NAMCO BANDAI
Holdings Inc.
Notice of the Sixth Ordinary General Meeting of Shareholders to beheld on June 20, 2011
An English translation of the original notice in Japanese
DISCLAIMER
The following is an English translation of the Japanese original “Notice of the Sixth Ordinary General
Meeting of Shareholders of NAMCO BANDAI Holdings Inc.” which meeting is to be held on June 20, 2011.
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 30, 2011
4-5-15 Higashi-Shinagawa, Shinagawa-ku, Tokyo
NAMCO BANDAI Holdings Inc.
President and Representative Director
Shukuo Ishikawa
Dear Shareholders,
NOTICE OF THE SIXTH ORDINARY GENERAL MEETINGOF SHAREHOLDERS
You are cordially invited to attend the Sixth Ordinary General Meeting of
Shareholders of NAMCO BANDAI Holdings Inc. (“the Company”) to be held as set
forth below.
If you are unable to attend the meeting in person, we ask you to please review theenclosed “Reference Documents for the General Meeting of Shareholders” andexercise your voting rights by either of the methods stated on the next page by 5:30
p.m., Saturday, June 18, 2011.
Meeting Details

1.

Date and Time:

June 20, 2011 (Monday) at 10:00 a.m.

2.

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

3.

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

Report on the Contents of the Business Reports, the Consolidated Financial
Statements and the Results of the Auditing of the Consolidated Financial
Statements by the Accounting Auditor and the Board of Corporate Auditors for the
Sixth Fiscal Year (from April 1, 2010 to March 31, 2011)
2. Report on the Contents of the Non-Consolidated Financial Statements for the
Sixth Fiscal Year (from April 1, 2010 to March 31, 2011)
Matters to be Resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine (9) Directors

2

Exercise of Voting Rights via Postal Mail:
Please indicate, on the enclosed Voting Rights Exercise Form, your approval ordisapproval of each item on the agenda and return the completed form so that it arrivesby the deadline stated on the preceding page.
Exercise of Voting Rights via the Internet:
1) Please access the website designated by the Company for the exercise of voting
rights (http://www.evote.jp/) via the Internet. Using the log-in ID and temporary
password shown on the enclosed Voting Rights Exercise Form, follow the on-screen
instructions and enter your approval or disapproval of each item on the agenda andsend them by the deadline stated on the preceding page.
Institutional investors may make use of the Tokyo Stock Exchange’s Electronic
Voting Platform (commonly known as the TSE Platform).
2) If you exercise your voting rights more than once via both postal mail and theInternet, 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 lastvote cast shall be deemed valid. If you cast your vote via the Internet using both apersonal computer and a mobile phone, then only the last vote cast shall be deemedvalid.
◎ If you attend the meeting in person, please hand in the enclosed Voting Rights Exercise

Form at the reception desk at the place of the shareholders’ meeting.
◎ If revisions to the contents of the “Reference Documents for the General Meeting of
Shareholders,” the “Business Reports,” the “Non-Consolidated Financial Statements”
and the “Consolidated Financial Statements” are required, the Company shall publish a
notification on the Company website at the following URL:
(http://www.bandainamco.co.jp/ir/stock/meeting/index.html).
◎ When exercising your voting rights via the Internet, please see “Information on Exerciseof Voting Rights via the Internet” on page 4 of this document. If you attend the meetingin person, you do not need to follow the procedures for the exercise of voting rights via
postal mail (sending the Voting Rights Exercise Form) or via the Internet.
● Up until last year, refreshments were served at the shareholders’ reception after the
meeting, but in consideration of factors such as current social circumstances, theCompany will no longer provide refreshments from this year forth. Thank you for yourunderstanding.

3

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

For further assistance regarding the system, etc., please contact:
Transfer Agent Department (Help Desk)
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (9:00 to 21:00 (Japan Time); toll free only within Japan)

4

(Attached Document)
BUSINESS REPORTS(From April 1, 2010 to March 31, 2011)
1. Current Status of the Group(1) Business Status for This Fiscal Year(i)

Business Progress and Results

In this fiscal year, signs of a mild recovery were overtaken by the sudden rise in the yen
and soaring oil prices in conjunction with the increasingly tense situation in the Middle East.
The economy thus continued to be largely stagnant. The impact of the Great East Japan
Earthquake, which struck on March 11, 2011, has added further uncertainty to the outlook
for the entertainment industry.
In such environment, the BANDAI NAMCO Group (“the Group”) pressed ahead with thedevelopment of its global management foundation based on the three-year Mid-term
Business Plan that started in April 2009, and sought to realize its medium- to long-termGroup vision of becoming a “Globally Recognized Entertainment Group.” Moreover, theGroup commenced the “BANDAI NAMCO Group Restart Plan” in April 2010, for the
purpose of a more assured implementation of this global management foundation, and it
carried out steps to transform itself into a speedy Group, improve its profitability andstrengthen its financial standing.
On the business front, the domestic long-established character toys and card products
posted strong performances in the Toys and Hobby Business. In addition, the Groupbenefitted from certain achievements, particularly in the Content Business and theAmusement Facility Business, through a range of measures being implemented according to
the Restart Plan.
Consequently, the Group’s consolidated results at fiscal year-end were net sales of 394,178
million yen (year-on-year increase of 4.1%), operating income of 16,338 million yen(year-on-year increase of 767.3%), and recurring income of 16,399 million yen (year-on-yearincrease of 759.6%). Moreover, in addition to extraordinary loss on valuation of investment
securities and adjustment for changes of accounting standards for asset retirement
obligations, the Group recorded extraordinary loss (472 million yen) related to damage
suffered, mainly at its amusement facilities, in the Great East Japan Earthquake. In spite of adeepening deficit of certain subsidiaries, mostly sales companies overseas, there was also an
increase in the payment of income taxes from the initial forecast mainly due to increased
profits from subsidiaries in Japan. As a result, the Group recorded net income of 1,848
million yen (compared with net loss of 29,928 million yen in the previous fiscal year).

5

(ii) Outline of Business by Business Segment(Millions of yen)
Year Ended
March 31,2011

Net SalesYear Ended
March 31,2010

Toys and Hobby

158,374

148,843

Increaseof 9,531

Content

179,917

167,471

Increaseof 12,446

3,092(7,760)

Increaseof 10,852

Amusement
Facility

62,33765,362

Decreaseof 3,025

1,778

284

Increaseof 1,494

Other

18,503

15,790

Increaseof 2,713

810

322

Increaseof 488Eliminations
and Corporate(24,953)(18,921)

Decreaseof 6,032(3,156)(1,749)Decreaseof 1,407

Consolidated

394,178

378,547

Increaseof 15,631

16,338

1,883

Increaseof 14,455

Business
Segment

ChangeOperating Income (Loss)Year EndedYear Ended
ChangeMarch 31,
March 31,2011
2010
Increase
13,812
10,786of 3,026(Note) In this fiscal year, the Game Contents Business, the Visual and Music Content Business, anda part of Other Businesses were integrated into the Content Business. Thus, figures of thosebusinesses for the previous fiscal year are allocated to the figures of the integrated Business,shown above in this fiscal year.
Toys and Hobby BusinessIn the Toys and Hobby Business, sales of the domestic long-established character toys,
particularly the KAMEN RIDER OOO (pronounced “O’s”) and HEART CATCH PRETTY
CURE!, trended quite strongly. In addition, GOKAIGER, the new member of the Super Sentai
series (Power Rangers series), launched in February, 2011, has made a strong start. Digital
card games such as DRAGON BALL HEROES and PRO BASEBALL OWNERS LEAGUE card
game, which connects with the online game, also performed well, making a significant
contribution to this business’s performance. Candy toys, children’s clothing, and otherperipheral toy categories also reported improved performance due to developing producttie-ups in each category around popular characters in the KAMEN RIDER and other series.
Overseas in North America and Europe, facing a struggling performance from the Power
Rangers series due to a decline in the frequency of TV broadcasts, the Group started to expand
into new categories and content in the aim of achieving growth in the medium- to long-term.
However, performance did not reach the level of the previous fiscal year, which enjoyed strong
performance from BEN10.
As a result, net sales in the Toys and Hobby Business were 158,374 million yen(year-on-year increase of 6.4%), and operating income was 13,812 million yen (year-on-yearincrease of 28.1%).
Content BusinessIn the Content Business, Naruto Shippuden: Ultimate Ninja Storm 2, a home video game
title for the PS3 and Xbox 360, achieved over a million sold worldwide. In domestic sales,
speedier response to changing customer preferences made such titles as GOD EATER BURST
and AKB1/48 Idol to Koishitara..., which are games for the PlayStation Portable, hugely
popular. The performance of new titles developed towards creating new franchises, however,fell below expectations, particularly overseas.
In the arcade machines area, Mobile Suit Gundam Extreme VS. and prizes for amusement
based on popular characters such as ONE PIECE trended favorably.
In the visual and music content area, in addition to the strong package sales of Mobile Suit

6

Gundam UC (Unicorn), selecting and focusing on popular titles has led to improved
profitability.
In the network content area, the number of monthly subscribers to existing services has
declined, but GUNDAM ROYALE for SNS (social networking services), for which service
provision began in December, 2010, has made a strong start.
With impairment of goodwill related to some subsidiaries in the previous fiscal year, total
amortization of goodwill declined relative to the previous fiscal year, while theimplementation of measures to improve efficiency has reduced fixed costs.
As a result, net sales in the Content Business were 179,917 million yen (year-on-yearincrease of 7.4%), and operating income was 3,092 million yen (compared with operating lossof 7,760 million yen in the previous fiscal year).
Amusement Facility BusinessIn the Amusement Facility Business, amid a perception that this business has bottomed out
in the domestic market, we have carried out the sales strategy to accommodate each specificcustomer need. Our facilities, having differentiated themselves by being able to offer theexperience of the distinctive worldviews of such characters as Ultraman, KAMEN RIDER, andTamagotchi, performed well. While this business’s facilities did suffer some damage in the
Great East Japan Earthquake in March, 2011, existing domestic amusement facilities’ net sales
for the year rose to 101.0% of the previous fiscal year total.
In the challenging environment presented by countries outside Japan, performancecontinued to be sluggish in the European region, but measures to improve efficiency
implemented in the North American region in the previous fiscal year have borne fruit, withimproved profitability.
As a result, net sales in the Amusement Facility Business were 62,337 million yen(year-on-year decrease of 4.6%), and operating income was 1,778 million yen (year-on-yearincrease of 524.4%).
Number of Facilities
Directly Managed
Facilities
268

Revenue-Sharing
Facilities
831

Others

Total

3

1,102

Other Businesses
Other Businesses consist of companies that conduct operations, such as logistics support
and building management for each of the Group’s strategic business units. During this fiscal
year, efforts were made to improve the efficiency of these operations related to group support.
As a result, net sales in the Other Businesses were 18,503 million yen (year-on-yearincrease of 17.2%), and operating income was 810 million yen (year-on-year increase of
151.0%).
(iii) Capital Expenditures
In this fiscal year, the Group carried out 10,768 million yen in capital expenditures; thefunds were primarily used for investments in the manufacturing of molds associated with thedevelopment of new products and in amusement facilities and machines.
(iv) Fundraising
The Group carried out no significant fundraising during this fiscal year.

7

(v)

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

On April 9, 2010, NAMCO TRADING, LTD., a subsidiary of the Company, transferred its
vending machine business to Tokyo Coca-Cola Bottling Co., Ltd.
(vi) Acquisitions of Other Companies’ Businesses
Not applicable.
(vii) Successions of Rights or Duties Related to the Businesses of Other Legal Entities, etc.
due to Absorption-Type Mergers or Absorption-Type Company Splits
On April 1, 2010, subsidiaries of the Company carried out an absorption-type merger inwhich subsidiaries D3 Inc., D3 Publisher Inc., and Entertainment Software Publishing, Inc.
merged and D3 Inc. was the surviving company. D3 Inc. then changed its trade name to D3
Publisher Inc.
(viii) Acquisitions and Disposals of Shares, Other Equities, and Stock Subscription Rights in
Other Companies
As of November 29, 2010, Bowling Station S.L.U. ceased to be a subsidiary upon sale by
NAMCO OPERATIONS EUROPE LTD., a subsidiary of the Company, of all its holdings ofthat company’s stock.
(2) Status of Assets and Profits & Losses for the Previous Three Fiscal Years
3rd Fiscal Year
(Year Ended
March 31, 2008)

4th Fiscal Year
(Year Ended
March 31, 2009)

5th Fiscal Year
(Year Ended
March 31, 2010)

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

Net sales(Millions of yen)

460,473426,399

378,547

394,178

Recurring income(Millions of yen)

36,19824,513

1,907

16,399Net income (loss)(Millions of yen)

32,67911,830(29,928)

1,848

Net income (loss)
per share¥128.65¥47.95(¥123.98)¥7.71

Total assets(Millions of yen)

413,023

363,444

325,935

308,269

Net assets(Millions of yen)

289,944

260,579

229,012

213,693

Net assets per share¥1,127.72¥1,067.71¥938.74¥896.83

Fiscal YearClassification8

(3) Important Parent Company and Subsidiaries(i)Relationship with the Parent Company
Not applicable.

