BANDAI NAMCO
Holdings Inc.
Notice of the Fourteenth Ordinary General Meeting of Shareholders
to be held on June 24, 2019
An English translation of the original notice in Japanese

DISCLAIMER
The following is an English translation of the Japanese original “Notice of the Fourteenth Ordinary General Meetingof Shareholders of BANDAI NAMCO Holdings Inc.” which meeting is to be held on June 24, 2019.
The Company provides this translation for your reference and convenience only and does not guarantee its accuracy
or otherwise. In the event of any discrepancies, the Japanese original notice shall prevail.
These documents have been prepared solely in accordance with Japanese law and are offered here for informational
purposes only. In particular, please note that the financial statements included in the following translation have been
prepared in accordance with Japanese GAAP.

1Securities code: 7832
June 3, 20195-37-8 Shiba, Minato-ku, Tokyo
BANDAI NAMCO Holdings Inc.
Mitsuaki Taguchi
President and Representative Director
Dear Shareholders,
NOTICE OF THE FOURTEENTH ORDINARY GENERAL MEETINGOF SHAREHOLDERS
You are cordially invited to attend the Fourteenth Ordinary General Meeting of
Shareholders of BANDAI NAMCO Holdings Inc. (“the Company”) to be held as set forth
below.
If you are unable to attend the meeting in person, we ask you to please review the enclosed“Reference Documents for the General Meeting of Shareholders” and exercise your voting
rights by either of the methods stated on the next page by 5:30 p.m., Saturday, June 22, 2019.
Meeting Details
1.

Date and Time:

June 24, 2019 (Monday) at 10:00 a.m.

2.

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

3.

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

2.

Report on the Contents of the Business Reports, the Consolidated Financial Statements,
and the Results of the Auditing of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board for the Fourteenth Fiscal Year(from April 1, 2018 to March 31, 2019)
Report on the Contents of the Non-Consolidated Financial Statements for the Fourteenth
Fiscal Year (from April 1, 2018 to March 31, 2019)

Matters to be Resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Twelve Directors
4.

Information on Exercise of Voting Rights
Please see “Information on Exercise of Voting Rights” on pages 3 to 4 of this document.

2

[Information on Exercise of Voting Rights]
Please exercise your voting rights after reviewing the Reference Documents for the General
Meeting of Shareholders on pages 5 to 19.
You may exercise your voting rights by one of the following three methods.
How to exercise your voting rights via attending the General Meeting of Shareholders:
When attending the meeting in person, please hand in the enclosed Voting Rights Exercise
Form at the reception desk at the place of the shareholders’ meeting.
Date and time of the General Meeting of Shareholders:June 24, 2019 (Monday) at 10:00 a.m.
How to exercise your voting rights in writing (via postal mail):
Please indicate, on the enclosed Voting Rights Exercise Form, your approval ordisapproval of each item on the agenda and return the completed form.
Deadline for voting:
To be received no later than 5:30 p.m., Saturday, June 22, 2019.
How to exercise your voting rights via the Internet:
Please enter your approval or disapproval of each item on the agenda in accordance with
the instructions on the following page.
Deadline for voting:All data entry to be completed no later than 5:30 p.m., Saturday, June 22, 2019.
If you exercise your voting rights more than once via both postal mail and the Internet,
then only the vote cast via the Internet shall be deemed valid.
In addition, if you cast your vote via the Internet multiple times, then only the last votecast shall be deemed valid. If you cast your vote via the Internet more than once, using apersonal computer, a smartphone, and/or a mobile phone, then only the last vote cast shall bedeemed valid.
If you attend the meeting in person, you do not need to follow the procedures for the
exercise of voting rights via postal mail (sending the Voting Rights Exercise Form) or via theInternet.
If revisions to the contents of the “Reference Documents for the General Meeting of Shareholders,” the“Business Reports,” the “Consolidated Financial Statements” and the “Non-Consolidated Financial
Statements” are required, the Company shall publish a notification on the Company website at thefollowing URL:
(https://www.bandainamco.co.jp/ir/stock/meeting.html)

3

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

4

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
Appropriation of surplus is as follows:
The Company ranks the return of profits to shareholders as one of its highest priorities in its
management. The Company aims to further strengthen the BANDAI NAMCO Group (“the Group”)’s
competitiveness and, while maintaining a sound financial status, to achieve regular distributions ofdividends and improvement in the Company’s corporate value. Specifically, the Company follows a basic
policy of providing a return to shareholders that targets a total return ratio of 50% or more based on stabledividend payments of 2% of DOE (dividends on equity). Under this policy, the Company strives to maintainlong-term and stable dividends and be more aware of capital cost.
In view of the Company’s performance in this fiscal year, the Company will pay a year-end dividendof ¥127 per share, which consists of a base dividend of ¥18 per share and a performance-based dividend of¥109 per share.
Since the Company paid an interim dividend of ¥18 per share on December 7, 2018, the total annual
dividend for the fiscal year will be ¥145 per share.
In order to ensure agility in capital policy including distributions of dividends to shareholders, theCompany wishes to reverse a part of the general reserve and transfer it to retained earnings carried forward
as described below.
1. Other appropriation of surplus(i) Item of surplus to be decreased and amount of decrease:
General reserve ···································· ¥16,104,755,208(ii) Item of surplus to be increased and amount of increase:
Retained earnings carried forward················ ¥16,104,755,208
2. Fiscal year-end dividends(i) Type of dividend assets:Cash(ii) Allocation of dividend assets to be paid to shareholders and total amount of dividend:
Dividend per share of common stock of the Company ······· ¥127
Total amount of dividends ························ ¥27,929,674,392(iii) Effective date of distribution of surplus (dividend):
June 25, 20195

Proposal No. 2: Election of Twelve Directors
Since the terms of office of the eleven Directors of the Company will expire as of the close of this
General Meeting of Shareholders, the Company requests the election of twelve Directors. In order to further
strengthen the management structure, the number of candidates for Outside Director has been increased byone. If this Proposal is approved and adopted as proposed, Outside Directors shall make up one-third of all
Directors.
Policy on and process for selecting candidates for Director of the Company
To select candidates for Director of the Company, candidates are nominated on the basis of sufficiently
broad expertise and experience in decision-making for corporate management, background in a businesssupervisory capacity, or achievements and knowledge from their career to date. The basic policy laid out in
the Articles of Incorporation of the Company is that at least two Directors should be Outside Directors andall of the Outside Directors should be independent Outside Directors.
To select candidates for independent Outside Director of the Company, nominations that provide anappropriate balance of, for example, individuals with extensive experience in corporate management,
individuals with profound scholarly knowledge of corporate strategy, or lawyers who are experts incompliance and other internal controls, are considered and a decision is made accordingly.
When selecting candidates for Director of the Company, a Personnel Committee of which a majorityof the members are independent Outside Directors is established on a discretionary basis to act as a forum
for debate and receive recommendations, and the independent Outside Directors conduct interviews, before
a decision is made at a Board of Directors Meeting.

6

The candidates for Director of the Company are as follows:
Positions andCandidate
Name
Responsibilities inNo.
(Date of Birth)
the Company
Apr. 1982:
Apr. 1999:

1

Career Summary

Joined BANDAI CO., LTD.
General Manager, Vending Machine
Business Department of BANDAI CO.,LTD.
Jun. 2003:
Director, Leader of Lifestyle Group andLifestyle Company President of
BANDAI CO., LTD.
Apr. 2006:
Managing Director in charge of new
business policy of BANDAI CO., LTD.
Mitsuaki Taguchi
Apr. 2009:
Senior Managing Director in charge of(June 16, 1958)
media policy and new business policy of
President and
BANDAI CO., LTD.
Representative
Number of theApr. 2010:
Executive Vice President and Director in
Director
Company’s
charge of media policy and new business
Shares Owned
policy of BANDAI CO., LTD.
74,800 Shares
Apr. 2012:
Executive Vice President and COO incharge of global media policy and humanresources policy and in charge of Real B
Voice Business Group, Strategy Projects,
Human Resources of BANDAI CO.,LTD.
Apr. 2015:
Adviser of the Company
Jun. 2015:
President and Representative Director of
the Company (current position)
Reasons for proposing Mr. Mitsuaki Taguchi as a candidate for Director:
Mr. Mitsuaki Taguchi has supervised the business appropriately since he was appointed as
President and Representative Director of the Company in 2015 and he achieved the previous
Mid-term Plan through his leadership skills based on extensive business experience and broad
knowledge. He is proposed as a candidate for Director as the Company considers him capableof ensuring that the Group continues to grow.

7

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Mar. 1986:
Dec. 1996:
Jan. 2000:

2

Licensed as a CPA
Partner of Century Audit Corporation
Partner of Century Ota Showa & Co.
(currently Ernst & Young ShinNihon
LLC)
Sep. 2003:
Partner of KPMG AZSA & Co. (currently
KPMG AZSA LLC)
May 2004:
Board Member of KPMG AZSA & Co.
Oct. 2007:
Joined the Company as Adviser
Jun. 2008:
Director in charge of Overseas
Operations, Group Administrative
Headquarters, Corporate Legal Affairs
Department and Internal Auditing
Division of the Company
Jun. 2011:
Director in charge of Overseas Regional
Headquarters Companies and Division
Shuji Ohtsu
General Manager of the Group
Director and(August 6, 1959)
Administrative Headquarters of theDivision
Company
GeneralApr.
2013:
Director and Division General Manager
Manager of the
Number of theof the Group AdministrativeGroup
Company’s
Headquarters of the Company (current
Administrative
Shares Owned
position)
Headquarters
36,200 Shares
President and Representative Director of
NAMCO BANDAI Holdings (USA) Inc.
(currently BANDAI NAMCO Holdings
USA Inc.) (current position)
Apr. 2015:
President and Representative Director of
BANDAI NAMCO Business Arc Inc.
(current position)
Oct. 2017:
President and Representative Director of
BANDAI NAMCO Will Inc. (current
position)(Major concurrent positions)
President and Representative Director of BANDAI
NAMCO Holdings USA Inc.
President and Representative Director of BANDAI
NAMCO Business Arc Inc.
President and Representative Director of BANDAI
NAMCO Will Inc.
Reasons for proposing Mr. Shuji Ohtsu as a candidate for Director:
Mr. Shuji Ohtsu possesses specialist expertise as a CPA, as well as extensive experience andachievements as Division General Manager of the Group Administrative Headquarters of theCompany. He is proposed as a candidate for Director as the Company considers him capable ofstrengthening Group management structures and ensuring highly transparent management.

8

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1986:
Aug. 2005:

3

Joined BANDAI CO., LTD.
General Manager, Accounting Division of
BANDAI CO., LTD.
Sep. 2005:
Joined the Company, as General Managerof the Corporate Administration
Department in charge of PR and IR, andAccounting and Finance
Apr. 2006:
Director of NAMCO BANDAI Games
Inc. (currently BANDAI NAMCOEntertainment Inc.)
Yuji Asako
Apr. 2008:
Executive Officer, Division General(January 18,
Director andManager of Corporate Planning Division
1966)
Divisionof the Company
GeneralJun. 2010:
Director in charge of Corporate PlanningManager of theand Division General Manager of the
Number of the
Corporate
Corporate Planning Division of theCompany’s
Planning
Company
Shares Owned
Division
Jun. 2011:
Director and Division General Manager
37,900 Sharesof the Corporate Planning Division of theCompany (current position)
Apr. 2014:
Director of NAMCO LIMITED (*)(currently BANDAI NAMCO
Amusement Inc.)* Newly established company throughthe incorporation-type company split of
NAMCO LIMITED (currently BANDAI
NAMCO Entertainment Inc.)
Apr. 2017:
Director of BANDAI NAMCO Holdings
ASIA CO., LTD. (current position)
Reasons for proposing Mr. Yuji Asako as a candidate for Director:
Mr. Yuji Asako possesses extensive experience, achievements, and knowledge relating tomanagement and administration, including business planning and accounting, and also has
experience in roles where he was responsible for internal and external communications, such as
IR, PR and SR. He is proposed as a candidate for Director as the Company considers him
capable of implementing the Group’s management strategies and seeking a sustained increasein corporate value.

9Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1983:
Apr. 2002:

4

Joined BANDAI CO., LTD.
Executive Officer and General Manager,
Vending Machine Business Departmentof BANDAI CO., LTD.
Apr. 2006:
Director in charge of distribution policyof BANDAI CO., LTD.
Apr. 2010:
Managing Director in charge of hobby
business policy and quality assurance
Masarupolicy of BANDAI CO., LTD.
Kawaguchi
Apr.
2015:
Senior Managing Director in charge of(November 2,
toy business policy of BANDAI CO.,1960)
Director inLTD.
charge of Toys
Aug. 2015:
President and Representative Director ofand Hobby Unit
BANDAI CO., LTD. (current position)
Number of theCompany’s
Executive Officer of the Company
Shares Owned
Jun. 2016:
Director in charge of Toys and Hobby
44,500 Shares
SBU of the Company
Feb. 2018:
President and Representative Director of
BANDAI SPIRITS CO., LTD.
Apr. 2018:
Director in charge of Toys and Hobby
Unit of the Company (current position)(Major concurrent positions)
President and Representative Director of BANDAI CO.,LTD.
Reasons for proposing Mr. Masaru Kawaguchi as a candidate for Director:
Mr. Masaru Kawaguchi possesses extensive experience, achievements, and knowledge in the
Toys and Hobby Business and has driven the business forward as the President andRepresentative Director of BANDAI CO., LTD., which is the core company of the Toys andHobby Business in the Group, since 2015. He is proposed as a candidate for Director as theCompany considers him capable of building closer ties between the Toys and Hobby Businessand Group management.

10

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1981:
Jan. 1996:
Apr. 2000:

5

Joined BANDAI CO., LTD.
Director of Bandai Digital Entertainment
Joined SUNRISE INC., as General
Manager of Network Development
Department
Apr. 2004:
Director of SUNRISE INC.
Apr. 2008:
Managing Director of SUNRISE INC.
Senior Managing Director of SUNRISE
Apr. 2011:
INC.
Vice President and Director of SUNRISE
Apr. 2013:
INC.
President and Representative Director of
Apr. 2014:
SUNRISE INC.
Yasuo Miyakawa
President and Representative Director of
Apr. 2015:(June 8, 1956)
Director in
BANDAI NAMCO Pictures Inc.
charge of
Executive Officer in charge of IP
Apr. 2018:
NetworkCreation Unit of the Company
Number of theEntertainment Jun. 2018:
Director in charge of IP Creation Unit ofCompany’s
Unit
the Company
Shares Owned
President and Representative Director ofMar. 2019:13,550 Shares
Evolving GUNDAM Inc. (current
position)
Director in charge of Network
Apr. 2019:
Entertainment Unit of the Company(current position)
President and Representative Director of
BANDAI NAMCO Entertainment Inc.
(current position)(Major concurrent positions)
President and Representative Director of BANDAI
NAMCO Entertainment Inc.
President and Representative Director of Evolving
GUNDAM Inc.
Reasons for proposing Mr. Yasuo Miyakawa as a candidate for Director:
Mr. Yasuo Miyakawa possesses extensive experience, achievements, and knowledge from his
wide-ranging involvement in multiple businesses in the Group. He has driven the businessforward as the President and Representative Director of BANDAI NAMCO Entertainment Inc.,
which is the core company of the Network Entertainment Business in the Group, since 2019.
He is proposed as a candidate for Director as the Company considers him capable of building
closer ties between the Network Entertainment Business and Group management.

