[English Translation of Convocation Notice Originally Issued in the Japanese Language]【Note】This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.
The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities Code: 6460
June 3, 2020
Haruki Satomi
President (Representative Director)
SEGA SAMMY HOLDINGS INC.
Sumitomo Fudosan Osaki Garden Tower,
1-1-1 Nishi-Shinagawa, Shinagawa-ku,
Tokyo, Japan
Dear Shareholders:

Notice of the 16th Ordinary General Meeting of
Shareholders to be held on June 24, 2020
We inform you that the 16th Ordinary General Meeting of Shareholders of SEGA SAMMY HOLDINGS INC.
(the “Company”) will be held at the Head Office of SEGA SAMMY Group (LIGHTHOUSE Hall, 11F, GRAND
HARBOR, Sumitomo Fudosan Osaki Garden Tower, 1-1-1 Nishi-Shinagawa, Shinagawa-ku, Tokyo, Japan) on
Wednesday, June 24, 2020 at 10:00 a.m. for the purposes listed below.
You are cordially requested to avoid attending the meeting as much as possible this year to prevent the spreadof the novel coronavirus disease (COVID-19) and to exercise your voting rights by either mail (in writing) or via
the Internet. Therefore, please review the attached Reference Documents for General Meeting of Shareholders,and kindly exercise your voting rights before 6:00 p.m., Japan Standard Time, on Tuesday, June 23, 2020.
Details of the Meeting
1. Date and time:

Wednesday, June 24, 2020 at 10:00 a.m. (Reception commences at 9:00 a.m.)

2. Venue:

LIGHTHOUSE Hall, 11F, GRAND HARBOR,
Head Office of SEGA SAMMY Group
Sumitomo Fudosan Osaki Garden Tower,
1-1-1 Nishi-Shinagawa, Shinagawa-ku, Tokyo, 141-0033, Japan

3. Agenda:
Matters to be reported:

1. The Business Report and the Consolidated Financial Statements for the 16th
fiscal year (from April 1, 2019 to March 31, 2020) and results of audits by
the Independent Auditor and the Audit & Supervisory Board on theConsolidated Financial Statements
2. Non-Consolidated Financial Statements for the 16th fiscal year (from April
1, 2019 to March 31, 2020)

Matters to be resolved:
Proposal 1: To elect eight (8) Directors
Proposal 2: To elect one (1) Substitute Audit & Supervisory Board Member* If you attend the meeting in person, please submit the enclosed voting form at the reception desk at the meeting location on the
day of the meeting.
* Please note that persons other than shareholders of the Company such as a proxy and an accompanying person cannot attend themeeting.
* Should any change need to be made to the Reference Documents for General Meeting of Shareholders, Business Report or
Consolidated/Non-Consolidated Financial Statements, such changes shall be posted on the website of the Company.
* For voting results, an extraordinary report shall be posted on the website of the Company in place of the Notice of Resolutions.
Information in English will be posted on our English website.
* We will take appropriate measures to prevent COVID-19 according to the circumstance on the day of the meeting. Should any
significant change need to be made to the operation of the meeting in response to circumstances, such changes shall be posted

1[English Translation of Convocation Notice Originally Issued in the Japanese Language]
on the website of the Company. Please check the updated information on our English website.
(https://www.segasammy.co.jp/english/ir/stock/meeting/).
There will be no gifts or convivial party for attending shareholders. We thank you for your understanding.

2

[English Translation of Convocation Notice Originally Issued in the Japanese Language]

Information on Disclosure on the Internet
The Company’s website: https://www.segasammy.co.jp/english/ir/stock/meeting/Pursuant to the provisions of laws and regulations and the Articles of Incorporation, the following matters areposted on the website of the Company and not attached to this document.
 Company’s Share Subscription Rights, Independent Auditors, and Outline of Resolutions Regarding
Preparation of Internal Control System and so forth to Ensure Appropriate Business Execution in theBusiness Report Consolidated Statement of Changes in Net Assets and Notes to Consolidated Financial Statements in theConsolidated Financial Statements section
 Non-Consolidated Statement of Changes in Net Assets and Notes to Non-Consolidated Financial
Statements in the Non-Consolidated Financial Statements section* The Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Independent
Auditor and the Audit & Supervisory Board include the above documents posted on the website of the Company.

Information on Method of Receiving Convocation Notice
You may request the receipt of the convocation notice, shareholder information and other documents for future
General Meetings of Shareholders by email if your email address is registered with the Company. (Please notethat mobile phone email addresses are not accepted.)
If you wish to receive the above documents by email, please access the voting website designated by theCompany (https://evote.tr.mufg.jp/) from a PC or smartphone, log on using the “logon ID” and “temporary
password” printed on the enclosed voting form and follow the on-screen instructions from the “Receipt by email”
screen (Japanese language only).
The statutory convocation notice and other documents to be sent by email to the registered addresses (including
the notice that such documents have been posted on the website designated by the Company) are as shown
below. The convocation notice will be sent by email by the Shareholder Registry Administrator.
(1) Convocation Notice of Ordinary General Meeting of Shareholders: Date and time, venue, agenda,
Reference Documents for General Meeting of Shareholders, and attached documents (including Business
Report).
(2) Convocation Notice of Extraordinary Meeting of Shareholders: Date and time, venue, agenda andReference Documents for General Meeting of Shareholders* Please note that if you carry out the procedures a certain period after the General Meeting of Shareholders record date (the fiscal
year end in the case of an Ordinary General Meeting of Shareholders and a date separately determined by the Board of Directors
in the case of an Extraordinary Meeting of Shareholders), your email address may not be reflected in the recipient list of the
convocation notice.

3

[English Translation of Convocation Notice Originally Issued in the Japanese Language]

Information on Exercise of Voting Rights
We recognize that the shareholders’ voting right to be exercised in the General Meeting of Shareholders
is an important right for our shareholders.
Please review the attached Reference Documents for General Meeting of Shareholders, and we respectfully
request that you exercise your voting rights.
The following three methods are available for exercising your voting rights.
Attending the meeting in person
Exercise of your voting rights on-site at the meeting
Please submit the enclosed voting form at the reception desk of the venue.
Date and time of the meeting: Wednesday, June 24, 2020 at 10:00 a.m.
Not attending the meeting in person
Exercise of your voting rights in writing
Please indicate “for” or “against” the proposals on the enclosed voting form and return it by mail to theCompany.
Deadline: Tuesday, June 23, 2020, 6:00 p.m. (time of receipt)
Exercise of your voting rights via the Internet
Please enter “for” or “against” the proposals following the instructions on the voting website on the pages
5-6.
Deadline: Tuesday, June 23, 2020 by 6:00 p.m.
Guidelines on filling out the voting form
Please indicate “for” or “against” for each of the proposals in the voting form.
Proposal 1- To approve all nominees, circle “賛” mark.
- To disapprove all nominees, circle “否” mark.
- To disapprove part of nominees, circle “賛” mark and enter the number of nominees whom you are against.
Proposal 2- To approve, circle “賛” mark.
- To disapprove,” circle “否” mark.

Notice regarding prevention of COVID-19
You are cordially requested to avoid attending the meeting in person this year to prevent the spread of
COVID-19 and to exercise your voting rights by either in writing or via the Internet.

4

[English Translation of Convocation Notice Originally Issued in the Japanese Language]

Information on Exercise of Voting Rights via the Internet etc.
Please read the following when you exercise your voting rights via the Internet.
Deadline for Exercise of Voting Rights: Tuesday, June 23, 2020 by 6:00 p.m.
By scanning the QR code
Scan the “QR code for login” and you can log on to the voting website without entering the “voting rights
exercise code” and “temporary password.”*Voting right using the following method can be exercised only once.
1. Scan the QR code.
Use your smartphone and scan the “QR code for login” printed on the right-hand side of the enclosed voting
form slip.
2. Select the option of exercise of voting rights.
The screen displays available options for exercise of voting rights. Select your preferred option for exercise
of voting rights.
3. Select “for” or “against” each proposal.
Follow the on-screen instructions and select “for” or “against” each proposal.
Follow the on-screen instructions to complete your exercise of voting rights.
For login for the second time onward
Please follow the instructions on the next page.

By entering the “voting rights exercise code” and “temporary password”
1. Access the voting website.
Voting website
https://evote.tr.mufg.jp/
Click “Proceed.”
2. Enter the “voting rights exercise code” and “temporary password” printed on the right-hand side ofthe enclosed voting form slip.
Click “Login.”
3. Fill in the fields “New Password” and “New Password (for confirmation).”Click “Send.”
Follow the on-line instructions and enter “for” or “against.”

5

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
Notes on use****

When any shareholder exercises voting rights both by voting form and via the Internet, only the Internet
vote will be deemed as valid.
When any shareholder exercises voting rights more than once via the Internet, only the last vote will bedeemed as valid.
You may be unable to use the voting website depending on your Internet configuration, your subscription
service, or the device you use.
Please note that any costs incurred in accessing the designated voting website, such as internet connection
fees and communication charges, shall be borne by the shareholder.

For inquiries concerning the online voting system:
Helpdesk
Securities Agency Division, Mitsubishi UFJ Trust and Banking Corporation
Toll-free line : 0120-173-027 (Domestic [Japan] call only)
Hours : 9:00 a.m. - 9:00 p.m.

6

[English Translation of Convocation Notice Originally Issued in the Japanese Language]

Reference Documents for General Meeting of Shareholders
Proposals and reference information
Proposal 1: To elect eight (8) Directors
The terms of office of all ten (10) Directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, we are seeking to elect eight (8) Directors, decreasing the number of Directors by
two (2) in order to enhance efficiency in the management structure.
The nominees for Directors are as described below. Policy and procedures for selection of such nominees aredescribed in page 17.
NomineeNo.
1Hajime Satomi
Male (78)Haruki Satomi
Male (41)[Reappointment]

3

Naoya Tsurumi
Male (62)[Reappointment]

4

Koichi Fukazawa
Male (54)[Reappointment]

5

Hideo Yoshizawa
Male (55)[Reappointment]

6

Takeshi Natsuno
Male (55)2

Position andResponsibilities
at the Company
Chairman and Group CEO(Representative Director)
President and Group COO(Representative Director)
in charge of Executive
Secretariat Division, Group
Executive Office, Public
Relations Office, Group
Licensing Division andInternal Control Division
Senior Executive Vice
President (Director of theBoard)
in charge of Resort Business
Division
Executive Vice President
and Group CFO (Director of
the Board)in charge of Finance &Accounting Division, IT
Solutions Division,
Investment Management
Department and Japan
Integrated Resort Business
Department
Senior Vice President(Director of the Board)in charge of General Affairs& Personnel Division, Legal& Intellectual Property
Division and CSR & SDGs
OfficeManaging Director of Legal& Intellectual Property
Division
Director of the Board(External)

Name
Gender (age)[Reappointment][Reappointment]
External Director
Independent Director
7
Kohei Katsukawa [Reappointment]
Director of the Board
Male (69)External Director(External)
Independent Director
8
Melanie Brock[Reappointment]
Director of the Board
Female (56)External Director(External)
Note: The age of each nominee is as of the conclusion of this meeting.
7

Attendance atBoard of Directors’
meetings
100% (12/12)
100% (12/12)

100% (12/12)

100% (12/12)

100% (10/10)

100% (12/12)
92% (11/12)
100% (10/10)

[English Translation of Convocation Notice Originally Issued in the Japanese Language]

NomineeNo.

