NAMCO BANDAI
Holdings Inc.
Notice of the Fourth Ordinary General Meeting of Shareholders tobe held on June 22, 2009
An English translation of the original notice in Japanese

DISCLAIMER
The following is an English translation of the Japanese original “Notice of the Fourth Ordinary General
Meeting of Shareholders of NAMCO BANDAI Holdings Inc.” which is to be held on June 22, 2009.
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 1, 2009
2-16-2 Konan, Minato-ku, Tokyo
NAMCO BANDAI Holdings Inc.
President and Representative Director
Shukuo Ishikawa

Dear Shareholders,
NOTICE OF THE FOURTH ORDINARY GENERAL MEETINGOF SHAREHOLDERS
You are cordially invited to attend the Fourth Ordinary General Meeting of
Shareholders of NAMCO BANDAI 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 theenclosed “Reference Documents for the General Meeting of Shareholders.” andexercise your voting rights by either of the following methods by 5:30 p.m., Saturday,
June 20, 2009.

Exercise of Voting Rights 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 so that it arrivesby 5:30 p.m., Saturday, June 20, 2009.
Exercise of Voting Rights via the Internet:
1) Please access the website designated by the Company for exercise of voting
rights (http://www.evote.jp/) via the Internet. Using the log-in ID and temporary
password shown on the enclosed Voting Rights Exercise Form, follow the on-screen
instructions and enter your approval or disapproval of each item on the agenda andsend them by 5:30 p.m., Saturday, June 20, 2009.
Institutional investors may make use of the Tokyo Stock Exchange’s Electronic
Voting Platform (commonly known as the TSE Platform).
2) If you exercise your voting rights more than once, via both postal mail and theInternet, 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 lastvote cast shall be deemed valid. If you cast your vote via the Internet using both apersonal computer and a mobile phone, then only the last vote cast shall be deemedvalid.

2

Meeting Details

1.

Date and Time:

June 22, 2009 (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.

Report on the Contents of the Annual Business Reports, the Consolidated
Financial Statements and the Results of the Auditing of the Consolidated Financial
Statements by the Accounting Auditor and the Board of Corporate Auditors for the
Fourth Fiscal Year (from April 1, 2008 to March 31, 2009)
2. Report on the Contents of the Non-Consolidated Financial Statements for the
Fourth Fiscal Year (from April 1, 2008 to March 31, 2009)
Matters to be Resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendment to the Articles of Incorporation
Proposal No. 3: Election of Nine (9) Directors◎ If you attend the meeting in person, please hand in the enclosed Voting Rights Exercise

Form at the reception desk at the place of the shareholders’ meeting.
◎ If revisions to the contents of the Reference Documents for the General Meeting of

Shareholders, the Business Reports, the Non-Consolidated Financial Statements and theConsolidated Financial Statements are required, the Company shall publish a
notification on the Company website at the following URL:
(http://www.bandainamco.co.jp/ir/stock/meeting/index.html).
◎ When exercising your voting rights via the Internet, please see “Information on Exerciseof Voting Rights via the Internet” on page four of this document. If you will attend themeeting 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 the Internet.
End of Notice3

[Information on Exercise of Voting Rights via the Internet]

1. The exercise of voting rights via the Internet is available only by gaining access to theCompany’s designated website for exercise of voting rights (http://www.evote.jp/) from a PC ora mobile phone (i-mode, EZweb or Yahoo! Mobile). However, please note that you cannot
exercise your voting rights via the Internet on the designated website between the hours of 2:00
a.m. and 5:00 a.m.
* “i-mode,” “EZweb” and “Yahoo!” are trademarks or registered trademarks of NTT DOCOMO,
INC., KDDI Corporation, and Yahoo Inc. in the U.S., respectively.
2. Please note that you may not be able to exercise your voting rights via PC on the designatedwebsite for exercise of voting rights depending on the Internet settings configured on your PC,
such as firewalls, etc. that are in place to regulate your Internet connections, anti-virus softwarethat has been installed on your PC, or the use of a proxy server, etc.
3. When exercising voting rights via mobile phone, you must use one of the following services:
i-mode, EZweb, or Yahoo! Mobile. For security reasons, you cannot vote using mobile handsetsthat cannot send encrypted information (SSL communications) or that cannot send informationof the mobile phone used.
4. Please note that, in order to prevent unauthorized access to the designated website byindividuals other than shareholders (persons impersonating shareholders) and to prevent thealteration of votes, we request that you change your “temporary password” to a permanent
password on the designated website for exercise of voting rights, when you want to exercise
your voting rights via the Internet.
5. All costs associated with accessing the website for exercise of voting rights (cost of dial-up
connections, telephone tolls, etc.) are to be borne by the shareholder. Also, when voting via
mobile phone, all packet communication fees and other costs incurred in the use of a mobile
phone are also to be borne by the shareholder.

For further assistance regarding the system, please contact:
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)

4

(Attached Document)
BUSINESS REPORTS(From April 1, 2008 to March 31, 2009)
1. Current Status of the Group(1) Business Status for This Fiscal Year(i)

Business Progress and Results

Our economy in this fiscal year saw the disarray in the U.S. financial markets arising fromthe subprime loan issues which evolved into a global financial crisis, with reduced individual
consumption worldwide and employment instability due to the rapid declining of the businessperformance developing into a social problem. In addition, reduced consumption had
substantial impact on the entertainment industry, causing continued uncertainty in the industry
as a whole.
In such environment, the BANDAI NAMCO Group (“the Group”) continued to push ahead
with strengthening, enriching, and expanding its portfolio management in the third and final
year of the three-year mid-term business plan implemented in April 2006.
On the business front, in this difficult market environment, boys’ toys based on popularcharacters in both Japan and abroad performed well in the Toys and Hobby Business. In theGame Contents Business, popular home video game software titles made a positive
contribution to performance overseas. The decline in individual consumption, however, kept
performance sluggish as a whole and below the levels of the previous fiscal year. On the
expenses front, the Group recorded, among other things, amortization of goodwill resulting
from Bandai Visual Co., Ltd. and Bandai Networks Co., Ltd. having been made wholly owned
subsidiaries during the previous fiscal year, loss on valuation of investment securities, andimpairment loss on amusement facilities.
Consequently, the Group’s consolidated results at fiscal year-end were net sales of 426,399
million yen (year-on-year decrease of 7.4%), operating income of 22,348 million yen(year-on-year decrease of 33.1%), recurring income of 24,513 million yen (year-on-year
decrease of 32.3%), and net income of 11,830 million yen (year-on-year decrease of 63.8%).

5

(ii) Outline of Business by Business Segment(Millions of yen)
Operating Income

Net SalesYear Ended
March 31,2009

Year Ended
March 31,2008

ChangeYear Ended
March 31,2009

Year Ended
March 31,2008

Toys and Hobby

165,725

180,164

Decreaseof 14,439

11,533

14,309Decreaseof 2,776

Amusement
Facility

77,26989,829Decreaseof 12,559

393

1,631

Decreaseof 1,238

Game Contents

139,405

145,672

Decreaseof 6,267

10,94014,793

Decreaseof 3,853

Network

10,89012,044

Decreaseof 1,153

669

904

Decreaseof 235Visual andMusic Content

34,63836,949Decreaseof 2,311

38

3,832

Decreaseof 3,793

Other
Businesses

19,00919,809Decreaseof 800565

753

Decreaseof 188Eliminations
and Corporate(20,538)(23,997)

Increaseof 3,459(1,791)(2,813)

Increaseof 1,021

Consolidated

426,399

460,473

Decreaseof 34,073

22,34833,411

Decreaseof 11,063

Business
Segment

ChangeToys and Hobby BusinessIn the Toys and Hobby Business, boys’ toys based on the character, Engine Sentai
Go-onger, posted strong performances in Japan. In addition, the card game Battle Spirits,
newly launched in this fiscal year with tie-ups to a made-for-television animation, also became
popular. Amidst the stagnation of individual consumption, however, candy toys, children’s
clothing and other peripheral toy categories were struggling.
Overseas, the BEN10 character boys’ toys made a positive contribution to performance inEurope and North America. Given the economic downturn, however, the results did not equal
the strong performance of the previous fiscal year, when the Tamagotchi sold well.
As a result, net sales in the Toys and Hobby Business were 165,725 million yen(year-on-year decrease of 8.0%), and operating income was 11,533 million yen (year-on-year
decrease of 19.4%).
Amusement Facility BusinessIn the difficult market environment, the Amusement Facility Business was sluggish, withdomestic existing-facility sales at 86.7% of the figure for the previous fiscal year. In view ofsuch environment, continued efforts were made to cut costs in order to improve profitability
and about 20% of existing amusement facilities in Japan, a total of 63, were closed to increase
efficiency.
Overseas, efforts in the United States were continuously focused on improving operational
efficiency. In Europe, this business performed well, particularly in complex facilities in GreatBritain. In Asia, Wonder Park Plus, a large-scale amusement facility in Hong Kong making
use of Group synergies, became popular.
As a result, net sales in the Amusement Facility Business were 77,269 million yen(year-on-year decrease of 14.0%), and operating income was 393 million yen (year-on-year
decrease of 75.9%).

6

Number of Facilities
Directly Managed
Facilities

Revenue-Sharing
Facilities

Theme Parks

Spa
Facilities

Total

322

1,129

4

3

1,458

Game Contents BusinessIn the Game Contents Business, the worldwide launch of Soul Caliber IV, home video gamesoftware, for the PLAYSTATION 3 and the Xbox360, contributed strongly to business results.
In Europe and North America, Active Life Outdoor Challenge (Family Trainer Athletic World,in Japan) and WE SKI (Family Ski, in Japan) for the Wii performed well. In Japan, themulti-platform developed Gundam Musou 2 for the PLAYSTATION 3, the Xbox360 and the
PlayStation 2 and Taiko Drum Master series for the Wii and the DS became popular. Minor
titles, however, faced difficulties as a whole. Moreover, in preparation for the implementationof the mid-term business plan from April 2009, the valuation of work-in-process related togames under development was revisited and treated part of the costs as an expense.
With respect to arcade game machines, the large medal machine Sea Story Lucky Marine
Theater gained popularity, but sales did not reach the performance levels of the previous fiscal
year, which were strong particularly in repeat sales. Game contents for mobile phones andother mobile devices, however, performed robustly, thanks to the development of a wide
variety of content to suit increasingly diverse user preferences.
As a result, net sales in the Game Contents Business were 139,405 million yen(year-on-year decrease of 4.3%), and operating income was 10,940 million yen (year-on-year
decrease of 26.0%).
Network BusinessIn the Network Business, game contents tailored to suit a variety of user preferences in themobile content sector, from high value-added content, such as Dragon Ball Mobile and ONE
PIECE Mobile Jack, to casual games, such as the Simple 100 series and Zoo Keeper,
performed well. Further, customizable contents for mobile phones, particularly customizable
Mobile Suit Gundam and Hello Kitty for standby displays, were popular, but the number ofringtone service subscribers continued to decline.
As a result, net sales in the Network Business were 10,890 million yen (year-on-year
decrease of 9.6%). With amortization of goodwill, operating income was 669 million yen(year-on-year decrease of 26.0%).
Visual and Music Content BusinessIn the Visual and Music Content Business, the animated television series Mobile Suit
Gundam 00 (Double O), Macross F (Frontier), and CODE GEASS: Lelouch of the Rebellion
R2, released on Blu-ray Disc and DVD in Japan, were popular visual software packages. In
this transition period for hardware, where there is a shift from DVD to Blu-ray Disc; however,overall performance was sluggish. Sales of music software packages, particularly those related
to animation, performed strongly. Overseas, we accepted returning of merchandise inconjunction with a review of the business model for package sales in the United States.
As a result, net sales in the Visual and Music Content Business were 34,638 million yen(year-on-year decrease of 6.3%). With amortization of goodwill, operating income was 38
million yen (year-on-year decrease of 99.0%).

7Other Businesses
Other Businesses consist of companies that conduct operations such as logistics support andbuilding management to the Group’s each strategic business unit. During this fiscal year,
efforts were made to improve the efficiency of these operations related to group support.
As a result, net sales in the Other Business were 19,009 million yen (year-on-year decreaseof 4.0%), and operating income was 565 million yen (year-on-year decrease of 25.0%).
(iii) Capital Expenditures
In this fiscal year, the Group carried out 14,658 million yen in capital expenditures; thefunds were primarily used for investments in amusement facilities/machines and the
manufacturing of molds due to development of new products.
On April 22, 2008, NAMCO BANDAI Games Inc., a subsidiary of the Company, sold theland, buildings and other relevant assets of Yokohama Mirai-Kenkyusho it owned in
Yokohama City, Kanagawa (having a book value of 2,225 million yen) to SOTETSU REALESTATE Co., Ltd.
(iv) Fundraising
On March 31, 2009, the Company borrowed 10,000 million yen as funds for investment inDistribution Partners S.A.S. by NAMCO BANDAI Games Europe S.A.S., a subsidiary of theCompany, and for the tender offer by NAMCO BANDAI Games Inc., a subsidiary of theCompany, related to the purchase of shares of D3 INC.
(v)

Transfers of Business, Absorption-Type Company Splits, or Incorporation-Type
Company Splits

Not applicable.
(vi) Acquisitions of Other Companies’ Businesses
Not applicable.
(vii) Successions of Rights or Duties Related to the Businesses of Other Legal Entities, etc.
due to Absorption-Type Mergers or Absorption-Type Company Splits.
Not applicable.
(viii) Acquisitions and Disposals of Shares, Other Equities, and Stock Subscription Rights in
Other Companies
On April 9, 2008, BANDAI (H.K.) CO., LTD., a subsidiary of the Company, invested in
BANDAI (SHENZHEN) CO., LTD., and made it a subsidiary of BANDAI (H.K.) CO., LTD.
Through a tender offer over the period from February 13 to March 16, 2009, NAMCO
BANDAI Games Inc., a subsidiary of the Company, acquired a majority of the issued sharesof D3 INC. and made D3 INC., as well as its six consolidated subsidiaries, consolidated
subsidiaries of the Company .

8(2) Status of Assets and Profits & Losses for the Previous Three Fiscal Years
1st Fiscal Year
(Year Ended
March 31, 2006)

2nd Fiscal Year
(Year Ended
March 31, 2007)

3rd Fiscal Year
(Year Ended
March 31, 2008)

4th Fiscal Year (theCurrent Fiscal
Year)(Year Ended
March 31, 2009)

Net sales(Millions of yen)

450,829

459,132

460,473426,399

Recurring income(Millions of yen)

37,12245,61536,19824,513

Net income(Millions of yen)

14,14924,252

32,67911,830Net income pershare¥54.39¥95.73¥128.65¥47.95

Total assets(Millions of yen)

386,651

408,490413,023

363,444

Net assets(Millions of yen)

243,607284,254289,944

260,579

Fiscal YearClassification

Net assets per share¥961.36¥1,063.29¥1,127.72¥1,067.71(Notes) 1. The Company’s first fiscal year is the period from September 29, 2005 to March 31,
2006; however, the first consolidated fiscal year is the period from April 1, 2005 to
March 31, 2006.
2. From the second fiscal year, the “Accounting Standard for Presentation of Net Assets in
the Balance Sheet” (Accounting Standards Board of Japan (ASBJ) Statement No. 5,
December 9, 2005) and the “Guidance on the Accounting Standard for Presentation of
Net Assets in the Balance Sheet” (ASBJ Guidance No. 8, December 9, 2005) wereapplied.

