Consolidated Financial Report for the Second Quarter of
the Fiscal Year Ending March 31, 2020

November 7, 2019DISCLAIMER- BANDAI NAMCO Holdings Inc. provides this translation for your reference and convenience only and without any
warranty as to its accuracy or otherwise. In the event of any discrepancy, the original “Kessan Tanshin” in Japanese
shall prevail.
- This document contains forward-looking statements that are based on management’s estimates, assumptions andprojections at the time of publication. A number of factors could cause actual results to differ materially fromexpectations.

Stock Listing: Tokyo Stock Exchange
Code Number: 7832
(URL: https://www.bandainamco.co.jp/)
November 7, 2019

Consolidated Financial Report for the Second Quarter of
the Fiscal Year Ending March 31, 2020 (Japanese GAAP)
Representative:
Mitsuaki Taguchi, President and Representative Director
Contact:
Yuji Asako, Director, Division General Manager of the Corporate Planning Division
Scheduled filing date of the quarterly security report:
November 12, 2019
Scheduled starting date for dividend payments:
December 6, 2019
The Financial Highlights of the Financial Results for the Quarter: Yes
The information session of the Financial Results for the Quarter: Yes (for institutional investors and analysts)* Figures are in millions of yen, rounded down
1. Consolidated Results for the Second Quarter of the Fiscal Year Ending March 31, 2020
(April 1, 2019 to September 30, 2019)(1) Consolidated Operating Results (For the Six Months Ended September 30, 2019)

Second Quarter of the Fiscal YearEnding March 31, 2020
Second Quarter of the Fiscal Year
Ended March 31, 2019

Net sales¥ million
349,327%
4.4

334,665

8.4

Profit attributable toowners of parent¥ million%
34,607
1.2(Percentages indicate year-on-year changes.)
Operating profit
Recurring profit¥ million%¥ million%
47,941
9.1
48,746
6.4
43,935

25.7

Basic earnings per share

45,802

28.3

Diluted earnings per share¥
Second Quarter of the Fiscal Year
157.45Ending March 31, 2020
Second Quarter of the Fiscal Year34,18821.3
155.56
Ended March 31, 2019
(Note) Comprehensive income: 30,236 million yen [(22.5)%] (FY2020.3 2Q), 39,034 million yen [4.5%] (FY2019.3 2Q)(2) Consolidated Financial Position
Total assets
Net assets
Equity ratio¥ million¥ million%
As of September 30, 2019
588,311433,570
73.6
As of March 31, 2019
612,955
429,644
70.0(Reference) Equity: 432,865 million yen (as of September 30, 2019), 429,031 million yen (as of March 31, 2019)¥––2. Cash Dividends
End offirst quarterEnd ofsecond quarter¥18.00¥20.00