Name(Date of Birth)

Brief Career Profile, Position and Responsibilities at the Company, and Important Concurrent
Duties outside the Company
Mar.
1980 President (Representative Director) of Sammy Industry Co., Ltd. (nowSammy Corporation)
Feb.
2004 Chairman of the Board (Representative Director) of SEGACORPORATION
May
2004 Chairman of JAMMA (JAPAN AMUSEMENT MACHINERY[Reappointment]
MANUFACTURERS ASSOCIATION) (now Japan Amusement Industry
Association) (current position)
Jun.
2004 Chairman and CEO (Representative Director) of Sammy Corporation
Hajime SatomiJun.
2004 Chairman and CEO (Representative Director) of SEGA CORPORATION(January 16, 1942)
Oct.
2004 Chairman ,President and CEO (Representative Director) of the Company
Age 78Gender: MaleJun.
2007 President, CEO and COO (Representative Director) of SEGACORPORATION
May
2008 Chairman and CEO (Representative Director) of the above
Number of theApr.
2012 Chairman of the Board of Sammy Corporation
Company’s shares
1
May
2013 Chairman and CEO (Representative Director) of the above
owned:
Apr.
2015 Chairman and CEO (Representative Director) of SEGA Holdings Co., Ltd.
7,833,638 shares(now SEGA GROUP CORPORATION)
2015 Advisor to NDK (current position)
No. of years served as Jun.
Director:
Jun.
2016 Chairman, President, CEO and COO (Representative Director) of the
15 yearsCompany
Apr.
2017 Chairman and CEO (Representative Director) of the Company
Attendance at Board
Apr.
2017 Chairman of the Board (Representative Director) of Sammy Corporationof Directors’(current position)
meetings:
Apr.
2017
Honorary Chairman of the Board of SEGA Holdings Co., Ltd. (now SEGA
100% (12/12)
GROUP CORPORATION) (current position)
Apr.
2018 Chairman and Group CEO (Representative Director) of the Company(current position)
Apr.
2018 Senior Advisor (Director of the Board) of PHOENIX RESORT CO., LTD.
(current position)[Important concurrent duties outside the Company]
Chairman of the Board (Representative Director) of Sammy Corporation, Honorary Chairman of the Board of SEGA GROUPCORPORATION, Senior Advisor (Director of the Board) of PHOENIX RESORT CO., LTD, Chairman of Japan Amusement
Industry Association and Advisor to NDK[Reason for nomination as candidate for Director]
Mr. Hajime Satomi has demonstrated leadership over many years as the CEO of the Company and Group companies andcontributed to the development of the Group.
We seek appointment of Mr. Hajime Satomi as Director as we expect he will continue to benefit the decision making of theCompany’s Board of Directors with such wealth of experience, career record and hard-earned insight, and contribute toimproving the corporate value of the Company.
Note: The Company conducts transactions relating to intermediary services for insurance, etc. with FSC Co., Ltd., of which Mr.
Hajime Satomi and Mr. Haruki Satomi own a majority of voting rights.

8

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
NomineeNo.

Name(Date of Birth)

Brief Career Profile, Position and Responsibilities at the Company, and Important Concurrent
Duties outside the Company
Mar.
2004 Joined Sammy CorporationJan.
2005 Joined SEGA CORPORATION
Jun.
2012 Senior Vice President (Director of the Board) of the Company[Reappointment]Jun.
2012 Senior Vice President (Director of the Board) of SEGA CORPORATION
Apr.
2014 Senior Vice President (Director of the Board) of Sammy Corporation
Nov.
2014
Deputy COO (Representative Director) of SEGA CORPORATION
Haruki Satomi
Apr.
2015 Deputy COO (Representative Director) of SEGA Holdings Co., Ltd. (nowSEGA GROUP CORPORATION)(January 11, 1979)
Age 41
Nov.
2015 Deputy COO (Representative Director) of Sammy Corporation
Gender: Male
Apr.
2016 President and COO (Representative Director) of the aboveApr.
2016 Chairman of the Board (Representative Director) of Sammy Networks Co.,
Ltd. (current position)
Number of theJun.
2016 Executive Vice President (Director of the Board) of the Company
2Company’s shares
owned:
Apr.
2017 President and COO (Representative Director) of the Company
3,723,161 shares
Apr.
2017 President and CEO (Representative Director) of Sammy Corporation(current position)
No. of years served as
Apr.
2017 Chairman and CEO (Representative Director) of SEGA Holdings Co., Ltd.
Director:(now SEGA GROUP CORPORATION)
8 years
Apr.
2017 Chairman and CEO (Representative Director) of SEGA Games Co., Ltd.
(now SEGA CORPORATION) (current position)
Attendance at Boardof Directors’
Apr.
2018 President and Group COO (Representative Director) of the Company(current position)
meetings:
100% (12/12)
Apr.
2018 Chairman of the Board of PHOENIX RESORT CO., LTD. (current
position)
President
and CEO (Representative Director) of SEGA GROUP
Apr.
2020
CORPORATION (current position)[Important concurrent duties outside the Company]
President and CEO (Representative Director) of Sammy Corporation, President and CEO (Representative Director) of SEGAGROUP CORPORATION, Chairman and CEO (Representative Director) of SEGA CORPORATION, Chairman of the Board(Representative Director) of Sammy Networks Co., Ltd. and Chairman of the Board of PHOENIX RESORT CO., LTD.
[Reason for nomination as candidate for Director]
Mr. Haruki Satomi has served as a corporate manager of the Company and Group companies and contributed to theimprovement of corporate earnings. He currently serves as President and COO (Representative Director) of the Company anddemonstrates leadership as a Chief Operating Officer of the Group.
We seek appointment of Mr. Haruki Satomi as Director as we expect he will continue to benefit the decision making of theCompany’s Board of Directors with such experience, career record and leadership, and contribute to improving the corporate
value of the Company.
Note: The Company conducts transactions relating to intermediary services for insurance, etc. with FSC Co., Ltd., of which Mr.
Hajime Satomi and Mr. Haruki Satomi own a majority of voting rights.

9[English Translation of Convocation Notice Originally Issued in the Japanese Language]
NomineeNo.

Name(Date of Birth)

Brief Career Profile, Position and Responsibilities at the Company, and Important Concurrent
Duties outside the Company
Mar.
1992
JoinedSEGAEnterprises, Ltd. (now SEGA CORPORATION)[Reappointment]
Oct.
2006 Chairman, SEGA of America, Inc.
May
2008 Senior Vice President (Director of the Board) of SEGA CORPORATION
Naoya Tsurumi Jun. 2009 Executive Vice President (Director of the Board) of the above(February 8, 1958)
Apr.
2012 President and COO (Representative Director) of the above
Age 62Jun.
2012
Senior Vice President (Director of the Board) of the Company
Gender: MaleJun.
2012 CEO and President, SEGA Holdings Europe Ltd.
Apr.
2014 Senior Executive Vice President (Representative Director) of the Company
Number of theApr.
2014 Vice Chairman of the Board of SEGA CORPORATION
Company’s sharesJun.
2014 Vice Chairman of the Board of PHOENIX RESORT CO., LTD. (current
3
owned:
position)
12,100 shares
Apr.
2015 Vice Chairman of the Board of SEGA Holdings Co., Ltd. (now SEGAGROUP CORPORATION)
No. of years served as
Jun.
2015
Chairman of the Board of Sega Sammy Golf Entertainment Inc. (current
Director:position)
8 yearsJun.
2016 Senior Executive Vice President (Director of the Board) of the Company
Attendance at Board(current position)of Directors’Jan.
2017 Chairman and Director of CA Sega Joypolis Ltd. (current position)
meetings:
Jul.
2017 Senior Executive Vice President of PARADISE SEGASAMMY Co., Ltd.
100% (12/12)(current position)[Important concurrent duties outside the Company]
Senior Executive Vice President of PARADISE SEGASAMMY Co., Ltd., Vice Chairman of the Board of PHOENIX RESORT
CO., LTD., Chairman of the Board of Sega Sammy Golf Entertainment Inc. and Chairman and Director of CA Sega Joypolis
Ltd.

[Reason for nomination as candidate for Director]
Mr. Naoya Tsurumi has been engaged in the Resort Business, one of the main focuses of the Company, and promoting theIntegrated Resort Business overseas with his wealth of experience as a corporate manager of the Company and Group
companies.
We seek appointment of Mr. Naoya Tsurumi as Director as we expect he will continue to benefit the decision making of theCompany’s Board of Directors with such experience and career record, and contribute to improving the corporate value of theCompany.
Note: There is no special interest between the Company and Mr. Naoya Tsurumi.

10[English Translation of Convocation Notice Originally Issued in the Japanese Language]
NomineeNo.

Name(Date of Birth)

Brief Career Profile, Position and Responsibilities at the Company, and Important Concurrent
Duties outside the Company
Apr.
1990 Joined The Sanwa Bank, Limited (now MUFG Bank, Ltd.)Jul.
2003 Joined Sammy Corporation
Aug. 2003 Vice President, Executive Officer and Managing Director of President’s[Reappointment]
Office of the above
Oct.
2004 Vice President, Executive Officer and Managing Director of President’s
Office of the Company
Koichi Fukazawa Oct. 2004 Vice President, Executive Officer and Managing Director of Chairman’s(November 2, 1965)
Office and President’s Office of SEGA CORPORATION
Age 54
Jun.
2005
Senior Vice President (Director of the Board) and Managing Director of
Gender: Male
Chairman’s Office and President’s Office of the aboveJan.
2007 President (Representative Director) of SEGA SAMMY ASSETMANAGEMENT INC. (now MARZA ANIMATION PLANET INC.）
Number of theCompany’s sharesAug. 2007 Senior Executive Officer and in charge of the4
owned:
Corporate Strategy and External Affairs of the Company
43,200 sharesMay
2008 Senior Vice President (Director of the Board) and Managing Director of
New Business Division of SEGA CORPORATION
No. of years served as Apr.
2009 Officer of KEIZAI DOYUKAI (Japan Association of Corporate
Director:
Executives) (current position)
5 yearsJun.
2009 President (Representative Director) of SEGASAMMY VISUALENTERTAINMENT INC. (now MARZA ANIMATION PLANET INC.)
Attendance at Board
Apr.
2014 Senior Executive Vice President (Representative Director) of SEGA TOYS
of Directors’CO., LTD.
meetings:
Jun.
2015 Senior Vice President (Director of the Board) of the Company
100% (12/12)
Jun.
2016 Executive Vice President and CFO (Director of the Board) of the Company
Apr.
2018 Executive Vice President and Group CFO (Director of the Board) of theCompany (current position)[Important concurrent duties outside the Company]
Officer of KEIZAI DOYUKAI (Japan Association of Corporate Executives)[Reason for nomination as candidate for Director]
Mr. Koichi Fukazawa has served as a corporate manager of the Group companies in various fields including corporate planning,
administration and new businesses. He currently serves as CFO of the Group and promotes the Integrated Resort Business inJapan.
We seek appointment of Mr. Koichi Fukazawa as Director as we expect he will continue to benefit the decision making of theCompany’s Board of Directors with such wealth of experience and career record, and contribute to improving the corporate
value of the Company.
Note: There is no special interest between the Company and Mr. Koichi Fukazawa.

11

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
NomineeNo.