11

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1978:

6

Joined NAMCO LIMITED (currently
BANDAI NAMCO Entertainment Inc.)
May 2002:
Leader of AM Manufacturing Group, AM
Company of NAMCO LIMITED
Apr. 2005:
Executive Officer and Head of AM
Control Division, AM Company of
NAMCO LIMITED
Apr. 2006:
Executive Officer and Vice President of
AM Company and Head of AM Control
Division of NAMCO BANDAI Games
Inc. (currently BANDAI NAMCOEntertainment Inc.)
Apr. 2011:
Director in charge and General Managerof Amusement Sales Headquarters of
NAMCO BANDAI Games Inc.
Apr. 2013:
Managing Director in charge of Business
Management and General Manager ofAmusement Machine Business
Management Group of NAMCO
BANDAI Games Inc.
Hitoshi Hagiwara
Apr. 2014:
Executive Officer in charge of(April 8, 1959)
Amusement Facility SBU of the
Director in
Company
charge of Real
President and Representative Director of
Number of theEntertainment
NAMCO LIMITED (*) (currently
Company’s
Unit
BANDAI NAMCO Amusement Inc.)
Shares Owned(current position)
17,200 Shares* Newly established company throughthe incorporation-type company split of
NAMCO LIMITED (currently BANDAI
NAMCO Entertainment Inc.)
Jun. 2014:
Director in charge of Amusement Facility
SBU of the Company
Apr. 2015:
Vice President and Director of BANDAI
NAMCO Entertainment Inc.
Apr. 2018:
Executive Officer in charge of RealEntertainment Unit of the Company
Jun. 2018:
Director in charge of Real Entertainment
Unit of the Company (current position)
Oct. 2018:
President and Representative Director of
BANDAI NAMCO Amusement Lab Inc.
(current position)(Major concurrent position)
President and Representative Director of BANDAI
NAMCO Amusement Inc.
President and Representative Director of BANDAI
NAMCO Amusement Lab Inc.
Reasons for proposing Mr. Hitoshi Hagiwara as a candidate for Director:
Mr. Hitoshi Hagiwara possesses extensive experience, achievements, and knowledge in theReal Entertainment Business. He has driven the business forward as the President andRepresentative Director of BANDAI NAMCO Amusement Inc., which is the core company of
the Real Entertainment Business in the Group, since 2014. He is proposed as a candidate for
Director as the Company considers him capable of building closer ties between the RealEntertainment Business and Group management.

12

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1982:

7

Joined CANYON RECORDS INC.
(currently PONY CANYON INC.)
Jul. 1989:
Joined BANDAI CO., LTD.
Apr. 1994:
Joined BANDAI VISUAL CO., LTD.
(currently BANDAI NAMCO Arts Inc.)
Sep. 1997:
General Manager of Production at
Production Headquarters of BANDAIVISUAL CO., LTD.
May 1999:
Director, Deputy Division Head of VisualBusiness Division and General Manager
of Visual Planning Department of
KazumiBANDAI VISUAL CO., LTD.
Kawashiro
May 2003:
President and Representative Director of(November 4,
BANDAI VISUAL CO., LTD.
1959)
Director in
Jun. 2007:
Director in charge of Visual and Music
charge of VisualContent SBU of the Company
and Music
Apr.
2010:
Vice President and Director of BANDAI
Number of the
Production Unit
VISUAL CO., LTD.
Company’s
Apr.
2012:
President and Representative Director of
Shares Owned
BANDAI VISUAL CO., LTD. (current
25,100 Shares
position)
Apr. 2015:
Executive Officer in charge of Visual andMusic Production SBU of the Company
Jun. 2015:
Director in charge of Visual and Music
Production SBU of the Company
Apr. 2018:
Director in charge of Visual and Music
Production Unit of the Company (current
position)(Major concurrent position)
President and Representative Director of BANDAI
NAMCO Arts Inc.
Reasons for proposing Mr. Kazumi Kawashiro as a candidate for Director:
Mr. Kazumi Kawashiro possesses extensive experience, achievements, and knowledge in the
Visual and Music Production Business. He has driven the business forward as the President andRepresentative Director of BANDAI NAMCO Arts Inc., which is the core company of the
Visual and Music Production Business in the Group, since 2012. He is proposed as a candidate
for Director as the Company considers him capable of building closer ties between the Visualand Music Production Business and Group management.

13

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1986:
Oct. 2000:
Apr. 2004:

8

Joined Kabushiki Kaisha Network
Joined Bandai Networks Co., Ltd.
General Manager of Mobile Business
Department of Bandai Networks Co.,Ltd.
Director, Deputy Division Head ofJun. 2005:
Business Division and General Manager
of Content Business Department ofBandai Networks Co., Ltd.
Executive Officer and Deputy Division
Apr. 2009:
Head of NE Business Division of
NAMCO BANDAI Games Inc.
(currently BANDAI NAMCO
New Candidate
Entertainment Inc.)
for Director
President and Representative Director ofOct. 2010:
BANDAI NAMCO Online Inc.
Makoto Asanuma
Director, Division Head of Business
Apr.
2014:
(April 23, 1963)
Division I of BANDAI NAMCO–Entertainment Inc.
Managing Director in charge of Global
Apr.
2015:
Number of theBusiness Promotion Unit / Media Unit ofCompany’s
BANDAI NAMCO Entertainment Inc.
Shares Owned
Senior Managing Director of SUNRISE
Apr.
2018:
12,700 Shares
INC.
Chairman of SUNRISE SHANGHAIMar. 2019:
CO., LTD. (current position)
Executive Officer in charge of IP
Apr. 2019:
Creation Unit of the Company (current
position)
President and Representative Director of
SUNRISE INC. (current position)(Major concurrent positions)
President and Representative Director of SUNRISE
INC.
President and CEO of SUNRISE SHANGHAI CO.,LTD.
Reasons for proposing Mr. Makoto Asanuma as a candidate for Director:
Mr. Makoto Asanuma possesses extensive experience, achievements, and knowledge from his
wide-ranging involvement in multiple businesses in the Group. He has driven the businessforward as the President and Representative Director of SUNRISE INC., which is the corecompany of the IP Creation Business in the Group, since 2019. He is proposed as a candidate
for Director as the Company considers him capable of building closer ties between the IP
Creation Business and Group management.

14

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1977:

9

Joined Kyowa Hakko Kogyo Co., Ltd.
(currently Kyowa Hakko Kirin Co., Ltd.)
Jun. 2000:
Executive Officer and Head of
Pharmaceutical Research Institute of
Kyowa Hakko Kogyo Co., Ltd.
Jun. 2002:
Managing Director and General Manager
of Comprehensive Planning Office of
Kyowa Hakko Kogyo Co., Ltd.
Jun.
2003:
President and Representative Director of
Outside Director
Kyowa Hakko Kogyo Co., Ltd.
Oct.
2008:
Executive Director of the Board,
Yuzuru Matsuda
President and Chief Executive Officer of(June 25, 1948)
Kyowa Hakko Kirin Co., Ltd.
Director
Mar. 2012:
Advisor of Kyowa Hakko Kirin Co., Ltd.
Number of theJun. 2012:
Head of Kato Memorial Bioscience
Company’s
Foundation (current position)
Shares Owned
Jun. 2014:
Outside Director of KUBOTA--- Shares
Corporation (current position)
Outside Director of the Company (current
position)
Jun. 2015:
Outside Director of JSR Corporation(current position)(Major concurrent positions)
Head of Kato Memorial Bioscience Foundation
Outside Director of KUBOTA Corporation
Outside Director of JSR Corporation
Reasons for proposing Mr. Yuzuru Matsuda as a candidate for Outside Director and his
suitability as Outside Director:
Given his extensive experience in corporate management and his excellent character andinsight, the Company anticipates that he will be able to further strengthen management
oversight and checking functions, and introduce a broader managerial perspective, and thus
believes that he will be able to perform the duties of an Outside Director appropriately.

15

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Outside Director
SatokoKuwabara(November 1,
1964)

10

Career Summary
Apr. 1990:

Director

Admitted to the bar in Japan
Joined Mori Sogo Law Offices (currently
Mori Hamada & Matsumoto)Jan. 1998:
Partner of Mori Hamada & Matsumoto(current position)
Jun. 2016:
Outside Director of the Company (current
position)(Major concurrent position)
Attorney-at-Law
Partner of Mori Hamada & Matsumoto

Number of theCompany’s
Shares Owned--- Shares
Reasons for proposing Ms. Satoko Kuwabara as a candidate for Outside Director and hersuitability as Outside Director:
Although she has not been involved in corporate management other than through serving as an
Outside Director, the Company anticipates, given her many years of experience as an attorneyat-law, that she will be able to further strengthen management oversight and checking
functions, mainly from a legal risk perspective, and thus believes that she will be able toperform the duties of an Outside Director appropriately.

16

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 2002:

11

Lecturer of Faculty of Economics andBusiness Administration of Yokohama
City University
Oct. 2003:
Assistant Professor of Faculty of
Economics and Business Administrationof Yokohama City University
Outside Director
Oct. 2004:
Assistant Professor of Graduate School ofInternational Corporate Strategy (ICS) of
Mikiharu Noma
Hitotsubashi University(November 6,
Apr. 2007:
Associate Professor, Graduate School of
1974)
International Corporate Strategy (ICS),
Director
Hitotsubashi University
Number of theJun. 2016:
Outside Director of the Company (current
Company’s
position)
Shares Owned
Apr. 2019:
Professor, Graduate School of Business--- Shares
Administration, Hitotsubashi University
Business School (current position)(Major concurrent position)
Professor at Graduate School of Business
Administration, Hitotsubashi University Business
SchoolReasons for proposing Mr. Mikiharu Noma as a candidate for Outside Director and his
suitability as Outside Director:
Although he has not been involved in corporate management other than through serving as an
Outside Director, given his profound scholarly knowledge accumulated throughout his study
and teaching activities in the field of corporate strategy, especially accounting and financial
affairs, the Company anticipates that he will be able to further strengthen management
oversight and checking functions, and thus believes that he will be able to perform the duties ofan Outside Director appropriately.

17

Candidate
No.

Name
(Date of Birth)

Positions andResponsibilities in
the Company

Career Summary
Apr. 1982:
Jul. 1997:
Jul. 2001:
May 2004:

New Candidate
for Director
Outside Director
Aug. 2007:
Koichi Kawana(April 23, 1958)–
Jul. 2009:12

Number of theCompany’s
Shares Owned--- Shares

Jun. 2010:
Jul. 2011:
Jun. 2017:
Jun. 2018:

Joined JGC CORPORATION
General Manager, Abu Dhabi Office andGeneral Manager, Kuwait Office of JGC
CORPORATION
General Manager, London Office and
JGC UK Managing Director of JGC
CORPORATION
General Manager, Project Business
Investment Promotion Department,
Project Business Promotion Division,
Global Marketing Division of JGC
CORPORATION
Executive Officer, Senior General
Manager, New Business Promotion
Division, Global Marketing Division of
JGC CORPORATIONManaging Director, Senior General
Manager, Global Marketing Division of
JGC CORPORATION
Representative Director, Senior
Executive Vice President of JGC
CORPORATION
Representative Director and President of
JGC CORPORATION
Director, Vice Chairman of JGC
CORPORATION
Vice Chairman of JGC CORPORATION(current position)

Reasons for proposing Mr. Koichi Kawana as a candidate for Outside Director and his
suitability as Outside Director:
Given his extensive knowledge and experience in corporate management, the Company
anticipates that he will be able to further strengthen management oversight and checking
functions, and introduce a global managerial perspective based on his extensive experience
working overseas, and thus believes that he will be able to perform the duties of an Outside
Director appropriately.
(Notes) 1. Each of Mr. Yuzuru Matsuda, Ms. Satoko Kuwabara, Mr. Mikiharu Noma, and Mr. Koichi Kawana is acandidate for Outside Director of the Company. Each of Mr. Yuzuru Matsuda, Ms. Satoko Kuwabara, andMr. Mikiharu Noma is currently Outside Director of the Company. As of the close of this General Meetingof Shareholders, Mr. Yuzuru Matsuda will have served as Outside Director for approximately five years,
and Ms. Satoko Kuwabara and Mr. Mikiharu Noma will have served for approximately three years.
2. Independence as Outside Director
The Company believes that Mr. Yuzuru Matsuda, Ms. Satoko Kuwabara, Mr. Mikiharu Noma, and Mr.
Koichi Kawana, who are candidates for Outside Director of the Company, all satisfy the Company’sStandards for the Independence of Outside Directors and Outside Audit & Supervisory Board Members(please refer to “Standards for the Independence of Outside Directors and Outside Audit & Supervisory
Board Members” on page 19) and thus have no risk of conflicts of interest with general shareholders
and have a high degree of independence. The Company has filed a notification with the Tokyo Stock
Exchange that each of the candidates would be Independent Directors/Audit & Supervisory Board
Members as defined in the rules of the Tokyo Stock Exchange and would be the Independent
Directors/Audit & Supervisory Board Members of the Company after the election at this Ordinary
General Meeting of Shareholders.
3. The Company does not intend to conclude a Liability Limitation Agreement under Article 427,
Paragraph 1 of the Companies Act with each of the candidates for Outside Director.
4. There are no special interests between each of the candidates for Director and the Company.

18

Standards for the Independence of Outside Directors and Outside Audit & Supervisory Board
Members (Reference)
The Company has prescribed the following “Standards for the Independence of Outside Directors andOutside Audit & Supervisory Board Members” and has nominated Outside Directors and Outside Audit& Supervisory Board Members based on these standards.
Standards for the Independenceof Outside Directors and Outside Audit & Supervisory Board Members
In order for the Outside Directors and Outside Audit & Supervisory Board Members of the Company to be
judged as being independent, such Outside Directors and Outside Audit & Supervisory Board Members must
not fall under any of the following items.
1. Any person who purports to be a major business partner of the Company (including group companies of theCompany; the same applies hereinafter)
2. Any Executive Director, Executive Officer, Manager or other employee of a company that purports to be amajor business partner of the Company
3. Any person who is a major business partner of the Company
4. Any Executive Director, Executive Officer, Manager or other employee of a company that is a major
business partner of the Company
5. Any attorney-at-law, certified public accountant, certified public tax accountant, consultant or other expert
who receives monies or other economic benefits above a certain amount from the Company, in addition tohis or her remuneration as a Director or Audit & Supervisory Board Member
6. Any person belonging to a company, association or other organization such as a law firm, auditing firm, tax
accountant corporation and consultancy which receives monies or other economic benefits above a certain
amount from the Company
7. Any person receiving donations or subsidies from the Company above a certain amount
8. Any person who is a Board member or other Executive Officer in a company, association or otherorganization which receives donations or subsidies from the Company above a certain amount
9. If an Executive Director or Full Time Audit & Supervisory Board Member of the Company concurrently
holds a position as an Outside Director or Outside Audit & Supervisory Board Member at another company,
any person who is an Executive Director, Executive Officer, Manager or other employee of that company
10. Any person who has come under one of the categories listed in items 1 through 9 above in the past five years
11. If a person coming under one of the categories listed in items 1 through 9 above is an important person, that
person’s spouse or relative within the second degree of kinship
12. The spouse or relative within the second degree of kinship of any person who is a Director, Executive
Officer, Manager or other important employee of the Company or its subsidiaries(Notes) 1 In items 1 and 2, where it reads “any person who purports to be a major business partner of theCompany,” this means “any person (or company) who has received a payment from the Company 2%
or more of its annual consolidated net sales for the most recent business year.”
2 In items 3 and 4, where it reads “any person who is a major business partner of the Company,” thismeans “any person (or company) who has paid to the Company an amount 2% or more of theCompany’s annual consolidated net sales for the most recent business year, or any person (orcompany) who has provided the Company with a loan of an amount 2% or greater of the value of theCompany’s consolidated total assets as of the end of the most recent business year.”
3 In items 5, 7 and 8, where it reads “a certain amount,” this means “¥10 million a year.”
4 In item 6, where it reads “a certain amount,” this means “2% or more of the total net sales for thatcompany, association or organization for the most recent business year, or ¥100 million; whichever isgreater.”19

(Attached Document)
BUSINESS REPORTS(From April 1, 2018 to March 31, 2019)1.

