limit for Directors (excluding Directors who
are Audit & Supervisory Committee Members) as follows in connection with its transition to a company
with an audit & supervisory committee: 1 billion yen per fiscal year (including a maximum of 100 million
yen for Outside Directors), of which 450 million yen will be for base remuneration and the remaining 550
million yen will be for cash bonuses.
Cash bonuses are to be calculated within a range of 0% to 200% of the predetermined base amountbased on the actual consolidated operating profit of the Group for each fiscal year, with the payment ratiochanging within that range depending on the results of an evaluation of the progress of sustainability
initiatives. Cash bonuses are to be paid within a limit of 1.5% of profit attributable to owners of parent
and shall not exceed 550 million yen at the maximum.
We have determined that the content of this Proposal is reasonable given that it has been deliberated
on by the Personnel Committee, which is an optional committee chaired by an independent Outside
Director and of which a majority of the members are independent Outside Directors, taking into accountfactors such as recent economic conditions, the scale of the Company’s business, the future compositionof the Board of Directors, and the expansion of the duties that the Directors are required to perform.
Please note that although the Company established a policy for determining the composition of
remuneration, etc. for individual Directors at the Board of Directors Meeting held on March 16, 2021, theCompany plans to make amendments to the policy as stated on pages 42 and 43 on the condition that theCompany transitions to a company with an audit & supervisory committee and this Proposal, Proposal No.
6 “Determination of Remuneration Limit for Directors Who Are Audit & Supervisory Committee Members,”
and Proposal No. 7 “Determination of Performance-based Stock Compensation Plan for Directors(Excluding Directors Who Are Audit & Supervisory Committee Members and Outside Directors)” areapproved and adopted as proposed.
There are currently twelve Directors (including four Outside Directors), and the number of Directors(excluding Directors who are Audit & Supervisory Committee Members) will be ten (including two
Outside Directors) if Proposal No. 2 “Partial Amendments to the Articles of Incorporation” and Proposal
No. 3 “Election of Ten Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)”
are approved and adopted as proposed.
The content of this Proposal shall become effective when the amendments to the Articles ofIncorporation pertaining to the transition to a company with an audit & supervisory committee in
Proposal No. 2 “Partial Amendments to the Articles of Incorporation” come into effect.

34

Proposal No. 6:

Determination of Remuneration Limit for Directors Who Are Audit & Supervisory
Committee Members

If Proposal No. 2 “Partial Amendments to the Articles of Incorporation” is approved and adopted as
proposed, the Company will transition to a company with an audit & supervisory committee from acompany with an audit & supervisory board. Accordingly, the Company seeks approval for setting the
remuneration limit for Directors who are Audit & Supervisory Committee Members at 200 million yen peryear.
We have determined that the content of this Proposal is reasonable given that it has been deliberated
on by the Personnel Committee, which is an optional committee chaired by an independent Outside
Director and of which a majority of the members are independent Outside Directors, taking into accountfactors such as recent economic conditions, the scale of the Company’s business, the future compositionof the Board of Directors, and the expansion of the duties that the Directors who are Audit & Supervisory
Committee Members are required to perform.
Please note that although the Company established a policy for determining the composition of
remuneration, etc. for individual Directors at the Board of Directors Meeting held on March 16, 2021, theCompany plans to make amendments to the policy as stated on pages 42 and 43 on the condition that theCompany transitions to a company with an audit & supervisory committee and Proposal No. 5“Determination of Remuneration Limit for Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members),” this Proposal, and Proposal No. 7 “Determination of Performance-based Stock
Compensation Plan for Directors (Excluding Directors Who Are Audit & Supervisory Committee Members
and Outside Directors)” are approved and adopted as proposed.
The number of Directors who are Audit & Supervisory Committee Members will be four (including
three Outside Directors) if Proposal No. 2 “Partial Amendments to the Articles of Incorporation” andProposal No. 4 “Election of Four Directors Who Are Audit & Supervisory Committee Members” areapproved and adopted as proposed.
The content of this Proposal shall become effective when the amendments to the Articles ofIncorporation pertaining to the transition to a company with an audit & supervisory committee in
Proposal No. 2 “Partial Amendments to the Articles of Incorporation” come into effect.

35

Proposal No. 7:

Determination of Performance-based Stock Compensation Plan for Directors(Excluding Directors Who Are Audit & Supervisory Committee Members andOutside Directors)

If Proposal No. 2 “Partial Amendments to the Articles of Incorporation” is approved and adopted as
proposed, the Company will transition to a company with an audit & supervisory committee from acompany with an audit & supervisory board. Accordingly, the Company seeks approval with respect to thedetermination of a performance-based stock compensation plan for Directors of the Company (excluding
Directors who are Audit & Supervisory Committee Members and Outside Directors; the “Eligible
Directors”), namely, to provide monetary compensation claims for granting common stock of the Company
and cash with an upper limit per fiscal year equivalent to the amount obtained by multiplying 45,000
shares by the share price at the time of delivery (meaning the delivery share price defined in (2) (*3)
below; the “Delivery Share Price”) (that plan, the “Plan”) by making it conform to the Mid-term Plan of the
Bandai Namco Group (From April 2022 to March 2025) which started in April 2022 (the “Mid-term Plan”).
(Reference)

If Proposal No. 5 and Proposal No. 7 (this Proposal) are approved and adopted as
proposed, the overview of remuneration for Directors (excluding Directors who are Audit& Supervisory Committee Members and Outside Directors) will be as follows.

36

At the Thirteenth Ordinary General Meeting of Shareholders of the Company held on June 18, 2018,
approval for a plan that provides monetary compensation claims for granting common stock of theCompany and cash with an upper limit per fiscal year equivalent to the amount obtained by multiplying
45,000 shares by the Delivery Share Price (the “Current Plan”) was received by making it conform to the“Mid-term Plan of the Bandai Namco Group (From April 2018 to March 2021),” which started in April
2018 (the “Previous Mid-term Plan”). Moreover, after the Previous Mid-term Plan ended in March 2021,
approval for the terms of the Current Plan continuing to be effective for the fiscal year ended March 31,
2022 was received at the Sixteenth Ordinary General Meeting of Shareholders of the Company held on
June 21, 2021.
If Proposal No. 2 “Partial Amendments to the Articles of Incorporation” is approved and adopted as
proposed, the Company will transition to a company with an audit & supervisory committee. Therefore,
the Company intends, for the purpose of sharing value with shareholders and continuously promoting
improvement in corporate value, to set the total amount of monetary compensation claims and cash to beprovided to the Eligible Directors after transitioning to a company with an audit & supervisory committee
as performance-based stock compensation whose upper limit per fiscal year is the amount obtained bymultiplying 45,000 shares by the Delivery Share Price, which is an amount considered to be reasonable inlight of the purposes described above, excluding the amount of remuneration, etc. (1 billion yen or lessper fiscal year) that is requested to be approved as Proposal No. 5 “Determination of Remuneration Limit
for Directors (Excluding Directors Who Are Audit & Supervisory Committee Members).” As described
below, under the Plan, the target performance under the Current Plan is raised and the payment levels
upon the achievement of the target performance are revised, in addition to which the payment conditions
if an Eligible Director is also a president and representative director of a business management company,
etc. and other matters are partially amended.
Under the Plan, taking the predetermined reference number of share units in accordance with theroles of Eligible Directors as the basis for calculation, common stock of the Company and cash will bedelivered or provided to Eligible Directors according to the number of payment share units that isdetermined based on the status of attainment of the performance target for the Company’s consolidated
operating profit for each fiscal year during the period of the Mid-term Plan (the “Evaluated Fiscal Years”).
Under the Plan, the number of payment share units will be determined only based on the performance
results, and the shares will be provided only when consolidated operating profit are 75 billion yen or
higher, and thereafter, the number of payment share units will be gradually increased until consolidated
operating profit reaches 125 billion yen (which is the final fiscal year target for the Mid-term Plan). It is
possible to directly reflect fluctuations in the stock price in the remuneration by designing the Plan as
described above. In addition, whether payments will be made and the number of payment share units will
be determined based on the performance results of each Evaluated Fiscal Year. However, notwithstanding
the above, if an Eligible Director is also a president and representative director of any of four business
management companies of the Group, namely Bandai Namco Entertainment Inc. (“BNE”), BANDAI CO.,LTD. (“BC”), Bandai Namco Filmworks Inc. (“BNF”), and Bandai Namco Amusement Inc. (“BNAM”), and if
the operating profit of the business that the relevant Eligible Director is responsible for in the relevant
company for the Evaluated Fiscal Year are in the red, the performance-based stock compensation will not
be provided.

37

In addition, as in the case of the Current Plan, common stock of the Company to be delivered under
the Plan is subject to a sale restriction during the term of office of each Director, etc. in order to ensureongoing sharing of value with shareholders during the term of office of the Director, etc. Therefore, cash
converted at the Delivery Share Price will be provided for part of the determined number of payment share
units so that such cash may be applied to the funds for tax imposed when common stock of the Company
is delivered to an Eligible Director.
We have determined that the content of this Proposal is reasonable given that it has been deliberated
on by the Personnel Committee, which is an optional committee chaired by an independent Outside
Director and of which a majority of the members are independent Outside Directors.
There are currently eight Directors (excluding Outside Directors), and the number of Eligible
Directors will be eight if Proposal No. 2 “Partial Amendments to the Articles of Incorporation” andProposal No. 3 “Election of Ten Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)” are approved and adopted as proposed.
The content of this Proposal shall become effective when the amendments to the Articles ofIncorporation pertaining to the transition to a company with an audit & supervisory committee in
Proposal No. 2 “Partial Amendments to the Articles of Incorporation” come into effect.

38

The content of the Plan is as follows:(1) Overview of the Plan
Under the Plan, common stock of the Company (*) and cash (hereinafter referred to as the“Company’s Shares, Etc.”) shall be delivered or provided to Eligible Directors according to the degree ofattainment of the performance target for consolidated operating profit for each Evaluated Fiscal Year. The
Company’s Shares, Etc. shall be delivered or provided only when consolidated operating profit is 75 billion
yen or higher, and the payment ratio will gradually increase based on the results of consolidated operating
profit, with the payment ratio becoming 100%, which is the upper limit of payment, when consolidated
operating profit reaches the final fiscal year target for the Mid-term Plan of 125 billion yen. (However,upon calculation of the payment ratio, fractions will be rounded up to the nearest first decimal place.)(*)

Method of delivering the Company’s common stock under the Plan
The Company shall provide monetary compensation claims as remuneration to Eligible Directors,
who shall pay in the monetary compensation claims as property contributed in kind to receive
delivery of the Company’s common stock.
However, for Eligible Directors who are non-residents of Japan, in place of the delivery of theCompany’s common stock, they shall be provided with cash in the amount obtained by converting
all of the determined number of share units at the Delivery Share Price.

(2) Calculation method of the number of the Company’s Shares, Etc. and the total amount of theCompany’s Shares, Etc. to be delivered or provided to Eligible Directors
Taking the predetermined reference number of share units for Eligible Directors as the basis forcalculation, the number of shares of common stock of the Company and amount of cash to be delivered orprovided are calculated according to the amount of consolidated operating profit of the Company for the
Evaluated Fiscal Years based on the formula below.
(a) The number of shares of common stock of the Company to be delivered to each Eligible Director
Number of payment share units × 50% (with any resulting odd-lots of less than 100 shares roundedup)(Note 1) Number of payment share units = Predetermined reference number of share units (*1) × Ratio
according to the consolidated operating profit of the Company for that Evaluated Fiscal Year
(payment ratio) (*2) (with any resulting odd-lots of less than 100 shares rounded down)(Note 2) As in (1)*, what is actually provided to Eligible Directors is monetary compensation claims
corresponding to the amount obtained by multiplying the number of the abovementioned
shares of common stock of the Company by the Delivery Share Price (*3). These are for making
payment as property contributed in kind upon delivery of the Company’s common stock.
(b) The amount of cash to be provided to each Eligible Director(Number of payment share units – The number calculated in (a) above) × Delivery Share Price39

(*1) The reference number of share units shall be determined in advance based on the roles andresponsibilities of each Eligible Director.
(Reference)

If Proposal No. 3 is approved and adopted as proposed, the predetermined reference
number of share units for the Eligible Directors for the fiscal year ending March 31,
2023 shall be as set out in the following table. If a Director of the Company is also apresident and representative director of any of four business management companiesof the Group, namely BNE, BC, BNF, and BNAM, or of Bandai Namco Business Arc Inc.
(“BNBA”), the reference number for share units as the president and representative
director of those business management companies or BNBA shall apply. If a Directorof the Company is also a president and representative director of two or morebusiness management companies or BNBA, the largest of the corresponding reference
numbers for share units shall apply. If a Director of the Company is also a president
and representative director as described above, each company of which the relevant
Director is also a president and representative director shall provide monetarycompensation claims and cash to the relevant Director as remuneration.
However, a Director of the Company who is also a president and representative
director of the business management companies will not be entitled to receive
monetary compensation claims and cash as performance-based stock compensationfrom the company of which they are also a president and representative director if
the operating profit of the business for which they are responsible in the relevant
company for the Evaluated Fiscal Year is in the red.

(Reference number of share units)Company

BNE

BC

BNF

BNAM

BNBA

President andrepresentative director

9,900

8,900

8,900

5,900

5,900

Director

4,900

–

–

–

–

3,700

(*2) The Company’s Shares, Etc. shall not be provided if consolidated operating profit does not reach75 billion yen. If consolidated operating profit is 125 billion yen or higher, 100% of the Company’s
Shares, Etc. shall be provided. The specific method for determining the payment ratio is as follows.
However, a Director of the Company who is also a president and representative director of thebusiness management companies shall not receive the performance-based stock compensation if
the operating profit of the business for which they are responsible in the relevant company for the
Evaluated Fiscal Year is in the red.
Consolidated operating profit
Less than 75 billion yen

Payment ratio
0%[100 × 1/3 + {(Amount of consolidated operating profit (in 100

75 billion yen or more but less than 125 billion
yenmillions of yen) – 75 billion yen) ÷ 100 million yen ÷ 5} × 2/3]%(However, fractions will be rounded up to the nearest first decimal
place.)

125 billion yen or more

100%(*3) Delivery Share Price is the closing price of common stock of the Company on the Tokyo Stock
Exchange on the business day immediately preceding the date of the resolution at the Board of
Directors Meeting to deliver the Company’s common stock related to the Plan held within twomonths from the date of the ordinary general meeting of shareholders pertaining to each40

Evaluated Fiscal Year stipulated in (3) below (if the Company’s shares were not traded on that day,the closing price on the last day the shares were traded prior to that).
The upper limit of the total amount of monetary compensation claims (to be used as property
contributed in kind in payment for common stock of the Company) and cash per Evaluated Fiscal Yearshall be the amount obtained by multiplying 45,000 shares by the Delivery Share Price. Of this, the upper
limit for the total number of shares of common stock of the Company that can actually be delivered to the
Eligible Directors shall be 22,500 shares (0.01% of the total number of shares issued). However, at theclose of this Ordinary General Meeting of Shareholders or thereafter, if the Company carries out a share
split (including allotments of shares without receipt of monetary consideration; the same shall apply
hereinafter to share splits mentioned below) or share consolidation of the common stock of the Company,
the abovementioned number of shares shall be adjusted in accordance with the following formula, withany fractions less than one share resulting from the adjustment being rounded down.
Number of shares after adjustment = Number of shares before adjustment × Ratio of share split orshare consolidation(3) Requirements for delivering or providing the Company’s Shares, Etc. to Eligible Directors
Under the Plan, the Company’s Shares, Etc. shall be delivered or provided when the Evaluated Fiscal
Year ends and Eligible Directors fulfill the following requirements.
The number of the Company’s Shares, Etc. to be delivered or provided shall be decided at a Board of
Directors Meeting for delivering the Company’s common stock related to the Plan held within two months
from the ordinary general meeting of shareholders for the Evaluated Fiscal Year.
(a) The Eligible Director remained in office as a Director, etc. until the end of the Evaluated Fiscal Year(b) The Eligible Director did not engage in any specified misconduct(c) Other requirements deemed necessary that have been set by the Board of Directors
Please note that although the Company established a policy for determining the composition of
remuneration, etc. for individual Directors at the Board of Directors Meeting held on March 16, 2021, theCompany plans to make amendments to the policy as stated on pages 42 and 43 on the condition that theCompany transitions to a company with an audit & supervisory committee and Proposal No. 5“Determination of Remuneration Limit for Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members),” Proposal No. 6 “Determination of Remuneration Limit for Directors Who Are Audit& Supervisory Committee Members,” and this Proposal are approved and adopted as proposed.
The Company has determined that the Plan based on this Proposal is in line with the policy and isappropriate as a plan for sharing value with shareholders and promoting sustainable improvement incorporate value.

41

(Reference) The Company shall apply a similar performance-based stock compensation plan to the
Directors of four business management companies of the Group, namely BNE, BC, BNF,
and BNAM, and of BANDAI SPIRITS CO., LTD., Bandai Namco Music Live Inc, and BNBA
who are not Directors of the Company (the “Eligible Subsidiary Directors”). The
Company’s Shares, Etc. shall be also delivered or provided to the Eligible Subsidiary
Directors on the same terms as those set out in the proposal regarding the Plan on thecondition that this Proposal is approved and adopted as proposed and its calculation
method will be the same as (2) above.
The upper limit of the total amount of monetary compensation claims (to be used as
property contributed in kind in payment for common stock of the Company) and cash
provided to the Eligible Subsidiary Directors per Evaluated Fiscal Year shall be theamount obtained by multiplying 124,000 shares by the Delivery Share Price (inaddition, together with the amount provided to the Eligible Directors, the upper limit
shall be the amount obtained by multiplying 169,000 shares by the Delivery Share
Price). Also, the upper limit for the total number of shares of common stock of theCompany that can actually be delivered to the Eligible Subsidiary Directors per fiscal
year shall be 62,000 shares (0.03% of the total number of shares issued) (in addition,
together with the amount provided to the Eligible Directors, the upper limit shall be
84,500 shares (0.04% of the total number of shares issued)). However, if the Company
conducts a stock split or stock consolidation of common stock of the Company after
the conclusion of this Ordinary General Meeting of Shareholders, the Company shallmake an adjustment by using the same formula, etc. as set out in Item (2) above.

42

Policy and Procedures for Determining Remuneration, etc. for Directors After Transition to a
Company With an Audit & Supervisory Committee <Reference>
At the Board of Directors Meeting held on May 19, 2022, the Company passed a resolution to review
the previous officer remuneration system and establish a new officer remuneration system for Directors(excluding Directors who are Audit & Supervisory Committee Members and Outside Directors) after
transitioning to a company with an audit & supervisory committee. The Company also resolved to makethe following amendments to its policy for determining the composition of remuneration, etc. of individual
Directors on the condition that Proposal No. 5 “Determination of Remuneration Limit for Directors(Excluding Directors Who Are Audit & Supervisory Committee Members),” Proposal No. 6 “Determinationof Remuneration Limit for Directors Who Are Audit & Supervisory Committee Members,” and Proposal
No. 7 “Determination of Performance-based Stock Compensation Plan for Directors (Excluding Directors
Who Are Audit & Supervisory Committee Members and Outside Directors)” are approved and adopted.
(i) Basic policy
The basic policy of the remuneration system for the Company’s Directors (excluding Directors
who are Audit & Supervisory Committee Members and Outside Directors) is to create a
remuneration framework that promotes the Company’s continuous growth and improves theCompany’s corporate value over the medium to long term by promoting the sharing of values withshareholders, ensuring objectivity and transparency so that the Company can adequately fulfill its
accountability obligations, and fostering a healthy sense of entrepreneurship in the Directors while
taking into account the level of remuneration that will enable the Company to secure and retain topgrade personnel. Specifically, the remuneration framework comprises the base remuneration as
fixed remuneration and performance-based bonuses and performance-based stock compensationas variable remuneration.
Remuneration for the Company’s Directors who are Audit & Supervisory Committee Members
and the Company’s Outside Directors solely comprises the base remuneration in light of their duties.
The amount of remuneration for a Director who is an Audit & Supervisory Committee Member isdetermined through discussions among Directors who are Audit & Supervisory Committee
Members, and the amount of remuneration for an Outside Director (who is not an Audit &Supervisory Committee Member) is determined by the Board of Directors.
(ii) Fixed remuneration (base remuneration)
The base remuneration for the Company’s Directors (excluding Directors who are Audit &Supervisory Committee Members) is monthly fixed remuneration paid in cash, and paid within a
specific time period every month with a limit of 450 million yen per year (including 100 million yen
per year for Outside Directors). In addition, Directors (excluding Directors who are Audit &Supervisory Committee Members and Outside Directors) contribute a fixed proportion of the baseremuneration to the shareholding association for directors and officers to purchase the Company’s
shares.