Name(Date of Birth)

Brief Career Profile, Position and Responsibilities at the Company, and Important Concurrent
Duties outside the Company
Apr.
1987 Joined Japan Leasing Corporation (now Sumitomo Mitsui Finance andLeasing Co., Ltd.)
Jun.
1999 Manager of Financial Planning Department of the aboveJul.
2001 Joined Sammy CorporationJun.
2002 Vice President, Executive Officer and Deputy Managing Director of[Reappointment]
President Office of the aboveJun.
2004 Senior Vice President (Director of the Board) and Managing Director of
Administration Division of the above
Hideo Yoshizawa Oct. 2004 Senior Vice President (Director of the Board) and Managing Director of(August 27, 1964)
Corporate Division and President Office of the above
Age 55
Aug.
2007
Vice President, Senior Executive Officer of the Company
Gender: MaleMar.
2012 Senior Vice President (Director of the Board) of PHOENIX RESORT CO.,LTD.
Number of theApr.
2015 President (Representative Director) of TAIYO ELEC Co., Ltd.
Company’s shares
Apr.
2016 Senior Vice President (Director of the Board) of SEGA Holdings Co., Ltd.
5
owned:(now SEGA GROUP CORPORATION)
20,000 sharesJun.
2016 Senior Vice President (Director of the Board) and Managing Director of
Corporate Division of the above
No. of years served as
Jun.
2016
Senior Vice President (Director of the Board) of SEGA
Director:
ENTERTAINMENT CO., LTD. (current position)
1 yearJun.
2016 Auditor of Sega Amusements Taiwan Ltd.
Apr.
2017 Executive Vice President (Director of the Board) and Managing Director
Attendance at Boardof Corporate Division of SEGA Holdings Co., Ltd. (now SEGA GROUP
of Directors’
CORPORATION) (current position)
meetings:
100% (10/10)
Jun.
2017 Audit & Supervisory Board Member of SEGA Games Co., Ltd. (nowSEGA CORPORATION) (current position)Oct.
2018 Vice President, Senior Executive Officer and Managing Director of Legal
Division of the Company
Jun.
2019 Senior Vice President (Director of the Board) of the Company (current
position)[Important concurrent duties outside the Company]
Executive Vice President (Director of the Board) of SEGA GROUP CORPORATION, Audit & Supervisory Board Member of
SEGA CORPORATION and Senior Vice President (Director of the Board) of SEGA ENTERTAINMENT CO., LTD.
[Reason for nomination as candidate for Director]
Mr. Hideo Yoshizawa has served as a corporate manager of the Company’s and the Group’s pachinko and pachislot machines
business, entertainment contents business, and resort business companies, and has extensive knowledge and a wealth ofexperience in the Company’s core business.
We seek appointment of Mr. Hideo Yoshizawa as Director as we expect he will benefit the decision making of the Company’s
Board of Directors with such knowledge and experience, and contribute to improving the corporate value of the Company.
Note: There is no special interest between the Company and Mr. Hideo Yoshizawa.

12[English Translation of Convocation Notice Originally Issued in the Japanese Language]
NomineeNo.

Name
Brief Career Profile, Position and Responsibilities at the Company, and Important Concurrent(Date of Birth)
Duties outside the Company[Reappointment]
Apr.
1988 Joined TOKYO GAS Co., Ltd.
[Nominee for
Sep.
1997 Joined NTT Mobile Communications Network, Inc. (now NTT
External Director]
DOCOMO, Inc.)[Independent Director] Jun.
2005 Executive Officer and General Manager of Multimedia Services

Takeshi Natsuno(March 17, 1965)
Age 55
Gender: Male

6

Number of theCompany’s shares
owned:
2,000 shares
No. of years served as
Director:
12 years

May

2008

Jun.
Jun.
Jun.
Jun.
Sep.
Dec.

2008
2008
2008
2009
2009
2010

Aug.
Jun.

2016
2018

Oct.
Feb.

2018
2019

Department of the above
Guest Professor, Graduate School of Media and Governance of Keio
University (current position)
Director of the Board (External) of the Company (current position)
Outside Director of transcosmos inc. (current position)
Director of NTT Resonant Inc. (current position)
Outside Director of DLE, Inc.
Outside Director of GREE, Inc. (current position)
Outside Director of U-NEXT Co., Ltd. (now USEN-NEXT HOLDINGS
Co., Ltd.) (current position)
Outside Director of Oracle Corporation Japan (current position)
Chairman and Representative Director of MOVIE WALKER Co., Ltd.
(current position)
Director of BOOK WALKER Co., Ltd. (current position)
President and Representative Director of DWANGO Co., Ltd. (current
position)
Director, Member of the Board of KADOKAWA DWANGOCORPORATION (now KADOKAWA CORPORATION) (current position)

Attendance at Boardof Directors’
Jun.
2019
meetings:
100% (12/12)[Important concurrent duties outside the Company]
Director, Member of the Board of KADOKAWA CORPORATION, President and Representative Director of DWANGO Co.,
Ltd., Chairman and Representative Director of MOVIE WALKER Co., Ltd., Director of BOOK WALKER Co., Ltd., Outside
Director of transcosmos inc., Director of NTT Resonant Inc., Outside Director of GREE, Inc., Outside Director of USEN-NEXT
HOLDINGS Co., Ltd., Outside Director of Oracle Corporation Japan, and Guest Professor, Graduate School of Media andGovernance of Keio University[Reason for nomination as candidate for External Director]
We seek appointment of Mr. Takeshi Natsuno as External Director as we deem that he will continue to provide valuable
opinions and suggestions on the management of the Company based on his wealth of experience as a corporate manager andsophisticated technical knowledge related to the information communication field.

Notes: 1. There is no special interest between the Company and Mr. Takeshi Natsuno.
2. Mr. Takeshi Natsuno is an External Director-nominee, and the Company has notified the Tokyo Stock Exchange(hereinafter referred to as TSE) of his inauguration as independent director under the regulations of TSE. The
Independence Criteria for independent Directors and Audit & Supervisory Board Members of the Company is listed
in page 17.
3. The Company has concluded a liability agreement with Mr. Takeshi Natsuno that limits his liability to the minimum
liability amount stipulated in laws and regulations. If the reelection of Mr. Takeshi Natsuno is approved, the Company
plans to continue the said limited liability agreement.
4. Mr. Takeshi Natsuno has formerly served as External Director of the Company’s subsidiary SEGA Networks Co., Ltd.
(now SEGA CORPORATION).
5. DLE Inc., a stock company at which Mr. Takeshi Natsuno assumed the position of Outside Director until September
2019, was designated as Security on Alert by TSE in December 2018 for its improper accounting from the third quarterof the fiscal year ended June 30, 2014 to the fiscal year ended June 30, 2018, during which he was in office, andsubsequently was charged with a monetary fine by the Financial Services Agency in April 2019. Afterwards, DLE Inc.
improved its internal management system, etc., and accordingly the designation of Security on Alert was cancelled by
TSE in February 2020. While Mr. Natsuno was not privy to the violation until its discovery, he gave appropriate advice
from a legal compliance perspective when called upon. Once Mr. Natsuno became aware of the issue at hand, he madeall necessary efforts to prevent the recurrence of the incident, including giving his opinion on DLE Inc.’s undertakings
regarding the same.

13

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
NomineeNo.

Name
Brief Career Profile, Position and Responsibilities at the Company, and Important Concurrent(Date of Birth)
Duties outside the Company[Reappointment]
Apr.
1974 Joined Sumitomo Bank (now Sumitomo Mitsui Banking Corporation)[Nominee forApr.
2001 Executive Officer, Head of Osaka Corporate Banking Division II ofExternal Director]
Sumitomo Mitsui Banking Corporation[Independent Director] Apr.
2005 Managing Executive Officer, Deputy Head of Whole sale Banking Unit (inKohei Katsukawa(January 8, 1951)
Age 69Gender: Male

7

Number of theCompany’s shares
owned:
-

Jun.

2007

Jul.
Apr.
Dec.

2010
2014
2014

Jun.
Jun.
Jun.
Mar.

2016
2016
2016
2017

charge of East Japan) of the above
Executive Vice President and Representative Director of NIF SMBC
Ventures Co., Ltd. (now SMBC Venture Capital Co., Ltd.)
President and Representative Director of SMBC Venture Capital Co., Ltd.
President and Representative Director of GINSEN Co., Ltd.
Outside Director of Kyoto University Innovation Capital Co., Ltd. (current
position)
Director of the Board (External) of the Company (current position)
Special Advisor of GINSEN Co., Ltd. (current position)
Outside Director of ELECOM CO., LTD. (current position)
Director of DX ANTENNA CO., LTD. (current position)

No. of years served as
Director:
4 years
Attendance at Boardof Directors’
meetings:
92% (11/12)[Important concurrent duties outside the Company]
Outside Director of Kyoto University Innovation Capital Co., Ltd., Special Advisor of GINSEN Co., Ltd., Outside Director of
ELECOM CO., LTD. and Director of DX ANTENNA CO., LTD.
[Reason for nomination as candidate for External Director]
We seek appointment of Mr. Kohei Katsukawa as External Director as we deem that he will continue to provide valuable
opinions and suggestions on the management of the Company based on his wealth of experience and broad-ranging insight
related to finance which he gained over many years in financial institutions.
Notes: 1. There is no special interest between the Company and Mr. Kohei Katsukawa.
2. Mr. Kohei Katsukawa is an External Director-nominee, and the Company has notified the Tokyo Stock Exchange (TSE)of his inauguration as independent director under the regulations of TSE. The Independence Criteria for independent
Directors and Audit & Supervisory Board Members of the Company is listed in page 17.
3. The Company has concluded a liability agreement with Mr. Kohei Katsukawa that limits his liability to the minimum
liability amount stipulated in laws and regulations. If the reelection of Mr. Kohei Katsukawa is approved, the Company
plans to continue the said limited liability agreement.

14

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
NomineeNo.

Name(Date of Birth)[Reappointment][Nominee forExternal Director]

Brief Career Profile, Position and Responsibilities at the Company, and Important Concurrent
Duties outside the Company
Nov.
1987 Earned Bachelor of School of Humanities at The University of Western
Australia
Nov.
1990 Earned Master of Arts in Japanese, Conference Interpreting andTranslation at The University of Queensland
Mar.
2003 CEO of AGENDA (now Melanie Brock Advisory Ltd.) (current position)
Melanie Brock
Mar.
2010 Board Member of Australia-Japan Foundation(April 10, 1964)
Apr.
2010 Board Member of Australia Japan Business Co-operation Committee
Age 56(current position)
Gender: Female
Apr.
2010 Chair of Australian and New Zealand Chamber of Commerce in Japan
Oct.
2010 Regional Manager - Japan of Meat & Livestock Australia
Number of theDec.
2012 Chair of Australian Business Asia
8
Company’s shares
Nov.
2016 Chair Emeritus of Australian and New Zealand Chamber of Commerce inowned:
Japan (current position)
Jun.
2019 Director of the Board (External) of the Company (current position)
2019 Board Member of Australia-Japan Research Center (AJRC) (current
No. of years served as Jul.
position)
Director:
1 yearOct.
2019 Global Ambassador of Advance, an initiative supported by AustralianGovernment funding (current position)
Attendance at Boardof Directors’
meetings:
100% (10/10)[Important concurrent duties outside the Company]
CEO of Melanie Brock Advisory Ltd., Board Member of Australia Japan Business Co-operation Committee, Chair Emeritus ofAustralian and New Zealand Chamber of Commerce in Japan, Board Member of Australia-Japan Research Center (AJRC) andGlobal Ambassador of Advance, an initiative supported by Australian Government funding[Reason for nomination as candidate for External Director]
We seek appointment of Ms. Melanie Brock as External Director as we expect she will contribute to strengthening of theCompany’s corporate governance system and management decision making based on her ideas and values by bringing diversity
to the Board of Directors as the Company’s first female and foreign Director. Moreover, we deem that, based on her extensive
experience and career record as an international business leader, she will provide valuable advice on how best to achieve our aimof developing into a world-class entertainment group.
Notes: 1. Ms. Melanie Brock serves as the Representative Director of Melanie Brock Advisory Ltd. with which the Company
had transactions from August 2018 to April 2019, but the amount of such transactions was less than 10 million yen.
2. The Company deems that Ms. Melanie Brock does not infringe on the independence standards for independent directors,
stipulated by the Tokyo Stock Exchange (TSE) and that she is qualified as an independent director. However, since shefell under (a)-(1) of the Independence Criteria of the Company listed in page 17 of this Notice within the past five years,
the Company has not notified TSE of her as independent director stipulated by TSE. There is no special interest between
the Company and Ms. Melanie Brock.
3. The Company has concluded a liability agreement with Ms. Melanie Brock that limits her liability to the minimum
liability amount stipulated in laws and regulations. If the reelection of Ms. Melanie Brock is approved, the Company
plans to continue the said limited liability agreement.

