BANDAI NAMCO
Holdings Inc.
Notice of the Sixteenth Ordinary General Meeting of Shareholders
to be held on June 21, 2021
An English translation of the original notice in Japanese
DISCLAIMER
The following is an English translation of the Japanese original “Notice of the Sixteenth Ordinary General Meetingof Shareholders of BANDAI NAMCO Holdings Inc.” which meeting is to be held on June 21, 2021.
The Company provides this translation for your reference and convenience only and does not guarantee its accuracy
or otherwise. In the event of any discrepancies, the Japanese original notice shall prevail.
These documents have been prepared solely in accordance with Japanese law and are offered here for informational
purposes only. In particular, please note that the financial statements included in the following translation have been
prepared in accordance with Japanese GAAP.

1Securities code: 7832
May 31, 2021
5-37-8 Shiba, Minato-ku, Tokyo
BANDAI NAMCO Holdings Inc.
Masaru Kawaguchi
President and Representative Director
Dear Shareholders,
NOTICE OF THE SIXTEENTH ORDINARY GENERAL MEETINGOF SHAREHOLDERS
We would like to inform you that the Sixteenth Ordinary General Meeting of Shareholders
of BANDAI NAMCO Holdings Inc. (the “Company”) will be held as set forth below.
Although we will hold the General Meeting of Shareholders while being as thorough as
possible in taking measures to prevent the spread of COVID-19, for this year, we encourage
you to exercise your voting rights in writing or via the Internet in advance instead of attending
the meeting in order to prevent the spread of COVID-19. Please review the enclosed“Reference Documents for the General Meeting of Shareholders” for the exercise of voting
rights in writing or via the Internet, and exercise your voting rights as per the instructions on
pages 4 to 5 by 5:30 p.m., Saturday, June 19, 2021(Japan Time).
If you would like to attend the meeting in person, we ask you to register in advance. We
will use a lottery system to select which of the registered persons will be able to attend themeeting depending on the number of seats made available. Please note beforehand that those of
you who have not registered in advance, who have not been selected by the lottery, or who
cannot be confirmed to have been selected by the lottery when entering the venue may not enterthe venue of the General Meeting of Shareholders.
Meeting Details
1.

Date and Time:

June 21, 2021 (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. Report on the Contents of the Business Reports, the Consolidated Financial Statements,
and the Results of the Auditing of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board for the Sixteenth Fiscal Year(from April 1, 2020 to March 31, 2021)
2. Report on the Contents of the Non-Consolidated Financial Statements for the Sixteenth
Fiscal Year (from April 1, 2020 to March 31, 2021)
Matters to be Resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Twelve Directors
Proposal No. 3: Determination of Performance-based Stock Compensation Plan for
Directors (Continuation)
2

4.

Information on Exercise of Voting Rights
Please see “Information on Exercise of Voting Rights” on pages 4 to 5 of this document.

3

[Information on Exercise of Voting Rights]
Please exercise your voting rights after reviewing the Reference Documents for the General
Meeting of Shareholders on pages 6 to 25.
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 19, 2021 (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 19, 2021 (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 selectedby 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 21, 2021 (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 votecast shall be deemed valid. If you cast your vote via the Internet more than once, using apersonal computer, a smartphone, and/or a mobile phone, then only the last vote cast shall bedeemed 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 theInternet.
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)

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 andclick 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, asmartphone, or a mobile phone, etc. when exercising your voting rights via theInternet, 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 ofdividends and improvement 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 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 ¥91 per share, which consists of a base dividend of ¥21 per share and a performance-based dividend of¥70 per share.
Since the Company paid an interim dividend of ¥21 per share on December 7, 2020, the total annual
dividend for the fiscal year will be ¥112 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 ······ ¥91
Total amount of dividends ······················ ¥20,020,066,885
3. Effective date of distribution of surplus (dividend):
June 22, 2021

6

Proposal No. 2: Election of Twelve Directors
Since the terms of office of the twelve Directors of the Company will expire as of the close of this
General Meeting of Shareholders, the Company requests the election of twelve Directors. If this Proposal
is approved and adopted as proposed, Outside Directors shall continue to make up one-third of all 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 laid out in
the Articles of Incorporation of the Company is that at least two Directors should be Outside Directors andall 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 scholarly knowledge of corporate strategy, or lawyers who are experts incompliance and other internal controls, are considered and a decision is made accordingly.
When selecting candidates for Director of the Company, a Personnel Committee of which the chair
and a majority of the members are independent Outside Directors is established on a discretionary basis toact as a forum for debate and receive recommendations based on the respective candidate’s achievements
and knowledge, and the independent Outside Directors conduct interviews with new candidates before adecision is made at a Board of Directors Meeting.

7

The candidates for Director of the Company are as follows:
Positions andCandidate
Name
Responsibilities in
Career Summary
No.
(Date of Birth)
the Company
Apr. 1982:
Joined BANDAI CO., LTD.
Apr. 1999:
General Manager, Vending Machine
Business Department of BANDAI CO.,LTD.
June 2003:
Director, Leader of Lifestyle Group andLifestyle Company President of
BANDAI CO., LTD.
Apr. 2006:
Managing Director in charge of new
business policy of BANDAI CO., LTD.
Apr. 2009:
Senior Managing Director in charge of
Mitsuaki Taguchi
media policy and new business policy of(June 16, 1958)
BANDAI CO., LTD.
Chairman and
Apr. 2010:
Executive Vice President and Director in
Directorcharge of media policy and new business
Number of theSupervising IP
policy of BANDAI CO., LTD.
Company’s
Production Unit
Apr.
2012:
Executive Vice President and COO in
Shares Owned
charge of global media policy and human1
85,100 Shares
resources policy and in charge of Real B
Voice Business Group, Strategy Projects,
Human Resources of BANDAI CO.,LTD.
Apr. 2015:
Adviser of the Company
June 2015:
President and Representative Director of
the Company
Apr. 2021:
Chairman and Director Supervising IP
Production Unit of the Company(current position)
Reasons for proposing Mr. Mitsuaki Taguchi as a candidate for Director:
Mr. Mitsuaki Taguchi served as President and Representative Director of the Company from2015 to March 2021, supervised its management appropriately by, for example, achieving theprevious Mid-term Plan, and possesses extensive business experience, achievements, andknowledge. He is proposed as a candidate for Director as the Company considers him capableof ensuring that the Group continues to grow.

8

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1983:
Apr. 2002:

2

Joined BANDAI CO., LTD.
Executive Officer and General Manager,
Vending Machine Business Departmentof BANDAI CO., LTD.
Apr. 2006:
Director in charge of distribution policyof 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
Masarutoy business policy of BANDAI CO.,Kawaguchi
LTD.
(November 2,
President andAug. 2015:
President and Representative Director of
1960)
Representative
BANDAI CO., LTD.
Director
Executive Officer of the Company
Responsible for
June
2016:
Director in charge of Toys and Hobby
Number of theEntertainment
SBU of the Company
Company’s
Unit
Feb.
2018:
President and Representative Director of
Shares Owned
BANDAI SPIRITS CO., LTD.
53,300 Shares
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 theCompany
Apr. 2021:
President and Representative Director
Responsible for Entertainment Unit of theCompany (current position)
Chairman & Director of BANDAI CO.,LTD. (current position)
Reasons for proposing Mr. Masaru Kawaguchi as a candidate for Director:
Mr. Masaru Kawaguchi demonstrated his leadership skills based on extensive experience andbroad knowledge at BANDAI CO., LTD., which is the current business management companyof the Toys and Hobby Business of Entertainment Unit of the Group, and he has also beensupervising the management of the Company appropriately since being appointed as Executive
Vice President and Director of the Company in 2020 and as President and Representative
Director of the Company in 2021. He is proposed as a candidate for Director as the Company
considers him capable of ensuring that the Group continues to grow.

9

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

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

3

Licensed as a CPA
Partner of Century Audit Corporation
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
Shuji Ohtsu
General Manager of the Group
Director and(August 6, 1959)
Administrative Headquarters of theDivision
Company
GeneralApr.
2013:
Director and Division General Manager
Manager of the
Number of theof the Group AdministrativeGroup
Company’s
Headquarters of the Company (current
Administrative
Shares Owned
position)
Headquarters
41,900 Shares
President and Representative Director of
NAMCO BANDAI Holdings (USA) Inc.
(currently BANDAI NAMCO Holdings
USA Inc.) (current position)
Apr. 2015:
President and Representative Director of
BANDAI NAMCO Business Arc Inc.
(current position)
Oct. 2017:
President and Representative Director of
BANDAI NAMCO Will Inc. (current
position)(Major concurrent positions)
President and Representative Director of BANDAI
NAMCO Holdings USA Inc.
President and Representative Director of BANDAI
NAMCO Business Arc Inc.
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 CPA, as well as extensive experience andachievements as Division General Manager of the Group Administrative Headquarters of theCompany. He is proposed as a candidate for Director as the Company considers him capable ofstrengthening Group management structures and ensuring highly transparent management.

10

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1986:
Aug. 2005:

4

Joined BANDAI CO., LTD.
General Manager, Accounting Division of
BANDAI CO., LTD.
Sep. 2005:
Joined the Company, as General Manager
of Corporate Administration Department
in charge of PR and IR, and Accounting
and Finance
Apr. 2006:
Director of NAMCO BANDAI Games
Inc. (currently BANDAI NAMCOEntertainment Inc.)
Apr. 2008:
Executive Officer, Division General
Manager of Corporate Planning Divisionof the Company
Director andJune 2010:
Director in charge of Corporate Planning
Yuji Asako
Divisionand Division General Manager of(January 18,
GeneralCorporate Planning Division of the
1966)Manager ofCompany
Corporate
June 2011:
Director and Division General Manager
Planning
Number of theof Corporate Planning Division of theDivision
Company’s
Company
Supervising
Shares Owned
Apr.
2014:
Director of NAMCO LIMITED (*)
Amusement
44,100 Shares(currently BANDAI NAMCO
Unit
Amusement Inc.)* Newly established company throughthe 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 theCompany (current position)
Director of BANDAI NAMCO
Amusement Inc. (current position)
Reasons for proposing Mr. Yuji Asako as a candidate for Director:
Mr. Yuji Asako possesses extensive experience, achievements, and knowledge relating tomanagement 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 as sustainable activities. He is proposed as a candidate for Director as
the Company considers him capable of implementing the Group’s management strategies andseeking a sustained increase in corporate value.

11Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1981:
Jan. 1996:
Apr. 2000:

5

Joined BANDAI CO., LTD.
Director of Bandai Digital Entertainment
Joined SUNRISE INC., as General
Manager of Network Development
Department
Apr. 2004:
Director of SUNRISE INC.
Apr. 2008:
Managing Director of SUNRISE INC.
Senior Managing Director of SUNRISE
Apr. 2011:
INC.
Vice President and Director of SUNRISE
Apr. 2013:
INC.
President and Representative Director of
Apr. 2014:
Yasuo Miyakawa
SUNRISE INC.
(June 8, 1956)
Director in
President and Representative Director of
Apr. 2015:
charge of
BANDAI NAMCO Pictures Inc.
Digital Business Apr. 2018:
Executive Officer in charge of IP
Number of theofCreation Unit of the Company
Company’s
Entertainment June 2018:
Director in charge of IP Creation Unit ofShares Owned
Unit
the Company
21,750 Shares
President and Representative Director ofMar. 2019:
Evolving GUNDAM Inc.
Director in charge of Network
Apr. 2019:
Entertainment Unit of the Company
President and Representative Director of
BANDAI NAMCO Entertainment Inc.
(current position)
Director in charge of Digital Business ofApr. 2021:
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
wide-ranging involvement in multiple businesses in the Group. He has driven the businessforward as the President and Representative Director of BANDAI NAMCO Entertainment Inc.,
which is the current business management company of the Digital Business of Entertainment
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 Digital Business and Groupmanagement.

12

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1991:

6

Joined TOKYO THEATRESCOMPANY, INCORPORATED
Jul. 1992:
Joined BANDAI CO., LTD.
Mar. 2004:
General Manager of Production Group II,
Production Section of BANDAI VISUAL
CO., LTD. (currently BANDAI NAMCO
Arts Inc.)
Apr. 2009:
Executive Officer of Content
New Candidate
Headquarters of BANDAI VISUAL CO.,for Director
LTD.
Apr. 2010:
Director of SUNRISE INC. (current
Satoshi Kono
position)(October 15,
Apr. 2012:
Director of BANDAI VISUAL CO.,
1968)
–
LTD.
Apr. 2016:
Managing Director of BANDAI VISUAL
CO., LTD.
Number of the
Apr.
2020:
Senior Managing Director of BANDAI
Company’s
NAMCO Arts Inc.
Shares Owned
Apr.
2021:
Executive Officer in charge of Visual and
12,400 SharesMusic Business of IP Production Unit of
the Company (current position)
President and Representative Director of
BANDAI NAMCO Arts Inc. (current
position)(Major concurrent position)
President and Representative Director of BANDAI
NAMCO Arts Inc.
Reasons for proposing Mr. Satoshi Kono as a candidate for Director:
Mr. Satoshi Kono possesses extensive experience, achievements, and knowledge in the Visualand Music Business. He has driven the business forward as the President and Representative
Director of BANDAI NAMCO Arts Inc., which is the business management company of the
Visual and Music Business of IP Production 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 Visual and Music Business and Group management.

13

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1986:
Oct. 2000:
Apr. 2004:

7

Joined Kabushiki Kaisha Network
Joined Bandai Networks Co., Ltd.
General Manager of Mobile Business
Department of Bandai Networks Co., Ltd.
June 2005:
Director, Deputy Division Head ofBusiness Division and General Manager
of Content Business Department ofBandai Networks Co., Ltd.
Apr. 2009:
Executive Officer and Deputy Division
Head of NE Business Division of
NAMCO BANDAI Games Inc.
(currently BANDAI NAMCOEntertainment Inc.)
Oct. 2010:
President and Representative Director of
BANDAI NAMCO Online Inc.
Apr. 2014:
Director, Division Head of Business
Makoto Asanuma
Division I of BANDAI NAMCO(April 23, 1963)
Director inEntertainment Inc.
charge ofApr. 2015:
Managing Director in charge of Global
Creation
Number of theBusiness Promotion Unit / Media Unit ofBusiness of IP
Company’s
BANDAI NAMCO Entertainment Inc.
Production Unit
Shares Owned
Apr. 2018:
Senior Managing Director of SUNRISE
17,000 Shares
INC.
Mar. 2019:
Chairman of SUNRISE SHANGHAICO., 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 Businessof IP Production Unit of the Company(current position)(Major concurrent positions)
President and Representative Director of SUNRISE
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
wide-ranging involvement in multiple businesses in the Group. He has driven the businessforward as the President and Representative Director of SUNRISE INC., which is the current
business management company of the Creation Business of IP Production Unit in the Group,
since 2019. He is proposed as a candidate for Director as the Company considers him capableof building closer ties between the Creation Business and Group management.

14

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary

Joined BANDAI CO., LTD.
Executive Officer and General Manager
of Innovative Toy Business Departmentof BANDAI CO., LTD.
General Manager of President’s Office
Oct. 2005:
and Corporate Planning Department of
the Company
Director of NAMCO LIMITED (*)
Apr. 2007:
New Candidate(currently BANDAI NAMCO
for Director
Amusement Inc.)* Newly established company throughHiroshithe incorporation-type company split of
Kawasaki
NAMCO LIMITED (currently BANDAI(April 24, 1963)
NAMCO Entertainment Inc.)–
Managing Director of NAMCO
Apr. 2015:
LIMITED
Number of the
Director of BANDAI NAMCO
Apr. 2018:
Company’s
Entertainment Inc.
Shares Owned
Executive Officer in charge of
Apr.
2021:
22,250 Shares
Amusement Unit of the Company(current position)
President and Representative Director of
BANDAI NAMCO Amusement Inc.
(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
wide-ranging involvement in multiple businesses in the Group. He has driven the businessforward as the President and Representative Director of BANDAI NAMCO Amusement Inc.,
which is the business management company of 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.
Apr. 1987:
Apr. 2001:

8

15

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1982:

9

Joined JGC CORPORATION (currently
JGC HOLDINGS CORPORATION)
Jul. 1997:
General Manager, Abu Dhabi Office andGeneral 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
Outside Director
Manager, Global Marketing Division of
JGC CORPORATION
Koichi Kawana
June 2010:
Representative Director, Senior(April 23, 1958)
Executive Vice President of JGC
Director
CORPORATION
Number of theJul. 2011:
Representative Director and President ofCompany’s
JGC CORPORATION
Shares Owned
June 2017:
Director, Vice Chairman of JGC--- Shares
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 TOKYOELECTRON 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 expectedrole:
Given Mr. Koichi Kawana’s extensive knowledge and experience in corporate management, theCompany anticipates that he will be able to further strengthen management oversight andchecking 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.