Annual cash dividends
End ofFiscalthird quarteryear-end–¥127.00

Total

Fiscal Year Ended March 31, 2019–¥145.00
Fiscal Year Ending March 31, 2020–
Fiscal Year Ending March 31, 2020–
¥20.00¥40.00(Projections)(Note) Revision to the projections of cash dividends for the Fiscal Year Ending March 31, 2020: No
Concerning the projected amount of the year-end cash dividend for the fiscal year ending March 31, 2020, the base dividend isstated based on the Company’s basic policy on the distribution of profits. The year-end cash dividend for the fiscal year ending
March 31, 2020, will be considered by the Company based on the basic policy on the distribution of profits.
3. Consolidated Projections for the Fiscal Year Ending March 31, 2020 (April 1, 2019 to March 31, 2020)(Percentages indicate year-on-year changes.)
Basic earnings
Net sales
OperatingRecurring
Profit attributable
per share
profitprofitto ownersof parent¥ million% ¥ million% ¥ million% ¥ million%¥
Full Fiscal Year
720,000(1.7)
70,000(16.7)
71,000(18.3)
50,000(21.1)
227.46(Note) Revision to the projections: No* Notes(1) Changes in Significant Subsidiaries during the Period(Changes in Specified Subsidiaries Resulting in the Change in Scope of Consolidation): No(2) Application of Special Accounting for Preparing the Quarterly Consolidated Financial Statements: Yes(Note) For more details, please refer to the section of “(3) Notes to Consolidated Financial Statements, (Application of Special
Accounting for Preparing the Quarterly Consolidated Financial Statements)” of “2. Consolidated Financial Statements andSignificant Notes” on page 8 of the attached material.
(3) Changes in Accounting Policies, Changes in Accounting Estimation and Restatementa) Changes in accounting policies due to revisions to accounting standards and other regulations: Yesb) Changes in accounting policies due to revisions to other reasons: Noc) Changes in accounting estimation: Nod) Restatement: No(Note) For more details, please refer to the section of “(3) Notes to Consolidated Financial Statements, (Changes in Accounting
Policies)” of “2. Consolidated Financial Statements and Significant Notes” on page 8 of the attached material.
(4) Number of Issued Shares (Common Stock)a) Total number of issued shares at the end of the period (including treasury stock)
As of September 30, 2019
222,000,000 shares
222,000,000 shares
As of March 31, 2019b) Number of shares of treasury stock at the end of the period
2,169,621 shares
As of September 30, 2019
2,209,402 shares
As of March 31, 2019c) Average number of shares during the period (cumulative from the beginning of the fiscal year)
219,807,530 shares
For the Second Quarter of the Fiscal Year Ending March 31, 2020
219,773,204 shares
For the Second Quarter of the Fiscal Year Ended March 31, 2019* Quarterly Consolidated Financial Reports are not required to be subjected to quarterly reviews conducted by certified public accountants
or an audit firm.
* Explanation on appropriate use of the projections of business results, etc.
- Forward-Looking Statements:
This document contains forward-looking statements that are based on management’s estimates, assumptions and projections at the timeof publication and those forward-looking statements do not purport to be a promise by the Company to achieve such results. A numberof factors could cause actual results to differ materially from expectations. Please refer to the section of “(3) Explanation Regarding
Consolidated Projections and Other Forward-Looking Statements” of “1. Qualitative Information Regarding Consolidated Results for
the Second Quarter” on page 3 of the attached material for matters pertaining to the earnings projections.
- To obtain Financial Highlights:
The Financial Highlights will be posted on the Company’s website on November 7, 2019.

Attached Material
Index
1. Qualitative Information Regarding Consolidated Results for the Second Quarter ....................... 2(1) Explanation Regarding Operating Results ......................................................................................................................... 2(2) Explanation Regarding Financial Position ......................................................................................................................... 3(3) Explanation Regarding Consolidated Projections and Other Forward-Looking Statements .............................................. 3

2. Consolidated Financial Statements and Significant Notes ................................................................ 4(1) Consolidated Balance Sheets.............................................................................................................................................. 4(2) Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income ................................... 6(Consolidated Statements of Operations) ........................................................................................................................... 6(Consolidated Statements of Comprehensive Income)....................................................................................................... 7(3) Notes to Consolidated Financial Statements ...................................................................................................................... 8(Notes on Premise of Going Concern) ............................................................................................................................... 8(Notes on Significant Changes in the Amount of Stockholders’ Equity) ........................................................................... 8(Application of Special Accounting for Preparing the Quarterly Consolidated Financial Statements) .............................. 8(Changes in Accounting Policies) ...................................................................................................................................... 8(Segment Information) ....................................................................................................................................................... 9(Significant Subsequent Events) ...................................................................................................................................... 11-1-

