[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 ofdamages arising from the translation.

Securities Code: 6460
May 31, 2018
Haruki Satomi
President (Representative Director)
SEGA SAMMY HOLDINGS INC.
Shiodome Sumitomo Building,
1-9-2 Higashi Shimbashi, Minato-ku, Tokyo, Japan
Dear Shareholders:

Notice of the 14th Ordinary General Meeting of
Shareholders to be held on June 22, 2018
You are cordially invited to attend the 14th Ordinary General Meeting of Shareholders of SEGA SAMMYHOLDINGS INC. (the “Company”) to be held at Ho-Oh-No-Ma (Main Hall), 2F, Tokyo Prince Hotel, 3-3-1
Shiba-koen, Minato-ku, Tokyo, 105-8560, Japan on Friday, June 22, 2018 at 10:00 a.m. for the purposes listed
below.
If you are unable to attend the meeting in person, you may exercise your voting rights by either mail (inwriting) or via the Internet. Therefore, please review the attached Reference Documents for General Meetingof Shareholders, and kindly exercise your voting rights before 6:00 p.m., Japan Standard Time, on Thursday,June 21, 2018.
Details of the Meeting
1. Date and time:

Friday, June 22, 2018 at 10:00 a.m. (Reception commences at 9:00 a.m.)

2. Venue:

Ho-Oh-No-Ma (Main Hall), 2F, Tokyo Prince Hotel
3-3-1 Shiba-koen, Minato-ku, Tokyo, 105-8560, Japan

3. Agenda:
Matters to be reported:

1. The Business Report and the Consolidated Financial Statements for the 14th
fiscal year (from April 1, 2017 to March 31, 2018) and results of audits by
the Independent Auditor and the Audit & Supervisory Board on theConsolidated Financial Statements
2. Non-Consolidated Financial Statements for the 14th fiscal year (from April
1, 2017 to March 31, 2018)

Matters to be resolved:
Proposal 1: To amend certain parts of the Articles of Incorporation
Proposal 2: To elect eight (8) Directors* 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
the meeting.
* 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 (https://www.segasammy.co.jp/english/ir/event/meeting.html).
There will be no gifts or convivial party for attending shareholders. We thank you for your understanding.

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

Information on Disclosure on the Internet
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.

(The Company’s website: https://www.segasammy.co.jp/english/ir/event/meeting.html)

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 note that 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 byemail” 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 asshown 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 (thefiscal 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.

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

Information on Exercise of Voting Rights
Exercise of voting rights by mail (in writing)
Indicate “for” or “against” the proposals on the voting form enclosed and return the said form to theCompany so that it is received no later than the deadline for exercising your voting rights, indicated above.
Exercise of voting rights via the Internet(1) Exercise of voting rights(i) Access the voting website designated by the Company (https://evote.tr.mufg.jp/), log on using the“voting rights exercise code” and “temporary password” printed on the enclosed voting form, andfollow the on-screen instructions (Japanese language only) to enter “for” or “against” the proposals
before the deadline for exercising your voting rights, indicated above.
(ii) In order to prevent unauthorized access by persons other than shareholders (spoofing) andfalsification of entries, you are kindly requested to change the “temporary password” once you log
on to the voting website.
(2) Voting website(i) You may exercise your voting rights by accessing the voting website
designated by the Company (https://evote.tr.mufg.jp/) from a PC, smartphone
or mobile phone (i-mode, EZweb or Yahoo! Keitai). (Please note that thewebsite cannot be accessed between 2:00 a.m. and 5:00 a.m. daily, Japan
Standard Time.) (“i-mode”, “EZweb” and “Yahoo!” are trademarks orregistered trademarks of NTT DOCOMO, Inc., KDDI Corporation and U.S.
Yahoo! Inc., respectively.)
You may also access the voting website by using a smartphone or mobile
phone equipped with a QR code reader to read the QR code on the right:
Please check the usage instructions for your smartphone or mobile phone forfurther details regarding the use of the QR code reader.
(“QR code” is a registered trademark of DENSO WAVE INCORPORATED.)(ii) You may be unable to use the voting website depending on your Internet configuration, firewall,anti-virus software and proxy server settings.
(iii) You must have access to either i-mode, EZweb or Yahoo! Keitai services to exercise your voting
rights via mobile phone. Please note that the voting website is only accessible from a mobile
handset capable of communicating encrypted data (i.e. TLS) and mobile phone data for security
purposes.
(iv) Please note that any costs incurred in accessing the designated voting website (e.g. internet
connection fees, etc.) shall be borne by the shareholder. Please note that any costs incurred invoting via mobile phone, including packet charges, shall also be borne by the shareholder.
Treatment of votes cast more than once(i) When any shareholder exercises voting rights both by voting form and via the Internet, only theInternet vote will be deemed as valid.
(ii) When any shareholder exercises voting rights more than once via the Internet, only the last votewill be deemed as valid. Similarly, when any shareholder exercises voting rights more than once
via PC, smartphone and / or mobile phone, only the last vote will be deemed as valid.
Electronic proxy voting platform for institutional investors
Institutional investors can use the electronic proxy voting platform that is operated by Investor
Communications Japan, Inc., which is designed for institutional investors to exercise their voting rights
electronically.

3

[English Translation of Convocation Notice Originally Issued in the Japanese Language]For inquiries concerning the online voting system:[Helpdesk]
Shareholder registry administrator: Securities Agency Division,
Mitsubishi UFJ Trust and Banking Corporation
Direct line:
0120-173-027 (Domestic [Japan] call only)(Weekdays 9:00 a.m. - 9:00 p.m.)* Please note that the above contact number is not for inquiries concerning shares.

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Reference Documents for General Meeting of Shareholders
Proposals and reference information
Proposal 1: To amend certain parts of the Articles of Incorporation
1. Reasons for the amendments(1) The Company aims to add a new purpose added by a new subsidiary of the Company to the existing
purposes, in order to manage and control such subsidiary as a holding company.
(2) The Company will relocate its head office from Minato-ward, Tokyo to Shinagawa-ward, Tokyo, inorder to pursue efficient group management, strengthen collaboration and generate synergy effects
among businesses, and promote active personnel exchanges by integrating head office functions thatare scattered across Tokyo. The effective date of this change shall be August 6, 2018, when the head
office is scheduled to be relocated and supplementary provision regarding this matter shall beestablished.
2. Contents of the amendments(Amended parts are underlined)

Present Articles of Incorporation
Article 1

Proposed Amendment
Article 1(Omitted)
Article 2 (Purpose)(Unchanged)
Article 2 (Purpose)(Unchanged)

The purpose of the Company shall be: tomanage and control the businessactivities of the corporations that
conduct the following businesses andbusinesses equivalent thereto and toengage in operations incidental thereto
by owning shares in such corporations:(1) to (66)(1) to (66)
(Omitted)(Newly established)(67)

Operation to manage and control thebusiness activities of the corporations
that conduct the businesses set forth ineach of the proceeding items andbusinesses equivalent thereto by owningshares in such corporations.

(Unchanged)(67)

Business for children and childcare
according to the Child Welfare Act,
the Act on Child and Childcare
Support and other related laws andregulations;

(68)

2.