9(3) Important Parent Company and Subsidiaries(i)Relationship with the Parent Company
Not applicable.

(ii) Important Subsidiaries
Name of Company

CapitalRatio of
Voting Rights

Description of Principal Business

Bandai Co., Ltd.

¥ 24,664 million

100.0%

Manufacturing and sales of toys andapparel, etc.

NAMCO LIMITED¥ 10,000 million

100.0%

Management of amusement facilities,
etc.

NAMCO BANDAI
Games Inc.

¥ 15,000 million

100.0%¥ 1,113 million

100.0%¥ 2,182 million

100.0%

US$ 10100.0%£ 24,500,000

100.0%€ 9,000,000

100.0%

HK$ 103,000,000

100.0%

Bandai Networks Co.,Ltd.
Bandai Visual Co.,Ltd.
NAMCO BANDAI
Holdings (USA) Inc.
NAMCO Holdings
UK LTD.
BANDAI S.A.
BANDAI (H.K.) CO.,LTD.

Planning, development and sales ofhome video game software and arcade
game machines, etc.
Distribution service of mobile content,
etc.
Planning, production and sales of visualsoftware, etc.
Pure holding company in the U.S.
Pure holding company in some parts ofEuropeOperating holding company in someparts of Europe. Import and sales oftoys, etc.
Operating holding company in Asian
region. Import, manufacturing and salesof toys, etc.

(Note) Bandai Networks Co., Ltd. merged with and was absorbed by NAMCO BANDAI Games Inc.
on April 1, 2009.

10

(4) Issues to Be Addressed
The Group and this industry must address many important, long-term issues, including (i) the
increasing diversification of consumer needs, (ii) reacting to changes in the market and theenvironment, and (iii) increasingly intense competition on a global scale. To address these issues,
the Group is using “Focus,” a business strategy called for in its mid-term business plan, to clarify
the mission of each of its business units. In particular, such strategy categorizes each business asa “business for dynamic growth” or a “business for profit improvement.” The Group will makeproactive up-front investments in “business for dynamic growth” and will implement measures toimprove revenues in “business for profit improvement.” At the same time, progress in
implementing “Enhancing the Entertainment-hub,” its functional strategy, will enable the Groupto evolve its business model, which is its core strength, from a domestically focused to a global
model.
(i)

Common Issues Faced by All Strategic Business Units (“SBUs”)

Efforts Toward Domestic Business Expansion
The Group will, in order to create new markets and attract new customer segments for the
expansion of its domestic operations, maximize utilization of the managerial resources that it
owns and expand its targets and categories through making effective use of synergies
between its business units, alliances with external partners, and other approaches. In addition,
in response to the changes in environment surrounding the entertainment industry, the Groupwill also engage in building new business models free from the constraints imposed byexisting business practices and models.
Efforts Toward Overseas Business Expansion
The Group is examining ways to build the optimal business model and is strengthening its
structure to further the expansion of its operations overseas. In addition, based on the strategy
defined in our mid-term business plan, we are setting our sights on further growth throughactively devoting managerial resources towards expansion of the Toys and Hobby Business andthe Game Contents Business in the European and North American markets.

Efforts Toward Changing the Content Strategy
The Group is reinforcing its content creation, acquisition, development, and utilization
functions in order to respond to changes in the environment, including the development ofoligopolies in the distribution and media fields and the widespread penetration of networks. In
addition, we are holding the Contents Business Strategy Meeting, a new body for conferringthat cuts laterally across the Group to consider the synergy effects between the Groupbusinesses and the optimal next-generation business models.

11

Efforts Toward Corporate Social Responsibility (CSR)
The Group’s corporate philosophy is to continue to provide “Dreams, Fun and Inspiration”
to people around the world, through entertainment based on creativity and boundlessenthusiasm. To ensure that we can continue to provide “Dreams, Fun and Inspiration,” wehave formulated Groupwide CSR initiatives that include three types of responsibilities.
In accordance with these fundamental principles, a range of measures is being implemented
by the Groupwide CSR Committee and its sub-committees—the Group Social Contribution
Committee, the Group Environmental Committee, and the Group Compliance Committee—aswell as by the Group Crisis Management Committee, the Group Information Security
Committee, and the Internal Control Committee:
・ Environmental and social contributive responsibilities (safety/quality, environmental
conservation, cultural/social support activities)
Safety/quality initiatives
The Group follows industry standards and in-house standards corresponding to
products and services, and the Group has built a system that facilitates the achievement ofhigher levels of safety and quality, so that customers can use our products withconfidence.
Environmental conservation initiatives
The Group is aggressively implementing forward-looking environmental conservation
measures to ensure that the Group can continue to provide “Dreams, Fun and Inspiration”
to people around the world.
Cultural/social support activities
The Group is also active in areas outside the provision of products and services, such as
museum operations and volunteer activities.
・ Economic initiatives
The Group is continually working to enhance management transparency and is working
to provide maximum returns to society and stakeholders by selecting the optimal
operational fields for Group development and focusing our management resources on
those fields through monitoring the management plan and conditions of each Group
company.
・ Legal and ethical responsibilities (compliance)
The Group has formulated basic compliance standards for Group companies, officers,
and employees in Japan and overseas, and the Group conducts regular training as well as
constant monitoring to ensure appropriate observance of legal and ethical standards.

12

(ii) Issues Specific to Each SBU
Toys and Hobby SBU
This unit’s industry is facing issues such as “shrinking domestic market due to the fallingbirthrate” and “increasingly diverse consumer needs.” It is addressing these issues by
expanding its target population segment and creating new businesses, in addition to enhancing
its toy business, a core business of this unit in Japan, as well as by working to reinforce its
existing operations and expand its categories overseas, particularly in the European and North
American markets. For speedy implementation of its plans, this unit will actively devotemanagerial resources, especially in Europe and North America, with an eye to actively
building cooperative relationships with external partners.
Amusement Facility SBU“Changes in business revenue structures,” “increasingly diverse consumer needs,” and“revision of consumption tax rate” are among the issues for this unit’s industry. To addressthese issues, this unit is working to enhance profitability by closing unprofitable facilities andreviewing its standards for opening and closing facilities. It is also reinforcing its ability totarget its marketing to each customer segment. In addition, the unit is making use of its
know-how in character merchandizing, especially in its domestic operations, to drive thedevelopment of facilities and provision of services with the added value only the Group canoffer.
Game Contents SBUThis unit’s industry is facing issues such as “flattening of growth in the domestic market,”“change in customer needs,” and “soaring content development costs for higher performance
platforms.” To address these issues, this unit is enhancing its world-wide development andmarketing structure for home video game software. It is also addressing the construction offlexible development systems, including the sharing of know-how and technologies among
units, for its arcade game machine and mobile content businesses. These initiatives will enable
the Game Contents SBU to exercise its great strength in its development capacity on aworld-wide scale, as well as to develop a balanced number of titles across each platform andto respond swiftly to changing customer needs.
(Note) As of April 1, 2009, the Network SBU was integrated into the Game Contents SBU.
Visual and Music Content SBU
The issues for this unit include “change in the profit model in accord with increasingly highperformance platforms” and “adapting to the Blu-ray Disc format.” To address to these issues,
the unit will work to improve ptofitability by implementing strategic resource allocation basedon thorough content portfolio management, as well as maximize the Group’s capacity to create
content and the value of content, and reinforce cross-media strategies. The Visual and Music
Content SBU is also formulating new business models in response to the changing
environment.
We ask for our shareholders’ further assistance and guidance.

13(5) Description of the Principal Businesses
Business Segment

Description of Business

Toys and Hobby Business

Manufacturing and sales of toys, candy-toys, vending machine
capsule products, cards, plastic models, apparel, sundries,
stationery, etc.

Amusement Facility
Business

Operation of amusement facilities and spa facilities, etc.

Game Contents Business

Planning, development and sales of home video game software
consoles/arcade game machines, and prizes for amusement
machines, etc.

Network BusinessDistribution service in respect of mobile content, etc.

Visual and Music Content
Business

Planning, production and sales of visual content and package
software, on demand visual distribution, etc.
Transportation and storage of products, leasing, management of realestate, printing, development and sales of environmental equipment,
etc.

Other Businesses(6) Principal Business Offices of the Group(i)

The Company
Head Office

2-16-2 Konan, Minato-ku, Tokyo(ii) Principal Subsidiaries
Bandai Co., Ltd.

Taito-ku, Tokyo

NAMCO LIMITED

Ota-ku, Tokyo

NAMCO BANDAI Games Inc.

Shinagawa-ku, Tokyo

Bandai Networks Co., Ltd.

Shinagawa-ku, Tokyo

Bandai Visual Co., Ltd.

Shinagawa-ku, Tokyo

NAMCO BANDAI Holdings (USA) Inc.
NAMCO Holdings UK LTD.
BANDAI S.A.

California, U.S.A.
London, U.K.
Cergy-Pontoise, FranceCentral, Hong Kong
BANDAI (H.K.) CO., LTD.
(Note) Bandai Networks Co., Ltd. merged with and was absorbed by NAMCO BANDAI Games Inc.
on April 1, 2009.

14

(7) Outline of Employees(i)Employees of the Group
Business Segment

Number of Employees

Change from the End of Previous
Fiscal Year
Decrease of 54 (Decrease of 225)
Decrease of 290 (Decrease of 718)
Increase of 229(Increase of 4)
Increase of 11(Increase of 8)

Toys and Hobby Business
1,951(1,618)
Amusement Facility Business
1,307(5,501)
Game Contents Business
2,753
(320)
Network Business
143(46)
Visual and Music Content
Increase of 30(Increase of 1)
284(19)
Business
Increase of 101(Increase of 5)
Other Businesses
497
(302)
Increase of 201(Increase of 42)
Corporate (Common)
241(42)
Increase of 228(Decrease of 883)
Total
7,176
(7,848)(Notes) 1. The number of employees refers to the employees actually at work.
2. The numbers in parentheses listed for “Number of Employees” are the average numbersof temporary personnel employed for this fiscal year.
3. The number of employees listed for “Corporate (Common)” is the number of
employees of administration sector, etc. of the Company and NAMCO BANDAI
Holdings (USA) Inc.
(ii) Employees of the Company
Change from the End
Average Years ofof Previous Fiscal
Average Age
ServiceYear
237
Increase of 202
38.0
11.5
(Notes) 1. The number of employees refers to the employees actually at work.
2. The calculation for average years of service includes the total years of service at theirrespective companies for employees who transferred from Bandai Co., Ltd. or NAMCO
BANDAI Games Inc. to the Company.
3. Administrative Headquarter was instituted on April 1, 2008, to consolidate Groupadministrative tasks and to improve efficiency. As a result, it brought together
employees from the administrative divisions of main companies in the Group, so thenumber of employees of the Company increased sharply.
Number of
Employees(8) Principal LenderAmountLenders
The Bank of Tokyo-Mitsubishi UFJ, Ltd.

¥10,355(million)

Sumitomo Mitsui Banking Corporation¥6,404 (million)

Mizuho Corporate Bank, Ltd.

¥2,332 (million)

Mitsubishi UFJ Trust and Banking Corporation¥1,666 (million)(9) Other Important Matters of the GroupNot applicable.

152. Current Status of the Company(1) Status of Share(i)

Total Number of Shares Issuable:

1,000,000,000 shares(ii) Total Number of Issued Shares:
250,000,000 shares (decrease of 6,080,191 sharesfrom the end of the previous fiscal year)(Note) The decrease in the number of issued shares during this fiscal year resulted fromthe cancellation of treasury stocks as of August 18, 2008.
(iii) Number of Shareholders: 36,909(increase of 1,088 from the end of the previous fiscal year)(iv) Major Shareholders (Top 10 Shareholders)
Investment in the Company
Name of Shareholders
Northern Trust Company (AVFC) Sub-account
American ClientJapan Trustee Services Bank, Ltd. (Trust account)
Japan Trustee Services Bank, Ltd. (Trust account
4G)
Masaya Nakamura

Number of
Shares Held

Percentage of
Voting Rights (%)

16,291,350

6.75

12,547,200

5.20

12,517,600

5.19

12,360,000

5.12

MAL Ltd.
12,010,100
4.97
The Master Trust Bank of Japan, Ltd. (Trust
11,243,200
4.66
account)
Northern Trust Company (AVFC) Re U.S. Tax
9,371,700
3.88
Exempted Pension Funds
Silchester International Investors International
8,208,300
3.40
Value Equity Trust
Sanka Ltd.
6,708,000
2.78
The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust.
4,586,100
1.90
The Bank of Tokyo-Mitsubishi UFJ account)(Notes) 1. Percentage of voting rights is calculated after reduction of treasury stocks(8,588,333 shares)
2. Out of the above number of shares held, the numbers of shares
relating to the trust business are as follows:
11,746,900 shares
Japan Trustee Services Bank, Ltd. (Trust account)
Japan Trustee Services Bank, Ltd. (Trust account 4G)
12,517,600 shares
The Master Trust Bank of Japan, Ltd. (Trust account)
9,493,900 shares
The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust. The Bank of
4,586,100 shares
Tokyo-Mitsubishi UFJ account)
3. The 4,586,100 shares owned by The Nomura Trust and Banking Co., Ltd.
(“Retirement and severance benefits trust. The Bank of Tokyo-Mitsubishi UFJ
account”) were the shares of Bandai Co., Ltd. that were owned by UFJ Bank
(now the Bank of Tokyo-Mitsubishi UFJ, Ltd.), entrusted for retirement andseverance benefits. Those shares were exchanged with the Company’s sharesthrough the share transfer on September 29, 2005, and The Bank ofTokyo-Mitsubishi UFJ directs the exercise of the voting rights pertaining tothose shares.

16

(2) Stock Subscription Rights, etc.
(i)

Stock Subscription Rights Held by Company Directors and Corporate Auditors of theCompany That Were Delivered as Consideration for the Execution of Their Duties

A.

Stock Subscription Rights as per Resolutions Made at the 1st Ordinary General Meetingof Shareholders Held on June 26, 2006 and the Board of Directors’ Meetings Held on
June 28, 2006 and July 18, 2006.

a. Number of Stock Subscription Rights
1,263 (100 shares per stock subscription right)
b. Number of Shares Underlying Stock Subscription Rights
126,300 sharesc. Amount Paid for the Issuance of Stock Subscription Rights
No requirement to make payment.
d. Value of the Property to Be Contributed at the Time of Exercising Stock Subscription
Rights¥100 per stock subscription right (¥1 per share)e. Period during Which Stock Subscription Rights Can Be Exercised
From July 10, 2009 to June 30, 2014
f. Conditions for Exercising Stock Subscription Rights• After stock subscription rights are allocated, if the Company's stock price growth rate up
to the start of the period for exercising such rights does not exceed the TOPIX (Tokyo
Stock Price Index) growth rate, then those stock subscription rights cannot be exercised.
The Company's stock price growth rate shall be calculated as the average of therespective closing prices for common stocks of the Company on the Tokyo Stock
Exchange on each of the days (except if there is no trading) within the three months prior
to the month in which the starting date for the period for exercising the stock subscription
rights falls divided by the average of the respective closing prices for common stocks of
the Company on the Tokyo Stock Exchange on each of the days (except if there is no
trading) within the three months prior to the month in which the allotment date falls. The
TOPIX growth rate is calculated in the same way as the Company’s stock price growthrate.
• The stock subscription right holders may also exercise such rights even after they cease
to be at their porsitions.
• If a stock subscription right holder passes away, his or her heir (limited to one individual)
shall exercise those rights.
• No transfer, pledge or any other disposal of stock subscription rights is allowed.
g. Stock Subscription Rights Held by Directors and Corporate Auditors (As of March 31,
2009)
Number of Shares
Number of Stock
Underlying Stock
Number of Holders
Subscription Rights
Subscription Rights
Directors (excluding
Outside Directors)

992

99,2005Outside Directors

−

−

−

Corporate Auditors

−

−

−

17

B.