1. Qualitative Information Regarding Consolidated Results for the Second Quarter(1) Explanation Regarding Operating Results
During the second quarter (six months) of the fiscal year ending March 31, 2020, the economy continued to moderately
recover both in Japan and overseas. However, the outlook for the overall economy and personal consumption remained
uncertain.
In this environment, the BANDAI NAMCO Group (“the Group”) started a three-year Mid-term Plan in April 2018, under
the Mid-term Vision of “CHANGE for the NEXT: Empower, Gain Momentum, and Accelerate Evolution,” which reflects
our aspiration to achieve changes in all aspects to progress to a next stage without being bound by previous business models
and established ideas. Aiming for medium- and long-term growth, the Group has been promoting a range of measures. As
one of these initiatives, we have been taking advantage of the worldview and unique characteristics of IP (Intellectual
Property: meaning characters and other intellectual property) to further evolve the “IP Axis Strategy” that aims to maximize
IP value through the provision of the optimal products and services at the optimal possible times. The measures also include
an initiative to strengthen development in regions and businesses with high growth potential and an initiative to realize thetotal capabilities of the Group in regions around the world under the ALL BANDAI NAMCO concept.
During the second quarter (six months), the Toys and Hobby Business performed strongly atop favorable performance inproducts for the mature fan base in Japan and overseas, as did the Network Entertainment Business, which saw stableperformance in network content in Japan and overseas along with repeat sales of home video game software overseas.
Consequently, the Group’s consolidated results for the second quarter (six months) were net sales of 349,327 million yen(year-on-year increase of 4.4%), operating profit of 47,941 million yen (year-on-year increase of 9.1%), recurring profit of
48,746 million yen (year-on-year increase of 6.4%), and profit attributable to owners of parent of 34,607 million yen (yearon- year increase of 1.2%).
Operating results by segment are as follows.
Toys and Hobby Business
As for the Toys and Hobby Business, in Japan and overseas, products for the mature fan base such as plastic models of
the Mobile Suit Gundam series and collectible figures and related products such as DRAGON BALL series gained in
popularity. In Japan, products for the mature fan base performed strongly along with long-established IP toys and peripheralproducts, such as the DRAGON BALL series, the KAMEN RIDER series, the Super Sentai series, and ONE PIECE. Overseas,in the Asian region, products for the mature fan base and products such as ULTRAMAN series gained in popularity. In theAmericas and Europe, the Group promoted efforts to strengthen sales and marketing of products for both children and themature fan base.
As a result, net sales in the Toys and Hobby Business were 128,044 million yen (year-on-year increase of 14.0%), andsegment profit was 17,620 million yen (year-on-year increase of 37.2%).
Network Entertainment Business
As for the Network Entertainment Business, in network content, key titles being distributed worldwide such as the
DRAGON BALL series and ONE PIECE, and key titles in Japan such as The iDOLM@STER series, continued to enjoy stable
popularity due to ongoing measures targeting users. In home video games, the new title CODE VEIN was launched in thecurrent second quarter, while repeat sales of existing titles such as the DRAGON BALL series, TEKKEN 7, and DARK SOULS
series enjoyed popularity, primarily overseas, due to continuous measures for users.
As a result, net sales in the Network Entertainment Business were 153,036 million yen (year-on-year decrease of 1.0%),
and segment profit was 24,964 million yen (year-on-year increase of 6.6%).
Real Entertainment Business
As for the Real Entertainment Business, in amusement facilities, net sales in existing facilities in Japan was up year on
year, and we strengthened the development of new business formats that provide venue where customers are able to enjoy
experiences that only BANDAI NAMCO can offer. Net sales of arcade games did not reach the level seen in the same periodof the previous fiscal year, when a new version of a popular title was launched.
As a result, net sales in the Real Entertainment Business were 46,810 million yen (year-on-year increase of 1.6%), andsegment profit was 1,526 million yen (year-on-year decrease of 25.4%).
Visual and Music Production Business
As for the Visual and Music Production Business, we stirred up public attention through the development of IP
productions, such as the sales of visual and music package software and the holding of live events of The iDOLM@STER-2-