16

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1990:

10

Admitted to the bar in Japan
Joined Mori Sogo Law Offices (currently
Mori Hamada & Matsumoto)Jan. 1998:
Partner of Mori Hamada & Matsumoto
Outside Director
June 2016:
Outside Director of the Company (current
position)
SatokoMar. 2020:
Outside Auditor of Unicafe Inc. (current
Kuwabara
position)(November 1,
Apr. 2020:
Partner of GAIEN PARTNERS (current
1964)
Directorposition)
June 2020:
Outside Audit & Supervisory Board
Member of Nippon Yusen Kabushiki
Number of the
Kaisha (current position)
Company’s(Majorconcurrent
positions)Shares Owned
Attorney-at-Law--- Shares
Partner of GAIEN PARTNERS
Outside Auditor of Unicafe Inc.
Outside Audit & Supervisory Board Member of Nippon
Yusen Kabushiki Kaisha
Reasons for proposing Ms. Satoko Kuwabara as a candidate for Outside Director and expected
role:
Although Ms. Satoko Kuwabara has not been involved in corporate management other than
through serving as an outside officer, the Company anticipates, given her many years ofexperience as an attorney-at-law, that she will be able to further strengthen management
oversight and checking functions, mainly from a legal risk perspective, and thus believes that
she will be able to perform the duties of an Outside Director appropriately.

17

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 2002:

11

Lecturer, Faculty of Economics andBusiness Administration of Yokohama
City University
Oct. 2003:
Assistant Professor, Faculty of
Economics and Business Administrationof Yokohama City University
Oct. 2004:
Assistant Professor, Graduate School of
Outside Director
International Corporate Strategy (ICS) of
Hitotsubashi University
Mikiharu Noma
Apr. 2007:
Associate Professor, Graduate School of(November 6,
International Corporate Strategy (ICS),
1974)
Hitotsubashi University
Director
June 2016:
Outside Director of the Company (current
position)
Number of theApr. 2019:
Professor, Graduate School of BusinessCompany’s
Administration, Hitotsubashi University
Shares Owned
Business School (current position)--- Shares
June 2019:
Outside Auditor of Nice Holdings, Inc.
(currently Nice Corporation) (current
position)(Major concurrent positions)
Professor, Graduate School of Business Administration,
Hitotsubashi University Business School
Outside Auditor of Nice Corporation
Reasons for proposing Mr. Mikiharu Noma as a candidate for Outside Director and expected
role:
Although Mr. Mikiharu Noma has not been involved in corporate management other than
through serving as an outside officer, given his profound scholarly knowledge accumulated
throughout his study and teaching activities in the field of corporate strategy, especiallyaccounting and financial affairs, the Company anticipates that he will be able to further
strengthen management oversight and checking functions, and thus believes that he will be able
to perform the duties of an Outside Director appropriately.

18

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1980:
Jul. 1990:
Aug. 1992:
Nov. 1997:

New Candidate
for Director

Mar. 2000:

Outside Director

Mar. 2002:

Toshio Shimada(June 4, 1957)

12

Number of theCompany’s
Shares Owned--- Shares–

Jul. 2003:
Mar. 2004:
Jan. 2011:
June 2011:

Joined JGC CORPORATION
Joined Sanwa Research Institute Corp.
(currently Mitsubishi UFJ Research andConsulting Co., Ltd.)
Joined JGC Information Systems Co.,
Ltd.
Joined CAC Corporation (currently CAC
Holdings Corporation)
Executive Officer and General Manager
of Corporate Planning Department of
CAC Corporation
Director and General Manager ofCorporate Planning Division of CAC
Corporation
Managing Director and General Manager
of Operational Headquarters of CAC
Corporation
President and CEO of CAC Corporation

Chairman and CEO of CAC Corporation
Vice Chairman of Japan Information
Technology Services Industry
Association (current position)
Mar. 2015:
Director and Chairman of CAC Holdings
Corporation
Mar. 2019:
Special Advisor of CAC Holdings
Corporation (current position)(Major concurrent position)
Vice Chairman of Japan Information Technology
Services Industry Association
Reasons for proposing Mr. Toshio Shimada as a candidate for Outside Director and expectedrole:
Given Mr. Toshio Shimada’s extensive knowledge and experience in corporate management,
the Company anticipates that he will be able to further strengthen management oversight andchecking functions, and introduce his extensive knowledge concerning fusion of corporate
management and digital technology into the Company’s managerial perspective, and thus
believes that he will be able to perform the duties of an Outside Director appropriately.

19

(Notes) 1. Each of Mr. Koichi Kawana, Ms. Satoko Kuwabara, Mr. Mikiharu Noma, and Mr. Toshio Shimada is acandidate for Outside Director of the Company. Each of Mr. Koichi Kawana, Ms. Satoko Kuwabara, andMr. Mikiharu Noma is currently Outside Director of the Company. As of the close of this General Meetingof Shareholders, Mr. Koichi Kawana will have served as Outside Director for approximately two years,
and Ms. Satoko Kuwabara and Mr. Mikiharu Noma will have served for approximately five years.
2. Independence as Outside Director
The Company believes that Mr. Koichi Kawana, Ms. Satoko Kuwabara, Mr. Mikiharu Noma, and Mr.
Toshio Shimada, 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 21) and thus have no risk of conflicts of interest with general shareholders
and have a high degree of independence. The Company has filed a notification with the Tokyo Stock
Exchange 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. 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.
4. 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.
5. 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 42 of the Business Report. If this Proposal is approved and adopted
as proposed, each of the Directors will be included as an insured under the policy. In addition, theCompany plans to renew the policy with the same terms at the time of its renewal.
6. There are no special interests between each of the candidates for Director and the Company.

20

Standards for the Independence of Outside Directors and Outside Audit & Supervisory Board
Members (Reference)
The Company has prescribed the following “Standards for the Independence of Outside Directors andOutside Audit & Supervisory Board Members” and has nominated Outside Directors and Outside Audit &Supervisory Board Members based on these standards.
Standards for the Independenceof Outside Directors and Outside Audit & Supervisory Board Members
In order for the Outside Directors and Outside Audit & Supervisory Board Members of the Company to be
judged as being independent, such Outside Directors and Outside Audit & Supervisory Board Members must
not fall under any of the following items.
1. Any person who purports to be a major business partner of the Company (including group companies of theCompany; the same applies hereinafter)
2. Any Executive Director, Executive Officer, Manager or other employee of a company that purports to be amajor business partner of the Company
3. Any person who is a major business partner of the Company
4. Any Executive Director, Executive Officer, Manager or other employee of a company that is a major
business partner of the Company
5. Any attorney-at-law, certified public accountant, certified public tax accountant, consultant or other expert
who receives monies or other economic benefits above a certain amount from the Company, in addition tohis or her remuneration as a Director or Audit & Supervisory Board Member
6. Any person belonging to a company, association or other organization such as a law firm, auditing firm, tax
accountant corporation and consultancy which receives monies or other economic benefits above a certain
amount from the Company
7. Any person receiving donations or subsidies from the Company above a certain amount
8. Any person who is a Board member or other Executive Officer in a company, association or otherorganization which receives donations or subsidies from the Company above a certain amount
9. If an Executive Director or Full Time Audit & Supervisory Board Member 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 five years
11. If a person coming under one of the categories listed in items 1 through 9 above is an important person, that
person’s spouse or relative within the second degree of kinship
12. The spouse or relative within the second degree of kinship of any person who is a Director, Executive
Officer, Manager or other important employee of the Company or its subsidiaries(Notes) 1 In items 1 and 2, where it reads “any person who purports to be a major business partner of theCompany,” this means “any person (or company) who has received a payment from the Company 2%
or more of its annual consolidated net sales for the most recent business year.”
2 In items 3 and 4, where it reads “any person who is a major business partner of the Company,” thismeans “any person (or company) who has paid to the Company an amount 2% or more of theCompany’s annual consolidated net sales for the most recent business year, or any person (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; whichever isgreater.”21

Proposal No. 3: Determination of Performance-based Stock Compensation Plan for Directors(Continuation)
The Company seeks approval for continuation of the performance-based stock compensation plan for
Directors excluding Outside Directors of the Company (hereinafter “Eligible Directors”), which provides
monetary compensation claims for delivering common stock of the Company and cash with an upper limitthat is the amount obtained by multiplying 45,000 shares (0.02% of the total number of shares issued) by
the share price at the time of delivery (as defined in (2) (*3) below ; hereinafter referred to as the “Delivery
Share Price”) in the fiscal year ending March 31, 2022 (the continued stock compensation plan is hereinafterreferred to as the “Plan”).
(Reference)

For an overview of the remuneration of the Company’s Directors (excluding Outside
Directors), please see the figure below.
Va r i a b l e

Fixed

Overview of
Directors
remuneration

P e r f o r m a n c e -b a s ed
bo nuses

B ase r emuner atio n

P e rforma nc e base d st ock
c ompe nsa t ion(C ont i nue t o be he l dduri ng the term ofoffi ce )Subject of(applies to payments for the fiscal year ending March 31, 2022)
this proposal
Decide the number of shares to be granted according toperformance and calculate the payment amount(Upper limit of compensation: 45,000 shares × Delivery Share Price per year)

At the Thirteenth Ordinary General Meeting of Shareholders held on June 18, 2018, the Company
obtained approval for the plan which provides monetary compensation claims for delivering common stockof the Company and cash with an upper limit that is the amount obtained by multiplying 45,000 shares by
the Delivery Share Price (hereinafter the “Current Plan”) by making it conform to the “Mid-term Plan of
the BANDAI NAMCO Group (From April 2018 to March 2021)” started in April 2018 (hereinafter the“Mid-term Plan”).
Now that the Mid-term Plan ended in March 2021, the Company seeks to continue the content of theCurrent Plan in the fiscal year ending March 31, 2022 in order to drive shared value with shareholders andpromote continuous improvement in corporate value. Accordingly, the Company wishes to set the total
amount of monetary compensation claims and cash to be provided as performance-based stockcompensation to within the amount obtained by multiplying 45,000 shares by the Delivery Share Price.
Under the Plan, the Company’s common stock and cash are delivered or provided to Eligible Directors
in accordance with a number of payment share units determined in accordance with the degree of attainmentof the performance target for consolidated operating profit of the Company in the fiscal year ending March
31, 2022 (hereinafter “Evaluation Fiscal Year”), based on a reference number of share units determined inadvance in accordance with the roles and so forth of the Eligible Directors. The number of payment share
units is determined based solely on performance, and payment is made only when consolidated operating
profit is 60,000 million yen or higher, with the number of payment share units increasing gradually until
consolidated operating profit reaches 75,000 million yen (which is the performance target for consolidated
operating profit for the Evaluation Fiscal Year). Under this design, changes in the share price can bereflected directly in the amount of compensation. Whether or not to make such payment and the number ofpayment share units are determined based on performance in the Evaluation Fiscal Year.

22

In regard to the common stock of the Company to be delivered under the Plan, as with the Current
Plan, sale of the shares shall be restricted during the terms of office of Directors, etc., and Directors, etc.
shall continue to hold the shares until their retirement in order to continue to ensure shared value with ourshareholders during the terms of office of Directors, etc. Therefore, to enable allocation of funds forpayment of tax arising when the shares of the common stock of the Company are delivered to Eligible
Directors, a cash payment shall be made in the amount obtained by converting a portion of the determined
number of payment share units at the Delivery Share Price.
If Proposal No. 2 is approved and adopted as proposed, the number of Eligible Directors will be eight.
The content of the Plan is as follows:(1) Overview of the Plan
Under the Plan, common stock of the Company (*) and cash (hereinafter the “Company’s Shares,Etc.”) shall be delivered or provided to Eligible Directors according to the degree of attainment of theperformance target for consolidated operating profit in the Evaluation Fiscal Year. The Company’s Shares,
Etc. shall be delivered or provided only when consolidated operating profit is 60,000 million yen or higher,
and the payment ratio shall become 100% when consolidated operating profit reaches 75,000 million yen.
(*)

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 theCompany’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
Using 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
Evaluation Fiscal Year 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 the Evaluation Fiscal Year
(payment ratio) (*2) (with any resulting odd-lots of less than 100 shares rounded down)(Note 2) As stated in (1) (*) above, the remuneration that is actually provided to Eligible Directors ismonetary compensation claims corresponding to the amount obtained by multiplying the numberof the abovementioned shares of common stock of the Company by the Delivery Share Price(*3) that are to be used for making payment as property contributed in kind upon delivery of theCompany’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 Price(*1) Reference number of share units shall be predetermined based on the roles and responsibilities ofeach Eligible Director.
(Reference)

If Proposal No. 2 is approved and adopted as proposed, the reference number of share
units for Eligible Directors for the fiscal year ending March 31, 2022 will be as shownin the table below. When a Director of the Company serves concurrently as thepresident and representative director of one of the five business managementcompanies of the Group, namely BANDAI NAMCO Entertainment Inc. (“BNE”),
BANDAI CO., LTD. (“BC”), BANDAI NAMCO Arts Inc. (“ARTS”), SUNRISE INC.

23

(“SR”), and BANDAI NAMCO Amusement Inc. (“BNAM”), or BANDAI SPIRITS
CO., LTD. (“BSP”), the reference number of share units for the president andrepresentative director of the relevant business management company or BSP is
applied. Moreover, when a Director serves concurrently as the president andrepresentative director of two or more of the business management companies and BSP,
the highest of the reference numbers of share units for the president and representative
director of the relevant business management companies or BSP is applied. If a
Director serves multiple positions concurrently as described above, the respective
business management companies and BSP, in which the relevant Director holds
concurrent positions, will provide the relevant Eligible Director with monetarycompensation claims and cash as remuneration in accordance with the predetermined
rules.
(Reference number of share units)
The Company

BNE

BC

ARTS

SR

BNAM

BSP

President andrepresentative director

6,600

6,000

5,300

4,600

3,300

2,900

4,700

Chairman and director

4,600

–

–

–

–

–

–

Director

3,300

–

–

–

–

–

–

(*2) The Company’s Shares, Etc. shall not be provided if consolidated operating profit does not reach
60,000 million yen. If consolidated operating profit is 75,000 million yen or greater, 100% of theCompany’s Shares, Etc. shall be provided. The specific method for determining the payment ratio
is as follows.
Consolidated operating profit

Payment ratioLess than 60,000 million yen

0%60,000 million yen or more but less than 75,000
million yen[50 + {(Amount of consolidated operating profit (in 100 million yen)
– 60,000 million yen) ÷ 100 million yen} ÷ 3]%

75,000 million 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 for delivering the Company’s common stock related to the Plan to be held within
two months from the date of the Ordinary General Meeting of Shareholders for the Evaluation Fiscal
Year stipulated in (3) below (if the Company’s shares were not traded on that day, the closing priceon the last day the shares were traded prior to that).
The upper limit for 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 for the Evaluation 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 the closeof this Ordinary General Meeting of Shareholders or thereafter, if the Company carries out a share split(including allotments of shares of common stock of the Company without receipt of monetaryconsideration; the same shall apply hereinafter to share splits mentioned below) or share consolidation of24

the common stock of the Company, the abovementioned numbers of shares shall be adjusted in accordancewith the following formula, with any 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 Evaluation 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 to be held within twomonths from the date of the Ordinary General Meeting of Shareholders for the Evaluation Fiscal Year.
(a) The Eligible Director remained in office as a Director, etc. until the end of the Evaluation Fiscal Year.
(b) The Eligible Director did not engage in any specified misconduct.
(c) Other requirements that are deemed necessary and specified by the Board of Directors
The Company established a policy for determining contents of remuneration, etc. of individual
Directors at the Board of Directors Meeting held on March 16, 2021, and an overview of the policy is as
stated in pages 44 to 46 of the Business Report. The Plan based on this Proposal is in line with the policy
and considered appropriate as a plan for driving shared value with shareholders and promoting continuous
improvement in corporate value. Accordingly, the Company does not plan to change the policy even in thecase where this Proposal is approved.
(Reference) In the Current Plan, Directors of the five business management companies of the Group,
BNE, BC, ARTS, SR, and BNAM, and BSP, who are not serving concurrently as
Directors of the Company (hereinafter the “Eligible Subsidiary Directors”) shall also
be eligible for the same kind of performance-based stock compensation plans. Provided
this Proposal is approved as proposed, the Company’s Shares, Etc. shall continue to bedelivered or provided to the Eligible Subsidiary Directors on the same terms andconditions as those stipulated in this Proposal.
The upper limit for 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
for the Evaluation Fiscal Year to be provided to the Eligible Subsidiary Directors shallbe the amount obtained by multiplying 94,000 shares by the Delivery Share Price (whencombined with the portion provided to Eligible Directors, the upper limit for the total
amount shall be the amount obtained by multiplying 139,000 shares by the Delivery
Share Price). Moreover, the upper limit for the total number of shares of common stockof the Company that can actually be delivered to the Eligible Subsidiary Directors shallbe 47,000 shares (0.02% of the total number of shares issued) (when combined withthe portion delivered to Eligible Directors, the upper limit for the total number of sharesdelivered shall be 69,500 shares (0.03% of the total number of shares issued)). However,if, at the close of this Ordinary General Meeting of Shareholders or thereafter, theCompany carries out a share split or share consolidation of the common stock of theCompany, the abovementioned numbers shall be adjusted in accordance with theformula and other methods set out in (2) above.

