August 23, 2024
Name of listed company:
Bandai Namco Holdings Inc.
Name of representative:
Masaru Kawaguchi,
President and Representative Director(Code Number: 7832 TSE Prime Market)
Contact: Yuji Asako, Director

Notice of Capital and Business Alliance with TOHO CO., LTD.( Code Number:9602)
Bandai Namco Holdings Inc. (the “Company”) hereby announces that the Company resolved today to form
a capital and business alliance with TOHO CO., LTD (“TOHO”). With the synergistic effects of utilizing thestrengths of both companies, the Company aims to further strengthen the Bandai Namco Groupʼs IP axisstrategy* in the global market by way of planning and development of IP, including production of visual
products related thereto, and the rollout of IP products and services, etc.
*The Bandai Namco Groupʼs strategy, through which the Bandai Namco Group aims to maximize IP(characters and other intellectual property) value by leveraging IP worldviews and providing the optimal
products and services in the optimal regions at the optimal times.
1. Reason for and objective of the capital and business allianceIn accordance with its Purpose, “Fun for All into the Future,” and Mid-term Vision, “Connect with Fans,” theBandai Namco Group is committed to, through dreams, fun, and inspiration created by entertainment,connecting with all stakeholders, including fans and partner companies, and creating the future together
with them.
The TOHO Group created the corporate slogan, “Entertainment for YOU, inspiring customers around theworld,” as stated in “TOHO VISION 2032-Toho Group Management Strategy” formulated in preparation for
the 100th anniversary of the founding, is committed to providing entertainment that meets expectations bycustomers.
The Bandai Namco Group does not confine itself to its own operations and instead collaborates with partners
outside the Group to newly create IP and roll out products and services through a variety of approaches. With
the synergistic effects of utilizing both companiesʼ strengths, including expertise possessed by TOHO in
creation of globally accepted IP and production of visual products and the Bandai Namco Groupʼs expertisein IP rollout in a wide range of categories of products and services, the Bandai Namco Group will newly create
IP and pursue the maximization of IP value in the global market through product and marketing rollout withan IP-centered approach.
12. Details of the business alliance
Development of IP, Utilization of IP in Japan and overseas
3. Details of the capital alliance
In order to establish a new cooperative relationship between both companies and promote the businessalliance more strongly, both companies will acquire each other's shares as follows:
TOHOʼsshares

tobeacquired by the Company
Type of shares to be acquired
Aggregate amount of acquisition

The Companyʼs shares to beacquired by TOHO

Common shares
Approx JPY 2,500 million

Approx JPY 2,500 million

460,000 shares

830,000 shares(0.25% of total number of(0.13% of total number ofissued shares)

issued shares)

price of shares to be acquired
Aggregate number of shares tobe acquired
Method of acquisition

Off-floor trading (ToSTNeT-1) on the Tokyo Stock Exchange

Date of completion of acquisition

August 23, 2024

4. Overview of the counterparty to the capital and business alliance (as of the end of February 2024)
(1)

Name

TOHO Co., Ltd.

(2)

Location

1-2-2, Yurakucho, Chiyoda-ku, Tokyo(3)

Job title and name ofrepresentative

Hiroyasu Matsuoka, President- Cinema business(4)Description of business- Theatrical business- Real estate business(5)

Share capital

JPY 10,355 million(6)

Date of establishment

Established in August 1932

(7)

Number of employees

3,617 (consolidated)(8)

Major shareholders andshareholding percentages

Hankyu Hanshin Holdings, Inc.

13.03

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

9.88

Hankyu Hanshin Properties Corp.

8.66

H2O RETAILING CORPORATION

7.03

Custody Bank of Japan, Ltd. (Trust Account)

4.42

FUJI MEDIA HOLDINGS, INC.

2.82

TOKYO BROADCASTING SYSTEM TELEVISION, INC.

2.58TAKENAKA CORPORATION

2.16

MARUI GROUP CO., LTD.

1.47

2STATE STREET BANK WEST CLIENT - TREATY 505234(Standing Proxy: Settlement & Clearing Services
1.22
Department of Mizuho Bank, Ltd.)The Company holds 196,140 shares ofTOHO.

Capital relationship

TOHO holds 1,981,584 shares of theCompany.

Personnel
Relationship between the(9)Not applicable.

relationship

Company and TOHOTOHO has a business relationship
Businessrelated to the cinema business, etc.,

relationshipwith BANDAI CO., LTD., a subsidiaryof the Company.

Status as a related

Not applicable.

party
(10)

Operating results and financial position of TOHO for the last three years (consolidated)(Millions of yen, unless otherwise noted)
Fiscal year

Fiscal year ended

Fiscal year ended

February 28, 2022

February 28, 2023

Net assets

409,181423,691

484,755

Total assets

502,532

534,097

615,826

Net assets per share (Yen)2,241.23

2,344.59

2,637.30

Operating revenue

228,367

244,295

283,347

Operating profit

39,94844,88059,251

Ordinary profit

42,79047,81563,02429,56833,43045,283

Net profit per share (Yen)

167.24190.37259.51

Dividend per share (Yen)

45.00

60.00

85.00

Fiscal year

Profit attributable to ownersof parent

ended February
29, 2024

5. Timetable
Date of resolution at the meeting of the Board of Directors:

August 23, 2024

Date of conclusion of the capital and business alliance agreement: August 23, 2024
Date of acquisition of shares:

August 23, 2024

6. Future outlook
The Company recognizes that the impact of the capital and business alliance on the Company’s businessperformance is negligible at this point.
The Company will promptly disclose any matters that should be announced in the future, such as revisions3

to forecasts of the Company’s business performance.

- This document is a translation of the original Press Release in Japanese. Bandai Namco Holdings Inc. provides
this translation for your reference and convenience only and without any warranty as to its accuracy orotherwise. In the event of any discrepancy, the original Press Release in Japanese shall prevail.

4