Stock Subscription Rights as per Resolutions Made at the 2nd Ordinary General Meetingof Shareholders Held on June 25, 2007 and the Board of Directors’ Meetings Held on theSame Day and July 18, 2007.

a. Number of Stock Subscription Rights
926 (100 shares per stock subscription right)
b. Number of Shares Underlying Stock Subscription Rights
92,600 sharesc. Amount Paid for the Issuance of Stock Subscription Rights
No requirement to make payment.
d. Value of the Property to Be Contributed at the Time of Exercising Stock Subscription
Rights¥100 per stock subscription right (¥1 per share)e. Period during Which Stock Subscription Rights Can Be Exercised
From July 10, 2010 to June 30, 2015
f. Conditions for Exercising Stock Subscription Rights• After stock subscription rights are allocated, if the Company's stock price growth rate up
to the start of the period for exercising such rights does not exceed the TOPIX (Tokyo
Stock Price Index) growth rate, then those stock subscription rights cannot be exercised.
The Company's stock price growth rate shall be calculated as the average of therespective closing prices for common stocks of the Company on the Tokyo Stock
Exchange on each of the days (except if there is no trading) within the three months prior
to the month in which the starting date for the period for exercising the stock subscription
rights falls divided by the average of the respective closing prices for common stocks of
the Company on the Tokyo Stock Exchange on each of the days (except if there is no
trading) within the three months prior to the month in which the allotment date falls. The
TOPIX growth rate is calculated in the same way as the Company’s stock price growthrate.
• The stock subscription right holders may also exercise such rights even after they cease
to be at their positions.
• If a stock subscription right holder passes away, his or her heir (limited to one individual)
shall exercise those rights.
• No transfer, pledge or any other disposal of stock subscription rights is allowed.
g. Stock Subscription Rights Held by Directors and Corporate Auditors (As of March 31,
2009)
Number of Shares
Number of Stock
Underlying Stock
Number of Holders
Subscription Rights
Subscription Rights
Directors (excluding
Outside Directors)

831

83,1005Outside Directors

−

−

−

Corporate Auditors

−

−

−

18

(ii) Stock Subscription Rights Delivered to Employees etc. as Consideration for the
Execution of Their Duties in This Fiscal Year
Not applicable.
(For Reference)
Stock Subscription Rights Delivered to Employees, etc. prior to this Fiscal Years

Name of Issue

Second Issuance ofStock Subscription
RightsThird Issuance ofStock Subscription
RightsFourth Issuance ofStock Subscription
RightsAdditional
Issuance for
Second Issuanceof Stock
Subscription
RightsDate ofresolution atJune 26, 2006
June 26, 2006
June 26, 2006
June 25, 2007
General Meetingof Shareholders
Persons receiving
Directors of
Employees of the
Employees of
Directors ofrights; number ofsubsidiaries of theCompany and its
subsidiaries of thesubsidiaries of thepersons
Company; 14
subsidiaries; 603
Company; 231
Company; 85
Type of stock;number of stock
Common stock;
Common stock;
Common stock;
Common stock;subscription
149,700 shares
1,838,000 shares
583,000 shares
268,100 sharesrights (Note)
Date ofJuly 18, 2006
July 18, 2006
April 18, 2007
July 19, 2007
acquisition
Value of theproperty to becontributed at the
1 yen per share
1,754 yen per share
1,895 yen per share
1 yen per sharetime ofexercising stock
subscription
rightsPeriod during
From July 10,
which stock
From July 10, 2009,
From July 10, 2008,
From April 1, 2009,2010, to June 30,
subscription
to June 30, 2014
to June 30, 2010
to June 30, 20102015
rights can be
exercised(Note) In the above, a number of stock subscription rights are stated as converted into a numberof shares underlying stock subscription rights.

19

(3) Directors and Corporate Auditors of the Company(i)

Directors and Corporate Auditors
Title

Responsible Area and Status of Representation of
Other Legal Entities, etc.
Chairman of The Japan Toy Association

Name

President andRepresentative Director
Director

Takeo Takasu

Director

Shuji Ohtsu

Director
Director

Yusuke Fukuda

Director

Masahiro Tachibana

Director

Shukuo Ishikawa

Director

Satoshi Oshita

Director

Kazumi Kawashiro

Director

Masatake Yone

Director

Kazuo Ichijo

Full Time Corporate
AuditorFull Time Corporate
AuditorCorporate Auditor

Koichiro Honma

Jun Higashi

Kazunori Ueno

Responsible for the Strategic Business Units
overall and the Affiliated Business Companies
Responsible for Overseas Operations and in
charge of the Administrative Headquarter, theCorporate Legal Affairs Office and the Internal
Auditing Division
In charge of the Corporate Planning Division
Responsible for the Toys and Hobby SBU and is
President and Representative Director of Bandai
Co., Ltd.
Responsible for the Amusement Facility SBU andis President and Representative Director of
NAMCO LIMITED
Responsible for the Game Contents SBU and is
President and Representative Director of
NAMCO BANDAI Games Inc.
Responsible for the Network SBU and is
President and Representative Director of Bandai
Networks Co., Ltd.
Responsible for the Visual and Music Content
SBU and is President and Representative Directorof Bandai Visual Co., Ltd.
Attorney-at-Law. Partner of Mori Hamada andMatsumoto Law Firm
Professor of the Graduate School of International
Corporate Strategy (ICS), Hitotsubashi University

Katsutoshi Hirasawa

Attorney-at-Law. Partner of Sudo and Takai Law
OfficeAttorney-at-Law. Partner of Marunouchi-Chuo
Corporate Auditor
Kouji Yanase
Law Office(Notes) 1. Director, Mr. Masatake Yone and Director, Mr. Kazuo Ichijo are Outside Directors.
2. Corporate Auditor, Mr. Osamu Sudo and Corporate Auditor, Mr. Kouji Yanase are
Outside Corporate Auditors.
3. Full Time Corporate Auditor, Mr. Katsutoshi Hirasawa was engaged in financing andaccounting activities at the Accounting Department of Bandai Co., Ltd., after he was
employed at the Administration Department of Shizuoka Plant of Bandai Co., Ltd.,
where he was engaged in administration jobs such as accounting, general affairs and soon. Thus, Mr. Katsutoshi Hirasawa has a deep knowledge on financing and accounting.
4. Corporate Auditor, Mr. Osamu Sudo has considerable experience with bankruptcy
issues as an attorney and has the deep knowledge of finance and accounting necessary
to engage in such bankruptcy issues.
5. Director, Mr. Takeo Takasu assumed the position of Chairman and Representative
Director of the Company as of April 1, 2009.
Osamu Sudo20

6. Director, Mr. Shukuo Ishikawa resigned from the position of Representative Director of
NAMCO BANDAI Games Inc., as of March 31, 2009, and assumed the position of
President and Representative Director of the Company as of April 1, 2009.
7. Director, Mr. Satoshi Oshita assumed the position of Managing Director of NAMCO
BANDAI Games Inc., in conjunction with the Bandai Networks Co., Ltd., merging
with and absorbed by NAMCO BANDAI Games Inc. on April 1, 2009.
(ii) Directors and Corporate Auditors who Resigned or Were Dismissed During This Fiscal
Year
Not applicable.
(iii) Total Amount of Remuneration etc. Paid to Directors and Corporate Auditors
Number of People

Amount Paid

Directors

7¥221 million(Outside Directors)(2)(¥31 million)

Corporate Auditors

4(Outside Corporate Auditors)(2)¥65 million(¥21 million)

Total

11

¥286 million(Outside Directors and Outside
Corporate Auditors)(4)(¥52 million)(Notes) 1. There are no employees serving as Directors.
2. At the 1st Ordinary General Meeting of Shareholders held on June 26, 2006, theremuneration limit for Directors was set at ¥700 million per fiscal year, of which ¥350
million was set as the limit for base remuneration and the remaining ¥350 million was
set as the limit for cash bonus.
3. At the Ordinary General Meetings of Shareholders for Bandai Co., Ltd. and NAMCO
LIMITED (currently NAMCO BANDAI Games Inc.) held on June 23, 2005 and on
June 25, 2005 respectively, it was resolved that the total amount of remuneration for
Corporate Auditors shall be no more than ¥8 million per month.
4. The total amount of remuneration, etc. stated above includes the following:・Directors’ bonus reserve for the current fiscal year
4 Directors ¥23 million(Excluding Outside Directors and Part-time Directors)(iv) Matters Concerning Outside Directors and Outside Corporate Auditors
A.

Concurrent Posts with Other Companies (When Serving as an Operating Officer for Such
Company) and Relationships Between the Company and Such Other Companies
Not applicable

B.

Concurrent Posts As Outside Directors or Outside Corporate Auditors of Other
Companies• Director Masatake Yone is an Outside Director of GCA Savvian Corporation and an
Outside Corporate Auditor of THK CO., LTD.
• Director Kazuo Ichijo is an Outside Director of Shimano, Inc. and an Outside Corporate
Auditor of Information Services International Dentsu, Ltd.
• Corporate Auditor Osamu Sudo is an Outside Corporate Auditor of NAMCO LIMITED.
(Note) Osamu Sudo resigned from his position as an Outside Corporate Auditor of
NAMCO LIMITED as of March 31, 2009.

21

C.

Main Activities in This Fiscal Year
• Status of Attendance at Board of Directors Meetings and Board of Corporate Auditors
Meetings
Board of Directors Meetings(held 20 times)
The Number ofAttendance Rate
Meetings
Attended

Director Masatake Yone
Director Kazuo Ichijo
Corporate Auditor
Osamu Sudo
Corporate Auditor
Kouji Yanase

Board of Corporate Auditors
Meetings (held 11 times)
The Number ofAttendance Rate
Meetings
Attended

17
17

85.0%
85.0%

−
−

−
−

16

80.0%

10

90.9%

19

95.0%

11

100.0%• Statements Made at Board of Directors Meetings and Board of Corporate Auditors
Meetings
Director Masatake Yone provides advice and proposals by giving opinions, etc.
primarily from his position as an attorney to ensure the appropriateness and validity ofdecisions of the Board of Directors.
Director Kazuo Ichijo provides advice and proposals by giving opinions, etc. primarily
from his position as a graduate school professor specializing in organizational theory toensure the appropriateness and validity of decisions of the Board of Directors.
Corporate Auditor Osamu Sudo provides advice and proposals by giving opinions, etc.
primarily from his position as an attorney to ensure the appropriateness and validity ofdecisions of the Board of Directors and the Board of Corporate Auditors.
Corporate Auditor Kouji Yanase provides advice and proposals by giving opinions, etc.
primarily from his position as an attorney to ensure the appropriateness and validity ofdecisions of the Board of Directors and the Board of Corporate Auditors.
D.

Summary of Contracts Concerning Limited Liability
Not applicable.

E.

Total Amount of Remuneration etc. Paid to Directors and Corporate Auditors by the
Parent Company or a Subsidiary
In the current fiscal year, one Outside Corporate Auditor received a total of sevenmillion yen as remuneration paid to Directors, etc., by a subsidiary of the Company.

22

(4) Accounting Auditors(i)Name: KPMG AZSA & Co.

(ii) Amount of Remuneration, etc.
Amount Paid
Amount of Remuneration, etc. for Accounting Auditors¥79 million
for This Fiscal Year
Total in Money and Other Financial Benefits to Be Paid
¥259 million
by the Company and Its Subsidiaries to Accounting
Auditors(Notes) 1. NAMCO Holdings UK LTD., BANDAI S.A., and BANDAI (H.K.) CO., LTD., each ofwhich is one of the major subsidiaries of the Company, are audited by an audit
corporation other than the Company’s Accounting Auditor.
2. Under the audit agreement between the Company and its Accounting Auditors, there isno clear distinction between the total amount of remuneration, etc. for audits under theCompanies Act and that under the Financial Instruments and Exchange Act; furthermore,
it is practically impossible to make such distinction. Therefore, the amount of
remuneration, etc. for this fiscal year described above is the total amount of
remuneration, etc. for these audits.
(iii) Non-Auditing Operations
Not applicable.
(iv) Policy on Removal or Non-Renewal of an Accounting Auditor
In the event that an Accounting Auditor falls under any of the items of Article 340,
Paragraph 1 of the Companies Act, in principal, the Board of Corporate Auditors will remove
such Accounting Auditor with the unanimous approval of the Corporate Auditors.
Additionally, in the event that the Board of Corporate Auditors judges that an Accounting
Auditor's behavior caused a material impediment to the audit operations of the Company, it
will request the Board of Directors to present a proposal for the removal or non-renewal ofsuch Accounting Auditor at a General Meeting of Shareholders, as prescribed in Article 344,
Paragraph 2 of the Companies Act - even if such Accounting Auditor does not fall under anyof the items of Article 340, Paragraph 1 of the Companies Act.
Under these circumstances, the Board of Directors will be responsible for proposing suchagendum to the General Meeting of Shareholders. Moreover, if the Board of Directors finds it
necessary because of an impediment to the execution of the duties of the Accounting Auditor,
etc., it will, having received the approval of the Board of Corporate Auditors, present the
proposal for removal or non-renewal of such Accounting Auditor at a General Meeting of
Shareholders, as prescribed in Article 344, Paragraph 1 of the Companies Act.
(v)

Summary of Contracts Concerning Limited Liability

Not applicable.
(5) Systems for Ensuring the Properness of Operations
The following outlines decisions regarding systems to ensure that the execution of the duties
by Directors complies with the laws and regulations and the Articles of Incorporation and othersystems to ensure the properness of the Company’s operations.

23

(i)

Systems to Ensure that the Execution of the Duties by Directors Is in Compliance with
the Laws and Regulations and the Articles of Incorporation.

A.

The Group has established the Group’s corporate philosophy, the Group Compliance
Charter and the BANDAI NAMCO Group Rules for Executives so that the Directors of
the Group companies shall always exercise care in carrying out their duties fairly and inaccordance with the law. The president of each Group company has submitted
declarations of intent to comply with the Group Compliance Charter.

B.

The Group has established regulations concerning compliance as a part of Groupmanagement. The Group as a whole has a system to ensure that compliance with laws
and regulations, respect for ethical principles and compliance with company regulations
are implemented appropriately.

C.