43

(iii) Variable remunerationcompensation)(performance-based

bonuses

andperformance-basedstock

The variable remuneration of the Company, namely performance-based bonuses andperformance-based stock compensation, uses the consolidated operating profit of the Group as anindicator with the aim of directly reflecting the evaluation of management efforts by the
management team of the Group in the amount of remuneration to be paid.
Performance-based bonuses
Performance-based bonuses of the Company are calculated within a range of 0% to 200% of thepredetermined base amount based on the rates of achievement of the mid-term targets, fiscal year
targets, and year-on-year targets for the Group’s actual consolidated operating profit, for each fiscal
year, with the payment ratio changing within that range depending on the results of sustainability
evaluations to be newly adopted. If any of the rates of achievement is 50% or lower, performancebased bonuses will not be paid. Performance-based bonuses will be determined within a limit of thesmaller of (i) 550 million yen per year as the limit for cash bonuses or (ii) 1.5% of the “profit
attributable to owners of parent for the period.” The remuneration is paid within a specific time
period every year after the end of the relevant fiscal year.
Sustainability evaluations are conducted for the purpose of motivating the Eligible Directors toaddress sustainability, and the evaluations are determined by the Board of Directors by examining
factors such as the results of activities for the Group’s initiatives in line with its materiality(including initiatives for decarbonization) and indicators relating to employee engagement after
deliberation by the Personnel Committee, which is an optional committee chaired by anindependent Outside Director and of which a majority of the members are independent Outside
Directors.
Performance-based stock compensation
The performance-based stock compensation of the Company (which corresponds to profitrelated remuneration prescribed in the Corporation Tax Act) is to be paid only if the consolidated
operating profit of the Group is 75 billion yen or more, and the payment ratio will be 100% if theconsolidated operating profit reaches 125 billion yen (the target for the last fiscal year under the
Mid-term Plan). Whether compensation is paid or not and the level of compensation are determinedin each fiscal year. Under the framework, the number of reference share units is predetermined foreach officer rank, and shares of common stock of the Company and cash corresponding to thenumber of payment share units, which are finalized based on the degree of attainment of theconsolidated operating profit target, will be delivered or paid. Furthermore, the performance-based
stock compensation will be paid within two months from the day following the day on which an
ordinary general meeting of shareholders is held for the relevant fiscal year.
(iv) Remuneration structure
The Company determines the remuneration structure by verifying the level of remuneration
based on its performance results and objective benchmarks for the management’s remuneration
obtained from external specialist organizations and comprehensively taking into consideration theratio of fixed remuneration to variable remuneration in the annual total remuneration and the ratioof medium- to long-term remuneration in variable remuneration. If the target for the last fiscal year
under the Mid-term Plan is achieved, the ratio of fixed remuneration to variable remuneration in theannual total remuneration will be about 40 to 60, and the ratio in the annual total remuneration ofstock-based remuneration, that is, the sum of the amount contributed to the shareholding
association for directors and officers (i.e., a fixed proportion of the base remuneration) andperformance-based stock compensation, will be approximately 40%.
(v) Procedures for determining remuneration
The policy, framework, and performance-based mechanism for remuneration for the Company’s
Directors (excluding Directors who are Audit & Supervisory Committee Members and Outside
Directors) will be determined by the Board of Directors after deliberation by the Personnel
Committee, which is an optional committee chaired by an independent Outside Director and ofwhich a majority of the members are independent Outside Directors, in order to seek theappropriate involvement and advice of the Outside Directors.

44

(Attached Document)

BUSINESS REPORTS(From April 1, 2021 to March 31, 2022)
1. Current Status of the Group(1) Business Status for This Fiscal Year(i)

Business Progress and Results

During the fiscal year ended March 31, 2022, the continued spread of the novel coronavirus
disease (COVID-19), changes in the social situation, and spread of digital technologies, among
other factors, affected both Japanese and overseas economies and societies, as well as customer
lifestyles and preferences. As part of our response against the spread of COVID-19, the Grouphas been giving the highest priority to the safety of our various stakeholders, including
employees and their families and our customers, while implementing measures to prevent the
spread of infection. We also promoted various measures to adapt to diversification in lifestyles
and preferences of customers such as by strengthening the sales and marketing that utilize
digital strategies. We have also been taking advantage of the worldview and uniquecharacteristics of IP (Intellectual Property: meaning characters and other intellectual property)
to further enhance the “IP axis strategy” that aims to maximize IP value through the provisionof the optimal products and services at the optimal possible times. The measures also include
initiatives to expand global development, an initiative to strengthen development in regions andbusinesses with high growth potential, and an initiative to realize the total capabilities of theGroup in regions around the world under the ALL BANDAI NAMCO concept. In addition, theCompany determined that in light of the rapidly changing environment, it was necessary to
formulate a new strategy for a new era and has postponed the start of the new Mid-term Plan,
which was originally scheduled to start in April 2021, by one year. We positioned this fiscal year
as the period to establish a business foundation and organizational structure to promote thestrategies of the new Mid-term Plan and promoted various initiatives to examine strategies,
restructure organizations, and strengthen cooperation among businesses.
The results of the fiscal year ended March 31, 2022 exceeded those of the previous fiscal year
wherein each business was severely impacted by the temporary closure of retail stores andamusement facilities in many regions both in Japan and overseas and the cancellation of events,
etc. due to the spread of COVID-19. With regard to business operations, the Digital Business andthe Toys and Hobby Business enjoyed favorable performance, and the Group’s wide-ranging
business portfolio has produced successful outcomes, including the swift implementation ofvarious measures to adapt to the changes in customer lifestyles and preferences in each business.
Consequently, the Group’s consolidated results for the fiscal year ended March 31, 2022 were
net sales of 889,270 million yen (year-on-year increase of 20.0%), operating profit of 125,496
million yen (year-on-year increase of 48.2%), recurring profit of 133,608 million yen (year-onyear increase of 52.5%), and profit attributable to owners of parent of 92,752 million yen (yearon-year increase of 89.7%).

45

(ii) Outline of Business by Business Segment(Millions of yen)
Operating Profit (Loss)Year EndedYear Ended
March 31,
March 31,
Change2021
2022
Increase
56,776
69,634of 12,858
Increase
39,08652,319of 13,233

Year Ended
March 31,2021

Net SalesYear Ended
March 31,2022

Digital337,964

378,173

Toys and
Hobby

300,815373,625

Visual andMusic

34,21953,941

Increase of
19,721

1,549

5,698

Increaseof 4,149

Creation

28,21337,564

Increase of
9,351

2,740

2,830

Increaseof 89

Amusement

63,92382,344

Increase of
18,421(8,379)

4,051

Increaseof 12,431

Other

24,65527,667

Increase of
3,011

602

347

Decreaseof 255

Eliminations
and Corporate(48,887)(64,045)

Decreaseof 15,158(7,720)(9,384)

Decreaseof 1,664

Consolidated

740,903889,270

Increase of
148,366

84,654125,496

Increaseof 40,841

Business
Segment

ChangeIncrease of
40,208
Increase of
72,809(Note) As the Group changed its classification of business segments on April 1, 2021, the figures for theprevious fiscal year have been restated according to the current classifications.

46

Digital Business
As for the Digital Business, home video games enjoyed favorable performance with the strong
sales of new home video game titles such as ELDEN RING and Tales of ARISE for worldwide
distribution and strong repeat sales of existing titles due to ongoing measures targeting users.
In addition, in network content, new titles enjoyed favorable debuts and the performance of key
titles was stable, but the favorable levels seen in the previous fiscal year were not reached.
During the fiscal year ended March 31, 2022, initial expenses, such as development expenses,
increased due to the increase of launches of new major titles in comparison to the previous fiscal
year.
As a result, net sales in the Digital Business were 378,173 million yen (year-on-year increase of
11.9%), and operating profit was 69,634 million yen (year-on-year increase of 22.6%).
Description of Business
Planning, development, and distribution of network content; planning, development, andsales of home video games, etc.
Toys and Hobby Business
As for the Toys and Hobby Business, products for the mature fan base such as plastic models of
the Mobile Suit Gundam series, collectible figures, and character lotteries performed favorably
due to the successful outcomes produced by sales, marketing, etc. that utilize digital strategies
and expansion of the Business overseas. In addition, product sales have recovered, including forprizes, etc. which were affected by the temporary closure of amusement facilities in the previous
fiscal year. Moreover, in Japan, long-established IP and new IP toys as well as trading cards foroverseas markets, confectionery, capsule toys and other toy related products were popular.
As a result, net sales in the Toys and Hobby Business were 373,625 million yen (year-on-yearincrease of 24.2%), and operating profit was 52,319 million yen (year-on-year increase of
33.9%).
Description of Business
Planning, development, production, and sales of toys, capsule toys, cards, confectionery
and foods, apparel, sundries, plastic models, prizes, stationery, and other products
Visual and Music Business
As for the Visual and Music Business, in addition to the sales of IP related visual and music
package software, including the Mobile Suit Gundam series, the LoveLive! series and The
iDOLM@STER series, IP related licensing revenue contributed to performance. Furthermore, we
proceeded with initiatives for new forms of live events that are suited to changes in the businessenvironment, such as by streaming the events and utilizing new technologies, and the numberof events held increased from the previous fiscal year.
As a result, net sales in the Visual and Music Business were 53,941 million yen (year-on-yearincrease of 57.6%), and operating profit was 5,698 million yen (year-on-year increase of
267.9%).
Description of Business
Planning, production, and management of visual and music content; artist discovery anddevelopment; and live entertainment operations

47

Creation Business
As for the Creation Business, we produced new video works such as the Mobile Suit Gundam
series and the LoveLive! series, but the contribution to profits was limited due to the businessmodel of recording initial expenses in advance. Although licensing revenue was strong due toincreased popularity of Gundam, etc., GUNDAM FACTORY YOKOHAMA, which disseminates
information on IP, was impacted by the spread of COVID-19.
As a result, net sales in the Creation Business were 37,564 million yen (year-on-year increase of
33.1%), and operating profit was 2,830 million yen (year-on-year increase of 3.3%).
Description of Business
Planning and production of animations; management and administration of copyrights
and other rights; production of music related to animations; and management andadministration of music and masters related to animations
Amusement Business
As for the Amusement Business, despite the impact of the spread of COVID-19, there were signsof recovery with net sales of existing amusement facilities in Japan increasing 115.5% comparedwith the previous fiscal year, and amusement facilities in Europe and Asia also recovered
compared with the previous fiscal year. For the Amusement Business, in addition to continuing
to improve efficiency, we will aim to strengthen the revenue base by promoting initiatives that
only Bandai Namco can offer, such as strengthening the use of Group products and services.
As a result, net sales in the Amusement Business were 82,344 million yen (year-on-year increaseof 28.8%), and operating profit was 4,051 million yen (operating loss for the previous fiscal year
was 8,379 million yen).
Description of Business
Planning, development, production, and sales of amusement machines, and planning andoperation of amusement facilities, etc.
Other Businesses
Other Businesses consist of companies that conduct businesses such as logistics support andother kinds of administration and operational support for each of the Group companies. We havebeen making efforts to manage such operations related to group support in an efficient manner.
As a result, net sales in the Other Businesses were 27,667 million yen (year-on-year increase of
12.2%), and operating profit was 347 million yen (year-on-year decrease of 42.4%).
Description of BusinessBusinesses supporting the Units in such areas as distribution, logistics, and administrative
services48

49

(iii) Capital Expenditures
In this fiscal year, the Group carried out 27,967 million yen in capital expenditures; the funds
were primarily used for investments in the manufacturing of molds associated with the
production of new products and in amusement facilities and machines.
(iv) Financing
There are no matters to be noted.
(v) Status of Significant Corporate Restructuring
・ Bandai Namco Holdings France S.A.S., a subsidiary of the Company, conducted anabsorption-type merger on September 30, 2021, with Bandai Namco Holdings France
S.A.S. as the surviving company and Bandai Namco Entertainment Europe S.A.S., which isa subsidiary of Banda Namco Holdings France S.A.S., as the disappearing company.
Bandai Namco Holdings France S.A.S. changed its name to Bandai Namco Europe S.A.S.
on the same date.
・ BANDAI AMERICA INC., a subsidiary of the Company, conducted an absorption-typemerger on March 31, 2022, with BANDAI AMERICA INC. as the surviving company andBandai Namco Collectibles LLC, which is a subsidiary of the Company, as the disappearing
company. BANDAI AMERICA INC. changed its name to Bandai Namco Toys & Collectibles
America Inc. on April 1, 2022.
(vi) Principal Lenders (As of March 31, 2022)
Lenders

Amount¥7,325 million¥7,225 million¥6,323 million

MUFG Bank, Ltd.
Sumitomo Mitsui Banking Corporation
Mizuho Bank, Ltd

50

(2) Status of Assets and Profits & Losses for the Previous Three Fiscal Years
14th Fiscal Year
(Year Ended
March 31,2019)

15th Fiscal Year
(Year Ended
March 31,2020)

16th Fiscal Year
(Year Ended
March 31,2021)

17th Fiscal Year
(Year Ended
March 31,2022)

Net sales(Millions of yen)732,347

723,989

740,903889,270

Operating profit(Millions of yen)

84,04578,77584,654125,496

Recurring profit(Millions of yen)

86,86379,797

87,612

133,608

Profit attributableto owners ofparent(Millions of yen)

63,383

57,66548,89492,752

Basic earnings per
share¥288.40¥262.39¥222.58¥422.09

Total assets(Millions of yen)612,955

619,819732,782

862,650

Net assets(Millions of yen)429,644454,684

511,433

584,233

Fiscal YearClassification(This Fiscal Year)Net assets per¥1,952.00¥2,045.25¥2,323.98¥2,654.81
share(Note) The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ
Statement No. 29, March 31, 2020) and other relevant ASBJ regulations from the beginningof this fiscal year, and these standards have been applied to the figures for this fiscal year.

51

(3) Issues to be Addressed
As a member of society, the Group will respond to demands and expectations from society andcustomers while continuing to take measures to prevent the spread of COVID-19. If the spread of
COVID-19 continues throughout the world, it may cause an impact on consumption due to factors
including the closure of sales outlets, as well as the postponement or cancellation of events and an
associated impact on promotion, an impact on the development and production schedule ofproducts, services and visual products, an impact on the manufacturing schedule, and the closureof amusement facilities or the like. The Group gives the highest priority to the safety and peace ofmind of its various stakeholders such as employees, their families and the Group’s customers andwill continue to take measures to prevent the spread of COVID-19, such as thorough hygiene
management, business operations based on the requirements issued by the national governments
and local governments of each country and region, and responding to diversification of working
styles. With regard to business operations, we will continue to gather information and take flexible
measures to minimize the impact of COVID-19 and swiftly respond to changes in lifestyles throughenhanced utilization of digital technology. Furthermore, each business in each region will address
the various issues it faces by further working as one under the ALL BANDAI NAMCO concept forcontinued medium- and long-term growth based on the IP axis strategy and push forward withstrategies corresponding to the issues in the Mid-term Plan which started from April 2022.
(i)

Issues to be Addressed Group-wide

To Fulfill our Corporate Social Responsibility
The Group has established our new Purpose as the ultimate definition of who we are as aGroup, conveying “the reason for our existence,” why we conduct our businesses and corporate
activities, and the meaningfulness we derive from working at Bandai Namco Group. What we
believe to be particularly important elements in our Purpose are the ideas of “connection” and“creating together,” and we will achieve “Fun for All into the Future” by Bandai Namco Groupand our fans (all stakeholders such as IP fans, partners, and local communities) connecting
through dreams, fun and inspiration. Going forward, we as management will communicate
regarding the Group’s Purpose using various opportunities to deepen the understanding thereof
among Group employees and to put our Purpose into practice through our business and actions.
The Group has set out the Bandai Namco Group Sustainability Policy in order to continue toprovide dreams, fun and inspiration through entertainment to fans around the world and will
work together with fans to promote initiatives for the realization of a sustainable society. In our
Mid-term Plan, we have designated sustainability as a priority strategy and identified material
issues (reselected important themes) as social issues that should be addressed by the Group.
Moving forward, we will promote a detailed action plan in line with the material issues. In
addition, the Group has established the Bandai Namco Group Compliance Charter as a code of
conduct to be complied with by all Group employees. In accordance with these principles, the“Group Sustainability Committee” and its task force, the “Group Sustainability Subcommittee,”as well as the “Group Risk Compliance Committee,” the “Group Information Security Committee,”and the “Internal Control Committee” hold meetings and have been striving to continuously
implement a range of initiatives such as measures to address various issues, enhancement of theGroup’s structures, and educational activities to raise awareness in the Group.
To Further Strengthen the IP Axis Strategy
The Group will strive to further accelerate the evolution of its IP axis strategy in order to
respond to changes in the environment such as the emergence of oligopolies in the distribution
and media fields, the widespread penetration of networks, increasingly diverse platforms,
technological improvements, and intensifying competition in the global market.
With regard to creation of new IP, the IP Production Unit has been consolidating its visual,music and live event know-how to strengthen its IP creation and production abilities. We will
strengthen our capability for new IP creation in various ways including the creation of product52

and service-originated IP and visual product-originated IP, Group collaboration initiatives, theutilization of the “Bandai Namco Content Fund,” which invests with a focus on overall
optimization, and collaboration with partner companies and creators through the “DREAMSUPPORT PROJECT,” which supports next-generation creators.
Additionally, as a new initiative within the IP axis strategy to connect with fans on a deeper,
broader, and more multifaceted level, we will develop a metaverse for each IP. Through the “IP
Metaverse,” we will build deep, broad and multifaceted relationships between Bandai Namcoand fans, as well as amongst fans themselves, over a long period of time while pursuing quality
in such connections.
To maximize IP value, we will collaborate openly with all partners from a long-term
perspective and promote initiatives to maximize our business and expand the potential of our
IP. For IPs that expand across regions and businesses, we will endeavor to maximize IP value
through Group-wide projects. Under the Mid-term Plan, we will also make strategic investments
to promote various initiatives to maximize IP value.
Furthermore, in promoting the IP axis strategy, in order to conduct activities that respect IP
itself and the worldviews of each IP, the Group will coordinate with partner companies andgovernment administrations to take measures such as the elimination of counterfeit products
and educational activities to protect intellectual properties.
To Expand our Business in the Global Market
We believe it is crucial to achieve business expansion in the global market in order for theGroup to maintain continued medium- and long-term growth. To work together and advanceour strategies under the ALL BANDAI NAMCO concept in regions worldwide, we have
implemented initiatives such as organizational restructuring and the consolidation of locations
in each business and will work to build our businesses under this structure. We will particularly
focus on North America and inland China and will take steps to further bolster collaboration
among businesses in the development and marketing of products and services with IP as an axis,
in addition to which we use Group-wide projects to work on IPs that expand worldwide.
Moreover, the Group will strengthen its IP portfolio through such measures as developing IP
originating in each region in addition to the overseas distribution of IP products and services
originating in Japan. Furthermore, with the aim of developing global human resources, theGroup will promote development through not only recruitment of diverse human resources but
also personnel exchanges and training across regions and businesses.
To Respond to Advances and Changes in Technology
Advances in technology including digitalization have caused more diversification in theoptions concerning entertainment and speedier changes in preferences and lifestyles ofcustomers, as well as increasingly intense competition on a global scale. The Group willproactively work on new value creation, response to new platforms, and business model reforms
according to preferences and lifestyles of customers, without being bound by traditional
business models. The Group, will not limit these efforts to its own confines, and instead promote
them by coordinating closely with Japanese and overseas partner companies, creators, etc.