(Unchanged)

2.
(Omitted)

Article 3 (Head office)(Unchanged)
Article 3 (Head office)The head office of the Company shall belocated at Minato-ku, Tokyo, Japan.
Articles 4 to 55

The head office of the Company shallbe located at Shinagawa-ku, Tokyo,
Japan.
Articles 4 to 55(Omitted)(Newly established)(Unchanged)
Supplementary Provision
The amendment of Article 3 (Headoffice) shall come into force on August
6, 2018. This supplementary provision
shall be deleted after the said datecomes.

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[English Translation of Convocation Notice Originally Issued in the Japanese Language]
Proposal 2: To elect eight (8) Directors
The terms of office of all eight (8) Directors will expire at the conclusion of this Ordinary General Meetingof Shareholders. Accordingly, we are seeking to elect eight (8) Directors.
The nominees for Directors are as described below. Policy and procedures for selection of such nominees
are described in page 13.
NomineeNo.

Name(Date of Birth)

Brief Career Profile, Important Concurrent Duties outside the Company,
and Position and Responsibilities at the Company
Mar.

1980

Number of theCompany’s
Shares Owned

President (Representative Director) of Sammy Industry Co.,
Ltd. (now Sammy Corporation)
Feb.
2004 Chairman of the Board (Representative Director) of SEGACORPORATION (now SEGA Games Co., Ltd.)May
2004 Chairman of JAMMA (JAPAN AMUSEMENT MACHINERYMANUFACTURERS ASSOCIATION) (now Japan
Amusement Industry Association) (current position)
Jun.
2004 Chairman and CEO (Representative Director) of Sammy
CorporationJun.
2004 Chairman and CEO (Representative Director) of SEGACORPORATION (now SEGA Games Co., Ltd.)
Oct.
2004 Chairman, President and CEO (Representative Director) of theCompanyMar.
2005 Senior Advisor to NICHIYUKYO (Japan Play Equipment
Industry Association) (current position)
Jun.
2007 President, CEO and COO (Representative Director) of SEGACORPORATION (now SEGA Games Co., Ltd.)May
2008
Chairman and CEO (Representative Director) of the above
Hajime Satomi
7,721,338
1
2012 Chairman of the Board of Sammy Corporation(January 16, 1942) Apr.
sharesMay
2013 Chairman and CEO (Representative Director) of the aboveApr.
2015 Chairman and CEO (Representative Director) of SEGA
Holdings Co., Ltd.
Jun.
2015 Advisor to NDK (current position)
Jun.
2016 Chairman, President, CEO and COO (Representative Director)of the Company
Apr.
2017 Chairman and CEO (Representative Director) of the Company
Apr.
2017 Chairman of the Board (Representative Director) of Sammy
Corporation (current position)
Apr.
2017 Honorary Chairman of the Board of SEGA Holdings Co., Ltd.
(current position)
Apr.
2017 Chairman of the Board of MARZA ANIMATION PLANET
INC. (current position)
Apr.
2018 Chairman and Group CEO (Representative Director) of theCompany (current position)
Apr.
2018 Senior Advisor (Director of the Board) of PHOENIX RESORT
CO., LTD. (current position)[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.

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

Nominee
No.

2

Name
(Date of Birth)

Haruki Satomi(January 11, 1979)

Brief Career Profile, Important Concurrent Duties outside the Company,
and Position and Responsibilities at the Company
Mar.
Jan.
Jun.
Jun.

2004
2005
2012
2012

Apr.

2014

Nov.

2014

Apr.

2015

Nov.
Apr.
Apr.

2015
2016
2016

Jun.

2016

Apr.
Apr.

2017
2017

Apr.

2017

Apr.

2017

Apr.

2018

Apr.

2018

Joined Sammy Corporation
Joined SEGA CORPORATION (now SEGA Games Co., Ltd.)
Senior Vice President (Director of the Board) of the Company
Senior Vice President (Director of the Board) of SEGACORPORATION (now SEGA Games Co., Ltd.)
Senior Vice President (Director of the Board) of Sammy
Corporation
Deputy COO (Representative Director) of SEGACORPORATION (now SEGA Games Co., Ltd.)
Deputy COO (Representative Director) of SEGA Holdings
Co., Ltd.
Deputy COO (Representative Director) of Sammy Corporation
President and COO (Representative Director) of the above
Chairman of the Board (Representative Director) of Sammy
Networks Co., Ltd. (current position)
Executive Vice President (Director of the Board) of theCompany
President and COO (Representative Director) of the Company
President and CEO (Representative Director) of Sammy
Corporation (current position)
Chairman and CEO (Representative Director) of SEGA
Holdings Co., Ltd. (current position)
Chairman and CEO (Representative Director) of SEGA Games
Co., Ltd. (current position)
President and Group COO (Representative Director) of theCompany (current position)
Chairman of the Board of PHOENIX RESORT CO., LTD.
(current position)

Number of theCompany’s
Shares Owned

3,139,561
shares[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.

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NomineeNo.

Name(Date of Birth)

Brief Career Profile, Important Concurrent Duties outside the Company,
and Position and Responsibilities at the Company
Mar.
Oct.
May

1992
2006
2008

Number of theCompany’s
Shares Owned

Joined SEGA Enterprises, Ltd. (now SEGA Games Co., Ltd.)
Chairman, SEGA of America, Inc.
Senior Vice President (Director of the Board) of SEGACORPORATION (now SEGA Games Co., Ltd.)
Jun.
2009 Executive Vice President (Director of the Board) of the above
Apr.
2012 President and COO (Representative Director) of the aboveJun.
2012 Senior Vice President (Director of the Board) of the Company
Jun.
2012 CEO and President, SEGA Holdings Europe Ltd.
Apr.
2014 Senior Executive Vice President (Representative Director) of
the Company
Apr.
2014 Vice Chairman of the Board of SEGA CORPORATION (nowNaoya Tsurumi
12,100
SEGA Games Co., Ltd.)
3(February 8, 1958) Jun.
shares
2014 Vice Chairman of the Board of PHOENIX RESORT CO.,LTD. (current position)
Jun.
2014 Member of the Board of Directors of PARADISESEGASAMMY Co., Ltd. (current position)
Apr.
2015 Vice Chairman of the Board of SEGA Holdings Co., Ltd.
Jun.
2015 Chairman of the Board of Sega Sammy Golf Entertainment
Inc. (current position)
Jun.
2015 President of SEGA SAMMY BUSAN INC. (current position)
Jun.
2016 Senior Executive Vice President (Director of the Board) of theCompany (current position)Jan.
2017 Chairman and Director of CA Sega Joypolis Ltd. (current
position)[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.

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NomineeNo.

Name(Date of Birth)

Brief Career Profile, Important Concurrent Duties outside the Company,
and Position and Responsibilities at the Company
Apr.
Jul.
Aug.