25

(Attached Document)
BUSINESS REPORTS(From April 1, 2020 to March 31, 2021)
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, 2021, the spread of the novel coronavirus disease (COVID19) continued to have a significant impact on the overall economy and consumer activity in Japan andoverseas. As part of our response against the spread of COVID-19, the Group has been giving thehighest priority to the safety of our various stakeholders, including employees and their families andour customers, while implementing measures to prevent the spread of infection. We also promoted
various measures to adapt to changes in lifestyles and preferences of customers such as bystrengthening the sales and marketing that utilize digital strategies. In accordance with our three-year
Mid-term Plan started in April 2018, in which we set forth the Mid-term Vision of “CHANGE for the
NEXT: Empower, Gain Momentum, and Accelerate Evolution,” we have also been taking advantageof the worldview and unique characteristics of IP (Intellectual Property: meaning characters and otherintellectual property) to further evolve the “IP axis strategy” that aims to maximize IP value throughthe provision of the optimal products and services at the optimal possible times. The measures also
include an initiative to strengthen development in regions and businesses with high growth potential
and an initiative to realize the total capabilities of the Group in regions around the world under the
ALL BANDAI NAMCO concept.
During the fiscal year ended March 31, 2021, although each business was impacted by the spread of
COVID-19, the Toys and Hobby Business saw increased popularity for products for the mature fanbase in Japan and overseas and products utilizing new IP while the Network Entertainment Businessenjoyed favorable performance of key titles in network content and strong repeat sales of home video
game titles. The wide-ranging business portfolio has produced successful outcomes across the Group.
The Group recorded extraordinary losses for the fiscal year ended March 31, 2021 mainly due to loss
on temporary store closures as a result of the spread of COVID-19 and structural reform costs inrelation to the Real Entertainment Business.
Consequently, the Group’s consolidated results for the fiscal year ended March 31, 2021 were net
sales of 740,903 million yen (year-on-year increase of 2.3%), operating profit of 84,654 million yen(year-on-year increase of 7.5%), recurring profit of 87,612 million yen (year-on-year increase of
9.8%), and profit attributable to owners of parent of 48,894 million yen (year-on-year decrease of
15.2%).

26

(ii) Outline of Business by Business Segment(Millions of yen)
Operating Profit (Loss)Year EndedYear Ended
March 31,
March 31,
Change2020
2021
Increase of
26,73338,220
11,487

Year Ended
March 31,
2020

Net SalesYear Ended
March 31,2021

Toys and Hobby

253,714

296,016

Increase of
42,302

Network
Entertainment

328,079

344,150

Increase of
16,07143,87957,356

Increase of
13,47791,75363,923

Decreaseof 27,830(1,502)(8,379)Decreaseof 6,877

46,951

28,089Decreaseof 18,862

8,032

969

Decreaseof 7,063

IP Creation

23,49728,213

Increase of
4,716

6,269

2,740

Decreaseof 3,529

Other

31,05434,088

Increase of
3,034

1,346

1,445

Increase of99

Eliminations
and Corporate(51,061)(53,577)

Decreaseof 2,516(5,983)(7,698)Decreaseof 1,715

Business
Segment

RealEntertainment
Visual andMusic
Production

ChangeIncrease of
Increase of
78,77584,654
16,914
5,879(Note) As the Group changed its classification of business segments on April 1, 2020, the figures for theprevious fiscal year have been restated according to the current classifications.
Consolidated

723,989

740,90327

Toys and Hobby Business
As for the Toys and Hobby Business, in Japan, products for the mature fan base such as plastic modelsof the Mobile Suit Gundam series and collectible figures performed favorably due to the successful
outcomes produced by sales, marketing, etc. that utilize digital strategies. There was a gain in
popularity for long-established IP products such as the KAMEN RIDER series, as well as for new IP
toys and peripheral products such as confectionery. Overseas, while business was affected by the
temporary closures of retail stores, products such as those for the mature fan base performed stably,
primarily in the Asian region.
As a result, net sales in the Toys and Hobby Business were 296,016 million yen (year-on-year increaseof 16.7%), and operating profit was 38,220 million yen (year-on-year increase of 43.0%).
Description of Business
Planning, development, production, and sales of toys, capsule toys, cards, confectionery andfoods, apparel, sundries, plastic models, prizes, stationery, and other products
Network Entertainment Business
As for the Network Entertainment Business, in network content, key titles being distributed worldwide
such as the DRAGON BALL series and ONE PIECE, and key titles in Japan such as The
iDOLM@STER series, continued to perform favorably due to ongoing measures targeting users. In
home video games, in addition to the new titles such as Little Nightmares II, repeat sales of existing
titles such as the DRAGON BALL series, TEKKEN 7, and the DARK SOULS series enjoyed popularity,
primarily overseas, due to ongoing measures targeting users and increased demand for digital sales.
As a result, net sales in the Network Entertainment Business were 344,150 million yen (year-on-yearincrease of 4.9%), and operating profit was 57,356 million yen (year-on-year increase of 30.7%).
Description of Business
Planning, development, and distribution of network content; planning, development, and salesof home video games, etc.

28

Real Entertainment Business
As for the Real Entertainment Business, the temporary closures of amusement facilities, etc. in Japanand overseas in response to the spread of COVID-19 had a significant impact on facilities operations
and the sale of amusement machines. On the other hand, in response to these changes in the businessenvironment, we promoted initiatives that only BANDAI NAMCO can offer, such as offering claw
crane games that can be played online and strengthening the use of Group products and services. In
addition to recording the fixed costs incurred during the temporary closures of facilities, etc. in
response to the official requests from the national and local governments as loss on temporary store
closures and other related to COVID-19, the Company recorded an extraordinary loss of 11.7 billion
yen as expenses associated with the business structure reform.
As a result, net sales in the Real Entertainment Business were 63,923 million yen (year-on-year
decrease of 30.3%), and operating loss was 8,379 million yen (operating loss for the previous fiscal
year was 1,502 million yen).
Description of Business
Real entertainment business, including planning, development, production, and sales ofamusement machines, and planning and operation of amusement facilities, etc.
Visual and Music Production Business
As for the Visual and Music Production Business, although IP related visual and music package
software, among others, including the LoveLive! series and The iDOLM@STER series, continued tobe sold, live events were canceled due to the spread of COVID-19, and releases of visual and music
products and the launch of their package software titles were postponed due to delays in production
schedules, among other reasons, which impacted business performance. On the other hand, in
response to these changes in the business environment, we streamed live events without spectatorsand carried out other new initiatives for live events suited to these environmental changes.
As a result, net sales in the Visual and Music Production Business were 28,089 million yen (year-onyear decrease of 40.2%), and operating profit was 969 million yen (year-on-year decrease of 87.9%).
Description of Business
Planning, production, and management of visual and music content; artist discovery anddevelopment; and live entertainment operations
IP Creation Business
As for the IP Creation Business, we stirred up public attention by producing video works such as the
Mobile Suit Gundam series and the LoveLive! series, and disseminating information on IP fromGUNDAM FACTORY YOKOHAMA, leading to those series gaining popularity. In addition, because
SOTSU CO., LTD., which became a consolidated subsidiary of the Company in the previous fiscal
year, belonged to this business unit in the first quarter of the fiscal year ended March 31, 2021,
goodwill was amortized despite recording the revenue of said company.
As a result, net sales in the IP Creation Business were 28,213 million yen (year-on-year increase of
20.1%), and operating profit was 2,740 million yen (year-on-year decrease of 56.3%).
Description of Business
Planning and production of animations; management and administration of copyrights andother rights; production of music related to animations; and management and administration ofmusic and masters related to animations

29

Other Businesses
Other Businesses consist of companies that conduct businesses such as logistics support, printing, andother kinds of administration and operational support for each of the Group companies. We have been
making efforts to manage such operations related to group support in an efficient manner.
As a result, net sales in the Other Businesses were 34,088 million yen (year-on-year increase of 9.8%),
and operating profit was 1,445 million yen (year-on-year increase of 7.4%).
Description of BusinessBusinesses supporting the Units in such areas as distribution, logistics, printing, andadministrative services(iii) Capital Expenditures
In this fiscal year, the Group carried out 22,769 million yen in capital expenditures; the funds wereprimarily used for investments in the manufacturing of molds associated with the production of new
products and in amusement facilities and machines.
(iv) Financing
The Group procured required funds of 20,000 million yen as borrowings from financial institutionsin the fiscal year ended March 31, 2021.
(v)

Status of Significant Corporate Restructuring

・ The Company acquired additional shares of SOTSU CO., LTD., a subsidiary of the Company,
making it a wholly-owned subsidiary on May 15, 2020.
・ BANDAI NAMCO Entertainment Europe S.A.S., a subsidiary of the Company, acquired
shares of Reflector Entertainment Ltd., making it a consolidated subsidiary on October 22,
2020.

30

(2) Status of Assets and Profits & Losses for the Previous Three Fiscal Years
Fiscal Year

13th Fiscal Year
(Year Ended
March 31, 2018)

14th Fiscal Year
(Year Ended
March 31, 2019)15th Fiscal Year
(Year Ended
March 31, 2020)

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

Net sales(Millions of yen)

678,312732,347

723,989

740,903

Operating profit(Millions of yen)

75,024

84,04578,77584,654

Recurring profit(Millions of yen)

75,38086,86379,797

87,612

Profit attributable toowners of parent(Millions of yen)

54,10963,383

57,66548,894

Basic earnings per
share¥246.29¥288.40¥262.39¥222.58

Total assets(Millions of yen)

540,490

612,955

619,819732,782

Net assets(Millions of yen)

387,354429,644454,684

511,433

Net assets per share¥1,758.99¥1,952.00¥2,045.25¥2,323.98

Classification

31(This Fiscal Year)(3) Important Parent Company and Subsidiaries (As of March 31, 2021)(i)

Status of the Parent Company
Not applicable.

(ii) Important Subsidiaries
Name of Company

Ownership
Ratio

CapitalDescription of Principal Business
Planning, development, production, and salesof toys, capsule toys, cards, candy toys,
confectionery and foods, apparel, sundries,
etc.
Planning, distribution, and sales ofentertainment content such as network
content and home video games
Planning, development, operation and salesof facilities, machines and services related toreal entertainment
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

BANDAI CO., LTD.

¥10,000 million

100.0%BANDAI NAMCOEntertainment Inc.

¥10,000 million

100.0%BANDAI NAMCO
Amusement Inc.

¥100 million

100.0%BANDAI NAMCO
Arts Inc.

¥2,182 million

100.0%¥300 million

100.0%

US$ 10100.0%

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

100.0%

Pure holding company in Europe£ 60,000 thousand

100.0%

Pure holding company as regional
headquarters in Europe

HK$ 103,000 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

SUNRISE INC.
BANDAI NAMCO
Holdings USA Inc.
BANDAI NAMCO
Holdings France
S.A.S.
BANDAI NAMCO
Holdings UK LTD.
BANDAI NAMCO
Holdings ASIA CO.,LTD.
BANDAI NAMCO
Holdings CHINA CO.,LTD.

(Notes) 1. BANDAI NAMCO Amusement Inc. carried out a capital reduction of 9,900 million yen in
March 2021.
2. SUNRISE INC. carried out a capital increase of 250 million yen in March 2021.
3. BANDAI NAMCO Holdings UK LTD. carried out a capital increase of 9,500 thousand British
pounds in September 2020.
4. There are no special wholly owned subsidiaries at the end of this fiscal year.

32

(4) Issues to be Addressed
Based on the Group’s Corporate Philosophy to provide “Dreams, Fun and Inspiration” to people
around the world through its products and services as a member of society, the Group will respond to
demands and expectations from society and customers 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 orcancellation of events and an associated impact on promotion, an impact on the development andproduction schedule of products, services and visual products, an impact on the manufacturing schedule,
and the closure of amusement facilities or the like. The Group gives the highest priority to the safety of
its various stakeholders such as employees, their families and the Group’s customers and will 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 eachcountry and region, and response 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 through enhanced 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 for continued medium- and long-term growth based on
the IP axis strategy and push forward with strategies corresponding to the issues in the next Mid-term
Plan scheduled to start from April 2022.
(i)

Issues to be Addressed Group-wide

To Fulfill our Corporate Social Responsibility (CSR)
Guided by our vision of becoming “The Leading Innovator in Global Entertainment,” the Group’s
mission is to continue to provide “Dreams, Fun and Inspiration” to people around the world throughits various products and services that utilize IP. We believe that the Group’s raison d’être is tocontribute to the creation of a world where people throughout the world can communicate in waysthat transcend the barriers of national borders and languages through IP.
To continue to provide “Dreams, Fun and Inspiration” through entertainment to people throughout
the world, in addition to setting themes which need to be particularly focused on across the Group as
the “Important CSR Themes,” the Group has formulated not only the CSR initiatives, which crosscut
the entire Group and include three types of responsibilities―environmental and social responsibilities,
economic responsibilities, and legal and ethical responsibilities (compliance)―but also the Group
Compliance Charter as a code of conduct to be complied with by all Group employees. In accordancewith these principles, the “Group CSR Committee” and its task force, the “Group CSR Subcommittee,”as well as the “Group Risk Compliance Committee,” the “Group Information Security Committee,”and the “Internal Control Committee” hold meetings and have been striving to continuously
implement a range of measures such as educational activities inside the Group with the aim of raisingawareness in the Group. In addition, by the executives of the Group themselves taking various
opportunities to deliver messages on the Group’s Corporate Philosophy and the responsibility andpride of being involved in entertainment, the Group has been striving to deepen understanding within
the Group itself.
<Formulation of the BANDAI NAMCO Group Sustainability Policy (April 2021)>
The Group has formulated the “BANDAI NAMCO Group Sustainability Policy” to, under the IP
axis strategy, work with fans to promote sustainability activities corresponding to social issues thatshould be addressed by the Group in order to fulfill our responsibility as a member of society inrealizing a sustainable society. Furthermore, as part of the policy, we will promote the identificationof material issues for activities toward the next Mid-term Plan (reselection of Important Themes),and establish targets for reducing energy-related carbon dioxide emissions and work towardachieving the targets.

33

<The BANDAI NAMCO Group Sustainability Policy>
Under the IP axis strategy, we will work with fans to promote sustainability activities corresponding
to social issues that should be addressed by the Group.
Targets for Decarbonization
TargetBy 2050
Reduce the amount of energy-related carbon dioxide emissions at Groupbusiness sites (offices, owned plants, directly operated amusement facilities,etc.) to net-zeroMid-term target

By 2030

A 35% reduction compared with fiscal year ended March 2020 (a 50%
reduction compared with fiscal year ended March 2014) in energy-related
carbon dioxide emissions at Group business sites
Main initiatives

Further promotion of energy-saving measures and introduction of renewableenergy, etc.