Current Status of the Group(1) Business Status for This Fiscal Year(i)

Business Progress and Results

During the fiscal year ended March 31, 2019, the economy continued to moderately recover both inJapan and overseas. However, the outlook for the overall economy remained uncertain.
In this environment, 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,” whichreflects our aspiration to achieve changes in all aspects to progress to a next stage without being boundby previous business models and established ideas. Aiming for medium- and long-term growth, theGroup 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 charactersand 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 growthpotential and an initiative to realize the total capabilities of the Group in regions around the world
under the ALL BANDAI NAMCO concept.
During this fiscal year, the key IP and products and services in each business segment performed
favorably, and business collaboration across the Group was highly effective.
Consequently, the Group’s consolidated results for the fiscal year ended March 31, 2019 were net
sales of 732,347 million yen (year-on-year increase of 8.0%), operating profit of 84,045 million yen(year-on-year increase of 12.0%), recurring profit of 86,863 million yen (year-on-year increase of
15.2%), and profit attributable to owners of parent of 63,383 million yen (year-on-year increase of
17.1%). As in the previous fiscal year, we were again able to achieve our highest ever business results.
(ii) Outline of Business by Business Segment(Millions of yen)
Year Ended
March 31,2018

Net SalesYear Ended
March 31,2019

Toys and Hobby

222,417242,865

Increase of
20,44814,476

21,710

Increase of
7,234

Network
Entertainment

326,537

340,927

Increase of
14,38950,15047,534

Decreaseof 2,615

90,549101,493

Increase of
10,944

3,168

4,264

Increase of
1,095

40,69145,518

Increase of
4,827

6,618

8,797

Increase of
2,179

IP Creation

16,97022,464

Increase of
5,494

5,264

5,020

Decreaseof 243

Other

27,64029,764

Increase of
2,124

767

1,197

Increase of430

Eliminations
and Corporate(46,493)(50,687)

Decreaseof 4,193(5,421)(4,480)

Increase of940

Consolidated

678,312732,347

Increase of
54,03475,024

84,045

Increase of
9,020

Business
Segment

RealEntertainment
Visual andMusic
Production

ChangeOperating Profit
Year EndedYear Ended
March 31,
March 31,
2018
2019

Change(Note) As the Group changed its classification of business segments on April 1, 2018, the figures forthe previous fiscal year have been restated according to the current classifications.

20

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 card related products for
DRAGON BALL series gained in popularity. In Japan, products for the mature fan base performed
favorably, along with long-established IP products such as the DRAGON BALL series, the KAMENRIDER series, and the PRETTY CURE! series. Overseas, in the Asian region, products such as the
Mobile Suit Gundam series and ULTRAMAN series gained in popularity, and we took steps aimed atstrengthening business development in the Chinese market. In Americas and Europe, we continued
with the roll-out of products for the mature fan base, such as collectible figures and DRAGON BALL
series card products.
As a result, net sales in the Toys and Hobby Business were 242,865 million yen (year-on-year increaseof 9.2%), and operating profit was 21,710 million yen (year-on-year increase of 50.0%).
Description of Business
Planning, development, production, and sales of toys, capsule toys, cards, confectionery andfoods, apparel, sundries, plastic models, prizes, stationery, and other products

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 perform favorably due to ongoing measures targeting users. We
also undertook initiatives to create new services, such as launching a new platform. In home video
games, in addition to sales of new titles such as SOULCALIBUR VI, ACE COMBAT 7: SKIESUNKNOWN, and JUMP FORCE for worldwide distribution, repeat sales of existing titles and salesof mainly new Japanese titles were favorable.
As a result, net sales in the Network Entertainment Business were 340,927 million yen (year-on-yearincrease of 4.4%), and operating profit was 47,534 million yen (year-on-year decrease of 5.2%).
Description of Business
Planning, development, and distribution of network content; planning, development, anddistribution of home video games, etc.

21

Real Entertainment Business
As for the Real Entertainment Business, in regard to arcade games, sales of MOBILE SUIT GUNDAM
EXTREME VS. 2 and other games were favorable. In amusement facilities, net sales in existing
facilities in Japan did not reach the level seen in the previous fiscal year; however, new businessformats that provide spaces where customers are able to enjoy experiences that only BANDAI
NAMCO can offer, among other initiatives, performed favorably.
As a result, net sales in the Real Entertainment Business were 101,493 million yen (year-on-yearincrease of 12.1%), and operating profit was 4,264 million yen (year-on-year increase of 34.6%).
Description of Business
Real entertainment business, including planning, development, production, and sales ofamusement machines, and planning and operation of amusement facilities, etc.

Visual and Music Production Business
As for the Visual and Music Production Business, products such as visual and music package softwareof LoveLive! Sunshine!! and The iDOLM@STER series gained in popularity. Meanwhile, IP live
events such as IDOLiSH 7 and associated product sales and sales of live visual package software
performed favorably.
As a result, net sales in the Visual and Music Production Business were 45,518 million yen (year-onyear increase of 11.9%), and operating profit was 8,797 million yen (year-on-year increase of 32.9%).
Description of Business
Planning, production, and marketing of visual and music content and package software;
conducting live entertainment operations

IP Creation Business
As for the IP Creation Business, we stirred up public attention through releases of new movies suchas the Mobile Suit Gundam series, LoveLive! Sunshine!!, and the Aikatsu! series, leading to thoseseries gaining popularity. In other initiatives, we took steps to strengthen our structure and create new
products with a view to enhancing IP creation.
As a result, net sales in the IP Creation Business were 22,464 million yen (year-on-year increase of
32.4%), and operating profit was 5,020 million yen (year-on-year decrease of 4.6%).
Description of Business
Planning and development of animations; management and administration of copyrights andother rights; production of music related to animations; administration and use of music andmasters related to animations

22

Other Businesses
Other Businesses consist of companies that conduct businesses such as logistics support, printing, andother kinds of administration and operational support for each of the Group companies. We madeefforts to manage such operations related to group support in an efficient manner.
As a result, net sales in the Other Businesses were 29,764 million yen (year-on-year increase of 7.7%),
and operating profit was 1,197 million yen (year-on-year increase of 56.1%).
Description of BusinessBusinesses supporting respective Units such as distribution, logistics, printing, andadministrative services(iii) Capital Expenditures
In this fiscal year, the Group carried out 22,083 million yen in capital expenditures; the funds wereprimarily used for investments in the manufacturing of molds associated with the development of new
products and in amusement facilities and machines.
(iv) Financing
Not applicable.
(v) Status of Significant Corporate Restructuring•

BANDAI CO., LTD., a subsidiary of the Company, conducted an absorption-typecompany split on April 1, 2018, whereby part of its Toys and Hobby Business(business for the mature fan base such as figures and plastic models) was transferred
to BANDAI SPIRITS CO., LTD, which is a subsidiary of the Company.

•

BANDAI NAMCO Entertainment Inc., a subsidiary of the Company, conducted anabsorption-type company split on April 1, 2018, whereby its business of planning,development, and marketing of arcade games, etc. was transferred to BANDAI
NAMCO Amusement Inc. (the name changed from NAMCO LIMITED on April 1,2018), which is a subsidiary of the Company.

•

BANDAI VISUAL CO., LTD., a subsidiary of the Company, conducted anabsorption-type merger on April 1, 2018, with BANDAI VISUAL CO., LTD. as thesurviving company and Lantis Co., Ltd., which is a subsidiary of the company, as thedisappearing company. BANDAI VISUAL CO., LTD. changed its name to BANDAI
NAMCO Arts Inc. on the same date.

23

(2) Status of Assets and Profits & Losses for the Previous Three Fiscal Years
Fiscal Year

11th Fiscal Year
(Year Ended
March 31, 2016)

12th Fiscal Year
(Year Ended
March 31, 2017)13th Fiscal Year
(Year Ended
March 31, 2018)

14th Fiscal Year
(Year Ended
March 31, 2019)

Net sales(Millions of yen)

575,504

620,061

678,312732,347

Operating profit(Millions of yen)

49,641

63,23875,024

84,045Recurring profit(Millions of yen)

50,77463,29075,38086,863

Profit attributable toowners of parent(Millions of yen)

34,58344,15954,10963,383

Basic earnings per
share¥157.43¥201.03¥246.29¥288.40

Total assets(Millions of yen)

448,336

488,032

540,490

612,955

Net assets(Millions of yen)

317,304

348,784

387,354429,644

Net assets per share¥1,441.49¥1,584.71¥1,758.99¥1,952.00

Classification

24(This Fiscal Year)(3) Important Parent Company and Subsidiaries (As of March 31, 2019)(i)

Status of the Parent Company
Not applicable.

(ii) Important Subsidiaries
Capital

Ownership
Ratio

BANDAI CO., LTD.

¥10,000 million

100.0%BANDAI NAMCOEntertainment Inc.

¥10,000 million

100.0%BANDAI NAMCO
Amusement Inc.

¥10,000 million

100.0%BANDAI NAMCO
Arts Inc.

¥2,182 million

100.0%¥49 million

100.0%

US$ 10100.0%

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

100.0%

Pure holding company in Europe£ 50,500 thousand

100.0%

Pure holding company as regional
headquarters in Europe

HK$ 103,000 thousand

100.0%

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

RMB 189,964
thousand

100.0%

Pure holding company as regional
headquarters in China

Name of Company

SUNRISE INC.
BANDAI NAMCO
Holdings USA Inc.
BANDAI NAMCO
Holdings France
S.A.S.
BANDAI NAMCO
Holdings UK LTD.
BANDAI NAMCO
Holdings ASIA CO.,LTD.
BANDAI NAMCO
Holdings CHINA CO.,LTD.

Description of Principal Business
Planning, development, production, and salesof toys, etc.
Planning, development, and distribution of
network content; planning, development, anddistribution of home video games, etc.
Planning, development, production, and salesof amusement machines, and planning andoperation of amusement facilities, etc.
Planning, production, and marketing ofvisual and music content and package
software; conducting live entertainment
operations
Planning and development of animations;management and administration of
copyrights and other rights, etc.

(Notes) 1. BANDAI CO., LTD. conducted an absorption-type company split on April 1, 2018, whereby
part of its Toys and Hobby Business (business for mature fan base such as figures and plastic
models) was transferred to BANDAI SPIRITS CO., LTD.
2. BANDAI NAMCO Entertainment Inc. conducted an absorption-type company split on April 1,
2018, whereby its business of planning, development, and marketing of arcade games, etc. wastransferred to BANDAI NAMCO Amusement Inc. (the name changed from NAMCO
LIMITED on April 1, 2018).
3. BANDAI VISUAL CO., LTD. conducted an absorption-type merger on April 1, 2018, with
BANDAI VISUAL CO., LTD. as the surviving company and Lantis Co., Ltd. as thedisappearing company. BANDAI VISUAL CO., LTD. changed its name to BANDAI NAMCO
Arts Inc. on the same date.
4. BANDAI NAMCO Holdings CHINA CO., LTD. implemented a capital increase of 125,852
thousand yuan on April 4, 2018.
5. There are no special wholly owned subsidiaries at the end of this fiscal year.

25

(4) Issues to be Addressed
The Group and this industry must address many important, long-term issues, including (i)intensification of competition in IP creation, (ii) the diversification of customer needs, (iii) intensificationof changes in the environment, and (iv) increasingly intense competition on a global scale. The Group is
applying the main strategies defined in its Mid-term Plan to address these issues swiftly.
(i)Common Issues Faced by All Units

To Further Strengthen the IP Axis Strategy
The Group will strive to further accelerate the evolution of its IP axis strategy in order to respondto changes in the environment such as the emergence of oligopolies in the distribution and media
fields, the widespread penetration of networks, and technological improvements. Specifically, we will
strengthen our capability for new IP creation in various ways including creation of product andservice-originated IP and visual product-originated IP, utilization of an internal and external idea
posting system, collaboration with partner companies, and making strategic investments. In addition,
to maximize IP value, we will promote collaboration among businesses and cross-functional projects
in the Group, create and develop new businesses, expand the regions for product and service roll-out,
and respond swiftly to new platforms. Furthermore, we will ensure that the IP Strategy Division, aunit of the Company, will be the main driver of efforts to strengthen the IP axis strategy over the
medium and long term, with a focus on strategic efforts across the Group.

To Expand our Business in the Global Market
Guided by our vision of becoming “The Leading Innovator in Global Entertainment,” we believe it
is crucial to achieve business expansion in the global market. In the Americas, Europe, and Asia, wewill work to expand the existing businesses according to the characteristics of each region, and at thesame time enhance the IP lineup of products and services offered and the business categories. The
Group also plans to initiate work for a full-scale business expansion in the Chinese market and also
push ahead with strengthening foundations through cross-Unit initiatives. To continue businessexpansion in the global market, the Group will be united in each region, moving ahead with the above
efforts under the ALL BANDAI NAMCO concept.

To Fulfill our Corporate Social Responsibility (CSR)
To ensure that we can continue to provide “Dreams, Fun and Inspiration” through entertainment topeople around the world, the Group has formulated not only the CSR initiatives, which crosscut theentire Group and include three types of responsibilities―environmental and social responsibilities,
economic responsibilities, and legal and ethical responsibilities (compliance)―but also the Group
Compliance Charter as a code of conduct to be complied by all Group employees. In accordance withthese principles, the “Group CSR Committee” and its task force, the “Group CSR Subcommittee,” aswell as the “Group Risk Compliance Committee,” the “Group Information Security Committee,” andthe “Internal Control Committee” hold meetings and have been striving to continuously implement a
range of measures, with the aim of raising awareness in the Group.
(ii) Issues Specific to Each Unit
Toys and Hobby Unit
This Unit’s industry is facing issues such as a “shrinking domestic market due to the falling birthrate”
and “increasingly diverse customer needs.” This Unit is addressing these issues by aiming to take adominant position as No. 1 in the industry in Japan, working at expanding its target demographic andcreating new businesses. Overseas, it will continue to aim for medium- and long-term growth by
expanding the business in products for the mature fan base, for which there is high demand in eachregion, and implementing initiatives for making a full-scale business expansion in the Chinese market.
In addition, on the development and production side, through improvements in the value chain, this26

Unit will work to make its product development more competitive in terms of speed and quality, alongwith price competitiveness.
Network Entertainment Unit
This Unit’s industry is facing issues that include “increasingly diverse platforms,” “technologicalimprovements of networks, etc.” and “increasingly diverse customer needs.” To address these issues,
it will target long-term development of products and services through continuous customer-oriented
measures, along with endeavoring to create new entertainment and business models that respond totechnological improvements of networks, etc., over and above the boundaries of existing operations
and products/services. In addition, it will further strengthen technological research to enable a swift
response to technological advances, environmental changes, and new platforms.
Real Entertainment Unit
This Unit’s industry is facing issues such as “increasingly diverse customer needs” and“intensification of changes in the environment.” To address these issues, it will provide facilities,
services, and content that represent the uniqueness of the Group, by making use of its arcade gameplanning and development capabilities, state-of-the-art technological capabilities, and expertise incommercialization leveraging an IP worldview. Leveraging its strength in having a value chain that
extends from machine development to provision to customers, it will aim to achieve efficient operation
and rapidly respond to diversifying customer needs and changes in the environment.
Visual and Music Production Unit
This Unit’s industry is facing issues such as “increasingly diverse customer needs” and“intensification of competition in IP creation.” To address these issues, it will strengthen the IP
creation structure along with creating and producing new entertainment and IP that fuse visuals, music,
and live events. Furthermore, to strengthen the live event business, it will bolster operation of live
events in Japan and overseas, integrating visuals, music and live performance. In addition, it will also
construct and produce a multipurpose facility for the Group, and use it as a venue that offers uniqueexperiences only the Group can offer.
IP Creation Unit
This Unit’s industry is facing issues such as “intensification of competition in IP creation” and“development of excellent human resources.” To address these issues, it will strive to create IPs
through collaboration between Group companies by producing IP that is closely linked to the Group’s
respective businesses. In addition, it will invest aggressively in enhancing our visual production andproduction technologies, while strengthening collaboration with external partners who have various
capabilities, and it will also strive to develop and secure human resources such as creators within theGroup.
We ask for our shareholders’ further assistance and guidance.

