Bandai Namco Holdings Inc.
Notice of the Eighteenth Ordinary General Meeting of Shareholders
to be held on June 19, 2023
An English translation of the original notice in Japanese
DISCLAIMER
The following is an English translation of the Japanese original “Notice of the Eighteenth Ordinary General Meeting of
Shareholders of Bandai Namco Holdings Inc.” which meeting is to be held on June 19, 2023.
The Company provides this translation for your reference and convenience only and does not guarantee its accuracy orotherwise. In the event of any discrepancies, the Japanese original notice shall prevail.
These documents have been prepared solely in accordance with Japanese law and are offered here for informational purposes
only. In particular, please note that the financial statements included in the following translation have been prepared inaccordance with Japanese GAAP.

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(Date of notice) May 29, 2023
(Start date of measures for electronic provision) May 24, 2023
5-37-8 Shiba, Minato-ku, Tokyo
Bandai Namco Holdings Inc.
Masaru Kawaguchi
President and Representative Director
Dear Shareholders,
NOTICE OF THE EIGHTEENTH ORDINARY GENERAL MEETINGOF SHAREHOLDERS
We would like to thank all of our shareholders for your continued support.
We will hold the Eighteenth Ordinary General Meeting of Shareholders of Bandai Namco
Holdings Inc. (“the Company”) as follows. Your attendance would be appreciated.
If you are unable to attend the Ordinary General Meeting of Shareholders in person, please
review the Reference Documents for the General Meeting of Shareholders and the materials for the
General Meeting of Shareholders provided through measures for electronic provision described
below and exercise your voting rights in writing or via the Internet not later than 5:30 p.m., Saturday,
June 17, 2023 (Japan Time) by referring to the “Information on Exercise of Voting Rights” described
below.
Date and Time:

June 19, 2023 (Monday) at 10:00 a.m. (Japan Time)

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

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

2.

Report on the Contents of the Business Reports, the Consolidated Financial Statements, andthe Results of the Auditing of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Committee for the Eighteenth Fiscal Year (from April 1,
2022 to March 31, 2023)
Report on the Contents of the Non-Consolidated Financial Statements for the Eighteenth
Fiscal Year (from April 1, 2022 to March 31, 2023)

Matters to be Resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Ten Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
Measures for Electronic Provision of the Materials for the General Meeting of Shareholders
In convening this General Meeting of Shareholders, the Company takes measures for electronic
provision of information for the General Meeting of Shareholders (“Electronically Provided
Information”). The Electronically Provided Information is posted on the Companyʼs website as the“Notice of the Eighteenth Ordinary General Meeting of Shareholders and Meeting Materials (As of
May 24, 2023).” Please access the following website to see the Electronically Provided
Information.

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The Companyʼs website:
https://www.bandainamco.co.jp/ir/stock/meeting.html (in Japanese)
In addition to the Companyʼs website, you can see the Electronically Provided Information on thefollowing websites.
The website for posted materials for the general meeting of shareholders:
https://d.sokai.jp/7832/teiji/ (in Japanese)
The Tokyo Stock Exchangeʼs website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Please search by entering the Companyʼs name “Bandai Namco Holdings” or the Companyʼs
Securities Code “7832” on the Listed Company Search page, click “Basic information,” then click“Documents for public inspection/PR information” to see the Electronically Provided Information.
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Pursuant to laws and regulations and Article 16 of the Companyʼs Articles of Incorporation,
the document describing information for the General Meeting of Shareholders that theCompany sends to shareholders who have requested delivery of such document in writing
does not include the following: “Systems for Ensuring the Properness of Operations andOperating Status of the Systems” in the Business Report; “Consolidated Statement of
Changes in Net Assets” and “Notes to Consolidated Financial Statements” in theConsolidated Financial Statements; and “Non-consolidated Statement of Changes in Net
Assets” and “Notes to Non-consolidated Financial Statements” in the Non-consolidated
Financial Statements. Therefore, such document only constitutes a part of the documents
audited by Audit & Supervisory Committee when preparing the Audit & Supervisory
Committeeʼs Report and by the Accounting Auditor when preparing the Independent
Auditorʼs Report.
If any revisions are made to the Electronically Provided Information, the Company will post a
notice to that effect as well as the information before and after such revisions on the
Companyʼs website and other applicable websites on the Internet.

If there is no indication of approval or disapproval for the proposals on the Voting Rights
Exercise Form when exercising your voting rights in writing (via postal mail), the Company shalltreat it as a vote for approval.
If you exercise your voting rights more than once both in writing (via postal mail) and via theInternet, then only the vote cast via the Internet shall be deemed valid.
If you cast your vote via the Internet multiple times, then only the last vote cast shall bedeemed valid. In addition, if you cast your vote via the Internet more than once, using apersonal computer, a smartphone, etc., then only the last vote cast shall be deemed valid.
If you attend the meeting in person, you do not need to follow the procedures for the exercise
of voting rights via postal mail (sending the Voting Rights Exercise Form) or via the Internet.

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[Information on Exercise of Voting Rights]
Please exercise your voting rights after reviewing the Reference Documents for the General Meeting of
Shareholders described below.
You may exercise your voting rights by one of the following three methods.
How to exercise your voting rights in writing (via postal mail):
Please indicate, on the Voting Rights Exercise Form, your approval or disapproval of each itemon the agenda and return the completed form.
Deadline for voting:
To be received no later than 5:30 p.m., Saturday, June 17, 2023 (Japan Time).
How to exercise your voting rights via the Internet:
Please enter your approval or disapproval of each item on the agenda in accordance with the
instructions on the following page.
Deadline for voting:All data entry to be completed no later than 5:30 p.m., Saturday, June 17, 2023 (Japan Time).
How to exercise your voting rights via attending the General Meeting of Shareholders:
When attending the meeting in person, please hand in the Voting Rights Exercise Form at thereception desk at the place of the shareholdersʼ meeting.
Date and time of the General Meeting of Shareholders:June 19, 2023 (Monday) at 10:00 a.m. (Japan Time)<Note on holding of the General Meeting of Shareholders>
The General Meeting of Shareholders may be subject to administrative changes due to circumstances suchas developments involving COVID-19 or government announcements or guidelines up to the date of theGeneral Meeting of Shareholders. We ask that you check the Company website for updates in regard thereto.
The Companyʼs website:
https://www.bandainamco.co.jp/ir/stock/meeting.html (in Japanese)4

[Information on Exercise of Voting Rights via the Internet]
By scanning the QR CodeYou can log in to the website for the exercise of voting rights without entering the Login ID or Temporary
Password printed on the Voting Rights Exercise Form.
1. Please scan the QR Code printed on the right side of the Voting Rights Exercise Form.
* QR Code is a registered trademark of DENSO WAVE INCORPORATED.
2. Enter your approval or disapproval of each item on the agenda in accordance with the instructions on thescreen.
By entering your Login ID and Temporary Password
The website for the exercise of voting rights: https://evote.tr.mufg.jp/
1. Please access the website for the exercise of voting rights.
2. Enter the “Login ID” and “Temporary Password” printed on your Voting Rights Exercise Form and click
the “Login.”
3. Please register the “New Password.”
Enter the “New Password.”
Click the “Send.”
4. Enter your approval or disapproval of each item on the agenda in accordance with the instructions on thescreen.
* All costs associated with accessing the website for the exercise of voting rights are to be borne by theshareholders.
If you have any inquiries regarding the operation of a personal computer, asmartphone, or a mobile phone, etc. when exercising your voting rights via theInternet, please contact the following:Transfer Agent Department (Help Desk)
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (9:00 to 21:00 (Japan Time); toll free only within Japan)
Institutional investors may make use of the Electronic Voting Platform for Institutional Investors
operated by ICJ, Inc.

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
Appropriation of surplus is as follows:
Fiscal year-end dividends
The Company ranks the return of profits to shareholders as one of its highest priorities in its
management. The Company aims to further strengthen the competitiveness of the Bandai Namco Group (the“Group”) and, while maintaining a sound financial status, to achieve regular distributions of dividends andimprovement in the Companyʼs corporate value. Specifically, the Company follows a basic policy of providing
a return to shareholders that targets a total return ratio of 50% or more based on stable dividend payments
of 2% of DOE (dividends on equity). Under this policy, the Company strives to maintain long-term and stabledividends and be more aware of capital cost.
In view of the Companyʼs performance in this fiscal year, the Company will pay a year-end dividend of¥179 per share, which consists of a base dividend of ¥27 per share and a performance-based dividend of ¥152
per share.
Since the Company paid an interim dividend of ¥27 per share on December 9, 2022, the total annual
dividend for the fiscal year will be ¥206 per share.
(Note) The Company conducted a share split with a ratio of three shares for every one share of common stock on April
1, 2023.
The year-end dividends for the fiscal year ended March 31, 2023, the record date for which is March 31, 2023, will
be based on the number of shares before the share split.

1. Type of dividend assets:
Cash
2. Allocation of dividend assets to be paid to shareholders and total amount of dividend:
Dividend per share of common stock of the Company ·········· ¥179
Total amount of dividends ·································· ¥39,394,950,259
3. Effective date of distribution of surplus (dividend):
June 20, 2023

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Proposal No. 2: Election of Ten Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
The terms of office of ten Directors (excluding Audit & Supervisory Committee Members) of theCompany will expire as of the close of this General Meeting of Shareholders. Accordingly, the Company
requests the election of ten Directors (excluding Audit & Supervisory Committee Members).
If this Proposal is approved and adopted as proposed, Outside Directors shall make up one-third of all
Directors, such that five of the fourteen Directors of the Company will be independent Outside Directors.
The candidates for Director (excluding Audit & Supervisory Committee Members) of the Company are
as follows:1.

Masaru Kawaguchi

Reelection

Date of Birth:

November 2, 1960

Number of the Company’s Shares Owned:

186,000 Shares

Number of Years in Office as Director:

7 Years

Attendance at Board of Directors Meetings:

100.0% (19/19)

Positions and Responsibilities in the Company:

President and Representative Director, GroupCEO■ Career Summary
Apr. 1983:

Joined BANDAI CO., LTD.

Apr. 2002:

Executive Officer and General Manager, Vending Machine Business Department of BANDAI
CO., LTD.

Apr. 2006:

Director in charge of distribution policy of BANDAI CO., LTD.

Apr. 2010:

Managing Director in charge of hobby business policy and quality assurance policy of
BANDAI CO., LTD.

Apr. 2015:

Senior Managing Director in charge of toy business policy of BANDAI CO., LTD.

Aug. 2015:

President and Representative Director of BANDAI CO., LTD.
Executive Officer of the Company

June 2016: Director in charge of Toys and Hobby SBU of the Company
Feb. 2018:

President and Representative Director of BANDAI SPIRITS CO., LTD.

Apr. 2018:

Director in charge of Toys and Hobby Unit of the Company

Apr. 2020:

Executive Vice President and Director in charge of Toys and Hobby Unit of the Company

Apr. 2021:

President and Representative Director Responsible for Entertainment Unit of the Company
Chairman & Director of BANDAI CO., LTD.

Apr. 2022:

President and Representative Director, Group CEO of the Company (current position)

Reasons for proposing Mr. Masaru Kawaguchi as a candidate for Director:
Mr. Masaru Kawaguchi has been supervising the management of the Company appropriately since being
appointed as Executive Vice President and Director of the Company in 2020 and as President andRepresentative Director of the Company in 2021 by, for example, achieving the previous Mid-term Planand record-high performance, and possesses extensive experience, achievements, and knowledge. He is
proposed as a candidate for Director as the Company considers him capable of ensuring that the Group
continues to grow.

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2.

Yuji Asako

Reelection

Date of Birth:January 18, 1966

Number of the Company’s Shares Owned:

148,800 Shares

Number of Years in Office as Director:

13 Years

Attendance at Board of Directors Meetings:

100.0% (19/19)

Positions and Responsibilities in the Company:

Director, CFO, CISO, and CSO (Chief
Sustainability Officer) in charge of Corporate
Planning Division and Group Administrative
Headquarters■ Career Summary
Apr. 1986:

Joined BANDAI CO., LTD.

Aug. 2005:

General Manager, Accounting Division of BANDAI CO., LTD.

Sep. 2005:

Joined the Company, as General Manager of Corporate Administration Department in chargeof PR and IR, and Accounting and Finance

Apr. 2006:

Director of NAMCO BANDAI Games Inc. (currently Bandai Namco Entertainment Inc.)

Apr. 2008:

Executive Officer, Division General Manager of Corporate Planning Division of the Company

June 2010: Director in charge of Corporate Planning and Division General Manager of Corporate
Planning Division of the Company
June 2011: Director and Division General Manager of Corporate Planning Division of the Company
Apr. 2014:

Director of NAMCO LIMITED (*) (currently Bandai Namco Amusement Inc.)* Newly established company through the incorporation-type company split of NAMCO
LIMITED (currently Bandai Namco Entertainment Inc.)

Apr. 2017:

Director of Bandai Namco Holdings Asia Co., Ltd. (current position)

Apr. 2021:

Director and Division General Manager of Corporate Planning Division Supervising
Amusement Unit of the Company
Director of Bandai Namco Amusement Inc.

Apr. 2022:

Director, CFO, CISO, and CSO in charge of Corporate Planning Division and Group
Administrative Headquarters of the Company (current position)

Apr. 2023:

Director of Bandai Namco Filmworks Inc. (current position)

Reasons for proposing Mr. Yuji Asako as a candidate for Director:
Mr. Yuji Asako possesses extensive experience, achievements, and knowledge relating to management
and administration, including business planning and accounting, and also has experience in roles where
he was responsible for internal and external communications, such as IR, PR and SR, as well as
information security and sustainable activities. He is proposed as a candidate for Director as theCompany considers him capable of implementing the Group’s management strategies and seeking asustained increase in corporate value.

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3.

Nobuhiko Momoi

Reelection

Date of Birth:

December 25, 1968

Number of the Company’s Shares Owned:

20,400 Shares

Number of Years in Office as Director:

1 YearAttendance at Board of Directors Meetings:

100.0% (15/15)

Positions and Responsibilities in the Company:

Director and General Manager of Group
Business Strategy Department■ Career Summary
Apr. 1991:

Joined Sony Corporation (currently SONY GROUP CORPORATION)

Dec. 1998:

Joined Nemic-Lambda Co., Ltd. (currently TDK-Lambda Corporation)

Oct. 2001:

Joined BANDAI CO., LTD.

Jul. 2004:

General Manager of New Business Office of BANDAI CO., LTD.

Apr. 2016:

Executive Officer and General Manager of Media Department of BANDAI CO., LTD.

Apr. 2018

Director in charge of Europe and Americas business policy and Head of Life BusinessCompany of BANDAI CO., LTD.
Chairman and Representative Director of BANDAI ESPAÑA S.A. (current position)

Apr. 2021

Managing Director in charge of media policy and Europe and Americas businessDirector of Bandai Namco Entertainment Europe S.A.S. (currently Bandai Namco Europe
S.A.S.) (current position)

Apr. 2022

President & CEO of Bandai Namco Holdings USA Inc. (current position)
Director in charge of US, Canada, Latin America and Europe Business Strategy of BANDAI
CO., LTD. (current position)
Executive Officer and General Manager of Group Business Strategy Department of theCompany

June 2022

Director and General Manager of Group Business Strategy Department of the Company(current position)(Major concurrent position)
President & CEO of Bandai Namco Holdings USA Inc.
Reasons for proposing Mr. Nobuhiko Momoi as a candidate for Director:
Mr. Nobuhiko Momoi possesses extensive experience, achievements, and knowledge in the Toys andHobby Business around the world and has also been engaged in building ties among the various
businesses of the Group as General Manager of the Group Business Strategy Department of the Company
since 2022. He is proposed as a candidate for Director as the Company considers him capable ofenhancing collaboration in Group management.

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4.

Nao Udagawa

New election

Date of Birth:January 22, 1974

Number of the Company’s Shares Owned:

52,800 Shares

Positions and Responsibilities in the Company:

Executive Officer in charge of Digital Business ofEntertainment Unit

■ Career Summary
Apr. 1994:

Joined BANDAI CO., LTD.

Sep. 2000:

Joined Bandai Networks Co., Ltd.

Apr. 2009:

Joined NAMCO BANDAI Games Inc. (currently Bandai Namco Entertainment Inc.)

Apr. 2010:

General Manager of Studio 2, Production 2-4 of NAMCO BANDAI Games Inc.

Apr. 2014:

Executive Officer and Deputy Division Head of Business Division II of NAMCO BANDAI GamesInc.

Apr. 2015:

Director in charge of NE Business Division and Division Head of NE Business Department ofBandai Namco Entertainment Inc.

Apr. 2018:

Managing Director in charge of NE Business Department, CE Business Department, and CE
Asia Business Department of Bandai Namco Entertainment Inc.

Apr. 2021:

President and Representative Director of BANDAI SPIRITS CO., LTD.

Apr. 2023:

President and Representative Director of Bandai Namco Entertainment Inc. (current
position)
Executive Officer in charge of Digital Business of Entertainment Unit of the Company (current
position)(Major concurrent position)
President and Representative Director of Bandai Namco Entertainment Inc.
Reasons for proposing Ms. Nao Udagawa as a candidate for Director:
Ms. Nao Udagawa possesses extensive experience, achievements, and knowledge from her wide-ranging
involvement in multiple businesses in the Group. She has driven the business forward as the President
and Representative Director of Bandai Namco Entertainment Inc., which is the business managementcompany of the Digital Business of the Entertainment Unit in the Group, since 2023. She is proposed as a
candidate for Director as the Company considers her capable of building closer ties between the Digital
Business and Group management.

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5.

Kazuhiro Takenaka

Reelection

Date of Birth:

February 11, 1964

Number of the Company’s Shares Owned:

65,400 Shares

Number of Years in Office as Director:

1 YearAttendance at Board of Directors Meetings:

100.0% (15/15)

Positions and Responsibilities in the Company:

Director in charge of Toys and Hobby Businessof Entertainment Unit

■ Career Summary
Apr. 1987:

Joined BANDAI CO., LTD.

Apr. 2006:

General Manager of Media Department of BANDAI CO., LTD.

Apr. 2011:

Executive Officer and General Manager of Vending Machine Business Department of BANDAI
CO., LTD.

June 2015: Director in charge of hobby business policy of BANDAI CO., LTD.
Apr. 2018:

Director in charge of Media Department, Online Marketing Strategy Office, Collectors Toy
Department, and Hobby Business Department of BANDAI SPIRITS CO., LTD.

Apr. 2019:

Managing Director in charge of Media Department of BANDAI SPIRITS CO., LTD.

Apr. 2021:

President and Representative Director of BANDAI CO., LTD. (current position)
Executive Officer in charge of Toys and Hobby Business of Entertainment Unit of theCompany

June 2022: Director in charge of Toys and Hobby Business of Entertainment Unit of the Company(current position)(Major concurrent position)
President and Representative Director of BANDAI CO., LTD.
Reasons for proposing Mr. Kazuhiro Takenaka as a candidate for Director:
Mr. Kazuhiro Takenaka possesses extensive experience, achievements, and knowledge in the Toys andHobby Business and has driven the business forward as President and Representative Director of BANDAI
CO., LTD., which is the business management company of the Toys and Hobby Business of theEntertainment Unit in the Group, since 2021. He is proposed as a candidate for Director as the Company
considers him capable of building closer ties between the Toys and Hobby Business and Groupmanagement.

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6.

Makoto Asanuma

Reelection

Date of Birth:

April 23, 1963

Number of the Company’s Shares Owned:

65,700 Shares

Number of Years in Office as Director:

4 Years

Attendance at Board of Directors Meetings:

100.0% (19/19)

Positions and Responsibilities in the Company:

Director in charge of IP Production Unit

■ Career Summary
Apr. 1986:

Joined Kabushiki Kaisha Network

Oct. 2000:

Joined Bandai Networks Co., Ltd.

Apr. 2004:

General Manager of Mobile Business Department of Bandai Networks Co., Ltd.

June 2005: Director, Deputy Division Head of Business Division and General Manager of Content
Business Department of Bandai Networks Co., Ltd.
Apr. 2009:

Executive Officer and Deputy Division Head of NE Business Division of NAMCO BANDAI Games
Inc. (currently Bandai Namco Entertainment Inc.)

Oct. 2010:

President and Representative Director of Bandai Namco Online Inc.

Apr. 2014:

Director, Division Head of Business Division I of Bandai Namco Entertainment Inc.

Apr. 2015:

Managing Director in charge of Global Business Promotion Unit / Media Unit of Bandai
Namco Entertainment Inc.

Apr. 2018:

Senior Managing Director of SUNRISE INC. (currently Bandai Namco Filmworks Inc.)

Mar. 2019:

Chairman of SUNRISE SHANGHAI CO., LTD.

Apr. 2019:

Executive Officer in charge of IP Creation Unit of the Company
President and Representative Director of SUNRISE INC. (current position)

June 2019: Director in charge of IP Creation Unit of the Company
Apr. 2021:

Director in charge of Creation Business of IP Production Unit of the Company

Apr. 2022:

Director in charge of IP Production Unit of the Company (current position)(Major concurrent positions)
President and Representative Director of Bandai Namco Filmworks Inc.
Reasons for proposing Mr. Makoto Asanuma as a candidate for Director:
Mr. Makoto Asanuma possesses extensive experience, achievements, and knowledge from his wideranging involvement in multiple businesses in the Group. He has driven the business forward as the
President and Representative Director of SUNRISE INC. (currently Bandai Namco Filmworks Inc.), which isthe current business management company of the IP Production Unit in the Group, since 2019. He is
proposed as a candidate for Director as the Company considers him capable of building closer ties
between the IP Production Business and Group management.