To Further Strengthen the IP Axis Strategy
The Group will strive to further accelerate the evolution of its IP axis strategy in order to respondto changes in the environment such as the emergence of oligopolies in the distribution and media
fields, the widespread penetration of networks, increasingly diverse platforms, technologicalimprovements, and intensifying competition in the global market. With regard to creation of new IP,
the “IP Production Unit,” which is a new Unit whose mission is to create IP, will work to strengthen
the capability to create IP through collaboration with various businesses of the Group and external
partners. We will strengthen our capability for new IP creation in various ways including the creationof product and service-originated IP and visual product-originated IP, the utilization of the “BANDAI
NAMCO Content Fund,” which invests with a focus on overall optimization, and collaboration withpartner companies and creators through the “DREAM SUPPORT PROJECT,” which supports nextgeneration creators. To maximize IP value, we will promote collaboration among businesses andcross-functional projects in the Group, create and develop new businesses, expand the regions for
product and service roll-out, and respond swiftly to new platforms.
To promote the initiatives to create IP and maximize IP value, the Group will proactively makeinvestments. Furthermore, with a focus on overall optimization of the Group, we will strengthen the
IP axis strategy over the medium and long term, with a focus on strategic efforts across the Groupsuch as the worldwide distribution of long-established IP products such as the Mobile Suit Gundam
series and the DRAGON BALL series, and new IP creation projects. In addition to these, 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 and government 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 the Groupto maintain continued medium- and long-term growth. In order to conduct businesses in the Americas,
Europe, and Asia according to the characteristics of each region, we have built a system in which
regional headquarters companies and each regional company will work as one to address issues underthe ALL BANDAI NAMCO concept. Going forward, the Group will further strengthen thecollaboration among businesses in response to the reorganization of the Group and work to strengthen
its IP portfolio through such measures as developing IP originating in each region in addition to the34overseas distribution of IP products and services originating in Japan. With regard to the Chinese
market, which is positioned as a key region, the Group has strengthened the foundations to work as
one to address issues under the ALL BANDAI NAMCO concept while also initiating work for a fullscale business expansion by coordinating closely with local partner companies instead of working
alone. Furthermore, with the aim of developing global human resources, the Group 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 the options
concerning entertainment and speedier changes in preferences and lifestyles of customers, as well as
increasingly intense competition on a global scale. The Group will proactively work on new value
creation, response to new platforms, and business model reforms according to preferences andlifestyles of customers, without being bound by traditional business models. The Group will promotethese efforts by coordinating closely with Japanese and foreign partner companies, creators, etc.
(ii) Issues Specific to Each UnitEntertainment Unit
<Digital Business>
This Unit’s industry is facing issues that include “increasingly diverse platforms,” “technologicalimprovements of networks, etc.,” “increasingly diverse customer needs” and “rising costs fordevelopment investment.” To address these issues, in the development of products and services, it will
target long-term development of products/services through continuous customer-oriented measures,
including the development of titles carefully selected with a strong emphasis on quality, the offeringof value even after release through updates and additional content, and the holding of events. In
addition, it will offer titles suited to the characteristics of each platform and use new platform launches
as opportunities to capture new customers. It will also endeavor to create new entertainment andbusiness models that respond to technological improvements of networks, etc., over and above theboundaries of existing operations and products/services. In addition, it will further strengthen
technological research 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 domestic market due to the fallingbirthrate,” “increasingly diverse customer needs” and “geographic concentration of productmanufacturing.” 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 medium- and long-term growth by implementing initiatives suchas expanding the business in products for the mature fan base, making a full-scale business expansion
in the Chinese market, and strengthening e-commerce sales. In addition, on the development andproduction side, through improvements in the value chain, this Unit will work to make its productdevelopment more competitive 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 andthe quality and safety standards set by the industry by enhancing quality and safety through various
initiatives including the establishment of our own stricter quality standards and the implementation of
periodic C.O.C. (Code of Conduct) audits on the factories of contracted manufactures. This Unit hasestablished its own product manufacturing operations in multiple countries, including Japan, Thailand,
the Philippines, and Vietnam, and in addition, it strives for a wide distribution of geographic locations
for contracted manufacturing on the strict precondition of never compromising quality standards.
IP Production Unit
<Visual and Music Business/Creation Business>

35

This Unit’s industry is facing issues such as “intensification of competition in IP creation,”“increasingly diverse customer needs” and “development of excellent human resources.” To addressthese issues, it consolidates the studio function and the production function to strengthen the morediverse capabilities to create IP which enable it to produce a synergy effect through collaboration not
only within the Unit but also with various businesses of the Group and external partners. In addition,
it will invest aggressively in enhancing our visual production and production technologies and strive
to make creators permanent employees and nurture their talents. It will also work to create newentertainment that fuses visuals, music, and live events and digital technology.
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 business andthe amusement machines business, it will conduct a uniquely BANDAI NAMCO style of businessdevelopment in such ways as utilizing IP along with the resources of the businesses of the Group, andwork to build a strong business foundation to generate earnings stably under a more unified framework
for collaborating with the Group’s other businesses. As the Group’s important point of contact withcustomers under the IP axis strategy, the Unit will also fulfill the role of selling the products andservices of the Group, promoting IP and collecting information on customer needs.
We ask for our shareholders’ further assistance and guidance.
(Note) “(4) Issues to be Addressed” is described in the new business segments that took effect on
April 1, 2021.

36

(5) Principal Business Offices of the Group (As of March 31, 2021)(i)

The Company
Head Office

5-37-8 Shiba, Minato-ku, Tokyo(ii) Principal Subsidiaries
BANDAI CO., LTD.
BANDAI NAMCO Entertainment Inc.
BANDAI NAMCO Amusement Inc.
BANDAI NAMCO Arts Inc.
SUNRISE INC.
BANDAI NAMCO Holdings USA Inc.
BANDAI NAMCO Holdings France S.A.S.
BANDAI NAMCO Holdings UK LTD.
BANDAI NAMCO Holdings ASIA CO., LTD.
BANDAI NAMCO Holdings CHINA CO., LTD.

Taito-ku, Tokyo
Minato-ku, Tokyo
Minato-ku, Tokyo
Shibuya-ku, Tokyo
Suginami-ku, Tokyo
California, U.S.A.
Puteaux, France
London, U.K.
Hong Kong, China
Shanghai, China(6) Outline of Employees (As of March 31, 2021)(i)

Employees of the Group
Business Segment

Number of Employees

Change from the End ofPrevious Fiscal Year
Increase of 132(Decrease of 730)

Toys and Hobby Business
3,191(2,012)
Network Entertainment
2,971
(609)
Increase of 314(Increase of 24)
Business
Real Entertainment Business
1,564(5,611)
Decrease of 67(Decrease of 695)
Visual and Music Production
405(19)
Increase of 30(Increase of 4)
Business
IP Creation Business
462(4)
Increase of 59(Increase of 2)
Other Businesses
871
(913)
Increase of 27(Increase of 46)
Corporate (Common)
86(1)
Increase of 3
(Increase of 1)
Total
9,550
(9,169)
Increase of 498(Decrease of 1,348)(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 partially changed its classification of business segments in this fiscal year, thechanges in the number of employees from the end of the previous fiscal year indicate thedifference calculated by subtracting the numbers in the previous fiscal year that have been
restated according to the classification of business segments after the change.
4. The number of employees listed for “Corporate (Common)” is the number of employees in theadministration sectors, etc. of the Company, BANDAI NAMCO Holdings USA Inc., BANDAI
NAMCO Holdings France S.A.S., BANDAI NAMCO Holdings UK LTD., BANDAI NAMCO
Holdings ASIA CO., LTD., and BANDAI NAMCO Holdings CHINA CO., LTD.

37

(ii) Employees of the Company
Change from the End
Average Years of
Average Ageof Previous Fiscal Year
Service25 (–)
Increase of 1 (–)
45.7
17.8
(Notes) 1. The number of employees refers to the employees actually at work.
2. The average number of temporary personnel employed for this fiscal year is presented
separately in parentheses.
3. In calculating the average years of service, with respect to the employees who have transferredfrom other Group companies to the Company, the aggregate number of each employee’s yearsof service at each company is used for calculation.
Number of Employees(7) Principal Lenders (As of March 31, 2021)
Lenders
MUFG Bank, Ltd.
Sumitomo Mitsui Banking Corporation
Mizuho Bank, Ltd

Amount¥7,255 million¥7,125 million¥6,156 million(8) Other Important Matters of the GroupNot applicable.

38

2. Current Status of the Company(1) Status of Shares (As of March 31, 2021)(i)

Total Number of Shares Issuable:(ii) Total Number of Issued Shares:(iii) Number of Shareholders:

1,000,000,000 shares
222,000,000 shares

33,495 (Decrease of 1,068 from the end of the previous fiscal year)(iv) Major Shareholders (Top 10 Shareholders)Number of
Shares Held

Shareholding Ratio(%)

34,710,400

15.78

17,339,900

7.88

JP MORGAN CHASE BANK 380815

10,780,000

4.90

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

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

KOREA SECURITIES DEPOSITORY-SAMSUNG
3,348,000
1.52
STATE STREET BANK WEST CLIENT-TREATY
3,242,002
1.47505234(Notes) 1. The shareholding ratio is calculated after reduction of the number of treasury stocks(1,999,265 shares).
2. Out of the above number of shares held, the numbers of shares relating to the trust
business are as follows:
The Master Trust Bank of Japan, Ltd. (Trust account)
33,401,400 shares
Custody Bank of Japan, Ltd. (Trust account)
16,770,300 shares
The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust. MUFG Bank,4,586,100 sharesLtd. 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 the shares 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.

39

(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––40

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

Directors and Audit & Supervisory Board Members (As of March 31, 2021)
Title

Responsibilities in the Company and
Major Concurrent Positions

Name

President and Representative Mitsuaki Taguchi
Director
Executive Vice President and Masaru Kawaguchi
Director
Director

Shuji Ohtsu

Director

Yuji Asako

Director

Yasuo Miyakawa

Director

Hitoshi Hagiwara

Director

Kazumi Kawashiro

Director

Makoto Asanuma

Director

Yuzuru Matsuda

Director

Satoko Kuwabara

Director

Mikiharu Noma

Director

Koichi Kawana

Full Time Audit &Supervisory Board Member
Full Time Audit &Supervisory Board Member
Audit & Supervisory Board
MemberMasataka Nagaike

Audit & Supervisory Board
MemberKatsuhiko Kamijo

Responsible for Toys and Hobby Unit
President and Representative Director of BANDAI CO.,LTD.
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.
Division General Manager of the Corporate Planning
Division
Responsible for Network Entertainment Unit
President and Representative Director of BANDAI
NAMCO Entertainment Inc.
Responsible for Real Entertainment Unit
President and Representative Director of BANDAI
NAMCO Amusement Inc.
Responsible for Visual and Music Production Unit
President and Representative Director of BANDAI
NAMCO Arts Inc.
Responsible for IP Creation Unit
President and Representative Director of SUNRISE INC.
Chairman of SUNRISE SHANGHAI CO., LTD.
Outside Director of KUBOTA Corporation
Outside Director of JSR Corporation
Attorney-at-Law
Partner of GAIEN PARTNERS
Outside Auditor of Unicafe Inc.
Outside Audit & Supervisory Board Member of Nippon
Yusen Kabushiki Kaisha
Professor at Graduate School of Business
Administration, Hitotsubashi University Business School
Outside Auditor of Nice Corporation
Outside Director (Audit and Supervisory Committee
Member) of COMSYS Holdings Corporation
Outside Director of TOKYO ELECTRON DEVICE
LIMITED
External Director of RENOVA, Inc.

Toru Shinoda

Certified Public Accountant

Osamu Sudoh

Attorney-at-Law
Partner 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
Certified Public Tax Accountant
Outside Audit & Supervisory Board Member of The
Resolution and Collection Corporation

41

(Notes) 1. Directors Yuzuru Matsuda, Satoko Kuwabara, Mikiharu Noma and Koichi Kawana 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 and accounting
necessary to engage in such bankruptcy issues.
5. Audit & Supervisory Board Member Katsuhiko Kamijo is a certified public tax accountant andhas considerable knowledge of finance and accounting.
6. The Company has appointed Outside Directors Yuzuru Matsuda, Satoko Kuwabara, Mikiharu
Noma and Koichi Kawana 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 thenotification regarding their appointments.
7. President and Representative Director Mitsuaki Taguchi took office as Chairman and Director
on April 1, 2021.
8. Executive Vice President and Director Masaru Kawaguchi retired from office as President andRepresentative Director of BANDAI CO., LTD. on March 31, 2021, and took office as
President and Representative Director of the Company and Chairman & Director of BANDAI
CO., LTD. on April 1, 2021.
9. Director Hitoshi Hagiwara retired from office as President and Representative Director of
BANDAI NAMCO Amusement Inc. on March 31, 2021, and took office as Chairman &Director of BANDAI NAMCO Amusement Inc.
10. Director Kazumi Kawashiro retired from office as President and Representative Director of
BANDAI NAMCO Arts Inc. on March 31, 2021.
(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 or supervisory
position of the Company and its subsidiaries are the insureds and the purpose of which is tocompensate for damage arising from damages under law and court costs incurred by the insureds due
to claims for damages filed by shareholders or third parties. The full amount of the insurance
premiums is borne by the Company. However, there are some exemptions such as that nocompensation is to be made if damage is caused by an act committed with the knowledge that suchact violates a law or regulation.
(v)

Directors and Audit & Supervisory Board Members Who Retired or Were Dismissed During
This Fiscal Year

Not applicable.

42

(vi) Remuneration, etc. Paid to Directors and Audit & Supervisory Board Membersa.

Total Amount of Remuneration, etc., Paid During This Fiscal Year
Total
Amount(Millions ofyen)

Fixed remuneration
Variable remuneration
Monetary Compensation
Non-monetary
Compensation
Base Remuneration
Performance-based Performance-based
Bonuses
Stock Compensation
Number of
Total Number of Total Number of Total
PeopleAmount People Amount
People Amount(Millions ofyen)(Millions ofyen)(Millions ofyen)

Directors
546
8
220
3
224
3
101
(Outside Directors)
(51)
(4)
(51)
(–)
(–)
(–)
(–)
Audit & Supervisory
67
4
67
–
–
–
–
Board Members(Outside Audit &Supervisory Board
(43)
(3)
(43)
(–)
(–)
(–)
(–)
Members)
Total
614
12
288
3
224
3
101
(Outside Directors
and Outside Audit &
(94)
(7)
(94)
(–)
(–)
(–)
(–)
Supervisory Board
Members)(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 resolvedthat the remuneration limit for Directors is 850 million yen per fiscal year (of which 60 million
yen is the limit for Outside Directors), and that of the 850-million-yen remuneration limit, 400
million yen is for the limit for base remuneration and the remaining 450 million yen is the limit
for cash bonus. The number of Directors as of the close of the Ordinary General Meeting of
Shareholders was 10 (of which, three were Outside Directors). It was also resolved at theThirteenth Ordinary General Meeting of Shareholders held on June 18, 2018 that, in addition
to that remuneration limit, the Company will provide monetary compensation claims and cash
for delivering common stock of the Company as performance-based stock compensation, withan upper limit that is the amount obtained by multiplying 45,000 shares by the Delivery Share
Price per year. The number of Directors as of the close of the Ordinary General Meeting of
Shareholders was 11 (of which, three were Outside Directors). The Delivery Share Price is theclosing 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 fordelivering 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 each evaluation fiscal year (if the Company’s shares were not tradedon that day, the closing price on the last day the shares were traded prior to that).
3. 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 theCompany on the Tokyo Stock Exchange on March 31, 2021, and when making actual payment,
the Delivery Share Price will be applied.
4. 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
June 25, 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.
5. Each Director contributes a fixed proportion of the above base remuneration to the shareholding
association for directors and officers to purchase the Company’s shares and continues to holdsuch shares during his or her term of office.

43

6. 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
6,700 shares to three Directors.
b.