15

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
Proposal 2: To elect one (1) Substitute Audit & Supervisory Board Member
We are seeking to elect one (1) Substitute Audit & Supervisory Board Member (External), in preparation forthe case where the number of Audit & Supervisory Board Members (External) becomes less than the number
prescribed by the laws and regulations.
We have obtained the consent of the Audit & Supervisory Board with respect to the submission of this
proposal.
The nominee for Substitute Audit & Supervisory Board Member (External) is as described below. Policy andprocedures for selection of the nominee are described in page 17.
Name(Date of Birth)[Nominee for Substitute External
Audit & Supervisory Board
Member][Independent Director]

Kazuaki Inaoka(November 29, 1955)
Age 64
Gender: Male

Brief Career Profile, Position at the Company, and Important Concurrent Duties outside theCompanyApr.
1978 Joined NIPPON LIFE INSURANCE COMPANY
Mar.
1999 Manager of Investment Research Office, Equity Investment Department of
the aboveMay
2000 Manager of Investment Research Department of Nissay AssetManagement Corporation
Mar.
2003 General Manager of 8th Corporate Relations Management Department of
NIPPON LIFE INSURANCE COMPANY
Mar.
2005 Director of NISSAY CAPITAL CO., LTD.
Jun.
2007 Corporate Auditor of The Master Trust Bank of Japan, Ltd.
Jun.
2012 Director, Division Manager of Securities Lending & Transition
Management Division of the aboveJun.
2018 Standing Audit & Supervisory Board Member of Sammy Corporation(current position)

Number of the Company’s shares
owned:[Important concurrent duties outside the Company]
Standing Audit & Supervisory Board Member of Sammy Corporation[Reason for nomination as candidate for Substitute Audit & Supervisory Board Member (External)]
We seek appointment of Mr. Kazuaki Inaoka as Substitute Audit & Supervisory Board Member (External) as we deem that hewill be able to oversee Directors’ performance of duties from an objective and fair standpoint based on his many years ofexperience working at financial institutions and deep insight about finance and accounting.
Notes: 1. The age of the nominee is as of the conclusion of this meeting.
2. There is no special interest between the Company and Mr. Kazuaki Inaoka.
3. Mr. Kazuaki Inaoka is an Audit & Supervisory Board Member of the Company’s specified business partner, Sammy
Corporation.
4. If Mr. Kazuaki Inaoka assumes the position as Audit & Supervisory Board Member (External), the Company will notify
the Tokyo Stock Exchange (TSE) of his inauguration as independent director under the regulations of TSE.
5. If Mr. Kazuaki Inaoka assumes the position as Audit & Supervisory Board Member (External), the Company plans toconclude a liability agreement with him that limits his liability to the minimum liability amount stipulated in laws andregulations.

16

[English Translation of Convocation Notice Originally Issued in the Japanese Language][Reference]
Policy and procedures for selection of Director and Auditor-nominees
It is our basic policy that the Company selects Director and Auditor-nominees based on consideration of their personalities, insights,
abilities, experience, etc., in a comprehensive manner. The Independent Advisory Committee comprising of Independent External
Directors and Independent External Audit & Supervisory Board Members shall examine the draft of Director and Auditornominees presented by the President (Representative Director), hold interviews with such nominees, and report the result of
evaluation to the President (Representative Director) as its opinion. The President (Representative Director) shall determine the
Director and Auditor-nominees based on the evaluation result in accordance with the above policy, and the Board of Directors
shall review and approve it. The same shall apply to a case where the Independent Advisory Committee makes recommendationof Director and Auditor-nominees to the President (Representative Director).
The Independence Criteria
The “independence” criteria regarding Independent External Directors and Audit & Supervisory Board Members of the Company
have been prepared, on the assumption that provisions stipulated in the Companies Act and the Tokyo Stock Exchange arecomplied with, to set forth further strict rules. The Board of Directors shall select a person who meets the said criteria and who is
expected to contribute to honest, active and constructive discussion at the Board of Directors. Outline of the rules regarding theindependence is as follows.
(a) The Independence Criteria is based on qualifications for Outside Directors and Corporate Auditors as stipulated in the
Companies Act, and the independence standards stipulated by the Tokyo Stock Exchange, and wording of “major,” “ a large
amount of,” etc., are defined by the guideline developed by referring to published models of selection criteria for independent
officers. The followings are its summaries.
* A person shall not fall under any of the items below in order to be Independent External Director or Independent External
Audit & Supervisory Board Member of the Company.
（1） A party whose major business partner is the Group or an executive person thereof
The “major” in this item is defined as that such party received payment from the Group in the amount equivalent to
2% of the total consolidated net sales of the said party or more for the most recent fiscal year.
（2） A party who is a major business partner of the Company or an executive person thereof
The “major” in this item is defined as that the Company received payment from such party in the amount equivalent
to 2% of the total consolidated net sales of the Company or more for the most recent fiscal year.
（3） A major shareholder who holds 10 % or more of the total shares issued and outstanding of the Company or an executive
person thereof（4） A party of which the Group holds 10% or more of the total shares issued and outstanding or an executive person thereof（5） The said External Director or Audit & Supervisory Board Member who has received, directly from the Group,compensation as legal professional, accounting or taxation specialist, or consultant for an average of 10 million yen or
more annually (excluding compensation paid for the position as Director or Audit & Supervisory Board Member of theCompany) for the last three years.
（6） The amount of donation by the Group to non-profit organization for which the said External Director or Audit &Supervisory Board Member serves as an executive person was 10 million yen or more for the most recent fiscal year.
（7） A party who has fallen under any of the above 6 items in the past five years（8） The said External Director or Audit & Supervisory Board Member whose spouse, relative within the second degree, or
relative living together falls under any items from 1 to the preceding item, or serves as Executive Director, Executive
Officer, Manager, or employee in an important position at the GroupThe “important” in this item is defined as being in a position of manager level or above.
(b) With regard to minor criteria concerning attribute information to be stated in the Independent Director and Audit andSupervisory Board Member Designation Form, the Company deems “less than 100 million yen” as minor for “transactions,”
and “less than 10 million yen” for “donation,” for the most recent fiscal year, and for the period starting from the beginning
date of the current fiscal year to the submission date of the most recent designation form.

17

[English Translation of Convocation Notice Originally Issued in the Japanese Language]

Business Report(From April 1, 2019 To March 31, 2020)
I Outline of the Group’s Business1. The Current Business Development and Results of Operations
With regard to the pachislot and pachinko industry, while the rate of machines that have been verified tobe compatible through prototype testing, which was conducted by the Security Communications
Association (Hotsukyo), remained low, the launch of machines that conform to the regulatory revision isprogressing. The expectations for market revitalization are rising, with reviewed voluntary regulations of
Nihon Dendo-shiki Yugiki Kyodo Kumiai (Nichidenkyo), a union of pachislot machine manufacturers, andNihon Yugiki Kogyo Kumiai (Nikkoso), a union for pachinko machine manufacturers related to pachislot
machines, and with a greater range of gameplay available through pachinko machine development, due inpart to changes to the criteria for interpretation of technological standards related to pachinko machines.
Regarding the environment of the entertainment contents business, in the digital game software field, thestrong competitive environment for mobile game continues, especially in Japan. With regard to the
packaged game software field, in the market for hardware of home video game consoles, the game softwaresales market is expanding, mainly in overseas due to the growing penetration of current-generation video
game console hardware. In addition, the expectations are rising for expanding overseas download sales andrevenue opportunities from new business models with the launch of new platforms and services. As for themarket for amusement centers and amusement machines, prizes still occupy a central position of the facility
operations, but the number of visitors is decreasing due to the spread of the novel coronavirus disease(COVID-19).
In the resort industry, the foreign visitors to Japan which made a record 31,880 thousand in 2019, was in
an increasing trend with numbers reaching record highs, while the hotel occupancy rate was also in an
upward trend. However, there are also concerns that the number of foreign visitors to Japan which reacheda record-high, may decline in 2020 due to the impact from the spread of COVID-19 and travel restrictions
imposed by each country. In addition, the enforcement order, etc. pertaining to the "Act on the
Establishment of Specified Integrated Resort Areas" have been sequentially enforced from April 2019,
including the establishment of the Japan Casino Regulatory Commission in January 2020, initiatives toenter the domestic integrated resort business are progressing.
With regard to the impact from the spread of COVID-19 on the current fiscal year, despite evidence of
the amusement center operations field in the entertainment contents business, and the resort business wereaffected in March by a significant decrease in the number of visitors due to requests for people to stayhome, voluntary avoidance of travel, and other factors, the impact on overall business activities was
minimal. However, due to concerns over uncertainties associated with the spread of COVID-19, carefulconsideration of the recoverability of deferred tax assets resulted in a decrease in deferred tax assets.
In this business environment, net sales for the fiscal year ended March 31, 2020 amounted to ¥366,594
million, (an increase of 10.5% from the previous fiscal year). The Group posted an operating income of¥27,643 million (an increase of 111.3% from the previous fiscal year), ordinary income of ¥25,296 million(an increase of 237.5% from the previous fiscal year) and profit attributable to owners of parent of ¥13,775
million (an increase of 421.3% from the previous fiscal year).