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7.

Hiroshi Kawasaki

Reelection

Date of Birth:

April 24, 1963

Number of the Company’s Shares Owned:

78,150 Shares

Number of Years in Office as Director:

2 Years

Attendance at Board of Directors Meetings:

94.7% (18/19)

Positions and Responsibilities in the Company:

Director in charge of Amusement Unit

■ Career Summary
Apr. 1987:

Joined BANDAI CO., LTD.

Apr. 2001:

Executive Officer and General Manager of Innovative Toy Business Department of BANDAI
CO., LTD.

Oct. 2005:

General Manager of President’s Office and Corporate Planning Department of the Company

Apr. 2007:

Director of NAMCO LIMITED (*) (currently Bandai Namco Amusement Inc.)* Newly established company through the incorporation-type company split of NAMCO
LIMITED (currently Bandai Namco Entertainment Inc.)

Apr. 2015:

Managing Director of NAMCO LIMITED

Apr. 2018:

Director of Bandai Namco Entertainment Inc.

Apr. 2021:

Executive Officer in charge of Amusement Unit of the Company
President and Representative Director of Bandai Namco Amusement Inc. (current position)

June 2021: Director in charge of Amusement Unit of the Company (current position)
Apr. 2023

President and Representative Director of Bandai Namco Amusement Lab Inc. (current
position)(Major concurrent position)
President and Representative Director of Bandai Namco Amusement Inc.
President and Representative Director of Bandai Namco Amusement Lab Inc.
Reasons for proposing Mr. Hiroshi Kawasaki as a candidate for Director:
Mr. Hiroshi Kawasaki possesses extensive experience, achievements, and knowledge from his wideranging involvement in multiple businesses in the Group. He has driven the business forward as the
President and Representative Director of Bandai Namco Amusement Inc., which is the business
management company of the Amusement Unit in the Group, since 2021. He is proposed as a candidate for
Director as the Company considers him capable of building closer ties between the Amusement Businessand Group management.

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8.

Shuji Ohtsu

Reelection

Date of Birth:

August 6, 1959

Number of the Company’s Shares Owned:

139,500 Shares

Number of Years in Office as Director:

15 Years

Attendance at Board of Directors Meetings:

100.0% (19/19)

Positions and Responsibilities in the Company:

Director and CIO in charge of Bandai Namco
Business Arc Inc.

■ Career Summary
Mar. 1986:

Licensed as a Certified Public Accountant

Dec. 1996:

Partner of Century Audit Corporation

Jan. 2000:

Partner of Century Ota Showa & Co. (currently Ernst & Young ShinNihon LLC)

Sep. 2003:

Partner of KPMG AZSA & Co. (currently KPMG AZSA LLC)

May 2004:

Board Member of KPMG AZSA & Co.

Oct. 2007:

Joined the Company as Adviser

June 2008: Director in charge of Overseas Operations, Group Administrative Headquarters, Corporate
Legal Affairs Department and Internal Auditing Division of the Company
June 2011: Director in charge of Overseas Regional Headquarters Companies and Division General
Manager of the Group Administrative Headquarters of the Company
Apr. 2013:

Director and Division General Manager of the Group Administrative Headquarters of theCompany
President and Representative Director of NAMCO BANDAI Holdings (USA) Inc. (currently
Bandai Namco Holdings USA Inc.)

Apr. 2015:

President and Representative Director of Bandai Namco Business Arc Inc. (current position)

Oct. 2017:

President and Representative Director of Bandai Namco Will Inc. (current position)

Apr. 2022

Director and CIO in charge of Bandai Namco Business Arc Inc. of the Company (current
position)(Major concurrent positions)
President and Representative Director of Bandai Namco Business Arc Inc.
President and Representative Director of Bandai Namco Will Inc.
Reasons for proposing Mr. Shuji Ohtsu as a candidate for Director:
Mr. Shuji Ohtsu possesses specialist expertise as a certified public accountant, as well as extensive
experience and achievements. He is proposed as a candidate for Director as the Company considers him
capable of strengthening Group management structures and ensuring highly transparent management.

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9.

Reelection

Koichi Kawana

Outside Director

Date of Birth:

April 23, 1958

Number of the Company’s Shares Owned:--- Shares

Number of Years in Office as Director:

4 Years

Attendance at Board of Directors Meetings:

100.0% (19/19)

Positions and Responsibilities in the Company:

Outside Director■ Career Summary
Apr. 1982:

Joined JGC CORPORATION (currently JGC HOLDINGS CORPORATION)

Jul. 1997:

General Manager, Abu Dhabi Office and General Manager, Kuwait Office of JGC
CORPORATION

Jul. 2001:

General Manager, London Office and JGC UK Managing Director of JGC CORPORATION

May 2004:

General Manager, Project Business Investment Promotion Department, Project Business
Promotion Division, Global Marketing Division of JGC CORPORATION

Aug. 2007:

Executive Officer, Senior General Manager, New Business Promotion Division, Global
Marketing Division of JGC CORPORATION

Jul. 2009:Managing Director, Senior General Manager, Global Marketing Division of JGC CORPORATION

June 2010: Representative Director, Senior Executive Vice President of JGC CORPORATION
Jul. 2011:

Representative Director and President of JGC CORPORATION

June 2017: Director, Vice Chairman of JGC CORPORATION
June 2018: Vice Chairman of JGC CORPORATION
June 2019: Outside Director of the Company (current position)
Outside Director (Audit & Supervisory Committee Member) of COMSYS Holdings
Corporation* (current position)
Outside Director of TOKYO ELECTRON DEVICE LIMITED (current position)
June 2020: External Director of RENOVA, Inc. (current position)
External Director of ispace, inc. (current position)
Mar. 2023

Outside Director of KUBOTA Corporation (current position)(Major concurrent positions)
Outside Director (Audit & Supervisory Committee Member) of COMSYS Holdings Corporation*
Outside Director of TOKYO ELECTRON DEVICE LIMITED
External Director of RENOVA, Inc.
External Director of ispace, inc.
Outside Director of KUBOTA Corporation* Mr. Koichi Kawana plans to retire as Outside Director of COMSYS Holdings Corporation in June 2023.

Reasons for proposing Mr. Koichi Kawana as a candidate for Outside Director and expected role:
Given Mr. Koichi Kawana’s extensive knowledge and experience in corporate management, the Company
anticipates that he will be able to further strengthen management oversight and checking functions, andintroduce a global managerial perspective based on his extensive experience working overseas, and thus
believes that he will be able to perform the duties of an Outside Director appropriately.

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10.

Reelection

Toshio Shimada

Outside Director

Date of Birth:

June 4, 1957

Number of the Company’s Shares Owned:--- Shares

Number of Years in Office as Director:

2 Years

Attendance at Board of Directors Meetings:

100.0% (19/19)

Positions and Responsibilities in the Company:■ Career Summary

Outside Director

Apr. 1980:

Joined JGC CORPORATION (currently JGC HOLDINGS CORPORATION)

Jul. 1990:

Joined Sanwa Research Institute Corp. (currently Mitsubishi UFJ Research and Consulting
Co., Ltd.)

Aug. 1992:

Joined JGC Information Systems Co., Ltd.

Nov. 1997:

Joined CAC Corporation (currently CAC Holdings Corporation)

Mar. 2000:

Executive Officer and General Manager of Corporate Planning Department of CAC
Corporation

Mar. 2002:

Director and General Manager of Corporate Planning Division of CAC Corporation

Jul. 2003:

Managing Director and General Manager of Operational Headquarters of CAC Corporation

Mar. 2004:

President and CEO of CAC Corporation

Jan. 2011:

Chairman and CEO of CAC Corporation

June 2011: Vice Chairman of Japan Information Technology Services Industry Association
Mar. 2015:

Director and Chairman of CAC Holdings Corporation

Mar. 2019:

Special Advisor of CAC Holdings Corporation (current position)

June 2021: Outside Director of the Company (current position)
May 2023

Outside Director of AEON DELIGHT CO., LTD. (current position)(Major concurrent positions)
Special Advisor of CAC Holdings Corporation
Outside Director of AEON DELIGHT CO., LTD.
Reasons for proposing Mr. Toshio Shimada as a candidate for Outside Director and expected role:
Given Mr. Toshio Shimada’s extensive knowledge and experience in corporate management, theCompany anticipates that he will be able to further strengthen management oversight and checking
functions, and introduce his extensive knowledge concerning fusion of corporate management anddigital technology into the Company’s managerial perspective, and thus believes that he will be able toperform the duties of an Outside Director appropriately.
(Notes) 1. Each of Mr. Koichi Kawana and Mr. Toshio Shimada is a candidate for Outside Director of theCompany. Each of Mr. Koichi Kawana and Mr. Toshio Shimada is currently Outside Director of theCompany. As of the close of this General Meeting of Shareholders, Mr. Koichi Kawana will have
served as Outside Director for approximately four years, and Mr. Toshio Shimada will have served
as Outside Director for approximately two years.
2. Independence as Outside Director
The Company believes that Mr. Koichi Kawana and Mr. Toshio Shimada, who are candidates for
Outside Director of the Company, both satisfy the Companyʼs Standards for the Independenceof Outside Directors (please refer to “Standards for the Independence of Outside Directors”
described below) and thus have no risk of conflicts of interest with general shareholders andhave a high degree of independence. The Company has filed a notification with the Tokyo Stock
Exchange that each of the candidates would be an independent officer as defined in the rulesof the Tokyo Stock Exchange and would be an independent officer of the Company after theelection at this Ordinary General Meeting of Shareholders.

16

3. Each of Mr. Nobuhiko Momoi and Mr. Kazuhiro Takenaka were elected at the Seventeenth
Ordinary General Meeting of Shareholders held on June 20, 2022, and thus, the number of Boardof Directors Meetings on which their attendance rates are based differ from that of other
Directors. There have been 15 Board of Directors Meetings since Mr. Nobuhiko Momoi and Mr.
Kazuhiro Takenaka assumed the office of Director.
4. The name of Ms. Nao Udagawa in the family register is Nao Ochiai.
5. The Company does not intend to conclude with each of the candidates for Outside Director a
Liability Limitation Agreement provided for in Article 427, Paragraph 1 of the Companies Act.
6. The Company does not intend to conclude with each of the candidates for Director an
Indemnification Agreement provided for in Article 430-2, Paragraph 1 of the Companies Act.
7. The Company has concluded a Directors and Officers Liability (D&O) Insurance Policy
prescribed in Article 430-3, Paragraph 1 of the Companies Act with an insurance company, andthe overview of said insurance policy is as stated in “2. Current Status of the Company (2)Officers of the Company” of the Business Report. If this Proposal is approved and adopted as
proposed, each of the candidates for Director will be included as an insured under the policy. In
addition, the Company plans to renew the policy with the same terms at the time of its renewal.
8. There are no special interests between each of the candidates for Director and the Company.
9. The Company conducted a share split with a ratio of three shares for every one share of common
stock on April 1, 2023. The number of the Companyʼs shares owned described above represents
the number of the shares after this share split.

17

Policy on and process for selecting candidates for Director of the Company <Reference>
The Company selects candidates for Director of the Company using the following policy and process.
If Proposal No. 2 is approved and adopted as proposed, Outside Directors shall make up at least onethird of all Directors, such that five of the fourteen Directors of the Company will be independent Outside
Directors.
Policy on and process for selecting candidates for Director of the Company
To select candidates for Director of the Company, candidates are nominated on the basis of sufficiently broad
expertise and experience in decision-making for corporate management, background in a business supervisory
capacity, or achievements and knowledge from their career to date. The basic policy is that at least one-third of
Directors should be Outside Directors and all of the Outside Directors should be independent Outside Directors.
To select candidates for independent Outside Director of the Company, nominations that provide anappropriate balance of, for example, individuals with extensive experience in corporate management, individuals
with profound knowledge of corporate strategy, lawyers who are experts in compliance and other internal controls,or certified public accountants and certified public tax accountants who are experts in accounting and tax affairs,
are considered and a decision is made accordingly.
When selecting candidates for Director (excluding Audit & Supervisory Committee Members) of the Company,a Personnel Committee of which the chair and a majority of the members are independent Outside Directors isestablished on a discretionary basis to act as a forum for debate and receive recommendations based on therespective candidateʼs achievements and knowledge, and the independent Outside Directors conduct interviews
with new candidates for Director (excluding Audit & Supervisory Committee Members) before a decision is madeat a Board of Directors meeting.
The selection of candidates for Director, Audit & Supervisory Committee Member is decided by the Board of
Directors after considering the necessary capabilities, experience, character, etc. and receiving the consent of the
Audit & Supervisory Committee.

18

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

19

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

Outside

✓
✓
✓

✓
✓
✓
✓
✓

✓
✓

✓
✓

Facilities
and machines

Inside✓✓✓✓Independence

Directors(Audit &Supervisory
Committee
Members)

IP creation
anddevelopment

Outside✓✓✓Digital technology
and information
security

Inside✓✓Legal affairs

Directors(excluding
Audit &
Supervisory
Committee
Members)

Masaru Kawaguchi
Yuji Asako
Nobuhiko Momoi
Nao Udagawa
Kazuhiro Takenaka
Makoto Asanuma
Hiroshi Kawasaki
Shuji Ohtsu
Koichi Kawana
Toshio Shimada
Masataka Nagaike
Toru Shinoda
Satoko Kuwabara
Takayuki Komiya✓

Internationality

Candidates

Visual andmusic

OutsideToys andhobby

InsideDigital

Directors(Audit &Supervisory
Committee
Members)

✓
✓
✓
✓
✓
✓
✓
✓
✓
✓

Sustainability

OutsideCorporate
management

Inside

M
M
M
F
M
M
M
M
M
M
M
M
F
M

Finance, tax
affairs, andaccounting

Directors(excluding
Audit &
Supervisory
Committee
Members)

Masaru Kawaguchi
Yuji Asako
Nobuhiko Momoi
Nao Udagawa
Kazuhiro Takenaka
Makoto Asanuma
Hiroshi Kawasaki
Shuji Ohtsu
Koichi Kawana
Toshio Shimada
Masataka Nagaike
Toru Shinoda
Satoko Kuwabara
Takayuki Komiya

GenderCandidates

✓
✓
✓

✓
✓
✓
✓
✓

✓
✓
✓
✓

✓
✓

✓
✓

✓
✓
✓
✓

✓
✓
✓

End

20

(Attached Document)

BUSINESS REPORTS(From April 1, 2022 to March 31, 2023)

1. Current Status of the Group(1)

Business Status for This Fiscal Year(i)

Business Progress and Results

During the fiscal year ended March 31, 2023, the future of the economic environment around theworld remained uncertain. While restrictions on activities implemented due to the novel
coronavirus disease (COVID-19) were increasingly relaxed, the spread of COVID-19 variants,changes in the social situation, fluctuations in the prices of raw materials and foreign currency
exchange rates, and surging fuel prices, among other factors, affected society and the economy aswell as customer lifestyles and preferences.
Under such circumstances, from April 2022, with the introduction of our Purpose as the ultimate
definition of who we are as a Group and the introduction of a new logo, we began our new threeyear Mid-term Plan. In the Mid-term Plan, in order to achieve the aims of the Bandai Namco Group
based on our Purpose, we have established a Mid-term Vision of “Connect with Fans” that aims toconstantly meet the needs of global fans, a wide range of business partners, Group employees, andcommunities around the world and to foster broad, deep, and multifaceted connections. As
priority strategies, we are promoting our IP axis strategy, personnel strategy, and sustainability. By
propelling the priority strategies, we will take advantage of the worldview and uniquecharacteristics of our IP to further evolve the IP axis strategy that aims to maximize IP value
through the provision of the optimal products and services at the optimal times. We will also
strengthen the global development of the IP axis strategy and enhance our sense of unity andcollective strength under the ALL BANDAI NAMCO concept in order to achieve continuous growth.
In the fiscal year under review, in addition to taking swift measures in response to environmental
changes, we promoted various initiatives to foster broad, deep, and multifaceted connections withfans through efforts such as strengthening collaboration among major IP development in the
media and our products and services. Moreover, we stepped up Group-wide, ALL BANDAI NAMCO
efforts, working together across regions and businesses. As a result, sales of products and services
with high profit margins, such as major titles of network content and repeat sales of home video
games in the Digital Business, as well as products for the mature fan base and card products in the
Toys and Hobby Business, contributed to performance around the world. Furthermore, live eventsin the IP Production Business and facilities in the Amusement Business enjoyed strong customer
visits as restrictions on activities were increasingly relaxed. Meanwhile, in the Digital Business,given the intensifying competition in the market environment around the world, we thoroughly
reviewed the status of the development of titles and our business plans with the goal of providing
titles focused on quality, and as a result, we recorded valuation losses, etc. on certain work inprocess. We also recorded foreign exchange gains related to foreign currency transactions in nonoperating income due to weak yen.
Consequently, the Groupʼs consolidated results for the fiscal year ended March 31, 2023 were net
sales of 990,089 million yen (year-on-year increase of 11.3%), operating profit of 116,472 million
yen (year-on-year decrease of 7.2%), recurring profit of 128,006 million yen (year-on-year decreaseof 4.2%), and profit attributable to owners of parent of 90,345 million yen (year-on-year decreaseof 2.6%).

21

(ii)

Outline of Business by Business Segment(Millions of yen)
Operating Profit
Year EndedYear Ended
March 31,
March 31,
Change2022
2023

Year Ended
March 31,2022

Net SalesYear Ended
March 31,2023

378,173385,681

Increase of
7,508

69,63449,339Decreaseof 20,295

373,625

447,491

Increase of
73,86652,31959,538

Increase of
7,218

IP Production

79,96481,748

Increase of
1,784

8,833

10,645

Increase of
1,811

Amusement

82,344

104,602

Increase of
22,257

4,051

6,038

Increase of
1,986

Other

27,66731,313

Increase of
3,646

347

1,165

Increase of818

Eliminations
and Corporate(52,504)(60,748)

Decreaseof 8,244(9,689)(10,254)

Decreaseof 564

Consolidated

889,270990,089

Increase of
100,819

125,496

116,472

Decreaseof 9,023

Business
Segment
Digital(Entertainment
Unit)
Toys and Hobby(Entertainment
Unit)

Change(Note) As the Group changed its classification of business segments on April 1, 2022, the figures for theyear ended March 31, 2022 have been restated according to the current classifications.

Digital Business of Entertainment Unit
As for the Digital Business, in home video games, repeat sales were strong mainly overseas forexisting titles such as ELDEN RING, a major title for worldwide distribution launched in theprevious fiscal year, contributing to results. In addition, the sales of multiple new titles launchedduring this fiscal year were stable. In network content, sales were strong for key titles such as the
DRAGON BALL series and ONE PIECE and for titles that commenced service in the previous fiscal
year as a result of collaboration with IP development in the media and ongoing measures targetingusers. Compared with the previous fiscal year, changes in the product mix, in addition todifferences in the composition of the titles of home video games, affected profits. Furthermore, inthis business, given the intensifying competition in the market environment around the world, we
thoroughly reviewed the status of the development of titles and our business plans with the goalof providing titles focused on quality, and as a result, we recorded valuation losses, etc. on certain
work in process of approximately 13.0 billion yen.
As a result, net sales in the Digital Business were 385,681 million yen (year-on-year increase of
2.0%), and operating profit was 49,339 million yen (year-on-year decrease of 29.1%).
Description of Business
Planning, development, and distribution of network content; planning, development, andsales of home video games, etc.
Toys and Hobby Business of Entertainment Unit
As for the Toys and Hobby Business, while it was impacted by rising prices for raw materials andfuel caused by the weakening of the yen, its overall performance remained strong due to efforts to
expand the categories that are doing well, advance global business development, and strengthen
production operations. Specifically, products for the mature fan base such as plastic models of the
Gundam series, collectible figures, and character lotteries continued to perform favorably aroundthe world mainly due to the successful outcomes produced by sales, marketing, and expansion of22

the product lineup. In addition to these, card products such as the ONE PIECE trading card gameand digital cards of the Gundam series, confectionery products such as Charapaki, and capsule
toys were popular. In this business, we recorded valuation losses, etc. on inventories in the fourth
quarter of this fiscal year.
As a result, net sales in the Toys and Hobby Business were 447,491 million yen (year-on-yearincrease of 19.8%), and operating profit was 59,538 million yen (year-on-year increase of 13.8%).
Description of Business
Planning, development, production, and sales of toys, capsule toys, cards, confectionery
and foods, apparel, sundries, plastic models, prizes, stationery, and other products
IP Production Business
As for the IP Production Business, we changed our organizational structure to integrate resources
and know-how related mainly to visual, music, and live events with the aim of reinforcing our IP
creation. Under this new structure, we produced and distributed video works, sold visual andmusic package software, streamed videos, held live events, and conducted licensing business inrelation to IPs. As a result, the performance of activities such as video streaming and licensing
businesses related to video works, such as the Gundam series, the LoveLive! series, That Time I Got
Reincarnated as a Slime, and BLUELOCK, were strong. Furthermore, with COVID-19 restrictions inJapan being increasingly relaxed, the business for live events and GUNDAM FACTORY YOKOHAMA
exceeded that of the previous fiscal year.
As a result, net sales in the IP Production Business were 81,748 million yen (year-on-year increaseof 2.2%), and operating profit was 10,645 million yen (year-on-year increase of 20.5%).
Description of Business
Planning, production, and management of visual and music content such as animations;management and administration of copyrights and other rights; artist discovery anddevelopment; and live entertainment operations
Amusement Business
As for the Amusement Business, despite the impact of the spread of COVID-19 causing closures offacilities in certain regions and the impact of rising utility costs caused by increased fuel prices, net
sales for existing amusement facilities in Japan increased to 114.9% year on year. In addition, we
stepped up store development through collaboration with the Groupʼs products and services forBandai Namco Cross Stores and GASHAPON Department Stores. Moreover, sales of amusement
machines such as CLENA3, a new product, were also strong. For the Amusement Business, we willcontinue to promote initiatives that only the Bandai Namco Group can offer, such as store
development through collaboration with the Groupʼs products and services, while also continuing
to improve efficiency.
As a result, net sales in the Amusement Business were 104,602 million yen (year-on-year increaseof 27.0%), and operating profit was 6,038 million yen (year-on-year increase of 49.0%).
Description of Business
Planning, development, production, and sales of amusement machines, and planning andoperation of amusement facilities, etc.