(ii) Important Subsidiaries
Name of Company
Bandai Co., Ltd.

Capital¥ 24,664 million

Ownership
Ratio

Description of Principal Business100.0%

Manufacturing and sales of toys andapparel, etc.

NAMCO BANDAI
Games Inc.

¥ 15,000 million

100.0%

Planning, development and sales ofhome video game software and arcade
game machines, etc., and distribution
service of mobile content, etc.

NAMCO LIMITED¥ 10,000 million

100.0%

Operation of amusement facilities, etc.

NAMCO BANDAI
Holdings (USA) Inc.

US$ 10100.0%

Pure holding company in the U.S.

BANDAI S.A.

€ 21,690,000

100.0%

NAMCO Holdings
UK LTD.

£ 29,500,000

100.0%

HK$ 103,000,000

100.0%BANDAI (H.K.) CO.,LTD.

Operating holding company in someparts of Europe. Import and sales oftoys, etc.
Pure holding company in some parts ofEuropeOperating holding company in Asian
region. Import, manufacturing and salesof toys, etc.

(4) Issues to be Addressed
The Group and this industry must address many important, long-term issues, including (i) the
increasing diversification of consumer needs, (ii) reacting to changes in the market and theenvironment, and (iii) increasingly intense competition on a global scale. To address these issues,
the Group is using “Focus,” a business strategy called for in its Mid-term Business Plan, toclarify the mission of each of its business units.
In addition, given the difficult economic environment that now prevails and the Group’s
decline in profitability, the Group, seeking to realize its medium- to long-term Group vision of
becoming a “Globally Recognized Entertainment Group,” has been promoting the “BANDAI
NAMCO Group Restart Plan” from April 2010 under the new management structure, totransform itself into a speedy Group and to improve its profitability and strengthen its financial
standing.
Furthermore, with respect to the new issue of the economic impact of the Great East Japan
Earthquake, the Group is implementing support for the speedy recovery of the affected region
and is carrying out operations in response to the electric power shortages.

9

(i)

Common Issues Faced by All Strategic Business Units (“SBUs”)

Efforts Toward Domestic Business Expansion
The Group will, in order to create new markets and attract new customer segments for the
expansion of its domestic operations, maximize utilization of the managerial resources that it
owns and expand its targets and categories through making effective use of synergies between
its business units, alliances with external partners, and other approaches. In addition, in
response to the changes in the environment surrounding the entertainment industry, the Groupwill tackle a variety of tasks with speed without resorting to existing business practices andmodels. It will also strive for improved efficiency in the Group as a whole by taking actions
such as a review of indirect operations.
Efforts Toward Overseas Business Expansion
Based on the strategies laid out in the Mid-term Business Plan, the Group will proactively
invest in ways that are directed at medium- to long-term growth in the European and North
American markets. In particular, it will strengthen its content line-up, broaden businesscategories, and expand regions with a view to expanding overseas operations.

Efforts Toward Changing the Content Strategy
The Group is reinforcing its content creation, acquisition, development, and utilization
functions in order to respond to changes in the environment, including the development ofoligopolies in the distribution and media fields and the widespread penetration of networks.
Specifically, the Content Business Strategy Meeting, which crosscuts the entire Group,
focuses on maximizing the value of each content asset, and aims for more vigorous creation
and acquisition of new content.

Efforts Toward CSR (Corporate Social Responsibility)
The Group’s corporate philosophy is to continue to provide “Dreams, Fun and Inspiration”
to people around the world, through entertainment based on creativity and boundlessenthusiasm. To ensure that we can continue to provide “Dreams, Fun and Inspiration,” wehave formulated the CSR initiatives, which are crosscutting the Group and that include three
types of responsibilities: environmental and social contribution responsibilities, economic
responsibilities, and legal and ethical responsibilities. In accordance with these fundamental
principles, a range of measures is being implemented by the Group CSR Committee and its
sub-committee, the Group CSR Subcommittee, as well as by the Group Risk Compliance
Committee, the Group Information Security Committee, and the Internal Control Committee.

10(ii) Issues Specific to Each SBU
Toys and Hobby SBU
This unit’s industry is facing issues, such as a “shrinking domestic market due to the fallingbirthrate” and “increasingly diverse consumer needs.” This unit is addressing these issues byaiming for the overwhelming position of No. 1 in Japan, expanding its target population
segment, and creating new businesses, as well as, in the overseas market, improving
profitability by strengthening existing operations, growing content line-up, and expanding
business categories and regions, with a view to achieving medium- to long-term growth. For
the purpose of a more efficient and effective implementation of these actions, this unit will
actively devote managerial resources, especially in North America and Europe, with a view tobuilding cooperative relationships with external partners.
Content SBU
This unit’s industry is facing issues, such as the “diversification of both platforms andcustomer needs.” The Group will review development based on its existing businesscategories and promote business strategies revolving around content, thereby achieving speedy
response to changing customer preferences throughout the world. This SBU’s Production
Group, which is responsible for the creation and acquisition of content, will, as an aggregatorof smaller organizations, respond rapidly to changing customer preferences through transfer of
its authority. With Japan-based leadership in development, the Content SBU will roll out
carefully selected home video game software worldwide, develop content and other products
for a wide range of outlets, including arcade game machines and SNS (social networking
services), to maximize the value of its content.

Amusement Facility SBU“Increasingly diverse consumer needs,” “weak individual consumption,” and “revision of
consumption tax rate” are among the issues for this unit’s industry. To address these issues, byusing its know-how in character merchandizing, especially in its domestic operations, this unit
will drive the operation of more differentiated facilities and provision of services with theadded value that only the Group can offer. In addition, this unit will carry out the selection andconcentration of operations, in Japan and overseas, on an ongoing basis.
We ask for our shareholders’ further assistance and guidance.

11(5) Description of the Principal Businesses
Business
Segment
Toys and
Hobby
Business
Content
Business

Description of Business
Manufacturing and sales of toys, candy toys, production for vending machines,
cards, plastic models, apparel, sundries, etc.
Planning, development and sales of home video game software, arcade gamemachines, and prizes for amusement machines, distribution services of mobile
contents, planning, production and sales of films, visual and music content
software, and distribution services of on-demand visual, etc.

Amusement
Facility
Operation of amusement facilities, etc.
Business
Other
Transportation and storage of products, leasing, management of real estate,
Businesses
printing, etc.
(Note) The Game Contents Business, the Visual and Music Content Business, and a part of Other
Businesses were integrated into the Content Business on April 1, 2010.
(6) Principal Business Offices of the Group(i)

The Company
Head Office

4-5-15 Higashi-Shinagawa, Shinagawa-ku, Tokyo(ii) Principal Subsidiaries
Bandai Co., Ltd.
NAMCO BANDAI Games Inc.
NAMCO LIMITEDNAMCO BANDAI Holdings (USA) Inc.
BANDAI S.A.

Taito-ku, Tokyo
Shinagawa-ku, Tokyo
Ota-ku, Tokyo
California, U.S.A.
Cergy-Pontoise, France

NAMCO Holdings UK LTD.

London, U.K.

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

Kowloon, Hong Kong12

(7) Outline of Employees(i)Employees of the Group

Change from the End of Previous
Fiscal Year
Increase of 68(Increase of 163)
Toys and Hobby Business
2,119(1,527)
Decrease of 473(Increase of 28)
Content Business
3,086
(363)
Decrease of 97(Decrease of 799)
Amusement Facility Business
1,093(3,944)
Decrease of 16(Decrease of 8)
Other Businesses
475
(306)
Increase of 41(Increase of 11)
Corporate (Common)
302(46)
Decrease of 477(Decrease of 605)
Total
7,075
(6,186)(Notes) 1. The number of employees refers to the employees actually at work.
2. The average numbers of temporary personnel employed for this fiscal year arepresented separately in parentheses.
3. The number of employees listed for “Corporate (Common)” is the number of
employees in the administration sector, etc. of the Company, NAMCO BANDAI
Holdings (USA) Inc., and NAMCO Holdings UK Ltd.
4. The Game Contents Business, the Visual and Music Content Business, and a part of the
Other Businesses were integrated into the Content Business on April 1, 2010. Thus, thefigures of those businesses for the previous fiscal year are allocated to the figures of theintegrated Business, shown above in this fiscal year, in order to present the change fromthe end of the previous fiscal year.
Business Segment

Number of Employees(ii) Employees of the Company
Change from the End
Average Years ofof Previous Fiscal
Average Age
ServiceYear
Increase of 38
292 (42)38.7
12.6(increase of 7)(Notes) 1. The number of employees refers to the employees actually at work.
2. The average number of temporary personnel employed for this fiscal year is presented
separately in parentheses.
3. In calculating the average years of service, with respect to the employees who havetransferred from other Group companies, including Bandai Co., Ltd. and NAMCO
BANDAI Games Inc., to the Company, the aggregate number of each employee’s yearsof service at each company is used for calculation.
4. With establishment of the Operational Support Project on April 1, 2010, to support
and carry out the clerical works and indirect operations for the business divisions anddepartments at NAMCO BANDAI Games Inc., the number of employees has increased.
Number of
Employees(8) Principal Lenders
Lenders

Amount

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

¥1,762 million

Sumitomo Mitsui Banking Corporation¥1,333 million

Mitsubishi UFJ Trust and Banking Corporation(9) Other Important Matters of the GroupNot applicable.

13¥333 million

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

Status of Shares
Total Number of Shares Issuable:(ii) Total Number of Issued Shares:

1,000,000,000 shares
240,000,000 shares

Note: Due to the retirement of treasury stock carried out on March 7, 2011, the total number ofissued shares declined by 10,000,000 shares from the end of the previous fiscal year.
(iii) Number of Shareholders: 39,513(decrease of 264 from the end of the previous fiscal year)(iv) Major Shareholders (Top 10 Shareholders)Name of Shareholders
Northern Trust Co (AVFC) Sub A/C American
Client
MAL Ltd.

Number of
Shares Held

Shareholding Ratio

23,049,200

9.74

12,010,100

5.08

Masaya Nakamura
11,960,000
5.05
Northern Trust Co AVFC Re U.S. Tax Exempted
11,822,400
5.00
Pension Funds
Japan Trustee Services Bank, Ltd. (Trust account)
9,921,500
4.19
The Master Trust Bank of Japan Ltd.
9,823,700
4.15(Trust account)
The Silchester International Investors
8,208,300
3.47International Value Equity Trust
The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust.
4,586,100
1.94
The Bank of Tokyo-Mitsubishi UFJ account)
Nintendo Co., Ltd.
3,845,700
1.63
Mellon Bank N.A. as Agent for its Client Mellon
3,670,517
1.55
Omnibus US Pension(Notes) 1. The shareholding ratio is calculated after reduction of the number of treasury
stocks (3,384,653 shares).
2. Out of the above number of shares held, the numbers of shares relating to thetrust business are as follows:
Japan Trustee Services Bank, Ltd. (Trust account)
9,504,500 shares
7,580,000 shares
The Master Trust Bank of Japan, Ltd. (Trust account)
The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust. The Bank of
4,586,100 shares
Tokyo-Mitsubishi UFJ account)
3. The 4,586,100 shares owned by The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust. The Bank of Tokyo-Mitsubishi UFJ
account) were the shares of Bandai Co., Ltd. that were owned by UFJ Bank
(now The Bank of Tokyo-Mitsubishi UFJ, Ltd.), entrusted for retirement andseverance benefits. Those shares were exchanged with the Company’s sharesthrough the share transfer on September 29, 2005, and The Bank ofTokyo-Mitsubishi UFJ directs the exercise of the voting rights pertaining tothose shares.

14

(2)

Stock Subscription Rights, etc.

(i)

Stock Subscription Rights Held by Company Directors and Corporate Auditors of theCompany That Were Delivered as Consideration for the Execution of Their Duties
Not applicable(ii) Stock Subscription Rights Delivered to Employees, etc. as Consideration for the
Execution of Their Duties in This Fiscal Year
Not applicable.
(3)

Directors and Corporate Auditors of the Company(i)

Directors and Corporate Auditors
Title

Responsibilities in the Company and Major
Concurrent Positions
Chairman of the Japan Toy Association
President and Representative Director of
NAMCO BANDAI Games Inc.