27

(5) Principal Business Offices of the Group (As of March 31, 2019)(i)

The Company
Head Office

5-37-8 Shiba, Minato-ku, Tokyo(ii) Principal Subsidiaries
BANDAI CO., LTD.
BANDAI NAMCO Entertainment Inc.
BANDAI NAMCO Amusement Inc.
BANDAI NAMCO Arts Inc.
SUNRISE INC.
BANDAI NAMCO Holdings USA Inc.
BANDAI NAMCO Holdings France S.A.S.
BANDAI NAMCO Holdings UK LTD.
BANDAI NAMCO Holdings ASIA CO., LTD.
BANDAI NAMCO Holdings CHINA CO., LTD.

Taito-ku, Tokyo
Minato-ku, Tokyo
Minato-ku, Tokyo
Shibuya-ku, Tokyo
Suginami-ku, Tokyo
California, U.S.A.
Puteaux, France
London, U.K.
Hong Kong, China
Shanghai, China(6) Outline of Employees (As of March 31, 2019)(i)

Employees of the Group
Business Segment

Number of Employees

Change from the End ofPrevious Fiscal Year
Increase of 185(Decrease of 46)

Toys and Hobby Business
2,858(2,410)
Network Entertainment
2,550
(534)
Decrease of 59(Increase of 14)
Business
Real Entertainment Business
1,602(6,400)
Increase of 247(Increase of 991)
Visual and Music Production
339(16)
Increase of 28(Increase of 7)
Business
IP Creation Business
156(2)
Increase of 10(–)
Other Businesses
778
(798)
Increase of 38(Increase of 91)
Corporate (Common)
77(1)
Increase of 40(Increase of 1)
Total
8,360
(10,161)
Increase of 489(Increase of 1,058)(Notes) 1. The number of employees refers to the employees actually at work.
2. The average numbers of temporary personnel employed for this fiscal year are presented
separately in parentheses.
3. As the Group changed its classification of business segments in this fiscal year, the change
from the end of previous fiscal year accordingly compares the number of employees in theprevious fiscal year with the number of employees reassigned after the change in classificationof business segments.
4. The increase in the number of employees in the Real Entertainment Business is mainlyreflective of a strengthening of personnel accompanying the opening of facilities in new
business formats and reorganization of the segment. The increase in the number of employees
listed for “Corporate (Common)” is mainly reflective of a strengthening of personnel
accompanying initiatives to make a full- scale business expansion in the Chinese market.
5. The number of employees listed for “Corporate (Common)” is the number of employees in theadministration sectors, etc. of the Company, BANDAI NAMCO Holdings USA Inc., BANDAI
NAMCO Holdings France S.A.S., BANDAI NAMCO Holdings UK LTD., BANDAI NAMCO
Holdings ASIA CO., LTD., and BANDAI NAMCO Holdings CHINA CO., LTD.

28

(ii) Employees of the Company
Change from the End
Average Years of
Average Ageof Previous Fiscal Year
Service23 (–)
Increase of 1 (–)
46.6
17.9
(Notes) 1. The number of employees refers to the employees actually at work.
2. The average number of temporary personnel employed for this fiscal year is presented
separately in parentheses.
3. In calculating the average years of service, with respect to the employees who have transferredfrom other Group companies to the Company, the aggregate number of each employee’s yearsof service at each company is used for calculation.
Number of Employees(7) Principal Lenders (As of March 31, 2019)
Lenders
Mizuho Bank, Ltd.
MUFG Bank, Ltd.
Sumitomo Mitsui Banking Corporation

Amount¥441 million¥277 million¥100 million(8) Other Important Matters of the GroupNot applicable.

29

2. Current Status of the Company(1) Status of Shares (As of March 31, 2019)(i)

Total Number of Shares Issuable:(ii) Total Number of Issued Shares:(iii) Number of Shareholders:

1,000,000,000 shares
222,000,000 shares

32,903 (decrease of 3,546 from the end of the previous fiscal year)(iv) Major Shareholders (Top 10 Shareholders)Name of Shareholders

Number of
Shares Held

Shareholding Ratio(%)

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

14,752,600

6.71

14,658,200

6.67

Kyoko Nakamura

6,203,200

2.82

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

6,000,000

2.73

4,586,100

2.09

4,400,100

2.00

Japan Trustee Services Bank, Ltd. (Trust account 5)

4,057,000

1.84

Nintendo Co., Ltd.
3,845,700
1.75
STATE STREET BANK AND TRUST COMPANY
3,160,210
1.44505001
STATE STREET BANK WEST CLIENT –3,151,452
1.43
TREATY 505234(Notes) 1. The shareholding ratio is calculated after reduction of the number of treasury stocks(2,081,304 shares).
2. Out of the above number of shares held, the numbers of shares relating to the trust
business are as follows:
The Master Trust Bank of Japan, Ltd. (Trust account)
12,879,000 shares
Japan Trustee Services Bank, Ltd. (Trust account)
14,034,600 shares
The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust. MUFG Bank,4,586,100 sharesLtd. account)
Japan Trustee Services Bank, Ltd. (Trust account 5)
4,057,000 shares
3. The 4,586,100 shares owned by The Nomura Trust and Banking Co., Ltd. (Retirement
and severance benefits trust. MUFG Bank, Ltd. account) were the shares of BANDAI
CO., LTD. that were owned by UFJ Bank (currently MUFG Bank, Ltd.), entrusted for
retirement and severance benefits. Those shares were exchanged with the Company’s
shares through the share transfer on September 29, 2005, and MUFG Bank, Ltd. directs
the exercise of the voting rights pertaining to those shares.

30

(2) Directors and Audit & Supervisory Board Members of the Company(i)

Directors and Audit & Supervisory Board Members (As of March 31, 2019)
Title

Responsibilities in the Company and
Major Concurrent Positions

Name

President and Representative Mitsuaki Taguchi
Director
Director
Shuji Ohtsu

Director

Yuji Asako

Director

Masaru Kawaguchi

Director

Satoshi Oshita

Director

Hitoshi Hagiwara

Director

Kazumi Kawashiro

Director

Yasuo Miyakawa

Director

Yuzuru Matsuda

Director

Satoko Kuwabara

Director

Mikiharu Noma

Full Time Audit &Supervisory Board Member
Full Time Audit &Supervisory Board Member
Audit & Supervisory Board
MemberMasataka Nagaike

Audit & Supervisory Board
MemberKatsuhiko Kamijo

Division General Manager of the Group Administrative
Headquarters
President and Representative Director of BANDAI
NAMCO Holdings USA Inc.
President and Representative Director of BANDAI
NAMCO Business Arc Inc.
President and Representative Director of BANDAI
NAMCO Will Inc.
Division General Manager of the Corporate Planning
Division
Responsible for Toys and Hobby Unit
President and Representative Director of BANDAI CO.,LTD.
President and Representative Director of BANDAISPIRITS CO., LTD.
Responsible for Network Entertainment Unit
President and Representative Director of BANDAI
NAMCO Entertainment Inc.
Responsible for Real Entertainment Unit
President and Representative Director of BANDAI
NAMCO Amusement Inc.
President and Representative Director of BANDAI
NAMCO Amusement Lab Inc.
Responsible for Visual and Music Production Unit
President and Representative Director of BANDAI
NAMCO Arts Inc.
Responsible for IP Creation Unit
President and Representative Director of SUNRISE INC.
President and Representative Director of BANDAI
NAMCO Pictures Inc.
President and Representative Director of Evolving
GUNDAM Inc.
Head of Kato Memorial Bioscience Foundation
Outside Director of KUBOTA Corporation
Outside Director of JSR Corporation
Attorney-at-Law
Partner of Mori Hamada & Matsumoto
Associate Professor at Graduate School of Business
Administration, Hitotsubashi University Business School

Toru Shinoda

Certified Public Accountant

Osamu Sudoh

Attorney-at-Law
Partner of Sudoh & Partners
Outside Audit & Supervisory Board Member of
MITSUI-SOKO HOLDINGS Co., Ltd.
Outside Corporate Auditor of Pronexus Inc.
Statutory Auditor of Keikyu Corporation
Certified Public Tax Accountant
Professor at Faculty of Law of Teikyo University
Outside Audit & Supervisory Board Member of The
Resolution and Collection Corporation

31

(Notes) 1. Directors Yuzuru Matsuda, Satoko Kuwabara and Mikiharu Noma are Outside Directors.
2. Full Time Audit & Supervisory Board Member Toru Shinoda and Audit & Supervisory Board
Members Osamu Sudoh and Katsuhiko Kamijo are Outside Audit & Supervisory Board
Members.
3. Full Time Audit & Supervisory Board Member Toru Shinoda is a certified public accountant
and has considerable knowledge of finance and accounting.
4. Audit & Supervisory Board Member Osamu Sudoh has considerable experience withbankruptcy issues as an attorney-at-law and has the deep knowledge of finance and accounting
necessary to engage in such bankruptcy issues.
5. Audit & Supervisory Board Member Katsuhiko Kamijo is a certified public tax accountant andhas considerable knowledge of finance and accounting.
6. The Company has appointed Outside Directors Yuzuru Matsuda, Satoko Kuwabara and
Mikiharu Noma and Outside Audit & Supervisory Board Members Toru Shinoda, Osamu
Sudoh, and Katsuhiko Kamijo as Independent Directors/Audit & Supervisory Board Members
as defined in the rules of the Tokyo Stock Exchange and has filed therewith the notification
regarding their appointments.
7. Director Masaru Kawaguchi retired from office as President and Representative Director of
BANDAI SPIRITS CO., LTD. on March 31, 2019.
8. Director Satoshi Oshita retired from office as President and Representative Director of
BANDAI NAMCO Entertainment Inc. on March 31, 2019.
9. Director Yasuo Miyakawa has retired from office as President and Representative Director of
SUNRISE INC. and President and Representative Director of BANDAI NAMCO Pictures Inc.
on March 31, 2019, and took office as President and Representative Director of BANDAI
NAMCO Entertainment Inc. on April 1, 2019.
(ii) Summary of Contracts Concerning Limited Liability
Not applicable.
(iii) Directors and Audit & Supervisory Board Members Who Retired or Were Dismissed during This
Fiscal Year
Not applicable.
(iv) Remuneration, etc. Paid to Directors and Audit & Supervisory Board Membersa.

Total Amount of Remuneration, etc., Paid During This Fiscal Year
Number of People
7

Amount of Remuneration, etc.
¥525 million

Directors
Audit & Supervisory Board
6¥67 million
MembersTotal
13¥593 million(Outside Directors and Outside
Audit & Supervisory Board(7)(¥82 million)
Members)(Notes) 1. There are no employees serving as Directors.
2. At the Tenth Ordinary General Meeting of Shareholders held on June 22, 2015, it was resolvedthat the remuneration limit for Directors is 850 million yen per fiscal year (of which 60 million
yen is the limit for Outside Directors), and that of the 850-million-yen remuneration limit, 400
million yen is for the limit for base remuneration and the remaining 450 million yen is the limit
for cash bonus. It was also resolved at the Thirteenth Ordinary General Meeting of Shareholders
held on June 18, 2018 that, in addition to that remuneration limit, the Company will provide
monetary compensation claims and cash for delivering common stock of the Company as
performance-based stock compensation, with an upper limit that is the amount obtained bymultiplying 45,000 shares by the share price at the time of delivery (the “Delivery Share Price”)
per year. The Delivery Share Price is the closing price of common stock of the Company on

32

the Tokyo Stock Exchange on the business day immediately preceding the date of the resolution
at the Board of Directors Meeting to deliver the Company’s common stock related to theperformance-based stock compensation plan to be held within two months from the date of theOrdinary General Meeting of Shareholders pertaining to each evaluation fiscal year (if theCompany’s shares were not traded on that day, the closing price on the last day the shares weretraded prior to that).
3. The performance-based stock compensation portion of the above-mentioned amount of
remuneration etc. shall be calculated based on the closing price of the common stock of theCompany on the Tokyo Stock Exchange on March 29, 2019, and when making actual payment,
the Delivery Share Price will be applied.
4. At the Ordinary General Meetings of Shareholders for BANDAI CO., LTD. and NAMCO
LIMITED (currently BANDAI NAMCO Entertainment Inc.) held on June 23, 2005 and on
June 25, 2005 respectively, it was resolved that the remuneration limit for Audit & Supervisory
Board Members shall be 8 million yen per month.
b.
•

Policy and Procedures for Decisions on Remuneration
Remuneration policy
The remuneration system for Directors, excluding Outside Directors, has as its basic policy
the creation of a remuneration framework which provides sustainable growth for the Company
and improves the Company’s corporate value in the medium and long term, by bringing out ahealthy sense of entrepreneurship in its Directors while taking into account what level of
remuneration will enable the Company to secure and retain top grade personnel, throughpromoting sharing of value with the shareholders and ensuring an adequate level of objectivity
and transparency to fulfil its accountability obligations.

•

Remuneration framework
The remuneration framework for Directors, excluding Outside Directors, comprises the baseremuneration as fixed remuneration, performance-based bonuses as variable remuneration, andperformance-based stock compensation that are provided to promote sharing of common value
with all shareholders, to steadily improve actual business performance for each fiscal year, andto support an appropriate level of risk-taking so as to improve the Company’s corporate value
in the medium and long term.
Each Director contributes a fixed proportion of the base remuneration to the shareholding
association for directors and officers to purchase the Company’s shares and continues to holdsuch shares during his or her term of office.
Remuneration standards are determined by utilizing a management remuneration databasewith which data on remunerations are aggregated and analyzed by an external specialist
organization, setting objective benchmarks in light of the scales of the Company’s business
operations and other factors, and comprehensively taking into consideration the proportion of
medium- and long- term performance-based remuneration within annual total remuneration andthe level of difficulty of achieving business performance targets.
Where the standard performance for the period of the Mid-term Plan has been achieved, theratio of fixed remuneration to variable remuneration within annual total remuneration shall be
about 50:50, and the ratio of share-type remuneration shall be slightly more than 20%,comprising the sum of the contribution of a fixed proportion of the base remuneration to theshareholding association for directors and officers, and performance-based stock compensation.

•

Structure for performance-based remuneration
Performance-based bonuses shall be paid in principle according to the consolidated operating
profit of the Group for each fiscal year, in an amount determined within a limit of 1.5% of the
profit attributable to owners of parent for the period, within a range of 0% to 200% of thepredetermined standard amount.
The performance-based stock compensation shall only be granted when the consolidated
operating profit of the Group rises above a prescribed level, and whether compensation is33

granted and what baseline is set shall be determined for each fiscal year during the period of the
Mid-term Plan.
Procedures for decisions on remuneration•

The policy for remuneration, the remuneration framework, and the structure for
performance-based remuneration for Directors, excluding Outside Directors, shall be decided at
Board of Directors Meetings after receiving opinions from the Personnel Committee of which amajority of the members are Outside Directors (independent Outside Directors), in order to elicit
Outside Directors’ adequate participation and appropriate advice.
In the course of deliberations by the Committee, sufficient information is provided to theOutside Directors so that they are able to perform their analysis, including for instance by asking
for advice from external specialist organizations where necessary.
•

Policy and procedures for remuneration of Outside Directors and Audit & Supervisory
Board Members
Remuneration for Outside Directors comprises base remuneration only, to ensure their
independence from the Company, and the amount of remuneration for each Outside Director isdetermined by the Board of Directors Meetings.
Remuneration for Audit & Supervisory Board Members comprises base remuneration only,with the amount set in accordance with their job positions, considering that they bear the duty
to audit the execution of all businesses across the Group. The amount of remuneration for each
Audit & Supervisory Board Member is determined by the Audit & Supervisory Board Meetings.