23

Other Businesses
Other Businesses consist of companies that conduct businesses such as logistics support andother kinds of administration and operational support for each of the Group companies. We havebeen making efforts to manage such operations related to group support in an efficient manner.
As a result, net sales in the Other Businesses were 31,313 million yen (year-on-year increase of
13.2%), and operating profit was 1,165 million yen (year-on-year increase of 235.9%).
Description of BusinessBusinesses supporting the Units in such areas as distribution, logistics, and administrative
services24

Major Sustainability Activities

Efforts regarding GUNPLAThe GUNPLA RECYCLING PROJECT, launched in the previous fiscal year, is a project to put recycle bins
at about 200 participating Bandai Namco Amusement Inc. stores across Japan, have fans bring inrunners (disposable frames that hold parts of plastic models) from GUNPLA made by BANDAI SPIRITS
CO., LTD., collect those runners from the stores using BANDAI LOGIPAL INC. trucks, and recycle them at
BANDAI HOBBY CENTER (GUNPLA production factory). In this fiscal year, we collected approximately
20.0 metric tons of runners. In addition, in order to reduce the use of plastics derived from petroleum,
we have adopted alternative materials for some plastic models. We are stepping up our efforts in thisinitiative as a way to contribute to reducing carbon dioxide emissions.
Efforts to reduce food loss
As part of its effort to address food loss, BANDAI CO., LTD. succeeded in extending the best-before
dates of its gummies, ramune and desserts after repeating various validation tests. BANDAI has also
engaged in efforts such as reducing raw material waste by improving its production line and upgrading
facilities to advanced models and reduced food loss by 10.5 metric tons compared with previous
levels.
Efforts to increase customer satisfaction
Bandai Namco Entertainment Inc. and Bandai Namco Online Inc. have published a “Guide to Playing
Online Games Safely (in Japanese)” for minors and parents on their official websites to help users feelsafe when playing. Bandai Namco Online Inc. won three stars, the highest rating, in the phone support
rating category of the 2022 benchmark organized by HDI-Japan.

25

(iii) Capital Expenditures
In this fiscal year, the Group carried out 36,477 million yen in capital expenditures; the funds
were primarily used for investments in the manufacturing of molds associated with the productionof new products and in amusement facilities and machines.
(iv) Financing
There are no matters to be noted.
(v)

Status of Significant Corporate Restructuring

・ Bandai Namco Arts Inc., a subsidiary of the Company, transferred its film business to
SUNRISE INC., a subsidiary of the Company, as a result of an absorption-type company split
on April 1, 2022. In addition, SUNRISE INC. conducted an absorption-type merger on April
1, 2022, with SUNRISE INC. as the surviving company and Bandai Namco Rights Marketing
Inc., a subsidiary of the Company, as the disappearing company, and changed its name toBandai Namco Filmworks Inc. on the same date.
・ Bandai Namco Arts Inc., a subsidiary of the Company, conducted an absorption-typemerger on April 1, 2022, with Bandai Namco Arts Inc. as the surviving company and Bandai
Namco Live Creative Inc. and SUNRISE Music INC., both of which are subsidiaries of theCompany, as the disappearing companies, and changed its name to Bandai Namco Music
Live Inc. on the same date.
・ Bandai Namco Amusement Europe Ltd., a subsidiary of the Company, transferred all of its
businesses to NAMCO UK LTD., a subsidiary of the Company, on October 1, 2022, andNAMCO UK LTD. changed its name to Bandai Namco Amusement Europe Ltd. on the samedate.
(vi) Principal Lenders (As of March 31, 2023)
Lenders
MUFG Bank, Ltd.
Sumitomo Mitsui Banking Corporation
Mizuho Bank, Ltd.

Amount¥3,712 million¥3,612 million¥3,387 million

26

(2) Status of Assets and Profits & Losses for the Previous Three Fiscal Years
Fiscal YearClassification
Net sales(Millions of yen)
Operating profit(Millions of yen)
Recurring profit(Millions of yen)
Profit attributableto owners of parent

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

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

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

18th Fiscal Year
(Year Ended
March 31, 2023)(This Fiscal Year)723,989

740,903889,270990,089

78,77584,654125,496

116,472

79,797

87,612

133,608

128,006

57,66548,89492,752

90,345¥87.46¥74.19¥140.70¥136.88619,819732,782

862,650926,358454,684

511,433

584,233

652,133¥681.75¥774.66¥884.94¥987.58(Millions of yen)
Basic earnings per
share
Total assets(Millions of yen)
Net assets(Millions of yen)
Net assets per
share(Notes) 1. The Company conducted a share split with a ratio of three shares for every one share ofcommon stock on April 1, 2023. Basic earnings per share and net assets per share were
calculated assuming that the share split was conducted at the beginning of the 15th fiscal
year (year ended March 31, 2020).
2. The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ
Statement No. 29, March 31, 2020) and other relevant ASBJ regulations from the beginningof the 17th fiscal year (year ended March 31, 2022), and these standards have been applied
to the figures for the 17th fiscal year and thereafter.

27

(3) Issues to be Addressed
We will deal with various issues that we should address to achieve continued medium- and longterm growth by working across the Group as one with the ALL BANDAI NAMCO concept to implement
our priority strategies, namely the IP axis strategy, personnel strategy, and sustainability, based on
the Mid-term Vision of “Connect with Fans” under the Mid-term Plan that started in April 2022.
(i)

Issues to be Addressed Group-wide

To Fulfill our Corporate Social Responsibility
The Group has established our new Purpose as the ultimate definition of who we are as a Group,
conveying “the reason for our existence,” why we conduct our businesses and corporate activities,
and the meaningfulness we derive from working at Bandai Namco Group. What we believe to beparticularly important elements in our Purpose are the ideas of “connecting and working together
to create things,” and we will achieve “Fun for All into the Future” by Bandai Namco Group and all
stakeholders such as IP fans, partners, and society connecting through dreams, fun and inspiration.
Going forward, we as management will communicate regarding the Groupʼs Purpose using various
opportunities to deepen the understanding thereof among Group employees and to put our
Purpose into practice through our business and actions.
The Group has set out the Bandai Namco Group Sustainability Policy in order to continue toprovide dreams, fun and inspiration through entertainment to fans around the world and will work
together with fans to promote initiatives for the realization of a sustainable society. In our Mid-term
Plan, in which we have designated sustainability as a priority strategy, we will promote a detailed
action plan to work on the material issues that we have identified as social issues that should be
addressed by the Group. In addition, the Group has established the Bandai Namco Group
Compliance Charter as a code of conduct to be complied with by all Group employees and is
working to ensure that they are familiar with the content of the Charter. In accordance with theseprinciples, the “Group Sustainability Committee” and its task force, the “Group Sustainability
Subcommittee,” as well as the “Group Risk Compliance Committee,” the “Group Information
Security Committee,” and the “Internal Control Committee,” which promote the strengthening ofcompliance, information security, and internal control, respectively, hold meetings and have been
striving to continuously implement a range of initiatives such as measures to address various
issues, enhancement of the Groupʼs structures, and educational activities to raise awareness in theGroup.
To Further Strengthen the IP Axis Strategy
The Group will strive to further accelerate the evolution of its IP axis strategy in order to respondto changes in the environment such as the emergence of oligopolies in the distribution and media
fields, the widespread penetration of networks, increasingly diverse platforms, technologicalimprovements, and intensifying competition in the global market.
With regard to creation of new IP, the IP Production Unit has been consolidating its visual, music
and live event know-how to strengthen its IP creation and production abilities. We will strengthen
our capability for new IP creation in various ways including the creation of product and serviceoriginated IP and visual product-originated IP, Group collaboration initiatives, the utilization of the“Bandai Namco Content Fund,” which invests with a focus on overall optimization, andcollaboration with external partner companies and creators.
Additionally, as a new initiative within the IP axis strategy to connect with fans on a broader,deeper, and more multifaceted level, we will develop a metaverse for each IP. Through this “IP
Metaverse,” we will build broad, deep, and multifaceted relationships between Bandai Namco andfans, as well as amongst fans themselves, over a long period of time while pursuing quality in suchconnections.

28

To maximize IP value, we will collaborate openly with all partners from a long-term perspective
and promote initiatives to maximize our business and expand the potential of our IP. For IPs that
expand across regions and businesses, we will endeavor to maximize IP value through Group-wide
projects. Under the Mid-term Plan, we will also make strategic investments to promote various
initiatives to maximize IP value.
Furthermore, in promoting the IP axis strategy, in order to conduct activities that respect IP itself
and the worldviews of each IP, the Group will coordinate with partner companies and government
administrations to take measures such as the elimination of counterfeit products and educational
activities to protect intellectual properties.
To Expand our Business in the Global Market
We believe it is crucial to achieve business expansion in the global market in order for the Groupto maintain continued medium- and long-term growth. To work together and advance ourstrategies under the ALL BANDAI NAMCO concept in regions worldwide, we have implemented
initiatives such as organizational restructuring and the consolidation of business locations in eachregion and will work to build our businesses under this structure. We will particularly focus on
North America and inland China and will take steps to further bolster collaboration among
businesses in the development and marketing of products and services with IP as an axis, inaddition to which we use Group-wide projects to work on IPs that expand worldwide. Moreover,the Group will strengthen its IP portfolio through such measures as developing IP originating ineach region in addition to the overseas distribution of IP products and services originating in Japan.
Furthermore, with the aim of developing global human resources, the Group will promote
development through not only recruitment of diverse human resources but also personnel
exchanges and training across regions and businesses.
To Respond to Advances and Changes in Technology
Advances in technology including digitalization have caused more diversification in the options
concerning entertainment and speedier changes in preferences and lifestyles of customers, as wellas increasingly intense competition on a global scale. The Group will proactively work on newvalue creation, response to new platforms, and business model reforms according to preferences
and lifestyles of customers, without being bound by traditional business models. The Group, will
not limit these efforts to its own confines, and instead promote them by coordinating closely withworldwide partner companies, creators, etc.
To Ensure that Diverse People Can Thrive in the GroupIn accordance with our Purpose, the Group strives to be a corporate group with “Same Spirit,
Diverse Talents,” where diverse people with different skills, individual characteristics and values
can thrive. We have always focused on recruiting and promoting diverse individuals regardless ofwhether they are new graduates or mid-career hires and regardless of gender, nationality, race,
religion, or sexual orientation, in addition to which we have focused on developing systems andenvironments that enable a diverse array of people to thrive and work in a way that is both
physically and mentally healthy. In addition, we will actively promote collaboration andcooperation with people outside the Company.

29

(ii)

Issues Specific to Each UnitEntertainment Unit
<Digital Business>
This Unitʼs industry is facing issues that include “increasingly diverse platforms,” “technologicalimprovements of networks, etc.,” “increasingly diverse customer needs” and “lengthening
development periods and rising costs for investment.” To address these issues, in the developmentof products and services, it will target long-term development of products and services throughcontinuous measures to continue connecting with customers, including the development of titles
carefully selected with a strong emphasis on quality, the offering of value even after releasethrough updates and additional content, and the holding of events. In addition, it will offer titles
suited to the characteristics of each platform and use new platform launches as opportunities tocapture new customers. It will also endeavor to create entertainment and business models,
including the development of the IP Metaverse, that respond to increasingly diverse customer
needs and technological improvements, over and above the boundaries of existing operations andproducts and services. In addition, it will work on acquiring independent production studios andsetting up investment funds for partnering with startups, as well as further strengthen
technological research, in order to enable a swift response to technological advances,environmental changes, and new platforms.
<Toys and Hobby Business>
This Unitʼs industry is facing issues such as a “shrinking Japanese market due to the fallingbirthrate,” “increasingly diverse customer needs,” “geographic concentration of productmanufacturing” and “increases in the cost of raw materials and fuel.” This Unit is addressing theseissues by aiming to take a dominant position as No. 1 in the industry in Japan, working at
expanding its target demographic and creating new businesses. Overseas, it will continue to aim
for medium- and long-term growth by implementing initiatives such as expanding the business in
products for the mature fan base, broadening the IP portfolio, expanding sales channels, andstrengthening e-commerce sales. In addition, on the development and production side, throughimprovements in the value chain, this Unit will work to make production operations more efficientand to make its product development more competitive in terms of speed and quality, along withprice competitiveness. This Unit is also taking extensive steps to ensure compliance with theapplicable laws and regulations, the quality and safety standards, etc. set by the industry, andother standards by enhancing quality and safety and optimizing the work environment throughvarious initiatives including the establishment of our own stricter quality standards and theimplementation of periodic CoC (Code of Conduct) audits on the factories of contracted
manufactures. This Unit has established its own product manufacturing operations in multiple
countries, including Japan, Thailand, the Philippines, and Vietnam, and in addition, it strives for awide distribution of geographic locations for contracted manufacturing on the strict preconditionof always assuring quality standards.
IP Production Unit
This Unitʼs industry is facing issues such as “intensification of competition in IP creation” and“developing and securing excellent human resources.” To address these issues, this Unit isconsolidating its visual, music, and live event know-how and functions through restructuring theorganizations within the Unit to strengthen the more diverse capabilities to create IP which enable
it to produce a synergy effect through collaboration not only within the Unit but also with various
businesses of the Group and external partners. In addition, it will invest aggressively in enhancing
our visual production and production technologies, improve the environment and structure of
production sites, developing creators, and strengthen collaboration between our partners, bothinternal and external, and creators. It will also work to create new entertainment that fuses visuals,
music, and live events and digital technology.

30

Amusement Unit
This Unitʼs industry is facing issues such as “increasingly diverse customer needs,”“intensification of changes in the environment” and “increases in the cost of raw materials andfuel.” To address these issues, in the facilities business and the amusement machines business, it
is conducting a uniquely Bandai Namco style of business development in such ways as utilizing IP
along with the products and services of the Group and is promoting development in a more unified
manner with the Groupʼs other businesses. In addition, it will work to make its operations more
efficient and thereby strive to build a strong business foundation to generate earnings stably. As
the Groupʼs important point of contact with customers under the IP axis strategy, the Unit will also
fulfill the role of selling the products and services of the Group, promoting IP and collecting
information on customer needs.
We ask for our shareholdersʼ further assistance and guidance.

31

(4)

Important Parent Company and Subsidiaries (As of March 31, 2023)(i)

Status of the Parent Company
Not applicable.

(ii)

Important Subsidiaries

Name of Company
Bandai Namco
Entertainment Inc.

BANDAI CO., LTD.

Ownership
Ratio

Capital¥10,000 million¥10,000 million

Description of Principal Business100.0%

Planning, distribution, and sales ofentertainment content such as network
content and home video games

100.0%

Planning, development, production, andsales of toys, capsule toys, cards, candy
toys, confectionery and foods, apparel,sundries, etc.

Bandai Namco
Filmworks Inc.

¥300 million

100.0%

Planning, production, and sales of visualcontent such as animations and visualrelated services; management andadministration of copyrights and otherrightsBandai Namco
Amusement Inc.

¥100 million

100.0%

Planning, development, operation andsales of facilities, machines and services
related to real entertainment business

Bandai Namco
Holdings USA Inc.

US$ 10100.0%

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

100.0%

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

Bandai Namco
Holdings Asia Co.,Ltd.

HK$ 255,282 thousand

100.0%

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

Bandai Namco
Holdings China Co.,Ltd.

RMB 189,964 thousand

100.0%

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

100.0%

Pure holding company in the United
Kingdom

Bandai Namco
Europe S.A.S.

Bandai Namco
Holdings UK Ltd.

(Notes) 1. Bandai Namco Arts Inc. transferred its film business to SUNRISE INC. as a result of anabsorption-type company split in April 2022. In addition, SUNRISE INC. conducted anabsorption-type merger in April 2022, with SUNRISE INC. as the surviving company andBandai Namco Rights Marketing Inc. as the disappearing company, and changed its nameto Bandai Namco Filmworks Inc. on the same date.
2. There are no specified wholly owned subsidiaries at the end of this fiscal year.

32

(5)

Principal Business Offices of the Group (As of March 31, 2023)(i)

The Company
Head Office(ii)

5-37-8 Shiba, Minato-ku, Tokyo

Principal Subsidiaries
Bandai Namco Entertainment Inc.
BANDAI CO., LTD.
Bandai Namco Filmworks Inc.
Bandai Namco Amusement Inc.
Bandai Namco Holdings USA Inc.
Bandai Namco Europe S.A.S.
Bandai Namco Holdings UK Ltd.
Bandai Namco Holdings Asia Co., Ltd.
Bandai Namco Holdings China Co., Ltd.

(6)

Minato-ku, Tokyo
Taito-ku, Tokyo
Suginami-ku, Tokyo
Minato-ku, Tokyo
California, U.S.A.
Lyon, France
London, U.K.
Hong Kong, China
Shanghai, China

Outline of Employees (As of March 31, 2023)(i)

Employees of the Group
Business Segment

Number of
Employees

Change from the End ofPrevious Fiscal Year

Digital Business of
3,518
(709)
Increase of 368(Increase of 59)
Entertainment Unit
Toys and Hobby Business of
3,616(2,324)
Increase of 217(Increase of 246)
Entertainment Unit
IP Production Business
975(48)
Increase of 49(Increase of 16)
Amusement Business
1,528(5,508)
Increase of 13(Increase of 362)
Other Businesses
821
(902)
Increase of 9
(Increase of 21)
Corporate (Common)
105(–)
Increase of 21(Decrease of 1)
Total
10,563(9,491)
Increase of 677(Increase of 703)
(Notes) 1. The number of employees refers to the employees actually at work.
2. The average numbers of temporary personnel employed for this fiscal year are presented
separately in parentheses.
3. As the Group changed its classification of business segments in this fiscal year, the change
from the end of previous fiscal year indicate the difference calculated by subtracting thenumbers in the previous fiscal year that have been restated according to the classificationof business segments after the change.
4. The increase in the number of employees listed for “Corporate (Common)” is due primarily
to the Groupʼs effort to reinforce its workforce to promote sustainability activities in theGroup.
5. The number of employees listed for “Corporate (Common)” is the number of employees in
the administration sectors, etc. of the Company, Bandai Namco Holdings USA Inc., Bandai
Namco Europe S.A.S., Bandai Namco Holdings Asia Co., Ltd., Bandai Namco Holdings China
Co., Ltd., and Bandai Namco Holdings UK Ltd.

33

(ii)

Employees of the Company

Change from the End
Average Years of
Average Ageof Previous Fiscal Year
Service43 (–)
Increase of 20 (–)
46.8
19.1
(Notes) 1. The number of employees refers to the employees actually at work.
2. The average number of temporary personnel employed for this fiscal year is presented
separately in parentheses.
3. In calculating the average years of service, with respect to the employees who havetransferred from other Group companies to the Company, the aggregate number of each
employeeʼs years of service at each company is used for calculation.
4. The increase in the number of employees of the Company is due primarily to the Companyʼseffort to reinforce its workforce to promote sustainability activities in the Group.
Number of Employees(7) Other Important Matters of the GroupPursuant to the resolution at the Seventeenth Ordinary General Meeting of Shareholders of theCompany held on June 20, 2022, the Company transitioned to a company with an audit &supervisory committee on the same date.

34

2. Current Status of the Company(1) Status of Shares (As of March 31, 2023)(i)

Total Number of Shares Issuable:

1,000,000,000 shares(Note) The Company revised Article 5 of its Articles of Incorporation on April 1, 2023 pursuant to the provisions ofparagraph (2) of Article 184 of the Companies Act and increased the total number of shares issuable by
1,500,000,000 shares to 2,500,000,000 shares.

(ii) Total Number of Issued Shares:

222,000,000 shares(Note) The Company conducted a share split with a ratio of three shares for every one share of common stock on April
1, 2023. As a result, the total number of issued shares increased by 444,000,000 shares to 666,000,000 shares.

(iii) Number of Shareholders: 38,823 (Increase of 7,070 from the end of the previous fiscal year)(iv) Major Shareholders (Top 10 Shareholders)Number of
Shares Held

Shareholding Ratio(%)

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

46,039,200

20.92

Custody Bank of Japan, Ltd. (Trust account)

21,260,400

9.66

JP MORGAN CHASE BANK 380815

10,945,700

4.97

XIL, LTD.

6,000,000

2.73

Kyoko Nakamura

5,604,000

2.55

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

4,586,100

2.08

MAL Ltd.

4,400,100

2.00

Nintendo Co., Ltd.