The relevant Director is put in charge of compliance and is responsible for supervision ofcompliance overall. Should violations of compliance or suspicions thereof occur within
the Group, the Compliance Committee is convened immediately to discuss and decide
how the issue should be handled.

D.

Along with the establishment of the compliance regulations, the Company has put inplace the Corporate Auditors hotline by means of which, in case of violations of laws or
regulations or suspicions thereof, such effect can be reported directly to the Corporate
Auditors.

(ii) Systems for Preserving and Managing Information Related to Directors’ Execution of
Their Duties
A.

The Company has established regulations concerning information security as a part ofGroup management. These regulations provide for a system to ensure appropriate
safekeeping and preservation of information.

B.

The Company has established regulations concerning document management andensures (i) the centralized collection and management of minutes of several kinds ofmeetings, contracts and other documents, and (ii) appropriate safekeeping and managing
approval documents and other important documents in each department. The Company
has a system to ensure that Directors may peruse those documents at any time.

(iii) Regulations Concerning Management for Risk of Loss and Other Systems
A.

The Company has established regulations concerning risk management and complianceas a part of Group management. Throughout the Group, we are working to prevent risk
and to discover factors creating risk as rapidly as possible, and aiming to minimize theimpact of risk on our business by responding to risk quickly and in an appropriatemanner when risk arises.

B.

The Company has put a group emergency contact network in place and ensured thatshould information concerning risk, including violations of laws and regulations, develop,
it is reported immediately to the Company’s President and Representative Director and ameeting of the Group Crisis Management Committee is held to discuss and decide theGroup’s response to such risk.

24

(iv) Systems to Ensure that Directors Execute their Duties EfficientlyA.

To promote greater efficiency in the Group business operations, subsidiaries aresegmented with separate SBUs for each category. Mid-term business plan and annual
budgets are determined for each SBU and the Group as a whole, and each Director in
charge of each SBU is responsible for the efficient execution of such SBU businesses.

B.

The Company has established several meetings including the Group Strategy Meetingand Waigaya (Weekly Meeting) at which full-time Directors and important employees
exchange their opinions, ensuring the system for reporting inside the Group and decision
making. In addition, the Company has established performance management regulations,organizational regulations, regulations concerning division of duty, regulations
concerning operating authority, and regulations concerning managerial decisions, etc.,
which define the scope of authority and responsibility of each Director and design asystem to ensure efficient execution of their respective work duties.

C.

The Group has revised the roles of its overseas holding companies that control relevant
regions to create a system that ensures that each SBU carries out its operations
efficiently.

(v)

Systems to Ensure that Employees Execute their Duties in Compliance with the Laws
and Regulations and the Articles of IncorporationA.

The Group has established the Group’s corporate philosophy and the Group Compliance
Charter as the foundations of its compliance system, so that employees shall always
exercise care in carrying out their duties fairly and in accordance with the law.

B.

The Company has established organizational regulations, regulations concerning divisionof duty, regulations concerning operating authority, and regulations concerning
managerial decisions, etc., which clarify the responsibilities and authority of employees.

C.

An Internal Auditing Division has been established independently of the executive
sections to work towards the properness of execution of operations through internal
audits, and the Compliance Committee has been established to serve as the overall
compliance body, putting in place a system such that, should violations of laws or
regulations or suspicions thereof occur, the Compliance Committee will immediately
discuss and decide how the issue should be handled.

D.

Along with the establishment of the compliance regulations, the Company has put inplace the Corporate Auditors hotline by means of which, in case of violations of laws or
regulations or suspicions thereof, such effect can be reported directly to the Corporate
Auditors.

(vi) Systems to Ensure Proper Business Behavior by the GroupA.

The Group has established the Group Compliance Charter with which all officers andemployees of the Group shall comply while conducting business. The president of eachgroup company has submitted declarations of intent to comply with the Group
Compliance Charter. Moreover, to ensure thorough knowledge of the Group Compliance
Charter throughout the Group, a guidebook, the Compliance Book, has been issued anddistributed to all officers and employees in the Group, and training on compliance isbeing carried out by, for example, the Group’s training system using its internal network.

25

B.

The Group management regulations including, among other regulations, regulations
concerning compliance, risk management, performance management and information
security management have been established to ensure proper performance of business
responsibilities throughout the Group.

C.

To promote greater efficiency in Group operations, group businesses are segmented withseparate SBUs for each category. The Company has put in place a system primarily
headed by the Director in charge of each SBU, to ensure close communication, including
appropriate guidance and advice, etc. as necessary, to each Group company.

D.

A project is underway to make the Group’s internal controls function more effectively,
with the primary focus on greater effectiveness and efficiency in operations, reliability infinancial reporting and compliance with related laws and regulations.

(vii) Matters Concerning the Systems Related to Employees who Assist the Corporate
Auditors and those Employees’ Independence from the Directors:
A.

The Board of Corporate Auditors’ regulations specify in writing and the Board of
Directors has adopted a resolution to the effect that the Corporate Auditors may request a
Representative Director to assign employees to assist the Corporate Auditors in carryingout their duties and that, to ensure those employees’ independence from the Board of
Directors, the Directors and the Corporate Auditors are given an opportunity to confer on
personnel matters concerning those employees in advance.

(viii) Systems for Reports to the Corporate Auditors, Including Reports to the Corporate
Auditors Made by Directors and Other EmployeesA.

Directors and other employees must promptly report to the Board of Corporate Auditors
any matters prescribed by the laws and regulations, matters likely to have a major impact
on the Company and the Group, and matters related to the current status of internal audits
and compliance.

B.

Along with the establishment of the compliance regulations, the Company has put inplace the Corporate Auditors hotline by means of which, in case of violations of laws or
regulations or suspicions thereof, such effect can be reported directly to the Corporate
Auditors.

C.

Directors make regular reports to the Board of Directors on the current state ofconstruction and operations of internal control systems.

D.

Besides meetings of the Board of Directors, Corporate Auditors also participate inimportant meetings including Group Strategy Meeting and meetings of the Boards of
Directors of principal subsidiary companies, and have regular meetings with Directors
and important employees to confirm the current state of affairs of the Company, receive
reports, exchange opinions, and so on.

(ix) Systems to Ensure the Effectiveness of Audits Conducted by the Corporate Auditors
A.

Besides (i) establishment of the Board of Corporate Auditors’ regulations, audit
standards for Corporate Auditors, standards for audits of internal control systems andaudit plans, and (ii) allocation of duties of Corporate Auditors, Corporate Auditors ensure
efficient audits by regularly meeting with Directors and important employees, auditing
important documents, and communicating with the Internal Auditing Division and26

Accounting Auditors.
B.

Besides participating in meetings of the Board of Directors, Corporate Auditors also
participate in important meetings including the Group Strategy Committee and meetingsof the Boards of Directors of principal subsidiary companies, with the aim ofstrengthening audits of the subsidiaries.

C.

The Group Board of Corporate Auditors, which consists of full-time Corporate Auditors,
holds workshops aimed at improving the quality of audits to provide information aboutaudit policies and other relevant matters, confirm the current status of audits, receive
reports and discuss. In addition, it provides training in audit procedures for employees
who also serve as part-time Corporate Auditors, with the aim of improving theeffectiveness of audits for the Group as a whole.

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

The Group Value
Guided by our vision of becoming "The Leading Innovator in Global Entertainment," theGroup mission is to offer "Dreams, Fun and Inspiration" to people around 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 ofentertainment constantly predicting the changes of times and environments. Such creation isclosely linked to raising the value of the Company.
Therefore, in determining what and how a person or entity controlling decisions on thefinancial and business policies should be, the Company should take the enhancement of thecorporate 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 the financial and business
policies should be the one who sufficiently understands the importance of our managerial
vision and mission of the Group mentioned above, the managing resources, such as content
that supports the accomplishment of that vision and mission, and the importance of various
stakeholders related to the Company, and who maximizes the mid-to-long term corporate
value and shareholders’ common interest.
Therefore, we believe that in the event that any person or entity that attempts to acquirelarge quantities of the Company's shares falls under any of the followings and would harm theCompany’s corporate value for such reason, such person or entity is inappropriate to control
the decisions of the Company’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 timerequired for making decisions.
(ii) Details of Engagement
Board of Directors of the Company, to whom the shareholders entrusted the management, isengaged in the following efforts to implement the Group’s basic policy.

27

Steps to Increase the Company’s Corporate Value
・Promoting the Mid-term Business Plan
The three-year mid-term business plan that went into effect on April 1, 2009, promotes
two strategies, “Focus,” the business strategy, and “Enhancing the Entertainment-hub,” thefunctional strategy, to lay the foundation for global growth.
Under “Focus,” the business strategy, the Group clarifies the mission of each of thebusiness units on the basis of market environment and competitive superiority, thencategorizing each as (i) a “business for dynamic growth” in which the Group will actively
invest and (ii) a “business for profit improvement” for which the Group implement
measures to improve revenues. In particular, the Group defines the “Toys and Hobby
Business” and the “Game Contents Business” as “businesses for dynamic growth” in which
the Group will carry out aggressive forward-looking investments to expand the business,particularly in the European and North American markets. The Group defines the “Visualand Music Content Business” and the “Amusement Facility Business” as “businesses forprofit improvement”, for which the Group will implement measures to improve revenues,
with an emphasis on the domestic market.
The functional strategy, “Enhancing the Entertainment-hub,” is directed at further
strengthening a series of functions such as creation and acquisition, development andutilization of contents by adding synergies among the Group as well as between the Groupand external partner companies. The mid-term business plan calls for developing thatapproach, which thus far has largely been implemented domestically, into a global model.
・Promoting Efficient Management
The Group has been actively promoting efficient management.
On the business front, business operations have been restructured and consolidated into
four strategic business units (SBUs), for efficient group management. In this fiscal year, toaccelerate that process, the game business of the Banprest Co., Ltd., was integrated into
NAMCO BANDAI Games Inc., Bandai Visual Co., Ltd., merged with and absorbed
ANIME CHANNEL CO. LTD., and, as of April 1, 2009, NAMCO BANDAI Games Inc.,
merged with and absorbed Bandai Networks Co., Ltd. These steps were taken toconcentrate businesses and functions within the Group.
On the financial front, a basic policy for efficient use of funds has been decided. In
concrete terms, with regard to reserve funds after deducting working capital and outlays forforward capital investments related to operations, the Company will consider purchase oftreasury stock for return to shareholders and other purposes, after accounting for an overall
assessment of expected earnings for the current and next fiscal year as well as capital
investment items, etc.
・Proactive IR Activities
Our Group 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 shareholders
with information concerning management strategies and business directions. We thus work toprovide ample opportunities, for instance, company information and financial information
meetings for the president and other executives of the Company to explain directly to bothforeign and Japanese individual investors, institutional investors and stock analysts, etc.

28

・Proactive Policy for the Return of Profits to Shareholders
The Company places the return of profits to shareholders as one of its highest management
priorities. The Company assumes that its basic policy is to further strengthen the Group's
competitiveness and, while maintaining a sound financial status, to achieve regular
distributions of dividends and improvement in the Company’s corporate value. In concreteterms, the Company's basic policy is to provide a return to shareholders that targets at apayout ratio of 30% in accordance with consolidated operational results, based on stableannual dividend payments of ¥24 per share.
In addition, the Company, after deducting an amount equivalent to a 30% dividend payout
ratio from the consolidated net income for the period, attributes a portion of the remainingbalance to the acquisition of its own shares, with comprehensive consideration of aspects
such as the amount of cash held, its operating performance, its recent share price trend, andexistence of its plan for large-scale investments.
Takeover Defenses
At present, the Company has taken no specific measures as takeover defenses; we regard
implementing our management and business strategies in accordance with the measures toincrease the corporate value and aiming to increase the corporate value of the Group as a whole
as a substantial defense against inappropriate takeovers.
That said, since we are entrusted by shareholders as the management of the Group, we will
study and develop a system of takeover defenses in anticipation of situations in which an
inappropriate entity or person might emerge to become a decision-making authority 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 offer by the bidder, but will
construct a system that enables the Company to judge from the perspective of improving
corporate value first. The Company will continue to study takeover defenses by utilizing stock
subscription rights, etc. with a close eye on legal and social trends.
(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 arerounded off to the nearest figure.

29

Consolidated Balance Sheet(As of March 31, 2009)(Millions of yen)AmountASSETS
Current assets
Cash and time deposits
Trade receivables
Short-term investments
Merchandise and finished goods
Work in process
Raw materials and supplies
Deferred tax assets
Other current assets
Allowance for doubtful receivables
Total current assets

106,747
62,5184,426
11,642
21,6534,354
6,145
19,044(446)
236,085

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
Goodwill
Other intangible assets
Total intangible assets
Investments and other assets
Investment securities
Guarantee money deposited
Deferred tax assets
Other investments and assets
Allowance for doubtful receivables
Total investments and other assets
Total fixed assets
TOTAL ASSETS

10,65519,094
11,782
10,45951,991
12,054
10,23022,28524,94918,012
7,124
4,248(1,254)53,081
127,359
363,44430

(Millions of yen)AmountLIABILITIESCurrent liabilities
Trade payables
Short-term borrowings
Accounts payable-otherAccrued income taxes
Provision for directors’ bonus
Provision for losses from business restructuring
Provision for sales return
Other current liabilities
Total current liabilities
Long-term liabilities
Long-term debt
Deferred tax liabilities, land revaluation
Accrued retirement and severance benefits
Accrued directors’ and corporate auditors’ retirement and severance
benefits
Other long-term liabilities
Total long-term liabilities
TOTAL LIABILITIES

36,7608,857
18,437
6,374
635
154
911
12,17184,303
11,990
481
1,906
46
4,136
18,561
102,865

NET ASSETSStockholders’ equity
Common stock
Additional paid-in capital
Retained earnings
Treasury stock
Total stockholders’ equity

10,00079,887
199,453(9,624)
279,717

Valuation difference and translation adjustments
Other securities valuation difference
Deferred gains or losses on hedges, net of taxes
Land revaluation
Translation adjustments
Total valuation difference and translation adjustments
Stock subscription rights
Minority interests
TOTAL NET ASSETSTOTAL LIABILITIES AND NET ASSETS(1,911)(105)(6,299)(13,755)(22,071)
1,468
1,465
260,579
363,44431

Consolidated Statement of Income(April 1, 2008 through March 31, 2009)

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Equity in gain of affiliated companies
Other non-operating income
Non-operating expenses
Interest expense
Foreign exchange loss
Other non-operating expenses
Recurring income
Extraordinary income
Gain on sales of fixed assets
Reversal of allowance for doubtful receivables
Reversal of provision for losses from businessrestructuring
Gain on reversal of stock subscription rights
Other extraordinary income
Extraordinary loss
Loss on sales of fixed assets
Loss on disposal of fixed assets
Loss on impairment of fixed assets
Loss on valuation of investment securities
Provision for allowance of doubtful receivablesSpecial retirement expenses
Litigation settlement
Other extraordinary loss

(Millions of yen)Amount426,399
280,376
146,023
123,674
22,348
3,309
1,707
331
360
909
1,144
246
744
153
24,513
2,321
1,635
47
338
188
110
5,708
45
256
953
997
642
647
1,061
1,103