53

(ii) Issues Specific to Each UnitEntertainment Unit
<Digital Business>
This Unit’s industry is facing issues that include “increasingly diverse platforms,”“technological improvements of networks, etc.,” “increasingly diverse customer needs” and“lengthening development periods and rising costs for investment.” To address these issues, inthe development of products and services, it will target long-term development of
products/services through continuous customer-oriented measures, including the developmentof titles carefully selected with a strong emphasis on quality, the offering of value even after
release through updates and additional content, and the holding of events. In addition, it willoffer titles suited to the characteristics of each platform and use new platform launches asopportunities to capture new customers. It will also endeavor to create new entertainment andbusiness models, including the development of the IP Metaverse, that respond to increasingly
diverse customer needs and technological improvements, over and above the boundaries ofexisting operations and products/services. In addition, it will further strengthen technologicalresearch to enable a swift response to technological advances, environmental changes, and new
platforms.
<Toys and Hobby Business>
This Unit’s industry is facing issues such as a “shrinking Japanese market due to the fallingbirthrate,” “increasingly diverse customer needs,” “geographic concentration of productmanufacturing” and “increases in the cost of raw materials.” This Unit is addressing these issues
by aiming to take a dominant position as No. 1 in the industry in Japan, working at expanding its
target demographic and creating new businesses. Overseas, it will continue to aim for mediumand long-term growth by implementing initiatives such as expanding the business in products
for the mature fan base, broadening the IP portfolio, expanding sales channels, andstrengthening e-commerce sales. In addition, on the development and production side, throughimprovements in the value chain, this Unit will work to make its product development morecompetitive in terms of speed and quality, along with price competitiveness. This Unit is also
taking extensive steps to ensure compliance with the applicable laws and regulations, the quality
and safety standards, etc. set by the industry, and other standards by enhancing quality andsafety and optimizing the work environment through various initiatives including theestablishment of our own stricter quality standards and the implementation of periodic CoC(Code of Conduct) audits on the factories of contracted manufactures. This Unit has established
its own product manufacturing operations in multiple countries, including Japan, Thailand, thePhilippines, and Vietnam, and in addition, it strives for a wide distribution of geographic
locations for contracted manufacturing on the strict precondition of always assuing quality
standards.
IP Production Unit
This Unit’s industry is facing issues such as “intensification of competition in IP creation” and“developing and securing excellent human resources.” To address these issues, it willconsolidate its visual, music, and live event know-how and functions through restructuring theorganizations within the Unit to strengthen the more diverse capabilities to create IP whichenable it to produce a synergy effect through collaboration not only within the Unit but also withvarious businesses of the Group and external partners. In addition, it will invest aggressively inenhancing our visual production and production technologies, improve the environment andstructure of production sites, developing creators, and strengthen collaboration between ourpartners, both internal and external, and creators. It will also work to create new entertainmentthat fuses visuals, music, and live events and digital technology.

54

Amusement Unit
This Unit’s industry is facing issues such as “increasingly diverse customer needs” and“intensification of changes in the environment.” To address these issues, in the facilities businessand the amusement machines business, it will conduct a uniquely Bandai Namco style ofbusiness development in such ways as utilizing IP along with the resources of the businesses of
the Group, and work to build a strong business foundation to generate earnings stably under amore unified framework for collaborating with the Group’s other businesses. As the Group’s
important point of contact with customers under the IP axis strategy, the Unit will also fulfill therole of selling the products and services of the Group, promoting IP and collecting information
on customer needs.
We ask for our shareholders’ further assistance and guidance.
(Note) “(3) Issues to be Addressed” describes the new business segments that took effect on
April 1, 2022.

55

(4) Important Parent Company and Subsidiaries (As of March 31, 2022)(i)

Status of the Parent Company

Not applicable.
(ii) Important Subsidiaries
Capital

Ownership
Ratio

Bandai Namco
Entertainment Inc.

¥10,000 million

100.0%BANDAI CO., LTD.

¥10,000 million

100.0%¥300 million

100.0%SUNRISE INC.

¥300 million

100.0%

Bandai Namco
Amusement Inc.

¥100 million

100.0%

Bandai Namco
Holdings USA Inc.

US$ 10100.0%

Pure holding company as regional
headquarters in the Americas€ 21,690 thousand

100.0%

Business holding company as regional
headquarters in continental Europe
Planning, distribution, and sales of home
video games and network content

HK$ 255,282
thousand

100.0%

Pure holding company as regional
headquarters in Asia (excluding China)

RMB 189,964
thousand

100.0%

Pure holding company as regional
headquarters in China£ 60,000 thousand

100.0%

Pure holding company as regional
headquarters in Europe

Name of Company

Bandai Namco Arts
Inc.

Bandai Namco
Europe S.A.S.
Bandai Namco
Holdings Asia Co.,Ltd.
Bandai Namco
Holdings China Co.,Ltd.
Bandai Namco
Holdings UK Ltd.

Description of Principal Business
Planning, distribution, and sales ofentertainment content such as network
content and home video games
Planning, development, production, andsales of toys, capsule toys, cards, candy
toys, confectionery and foods, apparel,sundries, etc.
Planning, production, and management ofvisual and music content; artist discovery
and development; production of live
events, etc.
Planning and production of animations;management and administration of
copyrights
Planning, development, operation andsales of facilities, machines and services
related to real entertainment(Notes) 1. Bandai Namco Arts Inc. carried out a capital reduction of 1,882 million yen in March
2022. In addition, it transferred its film business to SUNRISE INC. as a result of anabsorption-type company split in April 2022. In line with the absorption-type company
split, Bandai Namco Arts Inc. conducted an absorption-type merger in April 2022, with
Bandai Namco Arts Inc. as the surviving company and Bandai Namco Live Creative Inc.
and SUNRISE Music INC. as the disappearing companies, and changed its name to Bandai
Namco Music Live Inc. on the same date.
2. SUNRISE INC. conducted an absorption-type merger in April 2022, with SUNRISE INC.
as the surviving company and Bandai Namco Rights Marketing Inc. as the disappearing
company, and changed its name to Bandai Namco Filmworks Inc. on the same date.
3. Bandai Namco Holdings France S.A.S. conducted an absorption-type merger in
September 2021, with Bandai Namco Holdings France S.A.S. as the surviving company
and Bandai Namco Entertainment Europe S.A.S. as the disappearing company, andchanged its name to Bandai Namco Europe S.A.S. on the same date.
4. Bandai Namco Holdings Asia Co., Ltd. carried out a capital increase of 152,282 thousand
Hong Kong dollars in April 2021.
5. There are no specified wholly owned subsidiaries at the end of this fiscal year.

56

(5) Principal Business Offices of the Group (As of March 31, 2022)(i)

The Company
Head Office

5-37-8 Shiba, Minato-ku, Tokyo(ii) Principal Subsidiaries
Bandai Namco Entertainment Inc.
BANDAI CO., LTD.
Bandai Namco Arts Inc.
SUNRISE INC.
Bandai Namco Amusement Inc.
Bandai Namco Holdings USA Inc.
Bandai Namco Europe S.A.S.
Bandai Namco Holdings UK Ltd.
Bandai Namco Holdings Asia Co., Ltd.
Bandai Namco Holdings China Co., Ltd.

Minato-ku, Tokyo
Taito-ku, Tokyo
Shibuya-ku, Tokyo
Suginami-ku, Tokyo
Minato-ku, Tokyo
California, U.S.A.
Lyon, France
London, U.K.
Hong Kong, China
Shanghai, China(6) Outline of Employees (As of March 31, 2022)(i)

Employees of the Group

Number of
Change from the End of
Employees
Previous Fiscal Year
Digital Business
3,150
(650)
Increase of 202(Increase of 47)
Toys and Hobby Business
3,399(2,078)
Increase of 122(Decrease of 24)
Visual and Music Business
420(27)
Decrease of 8
(Increase of 2)
Creation Business
506(5)Increase of 44(Increase of 1)
Amusement Business
1,515(5,146)
Decrease of 49(Decrease of 465)
Other Businesses
812
(881)
Increase of 27(Increase of 58)
Corporate (Common)
84(1)
Decrease of 2
(0)
Total
9,886
(8,788)
Increase of 336(Decrease of 381)
(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 are presented
separately in parentheses.
3. As the Group changed its classification of business segments in this fiscal year, the changes
in the number of employees from the end of the previous fiscal year indicate the difference
calculated by subtracting the numbers in the previous fiscal year that have been restatedaccording to the classification of business segments after the change.
4. The number of employees listed for “Corporate (Common)” is the number of employees
in the administration sectors, etc. of the Company, Bandai Namco Holdings USA Inc.,
Bandai Namco Europe S.A.S., Bandai Namco Holdings Asia Co., Ltd., Bandai Namco
Holdings China Co., Ltd., and Bandai Namco Holdings UK Ltd.
Business Segment(ii) Employees of the Company
Average Years ofChange from the End
Average Age
Serviceof Previous Fiscal Year23 (–)
Decrease of 2 (–)
47.2
19.5
(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 to the Company, the aggregate number of each
employee’s years of service at each company is used for calculation.
Number of Employees

57

(7) Other Important Matters of the GroupNot applicable.

582. Current Status of the Company(1) Status of Shares (As of March 31, 2022)(i)

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

222,000,000 shares(iii) Number of Shareholders: 31,753 (Decrease of 1,742 from the end of the previous fiscal
year)(iv) Major Shareholders (Top 10 Shareholders)Name of Shareholders

Number of
Shares Held

Shareholding Ratio(%)

The Master Trust Bank of Japan, Ltd. (Trustaccount)
Custody Bank of Japan, Ltd. (Trust account)

47,797,400

21.72

18,101,200

8.23

JP MORGAN CHASE BANK 380815

10,945,700

4.97

XIL, LTD.

6,000,000

2.73

Kyoko Nakamura
The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust. MUFG
Bank, Ltd. account)
MAL Ltd.

5,703,200

2.59

4,586,100

2.08

4,400,100

2.00

Nintendo Co., Ltd.

3,845,700

1.75

KOREA SECURITIES DEPOSITORY-SAMSUNG
3,347,100
1.52
STATE STREET BANK WEST CLIENT-TREATY
3,345,002
1.52505234(Notes)1. The shareholding ratio is calculated after reduction of the number of treasury
stocks (1,955,976 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)
46,655,000 shares
Custody Bank of Japan, Ltd. (Trust account)
17,579,500 shares
The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust. MUFG
4,586,100 shares
Bank, Ltd. account)
3. The 4,586,100 shares owned by The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust. MUFG Bank, Ltd. account) were theshares of BANDAI CO., LTD. that were owned by UFJ Bank (currently MUFG Bank,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 MUFG Bank, Ltd. directs the exercise of the voting rights pertaining
to those shares.

59(v) Status of Shares Delivered to Directors and Audit & Supervisory Board Members as
Consideration for Their Execution of Duties During This Fiscal YearThe details of stock compensation delivered during this fiscal year are as follows:- Total number of shares delivered to Directors and Audit & Supervisory Board Members
Number of Shares
Directors(excluding Outside
Directors)

Number of Officers Eligible
for Delivery

6,700

3

Outside Directors––

Audit & Supervisory Board
Members––60

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

Directors and Audit & Supervisory Board Members (As of March 31, 2022)
Title

Chairman and Director
President andRepresentative Director
Director

Director
Director
Director

Director

Director
Director

Director

Director

Responsibilities in the Company and
Major Concurrent Positions
Mitsuaki Taguchi
Supervising IP Production Unit
Masaru Kawaguchi Responsible for Entertainment Unit
Chairman & Director of BANDAI CO., LTD.
Shuji Ohtsu
Division General Manager of Group Administrative
Headquarters
President and Representative Director of Bandai
Namco Holdings USA Inc.
President and Representative Director of Bandai
Namco Business Arc Inc.
President and Representative Director of Bandai
Namco Will Inc.
Yuji Asako
Division General Manager of the Corporate Planning
Division
Supervising Amusement Unit
Yasuo Miyakawa
In charge of Digital Business of Entertainment Unit
President and Representative Director of Bandai
Namco Entertainment Inc.
Satoshi Kono
In charge of Visual and Music Business of IP
Production Unit
President and Representative Director of Bandai
Namco Arts Inc.
Makoto Asanuma
In charge of Creation Business of IP Production Unit
President and Representative Director of SUNRISE
INC.
Chairman of SUNRISE SHANGHAI CO., LTD.
Hiroshi Kawasaki In charge of Amusement Unit
President and Representative Director of Bandai
Namco Amusement Inc.
Koichi Kawana
Outside Director (Audit and Supervisory Committee
Member) of COMSYS Holdings Corporation
Outside Director of TOKYO ELECTRON DEVICE
LIMITED
External Director of RENOVA, Inc.
Satoko Kuwabara
Attorney-at-Law
Partner of GAIEN PARTNERS
Outside Auditor of Unicafe Inc.
Outside Audit & Supervisory Board Member of
Nippon Yusen Kabushiki Kaisha
Outside Director of Mitsubishi UFJ Financial Group,
Inc.
Mikiharu Noma
Professor at Graduate School of Business
Administration, Hitotsubashi University Business
SchoolOutside Auditor of Nice Corporation
Outside Director of NIHON CHOUZAI Co., Ltd.
Outside Director of Good Com Asset Co., Ltd.
Toshio ShimadaSpecial Advisor of CAC Holdings Corporation
Masataka Nagaike
Name

Director
Full Time Audit &Supervisory Board Member
Full Time Audit &Toru Shinoda
Supervisory Board Member

Certified Public Accountant

61

Responsibilities in the Company and
Major Concurrent Positions
Audit & Supervisory Board Osamu Sudoh
Attorney-at-Law
MemberPartner of Sudoh & Partners
Outside Audit & Supervisory Board Member of
MITSUI-SOKO HOLDINGS Co., Ltd.
Outside Corporate Auditor of Pronexus Inc.
Statutory Auditor of Keikyu Corporation
Audit & Supervisory Board Katsuhiko Kamijo Certified Public Tax Accountant
MemberOutside Audit & Supervisory Board Member of The
Resolution and Collection Corporation
Visiting Professor of Graduate School of Chiba
University of Commerce(Notes) 1. Directors Koichi Kawana, Satoko Kuwabara, Mikiharu Noma and Toshio Shimada are
Outside Directors.
2. Full Time Audit & Supervisory Board Member Toru Shinoda and Audit & Supervisory
Board Members Osamu Sudoh and Katsuhiko Kamijo are Outside Audit & Supervisory
Board Members.
3. Full Time Audit & Supervisory Board Member Toru Shinoda is a certified public
accountant and has considerable knowledge of finance and accounting.
4. Audit & Supervisory Board Member Osamu Sudoh has considerable experience withbankruptcy issues as an attorney-at-law and has the deep knowledge of finance andaccounting necessary to engage in such bankruptcy issues.
5. Audit & Supervisory Board Member Katsuhiko Kamijo is a certified public tax accountant
and has considerable knowledge of finance and accounting.
6. The Company has appointed Outside Directors Koichi Kawana, Satoko Kuwabara,
Mikiharu Noma and Toshio Shimada and Outside Audit & Supervisory Board Members
Toru Shinoda, Osamu Sudoh, and Katsuhiko Kamijo as independent Directors/Audit &Supervisory Board Members as defined in the rules of the Tokyo Stock Exchange and has
filed therewith the notification regarding their appointments.
7. Chairman and Director Mitsuaki Taguchi retired from the Chairman position on March 31,
2022, and his position changed on April 1, 2022.
8. President and Representative Director Masaru Kawaguchi retired from office as Chairman& Director of BANDAI CO., LTD. on March 31, 2022.
9. Director Shuji Ohtsu retired from office as President and Representative Director ofBandai Namco Holdings USA Inc. on March 31, 2022.
10. Bandai Namco Arts Inc. transferred its film business to SUNRISE INC. as a result of anabsorption-type company split on April 1, 2022. In line with the absorption-type company
split, Bandai Namco Arts Inc. conducted an absorption-type merger on April 1, 2022, with
Bandai Namco Arts Inc. as the surviving company and Bandai Namco Live Creative Inc.
and SUNRISE Music INC. as the disappearing companies, and changed its name to Bandai
Namco Music Live Inc. on the same date. Furthermore, Director Satoshi Kono took office
as Executive Vice President and Director of Bandai Namco Filmworks Inc. on April 1, 2022.
11. SUNRISE INC. conducted an absorption-type merger on April 1, 2022, with SUNRISE INC.
as the surviving company and Bandai Namco Rights Marketing Inc. as the disappearing
company, and changed its name to Bandai Namco Filmworks Inc. on the same date.
Title

Name

(ii) Summary of Contracts Concerning Limited Liability
Not applicable.
(iii) Summary of the Contents of the Indemnification Agreement
Not applicable.
(iv) Summary of the Contents of the D&O Insurance Policy
The Company concluded an insurance policy with an insurance company, under which
Directors, Audit & Supervisory Board Members, Executive Officers, and those in a managerial or62supervisory position of the Company and its subsidiaries are the insureds and the purpose ofwhich is to compensate for damage arising from damages under law and court costs incurredby the insureds due to claims for damages filed by shareholders or third parties. The full amountof the insurance premiums is borne by the Company. However, there are some exemptions suchas that no compensation is to be made if damage is caused by an act committed with theknowledge that such act violates a law or regulation.
(v) Directors and Audit & Supervisory Board Members Who Retired or Were Dismissed During
This Fiscal Year
Not applicable.
(vi) Remuneration, etc. Paid to Directors and Audit & Supervisory Board Membersa.

Total Amount of Remuneration, etc., Paid During This Fiscal Year
Total
AmountFixed remuneration
Variable remuneration
Monetary Compensation
Non-monetary
Compensation
Base Remuneration Performance-based Performance-based
Bonuses
Stock Compensation
Number
Total
Number
Total
Number of Total
PeopleAmount of People Amount of People Amount(Millions ofyen)

Directors(Outside Directors)
Audit & Supervisory
Board Members(Outside Audit &Supervisory Board
Members)
Total(Outside Directors
and Outside Audit &Supervisory Board
Members)(Millions ofyen)(Millions ofyen)(Millions of
yen)

774
(54)

10
(5)

305
(54)

4
(–)

302
(–)

4
(–)

165
(–)

67

4

67

–

–

–

–

(43)

(3)

(43)

(–)

(–)

(–)

(–)

841

14

373

4

302

4

165

(97)

(8)

(97)

(–)

(–)

(–)

(–)

(Notes) 1. There are no employees serving as Directors.
2. At the Tenth Ordinary General Meeting of Shareholders held on June 22, 2015, it was
resolved that the remuneration limit for Directors would be 850 million yen per fiscal year(including a maximum of 60 million yen for Outside Directors), of which 400 million yen
would be for base remuneration and the remaining 450 million yen would be for cash
bonuses. The number of Directors as of the close of the Ordinary General Meeting of
Shareholders was 10 (including three Outside Directors). It was also resolved at the
Sixteenth Ordinary General Meeting of Shareholders held on June 21, 2021 that, in
addition to that remuneration limit, the Company would provide monetary compensation
claims and cash for delivering common stock of the Company as performance-based stockcompensation, with an upper limit that would be the amount obtained by multiplying
45,000 shares by the Delivery Share Price per year. The number of Directors as of the closeof the Ordinary General Meeting of Shareholders was 12 (including four Outside
Directors). The Delivery Share Price is the closing price of common stock of the Company
on the Tokyo Stock Exchange on the business day immediately preceding the date of theresolution at the Board of Directors Meeting to deliver the Company’s common stock
related to the performance-based stock compensation plan to be held within two months
from the date of the ordinary general meeting of shareholders pertaining to the evaluation

63

3.

4.