3,845,700

1.75

STATE STREET BANK WEST CLIENT-TREATY 505234

3,564,802

1.62

KOREA SECURITIES DEPOSITORY-SAMSUNG

3,347,900

1.52

Name of Shareholders(Notes) 1. The shareholding ratio is calculated after deducting the number of shares oftreasury stock (1,916,479 shares).
2. Out of the above number of shares held, the numbers of shares relating to the trust
business are as follows:
The Master Trust Bank of Japan, Ltd. (Trust account)
45,139,000 shares
Custody Bank of Japan, Ltd. (Trust account)
20,739,500 shares
The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust. MUFG Bank,4,586,100 sharesLtd. account)
3. The 4,586,100 shares owned by The Nomura Trust and Banking Co., Ltd. (Retirement
and severance benefits trust. MUFG Bank, Ltd. account) were the shares of BANDAI
CO., LTD. that were owned by UFJ Bank (currently MUFG Bank, Ltd.), entrusted for
retirement and severance benefits. Those shares were exchanged with theCompanyʼs shares through the share transfer on September 29, 2005, and MUFG
Bank, Ltd. directs the exercise of the voting rights pertaining to those shares.

35

(v) Status of Shares Delivered to Officers as Consideration for Their Execution of Duties During
This Fiscal YearThe details of stock compensation delivered during this fiscal year are as follows:- Total number of shares delivered to Directors and other officers
Number of Shares

Number of Officers
Eligible for Delivery

9,000

4

–

–

Directors (Audit & Supervisory Committee
Members)––

Audit & Supervisory Board Members––

Directors(excluding Audit &Supervisory Committee
Members)

Directors (excluding
Outside Directors)
Outside Directors

36

(2) Officers of the Company(i)

Directors (As of March 31, 2023)
Title

Name

President andRepresentative Director
Director

Masaru Kawaguchi

Director

Nobuhiko Momoi

Director

Yasuo Miyakawa

Director

Kazuhiro Takenaka

Director

Makoto Asanuma

Director

Hiroshi Kawasaki

Director

Shuji Ohtsu

Director

Koichi Kawana

Director

Toshio Shimada

Yuji Asako

Director (Full Time Audit & Masataka Nagaike
Supervisory Committee
Member)Director (Full Time Audit & Toru Shinoda
Supervisory Committee
Member)Director (Audit & Supervisory Satoko Kuwabara
Committee Member)

Responsibilities in the Company and
Major Concurrent Positions
Group CEOCFO, CISO, and CSO (Chief Sustainability Officer) incharge of Corporate Planning Division and Group
Administrative Headquarters
General Manager of Group Business Strategy
Department
President & CEO of Bandai Namco Holdings USA Inc.
In charge of Digital Business of Entertainment Unit
President and Representative Director ofBandai Namco Entertainment Inc.
In charge of Toys and Hobby Business of Entertainment
Unit
President and Representative Director of
BANDAI CO., LTD.
In charge of IP Production Unit
President and Representative Director ofBandai Namco Filmworks Inc.
Chairman of SUNRISE SHANGHAI CO., LTD.
In charge of Amusement Unit
President and Representative Director ofBandai Namco Amusement Inc.
CIO
President and Representative Director ofBandai Namco Business Arc Inc.
President and Representative Director ofBandai Namco Will Inc.
Chairperson of the Independent Directors Committee
and Chairperson of the Personnel Committee
Outside Director (Audit and Supervisory Committee
Member) of COMSYS Holdings Corporation
Outside Director of TOKYO ELECTRON DEVICE LIMITED
External Director of RENOVA, Inc.
Outside Director of KUBOTA Corporation
Member of the Independent Directors Committee andMember of the Personnel Committee
Special Advisor of CAC Holdings Corporation

Member of the Independent Directors Committee
Certified Public Accountant
Member of the Independent Directors Committee andMember of the Personnel Committee
Partner of GAIEN PARTNERS
Outside Auditor of Unicafe Inc.
Outside Audit & Supervisory Board Member of Nippon
Yusen Kabushiki Kaisha
Outside Director of Mitsubishi UFJ Financial Group, Inc.

37

Responsibilities in the Company and
Major Concurrent Positions
Director (Audit & Supervisory Takayuki Komiya
Member of the Independent Directors Committee
Committee Member)
Certified Public Accountant
Certified Public Tax Accountant(Notes) 1. For the purpose of collecting information and increasing the effectiveness of audits, theCompany has appointed full-time Audit & Supervisory Committee Members, who shall,among other things, continuously and effectively attend important meetings other than the
Board of Directors Meeting.
2. Directors Koichi Kawana and Toshio Shimada and Directors (Audit & Supervisory Committee
Members) Toru Shinoda, Satoko Kuwabara, and Takayuki Komiya are Outside Directors.
3. Director (Full Time Audit & Supervisory Committee Member) Toru Shinoda is a certified
public accountant and has considerable knowledge of finance and accounting.
4. Director (Audit & Supervisory Committee Member) Satoko Kuwabara is an attorney-at-law
and has highly professional knowledge of corporate legal affairs and compliance. Her namein the family register is Satoko Ohta.
5. Director (Audit & Supervisory Committee Member) Takayuki Komiya is a certified public
accountant and a certified public tax accountant and has considerable knowledge of financeand accounting.
6. The Company has appointed all of its Outside Directors, Koichi Kawana, Toshio Shimada,Toru Shinoda, Satoko Kuwabara, and Takayuki Komiya, as independent officers as definedin the rules of the Tokyo Stock Exchange and has filed therewith the notification regarding
their appointments.
7. Director Yasuo Miyakawa retired from office as President and Representative Director ofBandai Namco Entertainment Inc. on March 31, 2023.
8. Director Makoto Asanuma retired from office as Chairman of SUNRISE SHANGHAI CO., LTD.
on March 31, 2023.
Title

(ii)

Name

Summary of Contracts Concerning Limited Liability

Not applicable.
(iii) Summary of the Contents of the Indemnification Agreement
Not applicable.
(iv) Summary of the Contents of the D&O Insurance Policy
The Company concluded an insurance policy with an insurance company, under which Directors,
Audit & Supervisory Board Members, Executive Officers, and those in a managerial or supervisory
position of the Company and its subsidiaries are the insureds and the purpose of which is tocompensate for damage arising from damages under law and court costs incurred by the insureds
due to claims for damages filed by shareholders or third parties. The full amount of the insurance
premiums is borne by the Company. However, there are some exemptions such as that nocompensation is to be made if damage is caused by an act committed with the knowledge thatsuch act violates a law or regulation.
(v)

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

Not applicable.

38

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

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

Directors (excluding
Audit & Supervisory
Committee
Members)(Outside Directors)
Directors (Audit &Supervisory
Committee
Members)(Outside Directors)
Audit & Supervisory
Board Members(Outside Audit &Supervisory Board
Members)
Total(Outside Officers)(Millions ofyen)(Millions ofyen)(Millions of
yen)

579

8

229

3

199

3

151

(38)

(4)

(38)

(–)

(–)

(–)

(–)

64

4

64

–

–

–

–

(43)

(3)

(43)

(–)

(–)

(–)

(–)

16

4

16

–

–

–

–

(10)

(3)

(10)

(–)

(–)

(–)

(–)

661
(92)

16
(10)

310
(92)

3
(–)

199
(–)

3
(–)

151
(–)

(Notes) 1. Pursuant to the resolution at the Seventeenth Ordinary General Meeting of Shareholders
held on June 20, 2022, the Company transitioned from a company with an audit &supervisory board to a company with an audit & supervisory committee on the same date.
The above table includes three Directors (including two Outside Directors) and four Audit &Supervisory Board Members (including three Outside Audit & Supervisory Board Members)
who retired at the conclusion of the Seventeenth Ordinary General Meeting of Shareholders
held on June 20, 2022.
2. There are no employees serving as Directors.
3. At the Tenth Ordinary General Meeting of Shareholders held on June 22, 2015, it was
resolved that the remuneration limit for Directors before the transition to a company with
an audit & supervisory committee would be 850 million yen per fiscal year (including amaximum of 60 million yen for Outside Directors), of which 400 million yen would be forbase remuneration and the remaining 450 million yen would be for cash bonuses. The
number of Directors as of the close of the Ordinary General Meeting of Shareholders was 10(including three Outside Directors). It was also resolved at the Sixteenth Ordinary General
Meeting of Shareholders held on June 21, 2021 that, in addition to that remuneration limit,
the Company would provide monetary compensation claims for granting common stock of
the Company and cash as performance-based stock compensation, with an upper limit thatwould be the amount obtained by multiplying 45,000 shares by the Delivery Share Price per
fiscal year. The number of Directors as of the close of the Ordinary General Meeting of
Shareholders was 12 (including four Outside Directors). At the Ordinary General Meetings ofShareholders for BANDAI CO., LTD. and NAMCO LIMITED (currently Bandai Namco
Entertainment Inc.) held on June 23, 2005 and on June 25, 2005 respectively, it was resolved

39

4.

5.

6.

7.
8.

9.

b.

that the remuneration limit for Audit & Supervisory Board Members shall be 8 million yen
per month. The number of Audit & Supervisory Board Members as of the close of theOrdinary General Meeting of Shareholders was four.
At the Seventeenth Ordinary General Meeting of Shareholders held on June 20, 2022, it was
resolved that the remuneration limit for Directors (excluding Audit & Supervisory
Committee Members) after the transition to a company with an audit & supervisorycommittee would be 1.0 billion yen per fiscal year (including a maximum of 100 million yen
for Outside Directors), of which 450 million yen would be for base remuneration and theremaining 550 million yen would be for cash bonuses. It was also resolved that, in addition
to that remuneration limit, the Company would provide monetary compensation claims for
granting common stock of the Company and cash as performance-based stockcompensation, with an upper limit that would be the amount obtained by multiplying
45,000 shares by the Delivery Share Price per fiscal year. The number of Directors as of theclose of the Ordinary General Meeting of Shareholders was 10 (including two Outside
Directors). At the Seventeenth Ordinary General Meetings of Shareholders held on June 20,
2022, it was resolved that the remuneration limit for Audit & Supervisory Committee
Members shall be 200 million yen per year. The number of Audit & Supervisory Committee
Members as of the close of the Ordinary General Meeting of Shareholders was four(including three Outside Audit & Supervisory Committee Members).
The above-mentioned “Delivery Share Price” is the closing price of common stock of theCompany on the Tokyo Stock Exchange on the business day immediately preceding the dateof the resolution at the Board of Directors Meeting to deliver the Companyʼs common stock
related to the performance-based stock compensation plan to be held within two months
from the date of the ordinary general meeting of shareholders pertaining to the evaluation
fiscal year (if the Companyʼs shares were not traded on that day, the closing price on the last
day the shares were traded prior to that).
The performance-based stock compensation portion of the amount of remuneration, etc.
shown in the above table shall be calculated based on the closing price of the common stockof the Company on the Tokyo Stock Exchange on March 31, 2023, and when making actual
payment, the Delivery Share Price will be applied.
Each Director contributes a fixed proportion of the base remuneration shown in the abovetable to the shareholding association for directors and officers to purchase the Companyʼsshares and continues to hold such shares during his or her term of office.
The performance-based stock compensation shown in the above table is stated in theamount recorded as expenses in this fiscal year, 50% of which is planned to be paid in the
Companyʼs common stock (as monetary compensation claims for the granting thereof) andthe remaining 50% of which is planned to be paid in cash.
The Company conducted a share split with a ratio of three shares for every one share ofcommon stock on April 1, 2023. Accordingly, each of the upper limits for the performancebased stock compensation stated in Note 3 and Note 4 has been changed to the amountobtained by multiplying 135,000 shares by the Delivery Share Price per fiscal year, taking
this share split into account.
Policy and Procedures for Determining Remuneration, etc. for Directors
The details of the policy for determining remuneration, etc. for Directors are as follows:(i)

Basic policy

The basic policy of the remuneration system for Directors (excluding Audit & Supervisory
Committee Members and Outside Directors) of the Company is to create a remuneration
framework that promotes the Companyʼs continuous growth and improves the Companyʼs
corporate value over the medium to long term by promoting the sharing of values withshareholders, ensuring objectivity and transparency so that the Company can adequately
fulfill its accountability obligations, and fostering a healthy sense of entrepreneurship in the40

Directors while taking into account the level of remuneration that will enable the Company
to secure and retain top-grade personnel. Specifically, the remuneration frameworkcomprises the base remuneration as fixed remuneration and performance-based bonuses
and performance-based stock compensation as variable remuneration.
Remuneration for Directors, Audit & Supervisory Committee Members and Outside
Directors of the Company comprises base remuneration only, considering their duties. The
amount of remuneration for each of the Directors, Audit & Supervisory Committee Members
is determined by deliberation among the Directors, Audit & Supervisory Committee Members,
and the amount of remuneration for each Outside Director excluding Directors, Audit &Supervisory Committee Members is determined by the Board of Directors.
(ii)

Fixed remuneration (base remuneration)

The base remuneration for Directors (excluding Audit & Supervisory Committee Members)of the Company is monthly fixed remuneration paid in cash, and paid within a specific time
period every month with the limit of 450 million yen per year (including 100 million yen peryear for Outside Directors). In addition, Directors (excluding Audit & Supervisory Committee
Members and Outside Directors) of the Company contribute a fixed proportion of the baseremuneration to the shareholding association for directors and officers to purchase theCompanyʼs shares.
The base remuneration for Directors, Audit & Supervisory Committee Members of theCompany is monthly fixed remuneration paid in cash, and paid within a specific time period
every month with the limit of 200 million yen per year.
(iii)

Variable remuneration (performance-based bonuses and performance-based stockcompensation)

As for variable remuneration for Directors (excluding Audit & Supervisory Committee
Members and Outside Directors) of the Company, both performance-based bonuses andperformance-based stock compensation use consolidated operating profit of the Group as
an indicator with the aim of directly reflecting the evaluation of management efforts by the
management team of the Group in the amount of remuneration to be paid.
Performance-based bonuses
Performance-based bonuses of the Company are calculated within a range of 0% to 200%of the predetermined base amount based on the rates of achievement of the Mid-term Plan
targets, fiscal year targets, and year-on-year targets for the Groupʼs actual consolidated
operating profit, for each fiscal year, with the payment ratio changing within that range
depending on the results of sustainability evaluations. If any of the rates of achievement is
50% or lower, performance-based bonuses will not be paid. The amount of performancebased bonuses will be determined within a limit of the smaller of (i) 550 million yen per year
as the limit for cash bonuses or (ii) 1.5% of the “profit attributable to owners of parent for theperiod,” and will be paid within a specific time period every year after the end of the relevant
fiscal year.
Sustainability evaluations are conducted for the purpose of motivating the eligible
directors to address sustainability, and the evaluations are determined by the Board of
Directors by examining factors such as the results of activities for the Groupʼs initiatives inline with its material issues (including initiatives for decarbonization) and indicators relating
to employee engagement after deliberation by the Personnel Committee, which is an
optional committee chaired by an independent Outside Director and of which a majority ofthe members are independent Outside Directors.
Performance-based stock compensation

41

The performance-based stock compensation of the Company (which corresponds toprofit-related remuneration prescribed in the Corporation Tax Act) is to be paid only if theconsolidated operating profit of the Group is 75 billion yen or more, and the payment ratio
will be 100% if the consolidated operating profit reaches 125 billion yen (the target for thelast fiscal year under the Mid-term Plan). Whether compensation is paid or not and the levelof compensation are determined in each fiscal year. Under the framework, the number ofreference share units is predetermined for each officer rank, and shares of common stock of
the Company and cash corresponding to the number of payment share units, which are
finalized based on the degree of attainment of the consolidated operating profit target, will
be delivered or paid. Furthermore, the performance-based stock compensation will be paid
within two months from the day following the day on which an ordinary general meeting ofshareholders is held for the relevant fiscal year.
(iv)

Remuneration structure

The Company determines the structure of the remuneration for its Directors (excluding
Audit & Supervisory Committee Members and Outside Directors) by verifying the level of
remuneration based on its performance results and objective benchmarks for the
managementʼs remuneration obtained from external specialist organizations andcomprehensively taking into consideration the ratio of fixed remuneration to variable
remuneration in the annual total remuneration and the proportion of medium- to long-term
remuneration in variable remuneration. If the target for the last fiscal year under the Midterm Plan is achieved, the ratio of fixed remuneration to variable remuneration in the annual
total remuneration will be about 40 to 60, and the proportion of stock-based remuneration,that is, the sum of the amount contributed to the shareholding association for directors andofficers (i.e., a fixed proportion of the base remuneration) and performance-based stockcompensation, will be approximately 40% of annual total remuneration.
(v)

Procedures for determining remuneration

The policy, framework, and performance-based mechanism for remuneration for
Directors (excluding Audit & Supervisory Committee Members and Outside Directors) of theCompany will be determined by the Board of Directors after deliberation by the Personnel
Committee, which is an optional committee chaired by an independent Outside Director andof which a majority of the members are independent Outside Directors, in order to seek theappropriate involvement and advice of the Outside Directors.
c.

Business Performance Targets, Results, and Payment Ratio, etc. Concerning Variable
Remuneration for This Fiscal YearThe baseline business performance targets for consolidated operating profit for
determining performance-based bonuses (the business performance corresponding to an
achievement rate of 100%) were set at 100,000 million yen for the mid-term target and fiscal
year target and 125,496 million yen for the year-on-year target.
Consolidated operating profit for the fiscal year ended March 31, 2023 was 116,472 million
yen, and the payment ratio for the portion based on an evaluation of the consolidated
operating profit of the Group, which was calculated based on the achievement rates of thebaseline business performance targets for this fiscal year as described above in “b. Policy andProcedures for Determining Remuneration, etc. for Directors (iii) Variable remuneration(performance-based bonuses and performance-based stock compensation),” was 141.8%.
After deliberation by the Personnel Committee (an optional committee chaired by anindependent Outside Director and of which a majority of the members are independent
Outside Directors), sustainability evaluations for determining changes in the payment ratio
concluded that the results of activities for the Groupʼs initiatives in line with its material42issues (including initiatives for decarbonization) and indicators relating to employee
engagement, among other matters, progressed in line with the initial targets in this fiscal year
and therefore no changes should be made to the payment ratio. Accordingly, the payment
ratio for performance-based bonuses was 141.8%.
The baseline business performance target for consolidated operating profit for
determining performance-based stock compensation was set at 125,000 million yen.
Based on the achievement rate for consolidated operating profit for the fiscal year ended
March 31, 2023, the payment ratio for performance-based stock compensation was 88.7%.
d.

Reason Based on Which the Board of Directors Determined That Composition of
Remuneration, etc. of Individual Directors for This Fiscal Year Is Consistent with the
Determination Policy
When determining the composition of remuneration, etc. of individual Directors, thePersonnel Committee, an optional committee chaired by an independent Outside Director
and of which a majority of the members are independent Outside Directors, has examined
the original proposal from diverse viewpoints, including consistency with the determination
policy, and the Board of Directors has respected the opinion of the Committee and considers
that the composition of that remuneration, etc. is consistent with the determination policy.

(vii) Matters Concerning Outside Officers
a. Status of Major Concurrent Positions of Other Companies, etc. and Relationships Between
Those Companies, etc. and the Company
Major concurrent positions of outside officers are as stated in “(2) Officers of the Company (i)Directors” above.
Moreover, there are no special relationships between the Company and the entities with which
outside officers have concurrent positions.

43b. Main Activities in This Fiscal Year
(Directors (excluding Audit & Supervisory Committee Members))

Name

KoichiKawanaBoard of Directors Meetings(Held 19 times)
Number of
Meetings
Attendance Rate
Attended19

Main Activities (Including Overview of Duties
Performed Regarding Expected Roles)
We expect that he will utilize the insight gained fromhis experience of being involved in management as
the head of a company and his extensive experience
working overseas to fulfill a role in which, from an
objective standpoint independent of the
management team, he proactively provides advice ina variety of contexts, including the formulation ofmanagement strategy, overseas strategy inparticular, of the Company, and drives decisionmaking on the appointment and remuneration of the
management team members that is based on
objective and reasonable evaluations of theirbusiness performance.

100.0%

During this fiscal year, he fulfilled the expected roles
and provided advice at Board of Directors Meetings,
etc. In addition, he attended the Personnel
Committee meetings held in this fiscal year as thecommittee chairperson and was involved indeliberations regarding the appointment andremuneration of the management team members,offering objective and reasonable opinions.
Furthermore, he attended the Independent Directors
Committee meeting held in this fiscal year as thechairperson, and evaluated the appropriate
functioning of the Board of Directors from an
objective perspective.

44

Name

ToshioShimadaBoard of Directors Meetings(Held 19 times)
Number of
Meetings
Attendance Rate
Attended19

Main Activities (Including Overview of Duties
Performed Regarding Expected Roles)
We expect that he will utilize the insight gained fromhis experience of being involved in management as
the head of a company and his extensive knowledge
in digital technology to fulfill a role in which, from an
objective standpoint independent of the
management team, he proactively provides advice ina variety of contexts, including the formulation ofmanagement strategy, digital transformation (DX)strategy in particular, of the Company, and drives
decision-making on the appointment andremuneration of the management team membersthat is based on objective and reasonableevaluations of their business performance.

100.0%

During this fiscal year, he fulfilled the expected roles
and provided advice at Board of Directors Meetings,
etc. In addition, he attended the Personnel
Committee meetings held in this fiscal year as acommittee member and was involved indeliberations regarding the appointment andremuneration of the management team members,offering objective and reasonable opinions.
Furthermore, he attended the Independent Directors
Committee meeting held in this fiscal year, andevaluated the appropriate functioning of the Boardof Directors from an objective perspective.