Name

Chairman and Director
President andRepresentative Director
Director

Takeo Takasu
Shukuo Ishikawa

Director

Yuji Asako

Director

Kazunori Ueno

Director

Masahiro Tachibana

Director

Masatake Yone

Director

Kazuo Ichijo

Director
Full Time Corporate
AuditorFull Time Corporate
AuditorCorporate Auditor

Manabu Tazaki
Koichiro Honma

Corporate Auditor

Kouji Yanase

Shuji Ohtsu

Responsible for Overseas Operations, the Group
Administrative Headquarters, and the Internal
Auditing Division
Responsible for Corporate Planning andDivision General Manager of the Corporate
Planning Division
Responsible for the Toys and Hobby SBU and
President and Representative Director of Bandai
Co., Ltd.
Responsible for the Amusement Facility SBU and
President and Representative Director of
NAMCO LIMITED
Attorney-at-Law
Partner in Mori Hamada & Matsumoto Law Firm
Outside Director of GCA Savvian Corporation
Outside Corporate Auditor of THK CO., LTD.
Professor in the Graduate School of International
Corporate Strategy, Hitotsubashi University
Outside Director of Shimano, Inc.
Outside Director of Calbee Foods Co., Ltd.
Outside Corporate Auditor of Information
Services International-Dentsu, Ltd.
Outside Director of STUDIO ALICE CO., LTD

Katsuhiko Kohtari

Certified Public Accountant

Osamu Sudoh

Attorney-at-Law
Partner in Sudoh & Takai Law Offices
Outside Director of Rakuten Bank, Ltd.
Attorney-at-Law. Partner in Marunouchi-Chuo
Law Office15

(Notes) 1. Directors Masatake Yone, Kazuo Ichijo and Manabu Tazaki are Outside Directors.
2. Full Time Corporate Auditor Katsuhiko Kohtari, Corporate Auditors Osamu Sudoh andKouji Yanase are Outside Corporate Auditors.
3. Full Time Corporate Auditor Katsuhiko Kohtari is a certified public accountant and has
considerable knowledge of finance and accounting.
4. Corporate Auditor Osamu Sudoh has considerable experience with bankruptcy issues as
an attorney-at-law and has the deep knowledge of finance and accounting necessary toengage in such bankruptcy issues.
5. The Company has appointed Director Kazuo Ichijo as an Independent Director/Auditor
as defined in the rules of the Tokyo Stock Exchange and filed the notification regarding
his appointment thereto.
(ii)

Directors and Corporate Auditors Who Retired or Were Dismissed During This Fiscal
Year

Not applicable.
(iii) Remuneration, etc. Paid to Directors and Corporate Auditors
Total Amount of Remuneration, etc. Paid During This Fiscal Year
Number of People
Amount of Remuneration, etc.
Directors

9¥328 million(Outside Directors)(3)(¥45 million)

Corporate Auditors

5(Outside Corporate Auditors)(3)¥67 million(¥38 million)

Total

14

¥395 million(Outside Directors and Outside
Corporate Auditors)(6)(¥83 million)(Notes) 1. There are no employees serving as Directors.
2. At the 1st Ordinary General Meeting of Shareholders held on June 26, 2006, theremuneration limit for Directors was set at 700 million yen per fiscal year, of which 350
million yen was set as the limit for base remuneration and the remaining 350 million
yen was set as the limit for cash bonus.
3. At the Ordinary General Meetings of Shareholders for Bandai Co., Ltd. and NAMCO
LIMITED (currently NAMCO BANDAI Games Inc.) held on June 23, 2005 and on
June 25, 2005 respectively, it was resolved that the total amount of remuneration for
Corporate Auditors shall be no more than 8 million yen per month.
(iv) Matters Concerning Outside Directors and Outside Corporate Auditorsa.

Status of Major Concurrent Posts of Other Companies, etc. and Relationships Between
Those Companies, etc. and the Company
Major concurrent posts of Outside Directors and Outside Corporate Auditors are asstated in (i) Directors and Corporate Auditors on page 15.
Moreover, there are no special interests between the Company and the entities withwhich Outside Directors and Outside Corporate Auditors have concurrent posts.

16

b.

Main Activities in This Fiscal Year
• Status of Attendance at Board of Directors Meetings and Board of Corporate Auditors
Meetings
Board of Directors Meetings(Held 18 times)
Number of
Meetings
Attendance Rate
Attended

Director Masatake Yone
Director Kazuo Ichijo
Director Manabu Tazaki
Corporate Auditor
Katsuhiko Kohtari
Corporate Auditor
Osamu Sudoh
Corporate Auditor
Kouji Yanase

Board of Corporate Auditors
Meetings (Held 13 times)
Number of
Meetings
Attendance Rate
Attended

16
13
17

88.9%
72.2%
94.4%

−
−
−

−
−
−

14

100.0% (Note)7100.0% (Note)

16

88.9%

13

100.0%

17

94.4%

13

100.0%(Note) Corporate Auditor Katsuhiko Kohtari was elected at the 5th Ordinary General Meeting of
Shareholders held on June 21, 2010, and, thus, the number of Board of Directors Meetings
and Board of Corporate Auditors Meeting on which his attendance rate is based differs fromthat of the other Outside Directors and Outside Corporate Auditors. There have been 14
Board of Directors Meetings and 7 Board of Corporate Auditors Meetings since he assumed
the office of Corporate Auditor.
• Statements Made at Board of Directors Meetings and Board of Corporate Auditors
Meetings
Director Masatake Yone provides advice and proposals by giving opinions, etc.
primarily from his position as an attorney-at-law to ensure the appropriateness andvalidity of decisions of the Board of Directors.
Director Kazuo Ichijo provides advice and proposals by giving opinions, etc. primarily
from his position as a graduate school professor specializing in organizational theory toensure the appropriateness and validity of decisions of the Board of Directors.
Director Manabu Tazaki provides advice and proposals by giving opinions, etc. basedon his wealth of experience and position as a corporate officer to ensure theappropriateness and validity of decisions of the Board of Directors.
Corporate Auditor Katsuhiko Kohtari provides advice and proposals by giving
opinions, etc. primarily from his position as a certified public accountant to ensure theappropriateness and validity of decisions of the Board of Directors and the Board of
Corporate Auditors.
Corporate Auditors Osamu Sudoh and Kouji Yanase provide advice and proposals bygiving opinions, etc. primarily from their positions as attorneys to ensure theappropriateness and validity of decisions of the Board of Directors and the Board of
Corporate Auditors.
c.

Summary of Contracts Concerning Limited Liability
Not applicable.

d.

Total Amount of Remuneration, etc. Paid to Directors and Corporate Auditors by the
Parent Company and Subsidiaries, etc.
Not applicable.

17

(4)

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

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

Amount of Remuneration, etc. for Accounting Auditors¥68 million
for This Fiscal Year
Total in Money and Other Financial Benefits to Be Paid
¥235 million
by the Company and Its Subsidiaries to Accounting
Auditors(Notes) 1. NAMCO BANDAI Holding (USA) Inc., BANDAI S.A., NAMCO Holdings UK LTD.,
and BANDAI (H.K.) CO., LTD., among major subsidiaries of the Company, are audited(within the meaning of being audited as required by the Companies Act and Financial
Instruments and Exchange Act or the equivalent laws and regulations in other countries)
by audit firms (including entities overseas with qualifications equivalent to those of aJapanese audit firm) other than the Company’s Accounting Auditor.
2. Under the audit agreement between the Company and its Accounting Auditor, there isno clear distinction between the total amount of remuneration, etc., for audits under theCompanies Act and that under the Financial Instruments and Exchange Act; furthermore,
it is practically impossible to make such distinction. Therefore, the amount of
remuneration, etc. for this fiscal year described above is the total amount of
remuneration, etc. for these audits.
(iii)

Non-Auditing Operations

The Company delegates and provides remuneration for its Accounting Auditor to carry out
services apart from those defined under Article 2, Paragraph 1 of the Certified Public
Accountants Act, namely, “to provide guidance and advice as a specialist for the purpose of
conversion to the International Financial Reporting Standards.”(vi)

Policy on Removal or Non-Renewal of an Accounting Auditor

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

Summary of Contracts Concerning Limited Liability

Not applicable.

18

(5)

Systems for Ensuring the Properness of Operations

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

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

b.

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

c.

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

d.

Along with the establishment of the regulations concerning compliance, the Company
has put in place the Corporate Auditors hotline by means of which, in case of violationsof laws or regulations or suspicions thereof, such can be reported directly to the
Corporate Auditors.

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

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

b.

The Company has established regulations concerning document management andensures (i) the centralized collection and management of minutes of several kinds ofmeetings, contracts and other documents, and (ii) appropriate safekeeping and managing
approval documents and other important documents in each department. The Company
has a system to ensure that Directors may peruse those documents at any time.

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

The Company has established regulations concerning risk management and complianceas a part of Group management. Throughout the Group, we are working to prevent risk
and to discover factors creating risk as rapidly as possible, and aiming to minimize theimpact of risk on our business by responding to risk quickly and in an appropriatemanner when risk arises.

19

b.

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

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

To promote greater efficiency in the Group business operations, subsidiaries aresegmented with separate SBUs for each category. Mid-term Business Plan and annual
budgets are determined for each SBU and the Group as a whole, and each Director in
charge of each SBU is responsible for the efficient execution of such SBU businesses.

b.

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

c.

The Group has revised the roles of its overseas holding companies that control relevant
regions to create a system that ensures that each SBU carries out its operations
efficiently.

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

The Group has established the Group’s Corporate Philosophy and the Group Compliance
Charter as the foundations of its compliance system, so that employees shall always
exercise care in carrying out their duties fairly and in accordance with the law.

b.

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

c.

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

d.

Along with the establishment of the regulations concerning compliance, the Company
has put in place the Corporate Auditors hotline by means of which, in case of violationsof laws or regulations or suspicions thereof, such can be reported directly to the
Corporate Auditors.

20

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

The Group has established the Group Compliance Charter with which all officers andemployees of the Group shall comply while conducting business. The president of eachgroup company has submitted declarations of intent to comply with the Group
Compliance Charter. Moreover, the Group Compliance Charter has been revised asneeded in response to revisions in the laws and regulations, etc., or changes in the social
context surrounding the Group, and a guidebook, the Compliance Book, has been issued
and distributed to all officers and employees in the Group in order to ensure thoroughknowledge of the Group Compliance Charter throughout the Group. Furthermore,training on compliance is being carried out by, for example, the Group’s training system,
using its internal network.

b.

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

c.

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

d.

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

(vii) Matters Concerning the Systems Related to Employees who Assist the Corporate
Auditors and those Employees’ Independence from the Directorsa.

The Board of Corporate Auditors’ regulations specify in writing and the Board of
Directors has adopted a resolution to the effect that the Corporate Auditors may request a
Representative Director to assign employees to assist the Corporate Auditors in carryingout their duties and that, to ensure those employees’ independence from the Board of
Directors, the Directors and the Corporate Auditors are given an opportunity to confer on
personnel matters concerning those employees in advance.

(viii) Systems for Reports to the Corporate Auditors, Including Reports to the Corporate
Auditors Made by Directors and Employeesa.

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

b.

Along with the establishment of regulations concerning compliance, the Company has
put in place the Corporate Auditors hotline by means of which, in case of violations oflaws or regulations or suspicions thereof, such can be reported directly to the Corporate
Auditors.

c.

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

21

d.

Besides meetings of the Board of Directors, Corporate Auditors also participate inimportant meetings including the SBU Monthly Report Meeting and meetings of theBoards of Directors of principal subsidiary companies, and have regular meetings with
Directors and important employees to confirm the current state of affairs of the Company,
receive reports, exchange opinions, and so on.

(ix) Systems to Ensure the Effectiveness of Audits Conducted by the Corporate Auditorsa.

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

b.

Besides participating in meetings of the Board of Directors, Corporate Auditors also
participate in important meetings including the SBU Monthly Report Meeting andmeetings of the Boards of Directors of principal subsidiary companies, with the aim ofstrengthening audits of the subsidiaries.

c.

The Group Board of Corporate Auditors, which consists of Full Time Corporate Auditors,
holds workshops aimed at improving the quality of audits to provide information aboutaudit policies and other relevant matters, confirm the current status of audits, receive
reports and discuss. In addition, it provides training in audit procedures for employees
who also serve as part-time Corporate Auditors, with the aim of improving theeffectiveness of audits for the Group as a whole.