5.
6.

b.

fiscal year (if the Company’s shares were not traded on that day, the closing price on thelast day the shares were traded prior to that).
The performance-based stock compensation portion of the above-mentioned amount of
remuneration, etc. shall be calculated based on the closing price of the common stock of
the Company on the Tokyo Stock Exchange on March 31, 2022, and when making actual
payment, the Delivery Share Price will be applied.
At the Ordinary General Meetings of Shareholders for BANDAI CO., LTD. and NAMCO
LIMITED (currently Bandai Namco Entertainment Inc.) held on June 23, 2005 and on June25, 2005 respectively, it was resolved that the remuneration limit for Audit & Supervisory
Board Members shall be 8 million yen per month. The number of Audit & Supervisory
Board Members as of the close of the General Meeting of Shareholders was four.
Each Director contributes a fixed proportion of the above base remuneration to theshareholding association for directors and officers to purchase the Company’s shares andcontinues to hold such shares during his or her term of office.
The above performance-based stock compensation is stated in the amount recorded as
expenses in this fiscal year and 50% of which is planned to be paid in cash. The Company
plans to deliver 9,000 shares to four Directors.
Policy and Procedures for Determining Remuneration, etc. for Directors
The details of the policy for determining remuneration, etc. for Directors are as follows:(i)

Basic policy

The basic policy of the remuneration system for Directors excluding Outside Directorsof the Company is to create a remuneration framework that promotes the Company’s
continuous growth and improves the Company’s corporate value over the medium to longterm by promoting the sharing of values with shareholders, ensuring objectivity andtransparency so that the Company can adequately fulfill its accountability obligations, andfostering a healthy sense of entrepreneurship in the Directors while taking into accountthe level of remuneration that will enable the Company to secure and retain top-grade
personnel. Specifically, the remuneration framework comprises the base remuneration as
fixed remuneration and performance-based bonuses and performance-based stockcompensation as variable remuneration.
Remuneration for Outside Directors of the Company comprises base remuneration only,
to ensure their independence from the Company, and the amount of remuneration for each
Outside Director is determined by the Board of Directors.
Based on advice from the Personnel Committee, in the fiscal year ending March 2022,
the Company continues to adopt the remuneration system under the previous Mid-term
Plan (for three years from the fiscal year ended March 2019 to the fiscal year ended March
2021) for Directors excluding Outside Directors of the Company, as it is a period for
preparing for the next Mid-term Plan.
(ii)

Base remuneration

The base remuneration for Directors of the Company is monthly fixed remuneration
paid in cash, and paid within a specific time period every month with the limit of 400
million yen per year pursuant to the resolution at the Tenth Ordinary General Meeting of
Shareholders of the Company held on June 22, 2015. In addition, Directors excluding
Outside Directors of the Company contribute a fixed proportion of the base remuneration
to the shareholding association for directors and officers to purchase the Company’s
shares.
(iii)

Performance-based remuneration

As for variable remuneration of the Company, both performance-based bonuses andperformance-based stock compensation use consolidated operating profit of the Group as
an indicator with the aim of directly reflecting the evaluation on management efforts by
the management team of the Group in the amount of remuneration to be paid.

64Performance-based bonuses of the Company will be paid according to the consolidated
operating profit of the Group for each fiscal year, in an amount determined within a limitof the smaller of (i) 450 million yen as the limit for cash bonus per year pursuant to theresolution at the Tenth Ordinary General Meeting of Shareholders of the Company held on
June 22, 2015 or (ii) 1.5% of the “profit attributable to owners of parent for the period,”within a range of 0% to 200% of the predetermined base amount. For Executive Directors
other than the President and Representative Director, the remuneration includes not only
the portion based on evaluation of consolidated operating profit of the Group but also the
portion based on evaluation of personal performance (qualitative evaluation). The
remuneration is paid within a specific time period every year, after the end of the relevant
fiscal year.
(iv)

Stock compensation

The performance-based stock compensation (which corresponds to profit-related
remuneration prescribed in the Corporation Tax Act) is to be paid only when the
consolidated operating profit of the Group is 60,000 million yen or more, and whether
compensation is paid or not and the level of compensation are determined in each fiscal
year. Under the framework, the number of reference share units is predetermined for each
officer rank, and shares of common stock of the Company and cash corresponding to thenumber of payment share units, which are finalized based on the degree of attainment of
the consolidated operating profit target, will be delivered or paid. Furthermore, theperformance-based stock compensation will be paid within two months from the day
following the day on which the figure of the performance-based indicator (consolidated
operating profit of the Group) is finalized.
(v)

Remuneration structure

Remuneration criteria and ratios are determined by utilizing a management
remuneration database with which data on remuneration is aggregated and analyzed by
an external specialist organization, setting objective benchmarks in light of the scale of theCompany’s business operations and other factors, and comprehensively taking into
consideration the proportion of fixed remuneration and variable remuneration in annual
total remuneration and the proportion of medium- to long-term remuneration in variable
remuneration. If the predetermined base business performance has been achieved, theratio of fixed remuneration to variable remuneration in annual total remuneration will be
about 50 to 50, and the proportion in annual total remuneration of stock-based
remuneration, that is, the sum of the contribution of a fixed proportion of the baseremuneration to the shareholding association for directors and officers and performancebased stock compensation, will be slightly more than 20%.
(vi)

Procedures for determining remuneration

The policy, framework, and performance-based mechanism for remuneration for
Directors excluding Outside Directors of the Company will be determined by the Board of
Directors after receiving opinions from the Personnel Committee, which is chaired by an
Outside Director and of which a majority of the members are Outside Directors(independent Outside Directors), in order to seek the appropriate involvement and adviceof the Outside Directors.
(Note) In accordance with the Mid-term Plan starting from the fiscal year ending March 2023, theCompany has reviewed the remuneration system for Directors and made revisions such aschanging the remuneration limit in connection with the transition to a company with anaudit & supervisory committee, strengthening the linkage between remuneration andperformance, introducing sustainability evaluations and revising the performance-based
stock compensation plan, and the Company has made proposals regarding the
remuneration, etc. of Directors to this General Meeting of Shareholders as Proposal No. 5,65Proposal No. 6 and Proposal No. 7 (please refer to pages 33 to 43 of the Reference
Documents for the General Meeting of Shareholders). Subject to the approval and adoptionof these proposals, the Company will amend its policy for determining the composition of
remuneration, etc. for individual Directors so that it will be consistent with the content ofthese proposals.
c.

Business Performance Targets, Results, and Payment Ratio, etc. Concerning Variable
Remuneration for This Fiscal YearThe baseline business performance for performance-based bonuses (meaning theamount of consolidated operating profit at which the base amount is paid) and the baselineamount of consolidated operating profit for determining whether performance-based
stock compensation is paid or not are both set at 60,000 million yen.
Consolidated operating profit for the fiscal year ended March 31, 2022 was 125,496
million yen, and based on the percentage achieved against the baseline businessperformance for this fiscal year, the payment ratio of performance-based bonuses (portion
based on evaluation on the consolidated operating profit of the Group) was 200% and thepayment ratio of performance-based stock compensation was 100%.

d.

Reason Based on Which the Board of Directors Determined That Composition of
Remuneration, etc. of Individual Directors for This Fiscal Year Are Consistent with the
Determination Policy
When determining the composition of remuneration, etc. of individual Directors, thePersonnel Committee, which is chaired by an Outside Director and of which a majority ofthe members are Outside Directors (independent Outside Directors), examines theoriginal proposal from diverse viewpoints, including consistency with the determination
policy, and thus the Board of Directors respects the opinions of the Committee andconsiders that it is basically consistent with the determination policy.

e.

Policy and Procedures for Determining Remuneration for Audit & Supervisory Board
Members
Remuneration for Audit & Supervisory Board Members of the Company comprises baseremuneration only, with the amount set in accordance with their job positions, consideringthat they bear the duty to audit the execution of all businesses across the Group. The
amount of remuneration for each Audit & Supervisory Board Member is determined by the
Audit & Supervisory Board.

(vii) Matters Concerning Outside Directors and Outside Audit & Supervisory Board Members
a. 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” on pages
60 and 61.
Moreover, there are no special relationships between the Company and the entities withwhich Outside Directors and Outside Audit & Supervisory Board Members have concurrent
positions.

66

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

Overview of Duties Performed Regarding ExpectedRoles
We expect that he will utilize the insight gained
from his experience of being involved inmanagement as the head of a company and his
extensive experience working overseas to fulfill arole in which, from an objective standpoint
independent of the management team, heproactively provides advice in a variety of contexts,
including the formulation of management strategy,
overseas strategy in particular, of the Company, anddrives decision-making on the appointment andremuneration of the management team membersthat is based on objective and reasonableevaluations of their business performance.

KoichiKawana18

During this fiscal year, he fulfilled the expectedroles and provided advice at Board of Directors
Meetings, etc. In addition, he attended all of the
Personnel Committee meetings held seven times
during this fiscal year as the committee chair andwas involved in deliberations regarding theappointment and remuneration of the management
team members, and contributed to decision-making
on the appointment and remuneration of the
management team members based on objective
and reasonable evaluations of their businessperformance. Furthermore, he attended an
Independent Directors and Audit & Supervisory
Board Members Committee meeting held once
during this fiscal year as the chairperson, andevaluated the appropriate functioning of the Boardof Directors from an objective perspective.

100.0%

67

Board of Directors Meetings(Held 18 times)
Number of
Attendance
Meetings
Rate
Attended

Overview of Duties Performed Regarding ExpectedRoles
We expect that she will utilize the insight gained
from her many years of experience as an attorneyat-law to fulfill a role in which, from an objective
standpoint independent of the management team,she supervises management of the Company mainly
from a legal risk perspective, and in addition, drives
decision-making on the appointment andremuneration of the management team membersthat is based on objective and reasonableevaluations of their business performance.

SatokoKuwabara

18

During this fiscal year, she fulfilled the expectedroles and proactively provided advice at Board of
Directors Meetings, etc. In addition, she attended allof the Personnel Committee meetings held seventimes during this fiscal year as a committee
member and was involved in deliberations
regarding the appointment and remuneration of the
management team members, and contributed todecision-making on the appointment andremuneration of the management team members
based on objective and reasonable evaluations of
their business performance. Furthermore, she
attended an Independent Directors and Audit &Supervisory Board Members Committee meeting
held once during this fiscal year, and evaluated theappropriate functioning of the Board of Directors
from an objective perspective.

100.0%

68

Board of Directors Meetings(Held 18 times)
Number of
Attendance
Meetings
Rate
Attended

Overview of Duties Performed Regarding ExpectedRoles
We expect that he will utilize the profoundscholarly knowledge accumulated throughout his
many years of study and teaching activities in thefield of corporate strategy to fulfill a role in which,from an objective standpoint independent of the
management team, he supervises management of
the Company from a corporate strategy perspective,
and in addition, drives decision-making on theappointment and remuneration of the management
team members that is based on objective andreasonable evaluations of their businessperformance.

Mikiharu
Noma

18

During this fiscal year, he fulfilled the expectedroles and proactively provided advice at Board of
Directors Meetings, etc. In addition, he attended allof the Personnel Committee meetings held seventimes during this fiscal year as a committee
member and was involved in deliberations
regarding the appointment and remuneration of the
management team members, and contributed todecision-making on the appointment andremuneration of the management team members
based on objective and reasonable evaluations of
their business performance. Furthermore, heattended an Independent Directors and Audit &Supervisory Board Members Committee meeting
held once during this fiscal year, and evaluated theappropriate functioning of the Board of Directors
from an objective perspective.

100.0%

69

Board of Directors Meetings(Held 18 times)
Number of
Attendance
Meetings
Rate
Attended

Overview of Duties Performed Regarding ExpectedRoles
We expect that he will utilize the insight gained
from his experience of being involved inmanagement as the head of a company and his
extensive knowledge in digital technology to fulfill arole in which, from an objective standpoint
independent of the management team, heproactively provides advice in a variety of contexts,
including the formulation of management strategy,
the digital transformation (DX) strategy inparticular, of the Company, and drives decisionmaking on the appointment and remuneration of
the management team members that is based on
objective and reasonable evaluations of theirbusiness performance.

ToshioShimada14

During this fiscal year, he fulfilled the expectedroles and proactively provided advice at Board of
Directors Meetings, etc. In addition, he attended all
meetings after his appointment as a Director,
attending six out of seven meetings of the
Personnel Committee held during this fiscal year as
a committee member and was involved indeliberations regarding the appointment andremuneration of the management team members,
and contributed to decision-making on theappointment and remuneration of the management
team members based on objective and reasonableevaluations of their business performance.
Furthermore, he attended an Independent
Directors and Audit & Supervisory Board Members
Committee meeting held once during this fiscal
year, and evaluated the appropriate functioning of
the Board of Directors from an objective
perspective.

100.0%(Note) Mr. Toshio Shimada was elected at the Sixteenth Ordinary General Meeting of
Shareholders held on June 21, 2021, and thus, the number of Board of Directors Meetings
on which his attendance rate is based differs from that of other Outside Directors. Boardof Directors Meetings were held 14 times after he assumed the office of Director.

70

(Audit & Supervisory Board Members)
Board of Directors
Meetings(Held 18 times)
NumberofAttendanc
Meetings
e RateAttended

Toru
Shinoda

Osamu
Sudoh

KatsuhikoKamijo18

16

18

100.0%

88.9%

100.0%

Audit & Supervisory
Board Meetings(Held 15 times)
NumberofAttendanc
Meetings
e RateAttended

15

14

15

Statements Made at Board of Directors
Meetings and Audit & Supervisory
Board Meetings

100.0%

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

93.3%

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

100.0%

Provided advice and proposals bygiving opinions, etc. from his profoundscholarly knowledge and perspective
accumulated through his wealth ofexperience as certified public tax
accountant to ensure theappropriateness and validity ofdecisions of the Board of Directors andthe Audit & Supervisory Board.

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

71(3) Accounting Auditors(i)Name: KPMG AZSA LLC(ii) Amount of Remuneration, etc.
Amount of Remuneration, etc.
Amount of Remuneration, etc. for Accounting Auditors¥104 million
for This Fiscal Year
Total in Money and Other Financial Benefits to Be Paidby the Company and Its Subsidiaries to Accounting¥316 million
Auditors(Notes) 1. Bandai Namco Holdings USA Inc., Bandai Namco Europe S.A.S., Bandai Namco Holdings
Asia Co., Ltd., Bandai Namco Holdings China Co., Ltd., and Bandai Namco Holdings UK 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 orthe equivalent laws and regulations in other countries) by audit firms (including entities
overseas with qualifications equivalent to those of a Japanese audit firm) other than the
Company’s Accounting Auditor.
2. Under the audit agreement between the Company and its Accounting Auditor, there is noclear 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 the total
amount of remuneration, etc. for these audits.
3. The Audit & Supervisory Board has analyzed and evaluated the audit report for theprevious fiscal year, and reviewed the sufficiency of the audit plan for this fiscal year aswell as the appropriateness of the time for audit planning, the staffing plan, and the hourlyrate. As a result, the Audit & Supervisory Board concluded that the Accounting Auditor
remuneration is appropriate and gave its consent to the remuneration in accordance with
Article 399, Paragraph 1 of the Companies Act.
(iii) Non-Auditing Operations
Not applicable.
(iv) Policy on Removal or Non-Renewal of an Accounting Auditor
If the Audit & Supervisory Board judges that action is necessary, such as in cases where the
Accounting Auditor’s execution of its duties is impeded, the Audit & Supervisory Board will
determine the contents of a proposal to be submitted to the General Meeting of Shareholders
regarding the removal or non-renewal of the Accounting Auditor.
In addition, if the items stipulated in the matters set forth in Article 340, Paragraph 1 of theCompanies Act are deemed applicable to the Accounting Auditor, the Accounting Auditor will be
removed based on the agreement of all Audit & Supervisory Board Members. If this occurs, an
Audit & Supervisory Board Member selected by the Audit & Supervisory Board will report thefact of the Accounting Auditor’s removal and the reason for the removal at the first General
Meeting of Shareholders held after the removal.
(v) Summary of Contracts Concerning Limited Liability
Not applicable.
(vi) Summary of the Contents of the Indemnification Agreement
Not applicable.

72(4) Basic Policy Concerning Control of the Company(i)Content of Basic Policy

The Corporate Value of the GroupIn accordance with Bandai Namco’s Purpose, which is the ultimate definition of the Group, we
will aim to have Bandai Namco always meet the needs of IP fans, a wide range of business
partners, Group employees, and communities around the world and to foster deep, broad,multifaceted connections.
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, environments and customers’
lifestyles and preferences. Such creation is closely linked to raising the corporate value of theCompany.
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 one who sufficiently understands the importance of the above kind of strategy andwhat the Group aims to be based on our Purpose, the managerial resources, such as humanresources, IP and content, that support the accomplishment of that vision and mission, and theimportance of various stakeholders related to the Company, and who maximizes the corporate
value of the Company and its shareholders’ common interests over the medium to long term.
Therefore, we believe that, in the event that any person or entity that attempts to acquire large
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 thedecisions 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 started in April 2018, the Group aimed to evolve theIP axis strategy further and achieve penetration and expansion in global markets. At thesame time, we also pursued various strategies in order to strengthen development in regions
and businesses with high growth potential going forward. As we postponed the start of the
new Mid-term Plan by one year due to drastic environmental changes, we designated theone year starting April 2021 as a period for developing the business foundation andorganizational structure to pursue strategies for the next Mid-term Plan and promoted
various initiatives to examine strategies, restructure organizations, and strengthen
cooperation among businesses.

73

From April 2022, the new three-year Mid-term Plan began under the Group Purpose, with
Bandai Namco aiming to connect with a wide range of stakeholders including IP fans,business partners, Group employees and communities around the world on a deeper,
broader, and more multifaceted level. Under the Mid-term Plan, the Group is committed toprogressing toward a new stage as an entertainment corporate group and enhancing its
corporate value by implementing its priority strategies, namely the IP axis strategy,
personnel strategies, and sustainability, based on the Mid-term Vision to “Connect with Fans.”Strengthening Corporate Governance
The president and representative director of each business management company
responsible for each Unit holds concurrent positions within the Group, such as serving as a
Director of the Company. This contributes to strengthening the collaborative efforts between
the holding company and the operating companies and between the operating companies
and to facilitating speedier decision-making as a group. In addition, the Company willtransition from a company with an audit & supervisory board to a Company with an audit &supervisory committee, subject to approval at this General Meeting of Shareholders, in orderto strengthen its corporate governance system and further enhance corporate value throughspeedy decision-making and business execution. After its transition to a company with anaudit & supervisory committee, the Company will work to strengthen management
oversight functions by appointing five Outside Directors out of 14 total Directors and also
making sure that all of the Outside Directors are independent Outside Directors. In addition,
the Company has organized an Independent Directors and Audit & Supervisory Committee
Members Committee with the aim of evaluating the appropriate functioning of the Board of
Directors from an objective perspective. The Independent Directors and Audit & Supervisory
Board Members Committee comprises independent Directors and Audit & Supervisory
Board Members only, and its secretariat functions are entrusted to a third-party specialist
organization. In this way, the Company retains a more highly effective supervisory function
over the Board of Directors.

Promoting Efficient Management
The Group has put in place standards for business reconstruction; it has reinforced
systems for continuous monitoring in order to discern business trends more swiftly, and ismaking swift decisions on restructuring businesses or withdrawing from them, based on inhouse indicators. In addition, the Group is working towards cost reductions by standardizing
processes across the Group as a whole and is promoting managerial efficiency from various
perspectives.



Reinforcing Personnel Strategies
In accordance with our Purpose, the Group strives to be a community of “Same Spirit,
Diverse Talents,” where diverse companies and people of different skills, individual
characteristics and values can thrive. We have always focused on recruiting and promoting
individuals regardless of whether they are new graduates or mid-career hires and regardlessof gender or nationality, in addition to which we have focused on developing systems andenvironments that enable a diverse array of people to thrive and work in a way that is both
physically and mentally healthy. In addition, we have promoted initiatives to support
challenges taken on by employees and the development of human resources to promote theIP axis strategy on a global scale, as well as new and diverse ways to work.

Reinforcing Sustainability Activities
In accordance with our Purpose, the Group will promote sustainable activities for therealization of a sustainable society with fans. In April 2021, the Group formulated the“Bandai Namco Group Sustainability Policy” to, under the IP axis strategy, work with fans topromote sustainability activities corresponding to social issues that should be addressed by74

the Group. In our Mid-term Plan, we have designated sustainability as a priority strategy andidentified material issues (reselected important themes) as new themes in society thatshould be addressed by the Group. Moving forward, we will promote a detailed action planin line with the material issues and work toward achieving targets that has been set for
reducing energy-related carbon dioxide emissions.


Proactive IR Activities
The Company discloses information in a timely and appropriate manner in accordancewith 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 our
stakeholders, in particular our shareholders, with information concerning management
strategies and business directions. The Group thus works to provide ample opportunities,
for instance, company information meetings and financial information meetings, for thepresident and representative director and other executives of the Company to provide
explanations directly to individual investors and to both Japanese and foreign institutional
investors, stock analysts, etc. in order to deepen their understanding of the Group.

Proactive Policy for the Return of Profits to Shareholders
The Company ranks the return of profits to shareholders as one of its highest priorities in
its management. The Company aims to further strengthen the Group’s competitiveness and,while maintaining a sound financial status, to achieve regular distributions of dividends andimprovement in the Company’s corporate value. Specifically, the Company follows a basic
policy of providing a return to shareholders that targets a total return ratio of 50% or more
based on stable dividend payments of 2% of DOE (dividends on equity). Under this policy,
the Company strives to maintain long-term and stable dividends and be more aware ofcapital cost.