series, LoveLive! Sunshine!! and IDOLiSH 7, and the cinematic release of a new GIRLS und PANZER movie, leading to thoseseries gaining popularity. However, overall sales of package software did not reach the level seen in the same period of theprevious fiscal year, when the Company launched several high-added-value products, due to differences in the product mix.
As a result, net sales in the Visual and Music Production Business were 20,761 million yen (year-on-year increase of
1.0%), and segment profit was 3,837 million yen (year-on-year decrease of 19.1%).
IP Creation Business
As for the IP Creation Business, in visual production, we stirred up public attention around IP by working on a new visual
production project marking the 40th anniversary of the Mobile Suit Gundam series, which is planned for release in the third
quarter or afterward, and disseminating various information. We also took steps to strengthen our Group-wide initiatives andanimation production structure, and so forth, with a view to enhancing IP creation.
As a result, net sales in the IP Creation Business were 7,850 million yen (year-on-year decrease of 16.2%), and segment
profit was 2,255 million yen (year-on-year decrease of 10.3%).
Other Businesses
Other Businesses consist of companies that conduct businesses such as logistics support, printing, and other kinds ofadministration and operational support for each of the Group companies. We are making efforts to manage such operations
related to group support in an efficient manner.
Net sales in the Other Businesses were 15,342 million yen (year-on-year increase of 7.8%), and segment profit was 932
million yen (year-on-year increase of 66.7%).
(2) Explanation Regarding Financial Position
At the end of the second quarter of the fiscal year ending March 31, 2020, total assets stood at 588,311 million yen, adecrease of 24,644 million yen from the end of the previous fiscal year. The main factors were increases of 4,879 million yen
in finished goods and merchandise and 8,551 million yen in work in process, despite a decrease of 43,439 million yen in
cash and time deposits mainly due to cash dividends paid.
Total liabilities amounted to 154,741 million yen, a decrease of 28,570 million yen from the end of the previous fiscal
year. The main factors were decreases of 7,264 million yen in trade payables and 9,004 million yen in accrued income taxes.
Total net assets stood at 433,570 million yen, an increase of 3,926 million yen from the end of the previous fiscal year.
The main factor was an increase of 8,060 million yen in retained earnings mainly due to the recording of 34,607 million yen
in profit attributable to owners of parent despite cash dividends paid of 27,929 million yen.
As a result, the equity ratio became 73.6% compared with 70.0% at the end of the previous fiscal year.
(3) Explanation Regarding Consolidated Projections and Other Forward-Looking Statements
Looking ahead, under our three-year Mid-term Plan, which started in April 2018, we will move ahead with measures
under our main strategies—the IP axis strategy, business strategy, region strategy, and personnel strategy. By implementing
these main strategies, we aim to further strengthen the Group’s business foundation and achieve growth in global markets.
The consolidated projections for the full fiscal year ending March 31, 2020 are not revised at this time in light of factorsthat include the continuation of dramatic changes and uncertainty in the market environment both in Japan and overseas, thecoming Christmas and New Year selling season, and the planned launch of new major titles.

-3-2. Consolidated Financial Statements and Significant Notes(1) Consolidated Balance Sheets(¥ million)
Prior Fiscal Year(As of March 31, 2019)

Current 2nd quarter(As of September 30, 2019)

AssetsCurrent assets
Cash and time deposits

213,851

170,412Trade receivables

93,08386,164

Finished goods and merchandise

19,062

23,942Work in process

42,42850,980Raw materials and supplies

3,580

4,292

Other current assets

26,83629,398

(890)

(830)

397,951

364,360

Allowance for doubtful receivables
Total current assets
Fixed assets
Property, plant and equipment

87,593

95,450Intangible assets

11,845

12,500Investment securities

74,02373,023

Other investments and assets

41,90743,349Allowance for doubtful receivables

(366)

(372)

Total investments and other assets

115,564

116,000

215,003

223,950

612,955

588,311

Investments and other assets

Total fixed assets
Total assets-4-(¥ million)
Prior Fiscal Year(As of March 31, 2019)

Current 2nd quarter(As of September 30, 2019)