(6)
(i)

Basic Policy Concerning Control of the Company
Content of Basic Policy

The Corporate Value of the Group
Guided by our vision of becoming “The Leading Innovator in Global Entertainment”, theGroup mission is to continue to offer “Dreams, Fun and Inspiration,” through entertainment, topeople throughout the world.
Emerging victoriously in the global competition of the fast-changing world of entertainment
requires not only construction of a solid management foundation but also the creation ofentertainment constantly predicting the changes of times and environments. Such creation isclosely linked to raising the value of the Company.
Therefore, in determining what and how a person or entity controlling decisions on thefinancial and business policies should be, the Company should take the enhancement of thecorporate value into account.

22

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 the financial and business
policies should be the one who sufficiently understands the importance of our managerial
vision and mission of the Group mentioned above, the managing resources, such as content
that supports the accomplishment of that vision and mission, and the importance of various
stakeholders related to the Company, and who maximizes the mid-to-long term corporate
value and shareholders’ common interest.
Therefore, we believe that in the event that any person or entity that attempts to acquirelarge quantities of the Company’s shares falls under any of the following and would harm theCompany’s corporate value for such reason, such person or entity is inappropriate to control
the decisions of the Company’s financial and business policies.
・ Any person or entity who could clearly harm the Company’s corporate value
・ Any person or entity who forces shareholders to sell their shares in a hurry by creating a
disadvantageous situation if they do not accept a takeover proposal, or・ Any person or entity that does not provide the Company with the information or the timerequired for making decisions.
(ii) Details of Engagement
Board of Directors of the Company, to whom the shareholders entrusted the management, isengaged in the following efforts to implement the Group’s basic policy.
Steps to Increase the Corporate Value of the Group・Promoting the Mid-term Business Plan
The three-year Mid-term Business Plan that went into effect in April, 2009, promotes two
strategies, “Focus,” the business strategy, and “Enhancing the Entertainment-hub,” thefunctional strategy, to lay the foundation for global growth.
Under “Focus,” the business strategy, the Group clarifies the mission of each of thebusiness units on the basis of market environment and competitive superiority. In concreteterms, the Toys and Hobby SBU is making “Continue aggressive expansion” its watchword
to increasingly accelerate positive trends in the domestic market and continue to invest for
improved profitability and future growth overseas. The Content SBU, which is experiencing
drastic changes in its market environment, is making “Change business model” its
watchword to respond swiftly to changes in customer preferences. The Amusement
Facilities SBU, which has been working to reinforce its revenue base, is making“Strengthen market position and launch a fresh start” its watchword to stabilize revenues
through a process of selection and focus and is working to build new growth drivers.
The functional strategy, “Enhancing the Entertainment-hub,” is directed at further
strengthening a series of functions such as creation and acquisition, development andutilization of contents by adding synergies among the Group as well as between the Groupand external partner companies. The Mid-term Business Plan calls for developing thatapproach, which thus far has largely been implemented domestically, into a global model.

23

・Strengthening Corporate Governance
The president and representative director of each major company responsible for each
SBU also serves on the Company’s Board of Directors, to strengthen the collaborative
efforts between the holding company and the operating companies and between theoperating companies and to facilitate speedier decision-making as a Group. In addition, theCompany has made three of the nine Directors outside directors, to strengthen management
oversight functions.
・Promoting Efficient Management
The Group has been actively promoting efficient management.
The Group has put in place rules for restructuring and withdrawing from businesses; it
has reinforced systems for continuous monitoring in order to discern business trends more
swiftly, and has introduced the use of return on invested capital (ROIC) as one of theindicators used to make rapid decisions about restructuring businesses or withdrawing fromthem. In addition, the Group is working towards cost reductions by standardizing processes
across the Group as a whole and is promoting managerial efficiency.
・Reinforcing Personnel Strategies
Aiming for dynamic growth in overseas markets, the Group is strengthening its global
systems for acquiring and training personnel. In addition, the Group is driving forward a
proactive system for personnel exchanges within the Group to invigorate its humanresources.
・ Reinforcing CSR (Corporate Social Responsibilities) Activities
Strengthening its environmental management, the Group is aiming at a 5.4% reduction in
CO2 emissions from each of our worksites by Fiscal Year ending March 2012 (as comparedwith the Fiscal Year ended March 2009 level) as a mid-term Group environmental target.
・Proactive IR Activities
Our Group discloses information in a timely and appropriate manner in accordance with
the Financial Instruments and Exchange Act and rules prescribed by the Tokyo Stock
Exchange, Inc. We aim to be a highly transparent corporation that clearly provides
shareholders with information concerning management strategies and business directions.
We thus work to provide ample opportunities, for instance, company information meetings
and financial information meetings for the president and other executives of the Company toexplain directly to both foreign and Japanese individual investors, institutional investors,
stock analysts, etc.
・Proactive Policy for the Return of Profits to Shareholders
The Company places the return of profits to shareholders as one of its highest priorities in
its management. The Company assumes that its basic policy is to further strengthen theGroup’s competitiveness and, while maintaining a sound financial status, to achieve regular
distributions of dividends and improvement in the Company’s corporate value. In concreteterms, the Company will provide a return to shareholders that targets a consolidated payout
ratio of 30%, based on stable annual dividend payments of 24 yen per share.
In addition, part of any profit, after deduction of dividends, may be used to acquire
treasury stock upon comprehensive consideration of the amount of funds on hand,
performance trends, recent share price trends, the existence or nonexistence of major
investment proposals, and other factors.

24

Takeover Defenses
At present, the Company has taken no specific measures as takeover defenses. We regard
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 theGroup as a whole as a substantial defense against inappropriate takeovers.
That said, since we are entrusted by shareholders as the management of the Group, we will
study and develop a system of takeover defenses in anticipation of situations in which an
inappropriate entity or person might emerge to have decision-making power over theCompany’s financial and business policies.
In concrete terms, in the event an inappropriate bidder emerges, the management team will
not take steps to guard its own interests against the takeover offer by the bidder, but will
construct a system that enables the Company to judge from the perspective of improving
corporate value first. The Company will continue to study takeover defenses by utilizing stock
subscription rights, etc. with a close eye on legal and social trends.
(Note)In this Business Report, fractional amounts less than the indicated unit amount are rounded
down for sums of money and numbers of shares, while percentages and other values arerounded off to the nearest figure.

25

Consolidated Balance Sheet(As of March 31, 2011)(Millions of yen)AmountASSETS
Current assets
Cash and time deposits
Trade receivables
Finished goods and merchandiseWork in process
Raw materials and supplies
Deferred tax assets
Other current assets
Allowance for doubtful receivables
Total current assets

88,12657,262
10,553
26,741
4,406
6,591
18,072(820)
210,934

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

9,548
14,05910,785
8,197
42,591
8,536
21,1695,759
21,181(1,905)
46,206
97,334308,26926

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

36,641
3,428
20,470
7,979
878
42
1,505
165
14,994
86,105Long-term liabilities
Deferred tax liabilities for land revaluation
Provision for directors’ bonuses
Accrued retirement and severance benefits
Other long-term liabilities
Total long-term liabilities
TOTAL LIABILITIES

673
237
2,763
4,795
8,470
94,576NET ASSETSStockholders’ equity
Common stock
Additional paid-in capital
Retained earnings
Treasury stock
Total stockholders’ equity

10,00069,923
159,491(3,496)
235,919

Accumulated other comprehensive income
Unrealized gains or losses on other securities, net of tax
Deferred gains or losses on hedges, net of tax
Land revaluation, net of tax
Foreign currency translation adjustments
Minority interests
TOTAL NET ASSETSTOTAL LIABILITIES AND NET ASSETS(23,816)447
3(6,491)(17,775)
1,590
213,693308,26927

Consolidated Statements of Operations(From April 1, 2010 to March 31, 2011)

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Amortization of negative goodwill
Rent income
Other non-operating income
Non-operating expenses
Interest expense
Foreign exchange loss
Other non-operating expenses
Recurring income
Extraordinary income
Gain on sales of fixed assets
Gain on sales of investment securities, net
Gain on transfer of business
Reversal of allowance for doubtful receivables
Gain on reversal of stock subscription rights
Other extraordinary income
Extraordinary loss
Loss on sales of fixed assets
Loss on impairment of fixed assets
Loss on valuation of investment securities
Special retirement expenses
Loss on adjustment for changes of accounting
standard for asset retirement obligations
Other extraordinary loss
Net income before income taxes and minority
interests
Corporate income, inhabitant and enterprise taxes
Adjustment for income taxes
Income before minority interests
Minority interests
Net income

28(Millions of yen)Amount394,178
254,763
139,414123,076
16,338
870
170
218
118
106
257
809
142
487
179
16,399
2,356
247
252
405
331
715
404
7,295
4
996
2,059
848
1,205
2,179
11,46010,946(1,474)

9,471
1,988
140
1,848

Consolidated Statement of Changes in Net Assets(From April 1, 2010 to March 31, 2011)(Millions of yen)
Stockholders’ equity
Common stock
Balance as of March 31, 2010
Changes during the period
Total changes during the period
Balance as of March 31, 2011
Additional paid-in capital
Balance as of March 31, 2010
Changes during the period
Disposal of treasury stock
Retirement of treasury stock
Total changes during the period
Balance as of March 31, 2011
Retained earnings
Balance as of March 31, 2010
Changes during the period
Cash dividends
Net income
Changes in the scope of consolidation
Total changes during the period
Balance as of March 31, 2011
Treasury stock
Balance as of March 31, 2010
Changes during the period
Purchase of treasury stock
Disposal of treasury stock
Retirement of treasury stock
Changes in treasury stock accompanying
changes to holdings in companies to which theequity method is applied
Total changes during the period
Balance as of March 31, 2011

29

10,000−10,00079,96041(10,077)(10,036)
69,923
163,454(5,797)1,848(13)(3,962)
159,491(9,455)(4,171)
54
10,077(1)
5,959(3,496)

(Millions of yen)
Total stockholders’ equity
Balance as of March 31, 2010
Changes during the period
Cash dividends
Net income
Purchase of treasury stock
Disposal of treasury stock
Retirement of treasury stock
Changes in treasury stock accompanying
changes to holdings in companies to which theequity method is applied
Changes in the scope of consolidation
Total changes during the period
Balance as of March 31, 2011
Accumulated other comprehensive income
Unrealized gains or losses on other securities, net oftax
Balance as of March 31, 2010
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2011
Deferred gains or losses on hedges, net of tax
Balance as of March 31, 2010
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2011Land revaluation, net of tax
Balance as of March 31, 2010
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2011
Foreign currency translation adjustments
Balance as of March 31, 2010
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 201130

243,958(5,797)
1,848(4,171)
95
−
(1)
(13)
(8,039)235,919

19
428
428
447
79
(76)
(76)
3
(6,491)−−(6,491)(10,900)(6,875)(6,875)(17,775)

(Millions of yen)
Accumulated other comprehensive income
Balance as of March 31, 2010
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2011
Stock subscription rights
Balance as of March 31, 2010
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2011
Minority interests
Balance as of March 31, 2010
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2011
Total net assets
Balance as of March 31, 2010
Changes during the period
Cash dividends
Net income
Purchase of treasury stock
Disposal of treasury stock
Retirement of treasury stock
Changes in treasury stock accompanying changes
to holdings in companies to which the equity
method is applied
Changes in the scope of consolidation
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 201131

(17,292)(6,524)(6,524)(23,816)
810
(810)
(810)
−
1,535
54
54
1,590
229,012(5,797)
1,848(4,171)
95
−
(1)
(13)
(7,279)(15,318)
213,693

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

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

Status of Consolidated Subsidiaries:
Total Number of Consolidated Subsidiaries:
77 companies(ii) Names of Principal Consolidated Subsidiaries:
Bandai Co., Ltd., NAMCO BANDAI Games Inc., NAMCO LIMITED,NAMCO BANDAI Holdings (USA) Inc., BANDAI S.A., NAMCO Holdings
UK LTD. and BANDAI (H.K.) CO., LTD.
Since BANDAI Polska sp. zo. o gained in importance and NAMCO BANDAI Live
Creative Inc. was newly incorporated, those companies were added to the scope of
consolidation from this consolidated fiscal year. In addition, regarding the companies
included among consolidated subsidiaries in the previous consolidated fiscal year, (i) D3
Publisher Inc., and Entertainment Software Publishing, Inc., were merged into a
consolidated subsidiary, (ii) NAMCO TRADING LTD. and NAMCO SPA RESORTLTD. were liquidated, and (iii) stock of Bowling Station S.L.U. was sold. Accordingly,
those companies were excluded from the scope of consolidation.
(2)(i)

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

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

32

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

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

Number of Non-Consolidated Subsidiaries and Affiliated Companies to Which the
Equity Method Was Applied:
7 companies(ii) Names of the Principal Non-Consolidated Subsidiaries and Affiliated Companies toWhich the Equity Method Was Applied:(2)

Non-consolidated subsidiary:

SHANGHAI NAMCO LTD.