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[English Translation of Convocation Notice Originally Issued in the Japanese Language]
Result of each segment is as follows
Net sales in each segment here do not include Inter-segment sales between segments.
《Pachislot and Pachinko Machines》
In the pachislot machine business, the Group has launched including mainstay titles "Pachislot Hokuto
No Ken Tenshou" leading to overall sales of 123 thousand units (Overall sales of pachislot machines were
67 thousand units for the same period in the previous fiscal year). In the pachinko machine business, theGroup has launched including "P Hokuto No Ken 8 Haou", leading to sales of 104 thousand units, (Overallsales of pachinko machines were 159 thousand units in the previous fiscal year).
As a result, net sales in this segment were ¥108,364 million (an increase of 6.8% from the previous fiscal
year) and operating income was ¥24,929 million (an increase of 84.8% from the previous fiscal year).
《Entertainment Contents》
In the digital game software field, the Group recorded transient sales such as title transfers and offering
titles. Also sales of existing titles in operation have been performing solidly. Besides, expenses
substantially decreased due to the impairment loss on fixed assets recorded in the previous fiscal year.
In the packaged game software field, the Group sold repeat titles steadily though expenses increased,
partly as the result of the amortization of development expenses due to multiple releases of "Total War:
THREE KINGDOMS", "Mario & Sonic at the Olympic Games Tokyo 2020" etc. As a result, sales
amounted to 26,760 thousand copies (23,440 thousand copies in the previous fiscal year).
In the amusement machine field, the Group implemented sales with a focus on prize game machines etc.,
but sales remained sluggish, partly due to the poor performance of video games.
In the amusement center operations field, the Group operated with a focus on prizes, however, like-forlike growth in sales were 97.7% compared with the previous fiscal year, due to a slump in the numbers ofguests and visitors due to the impact from the consumption tax hike, multiple typhoons, and the spread of
COVID-19 in March.
In the animated film and toy field, the Group recorded allocated revenue of movies, video distribution
sales, and sales of new and mainstay toy products.
As a result, net sales in this segment were ¥247,749 million (an increase of 12.8% from the previous
fiscal year) and operating income was ¥14,874 million (an increase of 50.9% from the previous fiscal year).
《Resort》
In the resort business, at "Phoenix Seagaia Resort", though measures including accommodation packages
focusing on the Kyushu region, and the 25th anniversary commemorative project implemented, a sharp
drop was seen in the number of customers in March owing to the spread of COVID-19, and the number ofguests only increased 3.3% from the previous fiscal year. In addition, expenses for participating in thedomestic integrated resort increased.
As a result, net sales in this segment were ¥10,478 million (a decrease of 1.0% for the previous fiscal
year) and operating loss was ¥3,667 million (operating loss of ¥2,412 million for the previous fiscal year).
Overseas, PARADISE SEGASAMMY Co., Ltd. (affiliate accounted for using the equity method) is
operating South Korea’s first integrated resort “PARADISE CITY” has attracted many guests, primarily
Japanese VIPs, owing to the effects of promotional activities targeting the Japanese market. We endeavoredto accumulate development and operational know-how for participating in the domestic integrated resort
business through these facilities.

19

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
2. Issues to be Addressed
In the pachislot and pachinko industry, amidst the significant reforms in the regulation environment andmarket environment, while the number of pachinko parlors is on a declining trend, the trend of larger
pachinko parlors is progressing and the number of machines in each parlor is increasing. On the other hand,the conformance rate of pachislot machines verified to be compatible through prototype testing conductedby the Security Communications Association (Hotsukyo) remained low, and the introduction of bothpachislot and pachinko machines compliant with amended regulations continues to be sluggish. Under
these circumstances, in the Pachislot and Pachinko Machines Business, it is necessary for the Group to
develop and supply products with innovative gameplay that meet market needs and comply withregulations to maintain and expand market share. In addition, the need to improve profitability byincreasing efficiency in areas such as development and by reducing costs through such means as the reuseof pachislot and pachinko machine parts is considered as a management issue.
Regarding the environment of the Entertainment Contents Business, in the field of digital game software,
the competitive environment is further intensifying, as titles that capitalize on powerful IPs (Intellectual
Properties), in addition to being high-quality products, take up the top spots in sales rankings, especiallyin Japan. With regard to the packaged game software market, the game software sales market is expanding,especially overseas, in conjunction with the growing penetration of current-generation video game console
hardware. In addition, in the PC games market, game distribution platforms such as Steam are expanding.
Furthermore, expectations are growing for profit opportunities based on a new business model due to theemergence of new platforms and services, along with other factors. Under these circumstances, in theEntertainment Contents Business, concentrating management resources in the fields of packaged gamesoftware and online games which are expected to expand significantly in conjunction with the growth ofdiverse game distribution platforms, and further enhancing IP development for a wide range of regions,devices and platforms, is considered a management issue.
With regards to the Resort Business, through the development and operation of resort facilities in Japan
as well as integrated resorts overseas, while preparing for a full-fledged integrated resort business in the
future, it is an important management issue of the Group to accumulate expertise.
In addition, based on the idea of providing “moving experiences” through entertainment full of originality,
while fully recognizing its position as a member of global society and engaging in communication with its
various stakeholders, as a “good corporate citizen” the Group answers the ethical and public service
expectations from society and works to provide value that contributes to the sustainable development ofsociety. In addition, the Group has identified the following five important issues from the standpoint of
ESG (Environment, Social, Governance) and the Sustainable Development Goals (SDGs), and is working
to put them into practice throughout the entire Group.
・Improving job satisfaction and diversity, and eliminating inequality
・Response to the issue of addiction
・Reducing environmental burden, responding to environmental conservation activities
・Response to super-aging society with declining birthrates
・Corporate governance
Based on the theme of continuously creating and providing “moving experiences” as called for in theGroup’s mission, we aim to improve corporate value by simultaneously creating economic value and social
value.

20

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
The currently anticipated risks for each business in conjunction with the spread of COVID-19 are as
follows. In such an environment, the Group will continue to engage in business operations with the highest
priority placed on ensuring the safety of all customers, business partners, and employees.
[Impacts from the spread of COVID-19]
Segment

Sub-segment

Elements

Details

Development

Part of the development schedule has been delayed, and there is apossibility that it will impact the future business if suspension ofoperation and work from home continue in the future.
Components have been secured for titles that have already beenannounced.

Production

Pachislot andPachinko
Machines

Sales

As for the future, we need to carefully observe the operation status of
in-house and partner plants.
Even for titles that have already been announced, launch and delivery
timings have not been determined, and if suspension of operation inpachinko halls continue, there is a possibility that the schedule will
be delayed and etc.
Due to a temporary decline in the number of reception slots forreservation of prototype testing at Security Communications
Association and may cause for the delay in obtaining the approval.

Other

Suspension of operation in pachinko halls expanded nationwide. If
the requests for suspension of pachinko hall continue to be issued, it
may lead to a decline in the purchasing power of the machines forpachinko hall operators.

Development

The development environment for employees working from home isbeing developed, but the development schedule is becoming delayed.

Operations

Some events and updates have been delayed due to development
delays.

Development

The development environment for employees working from home isbeing developed, but the development efficiency has begun to decline
and there is concern about the impact on external development
partners. If the current situation is prolonged, there may be the delay
in development schedule.

Digital Games

PackagedGames

Growth is seen mainly in overseas download sales.

Entertainment
Contents

Sales

Amusement
Machine Sales

If this situation prolongs, it could result in delays to sales schedules,
including for new titles.

Development

Delays in the development schedule have begun to occur due tofactors such as a decline in development efficiency due to work fromhome and the inability to conduct location testing.

Production

There are some concerns about the supply of components.

Sales

Suspension of shipments of machines have begun due to closure offacilities.
There are concerns about a decline in orders and a decline in revenue
from billing due to the drop of facility utilization.

21

[English Translation of Convocation Notice Originally Issued in the Japanese Language]

Segment

Sub-segment

Elements

Details
From March 3 to 24, suspended operations of 9 facilities for kids andVR section
From April 8, temporary closure of stores in areas where self-restraint
on going outside is issued

Amusement
CenterOperations

Facility
operations

From April 17, temporary closure of stores nationwide
From May 8, stores in some areas resumed operations
Even after the removal of the emergency declaration, there areconcerns that the operation of facilities will be worsen and the ability
to attract customers will decline.

Planning anddevelopment,
Production

Entertainment
Contents
Animation

Sales

There is the possibility of delays in animation production, planningand development schedules if work from home period is prolonged.
Potential delay in recording of distribution revenues due to the delaysof movie release.
There are concerns about an increase in the number of broadcast
viewers and an excess supply of contents in the market..

Development

There is the possibility of delays in development schedule.

Production

There are some concerns about procurement of materials.

Toys
Sales

The volume of orders is declining due to the shortening of operation
time and the closures of the shops.
If the current situation is prolonged, there may be the delay in launchschedule.
Since March, limiting the operation format in some facilities, butthere have been cancellations of reservations for accommodations,banquets, golfs, etc., and the number of visitors is declining.

Phoenix
Seagaia Resort

Facility
Operations

From May 7, start the temporary closure of all resort facilities for thetime being (Resumed the operation of limited facilities from May 11)
Demand for accommodations and banquets, etc. and hotel utilization
rate may decline due to the restriction on traveling nationwide andoverseas even after the removal of the emergency declaration.
Casino section: From March 24 to April 20, closure of the operation;from AM 6:00 in April 20, operation resumed

ResortPARADISE
CITY

Facility
operations

Some facilities other than casino section- CIMER (spa):
From March 2 to May 1: suspension of the operation;
From May 2, operation resumed- WONDERBOX (theme park):
From March 2 to May 1: suspension of the operation;
From May 2, operation resumed- CHROMA (club):
From March 2 suspension of operation;
Resumption timing not yet determined
As it is a casino exclusively for foreigners, there are concerns thatdemand will decrease due to the worldwide policy of self-restraint
and/or prohibition on going out and restrictions to foreign visitors
entering South Korea.

22

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
3. Fund Procurement, etc.
(1) Fund Procurement
The Company concluded commitment line contract with financial institutions covering ¥60,000 million
aimed at securing medium- to long-term capital liquidity and otherwise providing a Group wide safety
net. The contract amount has increased by ¥5,000 million in the fiscal year ended March 31, 2020.
Regarding fund procurement for the fiscal year ended March 31, 2020, the Company procured ¥25,000
million by borrowings from financial institutions, for the purpose of securing medium- to long-termworking capital.
For effective use of the Group funds, the Group is operating the Cash Management System (CMS)
involving twenty-two Group companies including the Company, Sammy Corporation and SEGA
Holdings Co., Ltd. etc.
(2) Capital Expenditures
The Group’s capital expenditures, including capital expenditures related with the relocation of theheadquarters, totaled ¥22,896 million, including ¥3,495 million in the pachislot and pachinko machines
business, ¥18,216 million in the entertainment contents business and ¥265 million in the resort business.
(3) Business Transfers, Absorption-type Demergers, and Incorporation-type Demergers
There is no applicable material information for the fiscal year ended March 31, 2020.
(4) Business Transfer from Other Companies
There is no applicable material information for the fiscal year ended March 31, 2020.
(5) Succession of Rights and Obligations Related to Businesses of Other Corporations, etc., throughAbsorption-type Mergers or Demergers
There is no applicable material information for the fiscal year ended March 31, 2020.
(6) Acquisition or Disposition of Stocks and Other Interests or Share Subscription Rights, etc., of Other
Companies
SEGA Games Co., Ltd., a consolidated subsidiary of the Company, acquired all shares of Two PointStudios Ltd. as of May 8, 2019 and included in the scope of consolidation.
4. Assets and Profits and Losses for the Previous Fiscal Years
Fiscal YearItem
Net sales(¥ million)
Ordinary income (¥ million)
Profit attributableto owners of(¥ million)
parent
Net income per
(¥)
share
Total assets(¥ million)
Net assets(¥ million)

FY2017FY2018From April 1, 2016 From April 1, 2017
To March 31 2017 To March 31 2018

FY2019From April 1, 2018
To March 31 2019

FY2020From April 1, 2019
To March 31 2020

366,939
28,542

323,664
14,578331,6487,495

366,594
25,296

27,607

8,930

2,642

13,775117.79

38.10

11.27

58.65

521,599
473,467
464,654458,268
311,497
310,456
305,337
296,858
Notes: 1. Figures shown in millions of yen have been rounded down to the nearest million.
2. Net income per share is calculated based on the average number of shares outstanding during
the period.