1990
2003
2003

Number of theCompany’s
Shares Owned

Joined The Sanwa Bank, Limited (now MUFG Bank, Ltd.)
Joined Sammy Corporation
Vice President, Executive Officer and Managing Director of
President’s Office of the above
Oct.
2004 Vice President, Executive Officer and Managing Director of
President’s Office of the Company
Oct.
2004 Vice President, Executive Officer and Managing Director of
Chairman’s Office and President’s Office of SEGACORPORATION (now SEGA Games Co., Ltd.)
Jun.
2005 Senior Vice President (Director of the Board) and Managing
Director of Chairman’s Office and President’s Office of the
above
Jan.
2007 President (Representative Director) of SEGA SAMMY ASSETMANAGEMENT INC. (now MARZA ANIMATION
PLANET INC.）
Koichi Fukazawa
20,000Aug. 2007 Senior Executive Officer and in charge of the4(November 2,
Corporate Strategy and External Affairs of the Company
shares
1965)
May2008 Senior Vice President (Director of the Board) and Managing
Director of New Business Division of SEGA CORPORATION(now SEGA Games Co., Ltd.)
Apr.
2009 Officer of Keizai Doyukai (Japan Association of Corporate
Executives) (current position)
Jun.
2009 President (Representative Director) of SEGASAMMY
VISUAL ENTERTAINMENT INC. (now MARZAANIMATION PLANET INC.)
Apr.
2014 Senior Executive Vice President (Representative Director) of
SEGA TOYS CO., LTD.
Jun.
2015 Senior Vice President (Director of the Board) of the Company
Jun.
2016 Executive Vice President and CFO (Director of the Board) of
the Company
Apr.
2018 Executive Vice President and Group CFO (Director of theBoard) of the Company (current position)[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.

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Nominee
No.

5

Name
(Date of Birth)

Hideki Okamura(February 1, 1955)

Brief Career Profile, Important Concurrent Duties outside the Company,
and Position and Responsibilities at the Company
Jan.
Jun.
Jun.

1987
1997
2003

Jun.
Oct.
Jun.

2004
2004
2007

Apr.
Jun.
Apr.

2014
2014
2015

Apr.

2015

Apr.

2015

Apr.

2015

Apr.

2015

Apr.

2017

Apr.

2017

Apr.

2017

Apr.

2017

Joined SEGA Enterprises, Ltd. (now SEGA Games Co., Ltd.)
Senior Vice President (Director of the Board) of the above
Vice President, Senior Executive Officer of SEGACORPORATION (now SEGA Games Co., Ltd.)
Executive Vice President (Director of the Board) of the above
Senior Vice President (Director of the Board) of the Company
Senior Vice President (Director of the Board) of SEGACORPORATION (now SEGA Games Co., Ltd.)
President and COO (Representative Director) of the above
Senior Vice President (Director of the Board) of the Company
President and COO (Representative Director) of SEGA
Holdings Co., Ltd. (current position)
Chairman of the Board of SEGA Interactive Co., Ltd. (current
position)
Chairman of the Board (Representative Director) of TMS
ENTERTAINMENT CO., LTD. (current position)
Chairman of the Board (Representative Director) of SEGATOYS CO., LTD. (current position)
Chairman of the Board (Representative Director) of
DARTSLIVE Co., Ltd. (current position)
Executive Vice President (Director of the Board) of theCompany (current position)
Senior Vice President (Director of the Board) of SEGA Games
Co., Ltd. (current position)
President (Representative Director) of MARZA ANIMATION
PLANET INC. (current position)
Chairman of the Board of SEGA ENTERTAINMENT Co.,
LTD. (current position)

Number of theCompany’s
Shares Owned

19,112shares[Reason for nomination as candidate for Director]
Mr. Hideki Okamura has served as a corporate manager of entertainment content business companies of the Group over the years
and contributed to the improvement of corporate earnings.
We seek appointment of Mr. Hideki Okamura 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.

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NomineeNo.

Name(Date of Birth)

Brief Career Profile, Important Concurrent Duties outside the Company,
and Position and Responsibilities at the Company
Apr.
Sep.

1988
1997

Number of theCompany’s
Shares Owned

Joined TOKYO GAS Co., Ltd.
Joined NTT Mobile Communications Network, Inc. (now NTT
DOCOMO, Inc.)
Jun.
2005 Executive Officer and General Manager of Multimedia
Services Department of the aboveMay
2008 Guest Professor, Graduate School of Media and Governance of
Keio University (current position)
Jun.
2008 Director of the Board (External) of the Company (current
position)[Nominee forJun.
2008 Outside Director of transcosmos inc. (current position)
External Director]Jun.
2008 Director of NTT Resonant Inc. (current position)
Dec.
2008 Director of DWANGO Co., Ltd. (current position)
2,000
Takeshi Natsuno
6
Jun.
2009 Outside Director of DLE, Inc. (current position)
shares(March 17, 1965)
Sep.
2009 Outside Director of GREE, Inc. (current position)Dec.
2010 Outside Director of U-NEXT Co., Ltd. (now USEN-NEXT
HOLDINGS Co., Ltd.) (current position)
Jun.
2016 Outside Director of Astro SURI Holdings Inc. (current
position)Aug.
2016 Outside Director of Oracle Corporation Japan (current
position)Jun.
2017 Outside Director of AWS Holdings, Inc. (now Ubicom
Holdings Inc.) (current position)
Jun.
2017 Outside Director of GENETEC CORPORATION (current
position)Jun.
2017 Outside Director of Cool Japan Fund Inc. (current position)[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.

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NomineeNo.

Name(Date of Birth)

Brief Career Profile, Important Concurrent Duties outside the Company,
and Position and Responsibilities at the Company
Apr.

1974

Number of theCompany’s
Shares Owned

Joined Sumitomo Bank (now Sumitomo Mitsui Banking
Corporation)
Apr.
2001 Executive Officer, Head of Osaka Corporate Banking Division
II of Sumitomo Mitsui Banking Corporation
Apr.
2005 Managing Executive Officer, Deputy Head of Whole sale
Banking Unit (in charge of East Japan) of the above[Nominee for
Jun.
2007
Executive Vice President and Representative Director of NIF
External Director]
SMBC Ventures Co., Ltd. (now SMBC Venture Capital Co.,
Ltd.)
Jul.
2010
President and Representative Director of SMBC Venture
Kohei Katsukawa
7−
Capital Co., Ltd.
(January 8, 1951)
Apr.
2014 President and Representative Director of GINSEN Co., Ltd.
Dec.
2014 Outside Director of Kyoto University Innovation Capital Co.,
Ltd. (current position)
Jun.
2016 Director of the Board (External) of the Company (current
position)Jun.
2016 Special Advisor of GINSEN Co., Ltd. (current position)
Jun.
2016 Outside Director of ELECOM CO., LTD (current position)Mar.
2017 Director of DX ANTENNA CO., LTD. (current position)[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.

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

NomineeNo.

Name(Date of Birth)

Brief Career Profile, Important Concurrent Duties outside the Company,
and Position and Responsibilities at the Company
Apr.
Jun.