Affiliated companies:

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

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

(ii) Reason the Equity Method Was Not Applied to the Company:
The equity method was not applied to this company, because it was deemed thatthe exclusion of the company from the application of the equity method would
have little, and no material impact on the consolidated financial statements of theCompany and it seemed unimportant as a whole in consideration of thecompany’s net income or loss and retained earnings, etc. corresponding to theownership held by the Company.
3. Information Concerning the Fiscal Year, etc. for Consolidated Subsidiaries
NAMCO BANDAI Holdings (USA) Inc. and some other consolidated subsidiaries (10domestic and 25 overseas subsidiaries) have the last day of December, January, or February
as closing date.
In the preparation of the consolidated financial statements, the financial statements of eachcompany for the relevant fiscal year were used, and necessary adjustments for consolidation
purposes were made in the case of material transactions conducted prior to the last day of theconsolidated fiscal year for the consolidated financial statements of the Company.

33

4. Information Concerning the Basis for Accounting Treatment(1)(i)

Valuation Basis and Methods for Significant Assets:
Valuation Basis and Methods for Securities:
Held-to-maturity securities:

Stated using the amortized(straight-line method)cost

methodOther securities:
Securities with market values:
Stated using the market price method based on amounts using market
prices, etc. on the closing date. (Valuation differences are reflected
directly in net assets and cost of sales is calculated using the moving
average method.)
Securities without market values:
Stated using the cost method based on the moving average method.
However, with respect to the contributions to limited liability
partnerships for investment businesses and similar partnerships, theamount corresponding to the equity holdings of the partnership’s assets
is stated as investment securities, and the amount corresponding to
profits or losses resulting from the operations of the partnership is statedas profits or losses for this consolidated fiscal year.
(ii) Derivative Transactions: Stated using the market price method.
(iii) Valuation Basis and Methods for Inventories:
Work in process, such as game software, etc.:
Stated using the cost method based on the specific-cost method. (The value
stated on the balance sheet was calculated by writing down the book value
based on declining profitability.)
Others:Domestic consolidated subsidiaries:
Generally, stated using the cost method based on the average method.
(The value stated on the balance sheet was calculated by writing down
the book value based on declining profitability.)
Overseas consolidated subsidiaries:
Generally, stated using the lower of cost or market method based on the
average method.
(2)(i)

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

34

The general useful life of property, plant and equipment is as follows:
Buildings and structures:
5 to 50 years
Amusement facilities and machines:
2 to 7 years(ii) Intangible Assets:
Stated using the straight-line method.
The general useful life of software is as follows:
Software (used internally):
1 to 5 years(iii) Leased Assets:
Stated using the straight-line method, with the useful life set to the lease period,
for a residual value of zero.
However, financing lease transactions other than those in which titles to leased
property are determined to be transferred to lessees, which transactions started
on or before March 31, 2008, are stated by applying the accounting treatment
applicable to ordinary operating lease transactions.
(3)

Basis of Recognition for Significant Provision:(i)

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

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

Provision for loss on disaster:
The provision for loss on disaster is included in the estimated amount at the endof this consolidated fiscal year for expenditures to restore assets damaged by theGreat East Japan Earthquake.

(vi) Accrued Retirement and Severance Benefits:
Accrued retirement and severance benefits for employees in respect of defined
benefit plans is provided for based on the estimated values of projected benefit
obligations and pension plan assets at the end of the consolidated fiscal year.
Unrecognized actuarial gain or loss is amortized, beginning from theconsolidated fiscal year following the year in which it is incurred, using thestraight-line method over a fixed period (9 to 19 years) that does not exceed theaverage remaining years of service of employees as of the end of the fiscal year
in which it is incurred. Certain domestic consolidated subsidiaries amortize prior

35

service costs over a fixed period (10 to 11 years) that does not exceed theaverage remaining years of service of employees at the point when the costs are
incurred.
(4)

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

(ii) Video Game Software Production Costs:
A distinctive characteristic of video game software is the process through which
the software is highly combined with the content that cannot be separated into
identifiable components.
The content is considered to be an important component of each video game title,
which includes the game content and visual / music data. Once management
makes a decision to go forward in distributing a title, the Company records thesoftware and content development costs as work in process.
The capitalized production costs are amortized to cost of sales based on
projected sales volumes.
(5)(i)

Significant Accounting Policies for Hedging:
Accounting for Hedging:

The Company used deferred hedge accounting.
In cases where forward foreign exchange contracts meet certain hedging criteria,
they are accounted for under the allocation method.
(ii) Hedging Instruments and Hedged Items:
Hedging instruments:
Hedged items:

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

36

(6)

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

(7)

Other Important Information Constituting the Basis of Preparation of Consolidated Financial
Statements
Accounting treatment of consumption tax:
Consumption tax is accounted for separately and is not figured into each listed
item.

5. Changes in the Important Information Constituting the Basis for Preparation of Consolidated
Financial Statements(Application of Accounting Standard for Asset Retirement Obligations)“Accounting Standard for Asset Retirement Obligations” (ASBJ Statement No. 18, March 31,2008) and “Guidance on Accounting Standard for Asset Retirement Obligations” (ASBJ
Guidance No. 21, March 31, 2008) were applied from this consolidated fiscal year.
As a result, gross profit, operating income, and recurring income have each decreased by 83
million yen and net income before income taxes and minority interests decreased by 1,334
million yen.
(Application of Accounting Standard for Business Combinations)“Accounting Standard for Business Combinations” (ASBJ Statement No. 21, December 26,2008), “Accounting Standard for Consolidated Financial Statements” (ASBJ Statement No. 22,
December 26, 2008), “Partial Amendments to Accounting Standard for Research andDevelopment Costs” (ASBJ Statement No. 23, December 26, 2008), “Accounting Standard forBusiness Divestitures” (ASBJ Statement No. 7, December 26, 2008), “Accounting Standard for
Equity Method of Accounting for Investments” (ASBJ Statement No. 16, December 26, 2008),
and “Guidance on Accounting Standard for Business Combinations and Accounting Standard forBusiness Divestitures” (ASBJ Guidance No. 10, December 26, 2008) were applied from thisfiscal year.

376. Change in Method of Presentation(Consolidated Balance Sheet)(1) What had been stated separately through the previous consolidated fiscal year as “Short-term
investments” (for which the balance at the end of this consolidated fiscal year is 2,817 million
yen) was stated within “Other current assets” under “Current assets,” since it is at or below 1
percent of total assets.
(2) What had been stated separately through the previous consolidated fiscal year as “Goodwill”(for which the balance at the end of this consolidated fiscal year is 726 million yen) was statedwithin “Intangible assets,” since it is at or below 1 percent of total assets.
(Consolidated Statements of Operations)(1) “Rent income,” which had been stated through the previous consolidated fiscal year within“Other non-operating income” under “Non-operating income” was stated separately, since it isabove 10 percent of the total non-operating income.
The total of “Rent income” for the previous consolidated fiscal year was 115 million yen.
(2)

What had been stated through the previous consolidated fiscal year as “Reversal of accrued
retirement and severance benefits” (for which the balance for this consolidated fiscal year is 0
million yen) was stated within “Other extraordinary income” under “Extraordinary income”
since it is at or below 10 percent of the total extraordinary income.

(3)“Loss on valuation of investment securities,” which had been stated through the previous
consolidated fiscal year within “Other extraordinary loss” under “Extraordinary loss” was statedseparately, since it is above 10 percent of the total extraordinary loss.
The total of “Loss on valuation of investment securities” for the previous consolidated fiscal
year was 122 million yen.
(4) What had been stated through the previous consolidated fiscal year as “Loss on disposal of fixed
assets” (for which the balance for this consolidated fiscal year is 564 million yen) and “Loss on
business restructuring” (for which the balance for this consolidated fiscal year is 104 millionyen), were stated within “Other extraordinary loss” under “Extraordinary loss,” since each is ator below 10 percent of the total extraordinary loss.
(5) What had been stated through the previous consolidated fiscal year as “Income taxes for theprevious period” (for which the balance for this consolidated fiscal year is 42 million yen) was
stated within “Corporate income, inhabitant and enterprise taxes,” since its monetary importancehas decreased in this consolidated fiscal year.
(6) With the adoption of “Ministerial Ordinance for Partial Revision of the Ordinance for
Enforcement of the Companies Act and the Corporate Accounting Rules, etc.” (March 27, 2009,
Ordinance of the Ministry of Justice No. 7 of 2009), based on “Accounting Standard forConsolidated Financial Statements” (ASBJ Statement No. 22, December 26, 2008), from thisconsolidated fiscal year, “Income before minority interests” is stated separately.

II.

Notes to Consolidated Balance Sheet
1. Pledged Assets:
Time deposits: ¥3 million
Pledged for bank transaction guarantees
2. Amount of Accumulated Depreciation of Property, Plant and Equipment:¥122,394 million
3. Discounted Notes Receivable¥50 million

38

4. Land revaluation
A revaluation of land for business-use was implemented pursuant to the “Law Concerning
Land revaluation” (Law No. 34, March 31, 1998) and the revalued difference was recorded
under net assets.
Revaluation Method:
The fair value of land is determined based on official notice prices that arecalculated by the method assessed and published by the Commissioner of the
National Tax Agency. The Commissioner assesses and publishes the method to
calculate land value that forms the foundation for calculating taxable value for land
value tax prescribed in “Article 16 of Land Value Tax Law (Law No. 69, May 2,1991)”, as stipulated in “Article 2-4 of the Ordinance Implementing the Law
Concerning Land revaluation (Cabinet Order No. 119, March 31, 1998)”.
Reasonable adjustments are made to the official notice prices.
Revaluation Date: March 31, 2002
Difference between the market value of the revalued land at the end of this consolidated
fiscal year and the revaluated book value after the revaluation: negative 749 million yen.
III. Notes to Consolidated Statement of Changes in Net Assets
1. Type and Total Number of Shares Issued
Common stock

240,000,000 shares

2. Matters Concerning Distribution of Surplus(1)

Paid Dividend Amounts, etc.

Date of Resolution

June 21, 2010
Ordinary General
Meeting of
Shareholders
November 5, 2010,
Board of Directors’Meeting(2)

Type ofsharesTotalamount ofdividends(millions ofyen)

Dividend pershare (yen)Date ofrecordEffective
date

Common
stock

2,898

12

March 31,2010

June 22,2010

Common
stock

2,898

12

September
30, 2010

December 6,
2010

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

Date of Scheduled
Resolution

Type ofsharesTotalamount ofdividends(millionsof yen)June 20, 2011,
Ordinary General
Meeting of
Shareholders

Common
stock

2,839

Source ofdividends

Dividend
per share(yen)

Date ofrecordEffective
date

Retainedearnings

12

March 31,2011

June 21,2011

39

IV. Notes Concerning Financial Instruments
1. Financial Instruments
The Group manages funds by means of highly secure financial instruments only andprocures funds through borrowing from banks and other financial institutions.
With regard to credit risk posed by customers with respect to trade receivables, which areoperating receivables, credit information on major customers is updated at least once a year,
to minimize such credit risk. Hedging is implemented as necessary through the use of
forward exchange contracts for the purpose of reducing risks arising from fluctuations in
exchange rates for foreign-currency-denominated operating receivables.
Shares, which are investment securities, are exposed to the risk of market pricefluctuations; their market values are checked once a quarter.
Part of trade payables, which are operating liabilities, is denominated in foreign
currencies. Hedging is implemented as necessary through the use of forward exchange
contracts for the purpose of reducing risks arising from fluctuations in exchange rates forforeign-currency-denominated operating liabilities.
Borrowings are used mainly to procure funds needed for capital expenditures and forinvestment financing. Hedging is implemented as necessary for variable rate borrowings
through the use of interest rate swaps for the purpose of reducing risks arising fromfluctuations in interest rates.
Derivative transactions are executed and managed according to internal rules that
determine trading authority and limits on amounts traded; derivatives are used in ways thatminimize credit risk, and thus transactions are carried out only with highly creditworthy
financial institutions.
2. Market Values of Financial Instruments
The book values of financial instruments as stated in the consolidated balance sheet, theirmarket value as of March 31, 2011, and the difference between book value and market
value are as stated below. This table does not include assets for which it was judged
extremely difficult to assess the market value.
Book value
stated in theMarket value
Difference
consolidated(Millions of yen) (Millions of yen)balance sheet(Millions of yen)
(1) Cash and time deposits
88,126
88,126—(2) Trade receivables
57,26257,262—(3) Short-Term Investments andInvestment Securities
1. Held-to-maturity securities
25
25—
2. Other securities
13,164
13,164—
3. Stock of affiliated companies
7,185
4,661
(2,524)
Total assets
165,765
163,240(2,524)(1) Trade payables
36,64136,641—(2) Short-term borrowings
3,428
3,428
—
(3) Accounts payable-other
20,47020,470—(4) Accrued income taxes
7,979
7,979
—
Total liabilities
68,52068,520—Derivative transactions (*)
(107)
(107)
—
(*) Debts and credits derived from derivative transactions are stated on a net basis and net debts areindicated in parentheses ( ).