(v)

Matters Concerning Outside Directors and Outside Audit & Supervisory Board Members

a. Status of Major Concurrent Positions of Other Companies, etc. and Relationships Between Those
Companies, etc. and the Company
Major concurrent positions of Outside Directors and Outside Audit & Supervisory Board Members
are as stated in “(i) Directors and Audit & Supervisory Board Members” on page 31.
Moreover, there are no special relationships between the Company and the entities with which
Outside Directors and Outside Audit & Supervisory Board Members have concurrent positions.
b. Main Activities in This Fiscal Year
(Directors)
Board of Directors Meetings(Held 18 times)
Number of
Meetings
Attendance Rate
Attended
YuzuruMatsudaSatokoKuwabara

Mikiharu
Noma

18

18

18

Statements Made at Board of Directors Meetings

100.0%

Provided advice and proposals by giving opinions, etc.
reflecting his broad view on overall management
based on his wealth of experience and position as acorporate officer to ensure the appropriateness andvalidity of decisions of the Board of Directors.

100.0%

Provided advice and proposals by giving opinions, etc.
primarily from her position as an attorney-at-law toensure the appropriateness and validity of decisions of
the Board of Directors.

100.0%

Provided advice and proposals by giving opinions, etc.
from his profound scholarly knowledge accumulated
throughout his study and teaching activities in the fieldof corporate strategy to ensure the appropriateness andvalidity of decisions of the Board of Directors.

34

(Audit & Supervisory Board Members)
Board of Directors
Meetings(Held 18 times)
NumberofAttendance
Meetings
Rate
Attended

Toru
Shinoda

Osamu
Sudoh

KatsuhikoKamijo14

18

18

100.0%

100.0%

100.0%

Audit & Supervisory
Board Meetings(Held 14 times)
NumberofAttendance
Meetings
Rate
Attended

9

14

14

Statements Made at Board of Directors
Meetings and Audit & Supervisory Board
Meetings

100.0%

Provided advice and proposals by giving
opinions, etc. primarily from his position
as a certified public accountant to ensure
the appropriateness and validity ofdecisions of the Board of Directors andthe Audit & Supervisory Board.

100.0%

Provided advice and proposals by giving
opinions, etc. primarily from his position
as an attorney-at-law to ensure theappropriateness and validity of decisionsof the Board of Directors and the Audit &Supervisory Board.

100.0%

Provided advice and proposals by giving
opinions, etc. based on his wealth ofexperience dealing with tax affairs andfrom his profound scholarly knowledge
via his teaching activities in tax affairs toensure the appropriateness and validity ofdecisions of the Board of Directors andthe Audit & Supervisory Board.

(Note) Mr. Toru Shinoda was elected at the Thirteenth Ordinary General Meeting of Shareholders
held on June 18, 2018, and thus, the number of Board of Directors Meetings and Audit &Supervisory Board Meetings on which his attendance rate is based differs from that of otherOutside Audit & Supervisory Board Members. There have been 14 Board of Directors
Meetings and 9 Audit & Supervisory Board Meetings since he assumed the office of Audit &Supervisory Board Member.
c. Total Amount of Remuneration, etc. Paid to Directors and Audit & Supervisory Board Membersby the Parent Company and Subsidiaries, etc.
Not applicable.

35

(3) Accounting Auditors(i)Name: KPMG AZSA LLC(ii) Amount of Remuneration, etc.
Amount of Remuneration, etc.
Amount of Remuneration, etc. for Accounting Auditors¥84 million
for This Fiscal Year
Total in Money and Other Financial Benefits to Be Paidby the Company and Its Subsidiaries to Accounting¥273 million
Auditors(Notes) 1. BANDAI NAMCO Holdings USA Inc., BANDAI NAMCO Holdings France S.A.S., BANDAI
NAMCO Holdings UK LTD., BANDAI NAMCO Holdings ASIA CO., LTD., and BANDAI
NAMCO Holdings CHINA CO., LTD., among major subsidiaries of the Company, are audited(within the meaning of being audited as required by the Companies Act and Financial
Instruments and Exchange Act or the equivalent laws and regulations in other countries) byaudit firms (including entities overseas with qualifications equivalent to those of a Japanese
audit firm) other than the Company’s Accounting Auditor.
2. Under the audit agreement between the Company and its Accounting Auditor, there is no clear
distinction between the amount of remuneration, etc., for audits under the Companies Act andthat under the Financial Instruments and Exchange Act; furthermore, it is practically impossible
to make such distinction. Therefore, the amount of remuneration, etc., for Accounting Auditors
for this fiscal year described above is the total amount of remuneration, etc., for these audits.
3. The Audit & Supervisory Board of the Company has analyzed and evaluated the audit reportfor the previous fiscal year, and reviewed the sufficiency of the audit plan for this fiscal year
as well as the appropriateness of the time for audit planning, the staffing plan, and the hourlyrate. As a result, the Audit & Supervisory Board concluded that the Accounting Auditor
remuneration is appropriate and gave its consent to the remuneration in accordance with Article
399, Paragraph 1 of the Companies Act.
(iii) Non-Auditing Operations
Not applicable.
(iv) Policy on Removal or Non-Renewal of an Accounting Auditor
If the Audit & Supervisory Board judges that action is necessary, such as in cases where the
Accounting Auditor’s execution of its duties is impeded, the Audit & Supervisory Board will
determine the contents of a proposal to be submitted to the General Meeting of Shareholders
regarding the removal or non-renewal of the Accounting Auditor.
In addition, if the items stipulated in the matters set forth in Article 340, Paragraph 1 of theCompanies Act are deemed applicable to the Accounting Auditor, the Accounting Auditor will be
removed based on the agreement of all Audit & Supervisory Board Members. If this occurs, an
Audit & Supervisory Board Member selected by the Audit & Supervisory Board will report the factof the Accounting Auditor’s removal and the reason for the removal at the first General Meeting of
Shareholders held after the removal.
(v)

Summary of Contracts Concerning Limited Liability

Not applicable.

36(4) Systems for Ensuring the Properness of Operations and Operating Status of the Systems(As of March 31, 2019)
Systems for Ensuring the Properness of Operations
The following outlines decisions regarding the basic policy for the structure of internal control
systems.
(i)

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

(ii) Systems for Preserving and Managing Information Related to Directors’ Execution of Their
Dutiesa. The Company shall establish regulations concerning document management and ensure (i) the
centralized collection and management of minutes of several kinds of meetings, contracts andother documents, and (ii) appropriate safekeeping and management of important documents
including documents circulated for approval in each department. The Company shall have asystem to ensure that Directors and Audit & Supervisory Board Members may peruse those
documents at any time.
b. The Company shall establish regulations concerning information security as a part of Groupmanagement. These regulations will provide for a system to ensure appropriate safekeeping andpreservation of information.

37

(iii) Regulations Concerning Management for Risk of Loss of the Company and Its Subsidiaries andOther Systems
a. The Company shall establish regulations concerning risk management and compliance as a partof Group management. Throughout the Group, we will work to prevent risk and to discover risk
factors as rapidly as possible.
b. When risk arises, the Company shall convene the Group Risk Compliance Committee without
delay to minimize the impact of risk on our business by responding to risk quickly and in an
appropriate manner.
c. Anticipating the occurrence of situations that could cause drastic damage to the management of
the Group through a major disaster or the like, the Group shall define the basic policy for a
Business Continuity Plan (BCP) for the Group, and formulate a BCP for the Group and organizea Business Continuity Management (BCM) system to achieve rapid recovery and restart ofoperations. Directors and employees of the Company and its subsidiaries shall be made aware ofthis.

(iv) Systems to Ensure That Directors, etc. of the Company and Its Subsidiaries Execute Their Duties
Efficiently
a. The Company shall assign each subsidiary into Units categorized by business segment, andappoint a Director and core company in charge of each Unit in order to improve efficiency ofbusiness operations based on the division of duties, chain of command structure, authorities andcompetencies, decision making frameworks and other regulations regarding structure within theGroup.
b. The Company shall formulate a Mid-term Plan with a period of three business years for the entire
Group and each Unit, and determine the budget for each business year based on those Mid-term
Plans.

(v)

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

a. The Company shall establish meetings such as Group Business Report Meetings and GroupManagement Meetings, and put in place a system for reporting inside the Group and decision
making.

(vi) Other Systems to Ensure Proper Business Behavior by the Company and Its Subsidiaries
a. The Company shall revise the Group Compliance Charter as appropriate in response to revisions
to laws and regulations and changes in the social context surrounding the Group, and shall ensurethat the contents of the Charter are made thoroughly known to Directors, etc. and employees of
the Company and its subsidiaries through distributing the Compliance Book and through training.
b. The Company and its subsidiaries shall endeavor to improve and standardize business processes
considering the importance of effectiveness and efficiency in business operations, and shallevaluate and operate internal controls on financial reporting based on related laws and regulations,
etc.

38

(vii) Matters Regarding Employees Required by Audit & Supervisory Board Members to Assist Their
Duties, and Matters Regarding the Independence of Such Employees from the Board of
Directors
a. The Company shall provide a speedy response when Audit & Supervisory Board Members ask
the President and Representative Director to provide employees to assist their duties. Where that
employee simultaneously works for any other section, his or her business duties pertaining to the
Audit & Supervisory Board Members shall take priority.
b. The Company shall provide an opportunity for Directors and Audit & Supervisory Board
Members to consult in advance regarding personnel matters relating to such employees, so as toensure independence from the Board of Directors.
(viii) Matters Concerning Ensuring the Effectiveness of Instructions to Employees Who Assist the
Audit & Supervisory Board Members
a. The Company shall keep Directors and employees thoroughly informed that employees who
assist the Audit & Supervisory Board Members in their duties are under the command of the
Audit & Supervisory Board Members.

(ix) System for Directors, etc. and Employees of the Company and Its Subsidiaries to Report to theCompany’s Audit & Supervisory Board Members
a. Directors, etc. and employees of the Company and its subsidiaries shall report to the Audit &Supervisory Board promptly with regard to matters prescribed by laws and regulations, othermatters likely to have a major impact on the Company and the Group, and matters related to thecurrent status of internal audits and compliance.
b. Directors, etc. and employees of the Company and its subsidiaries shall report promptly andappropriately when requested to do so by an Audit & Supervisory Board Member of the Company
regarding the performance of their duties.
c. The Company shall put in place an Audit & Supervisory Board Members Hotline to allow reports
to be made directly to the Company’s Audit & Supervisory Board Members as an internalreporting system.
(x) System for Ensuring That Persons Making Reports to Audit & Supervisory Board Members
Shall Not Be Treated Disadvantageously
a. The Company shall prohibit the disadvantageous treatment of persons who have reported or
consulted with Audit & Supervisory Board Members, and shall state that clearly in the Group
Risk Compliance Regulations and make it thoroughly known to Directors, etc. and employees of
the Company and its subsidiaries.

(xi) Matters Regarding Policies Pertaining to Procedures for Advance Payments or Reimbursementof Expenses Arising in the Performance of Duties by Audit & Supervisory Board Members andOther Payment of Expenses and Liabilities Arising in the Performance of Said Duties
a. The Company shall immediately pay expenses or liabilities where an Audit & Supervisory Board
Member has requested advance payments or reimbursement of expenses arising in theperformance of his or her duties, excluding cases where they were not considered necessary forthe performance of said duties.

39

(xii) Other Systems to Ensure the Effectiveness of Audits Conducted by the Audit & Supervisory
Board Members
a. Directors of the Company shall formulate a system whereby Audit & Supervisory Board
Members can attend important meetings, and ensure that a system exists whereby they can meet
periodically or on an ad hoc basis with Directors and employees, and cooperate with Internal
Audit Division and Accounting Auditors.
b. Subsidiaries of the Company shall install an appropriate number of Audit & Supervisory Board
Members according to their scale, business category, etc., and ensure that there are systems inplace wherein Audit & Supervisory Board Members of subsidiaries report periodically to the
Audit & Supervisory Board Members of the Company.

40

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

Overall Internal Control Systems
In order to establish and operate overall internal control systems at the Company and its
subsidiaries, an Internal Control Committee established within the Company conducts regularmonitoring and evaluation of internal controls and reports to the Board of Directors as internal
control reports. Improvements are implemented based on these reports. The appropriateness andreliability of evaluations of internal controls are ensured by having Internal Audit Divisions
established at the Company and its major subsidiaries conduct appropriate internal audits.

2.

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

3.

Subsidiary Business Management
The Company assigns each subsidiary into five Units categorized by business segment, andappoints a Director and core company in charge of each Unit in order to improve efficiency ofbusiness operations based on the division of duties, chain of command structure, authorities andcompetencies, decision making frameworks and other regulations regarding structure within theGroup. The Group Business Report Meetings (held three times this fiscal year) and the GroupManagement Meetings (held ten times this fiscal year) are convened regularly to allow
information sharing across the Group and facilitate decision-making. The Company has alsoestablished and controls a business management system at subsidiaries, with a central role playedby the Company’s Business Planning Division, and monitors progress every month through areview of the Mid-term Plans and business performance across the Group and at each Unit. In
addition, the Company’s Internal Auditing Division efficiently monitors the Group’s internal
controls through regular internal audits of the subsidiaries.

41

4.

Execution of Duties by Directors
The Company has established the Group’s Corporate Philosophy, the Group Compliance
Charter, and the Group Rules for Executives and has disseminated these regulations to ensurethat Directors carry out their duties in a fair and legal manner. The Company has appointed anumber of independent Outside Directors and actively exchanged ideas with them at the Boardof Directors Meetings and executive training sessions in order to strengthen the supervisory
function of the Company. The Independent Directors and Audit & Supervisory Board Members
Committee consisting of only independent Outside Directors and independent Outside Audit &Supervisory Board Members evaluates the effectiveness of the Board of Directors and works on
corporate governance and corporate value improvement. In this fiscal year, the Board of
Directors Meetings were held 18 times and the Independent Directors and Audit & Supervisory
Board Members Committee meeting was held once.

5.

Audits by the Audit & Supervisory Board Members
The Audit & Supervisory Board Members of the Company attend key meetings at theCompany and the major subsidiaries, including the Board of Directors Meeting and the Group
Business Report Meetings, and audit the execution of duties by Directors and compliance withlaws and regulations and the Articles of Incorporation. The Audit & Supervisory Board Meetings
convened 14 times this fiscal year, allowing the Audit & Supervisory Board Members to
exchange opinions and share information on important matters. The Audit & Supervisory Board
Members also meet regularly or as needed with the Directors of the Company, Internal Auditing
Divisions, the Audit & Supervisory Board Members of subsidiaries and the Accounting Auditors
to ensure the audits conducted by the Audit & Supervisory Board Members are effective andefficient.

42

(5) Basic Policy Concerning Control of the Company(i)Content of Basic Policy

The Corporate Value of the Group
Guided by our vision of becoming “The Leading Innovator in Global Entertainment,” the Groupmission is to continue to offer “Dreams, Fun and Inspiration,” through entertainment, to people
throughout the world.
Emerging victoriously in the global competition of the fast-changing world of entertainment
requires not only construction of a solid management foundation but also the creation of entertainment
constantly predicting the changes of times and environments. Such creation is closely linked to raising
the corporate value of the Company.
Therefore, in determining what and how a person or entity controlling decisions on the financial
and business policies should be, the Company should take the enhancement of the corporate value
into account.
What and How a Person or Entity Controlling Decisions on the Financial and Business Policies
Should Be
We believe that a person or entity controlling decisions on financial and business policies shouldbe the one who sufficiently understands the importance of the above kind of managerial vision andmission of the Group, the managerial resources, such as human resources and content, that support
the accomplishment of that vision and mission, and the importance of various stakeholders related to
the Company, and who maximizes the corporate value of the Company and its shareholders’ common
interests over the medium to long term.
Therefore, we believe that, in the event that any person or entity that attempts to acquire large
quantities of the Company’s shares falls under any of the following and would harm the Company’s
corporate value for such reason, such person or entity is inappropriate to control the decisions of theCompany’s financial and business policies:
 Any person or entity who could clearly harm the Company’s corporate value, Any person or entity who forces shareholders to sell their shares in a hurry by creating a
disadvantageous situation if they do not accept a takeover proposal, or Any person or entity that does not provide the Company with the information or the time required
for making decisions.
(ii) Details of Engagement
The Board of Directors of the Company, to whom the shareholders have entrusted the managementof the Company, is engaged in the following efforts to implement the Group’s basic policy.
Steps to Increase the Corporate Value of the Group

Promoting the Mid-term Plan
Under the Mid-term Plan started in April 2018, the Group aims to evolve the IP axis strategy
further and achieve penetration and expansion in global markets. At the same time, we are also
pursuing various strategies in order to strengthen development in regions and businesses with highgrowth potential. The Group is committed to moving to the next stage as an entertainment
corporate group and improving the corporate value, by pushing forward these strategies.