Number of theCompany’s
Shares Owned

1979
2005

Joined Isetan Co., Ltd. (now Isetan Mitsukoshi Ltd.)
Executive Officer, Manager, General Planning Section,
Management Planning Department of the above
Feb.
2006 Executive Officer, General Manager/Manager, Sales
Department, Tachikawa Store of the aboveMar.
2008 Managing Executive Officer of the aboveMar.
2008 Managing Executive Officer, General Manager, MD
Administration Department, Department Store Business
Headquarters of Mitsukoshi Ltd. (now Isetan Mitsukoshi Ltd.)[Nominee forApr.
2009 Director, Managing Executive Officer, General Manager, MD
External Director]
Administration Department/Planning Divison, Department
Store Business Headquarters of the above
Jun.
2009
President, Representative Director, Executive Officer of Isetan
8
Hiroshi OnishiCo., Ltd. (now Isetan Mitsukoshi Ltd.)[New−(June 13, 1955)
appointment]Jan.
2010 President, Representative Director, Executive Officer, Division
Manager, Sales Division of the aboveMar.
2010 Director of Mitsukoshi Ltd. (now Isetan Mitsukoshi Ltd.)
Jun.
2010 Director of Isetan Mitsukoshi Holdings Ltd.
Apr.
2011
President, Representative Director, Executive Officer, Division
Manager/Department Store Business Planning & Operation
Headquarters of Isetan Mitsukoshi Ltd.
Feb.
2012 President, Representative Director, Executive Officer of Isetan
Mitsukoshi Holdings. Ltd.
Feb.
2012 President, Representative Director, Executive Officer of Isetan
Mitsukoshi Ltd.
May
2016 Chairman of Japan Department Stores Association
Apr.
2017 Director of Isetan Mitsukoshi Holdings. Ltd.
[Reason for nomination as candidate for External Director]
We seek appointment of Mr. Hiroshi Onishi as we deem that he will provide valuable opinions and suggestions on thedecision-making of important matters concerning the management of the Company and sufficiently fulfill duties of External
Director to oversee the execution of business based on his wealth of experience and broad-ranging insight gained over many
years as a corporate manager in the retail and department store industry.
Notes: 1. The Company conducts transactions relating to intermediary services for insurance with FSC Co., Ltd., of which Mr.
Hajime Satomi and Mr. Haruki Satomi own a majority of voting rights.
2. There are no special interests between the Company and the other Director-nominees.
3. Mr. Takeshi Natsuno and Mr. Kohei Katsukawa are External Director-nominees, and the Company has notified theTokyo Stock Exchange (TSE) of their inauguration as independent directors under the regulations of TSE. The
Independence Criteria for independent Directors and Audit & Supervisory Board Members of the Company is listed
in page14.
4. Mr. Hiroshi Onishi is a new nominee for External Director, and the Company will notify TSE of his inauguration as
an independent director under the regulations of TSE if his election is approved. In addition, the Company has
concluded a consulting agreement with him and paid him a consulting fee during the current fiscal year. However, as
the amount was less than 5 million yen, the Company deems that his independence is sufficiently secured.
5. The Company has concluded a liability agreement that limits his liability to the minimum liability amount stipulated
in laws and regulations with Mr. Takeshi Natsuno and Mr. Kohei Katsukawa, respectively. If the reelection of bothnominees is approved, the Company plans to continue the said limited liability agreements. Moreover, if the electionof Mr. Hiroshi Onishi is approved, the Company plans to conclude a similar liability limitation agreement with him.
6. Mr. Takeshi Natsuno and Mr. Kohei Katsukawa shall have served as External Directors of the Company for ten
years and two years, respectively, at the conclusion of this Ordinary General Meeting of Shareholders.
7. Mr. Takeshi Natsuno has formerly served as External Director of the Company’s subsidiary SEGA Networks Co.,
Ltd. (now SEGA GAMES Co., Ltd.).
8. Other positions and responsibilities held at the Company by each of the candidates who are currently serving as
Director of the Company are stated in “1. Directors and Audit & Supervisory Board Members (As of March 31,2018)” of “III. Company Directors and Audit & Supervisory Board Members” of the Business Report.
[Reference] Policy and procedures for selection of Director-nominees
It is our basic policy that the Company selects Director-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-nominees
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 the13[English Translation of Convocation Notice Originally Issued in the Japanese Language]
Director-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 recommendation of
Director-nominees to the President (Representative Director).
[Reference] The Independence Criteria
The “independence” criteria regarding Independent External Directors and Audit & Supervisory Board Members of theCompany have been prepared, on the assumption that provisions stipulated in the Companies Act and the Tokyo Stock Exchange
are complied with, to set forth further strict rules. The Board of Directors shall select a person who meets the said criteria andwho is expected to contribute to honest, active and constructive discussion at the Board of Directors. Outline of the rules
regarding the independence 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,” “ alarge 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
the Company) 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 startingfrom the beginning date of the current fiscal year to the submission date of the most recent designation form.

14

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

Business Report(From April 1, 2017 To March 31, 2018)
I Outline of the Group’s Business1. The Current Business Development and Results of Operations
With regard to the pachislot and pachinko industry, in the pachislot machine market, sales of new
machines have continued to be sluggish. Meanwhile, in the pachinko machine market, titles receiving
high appraisal are arising mainly in some series with successful track records. On the other hand, “Rules
for Partial Revision of Ordinance for Act on Control and Improvement of Amusement Business, etc.,
and Regulations for the Verification of Licenses, Formats, and Other Aspects of Pachislot and Pachinko
Machines” was enforced on February 1, 2018. In addition, Nihon Dendo-shiki Yugiki Kogyo Kyodo
Kumiai (Nichidenkyo), a union of pachislot machine manufacturers, and Nihon Yugiki Kogyo Kumiai(Nikkoso), a union for pachinko machine manufacturers, revised voluntary regulations based on theregulatory revision. In order to revitalize the market going ahead, it is essential to develop and supply
machines that are capable of appealing to a wide range of players and conforming to the regulatory
revision and new voluntary regulations.
Regarding the environment of the Entertainment Contents Business, a slowdown in the spread ofsmartphones in Japan and the predominance of leading publishers are accelerating in the market for
digital games for smart devices. Therefore, provision of higher-quality content is expected, resulting in atrend of longer development lead times and higher operating costs. Meanwhile, in overseas business,
future growth is expected mainly in Asia. With regard to the packaged game software market,
expectations are rising for future expansion of the market due to the penetration of hardware of home
video game console. In the PC games market, game distribution platforms such as Steam are expanding.
As for the market for amusement centers and amusement machines, signs of improvement in facilities
utilization and expansion of the player base are showing mainly in prizes.
In the resort industry, although the growth rate is slowing down, the number of foreign visitors to Japanis increasing constantly, and an upward trend in the hotel occupancy rate is still evident. With a view toestablishing Japan as a popular tourist destination, a bill concerning the promotion of the establishmentof specified integrated resort areas (Integrated Resort Promotion Bill) was established, issued andenforced.
In this business environment, net sales for the fiscal year ended March 31, 2018 amounted to ¥323,664
million, a decrease of 11.8% from the previous fiscal year. The Group posted an operating income of¥17,720 million (a decrease of 40.0% from the previous fiscal year), ordinary income of ¥14,578 million(a decrease of 48.9% from the previous fiscal year) and profit attributable to owners of parent of ¥8,930
million (a decrease of 67.7% from the previous fiscal year).