40

(Notes) 1. Relevant matters of method of calculating the market value of financial instruments andsecurities and derivative transactions
Assets(1) Cash and time deposits, (2) Trade receivables
Since these are readily convertible into cash, their market value is almost identical withthe book value; and these are stated at the book value.
(3) Short-term investments and investment securities
The market value of these is stated at the price on the stock exchange or the price aspresented by counterparty financial institutions and others.
Liabilities(1) Trade payables, (2) Short-term borrowings, (3) Accounts payable-other, (4) Accrued income
taxes
Since these are readily convertible into cash, their market value is almost identical withthe book value; and these are stated at the book value.
Derivative transactions
The market value of derivative transactions is stated at the price as presented bycounterparty financial institutions and others.
2. Unlisted stocks (stated as 1,459 million yen in the consolidated balance sheet) and stocksof unconsolidated subsidiaries and affiliated companies (unlisted stocks) (stated as 2,151
million yen in the consolidated balance sheet) have no market price, and it is extremely
difficult to assess their market value; thus, they are not included in “(3) Short-Term
Investments and Investment Securities.”
V. Notes Concerning Per-Share Data
1. Net assets per share:¥896.83

2. Net income per share for this consolidated fiscal year:¥7.71

VI. Notes to significant subsequent events(Method of treasury stock acquisition)
Concerning a resolution made by the Board of Directors at the meeting held on February 25, 2011 on
the acquisition of treasury stock, the Company, at a Board of Directors meeting held on May 10, 2011,
resolved the concrete acquisition method set forth below in accordance with the provision of Article
156, Paragraph 1 of the Companies Act as applied by replacing the relevant terms pursuant to Article
165, Paragraph 3 of the Companies Act and the Company’s Articles of Incorporation.
1. Reason for acquisition
To improve capital efficiency by effectively utilizing assets held and to execute capital policy withthe flexibility to respond to change in the business environment.
2. Acquisition method
Acquisition from market, etc.
The Company will acquire shares from the market up to the total number and amount notexceeding those calculated after deducting the number and amount of the shares acquired by tender
offer from February 28 to March 28, 2011.
3. Period of acquisition
From May 11, 2011 to December 31, 201141

4. OtherContents of resolution at Board of Directors meeting held on February 25, 2011
(1) Type of shares
Common stock(2) Total number of shares to be acquired
20,000,000 shares (maximum)(3) Total amount for share acquisition¥20,000 million (maximum)(4) Period of share acquisition
From February 28, 2011 to December 31, 2011(5) Status of shares acquired after above Board of Directors resolution(total number of acquired shares) 5,005,364 shares(total amount paid for acquired shares) ¥4,434 million
The number of own shares acquired in relation to the resolution of the Board of Directors at themeeting held on May 10, 2011 is not included in (5).

42VII. Other Notes
Loss on Impairment of Fixed Assets
Groupings for evaluating fixed asset impairment are made by the Company and its
consolidated subsidiaries according to management accounting classifications based on strategic
business units, excluding significant idle assets, assets scheduled for disposal, and leased assets.
Of these, in the amusement facility business, the individual facility, the smallest unit used inmanagement accounting, is mainly the basic unit for grouping assets.
In addition, the book values of the following assets, which exclude reusable assets, werereduced to the recoverable amount. The amount of reduction was recorded as a loss on
impairment of fixed assets in extraordinary loss.
Location
Nakagami-gun, Okinawa
Prefecture, etc. (Note 1)

Items
Amusement facility

Tyne and Wear, U.K., etc.
(Note 1)Essex, U.K., etc.
(Note 2)

Amusement facility

Taito-ku, Tokyo (Note 3)

Assets for business use

Taito-ku, Tokyo (Note 4)

Assets for business use

Cergy-Pontois, France(Note 1)

Assets for business use

Seoul, Korea (Note 1)

Internet content businesssoftware

Shinagawa-ku, Tokyo,
etc. (Note 5)
Sapporo City, Hokkaido(Note 1)
Total

Amusement facility

Assets for business use
Assets for business use

Classification
Amusement facilities
and machines andother assets
Intangible assets andother assets
Amusement facilities
and machines andother assets
Property, plant andequipment (other)
Investment and otherassets (other)
Property, plant andequipment (other)
Intangible assets
Buildings &structures,
Other property, plantand equipment
Property, plant andequipment (other)

Impairment Loss
(Millions of yen)
204
20
363
28
28
15
252
83
1
996

(Notes) 1. Impairment loss was recorded because it was forecasted that the book value of these
fixed assets could not be recovered due to a decline in business profitability. The
recoverable amount was calculated by the estimated value in use of zero.
2. Impairment loss was recorded because it was forecasted that the book value of these
fixed assets could not be recovered due to a decline in business profitability. The
recoverable amount was calculated by the estimated value in use based on the expected
future cash flows.
3. Impairment loss was recorded on these assets, for which no future use is anticipated. The
recoverable amount was evaluated by the memorandum value.
4. It was determined that the profit assumed at the time of acquisition was unlikely to berealized. Therefore, the total balance was recorded as an impairment loss.
5. Impairment loss was recorded on these assets, for which no future use is anticipated. The
recoverable amount was calculated by the estimated value in use of zero.

43

Non-Consolidated Balance Sheet(As of March 31, 2011)(Millions of yen)AmountASSETS
Current assets
Cash and time deposits
Trade receivables
Prepaid expenses
Other current assets
Total current assets

28,974249
277
97830,480

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

31
216
155
403
341
159
57
559
9,554
286,59052
1,600
297,797298,760
329,24044

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

45

77,275
3,333
579
324
80
25
155
127
81,901
40
15
140
195
82,097

10,000191,971
2,500
189,471
48,4691,645
46,824
26,104
20,719(3,421)
247,019

123
123
247,143
329,240

Non-Consolidated Statements of Operations(From April 1, 2010 to March 31, 2011)(Millions of yen)Amount5,635

Operating revenue
Dividend income from affiliatedcompanies
Business management income fromaffiliated companies
Operating expenses
General and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Rental income
Other non-operating income
Non-operating expenses
Interest expense
Expenses related to rental assets
Other non-operating expenses
Recurring income
Extraordinary income
Gain on sales of investment securities, net
Gain on reversal of stock subscription rights
Extraordinary loss
Loss on valuation of investment securities
Other extraordinary losses
Income before income taxes
Corporate income, inhabitant and enterprisetaxes
Net income

2,733
2,902
2,733
2,733
2,902
2,126
28
156
1,918
22
2,202
138
1,902
160
2,825
768
53
715
2,132
2,045
86
1,461
26

26
1,435

46

Non-Consolidated Statement of Changes in Net Assets(From April 1, 2010 to March 31, 2011)(Millions of yen)
Stockholders’ equity
Common stock
Balance as of March 31, 2010
Changes during the period
Total changes during the period
Balance as of March 31, 2011
Additional paid-in capital
Capital reserve
Balance as of March 31, 2010
Changes during the period
Total changes during the period
Balance as of March 31, 2011
Other capital surplus
Balance as of March 31, 2010
Changes during the period
Disposal of treasury stock
Retirement of treasury stock
Total changes during the period
Balance as of March 31, 2011
Total additional paid-in capital
Balance as of March 31, 2010
Changes during the period
Disposal of treasury stock
Retirement of treasury stock
Total changes during the period
Balance as of March 31, 2011
Retained earnings
Legal reserve
Balance as of March 31, 2010
Changes during the period
Total changes during the period
Balance as of March 31, 2011
Other retained earnings
General reserve
Balance as of March 31, 2010
Changes during the period
Total changes during the period
Balance as of March 31, 2011
Retained earnings carried forward
Balance as of March 31, 2010
Changes during the period
Cash dividends
Net income
Total changes during the period
Balance as of March 31, 2011
Total retained earnings
Balance as of March 31, 2010
Changes during the period
Cash dividends
Net income
Total changes during the period
Balance as of March 31, 2011

10,000−10,000
2,500
−
2,500
199,538
41(10,108)(10,067)
189,471
202,038
41(10,108)(10,067)
191,971
1,645
−
1,645
26,104−
26,10425,082(5,797)
1,435(4,362)
20,71952,832(5,797)
1,435(4,362)
48,46947

(Millions of yen)
Treasury stock
Balance as of March 31, 2010
Changes during the period
Purchase of treasury stock
Disposal of treasury stock
Retirement of treasury stock
Total changes during the period
Balance as of March 31, 2011
Total stockholders’ equity
Balance as of March 31, 2010
Changes during the period
Cash dividends
Net income
Purchase of treasury stock
Disposal of treasury stock
Retirement of treasury stock
Total changes during the period
Balance as of March 31, 2011
Valuation difference and foreign currency translation
adjustments
Unrealized gains or losses on other securities, net oftax
Balance as of March 31, 2010
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2011
Total valuation difference and foreign currencytranslation adjustments
Balance as of March 31, 2010
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2011
Stock subscription rights
Balance as of March 31, 2010
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2011
Total net assets
Balance as of March 31, 2010
Changes during the period
Cash dividends
Net income
Purchase of treasury stock
Disposal of treasury stock
Retirement of treasury stock
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 201148

(9,413)(4,171)
54
10,1085,991(3,421)
255,457(5,797)
1,435(4,171)
95−(8,438)247,019

(510)
634
634
123
(510)
634
634
123
810

(810)
(810)
−
255,757(5,797)
1,435(4,171)
95−(175)(8,613)
247,143

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

Valuation Basis and Methods for Assets:

Valuation basis and methods for securities:(i) Shares of Subsidiaries and Affiliated Companies:
Stated using cost method based on the moving average method.
(ii) Other Securities:
Securities with market values:
Stated using the market price method based on amounts using market prices, etc. on theclosing date. (Valuation differences are reflected directly in net assets and cost of sales iscalculated using the moving average method.)
Securities without market values:
Stated using cost method based on the moving average method.
(2)

Depreciation Methods for Fixed Assets:(i)

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

Basis of Recognition for Provision:
Accrued Retirement and Severance Benefits:
The Company provides for retirement and severance benefits for employees based on
estimated retirement benefit obligations as of the end of this fiscal year.

(4)

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

(5)

Change in Method of Presentation(Non-Consolidated Statements of Operations)
What had been stated through the previous fiscal year as “Foreign exchange loss” (for which
the balance for this fiscal year is 131 million yen) was stated within “Other non-operating
expenses” since it is at or below 10 percent of the total of non-operating expenses.
2. Notes to Non-Consolidated Balance Sheet(1)

Amount of accumulated depreciation of property, plant and equipment: ¥303 million(2)

Monetary claims and obligations with respect to affiliated companies (excluding amounts given in
specific categories)
Short-term monetary claims on affiliated companies:
Short-term monetary obligations to affiliated companies:

49¥663 million¥313 million

3. Notes to Non-Consolidated Statements of Operations
Transactions with affiliated companies (excluding amounts given in specific categories)
Non-operating Transactions:Non-operating income¥1,933 million
Non-operating expenses¥86 million
4. Notes to Non-Consolidated Statement of Changes in Net Assets
The total number and type of treasury stock as of the end of this fiscal year
Common stock
3,384,653 shares
5. Notes Concerning Tax Effect Accounting
Breakdown of Main Reasons for Deferred Tax Assets and Deferred Tax Liabilities
Deferred tax assets
Loss on valuation of investment securities¥1,192 million
Loss on valuation of investments in affiliated companies¥950 million
Accrued bonuses¥47 million
Loss on valuation of guarantee money deposited¥41 million
Accrued enterprise taxes¥23 million
Others¥29 million
Subtotal deferred tax assets¥2,284million
Valuation allowance(¥2,284million)
Total deferred tax assets¥- million
Deferred tax liabilities
Unrealized gains or losses on other securities, net of tax
Total gross deferred tax liabilities
Net deferred tax liabilities

50(¥40 million)(¥40 million)(¥40 million)

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

Subsidiary

Company

Bandai Co.,Ltd.