Policy and Procedures for Decisions on Remuneration, etc. for Directors
The details of the policy for decisions on remuneration, etc. for Directors are as follows:(i)

Basic policy

The remuneration system for Directors excluding Outside Directors of the Company has asits basic policy the creation of a remuneration framework which provides sustainable growth for
the Company and improves the Company’s corporate value in the medium and long term, bybringing out a healthy sense of entrepreneurship in its Directors while taking into account whatlevel of remuneration will enable the Company to secure and retain top grade personnel, throughpromoting sharing of value with the shareholders and ensuring an adequate level of objectivity
and transparency to fulfil its accountability obligations. Specifically, the remuneration
framework comprises the base remuneration as fixed remuneration and performance-based
bonuses and performance-based stock compensation as variable remuneration.
Remuneration for Outside Directors of the Company comprises base remuneration only, toensure their independence from the Company, and the amount of remuneration for each Outside
Director is determined at the Board of Directors Meetings.
Based on advice from the Personnel Committee, in the fiscal year ending March 2022, theCompany continues to adopt the remuneration system under the previous Mid-term Plan (forthree 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 shall be 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 Shareholdersof 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 anindicator 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. Performance-based
bonuses of the Company shall be paid according to the consolidated operating profit of theGroup for each fiscal year, in an amount determined within a limit of the smaller of (i) 450
million yen as the limit for cash bonus per year pursuant to the resolution 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 thepredetermined base amount. For Executive Directors other than the President andRepresentative 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 shall be 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) shall only be paid when the consolidated
operating profit of the Group is 60,000 million yen or more, and whether compensation is paid

44and what baseline is set shall be determined for each fiscal year. Under the framework, thenumber of reference share units shall be predetermined for each job rank, and common stock of
the Company and cash corresponding to the number of payment share units, which has been
finalized based on the degree of achievement of the consolidated operating profit target, shallbe delivered or paid. Furthermore, the performance-based stock compensation shall 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 are aggregated and analyzed by an external specialist
organization, setting objective benchmarks in light of the scales of the Company’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 proportionof medium- to long-term remuneration in variable remuneration. If the predetermined basebusiness performance has been achieved, the ratio of fixed remuneration to variable
remuneration in annual total remuneration shall be about 50:50, and the proportion in annual
total remuneration of stock-based remuneration, that is, the sum of the contribution of a fixedproportion of the base remuneration to the shareholding association for directors and officers
and performance-based stock compensation, shall be slightly more than 20%.
(vi)

Procedures for decisions on remuneration

The policy for remuneration, the remuneration framework, and the structure for
performance-based remuneration for Directors excluding Outside Directors of the Company
shall be decided at Board of Directors Meetings 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 elicit Outside Directors’ adequate
participation and appropriate advice.
c.

Business Performance Targets, Results, and Payment Ratio, etc. Concerning Variable
Remuneration for This Fiscal YearThe baseline business performance for performance-based bonuses (meaning the amount ofconsolidated operating profit at which the base amount is paid) and the baseline amount ofconsolidated 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, 2021 was 84,654 million
yen, and the percentage achieved against the baseline business performance for this fiscal year
was 141%; therefore, the payment ratio of performance-based bonuses (portion based on
evaluation on the consolidated operating profit of the Group) was 200% and the payment ratioof performance-based stock compensation was 100%.

d.

Reason Based on Which the Board of Directors Determined That Contents of Remuneration,etc. of Individual Directors for This Fiscal Year Are Consistent with the Decision Policy
When determining contents of remuneration, etc. of individual Directors, the Personnel
Committee examines the original proposal from diverse viewpoints, including consistency withthe decision policy, and thus the Board of Directors respects the opinions of the Committee andconsiders that it is basically consistent with the decision policy.

e.

Policy and Procedures for Decisions on 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, considering thatthey bear the duty to audit the execution of all businesses across the Group. The amount of45

remuneration for each Audit & Supervisory Board Member is determined by the Audit &Supervisory Board Meetings.
(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 41 and 42.
Moreover, there are no special relationships between the Company and the entities with which
Outside Directors and Outside Audit & Supervisory Board Members have concurrent positions.
b. Main Activities in This Fiscal Year
(Directors)
Board of Directors Meetings(Held 18 times)
Number of
Meetings
Attendance Rate
Attended

Overview of Duties Performed Regarding ExpectedRoles
We expect that he will utilize the insight gained fromhis experience of being involved in management as thehead of a company to fulfill a role in which, from an
objective standpoint independent of the management
team, he proactively provides advice in a variety ofcontexts, including the formulation of management
strategy of the Company, and drives decision-making
on the appointment and remuneration of the
management team members that is based on objective
and reasonable evaluation of their businessperformance.

YuzuruMatsuda18

During this fiscal year, he proactively provided advice
on overall management at Board of Directors
Meetings, etc., based on his wealth of experience andviewpoints from his time as a corporate manager. In
addition, he attended all of the Personnel Committee
meetings held seven times during this fiscal year as thecommittee chair and was involved in deliberations
regarding the appointment and remuneration of the
management team members, and contributed todecision-making on the appointment and remunerationof the management team members based on objective
and reasonable evaluation of their businessperformance. 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 Boardof Directors from an objective perspective.

100.0%

46

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

Overview of Duties Performed Regarding ExpectedRoles
We expect that she will utilize the insight gained fromher many years of experience as an attorney-at-law tofulfill 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 and remuneration of the
management team members that is based on objective
and reasonable evaluation of their businessperformance.

SatokoKuwabara

18

During this fiscal year, she proactively provided
advice at Board of Directors Meetings, etc., mainly
from a legal risk perspective, based on her wealth ofexperience and viewpoints from her time as an
attorney-at-law. In addition, she attended all of the
Personnel Committee meetings held seven times
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 to decision-making on theappointment and remuneration of the management
team members based on objective and reasonableevaluation 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 froman objective perspective.

100.0%

47

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

Overview of Duties Performed Regarding ExpectedRoles
We expect that he will utilize the profound scholarly
knowledge accumulated throughout his many years ofstudy and teaching activities in the field of corporate
strategy to fulfill a role in which, from an objective
standpoint independent of the management team, hesupervises management of the Company from a
corporate strategy perspective, and in addition, drives
decision-making on the appointment and remunerationof the management team members that is based on
objective and reasonable evaluation of their businessperformance.

Mikiharu
Noma

18

During this fiscal year, he proactively provided advice
at Board of Directors Meetings, etc., mainly from a
corporate strategy perspective, based on his profoundscholarly knowledge and viewpoints from his time
accumulated throughout his study and teachingactivities in the field of corporate strategy. In addition,
he attended all of the Personnel Committee meetings
held seven times 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 to decision-making on
the appointment and remuneration of the management
team members based on objective and reasonableevaluation 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 theappropriate functioning of the Board of Directors froman objective perspective.

100.0%

48

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

Overview of Duties Performed Regarding ExpectedRoles
We expect that he will utilize the insight gained fromhis experience of being involved in management as thehead of a company and his extensive experience
working overseas to fulfill a role in which, from an
objective standpoint independent of the management
team, he proactively provides advice in a variety ofcontexts, including the formulation of management
strategy, overseas strategy in particular, of theCompany, and drives decision-making on theappointment and remuneration of the management
team members that is based on objective andreasonable evaluation of their business performance.

KoichiKawana18

During this fiscal year, he proactively provided advice
on management strategy, overseas strategy inparticular, at Board of Directors Meetings, etc., basedon his wealth of experience and viewpoints from histime as a corporate manager. In addition, he attended
all of the Personnel Committee meetings held seventimes during this fiscal year as a committee member
and was 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 reasonableevaluation 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 theappropriate functioning of the Board of Directors froman objective perspective.

100.0%

49

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

Toru
Shinoda

Osamu
Sudoh

KatsuhikoKamijo18

1718

100.0%

94.4%

100.0%

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

14

14

14

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

100.0%

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

100.0%

Provided advice and proposals by giving
opinions, etc. primarily from his position
as an attorney-at-law to ensure theappropriateness and validity of decisionsof the Board of Directors and the Audit &Supervisory Board.

100.0%

Provided advice and proposals by giving
opinions, etc. from his profound scholarly
knowledge and perspective accumulated
through his wealth of experience as
certified public tax accountant to ensure
the appropriateness and validity ofdecisions of the Board of Directors andthe Audit & Supervisory Board.

(Note) In addition to the Board of Directors Meetings held as stated above, one written resolution
was adopted, which is deemed to constitute a resolution by the Board of Directors pursuant to
the provisions of Article 370 of the Companies Act and the provisions of the Articles ofIncorporation.
c. Total Amount of Remuneration, etc. Paid to Directors and Audit & Supervisory Board Membersby the Parent Company and Subsidiaries, etc.
Not applicable.

50(3) Accounting Auditors
Name: KPMG AZSA LLC(i)(ii) Amount of Remuneration, etc.
Amount of Remuneration, etc.
Amount of Remuneration, etc. for Accounting Auditors¥88 million
for This Fiscal Year
Total in Money and Other Financial Benefits to Be Paidby the Company and Its Subsidiaries to Accounting¥320 million
Auditors(Notes) 1. BANDAI NAMCO Holdings USA Inc., BANDAI NAMCO Holdings France S.A.S., BANDAI
NAMCO Holdings UK LTD., BANDAI NAMCO Holdings ASIA CO., LTD., and BANDAI
NAMCO Holdings CHINA CO., LTD., among major subsidiaries of the Company, are audited(within the meaning of being audited as required by the Companies Act and Financial
Instruments and Exchange Act or the equivalent laws and regulations in other countries) byaudit 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 no clear
distinction between the amount of remuneration, etc., for audits under the Companies Act andthat 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 the previous
fiscal year, and reviewed the sufficiency of the audit plan for this fiscal year as well as theappropriateness of the time for audit planning, the staffing plan, and the hourly rate. As a result,the Audit & Supervisory Board concluded that the Accounting Auditor remuneration isappropriate and gave its consent to the remuneration in accordance with Article 399, Paragraph
1 of the Companies Act.
(iii) Non-Auditing Operations
The Company paid the Accounting Auditor consideration for advisory services concerning
preparations for the adoption of the Accounting Standard for Revenue Recognition, which is outside
the scope of the services prescribed in Article 2, Paragraph 1 of the Certified Public Accountants Act.
(iv) Policy on Removal or Non-Renewal of an Accounting Auditor
If the Audit & Supervisory Board judges that action is necessary, such as in cases where the
Accounting Auditor’s execution of its duties is impeded, the Audit & Supervisory Board will
determine the contents of a proposal to be submitted to the General Meeting of Shareholders
regarding the removal or non-renewal of the Accounting Auditor.
In addition, if the items stipulated in the matters set forth in Article 340, Paragraph 1 of theCompanies Act are deemed applicable to the Accounting Auditor, the Accounting Auditor will be
removed based on the agreement of all Audit & Supervisory Board Members. If this occurs, an
Audit & Supervisory Board Member selected by the Audit & Supervisory Board will report the factof 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.

51(4) Systems for Ensuring the Properness of Operations and Operating Status of the Systems(As of March 31, 2021)
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 are familiar
with them, and always pay due attention to ensure they carry out their duties lawfully and fairly.
b. Directors of the Company shall report periodically to the Board of Directors on the structure andoperating status of internal control systems.
c. The Company shall install a Director in charge of compliance who is responsible for supervisionof 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 withinternal regulations.
d. Should violations of compliance or suspicions thereof occur within the Group, the Company shallimmediately convene the Group Risk Compliance Committee with the Company’s President andRepresentative 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 sections in the
Company and its major subsidiaries to work towards maintaining the properness of execution ofoperations 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 andother documents, and (ii) appropriate safekeeping and management of important documents
including documents circulated for approval in each department. The Company shall have asystem 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 andpreservation of information.

52

(iii) Regulations Concerning Management for Risk of Loss of the Company and Its Subsidiaries andOther Systems
a. The Company shall establish regulations concerning risk management and compliance as a partof 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 the basic policy for a
Business Continuity Plan (BCP) for the Group, and formulate a BCP for the Group and organizea Business Continuity Management (BCM) system to achieve rapid recovery and restart ofoperations. Directors and employees of the Company and its subsidiaries shall be made aware ofthis.
(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 core company in charge of each Unit in order to improve efficiency ofbusiness operations based on the division of duties, chain of command structure, authorities andcompetencies, decision making frameworks and other regulations regarding structure within theGroup.
b. The Company shall formulate a Mid-term Plan with a period of three business years for the entire
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 and decision
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 to revisions
to laws and regulations and changes in the social context surrounding the Group, and shall ensurethat the contents of the Charter are made thoroughly known to Directors, etc. and employees of
the Company and its subsidiaries through distributing the Compliance Book and through training.
b. The Company and its subsidiaries shall endeavor to improve and standardize business processes
considering the importance of effectiveness and efficiency in business operations, and shallevaluate and operate internal controls on financial reporting based on related laws and regulations,
etc.

53

(vii) Matters Regarding Employees Required by Audit & Supervisory Board Members to Assist Their
Duties, and Matters Regarding the Independence of Such Employees from the Board of
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 toensure 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 theCompany’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, othermatters likely to have a major impact on the Company and the Group, and matters related to thecurrent 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 the Company
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 an internalreporting 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 the Group
Risk Compliance Regulations and make it thoroughly known to Directors, etc. and employees of
the Company and its subsidiaries.
(xi) Matters Regarding Policies Pertaining to Procedures for Advance Payments or Reimbursementof Expenses Arising in the Performance of Duties by Audit & Supervisory Board Members andOther Payment of Expenses and Liabilities Arising in the Performance of 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 theperformance of his or her duties, excluding cases where they were not considered necessary forthe performance of said duties.

54

(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 can meet
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 are systems inplace wherein Audit & Supervisory Board Members of subsidiaries report periodically to the
Audit & Supervisory Board Members of the Company.

55

Operating Status of Systems for Ensuring the Properness of Operations
The overview of the operating status of the above-mentioned systems for ensuring the properness ofoperations 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 regularmonitoring and evaluation of internal controls and reports to the Board of Directors as internal
control reports. Improvements are implemented based on these reports. The appropriateness andreliability of evaluations of internal controls are ensured by having Internal Audit Divisions
established at the Company and its major subsidiaries conduct appropriate internal audits.

2.

Compliance and Risk Management
In order to ensure abidance of laws, respect of ethical behavior, and compliance with internal
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 aCompliance Book. In addition, the Director in charge of compliance of the Company strives tostrengthen the compliance systems by carrying out management of the overall compliance of theGroup and periodical training using e-learning tools and other programs. The Company also
investigates the degree of actual awareness through distributing surveys on complianceawareness to all employees of the Company and its major subsidiaries and strives to enhancecompliance awareness by sharing the results of the survey with each subsidiary director in chargeof compliance. Furthermore, the Company has established and operates a whistle-blowing
system to provide a point of contact for internal and external consultations and an Audit &Supervisory Board Members Hotline to allow direct reporting to Audit & Supervisory Board
Members. The Company and its major subsidiaries have also included provisions in their internal
regulations to ensure the protection of whistleblowers.
For risk management, the Company and its subsidiaries have established guidelines on risk
management and have formulated and operate a Business Continuity Plan (BCP) and a BusinessContinuity Management (BCM) system for the Group. The Company is working to ensure that
Directors, etc. and employees of the Company and its subsidiaries are well aware of theseguidelines and systems. In addition, as part of the measures to prevent the spread of COVID-19,
the Company established a crisis management committee dedicated to preventing the spread of
COVID-19, whose participating members include persons in charge of the related departments
and the Company’s Directors, and the committee is regularly sharing information and holding
discussions on future policies. The committee disseminates the results of its meetings throughout
the Group, and each company is promoting initiatives in line with policies decided by thecommittee.
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 toensure a quick and appropriate response. Every month, the Group Compliance Committee
Secretariat reports to the Board of Directors any information on compliance and risk and how
they have been managed in the Company and its subsidiaries.

3.

Subsidiary Business Management
The Company assigns each subsidiary into five Units categorized by business segment, andappoints a Director and core company in charge of each Unit in order to improve efficiency ofbusiness operations based on the division of duties, chain of command structure, authorities andcompetencies, decision making frameworks and other regulations regarding structure within theGroup. The Group Business Report Meetings (held three times this fiscal year) and the GroupManagement Meetings (held 12 times this fiscal year) are convened regularly to allow

56

information sharing across the Group and facilitate discussions relating to various issues. The
Company has also established and controls a business management system at subsidiaries, witha central role played by the Company’s Corporate Planning Department, and monitors progress
every month through a review of the Mid-term Plans and business performance across the Groupand at each Unit. In addition, the Company’s Internal Auditing Division efficiently monitors theGroup’s internal controls through regular 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 to ensurethat Directors carry out their duties in a fair and legal manner. The Company has appointed anumber of independent Outside Directors and actively exchanged ideas with them at the Boardof Directors Meetings and executive training sessions in order to strengthen 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 the effectiveness 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 (excluding written resolutions) and the Independent
Directors and Audit & Supervisory Board Members Committee meeting was held once.