Income before income taxes and minority interests

Corporate income, inhabitant and enterprise taxes
Income taxes for the previous period
Deferred income taxes
Minority interests
Net income

32

21,125
9,843
1,173(1,956)

9,059
235
11,830Consolidated Statement of Changes in Net Assets(From April 1, 2008 to March 31, 2009)(Millions of yen)
Stockholders’ equity
Common stock
Balance as of March 31, 2008
Changes during the period
Total changes during the period
Balance as of March 31, 2009
Additional paid-in capital
Balance as of March 31, 2008
Changes during the period
Purchase of treasury stock from consolidated
subsidiaries
Retirement of treasury stock
Total changes during the period
Balance as of March 31, 2009
Retained earnings
Balance as of March 31, 2008
Effect of changes in accounting policies applied toforeign subsidiaries
Changes during the period
Cash dividends
Net income
Changes in the scope of consolidation
Reversal of land revaluation
Total changes during the period
Balance as of March 31, 2009
Treasury stock
Balance as of March 31, 2008
Changes during the period
Purchase of treasury stock
Disposal of treasury stock
Retirement of treasury stock
Changes in treasury stock accompanying
changes to holdings in companies to which theequity method is applied
Total changes during the period
Balance as of March 31, 200933

10,000−10,00087,945278(8,336)(8,058)79,887
192,865(66)(6,009)11,830818
15
6,654
199,453(2,840)(15,119)
1
8,336

(2)
(6,784)(9,624)

Consolidated Statement of Changes in Net Assets(From April 1, 2008 to March 31, 2009)(Millions of yen)
Total stockholders’ equity
Balance as of March 31, 2008
Effect of changes in accounting policies applied toforeign subsidiaries
Changes during the period
Cash dividends
Net income
Purchase of treasury stock
Purchase of treasury stock from consolidated
subsidiaries
Disposal of treasury stock
Retirement of treasury stock
Changes in treasury stock accompanying
changes to holdings in companies to which theequity method is applied
Changes in the scope of consolidation
Reversal of land revaluation
Total changes during the period
Balance as of March 31, 2009
Valuation difference and translation adjustments
Other securities valuation difference
Balance as of March 31, 2008
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2009
Deferred gains or losses on hedges
Balance as of March 31, 2008
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2009Land revaluation
Balance as of March 31, 2008
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2009
Translation adjustments
Balance as of March 31, 2008
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2009

34

287,971(66)(6,009)11,830(15,119)
278
1
−

(2)
818
15
(8,188)279,717

192(2,103)(2,103)(1,911)
(112)

7
7
(105)
(6,284)(15)(15)(6,299)5,028(18,784)(18,784)(13,755)

Consolidated Statement of Changes in Net Assets(From April 1, 2008 to March 31, 2009)(Millions of yen)
Total valuation difference and translation adjustments
Balance as of March 31, 2008
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2009
Stock subscription rights
Balance as of March 31, 2008
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2009
Minority interests
Balance as of March 31, 2008
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2009
Total net assets
Balance as of March 31, 2008
Effect of changes in accounting policies applied toforeign subsidiaries
Changes during the period
Cash dividends
Net income
Purchase of treasury stock
Purchase of treasury stock from consolidated
subsidiaries
Disposal of treasury stock
Retirement of treasury stock
Changes in treasury stock accompanying changes
to holdings in companies to which the equity
method is applied
Changes in the scope of consolidation
Reversal of land revaluation
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 200935

(1,175)(20,896)(20,896)(22,071)
1,531

(63)
(63)
1,468
1,616
(150)
(150)
1,465
289,944(66)(6,009)11,830(15,119)
278
1
−
(2)

818
15
(21,110)(29,298)
260,579

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

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

Status of Consolidated Subsidiaries:
Total Number of Consolidated Subsidiaries:
63 companies(ii) Names of Principal Consolidated Subsidiaries:
Bandai Co., Ltd., NAMCO LIMITED, NAMCO BANDAI Games Inc., Bandai
Networks Co., Ltd., Bandai Visual Co., Ltd., BANDAI LOGIPAL INC.,
NAMCO BANDAI Holdings (USA) Inc., BANDAI S.A., NAMCO Holdings
UK LTD. and BANDAI (H.K.) CO., LTD.
Since BEEZ ENTERTAINMENT S.A.S. and SUNRISE Music Publishing Co., Ltd.,
gained in importance and BANDAI (SHENZHEN) CO., LTD., was newly incorporated,
those companies were added to the scope of consolidation from this consolidated fiscal
year.
XS ENTERTAINMENT INC. and BANDAI VISUAL USA INC. were liquidated andthus were excluded from the scope of consolidation.
Also, new Banpresto Co., Ltd., was newly incorporated as a result of anincorporation-type company split of Banpresto Co., Ltd., and was added to the scope of
consolidation. Banpresto Co., Ltd., was merged with by NAMCO BANDAI Games Inc.
due to an absorption-type merger, and thus was excluded from the scope of
consolidation.
A tender offer having been carried out by NAMCO BANDAI Games Inc. for D3 INC.
and its consolidated subsidiaries, D3PUBLISHER INC., Entertainment Software
Publishing Inc., D3Publisher of America, Inc., D3Publisher of Europe Ltd., D3DB S.r.l.,and Vicious Cycle Software, Inc., those companies were added to the scope of
consolidation.
(2)(i)

Status of Non-consolidated Subsidiaries:
Names of the Principal Non-consolidated Subsidiaries:
SHANGHAI NAMCO LTD. and BANDAI LOGIPAL (H.K.) LTD.

(ii) Reason for Exclusion from the Scope of Consolidation:
As the scale of the business conducted by each of the non-consolidated
subsidiaries is small, the total assets, net sales, net income or loss and retained
earnings, etc. corresponding to the ownership held by the Company of each
non-consolidated subsidiary have no material impact on the consolidated
financial statements.

36

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 Non-consolidated Subsidiaries and Affiliated Companies to Which the Equity
Method Was Applied: 7 companies(ii) Names of the Principal Non-consolidated Subsidiary and Affiliated Companies to Which
the Equity Method Was Applied:
Non-consolidated subsidiary: SHANGHAI NAMCO LTD.
Affiliated companies: Happinet Corporation, Sotsu Co., Ltd. and People Co.,Ltd.
In addition, with the sale of shares in Sunlink Co., Ltd. to Happinet Corporation,
Sunlink Co., Ltd. was excluded from the scope of application of the equity method forthis consolidated fiscal year.
Furthermore, with the investment in Distribution Partners S.A.S. and the acquisitionof shares in Sun-Star Stationery Co., Ltd., in connection with that company’s split, thosecompanies were treated as companies to which the equity method is applied.
(2)

Status of Non-consolidated Subsidiaries and Affiliated Companies to Which the Equity Method
Was Not Applied:(i)Name of the Principal Non-consolidated Subsidiary or Affiliated Company
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 thatthe exclusion of 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 in consideration of the company’s net
income or loss and retained earnings, etc. corresponding to the ownership heldby the Company.
3. Information Concerning the Fiscal Year, etc. for Consolidated Subsidiaries
NAMCO BANDAI Holdings (USA) Inc. and some other consolidated subsidiaries (21domestic and 25 overseas subsidiaries) have the last day of December, January, or February
as closing date.
In addition, Bandai Visual Co., Ltd. and NAMCO BANDAI Business Services Inc.
changed their respective closing dates from the last day of February to March 31 and thus had
a 13-month fiscal year.
In the preparation of the consolidated financial statements, the financial statements of eachcompany for the relevant fiscal year were used, and necessary adjustments for consolidation
purposes were made in the case of material transactions conducted prior to the last day of theconsolidated fiscal year for the consolidated financial statements of the Company.

37

4. Information Concerning the Basis for Accounting Treatment(1)(i)

Valuation Basis and Methods for Significant Assets:
Valuation Basis and Methods for Securities
Bonds to be held to maturity: Stated using the amortized cost method (straight-line
method)Other securities:
Securities with market values:
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 values:
Stated using the cost method based on the moving average method.
However, with respect to the contributions to limited liability partnerships forinvestment businesses and similar partnerships, the amount corresponding to
the equity holdings of the partnership’s assets is stated as investment
securities, and the amount corresponding to profits or losses resulting fromthe operations of the partnership is stated as profits or losses for thisconsolidated fiscal year.

(ii) Derivative Trading: Stated using the market price method.
(iii) Valuation Basis and Method 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 total average method.
(The value stated on the balance sheet was calculated by writing down thebook value based on declining profitability.)
Overseas consolidated subsidiaries:
Generally, stated using the lower of cost method based on the total averagemethod.
(Change in accounting policies)“Accounting Standard for Measurement of Inventories” (ASBJ Statement No. 9,
issued on July 5, 2006) was applied from this consolidated fiscal year.
The impact of this change on operating income, recurring income and net
income before income taxes and minority interests is immaterial.
(2)(i)

Depreciation Methods for Significant Depreciable Assets:
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 straight-line method was used. The general useful life of property,
plant and equipment is as follows:
Buildings and structures:
2 to 50 years
Amusement facilities and machines:
3 to 15 years

38

(Additional information)
As for the property, plant and equipment of some domestic consolidated
subsidiaries, the useful life was changed from this consolidated fiscal year,
pursuant to the change in statutory useful life in the 2008 revision of the
Corporation Tax Law.
The impact of this change on operating income, recurring income, and net
income before income taxes and minority interests is immaterial.
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:
2 to 7 years(ii) Intangible 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 a residual value of zero.
However, financing lease transactions other than those in which titles to leased
property are determined to be transferred to lessees, which transactions started
on or before March 31, 2008, are stated by applying the accounting treatment
applicable to ordinary operating lease transactions.
(3)(i)

Basis of Recognition for Significant Provision:
Allowance for Doubtful Receivables:
The allowance for doubtful receivables is provided for possible losses on
unrecoverable receivables. For ordinary receivables, the amount of the allowanceis based on the historical rate of loss. For receivables from debtors at risk ofbankruptcy and receivables from debtors in bankruptcy or under reorganization,etc., the amount of the allowance is based on individually estimatedunrecoverable amounts.

(ii) Provision for Directors’ Bonus:
The Company and its domestic consolidated subsidiaries provide accrued
bonuses for directors based on the estimated amounts to be paid in respect of thisconsolidated fiscal year.
(iii) Provision for Losses from Business Restructuring:
Certain consolidated subsidiaries make provision for estimated losses on
restructuring of operations.
(iv) Provision for Sales Return:Certain consolidated subsidiaries provide for losses on returned goods after theend of this consolidated fiscal year based on historic experience.

39

(v)

Accrued Retirement and Severance Benefits:
The Company and its consolidated subsidiaries provide for retirement andseverance benefits for employees based on estimated retirement benefit
obligations and pension assets as of the end of this consolidated fiscal year.
In addition, actuarial gain/loss is amortized in amounts using the straight-line
method in each consolidated fiscal year over a fixed period (9 to 19 years) fromthe following consolidated fiscal year within the average remaining period ofservice for affected employees when incurred.
In certain domestic consolidated subsidiaries, past service obligations areamortized over a fixed period (10 to 11 years) within the average remaining
period of service for affected employees when incurred.

(vi) Accrued Directors’ and Corporate Auditors’ Retirement and Severance Benefits:
To prepare for the payment of directors’ and corporate auditors’ retirement andseverance benefits, some domestic consolidated subsidiaries record the amounts
payable at the end of fiscal year in accordance with their respective internal
rules.
(4)

Accounting Standards for Income and Expense:
Videogame Software Production Costs:
The production of videogame software involves the complex combination ofboth software and content. Consequently, it is difficult to treat these constituent
items as separate components for accounting purposes.
In addition, the Company judges the main component of videogame software is
the so-called content, which includes visual image and music data, and the gameitself.
Therefore, based on the above, videogame software production costs arerecorded as work in process effective from the point at which an internal
decision is made to commercialize a product.
Also, for software production costs recorded under assets, cost of sales isrecorded based on estimated sales volume.

(5)
(i)

Significant Accounting Policies for Hedging:
Accounting for Hedging:
The Company used deferred hedge accounting.
In addition, the allocation method was used for forward exchange contracts whenappropriate. The special method was used for interest rate swaps whenappropriate.

(ii) Hedging Instruments and Hedged Items:
Hedging instruments: Forward exchange contracts and interest rate swaps
Hedged items: Foreign-currency-denominated assets and liabilities andscheduled transactions, and interest on debt(iii) Hedging Policies:
Hedging is implemented for the purpose of reducing risks arising fromfluctuations in exchange rates and interest rates involved in operational andfinancing activities.

40

(iv) Method of Assessing the Effectiveness of Hedging:
The effectiveness of a hedging transaction is, in principle, determined bycomparing the cumulative changes in the cash flows or the market movements of
the hedged item and the cumulative changes in the cash flows or the market
movements of the hedging instrument from the start of hedging to the time ofassessing the effectiveness thereof.
However, if important conditions are common for the hedging instrument andthe hedged asset, liability, or scheduled transaction, no such determination ismade because it is apparent that 100% effectiveness in hedging was achieved.
Also, no such determination is made, either, for interest rate swaps using thespecial method.
(6)

Other Important Information Constituting the Basis of Preparation of Consolidated Financial
Statements
Accounting treatment of consumption tax:
Consumption tax is accounted for separately and is not figured into each listed
item.

5. Valuation of Assets and Liabilities of Consolidated Subsidiaries
Assets and liabilities of consolidated subsidiaries are assessed based on their fair market
value.
6. Amortization of Positive Goodwill and Negative Goodwill
Goodwill is amortized over a five-year period using the straight-line method.
7. Changes in the Important Information Constituting the Basis for Preparation of Consolidated
Financial Statements(Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for
Consolidated Financial Statements)
With the adoption of the “Practical Solution on Unification of Accounting Policies
Applied to Foreign Subsidiaries for Consolidated Financial Statements” (PITF Practical
Solution No. 18, issued on May 17, 2006), necessary adjustments to the consolidated
returns were carried out.
The impact of this change on operating income, recurring income, and net income
before income taxes and minority interests is immaterial.
(Accounting Standard for Lease Transactions)
Before the change the accounting treatment for finance lease transactions not involving
the transfer of ownership followed the method for operating lease transactions. However,the “Accounting Standard for Lease Transactions” (ASBJ Statement No. 13 [BusinessAccounting Council Committee No. 1, June 17, 1993; revised March 30, 2007]) and the“Guidance on Accounting Standard for Lease Transactions” (ASBJ Guidance No. 16 [TheJapanese Institute of Certified Public Accountants (JICPA) Accounting Standard
Committee, January 18, 1994; revised March 30, 2007]) are applied and the accounting
treatment for such transactions follows the method for ordinary purchase or sales
transactions from this consolidated fiscal year.