Takeover Defense Measures
At present, the Company has not introduced any specific takeover defense measures. The
Group regards implementing our management and business strategies in accordance with themeasures to increase the corporate value of the Group and aiming to increase the corporate
value of the Group as a whole as a substantial defense against inappropriate takeovers. That said,
since we are entrusted by shareholders with the management of the Group, we will work on
studying and developing a system for takeover defense, with a close eye on legal and social
trends, in anticipation of situations in which an inappropriate entity or person might emerge tohave decision-making power over the Company’s financial and business policies. In concreteterms, 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 sufficiently deliberate
the matter at the Board of Directors Meetings after referring the matter to the Independent
Directors and Audit & Supervisory Board Members Committee for their review from objective
viewpoints, to enable the Company to make a judgment from the perspective of improving
corporate value first. The Company will also work to collect sufficient information and securenecessary time, so as to be conducive to appropriate judgment by the shareholders.
(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.

75

(5) Systems for Ensuring the Properness of Operations and Operating Status of the Systems(As of March 31, 2022)
Systems for Ensuring the Properness of Operations
The following outlines decisions regarding the basic policy for the structure of internal control
systems.
(i)

Systems to Ensure that the Execution of the Duties by Directors, etc. and Employees of theCompany and Its Subsidiaries Is in Compliance with the Laws and Regulations and the
Articles of Incorporationa. The Company shall set in place the Group’s Corporate Philosophy and Group Compliance
Charter, ensure that Directors and employees of the Company and its subsidiaries arefamiliar with them, and always pay due attention to ensure they carry out their duties
lawfully and fairly.
b. Directors of the Company shall report periodically to the Board of Directors on the structure
and operating status of internal control systems.
c. The Company shall install a Director in charge of compliance who is responsible forsupervision of compliance overall based on its compliance regulations, and establish a
structure ensuring that the Company and the entire Group abides by the law, behaves
ethically, and complies with internal regulations.
d. Should violations of compliance or suspicions thereof occur within the Group, the Company
shall immediately convene the Group Risk Compliance Committee with the Company’s
President and Representative Director as its chair to discuss and decide how the issue
should be handled.
e. Overseas, an overseas regional headquarters shall be determined for each region to manage
risk and support compliance.
f. Internal reporting systems including an internal consultation point, an external
consultation point comprising external legal advisors, etc., and the Audit & Supervisory
Board Members hotline, which enables reporting directly delivered to the Audit &Supervisory Board Members, shall be put in place in the Company and its major subsidiaries.
g. The Internal Auditing Division shall be established independently of the executive sectionsin the Company and its major subsidiaries to work towards maintaining the properness of
execution of operations through internal audits.
(ii) Systems for Preserving and Managing Information Related to Directors’ Execution of Their
Dutiesa. The Company shall establish regulations concerning document management and ensure (i)the centralized collection and management of minutes of several kinds of meetings,
contracts and other documents, and (ii) appropriate safekeeping and management ofimportant documents including documents circulated for approval in each department. The
Company shall have a system to ensure that Directors and Audit & Supervisory Board
Members may peruse those documents at any time.
b. The Company shall establish regulations concerning information security as a part of Groupmanagement. These regulations will provide for a system to ensure appropriate
safekeeping and preservation of information.

76

(iii) Regulations Concerning Management for Risk of Loss of the Company and Its Subsidiaries
and Other Systems
a. The Company shall establish regulations concerning risk management and compliance as apart of Group management. Throughout the Group, we will work to prevent risk and to
discover risk factors as rapidly as possible.
b. When risk arises, the Company shall convene the Group Risk Compliance Committee
without delay to minimize the impact of risk on our business by responding to risk quickly
and in an appropriate manner.
c. Anticipating the occurrence of situations that could cause drastic damage to the
management of the Group through a major disaster or the like, the Group shall define thebasic policy for a Business Continuity Plan (BCP) for the Group, and formulate a BCP for theGroup and organize a Business Continuity Management (BCM) system to achieve rapid
recovery and restart of operations. Directors and employees of the Company and its
subsidiaries shall be made aware of this.
(iv) Systems to Ensure That Directors, etc. of the Company and Its Subsidiaries Execute Their
Duties Efficiently
a. The Company shall assign each subsidiary into Units categorized by business segment, andappoint a Director and business management company in charge of each Unit in order toimprove efficiency of business operations based on the division of duties, chain of command
structure, authorities and competencies, decision making frameworks and otherregulations regarding structure within the Group.
b. The Company shall formulate a Mid-term Plan with a period of three business years for theentire Group and each Unit, and determine the budget for each business year based on those
Mid-term Plans.
(v) Systems Concerning Reporting Matters Regarding Execution of Duties of Directors, etc. of
Subsidiaries to the Company
a. The Company shall establish meetings such as Group Business Report Meetings and GroupManagement Meetings, and put in place a system for reporting inside the Group anddecision making.
(vi) Other Systems to Ensure Proper Business Behavior by the Company and Its Subsidiaries
a. The Company shall revise the Group Compliance Charter as appropriate in response torevisions to laws and regulations and changes in the social context surrounding the Group,and shall ensure that the contents of the Charter are made thoroughly known to Directors,
etc. and employees of the Company and its subsidiaries through distributing theCompliance Book and through training.
b. The Company and its subsidiaries shall endeavor to improve and standardize businessprocesses considering the importance of effectiveness and efficiency in business operations,and shall evaluate and operate internal controls on financial reporting based on related
laws and regulations, etc.

77

(vii) Matters Regarding Employees Required by Audit & Supervisory Board Members to Assist
Their Duties, and Matters Regarding the Independence of Such Employees from the Boardof Directors
a. The Company shall provide a speedy response when Audit & Supervisory Board Members
ask the President and Representative Director to provide employees to assist their duties.
Where that employee simultaneously works for any other section, his or her business duties
pertaining to the Audit & Supervisory Board Members shall take priority.
b. The Company shall provide an opportunity for Directors and Audit & Supervisory Board
Members to consult in advance regarding personnel matters relating to such employees, so
as to ensure independence from the Board of Directors.
(viii)Matters Concerning Ensuring the Effectiveness of Instructions to Employees Who Assist
the Audit & Supervisory Board Members
a. The Company shall keep Directors and employees thoroughly informed that employees who
assist the Audit & Supervisory Board Members in their duties are under the command of
the Audit & Supervisory Board Members.
(ix) System for Directors, etc. and Employees of the Company and Its Subsidiaries to Report to
the Company’s Audit & Supervisory Board Members
a. Directors, etc. and employees of the Company and its subsidiaries shall report to the Audit& Supervisory Board promptly with regard to matters prescribed by laws and regulations,other matters likely to have a major impact on the Company and the Group, and mattersrelated to the current status of internal audits and compliance.
b. Directors, etc. and employees of the Company and its subsidiaries shall report promptly andappropriately when requested to do so by an Audit & Supervisory Board Member of theCompany regarding the performance of their duties.
c. The Company shall put in place an Audit & Supervisory Board Members Hotline to allow
reports to be made directly to the Company’s Audit & Supervisory Board Members as aninternal reporting system.
(x) System for Ensuring That Persons Making Reports to Audit & Supervisory Board Members
Shall Not Be Treated Disadvantageously
a. The Company shall prohibit the disadvantageous treatment of persons who have reported
or consulted with Audit & Supervisory Board Members, and shall state that clearly in theGroup Risk Compliance Regulations and make it thoroughly known to Directors, etc. andemployees of the Company and its subsidiaries.
(xi) Matters Regarding Policies Pertaining to Procedures for Advance Payments or
Reimbursement of Expenses Arising in the Performance of Duties by Audit & Supervisory
Board Members and Other Payment of Expenses and Liabilities Arising in the Performanceof Said Duties
a. The Company shall immediately pay expenses or liabilities where an Audit & Supervisory
Board Member has requested advance payments or reimbursement of expenses arising in
the performance of his or her duties, excluding cases where they were not considerednecessary for the performance of said duties.

78

(xii) Other Systems to Ensure the Effectiveness of Audits Conducted by the Audit & Supervisory
Board Members
a. Directors of the Company shall formulate a system whereby Audit & Supervisory Board
Members can attend important meetings, and ensure that a system exists whereby they canmeet periodically or on an ad hoc basis with Directors and employees, and cooperate with
Internal Audit Division and Accounting Auditors.
b. Subsidiaries of the Company shall install an appropriate number of Audit & Supervisory
Board Members according to their scale, business category, etc., and ensure that there aresystems in place wherein Audit & Supervisory Board Members of subsidiaries reportperiodically to the Audit & Supervisory Board Members of the Company.

79Operating Status of Systems for Ensuring the Properness of Operations
The overview of the operating status of the above-mentioned systems for ensuring theproperness of operations is as follows:1.

Overall Internal Control Systems
In order to establish and operate overall internal control systems at the Company and its
subsidiaries, an Internal Control Committee established within the Company conducts
regular monitoring and evaluation of internal controls and reports to the Board of
Directors as internal control reports. Improvements are implemented based on thesereports. The appropriateness and reliability of evaluations of internal controls are ensured
by having Internal Audit Divisions established at the Company and its major subsidiaries
conduct appropriate internal audits.
In order to further enhance its corporate value by carrying out swifter decision-making
and business execution while strengthening the corporate governance system, theCompany will transition from a company with an audit & supervisory board to a company
with an audit & supervisory committee subject to approval at the Seventeenth Ordinary
General Meeting of Shareholders. After the Company transitions to a company with anaudit & supervisory committee, five of the Company’s fourteen Directors will be Outside
Directors, and the Company will work to strengthen management oversight functions bymaking sure that all of the Outside Directors are independent Outside Directors.

2.

Compliance and Risk Management
In order to ensure abidance of laws, respect of ethical behavior, and compliance withinternal regulations, the Company has set in place the Group Compliance Charter to define
behavioral guidelines for Directors, etc. and employees of the Company and its subsidiaries,
and is working to ensure that they are familiar with the Charter, through putting up posters
and distributing a Compliance Book. In addition, the Director in charge of compliance of
the Company strives to strengthen the compliance systems by carrying out management of
the overall compliance of the Group and periodical training using e-learning tools andother programs. The Company also investigates the degree of actual awareness throughdistributing surveys on compliance awareness to all employees of the Company and its
subsidiaries and strives to enhance compliance awareness by sharing the results of thesurvey with each subsidiary director in charge of compliance. Furthermore, the Company
has established and operates a whistle-blowing system to provide a point of contact forinternal and external consultations and an Audit & Supervisory Board Members Hotline toallow direct reporting to Audit & Supervisory Board Members. The Company and its major
subsidiaries have also included provisions in their internal regulations to ensure theprotection of whistleblowers.
For risk management, the Company and its subsidiaries have established guidelines onrisk management and have formulated and operate a Business Continuity Plan (BCP) anda Business Continuity Management (BCM) system for the Group. The Company is working
to ensure that Directors, etc. and employees of the Company and its subsidiaries are wellaware of these guidelines and systems. In addition, as part of the measures to prevent the
spread of COVID-19, the Company established a crisis management committee dedicatedto preventing the spread of COVID-19, whose participating members include persons incharge of the related departments and the Company’s Directors, and the committee isregularly sharing information and holding discussions on future policies. The committee
disseminates the results of its meetings throughout the Group, and each company ispromoting initiatives in line with policies decided by the committee.
Should violations of compliance occur or risk arise, a meeting of the Group Risk
Compliance Committee, chaired by the President and Representative Director, is convened
immediately to ensure a quick and appropriate response. Every month, the Group80

Compliance Committee Secretariat reports to the Board of Directors any information oncompliance and risk and how they have been managed in the Company and its subsidiaries.
3.

Subsidiary Business Management
The Company assigns each subsidiary into three Units and five Businesses categorized
by business segment, and appoints a Director and a business management company incharge of each Unit and Business in order to improve efficiency of business operations
based on the division of duties, chain of command structure, authorities and competencies,
decision making frameworks and other regulations regarding structure within the Group.
The Group Business Report Meetings (held three times this fiscal year) and the GroupManagement Meetings (held nine times this fiscal year) are convened regularly to allow
information sharing across the Group and facilitate discussions relating to various issues.
The Company has also established and controls a business management system atsubsidiaries, with a central role played by the Company’s Corporate Planning Department,
and monitors progress every month through a review of the Mid-term Plans and businessperformance across the Group and at each Unit and Business. In addition, the Company’s
Internal Auditing Division efficiently monitors the Group’s internal controls throughregular internal audits of the subsidiaries.

4.

Execution of Duties by Directors
The Company has established the Group’s Corporate Philosophy, the Group Compliance
Charter, and the Group Rules for Executives and has disseminated these regulations toensure that Directors carry out their duties in a fair and legal manner. The Company has
appointed a number of independent Outside Directors and actively exchanged ideas withthem at the Board of Directors Meetings and executive training sessions in order tostrengthen the supervisory function of the Company. The Independent Directors and Audit& Supervisory Board Members Committee consisting of only independent Outside
Directors and independent Outside Audit & Supervisory Board Members evaluates theeffectiveness of the Board of Directors and works on corporate governance and corporate
value improvement. In this fiscal year, the Board of Directors Meetings were held 18 times
and the Independent Directors and Audit & Supervisory Board Members Committee
meeting was held once.
In addition, some of the authority for the execution of duties has been delegated fromthe Board of Directors to a new meeting body (Full-Time Officers Committee) from April
2022 to build a system that will enable even swifter decision-making and execution ofduties in the fast-changing entertainment market.

5.

Audits by the Audit & Supervisory Board Members
The Audit & Supervisory Board Members of the Company attend key meetings at theCompany and the major subsidiaries, including the Board of Directors Meeting and theGroup Business Report Meetings, and audit the execution of duties by Directors andcompliance with laws and regulations and the Articles of Incorporation. The Audit &Supervisory Board Meetings convened 15 times this fiscal year, allowing the Audit &Supervisory Board Members to exchange opinions and share information on importantmatters. The Audit & Supervisory Board Members also meet regularly or as needed with
the Directors of the Company, Internal Auditing Divisions, the Audit & Supervisory Board
Members of subsidiaries and the Accounting Auditors to ensure the audits conducted by
the Audit & Supervisory Board Members are effective and efficient.

81

Consolidated Balance Sheet(As of March 31, 2022)(Millions of yen)AmountASSETS
Current assets
Cash and time deposits
Trade receivables and contract assets
Finished goods and merchandiseWork in process
Raw materials and supplies
Other current assets
Allowance for doubtful receivables
Total current assets

279,401
122,742
33,051
86,292
4,905
52,814(2,001)
577,206

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
Goodwill
Other intangible assets
Total intangible assets
Investments and other assets
Investment securities
Deferred tax assets
Net defined benefit asset
Other investments and assets
Allowance for doubtful receivables
Total investments and other assets
Total fixed assets
TOTAL ASSETS

17,017
6,672
42,86925,89092,45014,887
19,54034,428113,261
25,732525
19,831(784)
158,565
285,443862,65082

(Millions of yen)AmountLIABILITIESCurrent liabilities
Trade payables
Short-term borrowings
Accrued income taxes
Contract liabilities
Provision for directors’ bonuses
Other provision
Other current liabilities
Total current liabilities

99,81010,81022,891
22,912
2,180
1,565
83,191
243,362

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

10,236
249
5,261
199
19,10635,053
278,416

NET ASSETSStockholders’ equity
Common stock
Capital surplus
Retained earnings
Treasury stock
Total stockholders’ equity

10,00052,574482,147(2,140)542,581

Accumulated other comprehensive income
Valuation difference on available-for-sale securities, net of tax
Deferred gains or losses on hedges, net of tax
Revaluation reserve for land, net of tax
Foreign currency translation adjustments
Remeasurements of defined benefit plans, net of tax
Total accumulated other comprehensive income
Non-controlling interests
TOTAL NET ASSETSTOTAL LIABILITIES AND NET ASSETS

45,037901(4,016)
1,886(2,394)
41,413
237
584,233
862,65083

Consolidated Statements of Operations(From April 1, 2021 to March 31, 2022)
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Foreign exchange gains
Other non-operating income
Non-operating expenses
Interest expense
Loss on valuation of derivatives
Provision of allowance for doubtful accounts
Other non-operating expenses
Recurring profit
Extraordinary income
Gain on sales of fixed assets
Subsidies for employment adjustment and otherrelated to COVID-19
Other extraordinary income
Extraordinary loss
Loss on impairment of fixed assets
Extra retirement payments
Loss on disposal of fixed assets
Other extraordinary loss
Profit before income taxes
Income taxes - current
Income taxes for prior periods
Income taxes - deferred
ProfitLoss attributable to non-controlling interests
Profit attributable to owners of parent

84(Millions of yen)Amount889,270533,004
356,265
230,769
125,496
217
1,236
5,519
2,363
377
244
369
233

9,337

1,225
133,608

3,318
909
469
2,994
1,257
994
2,176
38,216
6,792(6,713)

4,697

7,423
130,882
38,29592,587(165)
92,752

Consolidated Statement of Changes in Net Assets (From April 1, 2021 to March 31, 2022)(Millions of yen)
Stockholders’ equity

Balance at beginning of year

Common stock

Capital surplus

10,00052,232

Cumulative effects of changes
in accounting policies
Restated balance

Retained earnings
414,487

Treasury stock(3,905)179
10,00052,232

414,666

Total stockholders’equity472,814179(3,905)472,993

Changes during the period
Cash dividends
Profit attributable to ownersof parent
Change of scope of
consolidation - foreign
currency translation
adjustment
Change in ownership interestof parent due to transactions
with non-controlling interests(25,271)(25,271)

92,752

92,752
–

(108)

(108)

Purchase of treasury stock
Disposal of treasury stock

451

Changes in treasury stock
accompanying changes toholdings in companies towhich the equity method isappliedNet changes of items otherthan stockholders’ equity
Total changes during the period
Balance at end of year

(8)

(8)

1,772

2,224

0

0

–

342

67,4801,764

69,58810,00052,574482,147(2,140)542,58185

Accumulated other comprehensive income
Valuationdifference on
available-for-salesecurities, net oftax

Balance at beginning of year

51,587

Deferred gains
or losses onhedges,net of tax

988

Revaluation
reserve for land,
net of tax

Foreigncurrencytranslation
adjustments(4,016)(7,438)Remeasurement Total accumulated Non-controllinginterestss of definedotherbenefit plans,
comprehensive
net of tax
income(3,419)37,701

917

Cumulative effects of changes
in accounting policies
Restated balance

Total net assets

511,433
179

51,587988(4,016)(7,438)(3,419)37,701

917

511,612

Changes during the period
Cash dividends(25,271)

Profit attributable to ownersof parent
Change of scope of
consolidation - foreign
currency translation
adjustment
Change in ownership interestof parent due to transactions
with non-controlling interests

92,752
160

160

160

(482)

(591)

Purchase of treasury stock(8)

Disposal of treasury stock

2,224

Changes in treasury stock
accompanying changes toholdings in companies towhich the equity method isappliedNet changes of items otherthan stockholders’ equity

0(6,549)

(87)

–

9,164

1,025

3,552

(197)

3,355

Total changes during the period(6,549)

(87)

–

9,324

1,025

3,712

(679)

72,620

Balance at end of year

45,037901(4,016)

1,886(2,394)

41,413

237

584,233

86

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:
83 companies(ii) Names of Principal Consolidated Subsidiaries:
Bandai Namco Entertainment Inc., BANDAI CO., LTD., Bandai Namco Arts Inc.,SUNRISE INC., Bandai Namco Amusement Inc., Bandai Namco Holdings USA Inc.,
Bandai Namco Europe S.A.S., Bandai Namco Holdings Asia Co., Ltd., Bandai Namco
Holdings China Co., Ltd., and Bandai Namco Holdings UK Ltd.
Bandai Namco Holdings France S.A.S. has changed its name to Bandai Namco
Europe S.A.S.
(iii) Changes in the Scope of Consolidation:
As Highway Star Inc. transferred their shares, VIBE Inc. and Bandai Namco (Shanghai) Co.,
Ltd. were liquidated, and Bandai Namco Entertainment Europe S.A.S., Bandai Namco
Amusement America Inc., and Bandai Namco Collectibles LLC were merged into
consolidated subsidiaries of the Company, they are all excluded from the scope of
consolidation.
(2) Status of Non-Consolidated Subsidiaries:(i)Names of the Principal Non-Consolidated Subsidiaries:
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 thescale of the business conducted by each of those companies is small and the total assets,
net sales, profit or loss and retained earnings, etc. corresponding to the ownership held by
the Company of each non-consolidated subsidiary have no material impact on the
consolidated financial statements.
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 Affiliated Companies to Which the Equity Method Was Applied:
5 companies(ii) Names of the Principal Affiliated Companies to Which the Equity Method Was Applied:
Happinet Corporation, People Co., Ltd., and Drecom Co., Ltd.
(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.