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[English Translation of Convocation Notice Originally Issued in the Japanese Language]
5. Major Business Segments
The business segments of the SEGA SAMMY Group are Pachislot and Pachinko Machines Business,
Entertainment Contents Business and Resort Business. The primary business activities are as follows.
Segment
Pachislot and Pachinko
Machines Business

Main Business
Development, manufacture and sales of pachislot and pachinko machines

Entertainment Contents
Business

Development and sales of digital game software serving as the main axisof segments, development and sales of packaged game software andamusement machines, development and operation of amusement centers,planning, production and sales of animated films, development,
manufacture and sales of toys

Resort Business

Development and operation of hotels and golf courses, etc. in the
integrated resorts business and other facilities businesses

6. Major Business Locations of the Group(1) The Company: SEGA SAMMY HOLDINGS INC.
Head Office (Shinagawa-ward, Tokyo)(2) Office of the main subsidiaries① Sammy Corporation
Head Office (Shinagawa-ward, Tokyo)
Kawagoe Factory (Kawagoe, Saitama)
Branches (8 Branches)② SEGA Holdings Co., Ltd.
Head Office (Shinagawa-ward, Tokyo)③ SEGA Games Co., Ltd.
Head Office (Shinagawa-ward, Tokyo)④ SEGA ENTERTAINMENT Co., Ltd.
Amusement Center Operating Locations: (192 locations)(3) Employees of the Group
Number of employees (change from end of previous year) 8,798 (805 increase)
Note: The number of employees includes full-time staff and staff on loan, but not temporary employees.

24[English Translation of Convocation Notice Originally Issued in the Japanese Language]
7. Material Parent Company and Subsidiaries(1) Relationships with parent company
There is no pertinent matter.
(2) Relationships with subsidiaries
CapitalPercentage
ratio ofissuedsharesSammy Corporation¥18,221 million

100.0%Development/manufacture/sales ofpachislot and pachinko machines

SEGA Holdings Co., Ltd.

¥44,092 million

100.0％

Management of SEGA Group and allbusinesses appertaining thereto

RODEO Co., Ltd.

¥100 million

100.0%(Note 1)Development/manufacture/sales ofpachislot machines

TAIYO ELEC Co., Ltd.

¥100 million

100.0%(Note 1)Development/manufacture/sales ofpachislot and pachinko machines

SEGA Games Co., Ltd.

¥100 million

100.0％(Note 1)

Planning/development/sales of gamerelated content for mobiles, PCs, smart
devices and home video game platforms

SEGA Interactive Co., Ltd.

¥100 million

100.0％(Note 1)Development/manufacture/sales ofamusement machine

Sega Logistics Service Co.,
Ltd.

¥100 million

100.0%(Note 1)

Maintenance service, transportation andwarehouse business

SEGA ENTERTAINMENT
Co., Ltd.

¥100 million

DARTSLIVE Co., Ltd.

¥10 million

Company

Sega Amusements International
Ltd.
Sega of America, Inc.
Sega Europe Ltd.
Sega Publishing Europe Ltd.

100.0%(Note 1)100.0%(Note 1)Main business

Operation of amusement centers
Planning/development/sales of gameequipment and game software￡25,972
thousand

100.0%(Note 1)

Import/manufacture/sales of amusement
equipment

US$110,000
thousand

100.0%(Note 1)Development/management/sales of home
video game software￡10,000
thousand￡0
thousand

100.0%(Note 1)100.0%(Note 1)100.0%(Note 1)

ATLUS CO., LTD.

¥10 million

Sammy Networks Co., Ltd.

¥100 million

SEGA TOYS CO., LTD.

¥100 million

TMS ENTERTAINMENT CO.,LTD.

¥100 million

25

100.0%(Note 1)100.0%(Note 1)100.0%(Note 1)

Sales of home video game software
Sales of home video game software
Development of home video gamesoftwarePlanning/production/sales of game andmusic contents through mobile phones andInternet, etc.
Development/manufacture/sales of toys
Planning/production/sales and otheractivities involving animated movies

[English Translation of Convocation Notice Originally Issued in the Japanese Language]Company

Percentage
ratio ofissued shares

CapitalMARZA ANIMATION
PLANET INC.

¥100 million

100.0%(Note 1)PHOENIX RESORT CO.,LTD.

¥93 million

100.0%SEGA SAMMY CREATION
INC.

¥10 million

100.0%

Main business
Production of computer graphics
animations, planning/production ofanimated movies, licensing business
Operation of resort facilities, including
hotels, spas, golf courses,
restaurants and international conference
halls
Development/production/sales of casino
gaming machines

Notes: 1. Percentage of ratio of issued shares includes rights of indirectly owned shares.
2. JMS-United Co., Ltd. which was the consolidated subsidiary of the Company in the previous
fiscal year, has been excluded from the scope of consolidation because of the sale of its all shares.

(3) The status of the specified wholly owned subsidiaries
Name of specified wholly
owned subsidiary
Sammy Corporation
SEGA Holdings Co., Ltd.

Address of specified wholly owned subsidiary1-1-1, Nishi-Shinagawa, Shinagawa-ward, Tokyo
1-1-1, Nishi-Shinagawa, Shinagawa-ward, Tokyo

Book value of shares ofwholly owned
subsidiary¥153,307 million¥118,351 million

Note: Amount of total assets of the Company: ¥417,622 million

8.

Main Banks and Borrowings
Lenders
Sumitomo Mitsui Banking Corporation
MUFG Bank, Ltd.
Mizuho Bank, Ltd.
Aozora Bank, Ltd.
Resona Bank, Limited
The Bank of Yokohama, Ltd.
Sumitomo Mitsui Trust Bank, Limited
Shinsei Bank, Limited
The Hokuriku Bank, Ltd.
OthersTotal

9.

Balance of loans payable¥18,831 million¥8,996 million¥5,998 million¥4,998 million¥4,865 million¥3,987 million¥1,325 million¥665 million¥665 million¥5,000 million¥55,334 million

Where the Articles of Incorporation Provide for the Board of Directors to Determine Distributions,etc., of Retained Earnings, Policy Regarding Exercise of Such Authority
SEGA SAMMY HOLDINGS INC. gives priority to returning profits to shareholders. The Company’s
basic policy is to pay an appropriate dividend that is commensurate with earnings.
For the distribution of surplus, the Company paid dividends of ¥20 per share for the second quarter andplans to pay dividends of ¥20 per share for year-end dividends. This reflects the Group’s policy of paying
dividends stable to shareholders. Furthermore, the Company’s policy is to effectively use retained
earnings to bolster its financial position and operation structure as well as for investments in line withbusiness expansion.

26

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
10. Other Significant Events of the Group
There is no applicable material information for the fiscal year ended March 31, 2020.

II Shares Outstanding and Shareholders
1.

Number of shares authorized for issue

800,000,000 shares

2.

Total shares issued and outstanding

266,229,476 shares

3.

Number of shareholders

72,5844.

Principal shareholders (Top 10)
Investment in
SEGA SAMMY HOLDINGS
Shareholding ratio
Shares held(%)

Name of shareholder
HS Company

35,308,000

15.01

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

16,252,100

6.91

FSC Co., Ltd.

13,622,840

5.79Japan Trustee Services Bank, Ltd. (Trust account)

10,185,700

4.33

Hajime Satomi
STATE STREET BANK AND TRUST COMPANY
505001
Japan Trustee Services Bank, Ltd. (Trust account 5)

7,833,638

3.33

7,431,961

3.16

4,038,800

1.71

Haruki Satomi

3,723,161

1.58

JP MORGAN CHASE BANK 385151

3,538,811

1.50

THE BANK OF NEW YORK MELLON 140044
3,263,976
Note: Shareholding ratio was calculated excluding treasury stock (31,138,238 shares).

27

1.38

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
III Company Directors and Audit & Supervisory Board Members
1. Directors and Audit & Supervisory Board Members (As of March 31, 2020)
Title and Areas of Responsibility
Chairman and Group CEO(Representative Director)

Name
Hajime Satomi

President and Group COO(Representative Director)
in charge of Executive Secretariat
Haruki Satomi
Division, Group Executive
Office, Group Licensing Division
and Internal Control Division
Senior Executive Vice President(Director of the Board)
Naoya Tsurumi
in charge of Resort Business
Division
Executive Vice President andGroup CFO
(Director of the Board)in charge of Finance &Accounting Division, IT Solution Koichi Fukazawa
Division, Investment
Management Department andJapan Integrated Resort Business
Department
Executive Vice President
Hideki Okamura(Director of the Board)
Director of the Boardin charge of General Affairs &Personnel Division, Legal &Hideo Yoshizawa
Intellectual Property Division and
CSR & SDGs OfficeDirector of the Board
Takeshi Natsuno
Director of the Board

Kohei Katsukawa

Director of the Board

Hiroshi Onishi

Director of the Board
Standing Audit & Supervisory
Board Member
Audit & Supervisory Board
MemberMelanie Brock
Shigeru Aoki

Audit & Supervisory Board
Member

Mineo Enomoto

Audit & Supervisory Board
MemberKazutaka Okubo

Yukito Sakaue

Important Concurrent Posts
Chairman of the Board (Representative Director),
Sammy Corporation
Honorary Chairman of the Board,
SEGA Holdings Co., Ltd.
President and CEO (Representative Director),
Sammy Corporation
Chairman and CEO (Representative Director),
SEGA Holdings Co., Ltd.

President and COO (Representative Director),
SEGA Holdings Co., Ltd.
Executive Vice President,
SEGA Holdings Co., Ltd.

Audit & Supervisory Board Member,Sammy Corporation
Standing Audit & Supervisory Board Member,
SEGA Holdings Co., Ltd.
Audit & Supervisory Board Member,
SEGA Holdings Co., Ltd.,
Attorney
Certified Public Accountant

Notes: 1. Tomio Kazashi, Audit & Supervisory Board Member, resigned as of June 21, 2019 whenconcluded the ordinary general meeting of shareholders.
2. Takeshi Natsuno, Kohei Katsukawa, Hiroshi Onishi and Melanie Brock are External Director of
the Board as stipulated in Article 2, Clause 15 of the Companies Act.
3. Mineo Enomoto and Kazutaka Okubo are External Audit & Supervisory Board Member as
stipulated in Article 2, Clause 16 of the Companies Act.
4. The Company has submitted an Independent Directors/Audit & Supervisory Board Members
Notification Form to Tokyo Stock Exchange, Inc. to register Directors of Takeshi Natsuno, Kohei
28