Liabilities
Current liabilities
Trade payables

74,804

Accrued income taxes

17,495

8,490

Provision

3,505

2,106

Other current liabilities

68,08754,758

Total current liabilities

163,893

132,896

Net defined benefit liability

10,383

10,552Other long-term liabilities

9,034

11,292

67,540Long-term liabilities

Total long-term liabilities

19,417

21,845

183,311

154,741

Common stock

10,00010,000Capital surplus

52,30852,478Retained earnings

369,315377,376

Total liabilities
Net assets
Stockholders’ equity

Treasury stock(2,298)(2,259)Total stockholders’ equity

429,326

437,594

20,19019,504

Accumulated other comprehensive income
Valuation difference on available-for-sale securities, net oftax
Deferred gains or losses on hedges, net of tax

5

(57)

Revaluation reserve for land, net of tax(5,920)(5,920)Foreign currency translation adjustments(8,864)(12,843)

Remeasurements of defined benefit plans, net of tax(5,705)(5,412)(294)(4,729)612

705

429,644433,570

612,955

588,311

Total accumulated other comprehensive income
Non-controlling interests
Total net assets
Total liabilities and net assets-5-(2) Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income(Consolidated Statements of Operations)(¥ million)
Prior 2nd quarter(From April 1, 2018
to September 30, 2018)

Current 2nd quarter(From April 1, 2019
to September 30, 2019)

Net sales

334,665

349,327

Cost of sales

210,049

215,437

Gross profit

124,615

133,889

Selling, general and administrative expenses

80,68085,947

Operating profit

43,93547,941

Interest income

222

362

Dividend income

462

569

Equity in gain of affiliated companies

405

343

Gain on valuation of derivatives

741–

Non-operating income

Other non-operating income

534

440

Total non-operating income

2,367

1,716

–

818

Non-operating expenses
Foreign exchange losses
Other non-operating expenses

500

92

Total non-operating expenses

500

911

45,802

48,746

Gain on sales of fixed assets

20

29

Gain on sales of investment securities

231–

Reversal of provision for loss on liquidation of affiliatedcompanies–

21

Other extraordinary income–

0

Total extraordinary income

252

51

Loss on valuation of stocks of affiliated companies

70

151

Other extraordinary loss

380

104

Recurring profit
Extraordinary income

Extraordinary loss

Total extraordinary loss

451

255

Profit before income taxes

45,602

48,542

Income taxes

11,89913,853

Profit

33,702

34,688(485)

80

34,18834,607

Profit (loss) attributable to non-controlling interests
Profit attributable to owners of parent-6-

(Consolidated Statements of Comprehensive Income)(¥ million)
Prior 2nd quarter(From April 1, 2018
to September 30, 2018)
ProfitCurrent 2nd quarter(From April 1, 2019
to September 30, 2019)33,702

34,688

2,180

(719)

Other comprehensive income
Valuation difference on available-for-sale securities, net oftax
Deferred gains or losses on hedges, net of tax

526

(63)

2,427

(3,995)Remeasurements of defined benefit plans, net of tax

268

292

Share of other comprehensive income of associates
accounted for using equity method

(70)

33

Foreign currency translation adjustments

Total other comprehensive income
Comprehensive income

5,331(4,451)

39,03430,23639,52030,172(485)

64

Comprehensive income attributable toComprehensive income attributable to owners of the parent
Comprehensive income attributable to non-controllinginterests-7-