Strengthening Corporate Governance
The president and representative director of each core company responsible for each Unit also
serves on the Company’s Board of Directors. This contributes to strengthening the collaborative
efforts between the holding company and the operating companies and between the operatingcompanies and to facilitating speedier decision-making as a group. In addition, the Company isworking to strengthen management oversight functions by stipulating in the Articles of43Incorporation of the Company that the Company should appoint at least two Outside Directors
and also making sure that all of the Outside Directors are independent Outside Directors. In
addition, the Company has organized an Independent Directors and Audit & Supervisory Board
Members Committee with the aim of evaluating the appropriate functioning of the Board of
Directors from an objective perspective. The Independent Directors and Audit & Supervisory
Board Members Committee comprises three independent Outside Directors and three independent
Outside Audit & Supervisory Board Members only, and its secretariat functions are entrusted to athird-party specialist organization. In this way, the Company retains a more highly effective
supervisory function over the Board of Directors.
Promoting Efficient Management
The Group has put in place standards for business reconstruction; it has reinforced systems forcontinuous monitoring in order to discern business trends more swiftly, and is making swift
decisions on restructuring businesses or withdrawing from them, based on in-house indicators. In
addition, the Group is working towards cost reductions by standardizing processes across theGroup as a whole and is promoting managerial efficiency.

Reinforcing Personnel Strategies
The Group, as a corporate group delivering “Dreams, Fun, and Inspiration,” aspires to be “agroup centered on human resource management, particularly on entertainment and imagination,”where companies and employees of various individual characteristics can work energetically withpeace of mind. We have been working on global human resource development, proactive
personnel exchanges, establishment of systems to enable diverse human resources to play activeroles, and establishment of various systems to enable employees to work in good mental andphysical health. Under the Mid-term Plan, in addition to these systems, we are promoting
measures such as systems for receiving proposals for better enabling employees to take on new
challenges, systems to support their endeavors, and initiatives to increase the Group’s productivity.



Reinforcing CSR (Corporate Social Responsibilities) Activities
The Group, as a corporate group delivering “Dreams, Fun, and Inspiration,” has defined theGroup-wide “CSR Initiatives” that include three types of responsibilities; “Environmental andSocial Responsibilities,” “Economic Responsibilities,” and “Legal and Ethical Responsibilities(compliance),” and is promoting a variety of CSR activities.



Proactive IR Activities
The Company discloses information in a timely and appropriate manner in accordance with the
Financial Instruments and Exchange Act and rules prescribed by the Tokyo Stock Exchange. We
aim to be a highly transparent corporation that clearly provides our stakeholders, in particular ourshareholders, with information concerning management strategies and business directions. The
Group thus works to provide ample opportunities, for instance, company information meetings
and financial information meetings for the president and representative director and otherexecutives of the Company to explain directly to both foreign and Japanese individual investors,
institutional investors, stock analysts, etc.

Proactive Policy for the Return of Profits to Shareholders
The Company ranks the return of profits to shareholders as one of its highest priorities in its
management. The Company aims to further strengthen the Group’s competitiveness and, while
maintaining a sound financial status, to achieve regular distributions of dividends andimprovement in the Company’s corporate value. Specifically, the Company follows a basic policyof providing a return to shareholders that targets a total return ratio of 50% or more based on stabledividend payments of 2% of DOE (dividends on equity). Under this policy, the Company strives
to maintain long-term and stable dividends and be more aware of capital cost.

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

45

Consolidated Balance Sheet(As of March 31, 2019)(Millions of yen)AmountASSETS
Current assets
Cash and time deposits
Trade receivables
Finished goods and merchandiseWork in process
Raw materials and supplies
Other current assets
Allowance for doubtful receivables
Total current assets

213,851
93,08319,06242,4283,580
26,836(890)
397,951

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

15,067
17,60642,677
12,24287,593
11,84574,023
147
24,81916,941(366)
115,564
215,003612,95546

(Millions of yen)AmountLIABILITIESCurrent liabilities
Trade payables
Accrued income taxes
Provision for directors’ bonuses
Other provision
Other current liabilities
Total current liabilities

74,804
17,495
1,835
1,669
68,087
163,893Long-term liabilities
Net defined benefit liability
Deferred tax liabilities for land revaluation
Other long-term liabilities
Total long-term liabilities
TOTAL LIABILITIES

10,383333
8,700
19,417
183,311NET ASSETSStockholders’ equity
Common stock
Capital surplus
Retained earnings
Treasury stock
Total stockholders’ equity

10,00052,308369,315(2,298)429,326

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

20,1905(5,920)(8,864)(5,705)(294)
612
429,644
612,95547

Consolidated Statements of Operations(From April 1, 2018 to March 31, 2019)

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Rent income
Gain on valuation of derivatives
Other non-operating income
Non-operating expenses
Interest expense
Loss on cancellation of rental contracts
Other non-operating expenses
Recurring profit
Extraordinary income
Gain on sales of fixed assets
Other extraordinary income
Extraordinary loss
Loss on impairment of fixed assets
Loss on disposal of fixed assets
Loss on disposal of receivables on affiliatedcompanies
Other extraordinary loss
Profit before income taxes
Corporate income, inhabitant and enterprise taxes
Adjustment for income taxes
ProfitLoss attributable to non-controlling interests
Profit attributable to owners of parent

48(Millions of yen)Amount732,347
469,791
262,555
178,51084,045
536
584
398
753
701
36
25
93
2,109
228

2,973

155
86,863
2,338

954
325
781
302
29,566(5,361)

2,362
86,83824,20562,632(751)
63,383

Consolidated Statement of Changes in Net Assets (From April 1, 2018 to March 31, 2019)(Millions of yen)
Stockholders’ equity
Common stock

Capital surplus

10,00052,196

Balance at beginning of year

Retained earnings
334,264

Treasury stock

Total stockholders’equity(2,326)394,133

Changes during the period
Cash dividends(28,366)(28,366)

Profit attributable to owners ofparent63,38363,383Purchase of treasury stock
Disposal of treasury stock

112

Changes in treasury stock
accompanying changes toholdings in companies to which
the equity method is applied
Reversal of revaluation reserve
for landNet changes of items other thanstockholders’ equity

(5)

(5)

33

145

0

0

33

Total changes during the period
Balance at end of year

33

–

112

35,051

28

35,192

10,00052,308369,315(2,298)429,326

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

Balance at beginning of year

11,696

Deferred gains
or losses onhedges,net of tax(300)

Revaluation
reserve for land,
net of tax

Foreigncurrencytranslation
adjustments(5,887)(8,330)Remeasurements Total accumulatedof definedotherbenefit plans,
comprehensive
net of tax
income(4,756)(7,577)

Non-controllinginterests

Total net assets

797

387,354

Changes during the period
Cash dividends(28,366)

Profit attributable to owners ofparent63,383Purchase of treasury stock(5)

Disposal of treasury stock

145

Changes in treasury stock
accompanying changes toholdings in companies to which
the equity method is applied
Reversal of revaluation reserve
for landNet changes of items other thanstockholders’ equity

0

(33)

(33)

–

8,494

305

–

(534)

(948)

7,316

(185)

7,131

Total changes during the period

8,494

305

(33)

(534)

(948)

7,282

(185)

42,289Balance at end of year

20,1905(5,920)(8,864)(5,705)

(294)

612

429,64449

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

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

Status of Consolidated Subsidiaries:(i)

Total Number of Consolidated Subsidiaries:
81 companies(ii)

Names of Principal Consolidated Subsidiaries:
BANDAI CO., LTD., BANDAI NAMCO Entertainment Inc., BANDAI NAMCO
Amusement Inc., BANDAI NAMCO Arts Inc., SUNRISE INC., BANDAI NAMCO
Holdings USA Inc., BANDAI NAMCO Holdings France S.A.S., BANDAI NAMCO
Holdings UK LTD., BANDAI NAMCO Holdings ASIA CO., LTD., and BANDAI
NAMCO Holdings CHINA CO., LTD.
BANDAI VISUAL CO., LTD. has changed its name to BANDAI NAMCO Arts Inc.

(iii) Changes in the Scope of Consolidation:
Because BANDAI NAMCO Collectibles LLC, BANDAI NAMCO Network Services Inc.,BANDAI NAMCO Amusement Lab Inc., BANDAI NAMCO Content Fund LLP, BANDAI
NAMCO Toys & Hobby (SHANGHAI) CO., LTD., SUNRISE BEYOND INC., and Evolving
GUNDAM Inc. were newly established in the fiscal year ended March 31, 2019, thesecompanies are now included in the scope of consolidation.
Since Lantis Co., Ltd. and Grand-Slam Ltd., which were consolidated subsidiaries in the fiscal
year ended March 31, 2018, were merged into consolidated subsidiaries of the Company by anabsorption-type merger, they have been excluded from the scope of consolidation.
(2)

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

(ii)

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

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

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

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

Names of the Principal Affiliated Companies to Which the Equity Method Was Applied:
Happinet Corporation, Sotsu Co., Ltd., People Co., Ltd., and Drecom Co., Ltd.

50

(iii) Changes in the Scope of Application of the Equity Method:
Because Drecom Co., Ltd. became an affiliated company as a result of the acquisition of its
shares in the fiscal year ended March 31, 2019, the company is now included in the scope of
application of the equity method.
(2)

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

(ii)

Reason the Equity Method Was Not Applied to the Company:
The equity method was not applied to this company, because it was deemed that the exclusionof the company from the application of the equity method would have little, and no material
impact on the consolidated financial statements of the Company and it seemed unimportant as awhole in consideration of the company’s profit or loss and retained earnings, etc. corresponding
to the Company’s equity share in it.

(iii) Special Notes Regarding Procedures for Applying the Equity Method:
If any of the companies to which the equity method is applied has a closing date that differs fromthe consolidated closing date, then the financial statements for the fiscal year of that company
are used.
3. Information Concerning the Fiscal Year, etc. for Consolidated Subsidiaries
The fiscal year closing dates for BANDAI (SHENZHEN) CO., LTD., BANDAI NAMCO(SHANGHAI) CO., LTD., BANDAI NAMCO Holdings CHINA CO., LTD., BANDAI NAMCOEntertainment (SHANGHAI) CO., LTD., and BANDAI NAMCO Toys & Hobby (SHANGHAI) CO.,LTD. are December 31, and their financial data as of their respective closing dates are used. The
fiscal year closing date for Sun-Star Stationery Co., Ltd. is June 30 and its financial data is based ona provisional closing as of December 31 pursuant to procedures for the fiscal year-end closing.
Necessary adjustments on a consolidated basis are made when transactions of material importanceoccur between the reported closing date and the consolidated closing date.
4. Accounting Policies(1)(i)

Valuation Basis and Methods for Significant Assets:
Valuation Basis and Methods for Securities:
Available-for-sale securities:
Securities with market quotations:
Stated using the market price method based on amounts using market prices,
etc. on the closing date. (Valuation differences are reflected directly in net assets
and cost of sales is calculated using the moving average method.)
Securities without market quotations:
Stated using the cost method based on the moving average method. With respect,however, to contributions to limited partnerships for investment and similar
partnerships (deemed to be securities under Article 2, Paragraph 2 of the
Financial Instruments and Exchange Act), these are stated by the net amountcorresponding to the Company’s equity share, based on the most recent
available financial reports according to the date for settlement of accounts
provided for in the partnership agreement.

51

(ii)

Derivative Transactions: Stated using the market price method.

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

Depreciation Methods for Significant Depreciable Assets:(i)

Property, Plant and Equipment (Exclusive of leased assets):
The Company and domestic consolidated subsidiaries:
Generally stated using the declining-balance method.
However, for buildings (excluding equipment attached thereto) acquired on or after
April 1, 1998 and for part of the amusement facilities and machines, etc., the straightline method was used.
The general useful life of property, plant and equipment is as follows:
Buildings and structures:
3 to 50 years
Amusement facilities and machines:
3 to 15 years
Overseas consolidated subsidiaries:
Stated using the straight-line method.
The general useful life of property, plant and equipment is as follows:
Buildings and structures:
5 to 50 years
Amusement facilities and machines:
3 to 7 years(ii)

Intangible Assets (Exclusive of leased assets):
Stated using the straight-line method.
The general useful life of software is as follows:
Software (used internally):
1 to 5 years(iii) Leased Assets:
Stated using the straight-line method, with the useful life set to the lease period, for aresidual value of zero.
(3)

Basis of Recognition for Significant Provision:(i)

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

(ii)

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

52

(4)

Accounting Standards for Significant Income and Expense:(i)Video Game Software Revenue Recognition:
Consolidated subsidiaries operating in the United States recognized revenue inaccordance with “Software Revenue Recognition” of FASB Accounting Standards
Codification No. 985-605, treating video game software with online functions assoftware products with multiple-element arrangements. Recording of revenue
attributable to video game software is deferred until the undelivered elements arerecognized as delivered.

(ii)

Video Game Software Production Costs:
A distinctive characteristic of video game software is the process through which thesoftware is highly combined with the content that cannot be separated into identifiable
components.
The content is considered to be an important component of each video game title, which
includes the game content and visual/music data.
Once management makes a decision to go forward in distributing a title, the Company
records the software and content development costs as work in process.
The capitalized production costs are amortized to cost of sales based on projected sales
volumes.

(5)Significant Accounting Policies for Hedging:(i)

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

(ii)

Hedging Instruments and Hedged Items:
Hedging instruments:

Forward exchange contracts and currency option
contracts

Hedged items:

Foreign-currency-denominated assets and liabilities andscheduled transactions(iii) Hedging Policies:
Hedging is implemented for the purpose of reducing risks arising from fluctuations in
exchange rates involved in operational and financing activities.
(iv) Method of Assessing the Effectiveness of Hedging:
The Company assesses the effectiveness of hedging transactions, in principle, from thestart of the transaction to the point at which effectiveness is assessed by comparing the
cumulative changes in the fair value or the cumulative changes in the cash flows of thehedged item with the cumulative changes in the fair value or the cumulative changes in
the cash flows of the hedging instrument.
In the event that critical terms are the same for the hedging instrument and the hedged
assets, liabilities, or scheduled transaction, it is assumed that the hedge is 100% effective,
so the assessment of effectiveness is not performed.
(6)

Amortization of Goodwill
Goodwill is amortized over a five-year period using the straight-line method.

53

(7)

Other Important Information Constituting the Basis of Preparation of Consolidated Financial Statements(i)

Method of Accounting for Retirement Benefits
a. Method of attributing expected retirement benefits to periods
In calculating the retirement benefit obligations, the benefit formula basis is mainly used indetermining the amount of the expected retirement benefit obligations attributed to the period
up to the end of this fiscal year.
b. Method of recognizing actuarial gains and losses and past service costs
Actuarial gains and losses are recognized in gain or loss in the year following the year in whicha respective gain or loss arises, and are amortized proportionally on a straight-line basis overa certain period (9 to 19 years) that is within the average remaining period of service of theeligible employees.
The entire amount of past service costs is recognized in gain or loss in the fiscal year during
which it arises, and is amortized on a straight-line basis over a period (10 years), which iswithin the average remaining years of service of the eligible employees.
c. The Company and certain consolidated subsidiaries use a simplified method in calculating net
defined benefit asset, net defined benefit liability, and periodic pension cost under which
retirement benefit obligations are principally based on accrued benefits at the end of the year.