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》
The sales schedule for the second half of the fiscal year was significantly revised due to the regulatory
revision, leading to overall sales of pachislot machines of 85 thousand units (Overall sales of pachislot
machines were 215 thousand units for the previous fiscal year), and overall sales of pachinko machinesof 140 thousand units (Overall sales of pachinko machines were 138 thousand units for previous fiscal
year).
As a result, net sales in this segment were ¥105,649 million (a decrease of 28.7% from the previous
fiscal year) and operating income was ¥11,923 million (a decrease of 54.7% from the previous fiscal
year).
15

[English Translation of Convocation Notice Originally Issued in the Japanese Language]《Entertainment Contents》
In the field of digital game software, in addition to existing titles, the Group launched new titles such as“Magia Record : Puella Magi Madoka Magica Side Story,” that f4samurai, Inc. (a consolidated
subsidiary of the Company) develops and operates and “Ｄ×２ Shin Megami Tensei Liberation,” thefirst title for smartphones in the packaged game software series “Shin Megami Tensei.” However, thenumber of new titles launched was lower than the initial estimate.
In the packaged game software field, in addition to launching new titles including “SONIC MANIA”
and “SONIC FORCES” from the “SONIC” series, cumulative worldwide sales of “Persona5” whichbegan overseas development in the current fiscal year exceeded 2,000 thousand copies. Also, throughsales from previously launched titles (catalog titles), sales amounted to 17,330 thousand copies (10,280
thousand copies for the previous fiscal year).
In the amusement machine field, sales were robust for CVT KIT and prize game machines including“UFO CATCHER” series.
In the amusement center operations field, like-for-like sales were 101.9% compared with the previous
fiscal year. The Group worked to enhance amusement center operations with focus on prize.
In the animated film and toy field, the Group recorded income from distributing the theater film
“Detective Conan Crimson Love Letter,” which obtained the top spot in the box office ranking forJapanese movies in 2017, and income from the online distribution of animation. In addition, the Group
implemented the sale of new toy products including “Disney&Disney/Pixar Characters Dream Switch”
and mainstay toy products including “ANPANMAN” series.
As a result, net sales in this segment were ¥208,081 million (an increase of 1.2% from the previous
fiscal year) and operating income was ¥14,841 million (an increase of 32.8% from the previous fiscal
year).
《Resort》
In the Resort Business, owing to factors including the opening of “THE LIVING GARDEN,” and anincrease in the number of SEAGAIA PREMIUM MEMBERS CLUB members, the increase in thenumber of guests resulted in 8% compared with the previous fiscal year at “Phoenix Seagaia Resort,”
one of the leading resorts in Japan.
However, the Resort Business reported a decrease in income due to sales of a portion of shares of acompany engaged in the development and operations of an indoor theme park in the previous fiscal year.
In addition, by the outbreak of the prior investment costs for the full-hedged integrated resort business,margin of loss increased from the previous fiscal year.
As a result, net sales in this segment were ¥9,932 million (a decrease of 23.7% for the previous fiscal
year) and operating loss was ¥2,502 million (operating loss of ¥2,244 million for the previous fiscal
year).
Overseas, PARADISE SEGASAMMY Co., Ltd. (affiliate accounted for using the equity method), a
joint venture between Paradise Co., Ltd. and the Group opened South Korea’s first integrated resort“PARADISE CITY” in April, 2017. It has served many visitors and signs of gradual improvement in
profitability were seen.

2. Issues to be Addressed
In the pachislot and pachinko industry, amidst the significant reforms in the regulation environment
and market environment such as the regulatory revision conducted in February 2018, while the numberof pachinko parlors is on a declining trend, the trend of larger pachinko parlors is progressing and thenumber of machines in each parlor is increasing. Under these circumstances, in the Pachislot andPachinko Machines Business, it is necessary for the Group to develop and supply products with
innovative gameplay that meet market needs and comply with regulations to maintain and expand
market share. In addition, the need to improve profitability by increasing efficiency in areas such as
development and by reducing costs through such means as the reuse of pachislot and pachinko machineparts is considered as a management issue.
With regard to Entertainment Contents Business, in the digital game software market, with thecompetitive environment intensifying in Japan, the general trend is that a title will become a hit if it
16

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
utilizes leading IPs on top of being high in quality. With regard to the packaged game software market,
expectations are rising for future expansion of the market due to the penetration of hardware of home
video game console. In the PC games market, game distribution platforms such as Steam are expanding.
In this environment, a key issue for management is the need to launch titles that utilize IPs, actively
conduct overseas development, and create global hit titles.
With regard to Resort Business, through the development and operation of resort facilities in Japan aswell 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.
The Group aims to achieve an operating income margin of 15% and ROA (return on assets) of 5% for
the fiscal year ending March 31, 2020. To achieve the targets for the fiscal year ending March 31, 2020,
the Group's management issue is to improve the profit margin and enhance capital efficiency in themedium term by promoting allocation of management resources to growth businesses such as digital
games and integrated resorts, as well as improving profitability of the core businesses centered on the
Pachislot and Pachinko Machines Business.

3. Fund Procurement, etc.
(1) Fund Procurement
The Company concluded commitment line contract with financial institutions covering ¥55,000
million aimed at securing medium- to long-term capital liquidity and otherwise providing a Groupwide safety net.
Regarding fund procurement for the fiscal year ended March 31, 2018, the Company procured¥10,000 million by borrowings from financial institutions, for the purpose of securing medium- tolong-term working capital, and concluded new commitment line contracts covering ¥25,000
million.
For effective use of the Group funds, the Group is operating the Cash Management System(“CMS”) involving seventeen Group companies including the Company, Sammy Corporation and
SEGA Holdings Co., Ltd. etc.
(2) Capital Expenditures
The Group’s capital expenditures totaled ¥24,196 million, including ¥3,656 million in the pachislot
and pachinko machines business, ¥17,254 million in the entertainment contents business and¥1,961 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, 2018.
(4) Business Transfer from Other Companies
There is no applicable material information for the fiscal year ended March 31, 2018.
(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, 2018.
(6) Acquisition or Disposition of Stocks and Other Interests or Share Subscription Rights, etc., of
Other Companies
There is no applicable material information for the fiscal year ended March 31, 2018.

17

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
4. Assets and Profits and Losses for the Previous Fiscal Years
Fiscal YearItem
Net sales(¥ million)
Ordinary income (¥ million)
Profit (loss)
attributable to(¥ million)
owners of parent
Net income (loss)(¥)
per share
Total assets(¥ million)
Net assets(¥ million)

FY2015FY2016FY2017
From April 1, 2014 From April 1, 2015 From April 1, 2016
To March 31, 2015 To March 31 2016 To March 31 2017

FY2018From April 1, 2017
To March 31 2018366,813
16,879347,981
16,409366,939
28,542

323,664
14,578(11,375)

5,369

27,6078,930(46.70)22.90

117.7938.10

528,659
532,957
521,599473,505
322,452
299,950
311,497
310,456
Notes: 1. Figures shown in millions of yen have been rounded down to the nearest million.
2. Net income (loss) per share is calculated based on the average number of shares outstanding
during the period.
3. From the fiscal year ended March 31, 2016, some of the consolidated subsidiaries of theCompany have changed revenue recognition methods for sales of merchandise and finishedgoods, etc. and revenue presentation for the digital game software field. Accordingly, therelevant key management indices for the fiscal year ended March 31, 2015 are restated afterreflecting retroactive treatments.