Ratio ofvoting rights
ownership

Holding
directly
100.0%

Relationshipwith relatedpartiesInterlocking
directorate

Content

AmountReceipt ofdividends(Note 1)
Management
fees(Note 2)
Borrowings(Note 3)

2,078

Payment ofinterest
Rental building
Borrowings(Note 3)
Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

NAMCO
BANDAI
Games Inc.

NAMCO
LIMITEDBANDAIVISUAL
CO., LTD.

BanprestoCo., Ltd.

Sunrise Inc.

Holding
directly
100.0%

Holding
directly
100.0%

Holding
directly
100.0%

Holdingindirectly
100.0%

Holding
directly
91.8%
indirectly
7.6%Interlocking
directorate

Payment ofinterest
Loans(Note 4)
Receipt ofinterest
Borrowings(Note 3)
Payment ofinterest
Borrowings(Note 3)584
25,384

31
1,774
8,339

10
5,000
11
11,77914
4,619–
Payment ofinterest
Borrowings(Note 3)

5
4,717

–
Payment ofinterest
Borrowings(Note 3)–

Payment ofinterest

Balance asof March
31, 2011––

Interlocking
directorate

Account
items

5
9,786

Trade
receivables
Short-termborrowings fromaffiliatedcompanies––
Short-termborrowings fromaffiliatedcompanies–––
Short-termborrowings fromaffiliatedcompanies–
Short-termborrowings fromaffiliatedcompanies–
Short-termborrowings fromaffiliatedcompanies–
Short-termborrowings fromaffiliatedcompanies

12

55
34,506

–
–
7,726

–
–
–
14,000

–
4,690

–
5,277

–
9,786

–
–

Conditions of transactions and policies for determining the conditions of transactions(Notes) 1. The receipt of dividends is based on the Group’s regulations.
2. Management fees are generally decided based on fair and appropriate prices.
3. The borrowings are transactions made by the cash management system (CMS); the amountstated is the average balance during this fiscal year. The interest rate on these borrowings is,based on intra-Group regulations, determined reasonably, taking into account market interest
rates.
4. The interest rate on these loans is, based on intra-Group regulations, determined reasonably,
taking into account market interest rates.

51

7. Notes Concerning Per-Share Data

Net assets per share:
Net income per share:¥1,044.50¥5.98

8. Notes to significant subsequent events(Method of treasury stock acquisition)
Because this item is explained in the Notes to Consolidated Financial Statements, VI. Notes tosignificant subsequent events, the details are omitted.
END

52

Accounting Auditor’s Report Concerning the Consolidated Financial Statements
Independent Auditor’s Report
May 18, 2011

The Board of Directors
NAMCO BANDAI Holdings Inc.
KPMG AZSA LLC
Hiroshi Shiina (Seal)
Designated Limited Liability and Engagement Partner
Certified Public Accountant
Yoshihiko Nakamura (Seal)
Designated Limited Liability and Engagement Partner
Certified Public Accountant
Yoshichika Kaneko (Seal)
Designated Limited Liability and Engagement Partner
Certified Public Accountant

We have audited the consolidated financial statements, that is, the consolidated balance sheet, the consolidated
statements of operations, consolidated statement of changes in net assets and notes to consolidated financial
statements of NAMCO BANDAI Holdings Inc. for this consolidated fiscal year from April 1, 2010 to March
31, 2011 in accordance with Article 444, Paragraph 4 of the Companies Act. The preparation of theconsolidated financial statements is the responsibility of the Company’s management. Our responsibility is toexpress an opinion on the consolidated financial statements based on our audit as an independent auditor.
We conducted our audit in accordance with auditing standards generally accepted in Japan. Those auditing
standards require us to obtain reasonable assurance about whether the consolidated financial statements arefree of material false statement. An audit is performed on a test basis, and includes assessing the principles
used, the method of their application and estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis forour opinion.
We find that the aforementioned consolidated financial statements are compliant with corporate auditing
standards generally accepted in Japan and that all of the important matters concerning property, losses, andprofits for this consolidated fiscal year of these statements for NAMCO BANDAI Holdings Inc. and the Groupconsisting of consolidated subsidiaries are correctly listed.
Additional Information
As described in Notes to significant subsequent events of Notes to consolidated financial statements, theCompany resolved a concrete method to acquire its own shares at the Board of Directors meeting held on May 10,
2011.
Our firm and engagement partners have no interest with the Company which should be disclosed pursuant to
the provisions of the Certified Public Accountants Law of Japan.
END

53

Accounting Auditor’s Report Concerning the Non-Consolidated Financial Statements
Independent Auditor’s Report
May 18, 2011

The Board of Directors
NAMCO BANDAI Holdings Inc.
KPMG AZSA LLC
Hiroshi Shiina (Seal)
Designated Limited Liability and Engagement Partner
Certified Public Accountant
Yoshihiko Nakamura (Seal)
Designated Limited Liability and Engagement Partner
Certified Public Accountant
Yoshichika Kaneko (Seal)
Designated Limited Liability and Engagement Partner
Certified Public Accountant

We have audited the non-consolidated financial statements, that is, the non-consolidated balance sheet, thenon-consolidated statements of operations, non-consolidated statement of changes in net assets and notes tofinancial statements of NAMCO BANDAI Holdings Inc. and their supplementary statements for the 6th fiscal
year from April 1, 2010 to March 31, 2011 in accordance with Article 436, Paragraph 2, Item 1 of theCompanies Act. The preparation of the non-consolidated financial statements and their supplementarystatements is the responsibility of the Company’s management. Our responsibility is to express an opinion on
the non-consolidated financial statements and their supplementary statements based on our audit as
independent auditors.
We conducted our audit in accordance with auditing standards generally accepted in Japan. Those auditing
standards require us to obtain reasonable assurance about whether the non-consolidated financial statements
and their supplementary statements are free of material false statement. An audit is performed on a test basis,
and includes assessing the accounting principles used, the method of their application and estimates made bymanagement, as well as evaluating the overall presentation of the non-consolidated financial statements andtheir supplementary statements. We believe that our audit provides a reasonable basis for our opinion.
We find that the aforementioned non-consolidated financial statements and their supplementary statements arecompliant with corporate auditing standards generally accepted in Japan and that all of the important mattersconcerning property, profits and losses for the non-consolidated financial statements and their supplementarystatements are correctly listed.
Additional Information
As described in Notes to significant subsequent events of Notes to non-consolidated financial statements, theCompany resolved a concrete method to acquire its own shares at the Board of Directors meeting held on May 10,
2011.
Our firm and engagement partners have no interest with the Company which should be disclosed pursuant to
the provisions of the Certified Public Accountants Law of Japan.
END

54

Board of Corporate Auditors’ Report
Audit Report
We, the Board of Corporate Auditors, prepared this audit report, as a unanimous opinion of all
members of the Board of Corporate Auditors, on the execution of duties by Directors during the 6th
fiscal year from April 1, 2010 to March 31, 2011, based on audit reports prepared by each Corporate
Auditor.
1. Method and Content of Audits by Corporate Auditors and the Board of Corporate Auditors
We devised the 6th auditing plan (auditing policies, duties assigned to each Corporate Auditor andauditing methods), received reports on the progress on, and results of, audits from each Corporate
Auditor, as well as reports on the execution of their duties from Directors, etc. and the Accounting
Auditor, and requested explanations as necessary.
Each Corporate Auditor communicated with the Directors, the internal auditing division, and other
employees, etc., in accordance with the internal regulations established by the Board of Corporate
Auditors, such as Board of Corporate Auditors regulations, Corporate Auditors regulations, auditing
standards for internal control system, and the above-mentioned auditing plan, to collect informationand improve the auditing environment. We attended the meetings of the Board of Directors and othersignificant meetings, received reports on the execution of duties from Directors and employees, etc.,
obtained explanations thereof as necessary, viewed documents concerning important decisions, andinvestigated the conditions of operations and assets of the Company. We also periodically received
reports from Directors and employees, etc., requested explanations as necessary, and expressed
opinion, regarding the development and operation of internal control systems that were organizedbased on decisions by the Board of Directors in relation to the development of a system to ensure thatthe execution of duties by Directors and other operations of the Company as described in the business
reports were in conformity with applicable laws and regulations and the Company’s Articles ofIncorporation, and a system stipulated in Article 100, Paragraphs 1 and 3 of the Enforcement
Ordinance of the Companies Act. In addition, we received reports on evaluations and audit status ofinternal controls on financial reporting from Directors, etc. and from KPMG AZSA LLC, the
Accounting Auditor of the Company, concerning internal controls on financial reporting, and requested
explanations thereof as necessary. We further examined the content of basic policies (Article 118, Item
3-(a) of the Enforcement Ordinance of the Companies Act) and actions (Article 118, Item 3-(b) of the
Enforcement Ordinance of the Companies Act) described in business reports based on the meetings ofthe Board of Directors and other discussions. Regarding the Company’s subsidiaries, wecommunicated and shared information with the Directors and the Corporate Auditors, etc of thesubsidiaries, and received reports on their business as necessary from them. Using the aforementioned
method, we examined the business reports and supplementary statements for this fiscal year underreview.
Furthermore, we monitored and verified that the Accounting Auditor remained independent andperformed audits appropriately, received reports on the execution of its duties from the Accounting
Auditor and requested explanations as necessary. We were also notified that a “system for ensuring theproper execution of duties” (as per Article 131 of the Corporate Accounting Rules) was organized inaccordance with “Quality Control Standards for Auditing” (October 28, 2005, Business Accounting
Council), and requested explanations as necessary. Using the aforementioned method, we examined
non-consolidated financial statements (non-consolidated balance sheet, non-consolidated statements ofoperations, non-consolidated statement of changes in net assets, and notes thereto), their supplementarystatements and consolidated financial statements (consolidated balance sheet, consolidated statementsof operations, consolidated statement of changes in net assets, and notes thereto) for this fiscal year
under review.

55

2. Results of the Audit(1) Audit Results of business reports, etc.
(i) We confirm that the business reports and its supplementary statements fairly represent thecondition of the Company and are in conformity with the applicable laws and regulations andthe Articles of Incorporation of the Company.
(ii) We confirm that, with respect to the execution of duties by Directors, there are no fraudulent
acts, or material facts that violate applicable laws and regulations or the Articles ofIncorporation.
(iii) We confirm that the decisions made by the Board of Directors with regard to internal control
systems are proper. We recognize that there is nothing to be cited with respect to thedescription of those internal control systems in the business reports and the execution ofduties by Directors. In addition, as of the date hereof, we have received reports from the
Directors, etc. and from KPMG AZSA LLC as to the effectiveness of the internal controls on
financial reporting.
(iv) We confirm that there is nothing to be cited in respect of the basic policy described in thebusiness reports concerning what and how a person or entity controlling decisions on thefinancial and business policies of the Company should be. We confirm that actions (Article
118, Item 3-(b) of the Enforcement Ordinance of the Companies Act) described in thebusiness reports are in accordance with this basic policy and that these actions do not damage
our Group’s value and shareholders’ common interest, nor serve to maintain the position of
the directors of the Company.
(2) Audit Result of non-consolidated financial statements and their supplementary statements.
We confirm that the methods and the results of the audit by KPMG AZSA LLC, the Accounting
Auditor of the Company, are appropriate.
(3) Audit Result of consolidated financial statements
We confirm that the methods and the results of the audit by KPMG AZSA LLC, the Accounting
Auditor of the Company, are appropriate.
May 18, 2011
Board of Corporate Auditors
NAMCO BANDAI Holdings Inc.
Standing Corporate Auditor
Koichiro Homma
Standing Corporate Auditor(outside corporate auditor)
Corporate Auditor(outside corporate auditor)
Corporate Auditor(outside corporate auditor)(Seal)

Katsuhiko Kohtari(Seal)

Osamu Sudo

(Seal)

Kouji Yanase(Seal)END

56

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1 Appropriation of Surplus
Appropriation of surplus is as follows:
Fiscal Year-end Dividends
The Company places the return of profits to shareholders as one of its highest
management priorities. The Company assumes its basic policy is to further strengthen
the Group’s competitiveness and, while maintaining a sound financial status, to achieve
regular distributions of dividends and improvement in the Company’s corporate value.
In concrete terms, the Company’s basic policy is to provide a return to shareholders thattargets at a payout ratio of 30% in accordance with consolidated operational results andbased on stable annual dividend payments of ¥24 per share.
In view of the Company’s performance in this fiscal year, it will pay a year-end
dividend of ¥12 per share for this sixth fiscal year.
Since the Company paid an interim dividend of ¥12 per share on December 6, 2010,
the total annual dividend for the fiscal year will be ¥24 per share.
(i) Type of dividend assets:Cash(ii) Allocation of dividend assets to be paid to shareholders and total amount ofdividend:¥12 per share of common stock of the Company
Total amount of dividends would be ¥2,839,384,164(iii) Effective date of distribution of surplus (dividend):
June 21, 201157

Proposal No. 2 Election of Nine (9) Directors
Since the terms of office of the nine (9) Directors of the Company will expire as of theconclusion of this General Meeting of Shareholders, the Company requests the election of nine(9) Directors.
The candidates for Director of the Company are as follows:

Candidate
No.