(ii)

Accounting Treatment of Consumption Tax:
Consumption tax is accounted for separately and is not figured into each listed item.

(iii) Application of Consolidated Taxation System:
The Company has applied the consolidated taxation system.

II.

Notes to Changes in Method of Presentation(Consolidated Balance Sheet)“Provision for sales returns” (the balance of which at the end of this fiscal year is 475 million yen),which had been stated separately in the previous fiscal year, is included in “Other provision” under“Current liabilities” due to the immateriality for this fiscal year.
(Consolidated Statements of Operations)(1) “Equity in gain of affiliated companies” (the balance of which at the end of this fiscal year is 242
million yen), which had been stated separately in the previous fiscal year, is included in “Other
non-operating income” under “Non-operating income” in this fiscal year since it is at or below 10
percent of the total non-operating income.
(2) “Provision of allowance for doubtful accounts” (the balance of which at the end of this fiscal year
is 0 million yen), which had been stated separately in the previous fiscal year, is included in “Other
non-operating expenses” under “Non-operating expenses” in this fiscal year since it is at or below
10 percent of the total non-operating expenses.
(3) “Loss on valuation of stocks of affiliated companies” (the balance of which at the end of this fiscal
year is 129 million yen), which had been stated separately in the previous fiscal year, is included
in “Other extraordinary loss” under “Extraordinary loss” in this fiscal year since it is at or below
10 percent of the total extraordinary loss.
(Application of “Partial Amendments to Accounting Standard for Tax Effect Accounting” and relevant
Guidances)
The Group has applied the “Partial Amendments to Accounting Standard for Tax Effect Accounting”(ASBJ Statement No. 28, February 16, 2018) and relevant Guidances effective from the beginningof this fiscal year. Accordingly, deferred tax assets were presented under “Investments and otherassets” and deferred tax liabilities were presented under “Long-term liabilities.”54III. Notes to Consolidated Balance Sheet
1. Assets Pledged as Collateral
Cash and time deposits
There are no liabilities associated with this collateral.

¥44 million

In addition to the above, the assets deposited as a security deposit for issuance under the Payment
Services Act, are as follows:“Other investments and assets” under “Investments and other assets” ¥1,553 million
2. Amount of Accumulated Depreciation of Property, Plant and Equipment:¥165,778 million

3. Guarantee Obligation:
The Company has guarantee obligations concerning obligations in leasing contracts of companies
other than consolidated companies.
¥6 million

BANDAI NAMCO Will Inc.
4. Land Revaluation

A revaluation of land for business-use was implemented pursuant to the “Land Revaluation Act”
(Act No. 34 of 1998; enacted on March 31 of that year) and the revalued difference was recorded
under net assets.
Revaluation Method:
The fair value of land is determined based on official notice prices that are calculated by
the method assessed and published by the Commissioner of the National Tax Agency. The
Commissioner assesses and publishes the method to calculate land value that forms thefoundation for calculating taxable value for land value tax prescribed in Article 16 of theLand Value Tax Act (Act No. 69 of 1991; enacted on May 2 of that year), as stipulated in
Article 2, Item (iv) of the Order for Enforcement of the Land Revaluation Act (Cabinet
Order No. 119 of 1998; enacted on March 31 of that year). Reasonable adjustments are
made to the official notice prices.
Revaluation Date: March 31, 2002
Difference between the fair value of the revalued land at the end of this fiscal year and the bookvalue after the revaluation: negative 374 million yen.
5. Bills Maturing on the Last Day of the Fiscal Year
Bills maturing on the last day of the fiscal year are settled as of a bill clearing day. However, since
the last day of this fiscal year was a holiday for financial institutions, the following bills maturing on
the last day of the fiscal year are included in the balance at the end of the fiscal year.
Notes receivable¥169 million

Notes payable¥582 million

55

IV. Notes to Consolidated Statement of Changes in Net Assets
1. Type and Total Number of Shares Issued as of the End of This Fiscal Year
Common stock

222,000,000 shares

2. Matters Concerning Distribution of Surplus(1)

Paid Dividend Amounts, etc.

Date of Resolution
June 18, 2018,
Ordinary General
Meeting of
Shareholders
November 7, 2018,
Board of Directors
Meeting(2)

Type ofsharesTotal amountof dividends(millions ofyen)

Dividend pershare (yen)Commonstock

24,407

Common
stock

3,958

Date of record

Effective date

111

March 31,2018

June 19, 201818

September 30,
2018

December 7,
2018

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

Date of Scheduled
Resolution

Type ofsharesTotal amountof dividends(millions ofyen)

Source ofdividends

Dividend
per share(yen)

Date ofrecordEffective
date

June 24, 2019,
Ordinary General
Meeting of
Shareholders

Commonstock

27,929Retainedearnings

127

March 31,2019

June 25,
2019

V. Notes Concerning Financial Instruments
1. Financial Instruments
The Group manages funds by means of highly secure financial instruments only and procures funds
through borrowing from banks and other financial institutions.
With regard to credit risk posed by customers with respect to trade receivables, which are operatingreceivables, credit information on major customers is updated at least once a year, to minimize suchcredit risk. Hedging is implemented as necessary through the use of forward exchange contracts
for the purpose of reducing risks arising from fluctuations in exchange rates for foreign-currencydenominated operating receivables.
Shares, which are investment securities, are exposed to the risk of market price fluctuations; theirfair values are checked once a quarter.
Part of trade payables, which are operating liabilities, is denominated in foreign currencies.
Hedging is implemented as necessary through the use of forward exchange contracts and currency
option contracts for the purpose of reducing risks arising from fluctuations in exchange rates forforeign-currency-denominated operating liabilities.
Derivative transactions are executed and managed according to internal rules that determine trading
authority and limits on amounts traded; derivatives are used in ways that minimize credit risk, andthus transactions are carried out only with highly creditworthy financial institutions.

56

2. Fair Values of Financial Instruments
The book values of financial instruments as stated in the consolidated balance sheet, their fair value
as of March 31, 2019, and the difference between book value and fair value are as stated below.
This table does not include assets for which it was judged extremely difficult to assess the fair value.
Book value stated in
the consolidated
Fair value
Difference
balance sheet(Millions of yen)
(Millions of yen)
(Millions of yen)
(1) Cash and time deposits
213,851
213,851—(2) Trade receivables
93,08393,083—(3) Short-term investments andinvestment securities
1. Available-for-sale Securities
52,231
52,231—
2. Stock of affiliated companies
16,33019,214
2,884
Total assets
375,497378,3812,884(1) Trade payables
74,80474,804—(2) Accrued income taxes
17,495
17,495—
Total liabilities
92,30092,300—Derivative transactions (*)1212—(*) Debts and credits derived from derivative transactions are stated on a net basis. Items to be recorded
as net debts in the total are enclosed in brackets.
(Notes) 1. Relevant matters of method of calculating the fair value of financial instruments and securities
and derivative transactions
Assets(1) Cash and time deposits
Since these are readily convertible into cash, their fair value is almost identical with the bookvalue, and thus these are stated at the book value.
(2) Trade receivables
Since trade receivables that are settled in a short period of time are readily convertible into cash,
their fair value is almost identical with the book value, and thus these are stated at the book value.
For trade receivables that are settled after a long period of time, the fair values are measured basedon the present values calculated by discounting receivable amounts classified by certain periodsof time at a rate for which time to maturity and credit risk has been taken into account.
(3) Short-term investments and investment securities
Since MMF is readily convertible into cash, their fair value is almost identical with the bookvalue; and these are stated at the book value. Stocks and others are stated at the price on the stock
exchange or the price as presented by counterparty financial institutions and others.
Liabilities(1) Trade payables, (2) Accrued income taxes
Since these are readily convertible into cash, their fair value is almost identical with the bookvalue; and thus these are stated at the book value.
Derivative transactions
The fair value of derivative transactions is stated at the price as presented by counterparty
financial institutions and others.
2. Unlisted stocks (stated as 2,815 million yen in the consolidated balance sheet), stocks ofaffiliated companies (unlisted stocks) (stated as 2,984 million yen in the consolidated balance
sheet), and contributions to investment partnerships (stated as 400 million yen in the
consolidated balance sheet) have no market price and it is extremely difficult to assess their fairvalue, so they are not included in “(3) Short-term investments and investment securities.”

57

VI. Notes Concerning Real Estate for Lease, etc.
1. Real Estate for Lease, etc.
The Company and some of its consolidated subsidiaries own real estate for lease, etc. (includingland) in Tokyo and other regions.
2. Fair Value of Real Estate for Lease, etc.
Book value stated in the consolidatedbalance sheet (Millions of yen)
34,506

Fair value(Millions of yen)
39,033(Notes) 1. The book value stated in the consolidated balance sheet is calculated by deducting accumulated
depreciation and accumulated impairment loss from acquisition cost.
2. The fair value at the end of this fiscal year is the amount calculated by the Company primarily
based on the Real Estate Appraisal Standards (including that adjusted using relevant indices,etc.).
VII. Notes Concerning Per-Share Data
1. Net assets per share¥1,952.00¥288.40

2. Basic earnings per share58

Non-Consolidated Balance Sheet(As of March 31, 2019)(Millions of yen)AmountASSETS
Current assets
Cash and time deposits
Trade receivables
Prepaid expenses
Accounts receivable-other
Other current assets
Total current assets

62,513768
481
19,33337
83,135

Fixed assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
Tools, furniture and fixtures
Land
Other property, plant and equipment
Total property, plant and equipment
Intangible assets
Software
Other intangible assets
Total intangible assets
Investments and other assets
Investment securities
Investments in affiliated companies
Other investments and assets
Total investments and other assets
Total fixed assets
TOTAL ASSETS

1,049
202
28
451
32,91469
34,714
1,661
277
1,938
52,158232,9176,680
291,756
328,409411,54559

(Millions of yen)AmountLIABILITIESCurrent liabilities
Short-term borrowings from affiliated companies
Accounts payable-otherAccrued income taxes
Provision for directors’ bonuses
Provision for stock-based compensation
Other current liabilities
Total current liabilities
Long-term liabilities
Deferred tax liabilities
Accrued retirement and severance benefits
Guarantee deposits of affiliated companies
Other long-term liabilities
Total long-term liabilities
TOTAL LIABILITIESNET ASSETSStockholders’ equity
Common stock
Capital surplus
Capital reserve
Other capital surplus
Retained earnings
Legal reserve
Other retained earnings
General reserve
Retained earnings carried forward
Treasury stock
Total stockholders’ equity
Valuation difference and foreign currency translation
adjustments
Valuation difference on available-for-salesecurities, net of tax
Total valuation difference and foreign currencytranslation adjustments
TOTAL NET ASSETSTOTAL LIABILITIES AND NET ASSETS

60

132,157
2,608
10,571
224
68
697
146,327
7,953
21
2,516
596
11,088
157,416

10,000174,5272,500
172,027
52,368
1,645
50,723
26,104
24,618(2,201)
234,694

19,433
19,433
254,128
411,545

Non-Consolidated Statements of Operations(From April 1, 2018 to March 31, 2019)(Millions of yen)AmountOperating revenue
Dividend income from affiliatedcompanies
Business management income fromaffiliated companies
Other operating revenue
Operating expenses
General and administrative expenses
Operating profit
Non-operating income
Dividend income
Rent income
Other non-operating income
Non-operating expenses
Interest expense
Expenses related to rental assets
Other non-operating expenses
Recurring profit
Extraordinary income
Gain on sales of investment securities
Extraordinary loss
Loss on valuation of stocks of affiliatedcompanies
Loss on disposal of fixed assets
Loss on impairment of fixed assets
Loss on sales of investment securities
Loss on valuation of investment securities
Profit before income taxes
Corporate income, inhabitant and enterprise
taxes
Adjustment for income taxes
Profit21,425
3,649
529

25,604
4,987
20,616

440
2,513
84
32
2,276
5

231

3,038

2,313
21,341
231

243
6
2
5
3

260
21,312

171
(40)

61

130
21,181

Non-Consolidated Statement of Changes in Net Assets (From April 1, 2018 to March 31, 2019)(Millions of yen)
Stockholders’ equity
Capital surplus
Commonstock

Retained earnings
Other retained earnings

Capitalreserve

Other
capitalsurplus

Total capitalsurplusLegalreserve

2,500

171,915

174,415

1,645

Total
retainedearnings

Treasury
stock

Total
stockholders’equity(2,230)241,738

Generalreserve

Retainedearnings
carriedforward26,10431,80259,552

Cash dividends(28,366)(28,366)(28,366)

Profit21,181

21,181

21,181

Balance at beginning of year

10,000Changes during the period

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

112

112

145

112

112

–

–

(7,184)(7,184)28(7,043)

10,0002,500

172,027

174,527

1,645

26,104

24,61852,368(2,201)

234,694

11,437

11,437

Total net assets

253,175

Changes during the period
Cash dividends(28,366)

Profit21,181

Purchase of treasury stock(5)

Disposal of treasury stock

145

Balance at end of year

33–

Valuation difference on
Total valuation difference
available-for-sale securities,
and foreign currencytranslation adjustments
net of tax

Net changes of items
other than stockholders’equityTotal changes during theperiod(5)–

Valuation difference and foreign currency translation
adjustments

Balance at beginning of year

(5)

7,996

7,996

7,996

7,996

7,996

953

19,433

19,433

254,12862

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

Notes Concerning Significant Accounting Policies
1.

Valuation Basis and Methods for Assets:
Valuation basis and methods for securities:(1) Shares of Subsidiaries and Affiliated Companies:
Stated using cost method based on the moving average method.
(2) Available-for-sale Securities:
Securities with market quotations:
Stated using the market price method based on amounts using market prices, etc. on theclosing date. (Valuation differences are reflected directly in net assets and cost of sales iscalculated using the moving average method.)
Securities without market quotations:
Stated using the cost method based on the moving average method.
With respect, however, to contributions to limited partnerships for investment and similar
partnerships (deemed to be securities under Article 2, Paragraph 2 of the Financial
Instruments and Exchange Act), these are stated by the net amount corresponding to theCompany’s equity share, based on the most recent available financial reports according to
the date for settlement of accounts provided for in the partnership agreement.

2.

Depreciation Methods for Fixed Assets:(1) Property, Plant and Equipment:
Stated using the declining-balance method.
The general useful life of property, plant and equipment is as follows:
Buildings
3 to 18 years
Structures
10 years
Machinery and equipment
8 years
Tools, furniture and fixtures
2 to 15 years(2) Intangible Assets:
Stated using the straight-line method.
The general useful life of software is as follows:
Software (used internally)
5 years

3.

Basis of Recognition for Provision:(1) Provision for Directors’ Bonuses:
The Company provides for directors’ bonuses based on estimated bonus payments inthis fiscal year.
(2) Provision for Stock-based Compensation:
The Company provides for expenses arising in stock remuneration to Officers based on
the amount estimated to arise in this fiscal year.
(3) Accrued Retirement and Severance Benefits:
The Company provides for retirement and severance benefits for employees based on
estimated retirement benefit obligations and pension plan assets as of the end of thisfiscal year.
In calculating accrued retirement and severance benefits and periodic pension cost, theCompany uses a simplified method under which retirement benefit obligations are
principally based on accrued benefits at the end of the year.

63

4.

Other Important Information Constituting the Basis of Preparation of Non-Consolidated Financial
Statements:(1) Accounting Treatment of Consumption Tax:
Consumption tax is accounted for separately and is not figured into each listed item.
(2) Application of Consolidated Taxation System
The Company has applied the consolidated taxation system.

II.