87

(ii) Reason the Equity Method Was Not Applied to the Company:
The equity method was not applied to this company, because it was deemed that theexclusion of the company from the application of the equity method would have little, andno material impact on the consolidated financial statements of the Company and it seemed
unimportant as a whole in consideration of the company’s profit or loss and retained
earnings, etc. corresponding to the Company’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 closing date that differsfrom the consolidated closing date, then the financial statements for the fiscal year of thatcompany are used.
3. Information Concerning the Fiscal Year, etc. for Consolidated Subsidiaries
The closing date for Bandai Namco Holdings China Co., Ltd., Bandai Namco Entertainment(Shanghai) Co., Ltd., BANDAI (SHENZHEN) CO., LTD., Bandai Namco Toys & Hobby (Shanghai)Co., Ltd., SUNRISE (SHANGHAI) CO., LTD., and Bandai Namco Amusement (Shanghai) Co., Ltd.
is December 31, and their financial data as of that closing date is used. The closing date for
BANDAI CORPORACION MEXICO, S.A. de C.V. is December 31, and its financial data is based ona provisional closing as of March 31 pursuant to procedures for the fiscal year-end closing.
Necessary adjustments on a consolidated basis are made when transactions of material
importance occur between the reported closing date and the consolidated closing date.
4. Accounting Policies(1) Valuation Basis and Methods for Significant Assets:(i)

Valuation Basis and Methods for Securities:
Available-for-sale securities:
Securities other than shares, etc. that do not have a fair value:
Stated using the fair value method. (Valuation differences are reflected
directly in net assets and cost of sales is calculated using the moving
average method.)
Shares, etc. that do not have a fair value:
Stated using the 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 2 of the Financial Instruments and Exchange Act), these arestated 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 the partnership agreement.

(ii) Derivative Transactions: Stated using the fair value 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. (Thevalue stated on the balance sheet was calculated by writing down the bookvalue based on declining profitability.)88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 and right-of-use assets):
The Company and domestic consolidated subsidiaries:
Generally stated using the declining-balance method.
However, for buildings (excluding equipment attached thereto) acquired on orafter 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:
2 to 50 years
Amusement facilities and machines:
3 to 15 years
Overseas consolidated subsidiaries:
Stated using the straight-line method.
The general useful life of property, plant and equipment is as follows:
Buildings and structures:
3 to 50 years
Amusement facilities and machines:
4 to 25 years(ii) Intangible Assets (Exclusive of leased assets and right-of-use 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.
(iv) Right-of-use assets:
Stated using the straight-line method over the shorter of the useful life or the lease
period of assets.
(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 estimated unrecoverable
amounts.

(ii) Provision for Directors’ Bonuses:
Accrued bonuses for directors are provided based on the estimated amounts to be
paid in respect of this fiscal year.

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

Revenue Recognition:
The content of performance obligations and normal timing of revenue recognition
for major businesses are as follows.
a. Digital Business89

In the Digital Business, we mainly conduct the distribution of network content and salesof home video games.
For the distribution of network content (smartphone-based applications, etc.), in manycases, games are provided for free to customers, while items, etc. used in the game areprovided at charge. The Company deems the performance obligation to be satisfied when
the customer uses said items, etc. and estimates the customer’s usage period, recognizing
revenue over such usage period.
For sales of home video games, the Company deems the performance obligation to besatisfied and recognizes revenue at the point in time when the product is transferred tothe customer. However, if there are elements not yet delivered to the customer, such asadditional free downloadable content, the Company calculates the estimated sale value
by referencing the selling price of similar paid downloadable content and recognizes
revenue over the course of the customer’s average game-playing period.
Licensing of home video games under license agreements is a grant of usage rights, andthe Company deems the performance obligation to be satisfied and recognizes theminimum guarantee as revenue at the point in time when licensing starts. Royalties
based on net sales are determined based on the sales, etc. of the contract partner, andrevenue is recognized at the point in time when the performance obligation is deemed tobe satisfied while taking into consideration the time when the royalty is accrued.
b. Toys and Hobby BusinessIn the Toys and Hobby Business, we mainly conduct sales of toys, capsule toys, cards,
confectionery and foods, apparel, sundries, plastic models, prizes, stationary, and otherproducts.
For such sales of goods and products, the Company deems the performance obligation to
be satisfied and recognizes revenue at the point in time when the good or product istransferred to the customer.
c. Visual and Music BusinessIn the Visual and Music Business, we mainly conduct the production and management ofvisual and music content.
Regarding the sales of visual and music content, the Company deems the performanceobligation to be satisfied and recognizes revenue at the point in time when the productis transferred to the customer.
Licensing of visual and music under license agreements is a grant of usage rights, and theCompany deems the performance obligation to be satisfied and recognizes the minimum
guarantee as revenue at the point in time when licensing starts. Royalties based on net
sales are determined based on the sales, etc. of the contract partner, and revenue isrecognized at the point in time when the performance obligation is deemed to besatisfied while taking into consideration the time when the royalty is accrued.
d. Creation BusinessIn the Creation Business, we mainly conduct the production of animation and the
management and administration of copyrights and other rights.
For contracted animation production, the Company deems the performance obligation
to be satisfied and recognizes revenue at the point in time when the product is delivered
to the client.
The licensing of animation under license agreements is recognized by the Company inthe same manner as in the Visual and Music Business.
e. Amusement BusinessIn the Amusement Business, we mainly conduct the sales of amusement machines andoperation of amusement facilities.

90

For sales of amusement machines, the Company deems the performance obligation to besatisfied and recognizes revenue at the point in time when the product is transferred tothe customer.
Revenue from the operation of amusement facilities mainly arises from charges tocustomers to play with amusement machines, and the Company deems the performanceobligation to be satisfied and recognizes revenue at the point in time when the customer
starts playing.
Regarding the domestic sales of goods and products in each business, the Company applies
the alternative treatment prescribed in paragraph 98 of the “Implementation Guidance on
Accounting Standard for Revenue Recognition,” and if the period from the time of shipment
to the time when control of such goods or products is transferred to the customer is anormal period of time, the Company recognizes revenue at the time of shipment.
(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.
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, theCompany records the software and content development costs as work in process.
The capitalized production costs are amortized to cost of sales based on projectedsales revenue for home video games and are amortized to cost of sales over theminimum operating period for smartphone-based applications.
(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 foreign exchange 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 from fluctuations
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, fromthe 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 value or
the cumulative changes in the cash flows of the hedging instrument.
In the event that critical terms are the same for the hedging instrument and thehedged assets, liabilities, or scheduled transaction, it is assumed that the hedge is100% effective, so the assessment of effectiveness is not performed.

91

(6) Amortization of Goodwill
The Company reasonably estimates the period for which the effects of goodwill are
expected to emerge and amortizes the goodwill on a straight-line basis over a fixed
number of years up to 10 years.
(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 benefit formula basis is mainly usedin determining the amount of the expected retirement benefit obligations attributed tothe period up to the end of this fiscal year.
b. Method of recognizing actuarial gains and losses and past service costs
Actuarial gains and losses are recognized in gain or loss in the consolidated fiscal year
following the year in which a respective gain or loss arises, and are amortizedproportionally on a straight-line basis over a certain period (7 to 14 years) that is within
the average remaining period of service of the eligible employees.
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.
c. The Company and certain consolidated subsidiaries use a simplified method in
calculating net defined benefit asset, net defined benefit liability, and periodic pension
cost under which retirement benefit obligations are principally based on accrued
benefits at the end of the year.

(ii) Application of Consolidated Taxation System
The Company has applied the consolidated taxation system.
(iii) Application of Tax Effect Accounting for the Transition from the Consolidated Taxation
System to the Group Tax Sharing System
The Company and certain domestic consolidated subsidiaries will transition fromthe consolidated taxation system to the group tax sharing system from the next
consolidated fiscal year. However, for the transition to the group tax sharing
system established by the “Act for Partial Amendment of the Income Tax Act, etc.”(Act No. 8 of 2020) and the items for which the non-consolidated taxation system
was reviewed in accordance with the transition to the group tax sharing system,
the Company and certain domestic consolidated subsidiaries do not apply theprovision of Paragraph 44 of the “Implementation Guidance on Tax EffectAccounting” (ASBJ Guidance No. 28, February 16, 2018), and the amounts ofdeferred tax assets and deferred tax liabilities are based on the provisions of the
tax laws before the revision, pursuant to Paragraph 3 of the “Practical Solution on
the Treatment of Tax Effect Accounting for the Transition from the Consolidated
Taxation System to the Group Tax Sharing System” (ASBJ PITF No. 39, March 31,2020).
Effective from the beginning of the next consolidated fiscal year, the Company will
adopt the “Practical Solution on the Accounting and Disclosure Under the GroupTax Sharing System” (ASBJ PITF No. 42, August 12, 2021), which prescribes theaccounting and disclosure treatment of corporate and local corporation tax as well
as tax effect accounting in the case where the group tax sharing system is applied.

92

II.

Notes to Changes in Accounting Policy(Application of Accounting Standard for Revenue Recognition, etc.)
The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement
No. 29, March 31, 2020; hereinafter the “Revenue Recognition Standard”) and other relevant ASBJ
regulations from the beginning of this fiscal year, and it has decided to recognize revenue at thetime the control of promised goods or services is transferred to the customer at the amount
expected to be received upon exchange of those goods or services. As a result of this application,
revenue mainly for network content and home video games with online functions, which waspreviously recognized when items used in the content or video game software was sold, etc., will
be recognized by calculating the estimated sales value for undelivered elements if there wereelements that were not delivered to customers and recognizing an amount equivalent to thatvalue as the revenue over the reasonably estimated period for which performance obligations are
expected to be satisfied.
The application of the Revenue Recognition Standard and other relevant ASBJ regulations issubject to the transitional treatment provided for in the proviso to paragraph 84 of the Revenue
Recognition Standard. The cumulative effect of the retrospective application, assuming the new
accounting policy had been applied to periods prior to the beginning of this fiscal year, was added
to or deducted from the beginning balance of retained earnings of this fiscal year, and thus the
new accounting policy was applied from such beginning balance. However, applying the method
provided for in paragraph 86 of the Revenue Recognition Standard, the new accounting policy
was not retrospectively applied to contracts for which nearly all the revenue amounts had beenrecognized according to the previous treatment in periods prior to the beginning of this fiscal year.
“Trade receivables” under “Current assets” of the consolidated balance sheet as of the end of theprevious fiscal year has been included in “Trade receivables and contract assets” from theconsolidated balance sheet as of the end of this fiscal year. In addition, “Other current liabilities”
under “Current liabilities” of the consolidated balance sheet has been included in “Contract
liabilities” and “Other current liabilities” from the consolidated balance sheet as of the end of thisfiscal year.
As a result of this change, in comparison to the period before the application of the Revenue
Recognition Standard, etc., for this fiscal year, net sales increased by 83 million yen, cost of
sales decreased by 1,903 million yen, and selling, general and administrative expenses
increased by 2,416 million yen while operating profit, recurring profit and profit before
income taxes each decreased by 429 million yen.
Due to the reflection of the cumulative effects of changes to net assets at the beginning of thecurrent fiscal year, the beginning balance of retained earnings in the consolidated statementof changes in net assets increased by 179 million yen.
The impact of this change on per-share data is described in the relevant section.
(Application of Accounting Standard for Fair Value Measurement, etc.)
The Company has applied the “Accounting Standard for Fair Value Measurement” (ASBJ
Statement No. 30, July 4, 2019; hereinafter the “Fair Value Measurement Standard”) and otherrelevant ASBJ regulations from the beginning of this fiscal year and, in accordance with thetransitional treatment provided for in paragraph 19 of the Fair Value Measurement Standard andparagraph 44-2 of the “Accounting Standard for Financial Instruments” (ASBJ Statement No. 10,
July 4, 2019), the new accounting policy provided for in the Fair Value Measurement Standard
and other relevant ASBJ regulations is applied prospectively. There is no impact on the
consolidated financial statements.
In addition, the Company provides notes relating to the breakdown of the fair value of financial
instruments by appropriate classification, etc., in “Notes Concerning Financial Instruments.”

93III. Notes to Changes in Method of Presentation(Consolidated Balance Sheet)“Short-term borrowings” and “Accrued income taxes,” which had been included in “Other
current liabilities” under “Current liabilities” in the previous fiscal year, are stated separatelyfrom this fiscal year since they are at or above 1 percent of the total liabilities and net assets.
The amount of “Short-term borrowings” and “Accrued income taxes” for the previous fiscal year
was 385 million yen and 6,820 million yen, respectively.
(Consolidated Statements of Operations)(1) “Gain on investments in deferred compensation plan” (the balance of which at the end of thisfiscal year is 47 million yen), which had been stated separately in the previous fiscal year, is
included in “Other non-operating income” under “Non-operating income” in this fiscal year since
it is at or below 10 percent of the total non-operating income.
(2) “Loss on valuation of derivatives” and “Provision of allowance for doubtful accounts,” which
had been included in “Other non-operating expenses” under “Non-operating expenses” in theprevious fiscal year, are stated separately from this fiscal year since they are at or above 10
percent of the total non-operating expenses.
The amount of “Loss on valuation of derivatives” and “Provision of allowance for doubtful
accounts” for the previous fiscal year was 44 million yen and 31 million yen, respectively.
(3) “Gain on sales of investment securities” (the balance of which at the end of this fiscal year is
100 million yen), which had been stated separately in the previous fiscal year, is included in“Other extraordinary income” under “Extraordinary income” in this fiscal year since it is at or
below 10 percent of the total extraordinary income.
(4) “Loss on disposal of fixed assets,” which had been included in “Other extraordinary loss”
under “Extraordinary loss” in the previous fiscal year, is stated separately from this fiscal year
since it is at or above 10 percent of the total extraordinary loss. The amount of “Loss on
disposal of fixed assets” for the previous fiscal year was 626 million yen.
In addition, “Loss on temporary store closures and other related to COVID-19” (the balanceof which at the end of this fiscal year is 657 million yen), which had been stated separately inthe previous fiscal year, is included in “Other extraordinary loss” under “Extraordinary loss”
in this fiscal year since it is at or below 10 percent of the total extraordinary loss.
IV. Notes Concerning Accounting Estimates
Valuation of Work in Process Concerning Home Video Games at Major Domestic Development Bases(1) Amount recorded in the consolidated financial statements for this fiscal year:
Work in process¥47,090 million(2) Information concerning the contents of significant accounting estimates for the identified
items
The value of work in process concerning home video games in the Digital Business stated on
the consolidated balance sheet was calculated by reducing the book value based on declining
profitability and is evaluated to be the lower of the net realizable value or the book value ofwork in process.
The profitability of work in process is determined not to be declining when there is no change
in market demand trends from initial production estimates and the production is progressing
smoothly.
However, work in process that may decline in profitability is evaluated on an individual basis;in particular at the stage nearing launch when market demand trends can be better
understood, work in process is evaluated individually by taking into consideration sales
performance of similar game titles and sales potential based on future demand forecasts.

94

Estimates involving such determinations and assumptions may be affected by future demand
trends and other factors; if such change in circumstances occurs, these estimates may
possibly have a significant effect on the amount of work in process in the consolidated
financial statements in the following consolidated fiscal year and onwards.
V.

Notes to Consolidated Balance Sheet
1. Of trade receivables and contract assets, the amount of receivables arising from contracts withcustomers is as follows.
Notes receivable
Accounts receivable–trade¥3,410 million¥119,331 million

2. Assets Pledged as Collateral
Cash and time deposits¥30 million

There are no liabilities associated with this collateral.
In addition to the above, the assets deposited as a security deposit for issuance under the
Payment Services Act, etc. are as follows:“Other investments and assets” under“Investments and other assets”¥2,169 million

3. Amount of Accumulated Depreciation of Property, Plant and Equipment:¥201,662 million
4. Guarantee Obligations
The Company has guarantee obligations concerning obligations in leasing contracts ofcompanies other than consolidated companies.
Bandai Namco Will Inc.

¥26 million

Transferee of amusement facilities business in North America¥367 million¥393 million

Total
5. Land Revaluation

A revaluation of land for business-use was implemented pursuant to the “Land Revaluation Act”
(Act No. 34 of 1998; enacted on March 31 of that year) and the revalued difference wasrecorded under net assets.
Revaluation Method:
The fair value of land is determined based on official notice prices that are calculatedby the method assessed and published by the Commissioner of the National Tax
Agency. The Commissioner assesses and publishes the method to calculate land valuethat forms the foundation for calculating taxable value for land value tax prescribedin Article 16 of the Land Value Tax Act (Act No. 69 of 1991; enacted on May 2 of thatyear), as stipulated in Article 2, Item (iv) of the Order for Enforcement of the Land
Revaluation Act (Cabinet Order No. 119 of 1998; enacted on March 31 of that year).
Reasonable adjustments are made to the official notice prices.
Revaluation Date:
March 31, 2002
VI. Notes to Consolidated Statement of Changes in Net Assets
1. Type and Total Number of Shares Issued as of the End of This Fiscal Year
Common stock

222,000,000 shares

95

2. Matters Concerning Distribution of Surplus(1) Paid Dividend Amounts, etc.

Date of Resolution
June 21, 2021,
Ordinary General
Meeting of
Shareholders
November 9, 2021,
Board of Directors
MeetingType ofsharesTotalamount ofdividends(Millions ofyen)

Commonstock

20,020Common
stock

5,281

Dividend
per share(Yen)

Date of record

Effective date91

March 31,2021

June 22, 2021

24

September 30,
2021

December 7,
2021(2) Dividends with a Date of Record in This Fiscal Year But an Effective Date in the Following
Consolidated Fiscal Year
Date of
Scheduled
Resolution
June 20, 2022,
Ordinary General
Meeting of
Shareholders

Type ofsharesTotalamount ofdividends(Millions ofyen)

Source ofdividends

Dividend
per share(Yen)

Date ofrecordEffective
date

Commonstock

41,368Retainedearnings

188

March 31,2022

June 21,2022

VII. Notes Concerning Financial Instruments
1. Financial Instruments
The Group manages funds by means of highly secure financial instruments only and procures
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 price fluctuations;
their fair values are checked once a quarter.
Part of trade payables, which are operating liabilities, is denominated in foreign currencies.
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-currencydenominated operating liabilities.
Borrowings are implemented for the purpose of securing sufficient current liquidity inpreparation mainly for a prolonged impact of the spread of COVID-19. If borrowings are
implemented with a floating interest rate, interest rate swap transactions will be conducted
as necessary to hedge interest rate fluctuation risk.
Derivative transactions are executed and managed according to internal rules that determine
trading authority and limits on amounts traded; derivatives are used in ways that minimize
credit risk, and thus transactions are carried out only with highly creditworthy financial
institutions.

96

2. Fair Values of Financial Instruments
The book values of financial instruments as stated in the consolidated balance sheet, their fairvalue as of March 31, 2022, and the difference between book value and fair value are as statedbelow.
Shares, etc. that do not have a market price (book value stated in the consolidated balance
sheet is 10,287 million yen) are not included in “Short-term investments and investment
securities.”
In addition, notes regarding “cash” are omitted, and notes regarding “time deposits,” “notes
receivable,” “accounts receivable-trade,” “short-term borrowings” and “accrued income taxes”
are omitted due to the fair value approximating the book value as they are settled in a shortperiod of time.
Book value statedin the consolidated
Fair value
Difference
balance sheet(Millions of yen) (Millions of yen)
(Millions of yen)
Short-term investments andinvestment securities
1. Available-for-sale securities
92,414
92,414—
2. Stock of affiliated
10,55912,9082,349
companies
Total assets
102,974
105,323
2,349
Long-term borrowings
10,236
10,191(44)
Total liabilities
10,236
10,191(44)
Derivative transactions (*)
939
939
—
(*) 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.
3.