(3) Notes to Consolidated Financial Statements(Notes on Premise of Going Concern)
Not applicable.
(Notes on Significant Changes in the Amount of Stockholders’ Equity)
Not applicable.
(Application of Special Accounting for Preparing the Quarterly Consolidated Financial Statements)(Calculation of taxes)
Taxes are calculated first by reasonably estimating the effective tax rate after applying tax effect accounting against
profit before income taxes for the fiscal year including the current second quarter, and next by multiplying the profit before
income taxes by such estimated effective tax rate.
(Changes in Accounting Policies)(Application of US accounting standard ASU 2014-09 “Revenue from contracts with customers”)
Effective from the first quarter ended June 30, 2019, the Company’s consolidated subsidiaries in the United States haveapplied the US accounting standard ASU 2014-09 “Revenue from contracts with customers.”
With the application of ASU 2014-09, revenue is required to be recognized at the time of transfer of promised goods orservices to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange
for those goods or services. In applying this ASU, the Company used the method to recognize the cumulative effect ofretrospective adjustments at the date of initial application.
As a result of this change, for the second quarter (six months), net sales decreased by 539 million yen, cost of sales
decreased by 903 million yen, while operating profit, recurring profit, and profit before income taxes each increased by 363
million yen. In addition, the opening balance of retained earnings increased by 936 million yen.
(Application of IFRS 16 “Leases”)
Effective from the first quarter ended June 30, 2019, some overseas consolidated subsidiaries applied IFRS 16 “Leases.”
IFRS 16 requires the recognition by the lessee for all leases in principle of right-of-use assets, being the right to use theunderlying asset, and lease liabilities, being the obligation to make lease payments. In applying the standard, the Company
used the method to recognize the cumulative effect of retrospective adjustments at the date of initial application.
As a result, the opening balance of assets, liabilities, and retained earnings increased by 3,509 million yen, 3,497 million
yen, and 12 million yen, respectively. The effect of this change on operating profit, recurring profit, and profit before income
taxes for the second quarter (six months) is immaterial.

-8-

(Segment Information)
I. Prior 2nd quarter (From April 1, 2018 to September 30, 2018)
1. Information regarding the amounts of net sales and profit/loss by reportable segment(¥ million)
Reportable segments
Adjustments(Note 2)

Consolidated
Total(Note 3)334,665–334,665

9,594

22,485(22,485)–

342,925

14,225357,150(22,485) 334,665

45,558559

46,117(2,182)Visual andRealNetwork
IP
Toys andEntertain- Entertain- Music
Creation
Hobby
ment Production
mentBusiness
Business
Business Business Business

Subtotal

108,473

151,171

45,891

17,563

6,933

Inter-segment sales
and transfers

3,848

3,440

183

2,987

Total

112,321

154,61246,074

Segment profit

12,842

23,414

2,045

Other
(Note 1)

Total

330,034

4,630

2,431

12,891

20,551

9,364

4,740

2,514

Net sales
To externalcustomers

Notes: 1.
2.

3.

43,935The “Other” category is a business segment not included in reportable segments under which operations such as
logistics services and printing for each of the Group companies are classified.
Included in the 2,182 million yen deducted from segment profit as adjustment are an addition of 595 million yen
in inter-segment eliminations, and a deduction of 2,778 million yen in corporate expenses that cannot be allocatedto any reportable segment. The corporate expenses are mainly costs related to the administration division that has
not been attributed to a reportable segment.
Segment profit is adjusted with operating profit in the consolidated statements of operations.

2. Information regarding loss on impairment of fixed assets and goodwill by reportable segment(Material loss on impairment of fixed assets)
Not applicable.
(Material changes in the amount of goodwill)
Not applicable.
(Material gains on negative goodwill)
Not applicable.

-9-II. Current 2nd quarter (From April 1, 2019 to September 30, 2019)
1. Information regarding the amounts of net sales and profit/loss by reportable segment(¥ million)
Reportable segments
Adjustments(Note 2)

Consolidated
Total(Note 3)349,327–

349,327

10,862

22,517(22,517)–356,502

15,342371,844(22,517) 349,327

50,203932

51,136(3,194)Visual andRealNetwork
IP
Toys andEntertain- Entertain- Music
Creation
Hobby
ment Production
mentBusiness
Business
Business Business Business

Subtotal

123,889

150,785

46,514

18,123

5,533

Inter-segment sales
and transfers

4,155

2,250

295

2,637

Total

128,044

153,036

46,810

Segment profit

17,62024,964

1,526

Other
(Note 1)

Total

344,847

4,479

2,316

11,655

20,761

7,850

3,837

2,255

Net sales
To externalcustomers

Notes: 1.
2.

3.

47,941The “Other” category is a business segment not included in reportable segments under which operations such as
logistics services and printing for each of the Group companies are classified.
Included in the 3,194 million yen deducted from segment profit as adjustment are an addition of 277 million yen
in inter-segment eliminations, and a deduction of 3,472 million yen in corporate expenses that cannot be allocatedto any reportable segment. The corporate expenses are mainly costs related to the administration division that has
not been attributed to a reportable segment.
Segment profit is adjusted with operating profit in the consolidated statements of operations.