Notes to Changes in Method of Presentation(Non-Consolidated Balance Sheet)“Long-term accounts payable-other” (the balance of which at the end of this fiscal year is 106
million yen), which had been stated separately in the previous fiscal year, is included in “Other
long-term liabilities” under “Long-term liabilities” due to the immateriality for this fiscal year.
(Non-Consolidated Statements of Operations)“Dividend income,” which had been included in “Other non-operating income” under “Nonoperating income” in the previous fiscal year, is stated separately due to the increased materiality
from this fiscal year. “Dividend income” for the previous fiscal year was 211 million yen.
(Application of “Partial Amendments to Accounting Standard for Tax Effect Accounting” and relevant
Guidances)
The Group has applied the “Partial Amendments to Accounting Standard for Tax Effect Accounting”(ASBJ Statement No. 28, February 16, 2018) and relevant Guidances effective from this fiscal year.
Accordingly, deferred tax assets were presented under “Investments and other assets” and deferred
tax liabilities were presented under “Long-term liabilities.”

III. Notes to Non-Consolidated Balance Sheet
1.

Amount of Accumulated Depreciation of Property, Plant and Equipment:

2.

Guarantee Obligations¥2,284 million

The Company has made guarantees in respect of obligations in connection with leasing contractsof an affiliated company.
¥6 million

BANDAI NAMCO Will Inc.
3.

Monetary Claims and Obligations with respect to Affiliated Companies (excluding Amounts Given inSpecific Categories)
Short-term monetary claims on affiliated companies:
Short-term monetary obligations to affiliated companies:
Long-term monetary obligations to affiliated companies:¥20,101 million¥1,241 million¥106 million

IV. Notes to Non-Consolidated Statements of Operations
Transactions with affiliated companies (excluding amounts given in specific categories)
Operating Transactions:
Other operating revenue¥529 million
Advertising expenses¥1,140 million
Non-operating Transactions:Non-operating income¥2,381 million
Non-operating expenses¥40 million
V. Notes to Non-Consolidated Statement of Changes in Net Assets
The total number and type of treasury stock as of the end of this fiscal year
Common stock
2,081,304 shares

64VI. Notes Concerning Tax Effect Accounting
The main factors in the occurrence of deferred tax assets are, among others, denial of loss on
valuation of stocks of affiliated companies and loss on valuation of investment securities, and they
were recorded net of valuation allowance. The main factor in the occurrence of deferred tax liabilities
is valuation difference on available-for-sale securities, net of tax.
VII. Notes Concerning Transactions with Related Parties
1.

Subsidiaries and Affiliated Companies, etc.
(Millions of yen)Type

CompanyBANDAI CO.,Subsidiary
LTD.

Ratio ofvoting rights
ownership

Relationshipwith relatedpartiesContent

Borrowings
Holding directly Interlocking (Note 1)
100.0%
directorate
Payment ofinterest
Borrowings(Note 1)BANDAI
NAMCO
SubsidiaryEntertainment
Inc.

Payment of
Holding directly Interlocking interest
100.0%
directorate Amountcollected due toapplication of
consolidated
taxation system

BANDAI
NAMCO
Subsidiary
Amusement
Inc.

Borrowings
Holding directly Interlocking (Note 1)
100.0%
directorate
Payment ofinterest

BANDAI
Subsidiary NAMCO ArtsInc.

Borrowings
Holding directly Interlocking (Note 1)
100.0%
directorate
Payment ofinterest

Borrowings
Holding directly Interlocking (Note 1)
Subsidiary SUNRISE INC.
directorate
100.0%
Payment ofinterest
BANDAI
Subsidiary SPIRITS CO.,LTD.

Subsidiary

BANPRESTO
CO., LTD.

BANDAI
Subsidiary NAMCO
Studios Inc.
BANDAI
NAMCO
SubsidiaryBusiness
Arc Inc.

Borrowings
Holding directly Interlocking (Note 1)
100.0%
directorate
Payment ofinterest
Holding directly
100.0%–

AmountAccount items

Balance asof March
31, 2019

27,428

Short-termborrowings fromaffiliated companies

29,8968
27,1528–

39,009–Accounts
receivable-other

7,950

4,806

Short-termborrowings fromaffiliated companies

6,145

1
6,855
2
12,278
3
9,997
2
7,949

Payment ofinterest

2

Borrowings
Interlocking (Note 1)
directorate
Payment ofinterest
Payment of
Holding directly Interlocking administrative
100.0%
directorate services fees
(Note 2)

Short-termborrowings fromaffiliated companies

–

3,758

Borrowings(Note 1)

Holdingindirectly
100.0%

–

7,088
2

623

–
Short-termborrowings fromaffiliated companies–
Short-termborrowings fromaffiliated companies–
Short-termborrowings fromaffiliated companies–
Short-termborrowings fromaffiliated companies–
Short-termborrowings fromaffiliated companies–
Accounts
payable-other

–
6,856
–
12,266–
17,312–
8,373–
11,075–51

Conditions of transactions and policies for determining the conditions of transactions(Notes) 1. The borrowings are transactions made by the cash management system (CMS); the amountstated is the average balance during this fiscal year. To clearly disclose the actual conditions of
CMS transactions, the transaction net amount is shown. The interest rate on these borrowings

65is, based on intra-Group regulations, determined reasonably, taking into account market interest
rates.
2. The administrative services fees paid to BANDAI NAMCO Business Arc Inc. are decided
through cooperative discussion with that company, giving consideration to the total cost
pertaining to the performed services and the like.
2.

Officers and Major Individual Shareholders, etc.
(Millions of yen)

Type

Name

Personequivalent
to Officer

Shukuo Ishikawa

Ratio ofvoting rights
ownership

Ownership
directly
0.0%

Relationshipwith relatedparties

Adviser of theCompany

President andRepresentative
Director of theCompany

Officer

Mitsuaki Taguchi

Ownership
directly
0.0%

Officer

Masaru Kawaguchi

Ownership
directly
0.0%

Director of theCompany

Officer

Yusuke Fukuda

Ownership
directly
0.0%

Director of a
subsidiary of
the Company

Officer

Satoshi Oshita

Ownership
directly
0.0%

Director of theCompany

Content
Disposal of treasury
stock accompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Payment ofadvisory fees
(Note 2)
Disposal of treasury
stock accompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
stock accompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
stock accompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
stock accompanying
contribution in kindof the monetarycompensation
claims (Note 1)

AmountAccount
items

Balance asof March
31, 2019

13

–

–

12

–

–

13

–

–

12

–

–

10

–

–

12

–

–

(Notes) 1. These items are due to contribution in kind of monetary compensation claims accompanying
the performance-based stock compensation plan. The disposal price of treasury stock is
determined based on the closing price of common stock of the Company on the First Sectionof the Tokyo Stock Exchange on June 15, 2018 (the business day immediately preceding thedate of the resolution at the Board of Directors Meeting).
2. Advisory fees are determined through negotiations between both parties.
VIII. Notes Concerning Per-Share Data
1.

Net assets per share:¥1,155.56

2.

Basic earnings per share:¥96.3266

IX. Notes Concerning Significant Subsequent Events
Reorganization through Company Split
At the Board of Directors Meeting held on February 6, 2019, the Company passed a resolution to
conduct a company split, whereby the shares of WiZ Co., Ltd., a wholly-owned subsidiary of theCompany, would be transferred to BANDAI CO., LTD., another wholly-owned subsidiary of theCompany, through an absorption-type company split, and on April 1, 2019, the company split was
carried out.
(1) Purpose
With the aim of promoting “Accelerate evolution in IP axis strategy,” one of the main strategies
under the Group’s Mid-term Plan, the company split was carried out as part of reorganization in theGroup to further strengthen the planning and development functions in the Toys and Hobby
Business.
After the company split took effect, WiZ Co., Ltd. conducted an absorption-type merger with PlexCo., Ltd., a company performing planning and development functions in the Toys and Hobby
Business and subsidiary of BANDAI CO., LTD, and is striving to boost its functions through the
integration with planning and development functions and become more efficient in its management.
(2) Transactions conducted by commonly controlled entities(i)

Overview of transaction
a. Name and description of business to be transferred
Shares in WiZ Co., Ltd. owned by the Company
b. Date of business combination
April 1, 2019c. Legal form of business combination
Absorption-type company split with the Company as the splitting company and BANDAI CO.,LTD. as the succeeding company
d. Company name after combination
No change.

(ii)

Overview of accounting process
The accounting process has been carried out as transactions conducted by commonly controlled
entities, in accordance with the Accounting Standard for Business Combinations and the
Guidance on Accounting Standard for Business Combinations and Accounting Standard forBusiness Divestitures.

67Independent Auditor’s Report
May 20, 2019
The Board of Directors
BANDAI NAMCO Holdings Inc.
KPMG AZSA LLC
Naoki Matsumoto (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Hiroo Iwaide (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Mayuka Katsuki (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

We have audited the consolidated financial statements, comprising the consolidated balance sheet,the consolidated statements of operations, the consolidated statement of changes in net assets andthe related notes of BANDAI NAMCO Holdings Inc. as at March 31, 2019 and for the year from
April 1, 2018 to March 31, 2019 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 in accordance with accounting principles generally accepted in Japan, and for suchinternal control as management determines is necessary to enable the preparation of consolidated
financial statements that are free from material misstatements, 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 in Japan. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the consolidated financial statements. The procedures selected depend on our
judgment, including the assessment 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 preparation and fair presentation of the consolidated
financial statements 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 the effectiveness of the entity’s internal control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates madeby management, as well as evaluating the overall presentation of the consolidated financial
statements.
68

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
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 BANDAI NAMCO Holdings Inc.
and its consolidated subsidiaries for the period, for which the consolidated financial statements
were prepared, in accordance with 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 the provisions 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’sReport as required by the Companies Act.

69

Independent Auditor’s Report
May 20, 2019
The Board of Directors
BANDAI NAMCO Holdings Inc.
KPMG AZSA LLC
Naoki Matsumoto (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Hiroo Iwaide (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Mayuka Katsuki (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

We have audited the non-consolidated financial statements, comprising the non-consolidatedbalance sheet, the non-consolidated statements of operations, the non-consolidated statement ofchanges in net assets and the related notes, and the supplementary schedules for 14th fiscal yearof BANDAI NAMCO Holdings Inc. starting from April 1, 2018 and ending on March 31, 2019 inaccordance with 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 non-consolidated
financial statements and the supplementary schedules in accordance with accounting principles
generally accepted in Japan, and for such internal control as management determines is necessary
to enable the preparation of financial statements and the supplementary schedules that are freefrom material misstatements, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial statements and the supplementaryschedules based on our audit as independent auditor. We conducted our audit in accordance withauditing standards generally accepted in Japan. Those standards require that we plan and performthe audit to obtain reasonable assurance about whether the non-consolidated financial statements
and the supplementary schedules are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the non-consolidated financial statements and the supplementary schedules. The
procedures selected depend on our judgment, including the assessment of the risks of material
misstatement of the non-consolidated 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 non-consolidated financial
statements and the supplementary schedules 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
70

includes evaluating the appropriateness of accounting policies used and the reasonableness ofaccounting estimates made by management, as well as evaluating the overall presentation of the
non-consolidated 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.
OpinionIn our opinion, the non-consolidated financial statements and the supplementary schedules referred
to above present fairly, in all material respects, the financial position and the results of operationsof BANDAI NAMCO Holdings Inc. for the period, for which the non-consolidated financial
statements and the supplementary schedules were prepared, in accordance with 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 the provisions 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’sReport as required by the Companies Act.

71

Audit & Supervisory Board’s Report
Audit Report
We, the Audit & Supervisory Board, prepared this audit report on the execution of duties by Directors
during the 14th fiscal year from April 1, 2018 to March 31, 2019, following deliberations based on audit
reports prepared by each Audit & Supervisory Board Member.

1. Method and Content of Audits by Audit & Supervisory Board Members and the Audit &Supervisory Board(1) We devised the 14th auditing plan (auditing policies, duties assigned to each Audit &Supervisory Board Member and auditing methods), received reports on the progress on, andresults of, audits from each Audit & Supervisory Board Member, as well as reports on theexecution of their duties from Directors, etc. and the Accounting Auditor, and requested
explanations as necessary.
(2) Each Audit & Supervisory Board Member communicated with the Directors, the internal
auditing division, and other employees, etc., in accordance with the internal regulations
established by the Audit & Supervisory Board, and the above-mentioned auditing plan, tocollect information and improve the auditing environment and conducted the audits in thefollowing methods.
(i) We attended the meetings of the Board of Directors and other significant meetings,
received reports on the execution of duties from Directors and employees, etc., obtained
explanations thereof as necessary, viewed documents concerning important decisions,and investigated the conditions of operations and assets of the Company. Regarding theCompany’s subsidiaries, we communicated and shared information with the Directors
and the Audit & Supervisory Board Members, etc. of the subsidiaries, and received
reports on their business as necessary from them.
(ii) We also periodically received reports from Directors and employees, etc., requested
explanations as necessary, and expressed opinion, regarding the development andoperation of internal control systems that were organized based on decisions by the
Board of Directors in relation to the development of a system to ensure that the executionof duties by Directors and other operations of the corporate group consisting of theCompany and its subsidiaries as described in the business reports were in conformity
with applicable laws and regulations and the Company’s Articles of Incorporation, anda system stipulated in Article 100, Paragraphs 1 and 3 of the Enforcement Ordinance of
the Companies Act.
(iii) We further examined the content of basic policies (Article 118, Item 3-(a) of the
Enforcement Ordinance of the Companies Act) and actions (Article 118, Item 3-(b) of
the Enforcement Ordinance of the Companies Act) described in business reports basedon the meetings of the Board of Directors and other discussions.
(iv) We monitored and verified that the Accounting Auditor remained independent andperformed audits appropriately, received reports on the execution of its duties from the
Accounting Auditor and requested explanations as necessary. We were also notified thata “system for ensuring the proper execution of duties” (as per Article 131 of the
Corporate Accounting Rules) was organized in accordance with “Quality Control
Standards for Auditing” (October 28, 2005, Business Accounting Council), andrequested explanations as necessary.
Using the aforementioned method, we examined the Business Report and the supplementaryschedules, non-consolidated financial statements (non-consolidated balance sheet, non-consolidated
statements of operations, non-consolidated statement of changes in net assets, and notes thereto), their
supplementary statements and consolidated financial statements (consolidated balance sheet,consolidated statements of operations, consolidated statement of changes in net assets, and notes thereto)
for this fiscal year under review.

722. Results of the Audit(1) Audit Results of business reports, etc.
(i) We confirm that the business reports and its supplementary statements fairly represent
the condition of the Company and are in conformity with the applicable laws andregulations and the Articles of Incorporation of the Company.
(ii) We confirm that, with respect to the execution of duties by Directors, there are no
fraudulent acts, or material facts that violate applicable laws and regulations or the
Articles of Incorporation.
(iii) We confirm that the decisions made by the Board of Directors with regard to internal
control systems are proper. We recognize that there is nothing to be cited with respect
to the description of those internal control systems in the business reports and theexecution of duties by Directors.
(iv) We confirm that there is nothing to be cited in respect of the basic policy described in
the business reports concerning what and how a person or entity controlling decisions
on the financial and business policies of the Company should be. We confirm that
actions (Article 118, Item 3-(b) of the Enforcement Ordinance of the Companies Act)
described in the business reports are in accordance with this basic policy and that theseactions do not damage our Group’s value and shareholders’ common interest, nor serve
to maintain the position of the directors of the Company.
(2) Audit Result of non-consolidated financial statements and their supplementary statements.
We confirm that the methods and the results of the audit by KPMG AZSA LLC, the
Accounting Auditor of the Company, are appropriate.
(3) Audit Result of consolidated financial statements
We confirm that the methods and the results of the audit by KPMG AZSA LLC, the
Accounting Auditor of the Company, are appropriate.
May 22, 2019
Audit & Supervisory Board
BANDAI NAMCO Holdings Inc.
Full Time Audit & Supervisory
Masataka Nagaike
Board Member(Seal)

Full Time Audit & Supervisory
Board Member(Outside Audit & Supervisory
Board Member)

Toru Shinoda(Seal)

Audit & Supervisory Board
Member(Outside Audit & Supervisory
Board Member)

Osamu Sudoh(Seal)

Audit & Supervisory Board
Member(Outside Audit & Supervisory
Board Member)

Katsuhiko Kamijo(Seal)

END

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