Matters Relating to the Breakdown of the Fair Value of Financial Instruments by Appropriate
Classification, Etc.
The fair value of financial instruments is classified into the following three levels according
to the observability and materiality of inputs used to measure fair value.
Level 1 fair value: Fair value measured using observable inputs such as quoted prices in
active markets for the assets or liabilities that are the subject of themeasurement.
Level 2 fair value: Fair value measured using observable inputs other than Level 1 inputs.
Level 3 fair value: Fair value measured using unobservable inputs.
If multiple inputs are used that have a significant impact to the fair value measurement, suchfair value is categorized in its entirety at the level with the lowest priority in fair value
measurement among levels which each input belongs to.
(1) Financial Assets and Liabilities for Which Fair Value Is Used as Book Value Stated in theConsolidated Balance Sheet
Fair value (Millions of yen)
Level 2
Level 3

Level 1
Short-term investments andinvestment securities
Available-for-sale securities
StocksDerivative transactions
Currency related

Total

92,414——

92,414

—

939

—

939

97

(2) Financial Assets and Liabilities for Which Fair Value Is Not Used as Book Value Stated in theConsolidated Balance Sheet
Fair value (Millions of yen)
Level 2
Level 3

Level 1

Total
Short-term investments andinvestment securities
Stock of affiliated companies
Stocks12,908——12,908Long-term borrowings—
10,191—
10,191(Note) Description of the valuation techniques and inputs used to measure fair value:
Short-term investments and investment securities
Listed shares are valued using quoted prices. As listed shares are traded in active markets,their fair value is classified as Level 1.
Derivative transactions
The fair value of forward exchange contracts is measured using observable inputs, such as
prices quoted by financial institutions with which we do business and exchange rates, andis classified as Level 2.
Long-term borrowings
The fair value of long-term borrowings is measured using the discounted cash flow method
based on the sum of principal and interest, remaining maturities and an interest rate
reflecting credit risk and is classified as Level 2.

VIII. Notes Concerning Real Estate for Lease, etc.
1. Real Estate for Lease, etc.
The Company and some of its consolidated subsidiaries own real estate for lease, etc.
(including land) in Tokyo and other regions.
2. Fair Value of Real Estate for Lease, etc.
Book value stated in the consolidated
Fair valuebalance sheet (Millions of yen)
(Millions of yen)
33,981
32,693(Notes) 1. The book value stated in the consolidated balance sheet is calculated by deducting
accumulated depreciation from acquisition cost.
2. The fair value as of the end of this fiscal year is the amount calculated based mainly on“real property appraisal reports” prepared by external real property appraisers. However,if there is no significant fluctuation for a certain valuation or an index that is considered
to appropriately reflect the fair value since the most recent evaluation, the fair value isbased on the most recent evaluation.

98

IX. Notes Concerning Revenue Recognition
1. Disaggregation of Revenue from Contracts with Customers(Millions of yen)
Business segment
Toys and
Hobby

DigitalJapan
Americas
EuropeAsia
Revenue fromcontracts withcustomers
Revenue fromother sources
Net sales toexternalcustomers

Visual andMusic

Creation

Amusement

Total

Other

224,452
73,91356,881
18,262

260,10924,51816,301
60,95543,853———22,644——278

68,466
772
9,360
2,566

5,933
—
—
—

625,459
99,20382,54482,062

373,509361,884

43,85322,922

81,165

5,933

889,270

—

—

—

—

—

—

—

373,509361,884

43,85322,922

81,165

5,933

889,270(Note) Net sales to external customers are based on the location of the Company or its consolidated
subsidiaries and are recorded by country or region.
2.

Useful Information in Understanding Revenue from Contracts with Customers
Useful information in understanding revenue from contracts with customers is as stated in “I.
Notes to Important Information Constituting the Basis for Preparation of Consolidated
Financial Statements, 4. Accounting Policies, (4) Accounting Standards for Significant Income
and Expense.”3.

Useful Information in Understanding Amounts of Revenue in This Fiscal Year and Onwards(1) Balance of Contract Assets and Contract Liabilities, etc.
(Millions of yen)This fiscal year
Receivables from contracts with customers (beginningbalance)
Receivables from contracts with customers (ending balance)
Contract assets (beginning balance)
Contract assets (ending balance)
Contract liabilities (beginning balance)
Contract liabilities (ending balance)

91,765
122,74257—
15,741
22,912Contract liabilities are mainly related to advances received from customers before the transferof goods and products in the Toys and Hobby Business and advances received as consideration
paid by customers within content of the Digital Business, which are recognized as revenue
when the Group’s performance obligation is satisfied by the acquisition and use of such paidfor items by the customer. Contract liabilities are reversed upon recognition of revenue.
The amount of revenue that was recognized in the current fiscal year that was included in thecontract liability balance at the beginning of the period is 14,703 million yen.
(2) Transaction Price Allocated to the Remaining Performance Obligations
As there were no material contracts with original expected terms of over one year, descriptions
in regard thereto are omitted for the sake of practical expediency.
X.

Notes Concerning Per-Share Data
1. Net assets per share¥2,654.81

99

2. Basic earnings per share¥422.09(Note) As stated in “II. Notes to Changes in Accounting Policy,” the Company has applied the “AccountingStandard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) and other relevant
ASBJ regulations and complies with the transitional treatment provided for in the proviso toparagraph 84 of the Accounting Standard for Revenue Recognition. As a result, net assets per
share and basic earnings per share for the current fiscal year have decreased by 0.54 yen and1.36 yen, respectively.
XI. Notes Concerning Significant Subsequent Events(Reorganization of subsidiaries)
In order to further strengthen the IP axis strategy that is a core strategy of the Group, the Company
decided at its Board of Directors meeting held on October 19, 2021 to reorganize the companies
belonging to the Visual and Music Business and Creation Business of the IP Production Unit bycombining three companies in the visual business into one company and combining threecompanies in the music and live event businesses into one company. The Company implemented
the reorganization on April 1, 2022.
1. Purpose
The IP Production Unit, whose most important mission is to create IP, produces and develops
worldviews for IP through coordination among the visual, music and live event businesses.
Furthermore, the Company aims to maximize the value of IP by coordinating with each Unit in
the Group. By combining the companies in the visual, music and live event businesses of the IP
Production Unit, the companies will be able to share the different expertise, strengths, external
partner networks, etc. of each company engaged in creating and developing IP, and effectively
utilize the Company’s IP and music. In addition, through personnel exchanges, etc., theCompany will strengthen the development of human resources involved in IP creation andproduction. With these initiatives, the Company aims to further strengthen the IP creation andproduction capabilities, which are at the core of the IP axis strategy.
2. Reorganization in the visual businessTransactions conducted by commonly controlled entities(1) Overview of transaction(i)

Overview of absorption-type company split with SUNRISE INC. as the successor company
a. Name and description of business involved in absorption-type company split
Name of business:
Description of business:

Visual business of Bandai Namco Arts Inc.
Planning, production, management, etc. of visualcontentb. Date of business combination
April 1, 2022
c. Legal form of business combination
Absorption-type company split with Bandai Namco Arts Inc. as the splitting company
and SUNRISE INC. as the successor company
d. Company name after combination
Bandai Namco Filmworks Inc.

100

(ii) Overview of absorption-type merger with SUNRISE INC. as the surviving company
a. Name and description of business of the company involved in combination
Merging company (surviving company)
Name:
SUNRISE INC.
Description of business:
Planning and production of animation; management
and administration of copyrights
Merged company (disappearing company)
Name:
Bandai Namco Rights Marketing Inc.
Description of business:
Development, operation, and sales of online video
distribution platform services; development, operation,and sales of various community services and related
tools
b. Date of business combination
April 1, 2022
c. Legal form of business combination
Absorption-type merger with SUNRISE INC. as the surviving company and Bandai
Namco Rights Marketing Inc. as the disappearing company
d. Company name after combination
Bandai Namco Filmworks Inc.
(2) Overview of accounting process
The accounting process has been carried out as transactions conducted by commonly
controlled entities, in accordance with the “Accounting Standard for Business Combinations”
and the “Guidance on the Accounting Standard for Business Combinations and the AccountingStandard for Business Divestitures.”
3. Reorganization in the music and live event businesses
Transactions conducted by commonly controlled entities(1) Overview of transaction(i)Name and description of business of the company involved in combination
Merging company (surviving company)
Name:
Bandai Namco Arts Inc.
Description of business:
Planning, production, and management of visual andmusic content, artist discovery and development,
production of live events, etc.
Merged company (disappearing company)
Name:
Bandai Namco Live Creative Inc.
Description of business:
Planning and production of live performances andevents; ticket sales; planning, production, and sales ofgoods; management of live viewings, etc.
Merged company (disappearing company)
Name:
SUNRISE Music INC.
Description of business:
Production of music related to animations andplanning and use of music and masters, centered on
SUNRISE INC. and Bandai Namco Pictures Inc.

(ii) Date of business combination
April 1, 2022

101

(iii) Legal form of business combination
Absorption-type merger with Bandai Namco Arts Inc. as the surviving company andBandai Namco Live Creative Inc. and SUNRISE Music INC. as the disappearing companies(iv) Company name after combination
Bandai Namco Music Live Inc.
(2) Overview of accounting process
The accounting process has been carried out as transactions conducted by commonly
controlled entities, in accordance with the “Accounting Standard for Business Combinations”
and the “Guidance on the Accounting Standard for Business Combinations and the AccountingStandard for Business Divestitures.”
XII. Other Notes(Additional information)(Reorganization of subsidiaries)
Business transfer between European subsidiaries and change in trade name of subsidiary
At the Board of Directors meeting held on February 8, 2022, the Company passed a
resolution to reorganize its subsidiaries.
1. Purpose
All businesses of Bandai Namco Amusement Europe Ltd., which engages in sales of amusement
machines, etc., will be transferred to NAMCO UK LTD., which engages in operation ofamusement facilities, etc. The two companies are being combined with the aim ofstrengthening the amusement business in the UK and elsewhere in Europe by integrating thevalue chain in a manner that involves bringing together both companies’ know-how relating toamusement machine sales and amusement facility operations.
Bandai Namco Amusement Europe Ltd. is to be liquidated in December 2023, subsequent tohaving completed transfer of its entire business.
2. Transactions conducted by commonly controlled entities(1) Overview of transaction(i) Name and description of business involved in reorganization
Sales, maintenance, etc. of amusement machines in Europe, etc.
(ii) Date of business combination
October 1, 2022 (planned)(iii) Legal form of business combination
Business transfer with Bandai Namco Amusement Europe Ltd. as the transferor
and NAMCO UK LTD. as the transferee(iv) Company name after combination
Bandai Namco Amusement Europe Ltd.
(2) Overview of accounting process
The accounting process will be carried out as transactions conducted by commonly
controlled entities, in accordance with the “Accounting Standard for Business
Combinations” and the “Guidance on the Accounting Standard for Business
Combinations and the Accounting Standard for Business Divestitures.”102Non-Consolidated Balance Sheet(As of March 31, 2022)
ASSETS
Current assets
Cash and time deposits
Trade receivables
Short-term loans receivable from subsidiaries
and associates
Current portion of long-term loans receivablefrom subsidiaries and associates
Accounts receivable-other
Other current assets
Allowance for doubtful receivables
Total current assets
Fixed assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
Tools, furniture and fixtures
Land
Construction in progress
Total property, plant and equipment
Intangible assets
Software
Other intangible assets
Total intangible assets
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Long-term loans receivable from subsidiaries
and associates
Other investments and assets
Total investments and other assets
Total fixed assets
TOTAL ASSETS

103(Millions of yen)Amount105,574
94
1,850
1,000
27,522
1,482(132)
137,391

962
475
6
569
32,914
10
34,939
1,028
104
1,132
93,036
252,1427,000
8,452
360,631396,704
534,095

LIABILITIESCurrent liabilities
Short-term borrowings from subsidiaries andassociates
Current portion of long-term borrowings
Accounts payable-otherAccrued income taxes
Provision for directors’ bonuses
Provision for stock-based compensation
Other provision
Other current liabilities
Total current liabilities
Long-term liabilities
Long-term borrowings
Deferred tax liabilities
Accrued retirement and severance benefits
Guarantee deposits of subsidiaries and associates
Other long-term liabilities
Total long-term liabilities
TOTAL LIABILITIESNET ASSETSStockholders’ equity
Common stock
Capital surplus
Capital reserve
Other capital surplus
Total capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
General reserve
Retained earnings carried forward
Total retained earnings
Treasury stock
Total stockholders’ equity
Valuation difference and foreign currency translation
adjustments
Valuation difference on available-for-salesecurities, net of tax
Total valuation difference and foreign currencytranslation adjustments
TOTAL NET ASSETSTOTAL LIABILITIES AND NET ASSETS

104(Millions of yen)Amount104,078
10,0005,582
15,653
302
165
1
1,126
136,910
10,00016,613
13
2,434
1,501
30,562
167,473

10,0002,500
172,710
175,210
1,645
137,697
10,000127,697
139,342(2,091)
322,46244,15944,159366,622534,095

Non-Consolidated Statements of Operations(From April 1, 2021 to March 31, 2022)(Millions of yen)AmountOperating revenue
Dividends from subsidiaries andassociates
Business management income fromsubsidiaries and associates
Other operating revenue
Operating expenses
General and administrative expenses
Operating profit
Non-operating income
Dividend income
Rent income
Other non-operating income
Non-operating expenses
Interest expense
Expenses related to rental assets
Loss on investments in capital ofsubsidiaries and associates
Other non-operating expenses
Recurring profit
Extraordinary income
Gain on sales of fixed assets
Gain on sales of investment securities
Extraordinary loss
Loss on disposal of fixed assets
Loss on liquidation of subsidiaries andassociates
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit37,5638,064
045,627
8,671
36,956

591
3,194
514

4,300

94
3,007
440
4
0
6

3,546
37,709
7

455
173

628
37,088

806
(744)

105

61
37,026

Non-Consolidated Statement of Changes in Net Assets (From April 1, 2021 to March 31, 2022)(Millions of yen)
Stockholders’ equity
Capital surplus
Commonstock

Retained earnings
Other retained earnings

Capitalreserve

Other
capitalsurplus

Total capitalsurplusLegalretainedearnings

2,500

172,41
2

174,91
2

1,645

Total
retainedearnings

Total
Treasurystockholders’stockequityGeneralreserve

Retainedearnings
carriedforward

10,000115,97
1

127,61
7

Cash dividends(25,301)(25,301)(25,301)

Profit37,02637,02637,026

Balance at beginning ofyear

10,000(2,130)310,399

Changes during the period

Purchase of treasury
stock
Disposal of treasurystock
Net changes of items
other than stockholders’equityTotal changes during theperiodBalance at end of year

298

298

(8)

47

345

–

–

298

298

–

–

11,725

11,72538

12,062

10,0002,500

172,71
0

175,210

1,645

10,000127,697

139,342(2,091)

322,462

Valuation difference and foreign currencytranslation adjustments
Valuation difference on
available-for-salesecurities, net of tax
Balance at beginning of
year

(8)

Total valuation difference
and foreign currencytranslation adjustments

50,29450,294

Total net assets

360,694

Changes during the period
Cash dividends(25,301)

Profit37,026

Purchase of treasury
stock

(8)

Disposal of treasurystock
Net changes of items
other than stockholders’equityTotal changes during theperiod(6,134)(6,134)(6,134)(6,134)(6,134)

5,927

Balance at end of year

44,15944,159366,622345

106

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

Valuation Basis and Methods for Assets:
Valuation basis and methods for securities:(1) Shares of Subsidiaries and Affiliated Companies:
Stated using the cost method based on the moving average method.
(2) Available-for-sale Securities:
Securities other than shares, etc. that do not have a fair value:
Stated using the fair value method. (Valuation differences are reflected directly in net
assets and cost of sales is calculated using the moving average method.)
Shares, etc. that do not have a fair value:
Stated using the cost method based on the moving average method.
With respect, however, to contributions to limited partnerships for investment andsimilar partnerships (deemed to be securities under Article 2, Paragraph 2 of the
Financial Instruments and Exchange Act), these are stated by the net amountcorresponding to the Company’s equity share, based on the most recent available
financial reports according to the date for settlement of accounts provided for in thepartnership agreement.

2.

Depreciation Methods for Fixed Assets:(1) Property, Plant and Equipment:
Stated using the declining-balance method.
The general useful life of property, plant and equipment is as follows:
Buildings
3 to 18 years
Structures
3 to 10 years
Machinery and equipment
8 years
Tools, furniture and fixtures
2 to 15 years(2) Intangible Assets:
Stated using the straight-line method.
The general useful life of software is as follows:
Software (used internally)
5 years

3.

Basis of Recognition for Provision:(1) Allowance for Doubtful Receivables:
The allowance for doubtful receivables is provided for possible losses on unrecoverable
loans receivable, etc. For particular receivables such as receivables from debtors at risk ofbankruptcy, etc., the amount of the allowance is based on individually estimatedunrecoverable amounts.
(2) Provision for Directors’ Bonuses:
The Company provides for directors’ bonuses based on estimated bonus payments in thisfiscal year.
(3) Provision for Stock-based Compensation:
The Company provides for expenses arising in stock remuneration to Officers based on theamount estimated to arise in this fiscal year.
(4) Accrued Retirement and Severance Benefits:
The Company provides for retirement and severance benefits for employees based on
estimated retirement benefit obligations and pension plan assets as of the end of this fiscal
year.

107

In calculating accrued retirement and severance benefits and periodic pension cost, theCompany uses a simplified method under which retirement benefit obligations are
principally based on accrued benefits at the end of the year.
4.

Accounting Standards for Significant Income and Expense:
The Company’s revenues consist of consulting fee income and dividend income received fromsubsidiaries.
For consulting fee income, the Company’s performance obligation is to provide contracted
services to each subsidiary in accordance with the terms of the relevant contracts; income
and expenses are recognized at the time when the services are provided because theCompany’s performance obligation is satisfied at that time.
For dividend income, revenue is recognized on the effective date of such dividends.

5.

Other Important Information Constituting the Basis of Preparation of Non-Consolidated Financial
Statements:(1) Application of Consolidated Taxation System
The Company has applied the consolidated taxation system.
(2) Application of Tax Effect Accounting for the Transition from the Consolidated Taxation
System to the Group Tax Sharing System
The Company will transition from the consolidated taxation system to the group tax
sharing system from the next fiscal year. However, for the transition to the group tax
sharing system established by the “Act for Partial Amendment of the Income Tax Act, etc.”(Act No. 8 of 2020) and the items for which the non-consolidated taxation system wasreviewed in accordance with the transition to the group tax sharing system, the Company
does not apply the provision of Paragraph 44 of the “Implementation Guidance on Tax
Effect Accounting” (ASBJ Guidance No. 28, February 16, 2018), and the amounts ofdeferred tax assets and deferred tax liabilities are based on the provisions of the tax laws
before the revision, pursuant to Paragraph 3 of the “Practical Solution on the Treatment of
Tax Effect Accounting for the Transition from the Consolidated Taxation System to theGroup Tax Sharing System” (ASBJ PITF No. 39, March 31, 2020).
Effective from the beginning of the next fiscal year, the Company will adopt the “Practical
Solution on the Accounting and Disclosure Under the Group Tax Sharing System” (ASBJ
PITF No. 42, August 12, 2021), which prescribes the accounting and disclosure treatmentof corporate and local corporation tax as well as tax effect accounting in the case where thegroup tax sharing system is applied.

II. Notes to Changes in Accounting Policy(Application of Accounting Standard for Revenue Recognition, etc.)
The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement
No. 29, March 31, 2020) and other relevant ASBJ regulations from the beginning of this fiscal year,
and it has decided to recognize revenue at the time the control of promised goods or services istransferred to the customer at the amount expected to be received upon exchange of those goods
or services. There is no impact on the non-consolidated financial statements.
(Application of Accounting Standard for Fair Value Measurement, etc.)
The Company has applied the “Accounting Standard for Fair Value Measurement” (ASBJ
Statement No. 30, July 4, 2019; hereinafter the “Fair Value Measurement Standard”) and otherrelevant ASBJ regulations from the beginning of this fiscal year and, in accordance with thetransitional treatment provided for in paragraph 19 of the Fair Value Measurement Standard andparagraph 44-2 of the “Accounting Standard for Financial Instruments” (ASBJ Statement No. 10,
July 4, 2019), the new accounting policy provided for in the Fair Value Measurement Standard
and other relevant ASBJ regulations is applied prospectively. There is no impact on the non-108

consolidated financial statements.
III. Notes to Changes in Method of Presentation(Non-Consolidated Statements of Operations)“Loss on investments in capital of subsidiaries and associates” which had been included in“Other non-operating expenses” under “Non-operating expenses” up to the previous fiscal
year, is stated separately due to the increased materiality from this fiscal year. The amount of“Loss on investments in capital of subsidiaries and associates” for the previous fiscal year was
230 million yen.
IV. Notes to Non-Consolidated Balance Sheet
1.