Name(Date of Birth)

Career Summary, Positions and Responsibilities in the
Company (Major Concurrent Positions)Apr. 1978:

1

Joined NAMCO LIMITED(currently NAMCO BANDAI Games Inc.)
Aug. 1991: General Manager, EM Development
Department of NAMCO LIMITED
Jun. 1995:
Director in charge of Development
Division II, General Manager, EM
Development Department and VS
Development Department of NAMCO
LIMITED
Jun. 1999:
Managing Director in charge of Research,
Development and Production, andDevelopment Division II of NAMCO
LIMITED
Shukuo Ishikawa
Apr. 2005:
Executive Vice President and(April 15, 1955)
Representative Director in charge ofcontents business of NAMCO LIMITED
Apr. 2006:
President and Representative Director of
NAMCO BANDAI Games Inc.
Jun. 2006:
Director of the Company
Apr. 2009:
President and Representative Director of
the Company (current position)
Apr. 2010:
President and Representative Director of
NAMCO BANDAI Games Inc.
(current position)(Major concurrent positions)
President and President and Representative Director of
NAMCO BANDAI Games Inc.

Number of
Shares of theCompany
Owned

58

17,900 Shares

Candidate
No.

Name
(Date of Birth)

Career Summary, Positions and Responsibilities in the
Company (Major Concurrent Positions)Apr. 1968:

2

Takeo Takasu(June 24, 1945)

3

Shuji Ohtsu(August 6, 1959)

Joined the Sanwa Bank Ltd. (currently the
Bank of Tokyo-Mitsubishi UFJ, Ltd.)
Oct. 1993:
General Manager, Los Angeles Branch, theSanwa Bank Ltd.
Apr. 1996:
Joined Bandai Co., Ltd. as General
Manager, Planning OfficeJun. 1996:
President and Representative Director,
Bandai Holding Corp.
Jun. 1997:
Managing Director, Bandai Co., Ltd.
Mar. 1999:
President and Representative Director,
Bandai Co., Ltd.
Jun. 2005:
Chairman and Representative Director,
Bandai Co., Ltd.
Sep. 2005:
President and Representative Director of
the Company
May 2007:
Chairman of the Japan Toy Association(current position)
Apr. 2009:
Chairman and Representative Director of
the Company
Feb. 2010:
Chairman and Director of the Company(current position)(Major concurrent positions)
Chairman of the Japan Toy Association
Mar. 1986:
Licensed as a CPA
Dec. 1996:
Partner in Century Audit Corporation
Jan. 2000:
Partner in Century Ota Showa & Co.
(currently Ernst & Young ShinNihon LLC)
Sep. 2003:
Partner in KPMG AZSA & Co.
May 2004:
Board Member of KPMG AZSA & Co.
Oct. 2007:
Joined the Company as Adviser
Jun. 2008:
Director in charge of Overseas Operations,Group Administrative Headquarters,
Corporate Legal Affairs Office and Internal
Auditing Division of the Company
Apr. 2011:
Director in charge of Overseas Operations,Group Administrative Headquarters, andDivision General Manager of Group
Administrative Headquarters of theCompany (current position)

Number of
Shares of theCompany
Owned

59

95,750 Shares

9,800 Shares

Candidate
No.

Name
(Date of Birth)

Career Summary, Positions and Responsibilities in the
Company (Major Concurrent Positions)Apr. 1986:
Aug. 2005:

4

Yuji Asako(January 18,
1966)

5

Kazunori Ueno
(September 16,
1953)

Joined Bandai Co., Ltd.
General Manager, Accounting Division ofBandai Co., Ltd.
Sep. 2005:
Joined the Company, as General Managerof the Corporate Administration
Department
Apr. 2006:
Director, NAMCO BANDAI Games Inc.
(current position)
Apr. 2008:
Executive Officer, Division General
Manager of Corporate Planning Divisionof the Company
Jun. 2010:
Director in charge of Corporate Planningand Division General Manager of the
Corporate Planning Division of theCompany (current position)
Apr. 1977:
Joined Bandai Co., Ltd.
Apr. 1991:
General Manager, Candy Toy / Vending
Machine Business Department of Bandai
Co., Ltd.
Jun. 2001:
Director in charge of the Toy Business
Projects and General Manager, Character
Toy Business Department of Bandai Co.,Ltd.
Apr. 2003:
Managing Director and President, Toys &Hobby Company and Chief Gundam
Officer (CGO) of Bandai Co., Ltd.
Jun. 2005:
President and Representative Director ofBandai Co., Ltd., and Chief Gundam
Officer (CGO) (current position)
Sep. 2005:
Director of the Company
Jun. 2007:
Director in charge of Toys and Hobby
SBU of the Company (current position)(Major concurrent positions)
President and Representative Director of Bandai Co.,
Ltd.

Number of
Shares of theCompany
Owned

60

8,300 Shares

51,350 Shares

Candidate
No.

Name
(Date of Birth)

Career Summary, Positions and Responsibilities in the
Company (Major Concurrent Positions)Apr. 1978:

6

Masahiro
Tachibana(April 16, 1951)

Joined NAMCO LIMITED (currently
NAMCO BANDAI Games Inc.)
Jul. 1986:
General Manager, Operations Division of
NAMCO LIMITED
Jun. 1988:
Director in charge of Operations
Representative and General Manager,
Operations Division of NAMCO
LIMITED
Jun. 1989:
Managing Director in charge ofOperations, and General Manager,
Operations Division of NAMCO
LIMITED
Jun. 1994:
Representative Director and Managing
Director of NAMCO LIMITED
Apr. 2004:
Representative Director and Senior
Managing Director, CT Company
President, and Head of CT Control
Division of NAMCO LIMITED
Apr. 2005:
Senior Managing Director of NAMCO
LIMITED
Sep. 2005:
Director in charge of domestic market of
the Company
Apr. 2008:
Director in charge of Amusement Facility
SBU of the Company
President and Representative Director of
NAMCO LIMITED*(current position)
Jun. 2010:
Director in charge of Amusement Facility
SBU (current position)(Major concurrent positions)
President and Representative Director of NAMCO
LIMITED** Newly established company through the company splitof NAMCO LIMITED (currently NAMCO BANDAI
Games Inc.)

Number of
Shares of theCompany
Owned

61

36,300 Shares

Candidate
No.

Name
(Date of Birth)

Career Summary, Positions and Responsibilities in the
Company (Major Concurrent Positions)Jul. 1972:

7

Manabu Tazaki(November 8,
1948)

8
(*)

Nobuo Sayama(December 3,
1953)

Joined McDonald’s Company (Japan),Ltd. (currently McDonald’s Holdings
Japan)
Dec. 1989:
Joined Toys “R” US-Japan, Ltd.
Apr. 1993:
President and Representative Director ofToys “R” US-Japan, Ltd.
Apr. 2004:
Chairman, Representative Director, andChief Executive Officer of Toys “R”
US-Japan, Ltd.
Jul. 2006:
Business Advisor to the Company
Apr. 2008:
Director of NAMCO LIMITED*
Jun. 2009:
Director of the Company(current position)
Mar. 2011:
Outside Director of STUDIO ALICE
Co., Ltd. (current position)* Newly established company through the company splitof NAMCO LIMITED (currently NAMCO BANDAI
Games Inc.)(Major concurrent positions)
Outside Director of STUDIO ALICE Co., Ltd.
Apr. 1976:
Joined TEIJIN LIMITEDJul. 1987:
Joined Mitsui Bank, Ltd. (currently
Sumitomo Mitsui Banking Corporation)
Jan. 1999:
Representative Director of UNISONCAPITAL, Inc.
Apr. 2004:
Assistant Professor, Graduate School ofInternational Corporate Strategy (ICS),
Hitotsubashi University and
Representative Director of GCA Co, Ltd.
(currently GCA Holdings Corporation)
Apr. 2005:
Professor, Graduate School ofInternational Corporate Strategy (ICS),
Hitotsubashi University(current position)
Oct. 2005:
Representative Director of Mezzanine
Corporation
Mar. 2008:
Managing Director of GCA Savvian
Group Corporation (current position),and Representative Director of Integral
Corporation (current position)(Major concurrent positions)
Professor, Graduate School of International Corporate
Strategy (ICS), Hitotsubashi University
Director of GCA Savvian Group Corporation
Representative Director of Integral Corporation

Number of
Shares of theCompany
Owned(*)New candidate for Director of the Company

62

3,100 Shares--- Shares

Candidate
No.

Name
(Date of Birth)

Career Summary, Positions and Responsibilities in the
Company (Major Concurrent Positions)Apr. 1984:
Apr. 1991:

9(*)

Tomohisa
Tabuchi(December 9,
1957)

Admitted to the bar in Japan
Joined Mori Sogo Law Office(currently Mori Hamada & Matsumoto)Jun. 2006:
Outside Corporate Auditor of NAMCO
BANDAI Games Inc. (current position)
Apr. 2007:
Established STW & Partners
Partner of STW & Partners(current position)
Jun. 2010:
External Director of Hitachi Medical
Corporation (current position)(Major concurrent positions)
Partner of STW & Partners
Outside Director of Hitachi Medical Corporation
Outside Corporate Auditor of NAMCO BANDAI Games
Inc.

Number of
Shares of theCompany
Owned--- Shares(*)New candidate for Director of the Company(Notes)1. Each of Mr. Manabu Tazaki, Mr. Nobuo Sayama, and Mr. Tomohisa Tabuchi iscandidate for Outside Director of the Company. Mr. Manabu Tazaki is currently an
Outside Director of the Company; at the conclusion of this General Meeting of
Shareholders, it will be about 2 years since Mr. Manabu Tazaki assumed the officeof Outside Director. A Liability Limitation Agreement under Article 427, Paragraph
1 of the Companies Act, has not been concluded between Mr. Manabu Tazaki and
the Company.
(1) Reason for Proposing Them as Candidates for Outside Director of the Company and
Their Competence as Outside Director
The reasons for proposing Mr. Manabu Tazaki as a candidate for Outside Director
are that, given his extensive experience in corporate management, his excellent
character and knowledge, and his thorough knowledge of trends in the toys andhobby, and other industries within which the Group is developing its businesses, theCompany anticipates that he will be able further to strengthen management oversightand check functions and to introduce a broader managerial perspective and thus
believes that he will be able to perform the duties of an Outside Director
appropriately.
The reasons for proposing Mr. Nobuo Sayama as a candidate for Outside Director
are that, given his extensive experience in corporate management and his profoundscholarly knowledge via his teaching activities in the field of corporate strategy, theCompany anticipates that he will be able further to strengthen management oversightand check functions, and thus believes that he will be able to perform the duties ofan Outside Director appropriately.
The reasons for proposing Mr. Tomohisa Tabuchi as a candidate for Outside
Director, although he has not been involved in corporate management other than
through serving as an outside director or outside corporate auditor, are that theCompany anticipates, given his many years of experience as an attorney-at-law, that
he will be able further to strengthen management oversight and check functions,mainly from a legal risk perspective, and thus believes that he will be able toperform the duties of an Outside Director appropriately.

63

(2) Independence as Outside Director
The Company believes that Mr. Manabu Tazaki, Mr. Nobuo Sayama, and Mr.
Tomohisa Tabuchi, who are candidates for Outside Director of the Company, haveno risk of conflicts of interest with general shareholders and have a high degree of
independence. The Company will file a notification that each of the candidates
would be Independent Directors /Auditors as defined in the rules of the Tokyo Stock
Exchange.

2. There are no special interests between the candidates for Director and the Company.
END

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