45

(Directors (Audit & Supervisory Committee Members))

Name

Board of Directors
Meetings(Held 19 times)

Audit & Supervisory
Board Meetings(Held 4 times)

Numberof
Meetings
AttendedNumberof
Meetings
Attended

Attendance
Rate

Attendance
Rate

Audit & Supervisory
Committee
Meetings(Held 12 times)
NumberAttendofance
Meetings
Rate
AttendedMain Activities (Including Overview
of Duties Performed Regarding
Expected Roles)
Given that he has developed amastery of audit practices overmany years and is also a certified
public accountant, the Company
expects him to utilize his advanced
knowledge and experience inaccounting and auditing for theaudit & supervisory system of theCompany.

Toru
Shinoda

19

100.0
%

4

100.0
%

46

12

100.0
%

During this fiscal year, he fulfilled
the expected roles and provided
advice and proposals to ensure theappropriateness and validity ofdecisions of the Board of Directors
and the Audit & Supervisory
Committee. In addition, he attended
the Independent Directors
Committee meeting held in thisfiscal year, and evaluated theappropriate functioning of theBoard of Directors from an objective
perspective.

Name

Board of Directors
Meetings(Held 19 times)

Audit & Supervisory
Board Meetings(Held 4 times)

Numberof
Meetings
AttendedNumberof
Meetings
Attended

Attendance
Rate

Attendance
Rate

Audit & Supervisory
Committee
Meetings(Held 12 times)
NumberAttendofance
Meetings
Rate
AttendedMain Activities (Including Overview
of Duties Performed Regarding
Expected Roles)
Given that she has been successful
as an attorney-at-law for many
years, we expect her to utilize heradvanced knowledge andexperience from the perspective oflegal risk for the audit & supervisorysystem of the Company and to fulfill
the role of driving objective andreasonable decision-making on theappointment and remuneration of
the management team members.

SatokoKuwabara

19

100.0
%

-

12

-

47

100.0
%

During this fiscal year, she fulfilled
the expected roles and provided
advice and proposals to ensure theappropriateness and validity ofdecisions of the Board of Directors
and the Audit & Supervisory
Committee. In addition, she
attended the Personnel Committee
meetings held in this fiscal year as acommittee member and was
involved in deliberations regarding
the appointment and remunerationof the management team members,offering objective and reasonable
opinions. Furthermore, she
attended the Independent Directors
Committee meeting held in thisfiscal year, and evaluated theappropriate functioning of theBoard of Directors from an objective
perspective.

Name

Board of Directors
Meetings(Held 19 times)

Audit & Supervisory
Board Meetings(Held 4 times)

Numberof
Meetings
AttendedNumberof
Meetings
Attended

Attendance
Rate

Attendance
Rate

Audit & Supervisory
Committee
Meetings(Held 12 times)
NumberAttendofance
Meetings
Rate
AttendedMain Activities (Including Overview
of Duties Performed Regarding
Expected Roles)
Given that he has developed amastery of accounting and tax
practices over many years and isalso a certified public accountant
and a certified public tax
accountant, the Company expects
him to utilize his advanced
knowledge and experience inaccounting, tax affairs, and auditing
for the audit & supervisory system of
the Company.

Takayuki
Komiya

15

100.0
%

-

12

-

100.0
%

During this fiscal year, he fulfilled
the expected roles and provided
advice and proposals to ensure theappropriateness and validity ofdecisions of the Board of Directors
and the Audit & Supervisory
Committee. In addition, he attended
the Independent Directors
Committee meeting held in thisfiscal year, and evaluated theappropriate functioning of theBoard of Directors from an objective
perspective.

(Note) 1. Pursuant to the resolution at the Seventeenth Ordinary General Meeting of
Shareholders held on June 20, 2022, the Company transitioned to a company with anaudit & supervisory committee on the same date. The above table shows theattendance at the Audit & Supervisory Board Meetings before the transition and theattendance at the Audit & Supervisory Committee Meetings after the transition.
2. Pursuant to the resolution at the Seventeenth Ordinary General Meeting of
Shareholders held on June 20, 2022, Mr. Toru Shinoda retired from office as Audit &Supervisory Board Member due to the expiry of his term of office and assumed theoffice of Director (Audit & Supervisory Committee Member) on the same date. The
number of the Board of Directors Meetings that he attended includes the number ofthe meetings that he had attended before he assumed the office of Audit & Supervisory
Committee Member.
3. Pursuant to the resolution at the Seventeenth Ordinary General Meeting of
Shareholders held on June 20, 2022, Ms. Satoko Kuwabara retired from office as
Director due to the expiry of her term of office and assumed the office of Director (Audit& Supervisory Committee Member) on the same date. The number of the Board of
Directors Meetings that she attended includes the number of the meetings that she had
attended before she assumed the office of Audit & Supervisory Committee Member.
4. Mr. Takayuki Komiya was elected at the Seventeenth Ordinary General Meeting of
Shareholders held on June 20, 2022, and thus, the number of Board of Directors
Meetings on which his attendance rate is based differs from that of other Outside
Directors. Board of Directors Meetings were held 15 times after he assumed the officeof Director.

48

c. Total Amount of Remuneration, etc. Paid to Officers by the Parent Company and Subsidiaries,etc.
Not applicable.

49

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

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

Amount of Remuneration, etc. for Accounting Auditors¥145 million
for This Fiscal Year
Total in Money and Other Financial Benefits to Be Paidby the Company and Its Subsidiaries to Accounting¥343 million
Auditors(Notes) 1. Bandai Namco Holdings USA Inc., Bandai Namco Europe S.A.S., Bandai Namco Holdings
Asia Co., Ltd., Bandai Namco Holdings China Co., Ltd., and Bandai Namco Holdings UK Ltd.,
among major subsidiaries of the Company, are audited (within the meaning of being
audited as required by the Companies Act and Financial Instruments and Exchange Act orthe equivalent laws and regulations in other countries) by audit firms (including entities
overseas with qualifications equivalent to those of a Japanese audit firm) other than the
Companyʼs Accounting Auditor.
2. Under the audit agreement between the Company and its Accounting Auditor, there is noclear distinction between the amount of remuneration, etc., for audits under the Companies
Act and that under the Financial Instruments and Exchange Act; furthermore, it is practically
impossible to make such distinction. Therefore, the amount of remuneration, etc. for
Accounting Auditors for this fiscal year described above is the total amount of remuneration,etc. for these audits.
3. The Audit & Supervisory Committee has analyzed and evaluated the audit report for theprevious fiscal year, and reviewed the sufficiency of the audit plan for this fiscal year as wellas the appropriateness of the time for audit planning, the staffing plan, and the hourly rate.
As a result, the Audit & Supervisory Committee concluded that the Accounting Auditor
remuneration is appropriate and gave its consent to the remuneration in accordance with
Article 399, Paragraph 1 of the Companies Act.
4. The amount of remuneration, etc. for accounting auditors for this fiscal year includes the
remuneration for the audit of Bandai Namco Filmworks Inc., a subsidiary of the Company.
(iii) Non-Auditing Operations
Not applicable.
(iv) Policy on Removal or Non-Renewal of an Accounting Auditor
If the Audit & Supervisory Committee judges that action is necessary, such as in cases where the
Accounting Auditorʼs execution of its duties is impeded, the Audit & Supervisory Committee will
determine the contents of a proposal to be submitted to the General Meeting of Shareholders
regarding the removal or non-renewal of the Accounting Auditor.
In addition, if any matter stipulated in the items of Article 340, Paragraph 1 of the Companies Act
is deemed applicable to the Accounting Auditor, the Accounting Auditor will be removed based on
the unanimous consent of all of the Audit & Supervisory Committee Members. If this occurs, an
Audit & Supervisory Committee Member selected by the Audit & Supervisory Committee will report
the fact of the Accounting Auditorʼs removal and the reason for the removal at the first General
Meeting of Shareholders held after the removal.
(v)

Summary of Contracts Concerning Limited Liability

Not applicable.
(vi) Summary of the Contents of the Indemnification Agreement
Not applicable.

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

The Corporate Value of the GroupIn accordance with Bandai Namcoʼs Purpose, which is the ultimate definition of the Group, we
will aim to have Bandai Namco always meet the needs of IP fans, a wide range of business partners,
Group employees, and communities around the world and to foster broad, deep, and multifaceted
connections.
Emerging victoriously in the global competition of the fast-changing world of entertainment
requires not only construction of a solid management foundation but also the creation ofentertainment constantly predicting the changes of times, environments and customersʼ lifestyles
and preferences. Such creation is closely linked to raising the corporate value of the Company.
Therefore, in determining what and how a person or entity controlling decisions on the financial
and business policies should be, the Company should take the enhancement of the corporate
value into account.
What and How a Person or Entity Controlling Decisions on the Financial and Business Policies
Should Be
We believe that a person or entity controlling decisions on financial and business policies should
be one who sufficiently understands the importance of the strategy and what the Group aims to be
based on our Purpose, the managerial resources, such as human resources, IP and content, that
support the accomplishment of that vision and mission, and the importance of various
stakeholders related to the Company, and who maximizes the corporate value of the Company andits shareholdersʼ common interests over the medium to long term.
Therefore, we believe that, in the event that any person or entity that attempts to acquire large
quantities of the Companyʼs shares falls under any of the following and would harm the Companyʼs
corporate value for such reason, such person or entity is inappropriate to control the decisions of
the Companyʼs financial and business policies:
 Any person or entity who could clearly harm the Companyʼs corporate value, Any person or entity who forces shareholders to sell their shares in a hurry by creating a
disadvantageous situation if they do not accept a takeover proposal, or Any person or entity that does not provide the Company with the information or the timerequired for making decisions.
(ii)

Details of Engagement

The Board of Directors of the Company, to whom the shareholders have entrusted the
management of the Company, is engaged in the following efforts to implement the Groupʼs basic
policy.
Steps to Increase the Corporate Value of the Group

Promoting the Mid-term Plan
From April 2022, the Group started a three-year Mid-term Plan under the Group Purpose,
aiming to connect with a wide range of stakeholders including IP fans, business partners,
Group employees and communities around the world on a broader, deeper, and more
multifaceted level. Under the Mid-term Plan, the Group is committed to progressing toward a
new stage as an entertainment corporate group and enhancing its corporate value byimplementing its priority strategies, namely the IP axis strategy, personnel strategies, andsustainability, based on the Mid-term Vision to “Connect with Fans.”51Strengthening Corporate Governance
The president and representative director of each business management company
responsible for each Unit holds concurrent positions within the Group, such as serving as a
Director of the Company. This is the key measure that the Company has taken to strengthen
the collaborative efforts between the holding company and the operating companies andbetween the operating companies and to facilitate speedier decision-making as a group. In
addition, the Company transitioned from a company with an audit & supervisory board to acompany with an audit & supervisory committee in June 2022, in order to strengthen its
corporate governance system and further enhance corporate value through speedy decisionmaking and business execution. With this transition, the Company is working to strengthen
management oversight functions by appointing five Outside Directors out of 14 total Directors
and also making sure that all of the Outside Directors are independent Outside Directors. In
addition, the Company has organized an Independent Directors Committee with the aim ofevaluating the appropriate functioning of the Board of Directors from an objective perspective.
The Independent Directors Committee comprises independent officers only, and its secretariat
functions are entrusted to a third-party specialist organization. In this way, the Company
retains a more highly effective supervisory function over the Board of Directors.

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



Reinforcing Personnel Strategies
In accordance with our Purpose, the Group strives to be a corporate group with “Same Spirit,
Diverse Talents,” where diverse people of different skills, individual characteristics and values
can thrive. We have always focused on recruiting and promoting individuals regardless ofwhether they are new graduates or mid-career hires and regardless of gender, age, nationality,
race, religion, sexual orientation, or other personal characteristics, in addition to which wehave focused on developing various systems and environments that enable a diverse array ofpeople to thrive and work in a way that is both physically and mentally healthy. In addition, we
have promoted initiatives such as those that support challenges taken on by employees andthat develop human resources who promote the IP axis strategy on a global scale, while at thesame time promoting measures for new and diverse ways to work and the development ofsystems therefor.

Reinforcing Sustainability Activities
In accordance with our Purpose, the Group will promote sustainable activities for therealization of a sustainable society with fans. In April 2021, the Group formulated the “Bandai
Namco Group Sustainability Policy” to, under the IP axis strategy, work with fans to promotesustainability activities corresponding to social issues that should be addressed by the Group.
In our Mid-term Plan, in which we have designated sustainability as a priority strategy, we will
promote a detailed action plan to work on the material issues that we have identified as social
issues that should be addressed by the Group. In addition, in order to address the problems
related to the natural environment that society is faced with, we will set targets for the
reduction of carbon dioxide emissions from the use of energy as well as steps to achieve themand advance our decarbonization initiatives.



Proactive IR Activities
The Company discloses information in a timely and appropriate manner in accordance with
the Financial Instruments and Exchange Act and rules prescribed by the Tokyo Stock Exchange.

52

We aim to be a highly transparent corporation that clearly provides our stakeholders, inparticular our shareholders, with information concerning management strategies andbusiness directions. The Group thus works to provide ample opportunities, for instance,company information meetings and financial information meetings, for the president andrepresentative director and other executives of the Company to provide explanations directly
to individual investors and to both Japanese and foreign institutional investors, stock analysts,
etc. in order to deepen their understanding of the Group.
Proactive Policy for the Return of Profits to Shareholders
The Company ranks the return of profits to shareholders as one of its highest priorities in its
management. The Company aims to further strengthen the Groupʼs competitiveness and,while maintaining a sound financial status, to achieve regular distributions of dividends andimprovement in the Companyʼs corporate value. Specifically, the Company follows a basic
policy of providing a return to shareholders that targets a total return ratio of 50% or more
based on stable dividend payments of 2% of DOE (dividends on equity). Under this policy, theCompany strives to maintain long-term and stable dividends and be more aware of capital cost.
(Reference)53

Takeover Defense Measures
At present, the Company has not introduced any specific takeover defense measures. The Group
regards implementing our management and business strategies in accordance with the measures
to increase the corporate value of the Group and aiming to increase the corporate value of theGroup as a whole as a substantial defense against inappropriate takeovers. That said, since we are
entrusted by shareholders with the management of the Group, we will work on studying anddeveloping a system for takeover defense, with a close eye on legal and social trends, in
anticipation of situations in which an inappropriate entity or person might emerge to havedecision-making power over the Companyʼs financial and business policies. In concrete terms, inthe event an inappropriate bidder emerges, the management team will not take steps to guard its
own interests against the takeover offer by the bidder, but will sufficiently deliberate the matter at
the Board of Directors Meetings after referring the matter to the Independent Directors Committee
for their review from objective viewpoints, to enable the Company to make a judgment from theperspective of improving corporate value first. The Company will also work to collect sufficient
information and secure necessary time, so as to be conducive to appropriate judgment by theshareholders.
(Note) In this Business Report, fractional amounts less than the indicated unit amount are rounded
down for sums of money and numbers of shares, while percentages and other values arerounded off to the nearest figure.

54

(5) Systems for Ensuring the Properness of Operations and Operating Status of the Systems(As of March 31, 2023)
Systems for Ensuring the Properness of Operations
The following outlines decisions regarding the basic policy for the structure of internal control
systems.
(i)

Systems to Ensure that the Execution of the Duties by Directors, etc. and Employees of theCompany and Its Subsidiaries Is in Compliance with the Laws and Regulations and the
Articles of Incorporationa. The Company shall set in place Bandai Namcoʼs Purpose and the Group Compliance Charter,
ensure that Directors and employees of the Company and its subsidiaries are familiar withthem, and always pay due attention to ensure they carry out their duties lawfully and fairly.
b. Directors of the Company shall report periodically to the Board of Directors on the structure
and operating status of internal control systems.
c. The Company shall install a Director in charge of compliance who is responsible forsupervision of compliance overall based on its compliance regulations, and establish a
structure ensuring that the Company and the entire Group abides by the law, behaves
ethically, and complies with internal regulations.
d. Should violations of compliance or suspicions thereof occur within the Group, the Company
shall immediately convene the Group Risk Compliance Committee with the Companyʼs
President and Representative Director as its chair to discuss and decide how the issue should
be handled.
e. Overseas, an overseas regional headquarters shall be determined for each region to manage
risk and support compliance.
f. Internal reporting systems including an internal consultation point, an external consultation
point comprising external legal advisors, etc., and a hotline (by e-mail, etc.) which enables
reporting directly to Directors, Audit & Supervisory Committee Members of the Company or
to Audit & Supervisory Board Members of its subsidiaries shall be put in place in the Company
and its major subsidiaries.
g. The Internal Auditing Division shall be established independently of the executive sections in
the Company and its major subsidiaries to work towards maintaining the properness of
execution of operations through internal audits.
(ii)

Systems for Preserving and Managing Information Related to Directorsʼ Execution of Their
Dutiesa. The Company shall establish regulations concerning document management and ensure (i)the centralized collection and management of documents circulated for approval, minutes ofseveral kinds of meetings, contracts and other documents and (ii) appropriate safekeeping
and management of important documents in each department. The Company shall have asystem to ensure that Directors may view those documents at any time.
b. The Company shall establish regulations concerning information security as a part of Groupmanagement. These regulations will provide for a system to ensure appropriate safekeeping
and preservation of information.

55

(iii) Regulations Concerning Management for Risk of Loss of the Company and Its Subsidiaries
and Other Systems
a. The Company shall establish regulations concerning risk management and compliance as apart of Group management. Throughout the Group, we will work to prevent risk and to
discover risk factors as rapidly as possible.
b. When risk arises, the Company shall convene the Group Risk Compliance Committee without
delay to minimize the impact of risk on our business by responding to risk quickly and in an
appropriate manner.
c. Anticipating the occurrence of situations that could cause drastic damage to the managementof the Group through a major disaster or the like, the Group shall define the basic policy for a
Business Continuity Plan (BCP) for the Group, and formulate a BCP for the Group and organizea Business Continuity Management (BCM) system to achieve rapid recovery and restart ofoperations. Directors and employees of the Company and its subsidiaries shall be made awareof this.
(iv) Systems to Ensure That Directors, etc. of the Company and Its Subsidiaries Execute Their
Duties Efficiently
a. The Company shall assign each subsidiary into Units categorized by business segment, andappoint a Director and business management company in charge of each Unit in order toimprove efficiency of business operations based on the division of duties, chain of command
structure, authorities and competencies, decision making frameworks and other regulations
regarding structure within the Group.
b. The Company shall formulate a Mid-term Plan with a period of three business years for theentire Group and each Unit, and determine the budget for each business year based on those
Mid-term Plans.
c. The Company shall establish a Full-Time Officers Committee comprising full-time Directors
and delegate the authority to make decisions on the execution of certain duties from theBoard of Directors to the Committee to enable swifter decision-making.
(v)

Systems Concerning Reporting Matters Regarding Execution of Duties of Directors, etc. of
Subsidiaries to the Company

a. The Company shall establish meetings such as Group Business Report Meetings and GroupManagement Meetings, and put in place a system for reporting inside the Group and decision
making.
(vi) Other Systems to Ensure Proper Business Behavior by the Company and Its Subsidiaries
a. The Company shall revise the Group Compliance Charter as appropriate in response torevisions to laws and regulations and changes in the social context surrounding the Group,and shall ensure that the contents of the Charter are made thoroughly known to Directors, etc.
and employees of the Company and its subsidiaries through distributing the ComplianceBook and through training. In addition, the Company shall regularly conduct a complianceawareness survey of Directors, etc. and employees of the Company and its subsidiaries toassess the level of awareness, etc. regarding the Charter, and shall utilize the results of thesurvey in future compliance promotion activities.
b. The Company and its subsidiaries shall endeavor to improve and standardize businessprocesses considering the importance of effectiveness and efficiency in business operations,56

and shall evaluate and operate internal controls on financial reporting based on related laws
and regulations, etc.
(vii) Matters Regarding Employees Who Shall Assist the Audit & Supervisory Committee with its
Duties and Matters Regarding the Independence of Such Employees from Directors(Excluding Directors Who Are Audit & Supervisory Committee Members)a. The Company shall provide a speedy response when the Audit & Supervisory Committee asks
the President and Representative Director to appoint an employee who shall assist theCommittee with its duties. Where that employee simultaneously works for any other section,
his or her business duties pertaining to the Audit & Supervisory Committee shall take priority.
b. The Company shall manage personnel matters regarding such employees subject to theconsent of the Audit & Supervisory Committee so as to ensure independence from the Boardof Directors.
(viii) Matters Concerning Ensuring the Effectiveness of Instructions to Employees Who Shall Assist
the Audit & Supervisory Committee with its Duties
a. The Company shall keep Directors and employees thoroughly informed that employees who
shall assist the Audit & Supervisory Committee with its duties are under the command of the
Audit & Supervisory Committee.
(ix) System for Directors (Excluding Directors Who Are Audit & Supervisory Committee Members),
etc. and Employees of the Company and Its Subsidiaries to Report to the Companyʼs Audit &Supervisory Committee
a. Directors (excluding Audit & Supervisory Committee Members), etc. and employees of theCompany and its subsidiaries shall report to the Audit & Supervisory Committee promptlywith regard to matters prescribed by laws and regulations, other matters likely to have a major
impact on the Company and the Group, and matters related to the current status of internal
audits and compliance.
b. Directors (excluding Audit & Supervisory Committee Members), etc. and employees of theCompany and its subsidiaries shall report promptly and appropriately when requested to do
so by the Audit & Supervisory Committee of the Company regarding the performance of theirduties.
c. The Company shall put in place a hotline (by e-mail, etc.) to allow reports to be made directly
to the Companyʼs Directors, Audit & Supervisory Committee Members as an internal reporting
system.
(x)

System for Ensuring That Persons Making Reports to the Audit & Supervisory Committee Shall
Not Be Treated Disadvantageously

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

57

(xi) Matters Regarding Policies Pertaining to Procedures for Advance Payments or
Reimbursement of Expenses Arising in the Performance of Duties by Audit & Supervisory
Committee Members and Other Payment of Expenses and Liabilities Arising in the
Performance of Said Duties
a. The Company shall immediately pay expenses or liabilities where a Director, Audit &Supervisory Committee Member has requested advance payments or reimbursement ofexpenses arising in the performance of his or her duties, excluding cases where they were notconsidered necessary for the performance of said duties.
(xii) Other Systems to Ensure the Effectiveness of Audits Conducted by the Audit & Supervisory
Committee
a. Directors (excluding Audit & Supervisory Committee Members) of the Company shallformulate a system whereby Directors, Audit & Supervisory Committee Members can attend
important meetings, and ensure that a system exists whereby they can meet periodically oron an ad hoc basis with Directors and employees and can cooperate with the Internal Audit
Division and Accounting Auditors.
b. Subsidiaries of the Company shall install an appropriate number of Audit & Supervisory Board
Members according to their scale, business category, etc., and ensure that there are systems
in place wherein Audit & Supervisory Board Members of subsidiaries report periodically to the
Audit & Supervisory Committee of the Company.