Amount of Accumulated Depreciation of Property, Plant and Equipment: ¥5,945 million

2.

Guarantee Obligations
The Company has made guarantees in respect of obligations in connection with leasing
contracts of an affiliated company.
Bandai Namco Will Inc.

3.

¥26 million

Monetary Claims and Obligations with respect to Affiliated Companies (excluding Amounts Givenin Specific Categories)
Short-term monetary claims on affiliated companies:
Short-term monetary obligations to affiliated companies:
Long-term monetary obligations to affiliated companies:¥27,576 million¥4,354 million¥1,009 million

V. Notes to Non-Consolidated Statements of Operations
Transactions with affiliated companies (excluding amounts given in specific categories)
Operating Transactions:
Commission fee¥2,474 million
Facility contribution¥(971) million
Non-operating Transactions:Non-operating income¥3,148 million
Non-operating expenses¥27 million
VI. 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
1,955,976 sharesVII. Notes Concerning Tax Effect Accounting
The main factors in the occurrence of deferred tax assets are, among others, denial of loss on
valuation of shares of subsidiaries and associates and loss on valuation of investment securities,
and they were recorded net of valuation allowance. The main factor in the occurrence ofdeferred tax liabilities is valuation difference on available-for-sale securities, net of tax.

109

VIII.

Notes Concerning Transactions with Related Parties

1.

Subsidiaries and Affiliated Companies, etc.

Type

Relationshi
p withrelatedpartiesCompany

Ratio ofvoting rights
ownership(Millions of yen)Content

Borrowings(Note 1)

Bandai Namco Holding
Subsidiary Entertainment directlyInc.
100.0%

Subsidiary

BANDAI CO.,LTD.

Holding
directly
100.0%

Payment ofinterest
Collection
Interlocking associated withdirectorate consolidated tax
payment

Bandai
Holding
Subsidiary NamcoStudios indirectlyInc.
100.0%BANDAI
Subsidiary SPIRITS CO.,LTD.

Subsidiary

Subsidiary

SOTSU CO.,LTD.

Evolving
GUNDAM Inc.

Holding
directly
100.0%

Holding
directly
100.0%

Holdingindirectly
93.8%

Balance asof March
31, 2022

16,138

Short-termborrowings fromsubsidiaries andassociates

25,445

5––

Accounts
receivable-otherReceipt ofclaims (Note 2)

5,525

–

Payment ofcommissions(Note 3)

2,439

Accounts payableother

2,684

16,191

Short-termborrowings fromsubsidiaries andassociates

22,491

Borrowings
Interlocking (Note 1)
directorate
Payment ofinterest

Receipt ofInterlocking
interest
directorate–

Account items

9,370

Collection offunds (Note 4)

Bandai Namco Holding
Subsidiary Amusement
directlyInc.
100.0%

Amount

5

1,000

39

Borrowings(Note 1)

5,331

Payment ofinterest

1

Borrowings(Note 1)

7,961

Payment ofinterest

2

Borrowings(Note 1)

22,605

Payment ofinterest
Collection
associated withconsolidated tax
payment
Borrowings(Note 4)
Interlocking Repayment of
directorate funds (Note 4)
Payment ofinterest–

Receipt ofInterlocking facility
directorate contribution(Note 5)

110

7
5,037

–
Current portion of
long-term loans
receivable fromsubsidiaries andassociates
Long-term loans
receivable fromsubsidiaries andassociates
Short-termborrowings fromsubsidiaries andassociates–
Short-termborrowings fromsubsidiaries andassociates–
Short-termborrowings fromsubsidiaries andassociates–
Accounts
receivable-other

11,565

–

–

1,000

7,000

7,781
–
8,788
–
35,339
–
6,444

1,000
16,000––

Other current
liabilities

153

4

971

Type

Company

Ratio ofvoting rights
ownership

Bandai Namco Holding
Subsidiary Business Arc
directlyInc.
100.0%

Relationshi
p withrelatedpartiesContent

Payment ofInterlocking administrative
directorate services fees
(Note 6)

AmountAccount items

818

Accounts payableother

Balance asof March
31, 202275

Conditions of transactions and policies for determining the conditions of transactions(Notes) 1. The borrowings are transactions made by the cash management system (CMS); theamount stated is the average balance during this fiscal year. To clearly disclose the actual
conditions of CMS transactions, the transaction net amount is shown. The interest rate onthese borrowings is, based on intra-Group regulations, determined reasonably, taking into
account market interest rates.
2. Bandai Namco Entertainment Inc.’s accounts receivable-trade from Bandai Namco
Entertainment America Inc. are assigned at book value.
3. The commissions paid to Bandai Namco Entertainment Inc. are decided throughcooperative discussion with that company, giving consideration to the total cost
pertaining to the performed services and the like.
4. Interest rates on these loans and borrowings of money are determined reasonably, giving
consideration to market interest rates, conditions of transactions and the like.
5. The facility contribution to be borne by Evolving GUNDAM Inc. and the Company isdecided through cooperative discussion with Evolving GUNDAM Inc. and the Company,
giving consideration to the total cost pertaining to the relevant services and the like.
6. The administrative services fees paid to Bandai Namco Business Arc Inc. are decided
through cooperative discussion with that company, giving consideration to the total cost
pertaining to the relevant services and the like.

111

2.

Officers and Major Individual Shareholders, etc.

Type

Name

Ratio ofvotingrightsownership

Relationshipwith relatedparties

Officer

MasaruKawaguchi

Ownership
directly
0.0%

President andRepresentativ
e Director of
the Company

Officer

Yuji Asako

Ownership
directly
0.0%

Director of theCompany

Officer

Mitsuaki Taguchi

Ownership
directly
0.0%

Director of theCompany

Officer

Shuji Ohtsu

Ownership
directly
0.0%

Director of theCompany

Officer

Yasuo Miyakawa

Ownership
directly
0.0%

Director of theCompany

Officer

Makoto Asanuma

Ownership
directly
0.0%

Director of theCompany

Officer

Hitoshi Hagiwara

Ownership
directly
0.0%

Director of theCompany(Note 2)112

Content
Disposal oftreasury stock
accompanying
contribution inkind of themonetary
compensation
claims (Note 1)
Disposal oftreasury stock
accompanying
contribution inkind of themonetary
compensation
claims (Note 1)
Disposal oftreasury stock
accompanying
contribution inkind of themonetary
compensation
claims (Note 1)
Disposal oftreasury stock
accompanying
contribution inkind of themonetary
compensation
claims (Note 1)
Disposal oftreasury stock
accompanying
contribution inkind of themonetary
compensation
claims (Note 1)
Disposal oftreasury stock
accompanying
contribution inkind of themonetary
compensation
claims (Note 1)
Disposal oftreasury stock
accompanying
contribution inkind of themonetary
compensation
claims (Note 1)

Amount(Millions of yen)
Balance
Account
as of
items
March 31,
2022

21

–

–

13

–

–

25

–

–

13

–

–

23

–

–

13

–

–

13

–

–

Type

Name

Officer

Kazumi
Kawashiro

Ratio ofvotingrightsownership

Ownership
directly
0.0%

Relationshipwith relatedparties

Director of theCompany(Note 2)

Content
Disposal oftreasury stock
accompanying
contribution inkind of themonetary
compensation
claims (Note 1)

AmountAccount
items

Balance
as ofMarch 31,
2022

17

–

–

(Notes) 1. These items are due to contribution in kind of monetary compensation claims
accompanying the performance-based stock compensation plan. The disposal price oftreasury stock is determined based on the closing price of common stock of the Company
on the First Section of the Tokyo Stock Exchange on June 18, 2021 (the business day
immediately preceding the date of the resolution at the Board of Directors Meeting).
2. Mr. Hitoshi Hagiwara and Mr. Kazumi Kawashiro retired from office as Directors of theCompany on June 21, 2021, and the above-stated transactions are those during theirterms of office.
IX. Notes Concerning Per-Share Data
1.

Net assets per share:¥1,666.13

2.

Basic earnings per share:¥168.28

X. Notes Concerning Revenue Recognition
Useful Information in Understanding Revenue
Useful information in understanding revenue is as stated in “I. Notes Concerning Significant
Accounting Policies, 4. Accounting Standards for Significant Income and Expense.”
XI. Notes Concerning Significant Subsequent Events(Reorganization of Subsidiaries)
This information is omitted because it is stated in “XI. Notes Concerning Significant
Subsequent Events” in the notes to the consolidated financial statements.

113Independent Auditor’s Report
May 18, 2022
The Board of Directors
Bandai Namco Holdings Inc.
Tokyo Office, KPMG AZSA LLC
Naoki Matsumoto
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Mayuka Katsuki
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yasuko Kawamata
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

Audit Opinion
Pursuant to Article 444, paragraph (4) of the Companies Act, we have audited theconsolidated financial statements of Bandai Namco Holdings Inc., which comprise theconsolidated balance sheet, the consolidated statements of operations, the consolidated
statement of changes in net assets and the notes to the consolidated financial statements
applicable to the fiscal year from April 1, 2021 through March 31, 2022.
In our opinion, the consolidated financial statements referred to above present fairly, in allmaterial respects, the financial position and results of operations of the Group, which
consisted of Bandai Namco Holdings Inc. and its consolidated subsidiaries, applicable to thefiscal year ended March 31, 2022 in accordance with accounting principles generally
accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan.
Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Consolidated Financial Statements section of our report.
We are independent of the Company and its consolidated subsidiaries in accordance with the
ethical requirements that are relevant to our audit of the consolidated financial statements
in Japan, and we have fulfilled our other ethical responsibilities in accordance with theserequirements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
Other Information
Other information is comprised of the business reports and the supplementary schedules
thereto. Management is responsible for the preparation and disclosure of such otherinformation. Audit & Supervisory Board Members and the Audit & Supervisory Board are
responsible for overseeing the Directors’ performance of duties within the maintenance andoperation of the reporting process of other information.
114

Our audit opinion on the consolidated financial statements does not cover other information,
and we do not provide any opinion with respect thereto.
In connection with our audit of the consolidated financial statements, our responsibility is toread through other information and, in doing so, to consider whether such other information
is materially inconsistent with the consolidated financial statements or any information we
have obtained in the course of auditing, and to pay attention to whether there are any
indications of material misstatements in such other information other than the materialinconsistencies mentioned above.
If we conclude that there is a material misstatement with respect to such other information
based on the auditing we performed, we are required to report to that effect.
We have nothing to report in regard to other information.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit &Supervisory Board 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;
this includes the maintenance and operation of internal control deemed necessary bymanagement for the preparation and fair presentation of the consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing
whether it is appropriate to prepare the consolidated financial statements with theassumption of a going concern, and in accordance with accounting principles generally
accepted in Japan, for disclosing, as necessary, matters related to going concern.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible foroverseeing the Directors’ performance of duties within the maintenance and operation of thefinancial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that expresses our opinion on the consolidated
financial statements based on our audit from an independent point of view. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the decisions of users of these consolidated
financial statements.
In accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit process to perform thefollowing:• Identify and assess the risks of material misstatement, whether due to fraud or error, anddesign and perform audit procedures responsive to those risks. Selecting audit procedures
to be applied is at the discretion of the auditor. Obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.
• When auditing the consolidated financial statements, obtain an understanding of internal
control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances in making risk assessments, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control.
• Evaluate the appropriateness of accounting policies used by management and their
method of application, as well as the reasonableness of accounting estimates made bymanagement and the appropriateness of related notes thereto.
115• Conclude on the appropriateness of preparing the consolidated financial statements withthe assumption of a going concern by management, and based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’sreport to the notes to the consolidated financial statements or, if the notes to theconsolidated financial statements on material uncertainty are inadequate, to express aqualified opinion with exceptions on the consolidated financial statements. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going
concern.
• Evaluate whether the presentation of the consolidated financial statements and notes tothe consolidated financial statements are in accordance with accounting standards
generally accepted in Japan, as well as evaluate the presentation, structure, and content of
the consolidated financial statements, including the related notes thereto, and whether
the consolidated financial statements fairly present the underlying transactions andaccounting events.
• Obtain sufficient and appropriate audit evidence regarding the financial information of
the Company and its consolidated subsidiaries to express an opinion on the consolidated
financial statements. We are responsible for the direction, supervision and performanceof the audit of the consolidated financial statements. We remain solely responsible for our
audit opinion.
We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board
regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify
during our audit process, and other matters required by auditing standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board
with a statement that we have complied with relevant ethical requirements in Japan
regarding independence, and communicate with them all relationships and other mattersthat may reasonably be deemed to bear on our independence, and where applicable, related
safeguards in order to eliminate or reduce obstruction factors.
Conflicts of Interest
We or engagement partners have no interests in the Company and its consolidated
subsidiaries, which should be stated in compliance with the Certified Public Accountants Act.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent
Auditor’s Report as required by the Companies Act.

116

Independent Auditor’s Report
May 18, 2022
The Board of Directors
Bandai Namco Holdings Inc.
Tokyo Office, KPMG AZSA LLC
Naoki Matsumoto
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Mayuka Katsuki
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yasuko Kawamata
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

Audit Opinion
Pursuant to Article 436, paragraph (2), item (i) of the Companies Act, we have audited thefinancial statements of Bandai Namco Holdings Inc., which comprise the non-consolidatedbalance sheet, the non-consolidated statements of operations, the non-consolidated
statement of changes in net assets, the notes to the non-consolidated financial statements
and the supplementary schedules (the “Financial Statements and Others”) applicable to the17th fiscal year from April 1, 2021 through March 31, 2022.
In our opinion, the Financial Statements and Others referred to above present fairly, in allmaterial respects, the financial position and results of operations of the Company applicableto the fiscal year ended March 31, 2022 in accordance with accounting principles generally
accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan.
Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements and Others section of our report.
We are independent of the Company in accordance with the ethical requirements that are
relevant to our audit of the Financial Statements and Others in Japan, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Other Information
Other information is comprised of the business reports and the supplementary schedules
thereto. Management is responsible for the preparation and disclosure of such otherinformation. Audit & Supervisory Board Members and the Audit & Supervisory Board are
responsible for overseeing the Directors’ performance of duties within the maintenance andoperation of the reporting process of other information.
117

Our audit opinion on the Financial Statements and Others does not cover other information,
and we do not provide any opinion with respect thereto.
In connection with our audit of the Financial Statements and Others, our responsibility is toread through other information and, in doing so, to consider whether such other information
is materially inconsistent with the Financial Statements and Others or any information we
have obtained in the course of auditing, and to pay attention to whether there are any
indications of material misstatements in such other information other than the materialinconsistencies mentioned above.
If we conclude that there is a material misstatement with respect to such other information
based on the auditing we performed, we are required to report to that effect.
We have nothing to report in regard to other information.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit &Supervisory Board for the Financial Statements and Others
Management is responsible for the preparation and fair presentation of the Financial
Statements and Others in accordance with accounting principles generally accepted in Japan;
this includes the maintenance and operation of internal control deemed necessary bymanagement for the preparation and fair presentation of the Financial Statements andOthers that are free from material misstatement, whether due to fraud or error.
In preparing the Financial Statements and Others, management is responsible for assessing
whether it is appropriate to prepare the Financial Statements and Others with theassumption of a going concern, and in accordance with accounting principles generally
accepted in Japan, for disclosing, as necessary, matters related to going concern.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible foroverseeing the Directors’ performance of duties within the maintenance and operation of thefinancial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements and Others
Our responsibilities are to obtain reasonable assurance about whether the Financial
Statements and Others as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that expresses our opinion on the Financial
Statements and Others based on our audit from an independent point of view. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the decisions of users of these Financial
Statements and Others.
In accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit process to perform thefollowing:• Identify and assess the risks of material misstatement, whether due to fraud or error, anddesign and perform audit procedures responsive to those risks. Selecting audit procedures
to be applied is at the discretion of the auditor. Obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.
• When auditing the Financial Statements and Others, obtain an understanding of internal
control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances in making risk assessments, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control.
• Evaluate the appropriateness of accounting policies used by management and their
method of application, as well as the reasonableness of accounting estimates made bymanagement and the appropriateness of related notes thereto.
• Conclude on the appropriateness of preparing the Financial Statements and Others withthe assumption of a going concern by management, and based on the audit evidence118

obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’sreport to the notes to the Financial Statements and Others or, if the notes to the Financial
Statements and Others on material uncertainty are inadequate, to express a qualified
opinion with exceptions on the Financial Statements and Others. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate whether the presentation of the Financial Statements and Others and notes to
the Financial Statements and Others are in accordance with accounting standards
generally accepted in Japan, as well as evaluate the presentation, structure, and content of
the Financial Statements and Others, including the related notes thereto, and whether the
Financial Statements and Others fairly present the underlying transactions andaccounting events.
We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board
regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify
during our audit process, and other matters required by auditing standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board
with a statement that we have complied with relevant ethical requirements in Japan
regarding independence, and communicate with them all relationships and other mattersthat may reasonably be deemed to bear on our independence, and where applicable, related
safeguards in order to eliminate or reduce obstruction factors.
Conflicts of Interest
We or engagement partners have no interests in the Company, which should be stated incompliance with the Certified Public Accountants Act.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent
Auditor’s Report as required by the Companies Act.

119

Audit & Supervisory Board’s Report
Audit Report
We, the Audit & Supervisory Board, prepared this audit report on the execution of duties byDirectors during the 17th fiscal year from April 1, 2021 to March 31, 2022, following deliberations
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(1) We devised the 17th 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 from each Audit & Supervisory Board Member, as well as reportson the execution of their duties from Directors, etc. and the Accounting Auditor, andrequested explanations as necessary.
(2) 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, and the above-mentioned auditing plan,
to collect information and improve the auditing environment and conducted the audits
in the following methods.
(i) We attended the meetings of 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. Regarding the Company’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 as necessary from them.
(ii) We also periodically received reports from Directors and employees, etc., requested
explanations as necessary, and expressed opinion, regarding the development andoperation of internal control systems that were organized based on decisions by
the Board of Directors in relation to the development of a system to ensure that theexecution of duties by Directors and other operations of the corporate groupconsisting of the Company and its subsidiaries 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.
(iii) 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.
(iv) 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 werealso notified that a “system for ensuring the proper execution of duties” (as per
Article 131 of the Corporate Accounting Rules) was organized in accordance with
“Quality Control Standards for Auditing” (October 28, 2005, Business Accounting
Council), and requested explanations as necessary.
Using the aforementioned method, we examined the Business Report and the supplementaryschedules, non-consolidated financial statements (non-consolidated balance sheet, nonconsolidated statements of operations, non-consolidated statement of changes in net assets, andnotes thereto), their supplementary statements and consolidated financial statements(consolidated balance sheet, consolidated statements of operations, consolidated statement ofchanges in net assets, and notes thereto) for this fiscal year under review.

120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 the condition of the Company and are in conformity with the applicablelaws and regulations and the 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 of Incorporation.
(iii) We confirm that the decisions made by the Board of Directors with regard tointernal control systems are proper. We recognize that there is nothing to be citedwith respect to the description of those internal control systems in the business
reports and the execution of duties by Directors.
(iv) We confirm that there is nothing to be cited in respect of the basic policy describedin the business reports concerning what and how a person or entity controlling
decisions on the financial and business policies of the Company should be. We
confirm that actions (Article 118, Item 3-(b) of the Enforcement Ordinance of theCompanies Act) described in the business 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 theCompany.
(2) Audit Result of non-consolidated financial statements and their supplementarystatements.
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, 2022
Audit & Supervisory Board
Bandai Namco Holdings Inc.
Full Time Audit & Supervisory
Board Member

Masataka Nagaike(Seal)

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

Toru Shinoda(Seal)

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

Osamu Sudoh(Seal)

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

Katsuhiko Kamijo(Seal)

END

121