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 (Minato-ward, Tokyo)(2) Office of the main subsidiaries① Sammy Corporation
Head Office (Toshima-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)
Roppongi Office (Minato-ward, Tokyo)

18

[English Translation of Convocation Notice Originally Issued in the Japanese Language]④ SEGA ENTERTAINMENT Co., Ltd.
Amusement Center Operating Locations: (189 locations)(3) Employees of the Group
Number of employees (change from end of previous year) 7,726 (87 up)
Note: The number of employees includes full-time staff and staff on loan, but not temporary
employees.

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%SEGA Holdings Co., Ltd.

¥44,092 million

100.0％

Company

RODEO Co., Ltd.

¥100 million

TAIYO ELEC Co., Ltd.

¥100 million

SEGA Games Co., Ltd.

¥100 million

SEGA Interactive Co., Ltd.

¥100 million

Sega Logistics Service Co., Ltd.

¥100 million

SEGA ENTERTAINMENT
Co., Ltd.

¥100 million

DARTSLIVE Co., Ltd.

¥10 million

Sega Amusements InternationalLtd.

￡25,972
thousand
US$110,000
thousand￡10,000
thousand￡0
thousandSega of America, Inc.
Sega Europe Ltd.
Sega Publishing Europe Ltd.
ATLUS CO., LTD.

¥10 million

Sammy Networks Co., Ltd.

¥100 million

SEGA TOYS CO., LTD.

¥100 million

TMS ENTERTAINMENT CO.,LTD.

¥100 million

19100.0%(Note 1)100.0%(Note 1)100.0％(Note 1)100.0％(Note 1)100.0%(Note 1)100.0%(Note 1)100.0%(Note 1)100.0%(Note 1)100.0%(Note 1)100.0%(Note 1)100.0%(Note 1)100.0%(Note 1)100.0%(Note 1)100.0%(Note 1)100.0%(Note 1)Main business
Development/manufacture/sales ofpachislot and pachinko machines
Management of SEGA Group and allbusinesses appertaining thereto
Development/manufacture/sales ofpachislot machines
Development/manufacture/sales ofpachislot and pachinko machines
Planning/development/sales ofgame-related content for mobiles, PCs,
smart devices and home video gameplatforms
Development/manufacture/sales ofamusement machine
Maintenance service, transportation andwarehouse business
Operation of amusement centers
Planning/development/sales of gameequipment and game software
Import/manufacture/sales of amusement
equipment
Development/management/sales of home
video game software
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
and Internet, 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 ofissuedsharesCapitalMain business

Production of computer graphics
animations, planning/production ofanimated movies, licensing businessInformation providing service, call center
100.0%JMS-United Co.,Ltd.
¥100 million(Note 2)
service and temporary staffing service
Operation of resort facilities, including
hotels, spas, golf courses,
PHOENIX RESORT CO., LTD.
¥93 million
100.0%
restaurants and international conference
halls
Development and operation of a complex
KR₩124,000
100.0%SEGA SAMMY BUSAN INC.
comprised of hotel, entertainment
million (Note 1,3)
facilities, commercial facilities, etc.
Development/production/sales of casino
SEGA SAMMY CREATION¥10 million
100.0%
INC.
gaming machines
Notes: 1. Percentage of ratio of issued shares includes rights of indirectly owned shares.
2. Japan Multimedia Services Corporation changed its name to JMS-United Co.,Ltd. on October 1,
2017.
3. At the Board of Directors’ meeting held on April 6, 2018, the Company resolved dissolve andliquidate SEGA SAMMY BUSAN INC.
MARZA ANIMATION
PLANET INC.

¥100 million

100.0%(Note 1)

(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
subsidiary3-1-1, Higashi-Ikebukuro, Toshima-ward,Tokyo
1-39-9, Higashi-Shinagawa,Shinagawa-ward, Tokyo

Book value of shares ofwholly owned subsidiary¥153,307 million¥123,865 million

Note: Amount of total assets of the Company: ¥417,017 million

8.

Main Banks and Borrowings
Lenders
Balance of loans payable
The Bank of Tokyo-Mitsubishi UFJ, Ltd. (Note 1)¥14,000 million
Sumitomo Mitsui Banking Corporation (Note 2)¥12,000 million
Mizuho Bank, Ltd.
¥4,000 million
Resona Bank, Limited¥4,000 million
The Bank of Yokohama, Ltd.
¥3,988 million
Aozora Bank, Ltd.
¥3,500 million
Mitsubishi UFJ Trust and Banking Corporation¥2,000 million
Sumitomo Mitsui Trust Bank, Limited¥2,000 million
Shinsei Bank, Limited¥2,000 million
The Hokuriku Bank, Ltd.
¥2,000 million
Others¥5,011 million
Total¥54,500 million
Note: 1. The Bank of Tokyo-Mitsubishi UFJ, Ltd. has changed its name to MUFG Bank, Ltd. on April 1, 2018.
2. In addition to the above, the Company has ¥7,500 million of privately placed bonds underwritten by
Sumitomo Mitsui Banking Corporation.

20

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

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 with business expansion.

10. Other Significant Events of the Group
There is no applicable material information for the fiscal year ended March 31, 2018.

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

80,3304.

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

Name of shareholder
HS Company

35,308,000

15.06

FSC Co., Ltd.

13,562,840

5.78Japan Trustee Services Bank, Ltd. (Trust account)

10,754,900

4.58

Hajime Satomi

7,721,338

3.29

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

7,084,500

3.02

ORBIS SICAV

4,599,019

1.96

JP MORGAN CHASE BANK 385632

4,055,122

1.73

Japan Trustee Services Bank, Ltd. (Trust account 5)
3,790,400
STATE STREET BANK WEST CLIENT - TREATY
3,236,893
505234GOLDMAN, SACHS& CO. REG
3,195,848
Note: Shareholding ratio was calculated excluding treasury stock (31,850,504 shares).

21

1.61
1.38
1.36

[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, 2018)
Title and Areas of Responsibility
Chairman and CEO(Representative Director)

Name
Hajime Satomi

President and COO(Representative Director)
in charge of Executive Secretariat
Division, President’s Office,
Haruki Satomi
Group Internal Control Office,Group CSR Promotion Officeand Internal Audit OfficeSenior Executive Vice President(Director of the Board)in charge of New BusinessNaoya Tsurumi
Development Department,
Corporate Business Promotion
Department
Executive Vice President and
CFO (Director of the Board)in charge of Finance &Koichi Fukazawa
Accounting Division, General
Affairs Division and Japan
Integrated Resort Business
Department
Executive Vice President
Hideki Okamura(Director of the Board)
Director of the Board
Yuji Iwanaga
Director of the Board

Takeshi Natsuno

Director of the Board
Standing Audit & Supervisory
Board Member
Audit & Supervisory Board
MemberAudit & Supervisory Board
MemberKohei Katsukawa

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.