58

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

Overall Internal Control Systems
In order to establish and operate overall internal control systems at the Company and its
subsidiaries, an Internal Control Committee established within the Company conducts
regular monitoring and evaluation of internal controls and reports to the Board of Directors
as internal control reports. Improvements are implemented based on these reports. The
appropriateness and reliability of evaluations of internal controls are ensured by having
Internal Audit Divisions established at the Company and its major subsidiaries conduct
appropriate internal audits.
In order to further enhance its corporate value by carrying out swifter decision-making andbusiness execution while strengthening the corporate governance system, the Company
transitioned from a company with an audit & supervisory board to a company with an audit& supervisory committee in June 2022. With this transition, the Company is working tostrengthen management oversight functions by appointing five Outside Directors out of 14
total Directors and also making sure that all of the Outside Directors are independent Outside
Directors.

2.

Compliance and Risk Management
In order to ensure abidance of laws, respect of ethical behavior, and compliance withinternal regulations, the Company has set in place the Group Compliance Charter to define
behavioral guidelines for Directors, etc. and employees of the Company and its subsidiaries,
and is working to ensure that they are familiar with the Charter, through putting up posters
and distributing a Compliance Book. In addition, the Director in charge of compliance of theCompany strives to strengthen the compliance systems by carrying out management of theoverall compliance of the Group and periodical training using e-learning tools and otherprograms. The Company also investigates the degree of actual awareness throughdistributing surveys on compliance awareness to all employees of the Company and its
subsidiaries and strives to enhance compliance awareness by sharing the results of thesurvey with each subsidiary director in charge of compliance. Furthermore, the Company has
established and operates a whistle-blowing system to provide a point of contact for internaland external consultations and a hotline (by e-mail, etc.) to allow direct reporting to Directors,
Audit & Supervisory Committee Members of the Company or Audit & Supervisory Board
Members of its subsidiaries. The Company and its major subsidiaries have also included
provisions in their internal regulations to ensure the protection of whistleblowers.
For risk management, the Company and its subsidiaries have established guidelines onrisk management and have formulated and operate a Business Continuity Plan (BCP) and a
Business Continuity Management (BCM) system for the Group. The Company is working toensure that Directors, etc. and employees of the Company and its subsidiaries are well awareof these guidelines and systems.
Should violations of compliance occur or risk arise, a meeting of the Group Risk
Compliance Committee, chaired by the President and Representative Director, is convened
immediately to ensure a quick and appropriate response. Every month, the Group
Compliance Committee Secretariat reports to the Board of Directors any information oncompliance and risk and how they have been managed in the Company and its subsidiaries.

3.

Subsidiary Business Management
The Company assigns each subsidiary into three Units and five Businesses categorized bybusiness segment, and appoints a Director and a business management company in chargeof each Unit and Business in order to improve efficiency of business operations based on thedivision of duties, chain of command structure, authorities and competencies, decision59

making frameworks and other regulations regarding structure within the Group. The Group
Business Report Meetings (held four times this fiscal year) and the Group Management
Meetings (held 10 times this fiscal year) are convened regularly to allow information sharing
across the Group and facilitate discussions relating to various issues. The Company has alsoestablished and controls a business management system at subsidiaries, with a central role
played by the Companyʼs Corporate Planning Department, and monitors progress every
month through a review of the Mid-term Plans and business performance across the Groupand at each Unit and Business. In addition, the Companyʼs Internal Auditing Division
efficiently monitors the Groupʼs internal controls through regular internal audits of thesubsidiaries.
4.

Execution of Duties by Directors
The Company has established the Purpose, which is the ultimate definition of the Group,
the Group Compliance Charter, and the Group Rules for Executives and has disseminatedthese regulations to ensure that Directors carry out their duties in a fair and legal manner.
The Company has appointed a number of independent Outside Directors and actively
exchanged ideas with them on a variety of occasions such as at the Board of Directors
Meetings and executive training sessions in order to strengthen the supervisory function of
the Company. The Independent Directors Committee consisting of only independent Outside
Directors evaluates the effectiveness of the Board of Directors and works on corporate
governance and corporate value improvement. In this fiscal year, the Board of Directors
Meetings were held 19 times and the Independent Directors Committee meeting was heldonce.
In addition, some of the authority for the execution of duties has been delegated from theBoard of Directors to a new meeting body (Full-Time Officers Committee) from April 2022 tobuild a system that will enable even swifter decision-making and execution of duties in the
fast-changing entertainment market.

5.

Audits by the Audit & Supervisory Committee
Directors, Audit & Supervisory Committee Members of the Company attend key meetings
at the Company and the major subsidiaries, including the Board of Directors Meeting and theGroup Business Report Meetings, and audit the execution of duties by Directors andcompliance with laws and regulations and the Articles of Incorporation. The Audit &Supervisory Committee Meetings convened 12 times this fiscal year, allowing the Directors,
Audit & Supervisory Committee Members to exchange opinions and share information on
important matters. The Audit & Supervisory Committee Members also meet regularly or asneeded with the Directors of the Company, Internal Auditing Divisions, the Audit &Supervisory Board Members of subsidiaries and the Accounting Auditors to ensure the audits
conducted by the Audit & Supervisory Committee are effective and efficient.
The Company transitioned from a company with an audit & supervisory board to acompany with an audit & supervisory committee pursuant to the resolution at theSeventeenth Ordinary General Meeting of Shareholders held on June 20, 2022. During theperiod of this fiscal year before the transition to a company with an audit & supervisorycommittee, the Audit & Supervisory Board Members of the Company held Audit &Supervisory Board Meetings four times and fulfilled the above-mentioned roles.

60

Consolidated Balance Sheet(As of March 31, 2023)(Millions of yen)AmountASSETS
Current assets
Cash and time deposits
Trade receivables and contract assets
Finished goods and merchandiseWork in process
Raw materials and supplies
Other current assets
Allowance for doubtful receivables
Total current assets

280,226
99,00741,324
104,835
6,063
62,266(1,086)592,637

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

19,1748,499
46,47633,307
107,458
14,561
21,622
36,183
140,706
27,572596
21,860(656)
190,078
333,720926,35861

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

99,244
10,77026,022
22,567
2,119
1,958
84,638247,323

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

118
3,710
199
22,872
26,901
274,224

NET ASSETSStockholdersʼ equity
Common stock
Capital surplus
Retained earnings
Treasury stock
Total stockholdersʼ equity

10,00052,897523,923(2,102)584,718

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

62,671(656)(4,016)
11,049(1,915)
67,132
282
652,133
926,35862

Consolidated Statements of Operations(From April 1, 2022 to March 31, 2023)
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Share of profit of entities accounted for using equity
methodForeign exchange gains
Other non-operating income
Non-operating expenses
Interest expense
Loss on investments in deferred compensation plan
Other non-operating expenses
Recurring profit
Extraordinary income
Gain on sales of shares of subsidiaries and associates
Subsidies for employment adjustment and other related
to COVID-19
Other extraordinary income
Extraordinary loss
Loss on impairment of fixed assets
Loss on valuation of investment securities
Loss on disposal of fixed assets
Other extraordinary loss
Profit before income taxes
Income taxes - current
Income taxes - deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent

63(Millions of yen)Amount990,089
621,433
368,656
252,183
116,472
1,178
1,460
2,323
5,010
2,122
332
144
84

12,095561
128,006

510
132
153
1,251
553
506
276
42,669(6,799)796

2,587
126,215
35,87090,345090,345

Consolidated Statement of Changes in Net Assets (From April 1, 2022 to March 31, 2023)(Millions of yen)
Stockholdersʼ equity
Common stock

Capital surplus

10,00052,574

Balance at beginning of year

Retained earnings
482,147

Treasury stock

Total stockholdersʼ
equity(2,140)542,581

Changes during the period
Cash dividends
Profit attributable to ownersof parent
Change in scope of
consolidation
Change in scope of
consolidation - foreign
currency translation
adjustment(47,310)(47,310)

90,34590,345(1,258)(1,258)–Purchase of treasury stock
Disposal of treasury stock

323

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

(4)

(4)

42

365

0

0

–

323

41,77538

42,136

10,00052,897523,923(2,102)584,718

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

Balance at beginning of year

45,037

Deferred gains
or losses onhedges,net of tax

901

Revaluation
reserve for land,
net of tax

Foreigncurrencytranslation
adjustments(4,016)

1,886

Remeasurement Total accumulated Non-controllinginterestss of definedothercomprehensive
benefit plans,
net of tax
income(2,394)

41,413237

Total net assets

584,233

Changes during the period
Cash dividends(47,310)

Profit attributable to ownersof parent
Change in scope of
consolidation
Change in scope of
consolidation - foreign
currency translation
adjustment

90,345
44

223

223

(1,214)223

Purchase of treasury stock(4)

Disposal of treasury stock

365

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

0

17,634(1,557)

–

8,940

478

25,495025,495

Total changes during the period

17,634(1,557)

–

9,163

478

25,71844

67,900

Balance at end of year

62,671(656)(4,016)

11,049(1,915)

67,132

282

652,13364

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

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

Status of Consolidated Subsidiaries:(i)

Total Number of Consolidated Subsidiaries:
81 companies(ii)

Names of Principal Consolidated Subsidiaries:
Bandai Namco Entertainment Inc., BANDAI CO., LTD., Bandai Namco Filmworks Inc.,
Bandai Namco Amusement Inc., Bandai Namco Holdings USA Inc., Bandai Namco
Europe S.A.S., Bandai Namco Holdings Asia Co., Ltd., Bandai Namco Holdings China
Co., Ltd., and Bandai Namco Holdings UK Ltd.
SUNRISE INC. has changed its name to Bandai Namco Filmworks Inc.

(iii) Changes in the Scope of Consolidation:
Since Bandai Namco Aces Inc. was newly established in this fiscal year, and Limbic
Entertainment GmbH and SUNRISE INC. each became a subsidiary of the Company throughstock acquisition in this fiscal year, these companies are now included in the scope of
consolidation.
Since Bandai Namco Rights Marketing Inc., Bandai Namco Live Creative Inc., and SUNRISE
Music INC., which were consolidated subsidiaries of the Company in the previous fiscal year,
were merged into a consolidated subsidiary of the Company by absorption-type mergers;
D3Publisher of America, Inc. transferred their shares; and Bandai Namco Toys & Hobby(Shanghai) Co., Ltd. was liquidated, they have been excluded from the scope of
consolidation.
(2)

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

(ii)

Reason for Exclusion from the Scope of Consolidation:
Non-consolidated subsidiaries have been excluded from the scope of consolidation as thescale of the business conducted by each of those companies is small and the total assets, net
sales, profit or loss and retained earnings, etc. corresponding to the ownership held by theCompany of each non-consolidated subsidiary have no material impact on the consolidated
financial statements.

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

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

Number of Affiliated Companies to Which the Equity Method Was Applied:
5 companies(ii)

Names of the Principal Affiliated Companies to Which the Equity Method Was Applied:
HAPPINET CORPORATION, Drecom Co., Ltd., and Tsuburaya Productions Co., Ltd.

65

(2)

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

(ii)

Reason the Equity Method Was Not Applied to the Company:
The equity method was not applied to this company, because it was deemed that theexclusion of the company from the application of the equity method would have little, andno material impact on the consolidated financial statements of the Company and it seemed
unimportant as a whole in consideration of the company’s profit or loss and retained
earnings, etc. corresponding to the Company’s equity share in it.

(iii) Special Notes Regarding Procedures for Applying the Equity Method:
If any of the companies to which the equity method is applied has a closing date that differsfrom the consolidated closing date, then the financial statements for the fiscal year of thatcompany are used.
3. Information Concerning the Fiscal Year, etc. for Consolidated Subsidiaries
The closing date for Bandai Namco Holdings China Co., Ltd., Bandai Namco Entertainment(Shanghai) Co., Ltd., BANDAI (SHENZHEN) CO., LTD., SUNRISE (SHANGHAI) CO., LTD., and Bandai
Namco Amusement (Shanghai) Co., Ltd. is December 31, and their financial data as of that closing
date is used. The closing date for BANDAI CORPORACION MEXICO, S.A. de C.V. is December 31,
and its financial data is based on a provisional closing as of March 31 pursuant to procedures forthe fiscal year-end closing.
Necessary adjustments on a consolidated basis are made when transactions of material
importance occur between the reported closing date and the consolidated closing date.
4. Accounting Policies(1)

Valuation Basis and Methods for Significant Assets:(i)

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

66

(ii)

Derivative Transactions: Stated using the fair value method.

(iii) Valuation Basis and Methods for Inventories:
Work in process, such as game software, etc.:
Stated using the cost method based on the specific-cost method. (The value
stated on the balance sheet was calculated by writing down the book value basedon declining profitability.)
Others:Domestic consolidated subsidiaries:
Generally, stated using the cost method based on the average method. (Thevalue stated on the balance sheet was calculated by writing down the bookvalue based on declining profitability.)
Overseas consolidated subsidiaries:
Generally, stated using the lower of cost or market method based on the
average method.
(2)

Depreciation Methods for Significant Depreciable Assets:(i)

Property, Plant and Equipment (Exclusive of leased assets and right-of-use assets):
The Company and domestic consolidated subsidiaries:
Generally stated using the declining-balance method.
However, for buildings (excluding equipment attached thereto) acquired on orafter April 1, 1998 and for part of the amusement facilities and machines, etc., thestraight-line method was used.
The general useful life of property, plant and equipment is as follows:
Buildings and structures:
2 to 50 years
Amusement facilities and machines:
3 to 15 years
Overseas consolidated subsidiaries:
Stated using the straight-line method.
The general useful life of property, plant and equipment is as follows:
Buildings and structures:
3 to 50 years
Amusement facilities and machines:
4 to 25 years(ii)

Intangible Assets (Exclusive of leased assets and right-of-use assets):
Stated using the straight-line method.
The general useful life of software is as follows:
Software (used internally):
1 to 5 years(iii) Leased Assets:
Stated using the straight-line method, with the useful life set to the lease period, fora residual value of zero.
(iv) Right-of-use assets:
Stated using the straight-line method over the shorter of the useful life or the lease
period of assets.

67

(3)

Basis of Recognition for Significant Provision:(i)

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

(ii)

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

(4)

Accounting Standards for Significant Income and Expense:(i)

Revenue Recognition:
The content of performance obligations and normal timing of revenue recognition
for major businesses are as follows.
a. Digital BusinessIn the Digital Business, we mainly conduct the distribution of network content and sales ofhome video games.
For the distribution of network content (smartphone-based applications, etc.), in manycases, games are provided for free to customers, while items, etc. used in the game areprovided at charge. The Company deems the performance obligation to be satisfied when
the customer uses said items, etc. and estimates the customerʼs usage period, recognizing
revenue over such usage period.
For sales of home video games, the Company deems the performance obligation to besatisfied and recognizes revenue at the point in time when the product is transferred to thecustomer. However, if there are elements not yet delivered to the customer, such asadditional free downloadable content, the Company calculates the estimated sale value by
referencing the selling price of similar paid downloadable content and recognizes revenue
over the course of the customerʼs average game-playing period.
Licensing of home video games under license agreements is a grant of usage rights, and theCompany deems the performance obligation to be satisfied and recognizes the minimum
guarantee as revenue at the point in time when licensing starts. Royalties based on net sales
are determined based on the sales, etc. of the contract partner, and revenue is recognizedat the point in time when the performance obligation is deemed to be satisfied while taking
into consideration the time when the royalty is accrued.
b. Toys and Hobby BusinessIn the Toys and Hobby Business, we mainly conduct sales of toys, capsule toys, cards,
confectionery and foods, apparel, sundries, plastic models, prizes, stationary, and otherproducts.
For such sales of goods and products, the Company deems the performance obligation to
be satisfied and recognizes revenue at the point in time when the good or product istransferred to the customer.

68

c. IP Production BusinessIn the IP Production Business, we mainly conduct the production and management ofvisual and music content such as animations and the management and administration of
copyrights and other rights.
For contracted animation production, the Company deems the performance obligation to
be satisfied and recognizes revenue at the point in time when the product is delivered tothe client.
Regarding the sales of visual and music content and the like, the Company deems theperformance obligation to be satisfied and recognizes revenue at the point in time when
the product is transferred to the customer.
Licensing of animation and visual and music content under license agreements is a grantof usage rights, and the Company deems the performance obligation to be satisfied andrecognizes the minimum guarantee as revenue at the point in time when licensing starts.
Royalties based on net sales are determined based on the sales, etc. of the contract partner,
and revenue is recognized at the point in time when the performance obligation is deemed
to be satisfied while taking into consideration the time when the royalty is accrued.
d. Amusement BusinessIn the Amusement Business, we mainly conduct the sales of amusement machines andoperation of amusement facilities.
For sales of amusement machines, the Company deems the performance obligation to besatisfied and recognizes revenue at the point in time when the product is transferred to thecustomer.
Revenue from the operation of amusement facilities mainly arises from charges tocustomers to play with amusement machines, and the Company deems the performanceobligation to be satisfied and recognizes revenue at the point in time when the customer
starts playing.
Regarding the domestic sales of goods and products in each business, the Company applies
the alternative treatment prescribed in paragraph 98 of the “Implementation Guidance on
Accounting Standard for Revenue Recognition,” and if the period from the time of shipment
to the time when control of such goods or products is transferred to the customer is a normal
period of time, the Company recognizes revenue at the time of shipment.
(ii)

Accounting of Video Game Content Production Costs:
A distinctive characteristic of video game content is the process through which thesoftware is highly combined with the content that cannot be separated into
identifiable components.
The content is considered to be an important component of each video game title,
which includes the game content and visual/music data.
Once management makes a decision to go forward in distributing a title, theCompany records the video game content development costs as work in process.
The capitalized production costs are amortized to cost of sales based on projectedsales revenue for home video games and are amortized to cost of sales over theminimum operating period for smartphone-based applications.

69

(5)

Significant Accounting Policies for Hedging:(i)

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

(ii)

Hedging Instruments and Hedged Items:
Hedging instruments:

Forward foreign exchange contracts

Hedged items:

Foreign-currency-denominated assets and liabilities
and scheduled transactions(iii) Hedging Policies:
Hedging is implemented for the purpose of reducing risks arising from fluctuations
in exchange rates involved in operational and financing activities.
(iv) Method of Assessing the Effectiveness of Hedging:
The Company assesses the effectiveness of hedging transactions, in principle, fromthe start of the transaction to the point at which effectiveness is assessed bycomparing the cumulative changes in the fair value or the cumulative changes in the
cash flows of the hedged item with the cumulative changes in the fair value or the
cumulative changes in the cash flows of the hedging instrument.
In the event that critical terms are the same for the hedging instrument and thehedged assets, liabilities, or scheduled transaction, it is assumed that the hedge is100% effective, so the assessment of effectiveness is not performed.
(6)

Amortization of Goodwill
The Company reasonably estimates the period for which the effects of goodwill are
expected to emerge and amortizes the goodwill on a straight-line basis over a fixed
number of years up to 10 years.

(7)

Other Important Information Constituting the Basis of Preparation of Consolidated Financial
Statements
Method of Accounting for Retirement Benefits
a. Method of attributing expected retirement benefits to periods
In calculating the retirement benefit obligations, the benefit formula basis is mainly usedin determining the amount of the expected retirement benefit obligations attributed to theperiod up to the end of this fiscal year.
b. Method of recognizing actuarial gains and losses and past service costs
Actuarial gains and losses are recognized in gain or loss in the consolidated fiscal year
following the year in which a respective gain or loss arises, and are amortizedproportionally on a straight-line basis over a certain period (7 to 14 years) that is within the
average remaining period of service of the eligible employees.
The entire amount of past service costs is recognized in gain or loss in the fiscal year during
which it arises, and is amortized on a straight-line basis over a period (10 years), which iswithin the average remaining years of service of the eligible employees.
c. The Company and certain consolidated subsidiaries use a simplified method in calculating
net defined benefit asset, net defined benefit liability, and periodic pension cost underwhich retirement benefit obligations are principally based on accrued benefits at the endof the year.

70

II.