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 the Group
Business Report Meetings, and audit the execution of duties by Directors and compliance withlaws and regulations and the Articles of Incorporation. The Audit & Supervisory Board Meetings
convened 14 times this fiscal year, allowing the Audit & Supervisory Board Members to
exchange opinions and share information on important matters. 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 andefficient.

57

(5) Basic Policy Concerning Control of the Company(i)Content of Basic Policy

The Corporate Value of the Group
Guided by our vision of becoming “The Leading Innovator in Global Entertainment,” the Groupmission is to continue to offer “Dreams, Fun and Inspiration,” through its products and services thatutilize IP, to people throughout the world.
Emerging victoriously in the global competition of the fast-changing world of entertainment
requires not only construction of a solid management foundation but also the creation of entertainment
constantly predicting the changes of times, environments and customers’ lifestyles. Such creation isclosely linked to raising the corporate value of the Company.
Therefore, in determining what and how a person or entity controlling decisions on the financial
and business policies should be, the Company should take the enhancement of the corporate 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 shouldbe the one who sufficiently understands the importance of the above kind of managerial vision andmission of the Group, the managerial resources, such as human resources and content, that support
the accomplishment of that vision and mission, and the importance of various stakeholders related to
the Company, and who maximizes the corporate value of the Company and its shareholders’ common
interests over the 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 the Company’s
corporate value for such reason, such person or entity is inappropriate to control the decisions of theCompany’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 time required
for making decisions.
(ii) Details of Engagement
The Board of Directors of the Company, to whom the shareholders have entrusted the managementof 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 the IP
axis strategy further and achieve penetration and expansion in global markets. At the same time,
we also pursued various strategies in order to strengthen development in regions and businesses
with high growth potential going forward. The Company has changed its plan to start the next
three-year Mid-term Plan in April 2021, instead deciding to start the next Mid-term Plan in April
2022. This was because the Company determined that it was necessary to formulate the next Midterm Plan that will serve as BANDAI NAMCO’s new strategy to compete in this new era in lightof the changes in the environment and the results and challenges of the current Mid-term Plan as
customers’ lifestyles and values are expected to change significantly. The Company has positioned
the fiscal year ending March 31, 2022 as a period for formulating the next Mid-term Plan anddeveloping the business foundation and organizational structure to pursue its strategies. The Group58

is committed to pushing forward with its mid-term strategies in order to progress toward the nextstage as an entertainment corporate group and enhance its corporate value.
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 theCompany. 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 is working to strengthen
management oversight functions by stipulating in the Articles of Incorporation of the Company
that the Company should appoint at least two Outside 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 Board Members Committee with the aim ofevaluating the appropriate functioning of the Board of Directors from an objective perspective.
The Independent Directors and Audit & Supervisory Board Members Committee comprises four
independent Outside Directors and three independent Outside 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 forcontinuous monitoring in order to discern business trends more swiftly, and is making swift
decisions on restructuring businesses or withdrawing from them, based on in-house indicators. In
addition, the Group is working towards cost reductions by standardizing processes across theGroup as a whole and is promoting managerial efficiency.

Reinforcing Personnel Strategies
The Group, as a corporate group delivering “Dreams, Fun, and Inspiration,” aspires to be agroup where diverse companies and human resources of various individual characteristics canwork energetically with peace of mind. We have been working on global human resource
development, proactive personnel exchanges, establishment of systems to enable diverse humanresources to play active roles, and establishment of various systems to enable employees to workin good mental and physical health. In addition to these systems, we are promoting measures suchas systems for receiving proposals for better enabling employees to take on new challenges,
systems to support their endeavors, and initiatives to increase the Group’s productivity.



Reinforcing Sustainability Activities
The Group, as a corporate group delivering “Dreams, Fun, and Inspiration,” has defined theGroup-wide “CSR Initiatives” that include three types of responsibilities; “Environmental andSocial Responsibilities,” “Economic Responsibilities,” and “Legal and Ethical Responsibilities(compliance),” and is promoting a variety of CSR activities. In April 2021, the Group formulated
the “BANDAI NAMCO Group Sustainability Policy” to, under the IP axis strategy, work withfans to promote sustainability activities corresponding to social issues that should be addressed by
the Group in order to fulfill our responsibility as a member of society in realizing a sustainable
society. Going forward, as part of the policy, we will promote the identification of materiality
issues for activities toward the next Mid-term Plan (reselection of Important Themes), andestablish targets for reducing energy-related carbon dioxide emissions and work toward achieving
the targets.

59

Proactive IR Activities
The Company discloses information in a timely and appropriate manner in accordance with the
Financial Instruments and Exchange Act and rules prescribed by the Tokyo Stock Exchange. We
aim to be a highly transparent corporation that clearly provides our stakeholders, in particular ourshareholders, 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 the president and representative director and otherexecutives 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 theirunderstanding 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 policyof providing 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 maintain long-term and stable dividends and be more aware of capital 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 the measures toincrease the corporate value of the Group and aiming to increase the corporate value of the Group asa whole as a substantial defense against inappropriate takeovers. That said, since the Group is
entrusted by shareholders as the management of the Group, we will work on studying and developinga 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 to have decision-making power over theCompany’s financial and business policies. In concrete terms, in the event an inappropriate bidder
emerges, the management team will not take steps to guard its own interests against the takeover offerby the bidder, but will sufficiently deliberate the matter at the Board of Directors Meetings afterreferring 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 theperspective of improving corporate value first. The Company will also work to collect sufficient
information and secure necessary time, so as to be conducive to appropriate judgment by theshareholders.
(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 are rounded off tothe nearest figure.

60

Consolidated Balance Sheet(As of March 31, 2021)(Millions of yen)AmountASSETS
Current assets
Cash and time deposits
Trade receivables
Finished goods and merchandiseWork in process
Raw materials and supplies
Other current assets
Allowance for doubtful receivables
Total current assets

204,326
91,76528,99473,816
4,075
53,872(1,639)455,210

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

18,672
5,914
43,047
20,707
88,341
17,06915,94433,014
121,208
16,310407
18,707(418)
156,215
277,571
732,78261

(Millions of yen)AmountLIABILITIESCurrent liabilities
Trade payables
Provision for directors’ bonuses
Other provision
Other current liabilities
Total current liabilities

82,474
1,646
1,900
89,898
175,920

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

20,234
301
7,212
199
17,48045,428221,348

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

10,00052,232
414,487(3,905)472,814

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

51,587988(4,016)(7,438)(3,419)37,701
917
511,433
732,78262

Consolidated Statements of Operations(From April 1, 2020 to March 31, 2021)
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Foreign exchange gains
Gain on investments in deferred compensation plan
Other non-operating income
Non-operating expenses
Interest expense
Other non-operating expenses
Recurring profit
Extraordinary income
Gain on sales of fixed assets
Gain on sales of investment securities
Subsidies for employment adjustment and other related to
COVID-19
Other extraordinary income
Extraordinary loss
Loss on impairment of fixed assets
Loss on temporary store closures and other related to
COVID-19
Loss on liquidation of business
Other extraordinary loss
Profit before income taxes
Income taxes - current
Income taxes - deferred
ProfitLoss attributable to non-controlling interests
Profit attributable to owners of parent

63(Millions of yen)Amount
740,903458,897
282,006
197,352
84,654
311
1,234
480
384
1,058
229
283

3,470
512
87,612

464
307
1,373
81

2,225

11,284
3,059
1,754
1,799
24,527(1,452)

17,897
71,94023,074
48,865(28)
48,894

Consolidated Statement of Changes in Net Assets (From April 1, 2020 to March 31, 2021)(Millions of yen)
Stockholders’ equity
Common stock

Capital surplus

10,00052,004

Balance at beginning of year

Retained earnings
394,699

Treasury stock

Total stockholders’equity(3,634)453,069

Changes during the period
Cash dividends
Profit attributable to owners ofparentChange in ownership interest ofparent due to transactions with
non-controlling interests(29,220)(29,220)

48,894

48,894

5

(309)

(303)

(9)

(9)

48

270

0

0

Purchase of treasury stock
Disposal of treasury stock

222

Changes in treasury stock
accompanying changes toholdings in companies to which
the equity method is applied
Reversal of revaluation reserve
for landNet changes of items other thanstockholders’ equity

113

Total changes during the period
Balance at end of year

113

–

228

19,787(270)

19,745

10,00052,232

414,487(3,905)472,814

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

Balance at beginning of year

16,837

Deferred gains
or losses onhedges,net of tax

250

Revaluation
reserve for land,
net of tax

Foreigncurrencytranslation
adjustments(3,902)(12,321)

Remeasurements Total accumulatedof definedotherbenefit plans,
comprehensive
net of tax
income(4,639)(3,776)

Non-controllinginterests

Total net assets

5,392

454,684

Changes during the period
Cash dividends(29,220)

Profit attributable to owners ofparentChange in ownership interest ofparent due to transactions with
non-controlling interests

48,894(4,823)(5,127)Purchase of treasury stock(9)

Disposal of treasury stock

270

Changes in treasury stock
accompanying changes toholdings in companies to which
the equity method is applied
Reversal of revaluation reserve
for landNet changes of items other thanstockholders’ equity

0
(113)

(113)

–

34,749

738

–

4,883

1,220

41,592349

41,941

Total changes during the period

34,749

738

(113)

4,883

1,220

41,478(4,474)56,749Balance at end of year

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

917

511,43364

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:
89 companies(ii)

Names of Principal Consolidated Subsidiaries:
BANDAI CO., LTD., BANDAI NAMCO Entertainment Inc., BANDAI NAMCO
Amusement Inc., BANDAI NAMCO Arts Inc., SUNRISE INC., BANDAI NAMCO
Holdings USA Inc., BANDAI NAMCO Holdings France S.A.S., BANDAI NAMCO
Holdings UK LTD., BANDAI NAMCO Holdings ASIA CO., LTD., and BANDAI
NAMCO Holdings CHINA CO., LTD.

(iii) Changes in the Scope of Consolidation:
Reflector Entertainment Ltd. became a subsidiary of the Company through stock acquisition inthis fiscal year and is now included in 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 the scaleof 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 Companyof 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.

(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 the exclusionof the company from the application of the equity method would have little, and no material
impact on the consolidated financial statements of the Company and it seemed unimportant as65

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 differs fromthe consolidated closing date, then the financial statements for the fiscal year of that company
are used.
3. Information Concerning the Fiscal Year, etc. for Consolidated Subsidiaries
The closing date for BANDAI (SHENZHEN) CO., LTD., BANDAI NAMCO (SHANGHAI) CO.,LTD., BANDAI NAMCO Holdings CHINA CO., LTD., BANDAI NAMCO Entertainment(SHANGHAI) CO., LTD., BANDAI NAMCO Toys & Hobby (SHANGHAI) CO., LTD., SUNRISESHANGHAI CO., LTD, and BANDAI NAMCO Amusement (SHANGHAI) CO., LTD. isDecember 31, and their financial data as of that closing date is used. The closing date for BANDAICORPORACION MEXICO, S.A. de C.V. is December 31, and its financial data is based on aprovisional 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 importanceoccur between the reported closing date and the consolidated closing date.
Sun-Star Stationery Co., Ltd. has changed its closing date from June 30 to March 31. Its financial
data for the previous fiscal year was based on a provisional closing as of December 31 pursuant toprocedures for the fiscal year-end closing. As a result of the above change of the closing date, its
accounting period of 15 months from January 1, 2020 to March 31, 2021 is used for the Company’s
consolidated accounting for this fiscal year. J·Broad Co., LTD. has changed its closing date from
August 31 to March 31. Its financial data for the previous fiscal year was based on a provisional
closing as of February 29 pursuant to procedures for the fiscal year-end closing. As a result of theabove change of the closing date, its accounting period of 13 months from March 1, 2020 to March
31, 2021 is used for the Company’s consolidated accounting for this fiscal year.
4. Accounting Policies(1)

Valuation Basis and Methods for Significant Assets:(i)

Valuation Basis and Methods for Securities:
Available-for-sale securities:
Securities with market quotations:
Stated using the market price method based on amounts using market prices,
etc. on the closing date. (Valuation differences are reflected directly in net assets
and cost of sales is calculated using the moving average method.)
Securities without market quotations:
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 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 the partnership agreement.

(ii)

Derivative Transactions:

Stated using the market price method.

(iii) Valuation Basis and Methods for Inventories:
Work in process, such as game software, etc.:
Stated using the cost method based on the specific-cost method. (The value stated on
the balance sheet was calculated by writing down the book value based on declining
profitability.)66

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 book value
based on declining profitability.)
Overseas consolidated subsidiaries:
Generally, stated using the lower of cost or market method based on the averagemethod.
(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 or after
April 1, 1998 and for part of the amusement facilities and machines, etc., the straightline 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:
5 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 aresidual value of zero.
(iv) Right-of-use assets:
Stated using the straight-line method over the shorter of the useful life or the lease periodof 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 allowance is based on thehistorical rate of loss. For receivables from debtors at risk of bankruptcy and receivablesfrom debtors in bankruptcy or under reorganization, etc., the amount of the allowance isbased on individually estimated unrecoverable amounts.

(ii)

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

67

(4)

Accounting Standards for Significant Income and Expense:(i)Video Game Software Revenue Recognition:
Some overseas consolidated subsidiaries recognized revenue in accordance with IFRS
15 “Revenue from Contracts with Customers” and US GAAP Accounting Standards
Update (ASU) No. 2014-09 “Revenue from Contracts with Customers.” In particular,
for video game software with online functions, estimated sales value is calculated forundelivered elements and an amount equivalent to that value is recognized as therevenue over the reasonably estimated period for which performance obligations are
expected to be satisfied.

(ii)

Video Game Software Production Costs:
A distinctive characteristic of video game software is the process through which thesoftware 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, the Company
records the software and content development costs as work in process.
The capitalized production costs are amortized to cost of sales based on projected sales
revenue.

(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 andscheduled 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, from thestart of the transaction to the point at which effectiveness is assessed by comparing the
cumulative changes in the fair value or the cumulative changes in the cash flows of thehedged 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 the hedged
assets, liabilities, or scheduled transaction, it is assumed that the hedge is 100% effective,
so the assessment of effectiveness is not performed.
(6)

Amortization of Goodwill
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.

68

(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 used indetermining the amount of the expected retirement benefit obligations attributed to the 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 year following the year in whicha respective gain or loss arises, and are amortized proportionally on a straight-line basis overa certain period (7 to 15 years) that is within the average remaining period of service of theeligible 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 iswithin 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)

Accounting Treatment of Consumption Tax
Consumption tax is accounted for separately and is not figured into each listed item.

(iii) Application of Consolidated Taxation System
The Company has applied the consolidated taxation system.
(iv) Application of Tax Effect Accounting for the Transition from the Consolidated Taxation System
to the Group Tax Sharing System
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 the provision of Paragraph 44 of the “Implementation
Guidance on Tax Effect Accounting” (ASBJ Guidance No. 28, issued on February 16,2018), and the amounts of deferred 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 fromthe Consolidated Taxation System to the Group Tax Sharing System” (ASBJ PITF No.
39, issued on March 31, 2020).
II.

Notes to Changes in Method of Presentation(Consolidated Balance Sheet)(1) “Construction in progress” (the balance of which at the end of this fiscal year is 2,542 million yen),which had been stated separately in the previous fiscal year, is included in “Other property, plant andequipment” under “Property, plant and equipment” in this fiscal year since it is at or below 1 percent of
the total assets.
(2) “Long-term borrowings” which had been included in “Other long-term liabilities” under “Longterm liabilities” in the previous fiscal year, is stated separately from this fiscal year since it is at or
above 1 percent of the total liabilities and net assets.
The total of “Long-term borrowings” for the previous fiscal year was 171 million yen.
(3) “Other provision” which had been included in “Other long-term liabilities” under “Long-term
liabilities” in the previous fiscal year, is stated separately from this fiscal year since the Company
revised the line items from the perspective of enhancing the clarity.