Vice Chairman of the Board,
SEGA Holdings Co., Ltd.

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

Shigeru Aoki
Yukito Sakaue

Standing Audit & Supervisory Board Member,
SEGA Holdings Co., Ltd.

Tomio Kazashi

Audit & Supervisory Board Member,
SEGA Holdings Co., Ltd.,
AttorneyNotes:1. Yuji Iwanaga, Takeshi Natsuno and Kohei Katsukawa are External Director of the Board as
stipulated in Article 2, Clause 15 of the Companies Act.
2. Tomio Kazashi and Mineo Enomoto are External Audit & Supervisory Board Member as
stipulated in Article 2, Clause 16 of the Companies Act.
3. The Company has submitted an Independent Directors/Audit & Supervisory Board Members
Notification Form to register Directors Yuji Iwanaga, Takeshi Natsuno and Kohei Katsukawa,
Audit & Supervisory Board Member Tomio Kazashi and Mineo Enomoto as Independent
Directors/Audit & Supervisory Board Members at Tokyo Stock Exchange, Inc.
4. 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 has seven executive officers: Yuichi Amari, Managing Director of Executive
Secretariat Division; Makoto Takahashi, Managing Director of President’s Office; Toru
Nakahara, General Counsel; Yoichi Owaki, Managing Director of Finance & Accounting
Division; Hiroshi Ishikura, Managing Director of Group Internal Control Office, Group CSR

Audit & Supervisory Board
Member

Mineo Enomoto

22[English Translation of Convocation Notice Originally Issued in the Japanese Language]
Promotion Office and Internal Audit Office; Takaharu Kato, Managing Director of General
Affairs Division; Seiichiro Kikuchi, Assistant to General Affairs Division.
5. Senior Executive Vice President (Director of the Board) Naoya Tsurumi retired from his
position as a Vice Chairman of the Board of SEGA Holdings Co., Ltd. on March 31, 2018.
6. Changes made in the title, area of responsibilities and important concurrent Posts outside theCompany of Directors on and after April 1, 2018 are as follows: Chairman and CEO(Representative Director) Hajime Satomi assumed the position of Chairman and Group CEO(Representative Director); President and COO (Representative Director) Haruki Satomi
assumed the position of President and Group COO (Representative Director); Executive
Vice President and CFO (Director of the Board) Koichi Fukazawa assumed the position of
Executive Vice President and Group CFO (Director of the Board).
7. Since April 1, 2018, the Company has the following seven executive officers: Yuichi Amari,Managing Director of Executive Secretariat Division; Makoto Takahashi, Managing Directorof Group Executive Office; Toru Nakahara, General Counsel; Yoichi Owaki, Managing
Director of Finance & Accounting Division; Hiroshi Ishikura, Managing Director of GroupInternal Control Office, Group CSR Promotion Office and Internal Audit Office; Koichi
Takahashi, Assistant to General Affairs Division; Takaharu Kato, Managing Director of
General Affairs Division.
8. At the Ordinary General Meeting of Shareholders held on June 23, 2017, Izumi Ogata waselected as a Substitute External Audit & Supervisory Board Member in accordance with
Article 329, paragraph 3 of the Companies Act in preparation for the case where the number
of External Audit & Supervisory Board Members becomes less than the number prescribedby the laws and regulations.
2. Total Remuneration, etc., to Directors and Audit & Supervisory Board Members
Title
Number of individuals Remuneration, etc.
Directors
8¥780 million(of which External Directors)(3)(¥46 million)
Audit & Supervisory Board Members
3¥40 million(of which External Audit & Supervisory Board Members)(2)(¥22 million)
Total
11¥820 million
Notes: 1. Remuneration, etc. to Directors (excluding External Directors) includes bonuses of ¥269
million and expenses concerning share subscription rights granted as stock options for theyear of ¥32 million.
2. The remuneration limit for Directors is ¥1,000 million, pursuant to the resolution at theOrdinary General Meeting of Shareholders on June 19, 2012.
3. The remuneration limit for Audit & Supervisory Board Members is ¥50 million, pursuant to
the resolution at the Ordinary General Meeting of Shareholders of Sammy Corporation on
June 25, 2004, and at the Ordinary General Meeting of Shareholders of SEGACORPORATION on June 29, 2004.

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.

23

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
4. External Directors and Audit & Supervisory Board Members(1) Main Activities of External Directors and Audit & Supervisory Board Members
Title

Name

Major Activities
He attended 14 Board of Directors meetings out of
the 14 meetings during the year (12 out of 12 regularmeetings) and expressed his opinion on professional
External Director
Yuji Iwanaga
and managerial view points as an attorney. He also
made some proposals to secure the adequateness andfairness of decision making of the Board of
Directors.
He attended 13 Board of Directors meetings out of
the 14 meetings during the year (11 out of 12 regularmeetings) and expressed his opinion on managerial
External Director
Takeshi Natsuno
viewpoints. He also made some proposals to secure
the adequateness and fairness of decision making of
the Board of Directors.
He attended 13 Board of Directors meetings out of
the 14 meetings during the year (11 out of 12 regularmeetings) and expressed his opinion on managerial
External Director
Kohei Katsukawa
viewpoints. He also made some proposals to secure
the adequateness and fairness of decision making of
the Board of Directors.
He attended 14 Board of Directors meetings out of
the 14 meetings during the year (12 out of 12 regularmeetings) and expressed his opinion on managerial
viewpoints. He also made some proposals to secure
External Audit &the adequateness and fairness of decision making of
Tomio Kazashi
Supervisory Board Member
the Board of Directors.
He also attended 15 Audit & Supervisory Board
meetings out of the 15 meetings during the year
exchanging the opinions on auditing results anddeliberating the significant issues related to audits.
He attended 12 Board of Directors meetings out of
the 14 meetings during the year (10 out of 12 regularmeetings) and expressed his opinion on professionaland managerial viewpoints as an attorney. He also
made some proposals to secure the adequateness andExternal Audit &Mineo Enomoto fairness of decision making of the Board ofSupervisory Board Member
Directors.
He also attended 13 Audit & Supervisory Board
meetings out of the 15 meetings during the year
exchanging the opinions on auditing results anddeliberating the significant issues related to audits.
(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 subsidiary5¥69 million¥－ million

24

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

Consolidated Balance Sheet(As of March 31, 2018)

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
Deferred tax assets
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

Amount277,350
157,896
29,33924,694
8,036
18,347
14,1904,454
5,018
15,630(259)
196,155
78,14533,826（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
Deferred tax liabilities
Other
Noncurrent liabilities
Bonds payable

84,484
21,716
15,83810,0001,482
13,011
5,872
608
18
1,734
32
14,16978,56422,5003,613

Long-term loans payable

38,661

9,280

Net defined benefit liability

3,572

23,741
1,603
6,079
23,4838,541
14,942
94,52670,216
1,549
12,180
1,908
1,412
7,707
(449)

Deferred tax liabilities
Deferred tax liabilities for land
revaluation
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-for-sale 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
473,505
Total liabilities and net assets
Note: Figures shown in millions of yen have been rounded down to the nearest million.