Notes to Changes in Accounting Policy(Application of US GAAP Accounting Standards Update (ASU) No. 2016-02 “Leases”)
Effective from the beginning of the fiscal year ended March 31, 2023, the Companyʼs
consolidated subsidiaries in the United States have applied US GAAP ASU No. 2016-02 “Leases.”
ASU No. 2016-02 requires the lessee to recognize both right-of-use assets, which is the right touse the underlying assets, and lease liabilities, which is the obligation to make lease payments,
for all leases in principle. In applying this update, the Company used the method in which it
recognizes the cumulative effect of retrospective adjustments as of the commencement date ofapplication.
As a result of this change, in the consolidated balance sheets for this fiscal year, property, plantand equipment increased by 2,755 million yen, current liabilities increased by 681 million yen,and long-term liabilities increased by 2,073 million yen. The application of the update had only aminimal effect on operating profit, recurring profit, and profit before income taxes in the
consolidated statements of operations for this fiscal year. Moreover, the application had no
impact on the opening balance of retained earnings in the consolidated statement of changes in
net assets for this fiscal year.
(Application of Implementation Guidance on Accounting Standard for Fair Value Measurement)
The Company has applied the “Implementation Guidance on Accounting Standard for Fair Value
Measurement” (ASBJ Guidance No. 31, June 17, 2021; hereinafter the “Fair Value Measurement
Implementation Guidance”) from the beginning of this fiscal year, and, in accordance with thetransitional treatment provided for in paragraph 27-2 of the Fair Value Measurement
Implementation Guidance, it has decided to apply the new accounting policy set out thereinprospectively. There is no impact on the consolidated financial statements.

III. Notes to Changes in Method of Presentation(Consolidated Balance Sheet)“Long-term borrowings” (the balance of which at the end of this fiscal year is 195 million yen), which
had been stated separately in the previous fiscal year, is included in “Other long-term liabilities”
under “Long-term liabilities” in this fiscal year since it is at or below one percent of the total liabilities
and net assets.
(Consolidated Statements of Operations)(1)“Share of profit of entities accounted for using equity method,” which had been included in “Other
non-operating income” under “Non-operating income” in the previous fiscal year, is statedseparately starting this fiscal year since it is above 10 percent of the total non-operating income. The
amount of “Share of profit of entities accounted for using equity method” for the previous fiscal year
was 618 million yen.

(2)

“Provision of allowance for doubtful accounts” (the amount of this fiscal year is 23 million yen),which had been stated separately in the previous fiscal year, is included in “Other non-operating
expenses” under “Non-operating expenses” in this fiscal year since it is at or below 10 percent of thetotal non-operating expenses.

(3)“Gain on sales of fixed assets” (the amount of this fiscal year is 52 million yen), which had beenstated separately in the previous fiscal year, is included in “Other extraordinary income” under“Extraordinary income” in this fiscal year since it is at or below 10 percent of the total
extraordinary income.
In addition, “Gain on sales of shares of subsidiaries and associates,” which had been included
in “Other extraordinary income” under “Extraordinary income” in the previous fiscal year, isstated separately starting this fiscal year since it is above 10 percent of the total extraordinary71

income. The amount of “Gain on sales of shares of subsidiaries and associates” for the previous
fiscal year was 2 million yen.
IV. Notes Concerning Accounting Estimates
Valuation of Work in Process Concerning Home Video Games before Launch at Major Domestic
Development Bases(1)

Amount recorded in the consolidated financial statements for this fiscal year:
Work in process(2)¥60,956 million

Information concerning the contents of significant accounting estimates for the identified items
The value of work in process concerning home video games before launch in the Digital
Business stated on the consolidated balance sheet was calculated by reducing the book value
based on declining profitability and is evaluated to be the lower of the net realizable value or
the book value of work in process.
The profitability of work in process is determined not to be declining when there is no change
in market demand trends from initial production estimates and the production is progressing
smoothly.
However, work in process that may decline in profitability is evaluated on an individual basis;in particular at the stage nearing launch when market demand trends can be better understood,
work in process is evaluated individually by taking into consideration sales performance ofsimilar game titles and sales potential based on future demand forecasts.
Estimates involving such determinations and assumptions may be affected by future demand
trends and other factors; if such change in circumstances occurs, these estimates may possibly
have a significant effect on the amount of work in process in the consolidated financial
statements in the following consolidated fiscal year and onwards.

V.

Notes to Consolidated Balance Sheet
1. Of trade receivables and contract assets, the amount of receivables arising from contracts withcustomers is as follows.
Notes receivable
Accounts receivable–trade¥4,726 million¥94,281 million

2. Assets Pledged as Collateral
Not applicable.
The assets deposited as a security deposit for issuance under the Payment Services Act, etc.
are as follows:“Other investments and assets” under“Investments and other assets”¥2,417 million

3. Amount of Accumulated Depreciation of Property, Plant and Equipment: ¥215,426 million

72

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

¥49 million

Bandai Namco Will Inc.

¥5,144 million

BANDAI LOGIPAL AMERICA, INC.

¥245 million

Transferee of amusement facilities business in North America¥5,439 million

Total
5. Land Revaluation

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

222,000,000 shares(Note) The Company conducted a share split with a ratio of three shares for every one share of common stock on
April 1, 2023. The above represents the number of shares before the share split.

2. Matters Concerning Distribution of Surplus(1)

Paid Dividend Amounts, etc.

Date of Resolution
June 20, 2022,
Ordinary General
Meeting of
Shareholders
November 10,
2022, Board of
Directors Meeting

Type ofsharesTotal amountof dividends(Millions ofyen)

Dividend per
share
(Yen)

Commonstock

41,368

Common
stock

5,942

Date of record

Effective date

188

March 31,2022

June 21, 2022

27

September 30,
2022

December 9,
2022(Note) The Company conducted a share split with a ratio of three shares for every one share of common stock on
April 1, 2023. The above-mentioned dividend per share represents the amount before the share split.

73

(2)

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

Type ofsharesTotalamount ofdividends(Millions ofyen)June 19, 2023,
Ordinary General
Meeting of
Shareholders

Commonstock

39,394

Source ofdividends

Dividend
per share(Yen)

Date ofrecordEffective
date

Retainedearnings

179

March 31,2023

June 20,2023(Note) The Company conducted a share split with a ratio of three shares for every one share of common stock on
April 1, 2023. The above-mentioned dividend per share represents the amount before the share split.

VII. Notes Concerning Financial Instruments
1. Financial Instruments
The Group manages funds by means of highly secure financial instruments only and procures
funds through borrowing from banks and other financial institutions.
With regard to credit risk posed by customers with respect to trade receivables, which areoperating receivables, credit information on major customers is updated at least once a year,
to minimize such credit risk. Hedging is implemented as necessary through the use of forward
exchange contracts for the purpose of reducing risks arising from fluctuations in exchange rates
for foreign-currency-denominated operating receivables.
Shares, which are investment securities, are exposed to the risk of market price fluctuations;
their fair values are checked once a quarter.
Part of trade payables, which are operating liabilities, is denominated in foreign currencies.
Hedging is implemented as necessary through the use of forward exchange contracts for the
purpose of reducing risks arising from fluctuations in exchange rates for foreign-currencydenominated operating liabilities.
Borrowings are implemented for the purpose of securing sufficient current liquidity. Ifborrowings are implemented with a floating interest rate, interest rate swap transactions will
be conducted as necessary to hedge interest rate fluctuation risk.
Derivative transactions are executed and managed according to internal rules that determine
trading authority and limits on amounts traded; derivatives are used in ways that minimize
credit risk, and thus transactions are carried out only with highly creditworthy financial
institutions.

74

2. Fair Values of Financial Instruments
The book values of financial instruments as stated in the consolidated balance sheet, their fairvalue as of March 31, 2023, and the difference between book value and fair value are as statedbelow.
Shares, etc. that do not have a market price and investments in partnerships for which the net
amount of the Company’s equity share in the partnerships is recorded on the balance sheet(book value stated in the consolidated balance sheet is 11,960 million yen) are not included in“Short-term investments and investment securities.”
In addition, notes regarding “cash” are omitted, and notes regarding “time deposits,” “tradereceivables,” “trade payables,” “short-term borrowings” and “accrued income taxes” areomitted due to the fair value approximating the book value as they are settled in a short periodof time.

Short-term investments andinvestment securities
1. Available-for-sale securities
2. Stock of affiliated companies
3. Other
Total assets
Derivative transactions (*)

Book value stated in
the consolidatedbalance sheet(Millions of yen)

Fair value(Millions of yen)

Difference(Millions of yen)

117,952
10,706
86
128,745(1,033)

117,952
16,344
86
134,383(1,033)

—
5,638
—
5,638
—

(*) Debts and credits derived from derivative transactions are stated on a net basis. Items to berecorded as net debts in the total are enclosed in brackets.
3.

Matters Relating to the Breakdown of the Fair Value of Financial Instruments by Appropriate
Classification, Etc.
The fair value of financial instruments is classified into the following three levels according tothe observability and materiality of inputs used to measure fair value.
Level 1 fair value:

Fair value measured using observable inputs such as quoted prices in
active markets for the assets or liabilities that are the subject of themeasurement.

Level 2 fair value:

Fair value measured using observable inputs other than Level 1 inputs.

Level 3 fair value:

Fair value measured using unobservable inputs.

If multiple inputs are used that have a significant impact to the fair value measurement, suchfair value is categorized in its entirety at the level with the lowest priority in fair value
measurement among levels which each input belongs to.

75

(1)

Financial Assets and Liabilities for Which Fair Value Is Used as Book Value Stated in the Consolidated
Balance Sheet
Fair value (Millions of yen)
Level 2
Level 3

Level 1
Total
Short-term investments andinvestment securities
Available-for-sale securities
Stocks117,952——
117,952
Other
—
—
86
86
Derivative transactions (*)
Currency related—(1,033)—(1,033)(*) Debts and credits derived from derivative transactions are stated on a net basis. Items to berecorded as net debts in the total are enclosed in brackets.
(2) Financial Assets and Liabilities for Which Fair Value Is Not Used as Book Value Stated in theConsolidated Balance Sheet
Fair value (Millions of yen)
Level 2
Level 3

Level 1
Short-term investments andinvestment securities
Stock of affiliated companies
Stocks

16,344

—

—

Total

16,344(Note) Description of the valuation techniques and inputs used to measure fair value:
Short-term investments and investment securities
Listed shares are valued using quoted prices. As listed shares are traded in active markets, theirfair value is classified as Level 1.
Others are SAFE investments. Their latest fair value is estimated by taking into consideration
events affecting the value of financial instruments and is classified as Level 3.
Derivative transactions
The fair value of forward exchange contracts is measured using observable inputs, such as
exchange rates, and is classified as Level 2.
VIII. Notes Concerning Real Estate for Lease, etc.
1. Real Estate for Lease, etc.
The Company and some of its consolidated subsidiaries own real estate for lease, etc. (includingland) in Tokyo and other regions.
2. Fair Value of Real Estate for Lease, etc.
Book value stated in the consolidatedbalance sheet (Millions of yen)
34,575

Fair value(Millions of yen)
33,372(Notes) 1. The book value stated in the consolidated balance sheet is calculated by deducting
accumulated depreciation from acquisition cost.
2. The fair value as of the end of this fiscal year is the amount calculated based mainly on “realproperty appraisal reports” prepared by external real property appraisers. However, if there
is no significant fluctuation for a certain valuation or an index that is considered toappropriately reflect the fair value since the most recent evaluation, the fair value is basedon the most recent evaluation.

76

IX. Notes Concerning Revenue Recognition
1. Disaggregation of Revenue from Contracts with Customers(Millions of yen)
Business segment
DigitalJapan
Americas
EuropeAsia
Revenue fromcontracts withcustomers
Revenue from othersources
Net sales toexternal customers(Note)

2.

Toys and Hobby IP Production

Amusement

Total

Other

244,350
62,17355,715
18,906306,662
36,351
23,447
66,244

66,102——
197

83,651819
15,294
3,407

6,764
—
—
—

707,531
99,343
94,45788,756381,146

432,705

66,300103,172

6,764

990,089

—

—

—

—

—

—

381,146

432,705

66,300103,172

6,764

990,089

Net sales to external customers are based on the location of the Company or its consolidated
subsidiaries and are recorded by country or region.

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

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

122,742
99,007——
22,912
22,567

Contract liabilities are mainly related to the following and are reversed upon recognition ofrevenue:advances received as consideration paid by customers within content of the Digital
Business, which are recognized as revenue when the Group’s performance obligation issatisfied by the acquisition and use of such paid-for items by the customer;advances received for which, if there are elements not yet delivered to the customer, suchas additional free downloadable content in the Digital Business, the Company calculates
the estimated sale value by referencing the selling price of similar paid downloadable
content and recognizes revenue over the course of the customer’s average game-playing
period; andadvances received from customers before the transfer of goods and products in the Toysand Hobby Business.

77

The amount of revenue that was recognized in the current fiscal year that was included in thecontract liability balance at the beginning of the period is 21,239 million yen.
(2) Transaction Price Allocated to the Remaining Performance Obligations
As there were no material contracts with original expected terms of over one year, descriptions
in regard thereto are omitted for the sake of practical expediency.
X.

Notes Concerning Per-Share Data
1. Net assets per share¥987.58

2. Basic earnings per share¥136.88(Note) The Company conducted a share split with a ratio of three shares for every one share of common stock on April
1, 2023. Net assets per share and basic earnings per share were calculated assuming that the share split was
conducted at the beginning of this fiscal year.

XI. Notes Concerning Significant Subsequent Events(Share Split and Partial Amendments to the Articles of Incorporation in Conjunction with Share
Split)The Company conducted a share split and made partial amendments to its Articles of Incorporation
as of April 1, 2023 pursuant to the resolution at the meeting of the Board of Directors held on
February 7, 2023.
1. Purpose of share split
In accordance with the purpose of “Fun for All into the Future,” the Bandai Namco Group aims tofoster broad, deep, multifaceted connections with society and all stakeholders, such as IP fansaround the world, various business partners and Group employees. The Company aims to further
increase the liquidity of its shares and broaden its shareholder base in addition to connectingwith shareholders in an even broader manner by lowering the price per investment unit throughthis share split.
2. Overview of share split(1) Method of share split
The Company conducted a share split with a ratio of three shares for every one share ofcommon stock held by shareholders listed or recorded on the final shareholder register on
March 31, 2023, the record date.
(2) Number of shares increased by share split
Total number of issued shares before theshare split (including shares of treasury
stock):
Number of shares increased by the share
split (including shares of treasury stock):
Total number of issued shares after theshare split (including shares of treasury
stock):
Total number of shares authorized to beissued after the share split:

78

222,000,000 shares
444,000,000 shares
666,000,000 shares
2,500,000,000 shares(3) Timetable of share split
Date of public notice of record date:
Record date:
Effective date:

March 13, 2023
March 31, 2023
April 1, 2023

(4) Effect on per-share data
The effect of the share split on per-share data is stated in “X. Notes Concerning Per-Share Data.”
3. Partial amendments to the Articles of Incorporation in conjunction with share split(1) Reason for the amendments
As a result of this share split, pursuant to the provisions of Article 184, Paragraph 2 of theCompanies Act, the total number of shares authorized to be issued in Article 5 of theCompanyʼs Articles of Incorporation was amended effective April 1, 2023.
(2) Detail of the amendments
The amendments are as follows:
Before amendments(Total number of shares authorized to beissued)(Amendments shown by underlines.)
After amendments(Total number of shares authorized to beissued)Article 5

Article 5

The total number of shares authorized to
be issued by the Company shall be
1,000,000,000 shares.

The total number of shares authorized to
be issued by the Company shall be
2,500,000,000 shares.

(3) Timetable for the amendments to the Articles of Incorporation
Date of resolution of the Board of Directors:

February 7, 2023

Effective date of the amendments to the
Articles of Incorporation:

April 1, 2023

4. Other(1) Change in the amount of capital
There was no change to the Companyʼs capital as a result of the share split.
(2) Dividends
As the effective date for this share split was April 1, 2023, the year-end dividends for the fiscal
year ended March 31, 2023, the record date for which is March 31, 2023, are based on thenumber of shares before the share split.
There is no change to the Companyʼs basic policy for shareholder returns. The Company
continues to rank the return of profits to shareholders as one of its highest priorities in its
management. The Company aims to further strengthen the Groupʼs competitiveness and,while maintaining a sound financial status, to achieve regular distributions of dividends andimprovement in the Companyʼs corporate value. Specifically, the Company follows a basic
policy of providing a return to shareholders that targets a total return ratio of 50% or more
based on stable dividend payments of 2% of DOE (dividends on equity). Under this policy, theCompany strives to maintain long-term and stable dividends and be more aware of capital cost.

79Non-Consolidated Balance Sheet(As of March 31, 2023)
ASSETS
Current assets
Cash and time deposits
Trade receivables
Short-term loans receivable from subsidiaries andassociates
Current portion of long-term loans receivablefrom subsidiaries and associates
Accounts receivable-other
Income taxes receivable
Other current assets
Total current assets
Fixed assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
Tools, furniture and fixtures
Land
Construction in progress
Total property, plant and equipment
Intangible assets
Software
Other intangible assets
Total intangible assets
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Long-term loans receivable from subsidiaries andassociates
Other investments and assets
Total investments and other assets
Total fixed assets
TOTAL ASSETS

80(Millions of yen)Amount99,391
996
2,200
1,000
5,525
6,428
1,869
117,413

742
0
1
448
32,91429
34,136
1,049
97
1,147
118,088
252,142
6,000
10,762386,993422,277
539,691(Millions of yen)AmountLIABILITIESCurrent liabilities
Short-term borrowings from subsidiaries andassociates
Current portion of long-term borrowings
Accounts payable-otherAccrued income taxes
Provision for directorsʼ bonuses
Provision for stock-based compensation
Other provision
Other current liabilities
Total current liabilities
Long-term liabilities
Deferred tax liabilities
Accrued retirement and severance benefits
Guarantee deposits of subsidiaries and associates
Other long-term liabilities
Total long-term liabilities
TOTAL LIABILITIESNET ASSETSStockholdersʼ equity
Common stock
Capital surplus
Capital reserve
Other capital surplus
Total capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
General reserve
Retained earnings carried forward
Total retained earnings
Treasury stock
Total stockholdersʼ equity
Valuation difference and foreign currency translation
adjustments
Valuation difference on available-for-salesecurities, net of tax
Total valuation difference and foreign currencytranslation adjustments
TOTAL NET ASSETSTOTAL LIABILITIES AND NET ASSETS

81

122,284
10,000
3,555
3,299
199
151
2
1,110
140,60324,479
9
3,464
1,622
29,576
170,179

10,0002,500
173,033
175,533
1,645
122,702
10,000112,702124,347(2,053)
307,828

61,683
61,683
369,511539,691Non-Consolidated Statements of Operations(From April 1, 2022 to March 31, 2023)(Millions of yen)AmountOperating revenue
Dividends from subsidiaries andassociates
Business management income fromsubsidiaries and associates
Operating expenses
General and administrative expenses
Operating profit
Non-operating income
Dividend income
Rent income
Foreign exchange gains
Other non-operating income
Non-operating expenses
Interest expense
Expenses related to rental assets
Other non-operating expenses
Recurring profit
Extraordinary loss
Loss on transfer of fixed assets
Loss on disposal of fixed assets
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit31,637
9,622

41,2609,753
31,506

793
3,031
548
151
318
2,910
51

103
17
162
153

82

4,525

3,279
32,752120
32,631315
32,315

Non-Consolidated Statement of Changes in Net Assets (From April 1, 2022 to March 31, 2023)(Millions of yen)
Stockholdersʼ equity
Capital surplus
Commonstock

Retained earnings
Other retained earnings

Capitalreserve

Other
capitalsurplus

Total capitalsurplusLegalretainedearnings

2,500

172,710

175,210

1,645

Total
retainedearnings

Total
Treasurystockholdersʼ
stockequityGeneralreserve

Retainedearnings
carriedforward

10,000127,697

139,342

Cash dividends(47,310)(47,310)(47,310)

Profit32,31532,31532,315

Balance at beginning ofyear

10,000(2,091)

322,462

Changes during the period

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

323

323

(4)

42

365

–

–

323

323

–

–

(14,994)(14,994)37(14,633)

10,0002,500

173,033

175,533

1,645

10,000112,702124,347(2,053)

307,828

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

(4)

44,15944,159Total net assets

366,622

Changes during the period
Cash dividends(47,310)

Profit32,315Purchase of treasury
stock

(4)

Disposal of treasurystock
Net changes of items
other than stockholdersʼ
equityTotal changes during theperiod17,523

17,523

17,523

17,523

17,523

2,889

Balance at end of year

61,683

61,683

369,51136583

Notes to Non-Consolidated Financial Statements
All sums are shown in millions of yen and have been rounded down.
I. Notes Concerning Significant Accounting Policies
Valuation Basis and Methods for Assets:

1.

Valuation basis and methods for securities:(1) Shares of Subsidiaries and Affiliated Companies:
Stated using the cost method based on the moving average method.
(2)

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

Depreciation Methods for Fixed Assets:

2.

(1)

(2)

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

Basis of Recognition for Provision:

3.

(1)

Allowance for Doubtful Receivables:
The allowance for doubtful receivables is provided for possible losses on unrecoverable
loans receivable, etc. For particular receivables such as receivables from debtors at risk ofbankruptcy, etc., the amount of the allowance is based on individually estimatedunrecoverable amounts.

(2)

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

(3)

Provision for Stock-based Compensation:
The Company provides for expenses arising in stock remuneration to Officers based on theamount estimated to arise in this fiscal year.

84

(4)

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

4.