41

In addition, for financing lease transactions other than those in which titles to leased
property are determined to be transferred to lessees, which transactions started before thefirst year in which the new standard was adopted, the accounting treatment applicable toordinary operating lease transactions continues to apply.
This change has no impact on operating income, recurring income, and net income before
income taxes and minority interests.
8. Change in Method of Presentation(Consolidated Balance Sheet)(1) With the adoption of the “Cabinet Office Order Partially Amending Terminology, Format, andMethod of Presentation of Financial Statements” (Cabinet Office Order No. 50, August 7, 2008),
what had been stated in the previous consolidated fiscal year as “Inventories” is, from thisconsolidated fiscal year, subdivided into “Merchandise and finished goods,” “Work in process,”and “Raw materials and supplies” In addition, the values of “Merchandise and finished goods,”“Work in process,” and “Raw materials and supplies” subsumed under “Inventories” in theprevious consolidated fiscal year were 11,463 million yen, 21,481 million yen, and 3,484
million yen, respectively.
(2)

What had been stated through the previous consolidated fiscal year as “Deferred tax liabilities”(for which the balance for this consolidated fiscal year is 616 million yen) is stated within“Other long-term liabilities” under “Long-term liabilities” since it is at or below one percent of
the total of liabilities and net assets.

(Consolidated Statement of Income)(1) What had been stated through the previous consolidated fiscal year as “Gain on sales ofinvestments in affiliated companies” (for which the total for this consolidated fiscal year is 72
million yen) is stated within “Other extraordinary income” under “Extraordinary income” since
it is at or below ten percent of the total extraordinary income.

II.

(2)

What had been stated through the previous consolidated fiscal year as “Loss on businessrestructuring” (for which the total for this consolidated fiscal year is 114 million yen) and as“Provision for losses on business restructuring” (for which the total for this consolidated fiscal
year is 130 million) is stated within “Other extraordinary losses” in “Extraordinary loss” sinceeach is at or below ten percent of the total extraordinary loss.

(3)“Income taxes for the previous period,” which had been stated through the previous
consolidated fiscal year as part of “Corporate income, inhabitant and enterprise taxes,” hasincreased their importance in this consolidated fiscal year and are stated separately.
In addition, the value of “Income taxes for the previous period” subsumed under “Corporate
income, inhabitant and enterprise taxes” in the previous consolidated fiscal year was 13 million
yen.

Notes to Consolidated Balance Sheet
1. Pledged Assets:
Time deposits: ¥131 million
Pledged for bank transaction guarantees
2. Amount of Accumulated Depreciation of Property, Plant and Equipment:¥121,963 million

42

3. Land Revaluation
A revaluation of land for business-use was implemented pursuant to the “Law
Concerning Revaluation of Land” (Law No. 34, promulgated on March 31, 1998) and therevalued difference was recorded under net assets.
Revaluation Method:
The fair value of land is determined based on official notice prices that arecalculated 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 the foundation for calculating taxable value for land
value tax prescribed in “Article 16 of Land Value Tax Law (Law No. 69,
promulgated on May 2, 1991)”, as stipulated in “Article 2-4 of the Ordinance
Implementing the Law Concerning Land Revaluation (Cabinet Order No. 119,
promulgated on March 31, 1998)”. Reasonable adjustments are made to the official
notice prices.
Revaluation Date: March 31, 2002
Difference between the market price of the revalued land at the end of this consolidated
fiscal year and the revaluated book value after the revaluation: negative ¥157 million.
III. Notes to Consolidated Statement of Changes in Net Assets
1. Type and Total Number of Shares Issued
Common stock

250,000,000 shares

2. Matters Concerning Distribution of Surplus(1)

Paid Dividend Amounts, etc.

Date of Resolution

Type ofsharesTotalamount ofdividends(millions ofyen)

Dividend pershare (yen)Date ofrecordEffective
date

June 23, 2008,
Annunal General
CommonMarch 31,
June 24,
3,053
12
Meeting of
stock
2008
2008
Shareholders (Note)
November 5, 2008,
September
December 8,
CommonBoard of Directors’
2,956
12
30, 2008
2008
stock
Meeting(Note) The above is stated excluding dividends on treasury stock owned by affiliated companies.
In addition, the total amount of dividends before that exclusion was 3,056 million yen.

43

(2)

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

Date of
Scheduled
Resolution
June 22, 2009,
Annual General
Meeting of
Shareholders

Type ofsharesTotalamount ofdividends(millionsof yen)Source ofdividends

Dividend
per share(yen)

Date ofrecordEffective
date

Common
stock

2,896

Retainedearnings

12

March 31,2009

June 23,
2009

3. Number of the Company’s Stock Subject to Stock Subscription Rights
Series 3 stock subscription rights:
Common stock
1,776,000 shares
IV. Notes Concerning Per-Share Data
1. Net assets per share: ¥1,067.71
2. Net income per share for this fiscal year:¥47.95

V. Notes Concerning Significant Subsequent Events(Transactions conducted by commonly controlled entities, etc.)
The merger of subsidiaries and succession to part of the businesses of subsidiaries due to acompany split in the course of the restructuring of the Group’s businesses
On April 1, 2009, NAMCO BANDAI Games Inc. merged with and absorbed Bandai
Networks Co., Ltd. due to an absorption-type merger. Also, the Company succeeded to a part ofthe share management business that had been carried out by Bandai Networks Co., Ltd., due tothe company split (absorption-type company split) on such date.
1. Names and Business Content of Combined Companies, Legal Form of Business Combination,
and Overview of Transaction Including Transaction Objectives(1)

Names and Business Content of Combined Companies(i)

NAMCO BANDAI Games Inc.
Planning, development, and sales of home video game software and coin-operated gamemachines, etc.

(ii) Bandai Networks Co., Ltd.
Distribution of content for mobile phones, consignment of website development, mailorder sales, etc.
(iii) NAMCO BANDAI Holdings Inc. (the Company)
Planning and implementation of management strategy and business management andinstruction of the group companies.
(2)(i)

Legal Form of the Business Combination
An absorption-type merger in which Bandai Networks Co., Ltd. is the merged company;
and NAMCO BANDAI Games Inc. is the surviving company.

44

(ii) An absorption-type company split in which Bandai Networks Co., Ltd. is the split
company; and the Company is the successor company.
(3)

Overview of Transaction Including Transaction Objectives
The Group has considered what its optimal organizational structure would be to work forfurther growth in the network-related market, which includes distributing content for mobile
phones: this is a market for which technological progress and other factors have produced
drastic changes in the environment and in which competition is becoming increasingly
intense on a global scale. Thus far, NAMCO BANDAI Games Inc. has strengths inleveraging its in-house technical development capabilities and effectively utilizing content
for each platform, including home video game software, coin-operated game machines, andmobile phones. Also, Bandai Networks Co., Ltd. has strengths in the comprehensive
development of operations, such as e-commerce, centered on the distribution of mobile
phone content and the provision of technical solutions. NAMCO BANDAI Games Inc., andBandai Networks Co., Ltd., have each worked to grow their businesses by leveraging theirrespective strengths.
This time, the merger of these two companies and the establishment of a new business
unit within NAMCO BANDAI Games Inc. are designed to reinforce the total power of the
network business within the Group and to create new content and businesses through thesynergistic fusion of varied strengths.
In addition, upon this restructuring within the Group, the Company has succeeded to partof the share management business that had been carried out by Bandai Networks Co., Ltd.,due to the company split (absorption-type company split).

2. Overview of Accounting Process
The accounting process for the consolidated financial statements was conducted astransactions conducted by commonly controlled entities, handled in accordance with theprovisions of the “Accounting Standard for Business Combinations” (issued by theBusiness Accounting Council on October 31, 2003) and “Guidance on Accounting Standard
for Business Combinations and Accounting Standard for Business Divestitures” (ASBJ
Guidance No. 10, final revision issued on November 15, 2007)(Capital increase in a subsidiary)
As of April 27, 2009, the Company carried out a paid-in capital increase of 50 million euros in
BANDAI S.A., a subsidiary of the Company.
1. Reason for the capital increase
To secure the funds for the acquisition of shares in Distribution Partners S.A.S. from AtariEurope S.A.S. by NAMCO BANDAI Games Europe S.A.S., a subsidiary of BANDAI S.A.
2. Use of the Funds
The funds were used to make a capital increase in NAMCO BANDAI Games Europe
S.A.S.

45

VI. Other Notes
1. Additional Information(Legal action, etc.)
On December 4, 2006, Kevin Curran and three other persons, successors in interest to GeneralComputer Corporation in the United States, sued the Company’s group for compensation fordamages related to payment of royalty payments. An out-of-court settlement was reached in
December 2008. In addition, a loss of 1,061 million yen (9.236 million US dollars)
accompanying that settlement was stated as “Litigation settlement.”
2. Loss on Impairment of Fixed Assets
In order to identify assets for impairment, the Company and its consolidated subsidiaries
group their fixed assets according to management accounting classifications based on eachstrategic business unit, except for important idle assets, assets scheduled for disposal and leaseassets. Of these, in the amusement facility business, the smallest unit mainly used in managerial
accounting, the individual facility, is the basic unit for grouping assets.
(Changes in grouping of assets)
In the past, in the amusement facility business, asset groupings were mainly organized by acertain region; in some domestic consolidated subsidiaries, however, due to changes in theirorganization, the units used in the managerial accounting and the units in those groupings
diverge; thus, from this consolidated fiscal year, the smallest unit mainly used in managerial
accounting, the individual facility, is the basic unit for grouping assets.
Accompanying these changes, the Company stated an impairment loss of 160 million yen as
an extraordinary loss and reduced net income before income taxes and minority interests in thesame amount of the impairment loss.
In addition, the book value of the following assets, except for those assets which may bereused, was reduced to the collectible amount and the decrease in value was recorded as a loss
on impairment of fixed assets in extraordinary loss.

46

Location
Kanazawa City, Ishikawa,etc.
(Note 1)
Sendai City, Miyagi, etc.
(Note 2)
Osaka City, Osaka, etc.
(Note 3)
Sapporo City, Hokkaido,
etc. (Note 1)
Shibuya-ku, Tokyo(Note 4)

Items
Amusement facility

Classification
Amusement facilities
and machines, etc.

Amusement facility
Amusement facility
Assets for business use

Assets for business use

Seoul, KOREA(Note 1)
Minato-ku, Tokyo(Note 5)

Software for Internet
content business

Minato-ku, Tokyo (Note 5)

Assets scheduled for
disposalAssets scheduled for
disposalAmusement facilities
and machines, etc.
Amusement facilities
and machines, etc.
Buildings & structures,property, plant andequipment (others)
Buildings & structures,property, plant andequipment (others)
Other intangible fixed
assetsBuildings & structures,property, plant andequipment (others)
Buildings & structures

Impairment Loss
(Millions of yen)
208
93
474
48

38
25
22
13

Ibaraki City, Osaka, etc.
Land
Idle assets
28(Note 6)
Total
953
(Notes) 1. An impairment loss was recorded because it was predicted that the book value of this
fixed asset could not be collected due to the decrease in business profitability. In addition,
the asset was determined to have no value.
2. An impairment loss was recorded because it was judged that the value that could becollected on this fixed asset had fallen substantially, due to the decision to close thefacility. In addition, the asset was determined to have no value.
3. This asset was separated from its existing grouping and an impairment loss wasrecorded for the asset because, while it had previously been operated to generate income,a rethinking of the main objective of the operation led to a decision to operate the asset
as a research facility for new product development and development of new types offacilities; upon that decision, the asset was recognized that the value that could becollected on this fixed asset had fallen substantially. In addition, the asset wasdetermined to have no value.
4. This asset was separated from its current grouping and recorded as an impairment loss
because the collectible amount of this fixed asset largely decreased due to the decision
to close the facility. The asset was determined to have no value.
5. An impairment loss was recorded on this asset, for which no future use is anticipated,accompanying the relocation of the Company and its subsidiaries’ head office functions.
In addition, the asset was determined to have no value.
6. Assets that had no foreseeable use in the future were written down and impairment loss
was recorded. The recoverable amount of real estate assets was measured to be the net
selling price, which was assessed based on real assets appraisals.

47

3. Notes Concerning Transactions with Related Parties(Additional information)
From this consolidated fiscal year, the “Accounting Standard for Related Party Disclosures”(ASBJ Statement No. 11, issued October 17, 2006) and “Guidance on Accounting Standard for
Related Party Disclosures” (ASBJ Guidance No. 13, issued on October 17, 2006) have been
adopted.
As a result, transactions with Happinet Corporation have been added to the scope of
disclosure of transactions with related parties.
Transactions with Related Parties
Transactions with related parties by consolidated subsidiaries of the Company
Non-consolidated subsidiaries and affiliated companies, etc., of the Company(Millions of yen)Type

Company

Ratio ofvoting rights
ownership

Relationshipwith relatedpartiesContent

AmountSales agency

Sales of products,
etc. (Note 2)

38,643

Account
items

Balance atthe end of
this term

Holding
AffiliatedHappinetdirectly 26.0%

companies

Corporation

indirectly

Accounts

7,444

receivable -trade

0.3%(Notes) 1. The above transaction amount does not include consumption tax; the balance at the end of
this term does include consumption tax.
2. Transaction terms and policy for determining transaction terms:
For the transaction stated above, the products were sold on the same terms as in generaltransactions.
4. Notes Concerning Business Combinations, etc.
(Transactions, etc. conducted by commonly controlled entities)
Organizational Restructuring of the Domestic Group(1) Names and Business Content of Restructured Companies, Legal Form of Business
Combinations, and Overview of the Transaction Including Transaction Objectives(i)Names and Business Content of Restructured Companies
A. NAMCO BANDAI Games Inc.
Planning, development, and sales of home video game software and coin-operated
game machines, etc.
B. NAMCO LIMITEDManagement of amusement facilities, etc.
C. Banpresto Co., Ltd. (a newly-incorporated company in an incorporation-typecompany split)
Planning, development, and sales of prizes, etc., for coin-operated game machines.
D. Bandai Co., Ltd.
Manufacturing and sales of toys, apparel, and related products.
E. NAMCO BANDAI Holdings Inc. (the Company)
Planning and implementation of management strategy and business management
and instruction of the group companies.

48

(ii) Legal Form of Business Combinations
A. An incorporation-type company split of Banpresto Co., Ltd., with the establishmentof a subsidiary (the new Banpresto Co., Ltd).
B. An absorption-type company split in which Banpresto Co., Ltd. is the split company
and NAMCO LIMITED is the successor company.
C. An absorption-type company split in which Banpresto Co., Ltd. is the split company
and the Company is the successor company.
D. An absorption-type merger in which Banpresto Co., Ltd. is the merged company
and NAMCO BANDAI Games Inc. is the surviving company.
E. An absorption-type company split in which Bandai Co., Ltd. is the split company
and the Company is the successor company.
(iii) Overview of Transaction Including Transaction Objectives
An organizational restructuring of the group companies in Japan was carried out as ofApril 1, 2008, to maximize the value of the group companies.
A. Transfer and Integration of Game Operations of Banpresto Co., Ltd.
The game operations of Banpresto Co., Ltd., which planned and developed home
video game software and coin-operated game machines, was transferred to
NAMCO BANDAI Games Inc., which integrates the Group game operations;
Pleasure Cast Co., Ltd., and Hanayashiki Co., Ltd., engaged in operating
amusement facilities, as subsidiaries of Banpresto, were made subsidiaries of
NAMCO LIMITED, which integrates the amusement facilities operation businessof the Group. Banpresto Co., Ltd. was redefined as focusing on the prize business,with an emphasis on prizes for coin-operated game machines.
B. Consolidation of Subsidiaries with Group Support Functions
As of April 1, 2008, a Shared Services Division was established within the
Company and the share management operations for NAMCO BANDAI Business
Services Inc., and Artpresto Co., Ltd., which had been carried out by Bandai Co.,
Ltd., and Banpresto Co., Ltd., were transferred to the Company.
(2)

Overview of Accounting Process
The accounting process for the consolidated financial statements was conducted astransactions conducted by commonly controlled entities, handled in accordance with theprovisions of the “Accounting Standard for Business Combinations” (issued by theBusiness Accounting Council on October 31, 2003) and “Guidance on Accounting Standard
for Business Combinations and Accounting Standard for Business Divestitures” (ASBJ
Guidance No. 10, final revision issued on November 15, 2007).