2. Information regarding loss on impairment of fixed assets and goodwill by reportable segment(Material loss on impairment of fixed assets)
Not applicable.
(Material changes in the amount of goodwill)
Not applicable.
(Material gains on negative goodwill)
Not applicable.
3. Information regarding changes to reportable segments, etc.
(Application of US accounting standard ASU 2014-09 “Revenue from contracts with customers”)
As described under “Changes in Accounting Policies,” the Company’s consolidated subsidiaries in the United States
have applied US accounting standard ASU 2014-09 “Revenue from contracts with customers” effective from the firstquarter ended June 30, 2019. Consequently, they changed their method of revenue recognition to the method in whichrevenue is recognized at the time of transfer of promised goods or services to customers in an amount that reflects theconsideration to which they expect to be entitled in exchange for those goods or services.
In accordance with this change, compared to the previous method of revenue recognition, for the second quarter (sixmonths) in the Network Entertainment Business, the amount of net sales recorded decreased by 539 million yen and theamount of segment profit increased by 363 million yen.

- 10 -

(Significant Subsequent Events)(Tender offer for stock in SOTSU CO., LTD.)
The Company adopted a resolution at its board of directors meeting held on October 9, 2019 to acquire common stock
in SOTSU CO., LTD. (JASDAQ Standard Market, securities code: 3711; the “Target Company” and the “Target
Company’s Common Stock”), an affiliate of the Company to which the equity-method is applicable, through a tender offer(the “Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25 of 1948, including subsequent
amendments).
1. Purpose of the Tender Offer
In the entertainment market surrounding the Company and the Target Company, the pace of technological advancesand changes in consumer preferences are expected to accelerate, and competition in the global market is expected tointensify. Specifically, there seems to be important, long-term issues, including (i) intensification of competition in IP
creation, (ii) the diversification of customer needs, (iii) intensification of changes in the environment, (iv) increasingly
intense competition on a global scale and so on. The Company believes that it is essential to work together to addressthese issues swiftly by unifying the efforts of all companies in the BANDAI NAMCO Group in accordance with themain strategy outlined in the Mid-term Plan. More specifically, the Company believes that the following measures are
required: (1) in order to respond to changes in the environment, such as development of oligopolies in the distribution
and media fields, the widespread penetration of networks, and technological improvements, the Company will
strengthen new IP creation capability in various ways, including further strengthening the IP axis strategy, making efforts
to create product or service-originated IP and visual product-originated IP, utilizing an internal/external idea posting
system, collaborating with partner companies, and making strategic investments; (2) in order to maximize the IP value,
the Company will promote collaboration among businesses and cross-functional projects in the BANDAI NAMCO
Group, create and develop new businesses, expand the regions for product and service rollout, and swiftly respond to
new platforms; and (3) in order to become “The Leading Innovator in Global Entertainment,” which is the vision of the
BANDAI NAMCO Group, the Company must achieve business expansion in the global market. In particular, in theAmericas, Europe, and Asia, the Company will need to work to expand the existing businesses according to thecharacteristics of each region, and at the same time, enhance the IP lineup of products and services offered and thebusiness categories.
Under these circumstances, the Company decided that, in order to advance the main strategies of the BANDAI
NAMCO Group outlined in the Mid-term Plan, namely “Accelerate evolution in IP axis strategy” and “Gain momentum
with ALL BANDAI NAMCO,” more reliably and promptly, it is necessary to proceed with initiatives targeting theacceleration and expansion of its business through further strengthening the collaboration with respect to the Mobile
Suit Gundam series, which is the Target Company’s main IP in its Rights Business and which has been jointly developed
and operated with the Target Company. The Company also recognizes that synergies can be expected because theinitiative of the Target Company’s Media Business to create new IP is highly compatible with the BANDAI NAMCO
Group’s initiative to enhance the creation of new IP and the Company and the Target Company will be able to createand develop optimal IP together in collaboration and in conjunction with the various businesses of the BANDAI
NAMCO Group in the entertainment field.
2. Outline of Target Company(1) Name(2) Location(3) Name and title of representative(4) Contents of business(5) Capital(6) Date of incorporation