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

II. Notes to Changes in Accounting Policy(Application of Implementation Guidance on Accounting Standard for Fair Value Measurement)
The Company has applied the “Implementation Guidance on Accounting Standard for Fair Value
Measurement” (ASBJ Guidance No. 31, June 17, 2021; hereinafter the “Fair Value Measurement
Implementation Guidance”) from the beginning of this fiscal year, and, in accordance with thetransitional treatment provided for in paragraph 27-2 of the Fair Value Measurement
Implementation Guidance, it has decided to apply the new accounting policy set out thereinprospectively. There is no impact on the non-consolidated financial statements.
III. Notes to Changes in Method of Presentation(Non-Consolidated Statements of Operations)“Foreign exchange gains,” which had been included in “Other non-operating income” under“Non-operating income” up to the previous fiscal year, is stated separately due to its increasedmateriality in this fiscal year. The amount of “Foreign exchange gains” for the previous fiscal
year was 357 million yen.
“Loss on investments in capital of subsidiaries and associates” (the amount of which at the endof this fiscal year is 29 million yen), which had been stated separately up to the previous fiscal
year, is included in “Other non-operating expenses” under “Non-operating expenses” due to its
immateriality for this fiscal year.
IV. Notes to Non-Consolidated Balance Sheet
1.

Amount of Accumulated Depreciation of Property, Plant and Equipment:

2.

Guarantee Obligations¥5,999 million

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

¥49 million

85

3.

Monetary Claims and Obligations with respect to Affiliated Companies (excluding Amounts Given inSpecific Categories)
Short-term monetary claims on affiliated companies:
Short-term monetary obligations to affiliated companies:
Long-term monetary obligations to affiliated companies:¥6,522 million¥2,730 million¥1,141 million

V. Notes to Non-Consolidated Statements of Operations
Transactions with affiliated companies (excluding amounts given in specific categories)
Operating Transactions:
Commission fee¥4,338 million
Non-operating Transactions:Non-operating income¥3,015 million
Non-operating expenses¥293 million
VI. Notes to Non-Consolidated Statement of Changes in Net Assets
The total number and type of treasury stock as of the end of this fiscal year
Common stock
1,916,479 shares(Note) The Company conducted a share split with a ratio of three shares for every one share of common stock on April
1, 2023. The above represents the number of the shares before this share split.

VII. Notes Concerning Tax Effect Accounting
1.

2.

Main factors in the occurrence of deferred tax assets and deferred tax liabilities
The main factors in the occurrence of deferred tax assets are, among others, denial of loss on
valuation of shares of subsidiaries and associates and loss on valuation of investment securities,
and they were recorded net of valuation allowance. The main factor in the occurrence ofdeferred tax liabilities is valuation difference on available-for-sale securities, net of tax.
Accounting of corporate and local corporate income tax or tax effect accounting with respect
thereto
The Company has adopted the group tax sharing system from this fiscal year. In addition, theCompany has conducted, and makes disclosure regarding, accounting of corporate and local
corporate income tax or tax effect accounting with respect thereto in accordance with the“Practical Solution on the Accounting and Disclosure Under the Group Tax Sharing System”(ASBJ PITF No. 42, August 12, 2021).

86

VIII.Notes Concerning Transactions with Related Parties
1.

Subsidiaries and Affiliated Companies, etc.

Type

Company

Ratio ofvoting rights
ownership

Bandai Namco Holding
Subsidiary Holdings USA directlyInc.
100.0%(Millions of yen)

Relationshipwith relatedpartiesInterlocking
directorate

AmountAccount items

Balance asof March 31,
2023

Borrowings(Note 1)

5,472

Short-termborrowings fromsubsidiaries andassociates

13,576

Payment ofinterest

236

Other current
liabilities

231

21,171

Short-termborrowings fromsubsidiaries andassociates

24,582

Content

Borrowings(Note 1)
Bandai Namco Holding
Subsidiary Entertainment directlyInc.
100.0%

Subsidiary

BANDAI CO.,LTD.

Holding
directly
100.0%

Payment ofinterest
Interlocking
Collection
directorate
associated withconsolidated tax
payment
Payment ofcommissions(Note 2)
Borrowings
Interlocking (Note 1)
directorate
Payment ofinterest
Collection offunds (Note 3)

Bandai Namco Holding
Subsidiary Amusement
directlyInc.
100.0%

Subsidiary

Holding
Bandai Namcoindirectly
Studios Inc.
100.0%BANDAI
Subsidiary SPIRITS CO.,LTD.

Holding
directly
100.0%

6

Accounts
receivable-other

2,654

3,968

Accounts payableother

1,329

15,720

Short-termborrowings fromsubsidiaries andassociates

24,002

4

1,000

60

Borrowings(Note 1)

6,052

Payment ofinterest

1

Borrowings(Note 1)

6,693

Payment ofinterest

2

Borrowings(Note 1)21,065Interlocking Payment of
directorate interest
Collection
associated withconsolidated tax
payment

87

–

9,139

Receipt ofInterlocking
interest
directorate

–

–

6
6,306

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

–

1,000

6,000

4,378
–
3,124
–
34,460––Accounts
receivable-other

139

Type

Company

Ratio ofvoting rights
ownership

Bandai Namco Holding
Subsidiary Business Arc
directlyInc.
100.0%

Relationshipwith relatedpartiesContent

Payment ofInterlocking administrative
directorate services fees
(Note 4)

Amount859

Account items
Accounts payableother

Balance asof March 31,
2023
78

Conditions of transactions and policies for determining the conditions of transactions(Notes) 1. The borrowings are transactions made by the cash management system (CMS); the amountstated is the average balance during this fiscal year. To clearly disclose the actual conditionsof CMS transactions, the transaction net amount is shown. The interest rate on theseborrowings is, based on intra-Group regulations, determined reasonably, taking into
account market interest rates.
2. The commissions paid to Bandai Namco Entertainment Inc. are decided throughcooperative discussion with that company, giving consideration to the total cost pertaining
to the performed services and the like.
3. Interest rates on these loans of money are determined reasonably, giving consideration tomarket interest rates, conditions of transactions and the like.
4. The administrative services fees paid to Bandai Namco Business Arc Inc. are decided
through cooperative discussion with that company, giving consideration to the total cost
pertaining to the relevant services and the like.

88

2.

Officers and Major Individual Shareholders, etc.

Type

Name

Ratio ofvotingrightsownership

Relationshipwith relatedpartiesPresident andRepresentativ
e Director of
the Company

Officer

Masaru Kawaguchi

Ownership
directly
0.0%

Officer

Yuji Asako

Ownership
directly
0.0%

Director of theCompany

Officer

Nobuhiko Momoi

Ownership
directly
0.0%

Director of theCompany

Officer

Yasuo Miyakawa

Ownership
directly
0.0%

Director of theCompany

Officer

Kazuhiro Takenaka

Ownership
directly
0.0%

Director of theCompany

Officer

Makoto Asanuma

Ownership
directly
0.0%

Director of theCompany

Officer

Hiroshi Kawasaki

Ownership
directly
0.0%

Director of theCompany

Officer

Shuji Ohtsu

Ownership
directly
0.0%

Director of theCompany

89

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

Amount(Millions of yen)
Balance
as ofAccount
March 31,
items
2023

30

–

–

15

–

–

10

–

–

27

–

–

24

–

–

15

–

–

13

–

–

15

–

–

Type

Name

Ratio ofvotingrightsownership

Relationshipwith relatedparties

Officer

Mitsuaki Taguchi

Ownership
directly
0.0%

Director of theCompany(Note 2)

Officer

Satoshi Kono

Ownership
directly
0.0%

Director of theCompany(Note 2)

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

AmountAccount
items

Balance
as ofMarch 31,
2023

21

–

–

21

–

–

(Notes) 1. These items are due to contribution in kind of monetary compensation claims
accompanying the performance-based stock compensation plan. The disposal price oftreasury stock is determined based on the closing price of common stock of the Company
on the Tokyo Stock Exchange on June 17, 2022 (the business day immediately preceding thedate of the resolution at the Board of Directors Meeting).
2. Mr. Mitsuaki Taguchi and Mr. Satoshi Kono retired from office as Directors of the Company
on June 20, 2022, and the above-mentioned transactions are those during their terms ofoffice.
IX. Notes Concerning Per-Share Data
1.

Net assets per share:¥559.652.

Basic earnings per share:¥48.95(Note) The Company conducted a share split with a ratio of three shares for every one share of common stock on April 1,
2023. Net assets per share and basic earnings per share were calculated assuming that the share split was
conducted at the beginning of this fiscal year.

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

90Independent Auditorʼs Report
May 17, 2023
The Board of Directors
Bandai Namco Holdings Inc.
Tokyo Office, KPMG AZSA LLC
Naoki Matsumoto
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Mayuka Katsuki
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yasuko Kawamata
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

Audit Opinion
Pursuant to Article 444, paragraph (4) of the Companies Act, we have audited the consolidated
financial statements of Bandai Namco Holdings Inc., which comprise the consolidated balance
sheet, the consolidated statements of operations, the consolidated statement of changes in net
assets and the notes to the consolidated financial statements applicable to the fiscal year from
April 1, 2022 through March 31, 2023.
In our opinion, the consolidated financial statements referred to above present fairly, in allmaterial respects, the financial position and results of operations of the Group, which consistedof Bandai Namco Holdings Inc. and its consolidated subsidiaries, applicable to the fiscal year
ended March 31, 2023 in accordance with accounting principles generally accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan.
Our responsibilities under those standards are further described in the Auditorʼs
Responsibilities for the Audit of the Consolidated Financial Statements section of our report.
We are independent of the Company and its consolidated subsidiaries in accordance with the
ethical requirements that are relevant to our audit of the consolidated financial statements inJapan, and we have fulfilled our other ethical responsibilities in accordance with theserequirements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
Other Information
Other information is comprised of the business reports and the supplementary schedules
thereto. Management is responsible for the preparation and disclosure of such otherinformation. The Audit & Supervisory Committee is responsible for overseeing the Directorsʼ
performance of duties within the maintenance and operation of the reporting process of otherinformation.
Our audit opinion on the consolidated financial statements does not cover other information,
and we do not provide any opinion with respect thereto.
91

In connection with our audit of the consolidated financial statements, our responsibility is toread through other information and, in doing so, to consider whether such other information ismaterially inconsistent with the consolidated financial statements or any information we haveobtained in the course of auditing, and to pay attention to whether there are any indications ofmaterial misstatements in such other information other than the material inconsistencies
mentioned above.
If we conclude that there is a material misstatement with respect to such other information
based on the auditing we performed, we are required to report to that effect.
We have nothing to report in regard to other information.
Responsibilities of Management and the Audit & Supervisory Committee for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated
financial statements in accordance with accounting principles generally accepted in Japan; thisincludes the maintenance and operation of internal control deemed necessary by management
for the preparation and fair presentation of the consolidated financial statements that are freefrom material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing
whether it is appropriate to prepare the consolidated financial statements with the assumptionof a going concern, and in accordance with accounting principles generally accepted in Japan,
for disclosing, as necessary, matters related to going concern.
The Audit & Supervisory Committee is responsible for overseeing the Directorsʼ performance of
duties within the maintenance and operation of the financial reporting process.
Auditorʼs Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditorʼs report that expresses our opinion on the consolidated financial
statements based on our audit from an independent point of view. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the decisions of users of these consolidated financial
statements.
In accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit process to perform thefollowing:• Identify and assess the risks of material misstatement, whether due to fraud or error, anddesign and perform audit procedures responsive to those risks. Selecting audit procedures
to be applied is at the discretion of the auditor. Obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.
• When auditing the consolidated financial statements, obtain an understanding of internal
control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances in making risk assessments, but not for the purpose of expressing an opinion
on the effectiveness of the entityʼs internal control.
• Evaluate the appropriateness of accounting policies used by management and their methodof application, as well as the reasonableness of accounting estimates made by management
and the appropriateness of related notes thereto.
• Conclude on the appropriateness of preparing the consolidated financial statements withthe assumption of a going concern by management, and based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Groupʼs ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditorʼs report to the92notes to the consolidated financial statements or, if the notes to the consolidated financial
statements on material uncertainty are inadequate, to express a qualified opinion withexceptions on the consolidated financial statements. Our conclusions are based on the audit
evidence obtained up to the date of our auditorʼs report. However, future events orconditions may cause the Group to cease to continue as a going concern.
• Evaluate whether the presentation of the consolidated financial statements and notes to theconsolidated financial statements are in accordance with accounting standards generally
accepted in Japan, as well as evaluate the presentation, structure, and content of theconsolidated financial statements, including the related notes thereto, and whether the
consolidated financial statements fairly present the underlying transactions and accounting
events.
• Obtain sufficient and appropriate audit evidence regarding the financial information of theCompany and its consolidated subsidiaries to express an opinion on the consolidated
financial statements. We are responsible for the direction, supervision and performance of
the audit of the consolidated financial statements. We remain solely responsible for our
audit opinion.
We report to the Audit & Supervisory Committee regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit process, and other mattersrequired by auditing standards.
We also provide the Audit & Supervisory Committee with a statement that we have compliedwith relevant ethical requirements in Japan regarding independence, and communicate withthem all relationships and other matters that may reasonably be deemed to bear on our
independence, and where applicable, related safeguards in order to eliminate or reduce
obstruction factors.
Conflicts of Interest
We or engagement partners have no interests in the Company and its consolidated subsidiaries,
which should be stated in compliance with the Certified Public Accountants Act.
Notes to the Reader of Independent Auditorʼs Report:
The Independent Auditorʼs Report herein is the English translation of the Independent AuditorʼsReport as required by the Companies Act.

93

Independent Auditorʼs Report
May 17, 2023
The Board of Directors
Bandai Namco Holdings Inc.
Tokyo Office, KPMG AZSA LLC
Naoki Matsumoto
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Mayuka Katsuki
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yasuko Kawamata
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

Audit Opinion
Pursuant to Article 436, paragraph (2), item (i) of the Companies Act, we have audited thefinancial statements of Bandai Namco Holdings Inc., which comprise the non-consolidatedbalance sheet, the non-consolidated statements of operations, the non-consolidated
statement of changes in net assets, the notes to the non-consolidated financial statements andthe supplementary schedules (the “Financial Statements and Others”) applicable to the 18th
fiscal year from April 1, 2022 through March 31, 2023.
In our opinion, the Financial Statements and Others referred to above present fairly, in allmaterial respects, the financial position and results of operations of the Company applicableto the fiscal year ended March 31, 2023 in accordance with accounting principles generally
accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan.
Our responsibilities under those standards are further described in the Auditorʼs
Responsibilities for the Audit of the Financial Statements and Others section of our report. We
are independent of the Company in accordance with the ethical requirements that are relevant
to our audit of the Financial Statements and Others in Japan, and we have fulfilled our otherethical responsibilities in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
Other information is comprised of the business reports and the supplementary schedules
thereto. Management is responsible for the preparation and disclosure of such otherinformation. The Audit & Supervisory Committee is responsible for overseeing the Directorsʼ
performance of duties within the maintenance and operation of the reporting process of otherinformation.
94

Our audit opinion on the Financial Statements and Others does not cover other information,
and we do not provide any opinion with respect thereto.
In connection with our audit of the Financial Statements and Others, our responsibility is toread through other information and, in doing so, to consider whether such other information ismaterially inconsistent with the Financial Statements and Others or any information we haveobtained in the course of auditing, and to pay attention to whether there are any indications ofmaterial misstatements in such other information other than the material inconsistencies
mentioned above.
If we conclude that there is a material misstatement with respect to such other information
based on the auditing we performed, we are required to report to that effect.
We have nothing to report in regard to other information.
Responsibilities of Management and the Audit & Supervisory Committee for the Financial
Statements and Others
Management is responsible for the preparation and fair presentation of the Financial
Statements and Others in accordance with accounting principles generally accepted in Japan;
this includes the maintenance and operation of internal control deemed necessary bymanagement for the preparation and fair presentation of the Financial Statements and Others
that are free from material misstatement, whether due to fraud or error.
In preparing the Financial Statements and Others, management is responsible for assessing
whether it is appropriate to prepare the Financial Statements and Others with the assumptionof a going concern, and in accordance with accounting principles generally accepted in Japan,
for disclosing, as necessary, matters related to going concern.
The Audit & Supervisory Committee is responsible for overseeing the Directorsʼ performance of
duties within the maintenance and operation of the financial reporting process.
Auditorʼs Responsibilities for the Audit of the Financial Statements and Others
Our responsibilities are to obtain reasonable assurance about whether the Financial
Statements and Others as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditorʼs report that expresses our opinion on the Financial Statements
and Others based on our audit from an independent point of view. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the decisions of users of these Financial Statements andOthers.
In accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit process to perform thefollowing:• Identify and assess the risks of material misstatement, whether due to fraud or error, anddesign and perform audit procedures responsive to those risks. Selecting audit procedures
to be applied is at the discretion of the auditor. Obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.
• When auditing the Financial Statements and Others, obtain an understanding of internal
control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances in making risk assessments, but not for the purpose of expressing an opinion
on the effectiveness of the entityʼs internal control.
• Evaluate the appropriateness of accounting policies used by management and their methodof application, as well as the reasonableness of accounting estimates made by management
and the appropriateness of related notes thereto.
• Conclude on the appropriateness of preparing the Financial Statements and Others with theassumption of a going concern by management, and based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast95

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

96

Audit & Supervisory Committeeʼs Report
Audit Report
We, the Audit & Supervisory Committee, have audited the execution of duties by Directors during
the 18th fiscal year from April 1, 2022 to March 31, 2023. We hereby report on the method and resultsof the audit as follows:

1. Method and Content of Audits
With respect to the resolutions of the Board of Directors on the matters listed in Article 399-13,
Paragraph 1, Items (i)(b) and (i)(c) of the Companies Act and the systems established based onsuch resolutions (internal control systems), the Audit & Supervisory Committee received
periodic reports from Directors and employees, etc. regarding the establishment and operation
status of those systems, obtained explanations thereof as necessary, expressed opinions, andconducted audits using the following methods:(i) We attended the meetings of the Board of Directors and other significant meetings,
received reports on the execution of duties from Directors and employees, etc., obtained
explanations thereof as necessary, viewed documents concerning important decisions,and investigated the conditions of operations and assets of the Company in accordancewith the Audit & Supervisory Committee auditing standards, etc. set out by the Committee,
following the audit policies, audit plan, assignment of duties, and other relevant matters,
and cooperating with the Internal Audit Division. Regarding the Companyʼs subsidiaries,
we communicated and shared information with the Directors and the Audit & Supervisory
Board Members, etc. of the subsidiaries, and received reports on their business asnecessary from them.
(ii) We further examined the content of the basic policy described in the Business Reportconcerning what and how a person or entity controlling decisions on the financial andbusiness policies of the Company should be, based on the meetings of the Board of
Directors and other discussions.
(iii) 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 the proper execution of duties” (as per Article 131 of the Corporate
Accounting Rules) was organized in accordance with “Quality Control Standards for
Auditing” (October 28, 2005, Business Accounting Council), and requested explanations asnecessary.
Using the aforementioned methods, we examined the Business Report and the supplementaryschedules, non-consolidated financial statements (non-consolidated balance sheet, nonconsolidated statements of operations, non-consolidated statement of changes in net assets, andnotes thereto), their supplementary statements and consolidated financial statements (consolidatedbalance sheet, consolidated statements of operations, consolidated statement of changes in net
assets, and notes thereto) for this fiscal year under review.

972. Results of the Audit(1) Audit Results of business reports, etc.
(i) We confirm that the business reports and its supplementary statements fairly
represent the condition of the Company and are in conformity with the applicablelaws and regulations and the Articles of Incorporation of the Company.
(ii) We confirm that, with respect to the execution of duties by Directors, there are no
fraudulent acts, or material facts that violate applicable laws and regulations or the
Articles of Incorporation.
(iii) We confirm that the decisions made by the Board of Directors with regard to internal
control systems are proper. We recognize that there is nothing to be cited withrespect to the description of those internal control systems in the business reports
and the execution of duties by Directors.
(iv) We confirm that there is nothing to be cited in respect of the basic policy describedin the business reports concerning what and how a person or entity controlling
decisions on the financial and business policies of the Company should be. We
confirm that actions (Article 118, Item 3-(b) of the Enforcement Ordinance of theCompanies Act) described in the business reports are in accordance with this basic
policy and that these actions do not damage our Groupʼs value and shareholdersʼ
common interest, nor serve to maintain the position of the directors of the Company.
(2) Audit Result of non-consolidated financial statements and their supplementarystatements.
We confirm that the methods and the results of the audit by KPMG AZSA LLC, the
Accounting Auditor of the Company, are appropriate.
(3) Audit Result of consolidated financial statements
We confirm that the methods and the results of the audit by KPMG AZSA LLC, the
Accounting Auditor of the Company, are appropriate.
May 18, 2023
Audit & Supervisory Committee
Bandai Namco Holdings Inc.
Full Time Audit & Supervisory
Committee Member
Full Time Audit & Supervisory
Committee Member
Audit & Supervisory Committee
MemberAudit & Supervisory Committee
MemberMasataka Nagaike(Seal)

Toru Shinoda(Seal)

Satoko Kuwabara(Seal)

Takayuki Komiya(Seal)(Note) 1. Audit & Supervisory Committee Members Toru Shinoda, Satoko Kuwabara, and Takayuki
Komiya are Outside Directors that are provided for in Article 2, Item 15 and Article 331,
Paragraph 6 of the Companies Act.
(Note) 2. While the Company has transitioned to a company with an audit & supervisory committee
from a company with an audit & supervisory board pursuant to the resolution at theSeventeenth Ordinary General Meeting of Shareholders of the Company held on June 20, 2022,
the results of audits regarding the status of the Company from April 1, 2022 to June 20, 2022
are based on those handed over from the former Audit & Supervisory Board of the Company.

END

98