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
Katsukawa and Hiroshi Onishi, and Audit & Supervisory Board Members of Mineo Enomoto
and Kazutaka Okubo as Independent Directors/Audit & Supervisory Board Members.
5. The Company has adopted the executive officer system to speed up decision-making, strengthen
oversight of business execution, and reinforce business execution functions. The Company hasnine executive officers: Makoto Takahashi, Managing Director of Group Executive Office; Toru
Nakahara, General Counsel; Yoichi Owaki, Managing Director of Finance & Accounting
Division; Shuji Utsumi, In charge of Live Entertainment and Open Innovation; Hiroshi Ishikura,Managing Director of Internal Control Division and Group CSR Promotion Office; Koichi
Takahashi, Managing Director of General Affairs & Personnel Division; Takaharu Kato,Managing Director of IT Solution Division; Rei Kudo, Managing Director of Group Licensing
Division; Hironobu Otsuka, Assistant to Managing Director of Resort Business Division.
6. Since April 1, 2020, the Company has the following nine executive officers: Makoto Takahashi,Managing Director of Group Executive Office; Toru Nakahara, General Counsel; Yoichi Owaki,
Managing Director of Finance & Accounting Division and Executive Secretariat Division; Shuji
Utsumi, In charge of Live Entertainment and Open Innovation; Hiroshi Ishikura, Managing
Director of Internal Control Division and CSR & SDGs Office; Koichi Takahashi, Managing
Director of General Affairs & Personnel Division; Takaharu Kato, Managing Director of IT
Solution Division; Rei Kudo, Managing Director of Group Licensing Division; Hironobu Otsuka,
Assistant to Managing Director of Resort Business Division.
7. Kazuaki Inaoka was elected as Substitute Audit & Supervisory Board Member stipulated in
Article 3, Clause 329 of the Companies Act at the ordinary general meeting of shareholders heldon June 21, 2019 in preparation for the case when the number of Audit & Supervisory Board
Members becomes less than the number prescribed by the laws and regulations.
2. Total Remuneration, etc., to Directors and Audit & Supervisory Board Members
Title
Number of individuals Remuneration, etc.
Directors
10¥1,167 million(of which External Directors)(4)(¥55 million)
Audit & Supervisory Board Members
4¥38 million(of which External Audit & Supervisory Board Members)(3)(¥20 million)
Total
14¥1,205 million
Notes: 1. Remuneration, etc. for Directors (excluding External Directors) includes accrued bonuses of¥450 million and expenses concerning share with restriction on transfer for the fiscal year of ¥54
million.
2. Fixed remuneration for Directors (excluding External Directors) shall be paid based on a
remuneration table specifying the amounts for each of the three components, namely, basic
remuneration, responsibility remuneration, and role remuneration. Director’s bonuses as
performance-linked remuneration shall be paid based on a bonus table defined the three elementsof the level of ordinary income, the business plan achievement level, and the year-on-year growthlevel.
3. As of the end of the fiscal year ended March 31, 2020, the number of Directors was ten (including
four External Directors), and the number of Audit & Supervisory Board Members was four(including two External Audit & Supervisory Board Members). These figures differ from thenumber of individuals mentioned above because of including one resigned Director at theconclusion of the ordinary general meeting of shareholders held on June 21, 2019 and also there
is one Audit & Supervisory Board Member who serves without compensation.
4. The remuneration limit for Directors is ¥1,700 million, pursuant to the resolution at the ordinary
general meeting of shareholders on June 21, 2019.
5. The remuneration limit for Audit & Supervisory Board Members is ¥50 million, pursuant to theresolution at the ordinary general meeting of shareholders of Sammy Corporation on June 25,
2004, and at the ordinary general meeting of shareholders of SEGA CORPORATION on June29, 2004.

29

[English Translation of Convocation Notice Originally Issued in the Japanese Language]

3. Liability Limitation Agreements
It is stipulated in the Articles of Incorporation that the Company may enter into agreements with
Directors (excluding executive Directors etc.) and Audit & Supervisory Board Members that limit their
liabilities for damages.
The outline of the liability limitation agreement that the Company entered into with Directors(excluding Executive Directors, etc.) and Audit & Supervisory Board Members respectively inaccordance with the Articles of Incorporation is as follows:(Outline of Liability Limitation Agreement)
The liability to compensate for damages under Article 423, Section 1 of the Companies Act will belimited to the minimum liability set forth by law in the absence of malicious intent or material negligence.
4. External Directors and Audit & Supervisory Board Members(1) Main Activities of External Directors and Audit & Supervisory Board Members
Title

External Director

External Director

External Director

External Director

Name

Major Activities
He attended 12 Board of Directors meetings out of the
12 meetings during the year (12 out of 12 regularmeetings) and expressed his opinion on managerial
Takeshi Natsuno
viewpoints. He also made some proposals to secure
the adequateness and fairness of decision making of
the Board of Directors.
He attended 11 Board of Directors meetings out of the
12 meetings during the year (11 out of 12 regularmeetings) and expressed his opinion on managerial
Kohei Katsukawa
viewpoints. He also made some proposals to secure
the adequateness and fairness of decision making of
the Board of Directors.
He attended 12 Board of Directors meetings out of the
12 meetings held following his assumption of office(12 out of 12 regular meetings) and expressed his
Hiroshi Onishi
opinion on managerial viewpoints. He also made some
proposals to secure the adequateness and fairness ofdecision making of the Board of Directors.
She attended 10 Board of Directors meetings out of the
10 meetings held following her assumption of office(10 out of 10 regular meetings) and expressed her
Melanie Brock
opinion on managerial viewpoints. She also madesome proposals to secure the adequateness andfairness of decision making of the Board of Directors.

External Audit &Mineo Enomoto
Supervisory Board Member

He attended 12 Board of Directors meetings out of the
12 meetings during the year (12 out of 12 regularmeetings) and expressed his opinion on professionaland managerial viewpoints as an attorney. He also
made some proposals to secure the adequateness andfairness of decision making of the Board of Directors.
He also attended 14 Audit & Supervisory Board
meetings out of the 14 meetings during the year
exchanging the opinions on auditing results anddeliberating the significant issues related to audits.

30

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
He attended 10 Board of Directors meetings out of the
10 meetings during the year (10 out of 10 regularmeetings) and expressed his opinion on professionaland managerial viewpoints concerning the financial
accounting and the internal control as a certified public
accountant. He also made some proposals to secure theadequateness and fairness of decision making of theBoard of Directors.
He also attended 10 Audit & Supervisory Board
meetings out of the 11 meetings during the year
exchanging the opinions on auditing results anddeliberating the significant issues related to audits.

External Audit &Kazutaka Okubo
Supervisory Board Member(2) Total Remuneration, etc., to External Directors and Audit & Supervisory Board Members

Total remuneration, etc., to External
Directors and Audit & Supervisory
Board Members

Number ofindividuals

Remuneration, etc.

Of which Remuneration,etc., from subsidiary7¥75 million¥－ million

31

[English Translation of Convocation Notice Originally Issued in the Japanese Language]

Consolidated Balance Sheet(As of March 31, 2020)

Item
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable-trade
Short-term investment securities
Merchandise and finished goods
Work in process
Raw materials and supplies
Income taxes receivable
Other
Allowance for doubtful accounts
Noncurrent assets
Property, plant and equipment
Buildings and structures, net
Machinery, equipment and vehicles,net
Amusement machines and facilities,
net
Land
Construction in progress
Other, net
Intangible assets
Goodwill
Other
Investments and other assets
Investment securities
Long-term loans receivable
Lease and guarantee deposits
Net defined benefit assets
Deferred tax assets
Other
Allowance for doubtful accounts

Amount268,976
159,01340,4085,398
8,218
20,235
18,554
4,836
12,613(302)
189,292
86,64937,439（Unit: millions of yen）
AmountItem
Liabilities
Current liabilities
Notes and accounts payable-trade
Short-term loans payable
Current portion of bonds
Income taxes payable
Accrued expenses
Provision for bonuses
Provision for directors' bonuses
Provision for point card certificates
Asset retirement obligations
Other
Noncurrent liabilities
Bonds payable

86,147
17,834
13,331
10,0003,383
15,347
7,891
808
29
101
17,41975,263
10,0001,790Long-term loans payable

40,003

13,139Net defined benefit liability

4,176

21,177
1,418
11,683
17,9695,878
12,09084,67355,046
1,117
13,888
3,076
1,215
10,779(450)

Deferred tax liabilities
Asset retirement obligations
Provision for dismantling of fixed
assets
Other
Total liabilities
Net assets
Shareholders' equity
Capital stock
Capital surplus
Retained earnings
Treasury stock
Accumulated other comprehensive
incomeValuation difference on available-forsale securities
Deferred gains or losses on hedges
Revaluation reserve for land
Foreign currency translation
adjustment
Remeasurements of defined benefit
plans
Subscription rights to shares
Non-controlling interests
Total net assets
Total assets
458,268
Total liabilities and net assets
Note: Figures shown in millions of yen have been rounded down to the nearest million.

32

2,165
4,847
420
11,649161,410301,296
29,953
118,564
206,334(53,555)(7,193)
4,470(596)(1,109)(8,480)(1,478)813
1,941
296,858
458,268

[English Translation of Convocation Notice Originally Issued in the Japanese Language]

Consolidated Statement of Income(From April 1, 2019 to March 31, 2020)(Unit: millions of yen)Amount336,594
230,092
136,502108,859
27,643Item
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
247
Dividends income
435
Gain on investments in partnership
616
Foreign exchange gains
329
Other
1,605
Non-operating expenses
Interest expenses
475
Equity in losses of affiliates
2,805
Commission fee
137
Loss on investments in partnership
421
Loss on retirement of noncurrent assets
193
Rent expenses
84
Other
1,463
Ordinary income
Extraordinary income
Gain on sales of noncurrent assets
2,917
Gain on sales of investment securities
104
Gain on reversal of restructuring loss
30
Other
53
Extraordinary loss
Loss on sales of noncurrent assets
0
Impairment loss
371
Loss on valuation of investment securities
573
Early extra retirement payments
32
Loss on sales of shares of subsidiaries and affiliates
172
Other
147
Income before income taxes
Income taxes-current
5,314
Income taxes-deferred
7,817
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent
Note: Figures shown in millions of yen have been rounded down to the nearest million.

33

3,234

5,581
25,296

3,106

1,298
27,104
13,131
13,972
197
13,775

[English Translation of Convocation Notice Originally Issued in the Japanese Language]

Non-Consolidated Balance Sheet（As of March 31, 2020）
Item
AssetsCurrent assets
Cash and deposits
Accounts receivable-trade
Short-term investment securities
Prepaid expenses
Short-term loans receivable fromsubsidiaries and affiliates
Accounts receivable-other
Other
Noncurrent assets
Property, plant and equipment
Buildings, net
Structures, net
Machinery and equipment, net
Aircraft, net
Vehicles, net
Tools, furniture and fixtures, net
LandConstruction in progress
Intangible assets
Software
Other
Investments and other assets
Investment securities
Shares of subsidiaries and affiliates
Investments in capital ofsubsidiaries and affiliates
Long-term loans receivable fromsubsidiaries and affiliates
Long-term loans receivable
Long-term prepaid expenses

AmountItem

Liabilities
Current liabilities
Current portion of long-term loans
payableCurrent portion of bonds
Accounts payable-other
Income taxes payable

64,12839,723
1,098
5,198
724
11,493

Accrued expenses

5,255
634
353,494
8,992
3,766
544
42
258
10
2,706
1,418
244
372
267
105
344,129
22,479309,881

Deposits received
Provision for bonuses
Provision for directors' bonuses
Other
Noncurrent liabilities
Bonds payable
Long-term loans payable
Asset retirement obligations
Long-term deposits received
Provision for retirement benefits
Deferred tax liabilities
Other
Total liabilities
Net assets
Shareholders' equity
Capital stock
Capital surplus
Legal capital surplus

655
13,915
32
13

Other

6,192

Allowance for doubtful accounts(9,041)(Unit: millions of yen)Amount13,32010,000
2,689
564
1,905
27,562340
450
731
75,975
10,00042,000678
19,000
97
1,969
2,230
133,539
279,894
29,953
192,179
29,945

Other capital surplus

162,234

Retained earnings

111,595

Other retained earnings
Retained earnings brought
forwardTreasury stock
Valuation and translation
adjustments
Valuation difference on availablefor-sale securities
Subscription rights to shares

111,595

Total net assets
Total assets
417,622 Total liabilities and net assets
Note: Figures shown in millions of yen have been rounded down to the nearest million.