SOTSU CO., LTD.
9-5, Ginza 5-chome, Chuo-ku, Tokyo
Hideyuki Namba, President and Representative Director
Media business, rights business and sport business
414 million yen (as of May 31, 2019)
December 7, 1962

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3. Overview of the Tender Offer
As of October 9, 2019, the Company holds 3,340,000 shares of the Target Company’s Common Stock (shareholding
ratio: 22.79%) which are listed on JASDAQ Standard Market, and the Target Company is an affiliate of the Company
to which the equity-method is applicable.
To make the Tender Offer, the Company entered into a tender offer application agreement with the two major
shareholders, under which they will tender all of the shares of the Target Company that they respectively own (total
number of shares: 7,210,000 shares; shareholding ratio: 49.20%; “Prospective Tendered Shares”). The Company has set
7,210,000 shares (shareholding ratio: 49.20%), which is equal to the number of the Prospective Tendered Shares, as theminimum number of the shares to be purchased, and, if the total number of the share certificates, etc., the sale of which
is proposed in response to the Tender Offer (“Tendered Share Certificates, Etc.”), is less than such minimum number,the Company will not purchase any of Tendered Share Certificates, Etc. However, the Company intends to obtain all of
the Target Company’s Common Stock in the Tender Offer, and, therefore, has not set the maximum number of the shares
to be purchased, and, if the total number of Tendered Share Certificates, Etc., is equal to or more than the minimum
number, the Company will purchase all of Tendered Share Certificates, Etc.
As the Company aims to make the Target Company its wholly owned subsidiary, if the Company fails to acquire allof the Target Company’s Common Stock through the Tender Offer, after completion of the Tender Offer, the Company
plans to acquire all of the Target Company’s Common Stock through implementing a series of procedures (the demand
for shares cash-out or share consolidation) to make the Company the sole shareholder of the Target Company.
(1)

(2)
(3)
(4)

(5)
(6)

Number of share certificates, etc. to be purchased
Number of shares to be purchased
11,314,255 shares
Minimum number of shares to be purchased
7,210,000 shares
Maximum number of shares to be purchased– shares(Note) The number of shares to be purchased (11,314,255 shares) is obtained by deducting the number oftreasury shares held by the Target Company (345,745 shares) and the number of shares of common
stock of the Target Company held by the Company (3,340,000 shares) as of August 31, 2019 from thetotal number of issued shares of the Target Company (15,000,000 shares) as of the same date.
Period for purchase, etc.
From October 10, 2019 to November 25, 2019(30 business days)
Price for purchase, etc.
3,100 yen per share of common stock
Aggregate tender offer price
35,074 million yen(Note) The “aggregate tender offer price” is calculated by multiplying the number of shares to be purchased(11,314,255 shares) by the tender offer price per share (3,100 yen).
Settlement commencement date
December 2, 2019
Financing method
The Company’s own funds

As of the date hereof, the Target Company’s Common Stock are listed on the JASDAQ Standard Market. However,since the Company has not set the maximum number of shares to be purchased in the Tender Offer, depending on the
result of the Tender Offer, the Target Company’s Common Stock may be delisted pursuant to the procedures prescribedby the Tokyo Stock Exchange in accordance with the Tokyo Stock Exchange’s criteria for delisting. In addition, even if
the Target Company’s Common Stock does not fall under such criteria at the time of the completion of the Tender Offer,
if the Company implements a series of procedures to make the Company the sole shareholder of the Target Company
after the Tender Offer is completed, the Target Company’s Common Stock will fall under the criteria for delisting andwill be delisted pursuant to the prescribed procedures. The Target Company’s Common Stock will no longer be tradedon the JASDAQ Standard Market after the delisting.

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