25

1,852
640
2,234
420
8,682
163,049
299,691
29,953
117,345
207,174(54,781)
8,259
10,52817340(2,147)
(479)
819
1,685
310,456
473,505

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

Consolidated Statement of Income(From April 1, 2017 To March 31, 2018)

Item
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividends income
Gain on investments in partnership
Gain on valuation of compound financial instruments
Other
Non-operating expenses
Interest expenses
Equity in losses of affiliates
Commission fee
Loss on investments in partnership
Foreign exchange losses
Loss on retirement of noncurrent assets
Settlement package
Other
Ordinary income

26(Unit: millions of yen)Amount323,664
202,930
120,734
103,013
17,720
361
952
888
52
1,008
712
4,368
86
77
49
619
7
482

3,262

6,404
14,578

[English Translation of Convocation Notice Originally Issued in the Japanese Language](Unit: millions of yen)AmountItem
Extraordinary income
Gain on sales of noncurrent assets
64
Gain on sales of investment securities
532
Gain on reversal of provision for dismantling of fixed assets
233
Gain on reversal of restructuring loss
124
Other
22
Extraordinary loss
Loss on sales of noncurrent assets
220
Impairment loss
2,474
Loss on valuation of investment securities
142
Early extra retirement payments
22
Other
283
Income before income taxes
Income taxes-current
2,541
Income taxes-deferred
503
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.

27

977

3,142
12,413
3,045
9,368
437
8,930

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

Non-Consolidated Balance Sheet（As of March 31, 2018）
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
Deferred tax assets
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

Amount

Item(Unit: millions of yen)AmountLiabilities
Current liabilities
Current portion of long-term loans
payableCurrent portion of bonds
Accounts payable-other
Income taxes payable

52,645
19,393547
22,615589
4,689

Accrued expenses

2,715
98
1,996
364,372
5,854
643
562
0
1,276
34
667
1,418
1,250
57
38
18
358,460
28,844
317,771

Deposits received
Unearned revenue
Provision for bonuses
Provision for directors' bonuses
Asset retirement obligations
Other
Noncurrent liabilities
Bonds payable
Long-term loans payable
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

44,357
15,32810,000
1,909
173
538
15,668
2
113
269
61
292
72,33322,50038,660
8,000
85
2,729
359
116,690292,298
29,953
192,244
29,945

1,325

Other capital surplus

162,299

12,350Retained earnings

125,167

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

125,167

6
32

Other

4,652

Allowance for doubtful accounts(6,522)

Total net assets
Total assets
417,017 Total liabilities and net assets
Note: Figures shown in millions of yen have been rounded down to the nearest million.

28

125,167(55,066)
7,209
7,209
819
300,326
417,017

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

Non-Consolidated Statement of Income(From April 1, 2017 To March 31, 2018)(Unit: millions of yen)AmountItem
Operating revenue
Consulting fee income
Dividends income

6,080
7,971

14,051

Operating expenses
Selling, general and administrative expenses

9,115

9,115

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

4,935

Non-operating expenses
Interest expenses
Interest on bonds
Commission fee
Loss on investments in partnership
Loss on valuation of compound financial instruments
Provision of allowance for doubtful accounts
Other
Ordinary income
Extraordinary income
Gain on sales of investment securities
Gain on sales of noncurrent assets

275
125
824
389
73
285

1,973

582
300
79
47
61
1,299
197

2,567
4,341

18
0

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

19
4,360

(336)
(673)

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

29(1,010)5,370

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

Independent Auditor’s Report
May 10, 2018
The Board of Directors
SEGA SAMMY HOLDINGS INC.
KPMG AZSA LLC
Kiyoyuki Sakurai (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Naoya Miyaki (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yoichi Ueno (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

We have audited the consolidated financial statements, comprising the consolidated balance sheet, theconsolidated statement of income, the consolidated statement of changes in net assets and the related notesof SEGA SAMMY HOLDINGS INC. as at March 31, 2018 and for the year from April 1, 2017 to March 31,2018 in accordance with Article 444-4 of the Companies Act.
Management’s Responsibility for the Consolidated 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.
Auditor’s Responsibility
Our responsibility is to express an opinion on the consolidated financial statements based on our audit as
independent auditor. We conducted our audit in accordance with auditing standards generally accepted inJapan. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on our judgment, including theassessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error. In making those risk assessments, we consider internal control relevant to the entity’s preparationand fair presentation of the consolidated financial statements in order to design audit procedures that areappropriate in the circumstances, while the objective of the financial statement audit is not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness of accounting estimates made bymanagement, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.

30

[English Translation of Convocation Notice Originally Issued in the Japanese Language]
OpinionIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position and the results of operations of SEGA SAMMY HOLDINGS INC. and its consolidated
subsidiaries for the period, for which the consolidated financial statements were prepared, in accordance withaccounting principles generally accepted in Japan.
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed pursuant to theprovisions of the Certified Public Accountants Law 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.

31

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

Independent Auditor’s Report
May 10, 2018
The Board of Directors
SEGA SAMMY HOLDINGS INC.
KPMG AZSA LLC
Kiyoyuki Sakurai (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Naoya Miyaki (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yoichi Ueno (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
We have audited the financial statements, comprising the balance sheet, the statement of income, the statementof changes in net assets and the related notes, and the supplementary schedules of SEGA SAMMYHOLDINGS INC. as at March 31, 2018 and for the year from April 1, 2017 to March 31, 2018 in accordancewith Article 436-2-1 of the Companies Act.
Management’s Responsibility 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.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial statements and the supplementary schedules basedon our audit as independent auditor. We conducted our audit in accordance with auditing standards generally
accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements and the supplementary schedules are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements and the supplementary schedules. The procedures selected depend on our judgment,
including the assessment of the risks of material misstatement of the financial statements and the
supplementary schedules, whether due to fraud or error. In making those risk assessments, we consider
internal control relevant to the entity’s preparation and fair presentation of the financial statements and the
supplementary schedules in order to design audit procedures that are appropriate in the circumstances, while
the objective of the financial statement audit is not for the purpose of expressing an opinion on theeffectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements and the supplementary schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.

32

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

OpinionIn 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 SEGA SAMMY HOLDINGS INC. forthe period, for which the financial statements and the supplementary schedules were prepared, in accordancewith accounting principles generally accepted in Japan.
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed pursuant to theprovisions of the Certified Public Accountants Law 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.

33

[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 14th fiscal year from April 1, 2017 through March 31, 2018
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 of duties, 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 andother important 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 theoperations and assets at the head 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 relevantlaws and regulations and the Articles of Incorporation, as well as the details of the resolutions of theBoard of Directors regarding the organization of the system stipulated in Article 100, Paragraph 1
and 3 of the 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 businessexecution by a joint 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 and its 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 tonon-consolidated 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 to34

[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 inregard 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 11, 2018
Audit & Supervisory Board,
SEGA SAMMY HOLDINGS INC.
Shigeru Aoki, Standing Audit & Supervisory Board Member
Yukito Sakaue, Audit & Supervisory Board Member
Tomio Kazashi, Audit & Supervisory Board Member (External)
Mineo Enomoto, Audit & Supervisory Board Member (External)

35