69

The total of “Other provision” for the previous fiscal year was 238 million yen.
(Consolidated Statements of Operations)(1) “Rent income” (the balance of which at the end of this fiscal year is 260 million yen), which had beenstated separately in the previous fiscal year, is included in “Other non-operating income” under “Nonoperating income” in this fiscal year since it is at or below 10 percent of the total non-operating income.
(2) “Share of loss of entities accounted for using equity method” (the balance of which at the end of
this fiscal year is 31 million yen), which had been stated separately in the previous fiscal year, is
included in “Other non-operating expenses” under “Non-operating expenses” in this fiscal year
since it is at or below 10 percent of the total non-operating expenses.
(3) “Gain on sales of investment securities” which had been included in “Other extraordinary income”
under “Extraordinary income” in the previous fiscal year, is stated separately from this fiscal year
since it is at or above 10 percent of the total extraordinary income.
The total of “Gain on sales of investment securities” for the previous fiscal year was 22 million yen.
(Application of the “Accounting Standard for Disclosure of Accounting Estimates”)
The Group has applied the “Accounting Standard for Disclosure of Accounting Estimates” (ASBJ
Statement No. 31, March 31, 2020) to the consolidated financial statements as of the end of this fiscal
year and notes on significant accounting estimates are stated in the consolidated financial statements.
III. Notes Concerning Accounting Estimates
1. 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:
This fiscal year
Work in process¥43,082 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 Network Entertainment Businessstated on the consolidated balance sheet was calculated by reducing the book value based on
declining profitability.
With respect to the method of reducing the book value based on declining profitability, theCompany compares the net realizable value (projected sales volumes × sales unit price − estimatedadditional production costs − estimated direct sales expenses) and the book value of work in process,and if the book value of work in process exceeds the net realizable value, the Company recognizes
a write-down of the excess amount.
In calculating the net realizable value, projected sales volumes, etc. are estimated using benchmarks
such as similar game titles released in the past.
Of these estimates, estimates on projected sales volumes are significantly affected by how users
respond after the release of the home video games and how they are evaluated by the market. In thecase where the date of release of the game is delayed due to, for example, taking measures for
quality improvement, estimates on additional production costs increase as compared with the initialbudget and the production period is extended for a longer period of time. These estimates are
exposed to high uncertainty and may possibly have a significant effect on the consolidated financial
statements in the following fiscal year and onwards.

702. Valuation of property, plant and equipment and intangible assets related to BANDAI NAMCO
Amusement Inc.
(1) Amount recorded in the consolidated financial statements for this fiscal year:
This fiscal year
Property, plant and equipment¥1,758 million

Intangible assets¥130 million(2) Information concerning the contents of significant accounting estimates for the identified items
Property, plant and equipment and intangible assets of BANDAI NAMCO Amusement Inc. aredepreciated and amortized in a regular manner, and if any indications of impairment are identified,the necessity of recognizing a loss on impairment is determined by comparing the total future cash
flows before discount which may be obtained from the asset group and the book value, and if therecognition of a loss is determined to be necessary, the book value is reduced to the recoverable
amount and the amount of reduction in the book value is recognized as a loss on impairment.
Future cash flows used to determine the necessity of recognizing a loss on impairment are estimatedon the basis of business plans which are premised upon improvement of sales related to store andfacility operations and amusement machines for commercial use based on the outlook forcontainment of COVID-19, as well as reduced costs owing to closure of stores and facilities andrent negotiations. In addition, net realizable value is estimated on the basis of the policy for
determining sales prices and actual sales prices in the past.
These estimates are exposed to high uncertainty as they are dependent upon subjective management
decisions and may possibly have a significant impact on the consolidated financial statements inthe following fiscal year and onwards.
IV. Notes to Consolidated Balance Sheet
1. Assets Pledged as Collateral
Cash and time deposits¥27 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, are as follows:“Other investments and assets” under“Investments and other assets”¥1,946 million

2. Amount of Accumulated Depreciation of Property, Plant and Equipment:¥193,534 million

3. Guarantee Obligations
The Company has guarantee obligations concerning obligations in leasing contracts of companies
other than consolidated companies.

¥55 million

BANDAI NAMCO Will Inc.
4. 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 was recorded
under net assets.
Revaluation Method:
The fair value of land is determined based on official notice prices that are calculated by
the method assessed and published by the Commissioner of the National Tax Agency. The

71

Commissioner assesses and publishes the method to calculate land value that forms thefoundation for calculating taxable value for land value tax prescribed in Article 16 of theLand Value Tax Act (Act No. 69 of 1991; enacted on May 2 of that year), 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
V. 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

2. Matters Concerning Distribution of Surplus(1)

Paid Dividend Amounts, etc.
Type ofsharesTotal amountof dividends(Millions ofyen)

Dividend per
share
(Yen)

Commonstock

24,635

Common
stock

4,620

Date of Resolution
June 22, 2020,
Ordinary General
Meeting of
Shareholders
November 6, 2020,
Board of Directors
Meeting(2)Date of record

Effective date112

March 31,2020

June 23, 202021

September 30,
2020

December 7,
2020

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

Date of Scheduled
Resolution

Type ofsharesTotal amountof dividends(Millions ofyen)

Source ofdividends

Dividend
per share(Yen)

Date ofrecordEffective
date

June 21, 2021,
Ordinary General
Meeting of
Shareholders

Commonstock

20,020Retainedearnings

91

March 31,2021

June 22,2021

VI. 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 are operatingreceivables, credit information on major customers is updated at least once a year, to minimize suchcredit 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-currencydenominated operating receivables.
Shares, which are investment securities, are exposed to the risk of market price fluctuations; theirfair 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 the72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 in preparation
mainly for a prolonged impact of the spread of COVID-19. If borrowings are implemented with afloating 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, andthus transactions are carried out only with highly creditworthy financial institutions.
2. Fair Values of Financial Instruments
The book values of financial instruments as stated in the consolidated balance sheet, their fair value
as of March 31, 2021, and the difference between book value and fair value are as stated below.
This table does not include assets for which it was judged extremely difficult to assess the fair value.
Book value stated in
the consolidated
Fair value
Difference
balance sheet(Millions of yen)
(Millions of yen)
(Millions of yen)
(1) Cash and time deposits
204,326
204,326—(2) Trade receivables
91,76591,765—(3) Short-term investments andinvestment securities
1. Available-for-sale securities:
102,221102,221—
2. Stock of affiliated companies
10,754
14,4203,666
Total assets
409,068
412,734
3,666(1) Trade payables
82,47482,474—(2) Long-term borrowings
20,234
20,132(101)
Total liabilities
102,708
102,606(101)
Derivative transactions (*)
1,284
1,284
—
(*) Debts and credits derived from derivative transactions are stated on a net basis. Items to be recorded
as net debts in the total are enclosed in brackets.
(Notes) 1. Matters regarding method of calculating the fair value of financial instruments and securities
and derivative transactions
Assets(1) Cash and time deposits
Since these are readily convertible into cash, their fair value is almost identical with the bookvalue, and thus these are stated at the book value.
(2) Trade receivables
Since trade receivables that are settled in a short period of time are readily convertible into cash,
their fair value is almost identical with the book value, and thus these are stated at the book value.
For trade receivables that are settled after a long period of time, the fair values are measured basedon the present values calculated by discounting receivable amounts classified by certain periodsof time at a rate for which time to maturity and credit risk has been taken into account.
(3) Short-term investments and investment securities
Stocks and others are stated at the price on the stock exchange or the price as presented bycounterparty financial institutions and others.
Liabilities(1) Trade payables
Since these are readily convertible into cash, their fair value is almost identical with the bookvalue, and thus these are stated at the book value.
(2) Long-term borrowings
The fair value of long-term borrowings is calculated by discounting the total amount of theprincipal and interest by the assumed interest rate for similar new loans.

73Derivative transactions
The fair value of derivative transactions is stated at the price as presented by counterparty
financial institutions and others.
2. Unlisted stocks (stated as 4,783 million yen in the consolidated balance sheet), stocks ofaffiliated companies (unlisted stocks) (stated as 2,969 million yen in the consolidated balance
sheet), and contributions to investment partnerships (stated as 479 million yen in the
consolidated balance sheet) have no market price and it is extremely difficult to assess their fairvalue, so they are not included in “(3) Short-term investments and investment securities.”
VII. 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. (includingland) 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)
33,87235,362(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 “realproperty appraisal reports” prepared by external real property appraisers.
VIII. Notes Concerning Per-Share Data
1. Net assets per share¥2,323.98

2. Basic earnings per share¥222.58

IX. Other Notes(Additional information)(Reorganization of subsidiaries)
At the Board of Directors Meeting held on March 16, 2021, the Company passed a resolution toreorganize its subsidiaries.
1. Absorption-type merger between subsidiaries and change in trade name of subsidiary in North America(1)

PurposeWith the aim of improving efficiency of business operations and expanding the IP axis strategy of
the Toys and Hobby Business in North America, the Company will conduct a merger whereby
BANDAI AMERICA INC., which focuses mainly on toys for mass distribution, will be thesurviving company and BANDAI NAMCO Collectibles LLC, which focuses on collectible items
for the mature fan base, will be the disappearing company. On the effective date of the merger, thetrade name of BANDAI AMERICA INC. will be changed to BANDAI NAMCO Toys & Hobby
America Inc.

(2) Transactions conducted by commonly controlled entities(i)

Overview of transaction
a. Name and description of business of the company involved in combination
Merging company (surviving company)
Name:
BANDAI AMERICA INC.
Description of business:
Sales of toy-related products

74

Merged company (disappearing company)
Name:
BANDAI NAMCO Collectibles LLC
Description of business:
Sales, promotion, event sales, and e-commerce businessfor products for the mature fan baseb. Date of business combination
April 1, 2022 (scheduled date)c. Legal form of business combination
Absorption-type merger with BANDAI AMERICA INC. as the surviving company and
BANDAI NAMCO Collectibles LLC as the disappearing company
d. Company name after combination
BANDAI NAMCO Toys & Hobby America Inc.
(ii)

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 Accounting Standard for Business Combinations and Accounting Standard forBusiness Divestitures.

2. Absorption-type merger between subsidiaries and change in trade name of subsidiary in Continental
Europe(1)

PurposeWith the aim of improving efficiency of business operations in the administration division, etc. andstrengthening governance of the subsidiaries in Continental Europe by concentrating resources ofthat area, the Company will conduct a merger whereby BANDAI NAMCO Holdings France S.A.S.,
the holding company in Continental Europe, will be the surviving company and BANDAI NAMCOEntertainment Europe S.A.S., the company that conducts the Network Entertainment Business, willbe the disappearing company. On the effective date of the merger, the trade name of BANDAI
NAMCO Holdings France S.A.S. will be changed to BANDAI NAMCO Europe S.A.S.

(2) Transactions conducted by commonly controlled entities(i)

Overview of transaction
a. Name and description of business of the company involved in combination
Merging company (surviving company)
Name:
BANDAI NAMCO Holdings France S.A.S.
Description of business:
Regional holding company in Continental Europe
Merged company (disappearing company)
Name:
BANDAI NAMCO Entertainment Europe S.A.S.
Description of business:
Sales, promotions, event sales, e-commerce, etc., for
products for the mature fan baseb. Date of business combination
September 30, 2021 (scheduled date)c. Legal form of business combination
Absorption-type merger between BANDAI NAMCO Holdings France S.A.S. as the surviving
company and BANDAI NAMCO Entertainment Europe S.A.S. as the disappearing company
d. Company name after combination
BANDAI NAMCO Europe S.A.S.

75

(ii)

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 Accounting Standard for Business Combinations and Accounting Standard forBusiness Divestitures.

(Notes concerning losses on impairment)
The Group recorded losses on impairment of the following asset groups.
In identifying indications of impairment, assets of the Company and its consolidated subsidiaries
excluding significant idle assets, assets to be disposed of and assets for leasing are grouped inaccordance with the management accounting categories based on Unit. Among them, assets ofamusement operation facilities in the Real Entertainment Business are grouped mainly by store, whichis the smallest management accounting unit, as the basic unit.
In this fiscal year, the Group recorded a loss on impairment of amusement arcades, assets for businessuse and corporate assets as the invested amounts are unlikely to be recoverable mainly given that the
profitability of the Real Entertainment Business as a whole declined.
The book value of the following assets is reduced to the recoverable amount and the amount of
reduction is recorded in extraordinary loss as a loss on impairment.
Unit

Toys and Hobby

Network
Entertainment

LocationType
Buildings and structures

7

Property, plant andequipment (other)1

Assets for business use

Property, plant andequipment (other)

1

Koto-ku, Tokyo (Note) 3

Assets for business use

Intangible assets (other)821

Fukuoka-shi, Fukuoka
and others (Note) 1

Amusement operation
facilities

Amusement facilities andmachines

149

Investments and otherassets (other)0

Amusement facilities andmachines

26

Property, plant andequipment (other)5

Intangible assets (other)27

Buildings and structures

565

Amusement facilities andmachines

5,554

Nagoya-shi, Aichi (Note)
1

Assets for business use

Taito-ku, Tokyo (Note) 2

Minato-ku, Tokyo andothers (Note) 2

Real Entertainment
Minato-ku, Tokyo andothers (Note) 3

Visual and Music
Production

Usage

Loss onimpairment(Millions ofyen)

Amusement operation
facilities

Amusement operation
facilities
Assets for business use
Corporate assets

Minato-ku, Tokyo andothers (Note) 4

Amusement operation
facilities

Tyne and Wear, UK andothers (Note) 5

Amusement operation
facilities
Assets for business use

Mitaka-shi, Tokyo (Note)
3

Assets for business use

Total

Property, plant andequipment (other)

235

Intangible assets (other)788

Investments and otherassets (other)99

Amusement facilities andmachines

2,787

Amusement facilities andmachines

68

Property, plant andequipment (other)

144

Property, plant andequipment (other)0
11,28476

(Notes) 1. The Group recorded losses on impairment as it judged that the recoverable amounts of the fixed assets
significantly decreased due to its decision to close locations. The recoverable amount is calculated by deeming
the value in use as zero.
2. The Group recorded losses on impairment of assets which are not expected to be used in the future. The
recoverable amount is calculated by deeming the value in use as zero.
3. The Group recorded losses on impairment as the book value of the fixed assets is unlikely to be recoverable due
to declines in the profitability of business. The recoverable amount is calculated by deeming the value in use aszero.
4. The Group recorded losses on impairment as the book value of the fixed assets is unlikely to be recoverable due
to declines in the profitability of business. The recoverable amounts are calculated based on the net realizablevalue and evaluated based on reasonably estimated selling prices.
5. The Group recorded losses on impairment as the book value of the fixed assets is unlikely to be recoverable due
to declines in the profitability of business. The recoverable amounts are measured at value in use and calculatedby discounting the future cash flows at 5.5%.