34

57,564

111,595(53,833)
3,374
3,374
813
284,082
417,622

[English Translation of Convocation Notice Originally Issued in the Japanese Language]

Non-Consolidated Statement of Income(From April 1, 2019 to March 31, 2020)(Unit: millions of yen)AmountItem
Operating revenue
Consulting fee income
Shared service income
Dividends income

8,829
3,069
9,381

21,279Operating expenses
Selling, general and administrative expenses

14,922

14,922

Operating income
Non-operating income
Interest income
Interest on securities
Dividends income
Gain on investments in partnership
Income from operation of noncurrent assets
Outsourcing service income
Other

6,357
174
71
346
583
92
251
143

Non-operating expenses
Interest expenses
Interest on bonds
Bond issuance cost
Commission fee
Loss on investments in partnership
Provision of allowance for doubtful accounts
Outsourcing service expenses

491
100
66
133
265
1,424
243

Other

345

1,664

3,069

Ordinary loss
Extraordinary income
Gain on sales of investment securities
Gain on reversal of share acquisition rights

4,951
94
20

115

Extraordinary loss
Loss on sales of shares of subsidiaries
Loss on sales of investment securities
Other

318
3
21

343

Loss before income taxes
Income taxes-current
Income taxes-deferred

4,723
(422)
147

Net income
Note: Figures shown in millions of yen have been rounded down to the nearest million.

35

(275)
4,998

[English Translation of Convocation Notice Originally Issued in the Japanese Language]

Independent Auditor’s Report
May 12, 2020
The Board of Directors of SEGA SAMMY HOLDINGS INC.
KPMG AZSA LLC
Tokyo Office, Japan
Hidetoshi Fukuda (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Danya Sekiguchi (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yoichi Ueno (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the consolidated financial statements, which comprise the consolidated balance sheet, theconsolidated statement of income, the consolidated statement of changes in net assets and the related notes of
SEGA SAMMY HOLDINGS INC. (“the Company”) and its consolidated subsidiaries (collectively referred toas “the Group"), as at March 31, 2020 and for the year from April 1, 2019 to March 31, 2020 in accordance with
Article 444-4 of the Companies Act.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, theconsolidated financial position and the results of operations of the Group for the period, for which theconsolidated financial statements were prepared, in accordance with accounting principles generally acceptedin Japan.

Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Group in accordance with the ethicalrequirements that are relevant to our audit of the consolidated financial statements in Japan, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management and Corporate auditors and the board of corporate auditors for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern in accordance withaccounting principles generally accepted in Japan and using the going concern basis of accounting unlessmanagement either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do36

[English Translation of Convocation Notice Originally Issued in the Japanese Language]so.
Corporate auditors and the board of corporate auditors are responsible for overseeing the directors’ performanceof their duties including the design, implementation and maintenance of the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted inaccordance with auditing standards generally accepted in Japan will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese consolidated financial statements.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:･

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

･Obtain an understanding of internal control relevant to the audit in order to design audit procedures thatare appropriate in the circumstances, while the objective of the audit is not to express an opinion on theeffectiveness of the Group’s internal control.

･

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.

･Conclude on the appropriateness of management’s use of the going concern basis of accounting and basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going concern.

･

Evaluate whether the presentation and disclosures in the consolidated financial statements are inaccordance with accounting standards generally accepted in Japan, the overall presentation, structure andcontent of the consolidated financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying transactions and events in a manner that achieves fairpresentation.

･

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or businessactivities within the Group to express an opinion on the consolidated financial statements. We areresponsible for the direction, supervision and performance of the group audit. We remain solely responsible
for our audit opinion.

We communicate with corporate auditors and the board of corporate auditors regarding, among other matters,
the planned scope and timing of the audit, significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide corporate auditors and the board of corporate auditors with a statement that we have compliedwith relevant ethical requirements regarding independence, and communicate with them all relationships andother matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

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[English Translation of Convocation Notice Originally Issued in the Japanese Language]
Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company and its subsidiaries
which are required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report as
required by the Companies Act for the conveniences of the reader.

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[English Translation of Convocation Notice Originally Issued in the Japanese Language]

Independent Auditor’s Report
May 12, 2020
The Board of Directors of SEGA SAMMY HOLDINGS INC.
KPMG AZSA LLC
Tokyo Office, Japan
Hidetoshi Fukuda (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Danya Sekiguchi (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yoichi Ueno (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the financial statements, which comprise the balance sheet, the statement of income, thestatement of changes in net assets and the related notes, and the supplementary schedules of SEGA SAMMYHOLDINGS INC. (“the Company”) as at March 31, 2020 and for the year from April 1, 2019 to March 31,
2020 in accordance with Article 436-2-1 of the Companies Act.
In our opinion, the financial statements and the supplementary schedules referred to above present fairly, in allmaterial respects, the financial position and the results of operations of the Company for the period, for which
the financial statements and the supplementary schedules were prepared, in accordance with accounting
principles generally accepted in Japan.

Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements and Others section of our report. We are independent of the Company in accordance with the ethicalrequirements that are relevant to our audit of the financial statements in Japan, and we have fulfilled our otherethical responsibilities in accordance with these requirements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management and Corporate Auditors and the Board of Corporate Auditors for the
Financial Statements and Others
Management is responsible for the preparation and fair presentation of the financial statements and the
supplementary schedules in accordance with accounting principles generally accepted in Japan, and for suchinternal control as management determines is necessary to enable the preparation of financial statements andthe supplementary schedules that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements and the supplementary schedules, management is responsible for assessing
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
in accordance with accounting principles generally accepted in Japan and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
Corporate auditors and the board of corporate auditors are responsible for overseeing the directors’ performance39

[English Translation of Convocation Notice Originally Issued in the Japanese Language]of their duties including the design, implementation and maintenance of the Company’s financial reporting
process.

Auditor’s Responsibilities for the Audit of the Financial Statements and Others
Our objectives are to obtain reasonable assurance about whether the financial statements and the supplementaryschedules as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’sreport that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with auditing standards generally accepted in Japan will always detect amaterial misstatement when it exists. 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 economic decisions ofusers taken on the basis of these financial statements and the supplementary schedules.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:･

Identify and assess the risks of material misstatement of the financial statements and the supplementaryschedules, whether due to fraud or error, design and perform audit procedures responsive to those risks,and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

･Obtain an understanding of internal control relevant to the audit in order to design audit procedures thatare appropriate in the circumstances, while the objective of the audit is not to express an opinion on theeffectiveness of the Company’s internal control.

･

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.

･Conclude on the appropriateness of management’s use of the going concern basis of accounting and basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements and the supplementary schedules or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the dateof our auditor’s report. However, future events or conditions may cause the Company to cease to continue
as a going concern.

･

Evaluate whether the presentation and disclosures in the financial statements and the supplementaryschedules are in accordance with accounting standards generally accepted in Japan, the overall presentation,
structure and content of the financial statements and the supplementary schedules, including the disclosures,and whether the financial statements and the supplementary schedules represent the underlying transactions
and events in a manner that achieves fair presentation.

We communicate with corporate auditors and the board of corporate auditors regarding, among other matters,
the planned scope and timing of the audit, significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide corporate auditors and the board of corporate auditors with a statement that we have compliedwith relevant ethical requirements regarding independence, and communicate with them all relationships andother matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company which are required
to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

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[English Translation of Convocation Notice Originally Issued in the Japanese Language]
Notes to the Reader of Independent Auditor’s Report:
This is an English translation of the Independent Auditor’s Report as required by the Companies Act of Japanfor the conveniences of the reader.

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[English Translation of Convocation Notice Originally Issued in the Japanese Language]

Audit Report
The Audit & Supervisory Board has received the reports of the audit procedures and results concerning theexecution of the duties of the Directors during the 16th fiscal year from April 1, 2019 through March 31, 2020
prepared by each of the Audit & Supervisory Board Members. After discussing the reports, we have preparedthis Audit Report and report as follows.
1. Procedures and details of the audits by the Audit & Supervisory Board Members and the Audit &Supervisory Board(1) The Audit & Supervisory Board established the audit policy, allocation of duties, and other relevant
matters, and received reports from each Audit & Supervisory Board Member regarding theimplementation of audits and results thereof, as well as reports from the Directors, other relevant
personnel, and the independent auditor regarding the execution of their duties, and sought explanations
as necessary.
(2) Each Audit & Supervisory Board Member complied with the auditing standards for Audit & Supervisory
Board Members established by the Audit & Supervisory Board, followed the audit policies, allocation ofduties, etc., communicated with Directors, the internal audit department, and other employees, as well as
worked to enhance environment for information collection and auditing, while conducting the audit by
the following methods:
1) Each Audit & Supervisory Board Member participated in meetings of the Board of Directors and otherimportant meetings, received reports from the Directors, employees, and other relevant personnel
regarding performance of their duties, and sought explanations as necessary. We examined important
authorized documents and associated information, and investigated the operations and assets at thehead office and principal offices.
With respect to subsidiaries, we communicated and exchanged information with Directors, Audit &Supervisory Board Members, and other relevant personnel of the subsidiaries, and received business
reports from the subsidiaries as necessary.
2) We received the periodical reports from Directors, employees, and other relevant personnel, sought
explanations as necessary, and expressed our opinions on the status of development and operation of
the system for ensuring that the execution of the duties of the Directors conforms to the relevant laws
and regulations and the Articles of Incorporation, as well as the details of the resolutions of the Boardof Directors regarding the organization of the system stipulated in Article 100, Paragraph 1 and 3 ofthe Enforcement Regulations of the Companies Act and the status of the system (internal control
system) based on said resolutions, a necessary measure for ensuring proper business execution by ajoint stock corporation and a corporate group consisting of its subsidiaries.
As to the internal control system associated with financial reports, we received reports from Directors
and the independent auditor, KPMG AZSA LLC regarding the evaluation of the internal control andits audit, and sought explanations and expressed our opinions where necessary.
3) We monitored and verified whether the independent auditor maintained its independence andimplemented appropriate audits, and we received reports from the independent auditor regarding theperformance of its duties and sought explanations as necessary. In addition, we received notice fromthe independent auditor that “systems for ensuring that duties are performed properly” (matters set
forth in each Item of Article 131 of the Corporate Calculation Regulations) were maintained inaccordance with the “Quality Management Standards Regarding Audits” (Business Accounting
Council, October 28, 2005) and other relevant standards, and sought explanations as necessary.
Based on the above methods, we examined the business report and supporting schedules, financial
statements (balance sheet, statement of income, statement of changes in net assets, and notes to nonconsolidated financial statements) and supporting schedules, and consolidated financial statements(consolidated balance sheet, consolidated statement of income, consolidated statement of changes in net
assets, and notes to consolidated financial statements) for the current fiscal year.
2. Result of audit(1) The Report of Business Operations
1) In our opinion, the business report and supporting schedules are in accordance with the related laws
and regulations and Articles of Incorporation, and fairly represent the Company’s condition.
2) With regard to the execution of the duties of the Directors, we have found no evidence of wrongfulaction or material violation of the relevant laws and regulations, nor of any violation with respect to42

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
the Articles of Incorporation.
3) In our opinion, the contents of the resolutions of the Board of Directors regarding the internal control
system are fair and reasonable. In addition, we have found no matters on which to remark in regard
to the execution of the duties of the Directors regarding the internal control system, including the one
associated with financial reports.
(2) Audit result of the Financial Statements and supporting schedules
In our opinion, the audit procedures and audit results received from the independent auditor KPMG
AZSA LLC are appropriate.
(3) Audit result of the Consolidated Financial Statements and consolidated supporting schedules
In our opinion, the audit procedures and audit results received from the independent auditor KPMG
AZSA LLC are appropriate.
May 13, 2020
Audit & Supervisory Board,
SEGA SAMMY HOLDINGS INC.
Shigeru Aoki, Standing Audit & Supervisory Board Member
Yukito Sakaue, Audit & Supervisory Board Member
Mineo Enomoto, Audit & Supervisory Board Member (External)
Kazutaka Okubo, Audit & Supervisory Board Member (External)

43