49

Non-Consolidated Balance Sheet(As of March 31, 2009)(Millions of yen)AmountASSETS
Current assets
Cash and time deposits
Trade receivables
Prepaid expenses
Short-term loans receivables from affiliatedcompanies
Uncollected refunds of income taxes
Other current assets
Total current assets

12,424
207
212
600
3,477
444
17,367

Fixed assets
Property, plant and equipment
Buildings
Tools, furniture and fixtures
Construction in progress
Total property, plant and equipment
Intangible assets
Goodwill
SoftwareTotal intangible assets
Investments and other assets
Investment securities
Investments in affiliated companies
Long term prepaid expenses
Other investments and assets
Total investments and other assets
Total fixed assets
TOTAL ASSETS

16
24
138
179
622
7
630
9,299
277,08575
1,942
288,402289,211306,57950

(Millions of yen)AmountLIABILITIESCurrent liabilities
Short-term borrowings from affiliated companies
Short-term borrowings
Accounts payable-otherAccrued expenses
Accrued income taxes
Deposits receivables
Provision for directors’ bonus
Other current liabilities
Total current liabilities

31,700
8,671
598
190
388
12
23
102
41,687Long-term liabilities
Long-term debt
Accrued retirement and severance benefits
Total long-term liabilities
TOTAL LIABILITIES

11,990
7
11,99853,686NET ASSETSStockholders’ equity
Common stock
Additional paid-in capital
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 translation adjustments
Other securities valuation difference
Total valuation difference and translation adjustments
Stock subscription rights
TOTAL NET ASSETSTOTAL LIABILITIES AND NET ASSETS

51

10,000201,967
2,500
199,467
51,331
1,645
49,686
26,104
23,581(9,588)
253,709(2,284)(2,284)
1,468
252,893
306,579

Non-Consolidated Statement of Income(April 1, 2008 through March 31, 2009)(Millions of yen)Amount23,754

Operating revenue
Dividend
incomefrom
affiliatedcompanies
Business management income fromaffiliated companies
Operating expenses
General and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Rental income
Other non-operating income
Non-operating expenses
Interest expense
Expenses related to rental assets
Other non-operating expenses
Recurring income
Extraordinary income
Gain on extinguishment of tie-in shares
Gain on reversal of stock subscritpion rights
Other extraordinary income
Extraordinary loss
Loss on impairment of fixed assets
Loss on valuation of investment securities
Other extraordinary losses
Income before income taxes
Corporate income, inhabitant and enterprise
taxes
Deferred income taxes
Net income

21,421
2,332
2,885
2,885
20,869
1,952
23
137
1,737
52
2,048
302
1,722
23
20,773
768
579
188
1
981
22
860
97
20,560
541
82

52

623
19,936

Non-Consolidated Statement of Changes in Net Assets(From April 1, 2008 to March 31, 2009)(Millions of yen)
Stockholders’ equity
Common stock
Balance as of March 31, 2008
Changes during the period
Total changes during the period
Balance as of March 31, 2009
Additional paid-in capital
Capital reserve
Balance as of March 31, 2008
Changes during the period
Total changes during the period
Balance as of March 31, 2009
Other capital surplus
Balance as of March 31, 2008
Changes during the period
Retirement of treasury stock
Total changes during the period
Balance as of March 31, 2009
Total additional paid-in capital
Balance as of March 31, 2008
Changes during the period
Retirement of treasury stock
Total changes during the period
Balance as of March 31, 2009
Retained earnings
Legal reserve
Balance as of March 31, 2008
Changes during the period
Total changes during the period
Balance as of March 31, 2009
Other retained earnings
General reserve
Balance as of March 31, 2008
Changes during the period
Total changes during the period
Balance as of March 31, 2009
Retained earnings carried forward
Balance as of March 31, 2008
Changes during the period
Cash dividends
Net income
Total changes during the period
Balance as of March 31, 2009
Total retained earnings
Balance as of March 31, 2008
Changes during the period
Cash dividends
Net income
Total changes during the period
Balance as of March 31, 2009

10,000−10,000

2,500
−
2,500
207,875(8,408)(8,408)
199,467
210,375(8,408)(8,408)201,967

1,645
−
1,645

26,104−
26,104
9,658(6,013)
19,936
13,923
23,58137,408(6,013)
19,936
13,923
51,33153

Non-Consolidated Statement of Changes in Net Assets(From April 1, 2008 to March 31, 2009)(Millions of yen)
Treasury stock
Balance as of March 31, 2008
Changes during the period
Purchase of treasury stock
Disposal of treasury stock
Retirement of treasury stock
Total changes during the period
Balance as of March 31, 2009
Total stockholders’ equity
Balance as of March 31, 2008
Changes during the period
Cash dividends
Net income
Purchase of treasury stock
Disposal of treasury stock
Retirement of treasury stock
Total changes during the period
Balance as of March 31, 2009
Valuation difference and translation adjustments
Other securities valuation difference
Balance as of March 31, 2008
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2009
Total valuation difference and translation adjustments
Balance as of March 31, 2008
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2009
Stock subscription rights
Balance as of March 31, 2008
Changes during the period
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 2009
Total net assets
Balance as of March 31, 2008
Changes during the period
Cash dividends
Net income
Purchase of treasury stock
Disposal of treasury stock
Retirement of treasury stock
Net changes in the period other than changes instockholders’ equity
Total changes during the period
Balance as of March 31, 200954

(2,521)(15,477)
1
8,408(7,067)(9,588)255,262(6,013)
19,936(15,477)
1−(1,552)
253,709(1,029)(1,254)(1,254)(2,284)(1,029)(1,254)(1,254)(2,284)
1,531

(63)
(63)
1,468
255,764(6,013)
19,936(15,477)1−(1,317)(2,870)252,893

Notes to Non-Consolidated Financial Statements
All sums are shown in millions of yen and have been rounded down.
1. Notes Concerning Significant Accounting Policies(1)

Valuation Basis and Methods for Assets:
Valuation basis and methods for securities:(i) Shares of Subsidiaries and Affiliated Companies:
Stated using cost method based on the moving average method.
(ii) Other Securities:
Securities with market values:
Stated using the market price method based on amounts estimated using market prices,
etc. on the closing date. (Valuation differences are reflected directly in net assets and costof sales is calculated using the moving average method.)
Securities without market values:
Stated using cost method based on the moving average method.

(2)

Depreciation Methods for Fixed Assets:(i)

Property, Plant and Equipment:
The declining-balance method was used.
The general useful life of property, plant and equipment is as follows:
Buildings
8 to 18 years
Tools, furniture and fixtures
5 to 15 years(ii) Intangible Assets:
The straight-line method was used.
The general years of depreciation of intangible assets is as follows:
Goodwill
5 years
Software (used internally)
5 years(3)

Basis of Recognition for Provision:(i)

Provision for Directors’ Bonus:
The Company provides accrued bonuses for directors based on the estimated amounts to be
paid in respect of this fiscal year.

(ii) Accrued Retirement and Severance Benefits:
The Company provides for retirement and severance benefits for employees based on
estimated retirement benefit obligations as of end of this fiscal year.
(4)

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

(5)

Change in Method of Presentation(Statement of income)(i) What had been stated through the previous fiscal year as “Foreign exchange gain” (for which
the total for this fiscal year is 44 million yen) is stated within “Other non-operating income”
under “Non-operating income” since it is at or below ten percent of total Non-operating
income.
(ii) What had been stated through the previous fiscal year as “Loss on valuation of investments inaffiliated companies” (for which the total for this fiscal year is 17 million yen) is stated within“Other extraordinary losses” under “Extraordinary loss” since it is at or below ten percent of
total Extraordinary loss.

55

2. Notes to Non-Consolidated Balance Sheet(1)

Amount of accumulated depreciation of property, plant and equipment: ¥54 million(2)

Monetary claims and obligations with respect to affiliated companies (excluding amounts given in
specific categories)
Short-term monetary claims on affiliated companies:¥633 million
Short-term monetary obligations to affiliated companies: ¥387 million

3. Notes to Non-Consolidated Statement of Income
Transactions with affiliated companies (excluding amounts given in specific categories)
Non-operating Transactions:Non-operating income¥1,750 million
Non-operating expenses¥206 million
4. Notes to Non-Consolidated Statement of Changes in Net Assets
The total number and category of treasury stock as of the end of this fiscal year
Common stock
8,588,333 shares
5. Notes Concerning Tax Effect Accounting
Breakdown of Main Reasons for Deferred Tax Assets
Deferred tax assets
Loss on valuation of investments in affiliated companies
Other securities valuation difference
Loss on valuation of investment securities
Stock remuneration expenses
Accrued enterprise tax
Office relocation expenses
Accrued bonuses
OthersSubtotal deferred tax assets
Valuation allowance
Total deferred tax assets

56¥1,079 million¥927 million¥418 million¥373 million¥98 million¥32 million¥26 million¥29 million¥2,986 million(¥2,986 million)¥− million

6. Notes Concerning Transactions with Related Parties
Subsidiaries and affiliated companies, etc.
Type

Company

Subsidiary

Subsidiary

Bandai Co.,
Ltd.

NAMCO
BANDAI
Games Inc.

Ratio ofvoting rights
ownership
Holding
directly

Relationshipwith relatedpartiesInterlocking
directorate

100.0%

Holding
directly
100.0%

Content

AmountAccount
Items

Receipt of dividends(Note 1)
Borrowings(Note 2)

11,776−

4,982(Note 3)

Short-termborrowings fromaffiliated companies

Payment of interest
Receipt of dividends(Note 1)
Rental building
Interlocking
directorate

Borrowings(Note 2)
Payment of interest

Subsidiary

Subsidiary

Bandai
Networks
Co., Ltd.
Bandai
Visual Co.,Ltd.

Holding
directly
100.0%
Holding
directly

Interlocking

Borrowings(Note 2)

directorate

Payment of interest

Interlocking

Borrowings(Note 2)100.0%

directorate

Holding
Subsidiary

Sunrise Inc.

directly 91.7%
indirectly
7.6%−

Payment of interest
Borrowings(Note 2)
Payment of interest(Millions of yen)
Balance atthe end of
this term

−
8,000

41

−

−

5,450

−

−

1,685

−

−

4,477
(Note 3)−−−
Short-termborrowings fromaffiliated companies

−

35
3,275
(Note 3)23
3,361
(Note 3)23

8,572
(Note 3)61−
Short-termborrowings fromaffiliated companies−

Short-termborrowings fromaffiliated companies
Accrued expenses

4,000
−
4,000
−
9,700
4

Conditions of transactions and policies for determining the conditions of transactions(Notes) 1. The receipt of dividends is based on the Group Company’s regulations.
2. The borrowings from subsidiaries are determined based on the Group Company’s regulations
with consideration for the market interest rate.
3. The amount of borrowings is the average balance for the period of the borrowings.
7. Notes Concerning Per-Share Data

Net assets per share:
Net income per share:¥1,041.48¥80.72

8. Notes Concerning Significant Subsequent Events(Transactions, etc. conducted by commonly controlled entities)
In connection with an organizational restructuring of the Group, merger of a subsidiary and succession
to part of its business through a company split.
These notes are omitted here because they are stated above in the Notes to Consolidated Financial
Statements, under “V. Notes Concerning Significant Subsequent Events.”(Capital increase in a subsidiary)
Capital increase in BANDAI S.A.
These notes are omitted here because they are stated above in the Notes to Consolidated Financial
Statements, under “V. Notes Concerning Significant Subsequent Events.”57

9. Other Notes
Matters Concerning Business Combinations, etc.
(Transactions, etc. conducted by commonly controlled entities)
Organizational Restructuring of the Domestic Group
These notes are omitted here because they are stated above in the Notes to Consolidated Financial
Statements, under “VI. Other Notes, 4. Notes Concerning Business Combinations, Etc.”

58

Accounting Auditor’s Report Concerning the Consolidated Financial Statements
Independent Auditor’s Report
May 15, 2009

The Board of Directors
NAMCO BANDAI Holdings Inc.
KPMG AZSA & Co.
Hiroshi Shiina (Seal)
Designated and Engagement Partner
Certified Public Accountant
Seiichi Sasa (Seal)
Designated and Engagement Partner
Certified Public Accountant
Yoshichika Kaneko (Seal)
Designated and Engagement Partner
Certified Public Accountant

We have audited the consolidated financial statements, that is, the consolidated balance sheets, theconsolidated statements of income, consolidated statements of changes in net assets and notes to consolidated
financial statements of NAMCO BANDAI Holdings Inc. for this consolidated fiscal year from April 1, 2008 to
March 31, 2009 in accordance with Article 444, Paragraph 4 of the Companies Act. The preparation of theconsolidated financial statements is the responsibility of the Company’s management. Our responsibility is toexpress an opinion on the consolidated financial statements based on our audit as an independent auditor.
We conducted our audit in accordance with auditing standards generally accepted in Japan. Those auditing
standards require us to obtain reasonable assurance about whether the consolidated financial statements arefree of material false statement. An audit is performed on a test basis, and includes assessing the principles
used, the method of their application and estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis forour opinion.
We find that the aforementioned consolidated financial statements are compliant with corporate auditing
standards generally accepted in Japan and that all of the important matters concerning property, losses, andprofits for this consolidated fiscal year of these statements for NAMCO BANDAI Holdings Inc. and the Groupconsisting of consolidated subsidiaries are correctly listed.
Our firm and engagement partners have no interest with the Company which should be disclosed pursuant to
the provisions of the Certified Public Accountants Law of Japan.
END

59

Accounting Auditor’s Report Concerning the Non-Consolidated Financial Statements
Independent Auditor’s Report
May 15, 2009

The Board of Directors
NAMCO BANDAI Holdings Inc.
KPMG AZSA & Co.
Hiroshi Shiina (Seal)
Designated and Engagement Partner
Certified Public Accountant
Seiichi Sasa (Seal)
Designated and Engagement Partner
Certified Public Accountant
Yoshichika Kaneko (Seal)
Designated and Engagement Partner
Certified Public Accountant