77

Non-Consolidated Balance Sheet(As of March 31, 2021)(Millions of yen)AmountASSETS
Current assets
Cash and time deposits
Trade receivables
Short-term loans receivable from subsidiaries andassociates
Accounts receivable-other
Income taxes receivable
Other current assets
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
Other investments and assets
Total investments and other assets
Total fixed assets
TOTAL ASSETS

72,37865
9,820
17,51512,8091,309
113,898

789
2,735
14
440
32,914458
37,352
1,244
35
1,280
101,895
267,872
7,567
377,335
415,968
529,866

78

(Millions of yen)AmountLIABILITIESCurrent liabilities
Short-term borrowings from subsidiaries and associates
Accounts payable-otherAccrued income taxes
Provision for directors’ bonuses
Provision for stock-based compensation
Other current liabilities
Total current liabilities
Long-term liabilities
Long-term borrowings
Deferred tax liabilities
Accrued retirement and severance benefits
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

79

113,936
5,324
1,417
224
101
814
121,819
20,00020,098
15
2,629
4,607
47,352
169,172

10,0002,500
172,412
174,912
1,645
125,971
10,000115,971
127,617(2,130)310,399

50,29450,294
360,694
529,866

Non-Consolidated Statements of Operations(From April 1, 2020 to March 31, 2021)(Millions of yen)AmountOperating revenue
Dividends from subsidiaries and associates
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
Other non-operating expenses
Recurring profit
Extraordinary income
Gain on sales of investment securities
Extraordinary loss
Loss on valuation of shares of subsidiaries
and associates
Loss on disposal of fixed assets
Loss on waiver of debt on subsidiaries andassociates
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit80

110,898
6,076
0116,975
6,213
110,761

546
3,142
106
129
2,930
304
298

3,796

3,363
111,194
298

139
158
966

1,264
110,228

599
(237)

362
109,865

Non-Consolidated Statement of Changes in Net Assets (From April 1, 2020 to March 31, 2021)(Millions of yen)
Stockholders’ equity
Capital surplus
Commonstock

Retained earnings
Other retained earnings

Capitalreserve

Other
capitalsurplus

Total capitalsurplusLegalretainedearnings

2,500

172,195

174,695

1,645

Total
retainedearnings

Treasury
stock

Total
stockholders’equity(2,167)229,535

Generalreserve

Retainedearnings
carriedforward

10,00035,36147,007

Cash dividends(29,255)(29,255)(29,255)

Profit109,865

109,865

109,865

Balance at beginning of year

10,000Changes during the period

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

216

216

263

216

216

–

–

80,61080,6103780,86410,0002,500

172,412

174,912

1,645

10,000115,971

127,617(2,130)310,399

16,386

16,386

Total net assets

245,921

Changes during the period
Cash dividends(29,255)

Profit109,865

Purchase of treasury stock(9)

Disposal of treasury stock

263

Balance at end of year

47–

Valuation difference on
Total valuation difference
available-for-sale securities,
and foreign currency
net of tax
translation adjustments

Net changes of items
other than stockholders’equityTotal changes during theperiod(9)–

Valuation difference and foreign currency translation
adjustments

Balance at beginning of year

(9)33,90833,90833,90833,90833,908

114,772

50,29450,294

360,69481

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 with market quotations:
Stated using the market price method based on market prices, etc. on the closing date.
(Valuation differences are reflected directly in net assets and cost of sales is calculated using
the moving average method.)
Securities without market quotations:
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 are stated by the net amount corresponding to theCompany’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.

2.

Depreciation Methods for Fixed Assets:
(1)

(2)

3.

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
2 to 10 years
Machinery and equipment
8 years
Tools, furniture and fixtures
2 to 15 years
Intangible Assets:
Stated using the straight-line method.
The general useful life of software is as follows:
Software (used internally)
5 years

Basis of Recognition for Provision:(1)

Provision for Directors’ Bonuses:
The Company provides for directors’ bonuses based on estimated bonus payments in this fiscal
year.

(2)

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.

(3)

Accrued Retirement and Severance Benefits:
The Company provides for retirement and severance benefits for employees based on estimatedretirement benefit obligations and pension plan assets as of the end of this fiscal year.
In calculating accrued retirement and severance benefits and periodic pension cost, the Company
uses a simplified method under which retirement benefit obligations are principally based on
accrued benefits at the end of the year.

82

4.

Other Important Information Constituting the Basis of Preparation of Non-Consolidated Financial
Statements:(1)

Accounting Treatment of Consumption Tax:
Consumption tax is accounted for separately and is not figured into each listed item.

(2)

Application of Consolidated Taxation System
The Company has applied the consolidated taxation system.

(3)

Application of Tax Effect Accounting for the Transition from the Consolidated Taxation System
to the Group Tax Sharing System
For the transition to the group tax sharing system established by the “Act for Partial Amendmentof 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 does not apply the provision of Paragraph 44 of the “Implementation Guidance on
Tax Effect Accounting” (ASBJ Guidance No. 28, issued on February 16, 2018), and the amountsof deferred 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, issued on March 31, 2020).

II. Notes to Changes in Method of Presentation(Non-Consolidated Balance Sheet)“Short-term loans receivable from subsidiaries and associates” and “Income taxes receivable,”which had been included in “Other current assets” under “Current assets” up to the previous fiscal
year, are stated separately due to the increased materiality from this fiscal year. The total of “Shortterm loans receivable from subsidiaries and associates” for the previous fiscal year was 15 million
yen and “Income taxes receivable” for the previous fiscal year was 1,471 million yen.
III. Notes to Non-Consolidated Balance Sheet
1.

Amount of Accumulated Depreciation of Property, Plant and Equipment:

2.

Guarantee Obligations¥3,521 million

The Company has made guarantees in respect of obligations in connection with leasing contractsof an affiliated company.
BANDAI NAMCO Will Inc.
3.

¥55 million

Monetary Claims and Obligations with respect to Affiliated Companies (excluding Amounts Given inSpecific Categories)
Short-term monetary claims on affiliated companies:
Short-term monetary obligations to affiliated companies:
Long-term monetary obligations to affiliated companies:¥17,580 million¥4,636 million¥4,116 million

IV. Notes to Non-Consolidated Statements of Operations
Transactions with affiliated companies (excluding amounts given in specific categories)
Operating Transactions:
Commission fee¥1,647 million
Non-operating Transactions:Non-operating income¥3,037 million
Non-operating expenses¥258 million
V. 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
1,999,265 shares

83VI. 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, andthey were recorded net of valuation allowance. The main factor in the occurrence of deferred tax
liabilities is valuation difference on available-for-sale securities, net of tax.
VII. Notes Concerning Transactions with Related Parties
1.

Subsidiaries and Affiliated Companies, etc.
(Millions of yen)Type

Subsidiary

CompanyBANDAI CO.,LTD.

Ratio ofvoting rights
ownership

Relationshipwith relatedpartiesContent

Borrowings
Holding directly Interlocking (Note 1)
100.0%
directorate
Payment ofinterest
Borrowings(Note 1)BANDAI
NAMCO
SubsidiaryEntertainment
Inc.

Subsidiary

BANDAI
NAMCO
Amusement
Inc.

BANDAI
Subsidiary NAMCO
Studios Inc.

Subsidiary

SOTSU CO.,LTD.

BANDAI
NAMCO
SubsidiaryBusiness Arc
Inc.

Account items

Balance asof March
31, 2021

15,109

Short-termborrowings fromsubsidiaries andassociates

20,752

4
30,382–
Short-termborrowings fromsubsidiaries andassociates–
43,860

Payment ofinterest
Holding directly Interlocking
Collection
100.0%
directorate
associated withconsolidated tax
payment
Payment ofcommissions(Note 2)

3,292

Accounts receivableother

6,294

1,683

Accounts payableother

1,852

Loans (Note 3)

9,000

Short-term loans
receivable fromsubsidiaries andassociates

9,000

29

Other current assets

24

(128)

Short-termborrowings fromsubsidiaries andassociates

1,870

0

–

Receipt ofHolding directly Interlocking interest
100.0%
directorate
Borrowings(Note 1)
Payment ofinterest

BANDAI
Subsidiary SPIRITS CO.,LTD.

AmountHolding directly
100.0%

Holdingindirectly
100.0%––

9

Borrowings(Note 1)

15,292

Payment ofinterest

4

Borrowings(Note 1)

6,539

Payment ofinterest

2

Borrowings
Holding directly Interlocking (Note 3)
100.0%
directorate
Payment ofinterest
Payment of
Holding directly Interlocking administrative
100.0%
directorate services fees
(Note 4)84–

Short-termborrowings fromsubsidiaries andassociates–
Short-termborrowings fromsubsidiaries andassociates–––
25,520–6,180–

15,000

Short-termborrowings fromsubsidiaries andassociates

15,0003

Other current
liabilities

3759

Accounts payableother69

In the above table, the figures in the column “Amount” do not include consumption taxes, etc., and the figuresin the column “Balance as of March 31, 2021” include consumption taxes, etc.
Conditions of transactions and policies for determining the conditions of transactions(Notes) 1. The borrowings are transactions made by the cash management system (CMS); the amountstated is the average balance during this fiscal year. To clearly disclose the actual conditions of
CMS transactions, the transaction net amount is shown. The interest rate on these borrowings
is, based on intra-Group regulations, determined reasonably, taking into account market interest
rates.
2. 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.
3. Interest rates on these loans and borrowings of money are determined reasonably, giving
consideration to market interest rates, conditions of transactions and the like.
4. 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 performed services and the like.

85

2.

Officers and Major Individual Shareholders, etc.

Type

Name

Ratio ofvoting rights
ownership

Relationshipwith relatedparties

Mitsuaki Taguchi

Ownership
directly
0.0%

Chairman and
Director of theCompany

Officer

Masaru Kawaguchi

Ownership
directly
0.0%

President andRepresentative
Director of theCompany

Officer

Shuji Ohtsu

Ownership
directly
0.0%

Director of theCompany

Officer

Yuji Asako

Ownership
directly
0.0%

Director of theCompany

Officer

Yasuo Miyakawa

Ownership
directly
0.0%

Director of theCompany

Officer

Hitoshi Hagiwara

Ownership
directly
0.0%

Director of theCompany

Officer

Kazumi Kawashiro

Ownership
directly
0.0%

Director of theCompany

Officer

Makoto Asanuma

Ownership
directly
0.0%

Director of theCompany

Yusuke Fukuda

Ownership
directly
0.0%

President andRepresentative
Director of a
subsidiary of
the Company

Officer

Officer(Note 2)

Content
Disposal of treasury
stock accompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
stock accompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
stock accompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
stock accompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
stock accompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
stock accompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
stock accompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
stock accompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
stock accompanying
contribution in kindof the monetarycompensation
claims (Note 1)

Amount(Millions of yen)
Balance as
Accountof March
items
31, 2021

19

–

–

16

–

–

10

–

–

10

–

–

17

–

–

10

–

–

13

–

–

10

–

–

14

–

–

(Notes) 1. These items are due to contribution in kind of monetary compensation claims accompanying
the performance-based stock compensation plan. The disposal price of treasury stock is
determined based on the closing price of common stock of the Company on the First Sectionof the Tokyo Stock Exchange on June 19, 2020 (the business day immediately preceding thedate of the resolution at the Board of Directors Meeting).
2. Mr. Yusuke Fukuda retired from office as President and Representative Director of a subsidiaryof the Company on March 31, 2021, and the above-stated transactions are those during his termof office.

86

VIII. Notes Concerning Per-Share Data
1.

Net assets per share:¥1,639.51

2.

Basic earnings per share:¥499.4287

Independent Auditor’s Report
May 20, 2021
The Board of Directors
BANDAI NAMCO Holdings Inc.
Tokyo Office, KPMG AZSA LLC
Naoki Matsumoto (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Mayuka Katsuki (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yasuko Kawamata (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

Audit Opinion
Pursuant to Article 444, paragraph (4) of the Companies Act, we have audited the consolidated
financial statements of BANDAI NAMCO Holdings Inc., which comprise the consolidatedbalance 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, 2020 through March 31, 2021.
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position and results of operations of the Group, which consisted of BANDAI
NAMCO Holdings Inc. and its consolidated subsidiaries, applicable to the fiscal year ended March
31, 2021 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 ourother ethical responsibilities in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 themaintenance and operation of internal control deemed necessary by management for the
preparation and fair presentation of the consolidated financial statements that are free frommaterial misstatement, whether due to fraud or error.
88In preparing the consolidated financial statements, management is responsible for assessing
whether it is appropriate to prepare the consolidated financial statements with the assumption of agoing concern, and in accordance with accounting principles generally accepted in Japan, fordisclosing, 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 toissue an auditor’s report that expresses our opinion on the consolidated financial statements basedon our audit from an independent point of view. Misstatements can arise from fraud or error andare considered material if, individually or in the aggregate, they could reasonably be expected toinfluence 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, and design
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 and appropriate toprovide 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 effectivenessof 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 by management andthe appropriateness of related notes thereto.
• Conclude on the appropriateness of preparing the consolidated financial statements with theassumption 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’s report to the notes to theconsolidated financial statements or, if the notes to the consolidated financial statements onmaterial uncertainty are inadequate, to express a qualified 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 Groupto cease to continue as a going concern.
• Evaluate whether the presentation of the consolidated financial statements and notes to theconsolidated 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 and accounting events.
• Obtain sufficient and appropriate audit evidence regarding the financial information of theCompany and its consolidated subsidiaries to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of 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
89

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 matters that may reasonably
be deemed to bear on our independence, and where applicable, related safeguards in order toeliminate 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’sReport as required by the Companies Act.

90

Independent Auditor’s Report
May 20, 2021
The Board of Directors
BANDAI NAMCO Holdings Inc.
Tokyo Office, KPMG AZSA LLC
Naoki Matsumoto (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Mayuka Katsuki (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yasuko Kawamata (Seal)
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 the financial
statements of BANDAI NAMCO Holdings Inc., which comprise the non-consolidated balance
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 supplementaryschedules (the “Financial Statements and Others”) applicable to the 16th fiscal year from April
1, 2020 through March 31, 2021.
In our opinion, the Financial Statements and Others referred to above present fairly, in all material
respects, the financial position and results of operations of the Company applicable to the fiscal
year ended March 31, 2021 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 theCompany 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 inaccordance with these requirements. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion.
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 themaintenance and operation of internal control deemed necessary by management for the
preparation and fair presentation of the Financial Statements and Others that are free from material
misstatement, whether due to fraud or error.
91

In preparing the Financial Statements and Others, management is responsible for assessing
whether it is appropriate to prepare the Financial Statements and Others with the assumption of agoing concern, and in accordance with accounting principles generally accepted in Japan, fordisclosing, 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 andOthers 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 areconsidered material if, individually or in the aggregate, they could reasonably be expected toinfluence 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, and design
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 and appropriate toprovide 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 effectivenessof 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 by management andthe appropriateness of related notes thereto.
• Conclude on the appropriateness of preparing the Financial Statements and Others with theassumption 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’s report to the notes to the
Financial Statements and Others or, if the notes to the Financial Statements and Others onmaterial 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 Groupto 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 and accounting 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 matters that may reasonably92be deemed to bear on our independence, and where applicable, related safeguards in order toeliminate 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’sReport as required by the Companies Act.

93

Audit & Supervisory Board’s Report
Audit Report
We, the Audit & Supervisory Board, prepared this audit report on the execution of duties by Directors
during the 16th fiscal year from April 1, 2020 to March 31, 2021, 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 16th auditing plan (auditing policies, duties assigned to each Audit &Supervisory Board Member and auditing methods), received reports on the progress on, andresults of, audits from each Audit & Supervisory Board Member, as well as reports on theexecution of their duties from Directors, etc. and the Accounting Auditor, and requested
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, tocollect information and improve the auditing environment and conducted the audits in thefollowing 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 the Company. Regarding theCompany’s subsidiaries, we communicated and shared information with the Directors
and the Audit & Supervisory Board Members, etc. of the subsidiaries, and received
reports on their business 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 the executionof duties by Directors and other operations of the corporate group consisting of theCompany and its subsidiaries as described in the business reports were in conformity
with applicable laws and regulations and the Company’s Articles of Incorporation, anda 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 basedon 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 were also notified thata “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), andrequested explanations as necessary.
Using the aforementioned method, we examined the Business Report and the supplementaryschedules, non-consolidated financial statements (non-consolidated balance sheet, non-consolidated
statements of operations, non-consolidated statement of changes in net assets, and notes thereto), their
supplementary statements and consolidated financial statements (consolidated balance sheet,consolidated statements of operations, consolidated statement of changes in net assets, and notes thereto)
for this fiscal year under review.

94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 applicable laws andregulations 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 to internal
control systems are proper. We recognize that there is nothing to be cited with respect
to the description of those internal control systems in the business reports and theexecution of duties by Directors.
(iv) We confirm that there is nothing to be cited in respect of the basic policy described in
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 the Companies Act)
described in the business reports are in accordance with this basic policy and that theseactions do not damage our Group’s value and shareholders’ common interest, nor serve
to maintain the position of the directors of the Company.
(2) Audit Result of non-consolidated financial statements and their supplementary statements.
We confirm that the methods and the results of the audit by KPMG AZSA LLC, the
Accounting Auditor of the Company, are appropriate.
(3) Audit Result of consolidated financial statements
We confirm that the methods and the results of the audit by KPMG AZSA LLC, the
Accounting Auditor of the Company, are appropriate.
May 21, 2021
Audit & Supervisory Board
BANDAI NAMCO Holdings Inc.
Full Time Audit & Supervisory
Masataka Nagaike
Board Member(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

95