We have audited the non-consolidated financial statements, that is, the non-consolidated balance sheets, thenon-consolidated statements of income, non-consolidated statements of changes in net assets and notes tofinancial statements of NAMCO BANDAI Holdings Inc. and their supplementary statements for the 4th fiscal
year from April 1, 2008 to March 31, 2009 in accordance with Article 436, Paragraph 2, Item 1 of theCompanies Act. The preparation of the non-consolidated financial statements and their supplementarystatements is the responsibility of the Company’s management. Our responsibility is to express an opinion on
the non-consolidated financial statements and their supplementary statements based on our audit as
independent auditors.
We conducted our audit in accordance with auditing standards generally accepted in Japan. Those auditing
standards require us to obtain reasonable assurance about whether the non-consolidated financial statements
and their supplementary statements are free of material false statement. An audit is performed on a test basis,
and includes assessing the accounting principles used, the method of their application and estimates made bymanagement, as well as evaluating the overall presentation of the non-consolidated financial statements andtheir supplementary statements. We believe that our audit provides a reasonable basis for our opinion.
We find that the aforementioned non-consolidated financial statements and their supplementary statements arecompliant with corporate auditing standards generally accepted in Japan and that all of the important mattersconcerning property, profits and losses for the non-consolidated financial statements and their supplementarystatements are correctly listed.
Our firm and engagement partners have no interest with the Company which should be disclosed pursuant to
the provisions of the Certified Public Accountants Law of Japan.
END

60

Board of Corporate Auditors’ Report
Audit Report
We, the Board of Corporate Auditors, prepared this audit report, as a unanimous opinion of all
members of the Board of Corporate Auditors, on the execution of duties by Directors during the 4th
fiscal year from April 1, 2008 to March 31, 2009, based on audit reports prepared by each Corporate
Auditor.
1. Method and Content of Audits by Corporate Auditors and the Board of Corporate Auditors
We devised the 4th auditing plan (auditing policies, duties assigned to each Corporate Auditor andauditing methods), received reports on the progress on, and results of, audits from each Corporate
Auditor, as well as reports on the execution of their duties from Directors, etc. and the Accounting
Auditor, and requested explanations as necessary.
Each Corporate Auditor communicated with the Directors, the internal auditing division, and other
employees, etc., in accordance with the internal regulations established by the Board of Corporate
Auditors, such as Board of Corporate Auditors regulations, Corporate Auditors regulations, auditing
standards for internal control system, and the above-mentioned auditing plan, to collect informationand improve the auditing environment. We attended the meetings of the Board of Directors and othersignificant meetings, received reports on the execution of duties from Directors and employees, etc.,
obtained explanations thereof as necessary, viewed documents concerning important decisions, andinvestigated the conditions of operations and assets of the Company. We also monitored and verified
the internal administrative system that was organized based on decisions by the Board of Directors in
relation to the development of a system to ensure that the execution of duties by Directors and otheroperations of the Company were in conformity with applicable laws and regulations and theCompany’s Articles of Incorporation, and a system stipulated in Article 100, Paragraphs 1 and 3 of the
Enforcement Ordinance of the Companies Act. In addition, we received reports on evaluations andaudit status of internal controls on financial reporting from Directors, etc. and from KPMG AZSA &Co., the Accounting Auditor of the Company, concerning internal controls on financial reporting, andrequested explanations thereof as necessary. 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 based on themeetings of the Board of Directors and other discussions. Regarding the Company’s subsidiaries, wecommunicated and shared information with the Directors and the Corporate Auditors, etc of thesubsidiaries, and received reports as necessary from them. Using the aforementioned method, we
examined the business reports and supplementary statements for this fiscal year under review.
Furthermore, we monitored and verified that the Accounting Auditor remained independent andperformed audits appropriately, and we were also notified that a “system for ensuring the proper
execution of duties” (as per Article 131 of the Corporate Accounting Rules) was organized inaccordance with “Quality Control Standards for Auditing” (October 28, 2005, Business Accounting
Council), and requested explanations as necessary. Using the aforementioned method, we examined
non-consolidated financial statements (non-consolidated balance sheet, non-consolidated statement ofincome, non-consolidated statement of changes in net assets, and notes thereto), their supplementarystatements and consolidated financial statements (consolidated balance sheet, consolidated statement ofincome, consolidated statement of changes in net assets, and notes thereto) for this fiscal year underreview.

61

2. Results of the Audit(1) Audit Results of business report, etc.
(i) We confirm that the business report and its supplementary statements fairly represent thecondition of the Company and are in conformity with the applicable laws and regulations andthe 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 ofIncorporation.
(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
execution of duties by Directors for those internal control systems. In addition, as of thedate hereof, we have received reports from the Directors, etc. and from KPMG AZSA & Co.
as to the effectiveness of the internal controls on financial reporting.
(iv) We confirm that there is nothing to be cited in respect of the basic policy described in thebusiness report concerning how controlling policy decisions regarding the financial andbusiness activities of the Company should be made.
We confirm that actions (Article 118, Item 3-(b) of the Enforcement Ordinance of theCompanies Act) described in the business report are in accordance with this basic policy andthat these actions do not damage our Group’s value and shareholders’ interest, nor serve tomaintain 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 & Co., 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 & Co., the
Accounting Auditor of the Company, are appropriate.
May 15, 2009
Board of Corporate Auditors
NAMCO BANDAI Holdings Inc.
Standing Corporate Auditor
Standing Corporate Auditor
Outside Corporate Auditor
Outside Corporate Auditor

Koichiro Homma
Katsutoshi Hirasawa
Osamu Sudo
Kouji Yanase(Seal)(Seal)(Seal)(Seal)END

62

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1 Appropriation of Surplus
Appropriation of surplus is as follows:
Fiscal Year-end Dividends
The Company places the return of profits to shareholders as one of its highest
management priorities. The Company assumes its basic policy is to further strengthen theGroup’s competitiveness and, while maintaining a sound financial status, to achieve regular
distributions of dividends and improvement in the Company’s corporate value. In concreteterms, the Company’s basic policy is to provide a return to shareholders that targets at apayout ratio of 30% in accordance with consolidated operational results and based on stableannual dividend payments of ¥24 per share.
In regard to dividends for the 4th fiscal year, in consideration of the business results for
the Company’s fiscal year, we would like to make the year-end dividend of ¥12 per share.
Since we paid an interim dividend of ¥12 per share on December 8, 2008, the total
annual dividend for the fiscal year will be ¥24 per share.
(i) Type of dividend assets:Cash(ii) Allocation of dividend assets to be paid to shareholders and total amount of dividend:¥12 per share of common stock of the Company
Total amount of dividends would be ¥2,896,940,004(iii) Date on which the appropriation of surplus goes into effect:
June 23, 200963

Proposal No. 2 Partial Amendment to the Articles of Incorporation
The Company would like to amend its Articles of Incorporation in accordance with theproposed amendments mentioned below.
1. Reasons for Amendments(1) In conjunction with the transfer of the head office to strengthen ties within the Group
companies and enhance further operational efficiency, we will revise Article 3 (Locationof Head Office) of the existing Articles of Incorporation to change the location of thehead office provided therein from Minato-ku, Tokyo, to Shinagawa-ku, Tokyo.
(2) The following changes in the existing Articles of Incorporation are necessitated by the
Act for Partial Revision of the Act on Book-Entry Transfer of Company Bonds, etc. for
Streamlining Settlement Concerning Share Trading, etc.(Act No. 88 of 2004, hereinafterreferred to as the “Act for Streamlining Settlement of Share Trading, etc.”), which cameinto effect on January 5, 2009:(i) Pursuant to Article 6, Paragraph 1 of the Supplementary Provisions of the Act for
Streamlining Settlement of Share Trading, etc., as of January 5, 2009, the date of
implementation of stock dematerialization , the Company is deemed to have passed a
resolution abolishing the provision in the Articles of Incorporation which stipulates
that the Company issues its share certificates. Therefore, we will delete Article 8(Issuance of Share Certificates) of the existing Articles of Incorporation, and delete
and revise other portions of text concerning share certificates. In addition, theadministrator of the register of shareholders, in principle, no longer directly handles
affairs concerning shares, and thus we will delete Article 11, Paragraph 3 and Article
13 of the existing Articles of Incorporation;(ii) In conjunction with the abolishment of the Law Concerning Custody and Transfers of
Share Certificates, Etc., we will delete the terms “beneficial shareholders” and“register of beneficial shareholders” in Article 9 and Article 10 of the existing Articles
of Incorporation ;(iii) The Company is required to prepare and maintain a register of lost share certificatesby the day when one year has passed from the day following the enactment date of the
Act for Streamlining Settlement of Share Trading, etc. came into effect; therefore, wewill add, as supplementary provisions, articles providing for that register, with theprovisions stated in Article 10 and Article 11, Paragraph 3, of the existing Articles ofIncorporation, and providing for those articles to be deleted on January 6, 2010; and(iv) In addition, we will make necessary changes, including other revisions to provisions
and wordings as needed and moving up the numbering of the articles.
2. Details of Amendments
The details of the proposed amendments in content are as follows.
(Amendments shown by underlines.)
Existing Articles
Proposed Amendments
Article 1 - Article 2(Omitted)
Article 1 - Article 2(Unchanged)
Article 3 (Location of Head Office)
Article 3 (Location of Head Office)The head office of the Company shall be The head office of the Company shall belocated in Minato-ku, Tokyo.
located in Shinagawa-ku, Tokyo.
Article 4 - Article 7(Omitted)

Article 4 - Article 7

64(Unchanged)

Existing Articles
Article 8 (Issuance of Share Certificates)
1. The Company shall issue share certificates
for its shares.
2. Notwithstanding the immediately
preceding paragraph, the Company shall notissue share certificates for Shares Less Than
One Unit.

Proposed Amendments(Deleted)

Article 9 (Request by Holders of Shares Article 8 (Request by Holders of Shares Less
Less Than One Unit to Purchase Shares)Than One Unit to Purchase Shares)
A holder of Shares Less Than One Unit of
A holder of Shares Less Than One Unit of
the Company may request that the
the Company (including the beneficial
Company sell to such holder such number
shareholder thereof hereinafter) may requestof additional shares that would, together
that the Company sell to such holder suchwith the Shares Less Than One Unit held bynumber of additional shares that would,
such holder, constitute one unit (Tangen) of
together with the Shares Less Than One
shares (hereinafter referred to as ‘Additional
Unit held by such holder, constitute one unit
Share Purchase’) pursuant to the provisions(Tangen) of shares (hereinafter referred toof the Share Handling Regulations.
as ‘Additional Share Purchase’) pursuant to
the provisions of the Share Handling
Regulations.
Article 10 (Share Handling Regulations)
Article 9 (Share Handling Regulations)
In addition to the matters provided for by
In addition to the matters provided for bylaws and regulations or in these Articles oflaws and regulations or in these Articles ofIncorporation, classes of share certificates
Incorporation, listing or recording in theissued by the Company, listing or recording
register of shareholders and the register ofstock subscription rights, purchase ofin the register of shareholders (including theregisterofbeneficial
shareholders
Shares Less Than One Unit by thehereinafter), the register of lost share
Company and Additional Share Purchases
certificates and the register of stockby holders of Shares Less Than One Unit,
subscription rights, purchase of Shares Lessother matters relating to handling of sharesThan One Unit by the Company andor stock subscription rights, and procedures,
Additional Share Purchases by holders of
etc. and handling fees upon exercising theShares Less Than One Unit, other mattersshareholders’ right shall be governed by the
relating to handling of shares or stock
Share Handling Regulations established bysubscription rights, and procedures, etc. andthe Board of Directors.
handling fees upon exercising theshareholders’ right shall be governed by the
Share Handling Regulations established by
the Board of Directors.

65

Existing Articles
Proposed Amendments
Article 11 (Administrator of the Register of Article 10 (Administrator of the Register of
Shareholders)Shareholders)1.
(Omitted)
1.
(Unchanged)
2.
(Omitted)
2.
(Unchanged)(Deleted)
3. The register of shareholders, the register oflost share certificates and the register ofstock subscription rights of the Company,
shall be kept at the handling office of theadministrator of the register of shareholders.
Listing or recording in the register ofshareholders, the register of lost sharecertificates and the register of stock
subscription rights, purchase of Shares Less
Than One Units by the Company and
Additional Share Purchases by holders of
Shares Less Than One Unit, and otheraffairs regarding shares and stock
subscription rights shall be handled by theadministrator of the register of shareholders
and not by the Company.
Article 12(Omitted)

Article 11

Article 13 (Notification from Shareholders,
Etc.)
1. Shareholders, registered pledgees ofshares, or their legal representatives, shallnotify the administrator of the register ofshareholders of their names, addresses andseal impressions in accordance with theform prescribed by the Company, provided,
however, that foreign nationals who areaccustomed to signing may use their
specimen signatures instead of seal
impressions.
2. A person or entity mentioned in theimmediately preceding paragraph who
resides overseas shall designate an address
in Japan at which it receives notification oran agent in Japan and shall notify theadministrator of the register of shareholdersof such matters.
3. If any changes in the matters provided forin preceding 2 paragraphs occurs,
notification shall also be made.

66(Unchanged)(Deleted)Existing Articles
Article 14 - Article 55 (Omitted)

Proposed Amendments
Article 12 - Article 53 (Unchanged)(New)

Supplementary Provisions(New)

Article 1
The register of lost share certificates shallbe kept at the handling office of theadministrator of the register of shareholders.
Any affair with respect to listing or
recording in the register of lost sharecertificates shall be handled by theadministrator of the register of shareholders
and not by the Company.

(New)

Article 2
In addition to the matters provided for bylaws and regulations or in these Articles ofIncorporation, listing or recording in theregister of lost share certificates shall begoverned by the Share Handling
Regulations established by the Board of
Directors.

(New)

Article 3
Articles 1 through this Article 3 of the
Supplementary Provisions shall be deleted
as of January 6, 2010.

67

Proposal No. 3 Election of Nine (9) Directors
Since the terms of office of the eleven (11) Directors of the Company will expire as of theconclusion of this General Meeting of Shareholders, the Company requests the election of nine(9) Directors.
The candidates for the Directors are as follows:

Candidate
No.

Name(Date of Birth)

Brief Personal History(Positions, Duties andRepresentation of Other Companies)
Apr. 1968:

1

Takeo Takasu(June 24, 1945)

Joined the Sanwa Bank Ltd. (currently the
Bank of Tokyo Mitsubishi UFJ, Ltd.)
Oct. 1993:
General Manager, Los Angeles Branch, theSanwa Bank Ltd.
Apr. 1996:
Joined Bandai Co., Ltd. as General
Manager, Planning OfficeJun. 1996:
President and Representative Director,
Bandai Holding Corp.
Jun. 1997:
Managing Director, Bandai Co., Ltd.
Mar. 1999:
President and Representative Director,
Bandai Co., Ltd.
Jun. 2005:
Chairman and Representative Director,
Bandai Co., Ltd.
Sep. 2005:
President and Representative Director of
the Company
May 2007:
Chairman of The Japan Toy Association(current position)
Apr. 2009:
Chairman and Representative Director of
the Company (current position)(Representation of other companies)
Chairman of The Japan Toy Association

Number of
Shares of theCompany
Owned

68

75,950 Shares

Candidate
No.

Name
(Date of Birth)

Brief Personal History(Positions, Duties andRepresentation of Other Companies)
Apr. 1978:
Aug. 1991:
Jun. 1995:

Jun. 1999:
2

Shukuo Ishikawa(April 15, 1955)
Apr. 2005:

Apr. 2006:
Jun. 2006:
Apr. 2009:

Joined NAMCO LIMITED (currently
NAMCO BANDAI Games Inc.)
General Manager, EM Development
Department of NAMCO LIMITED
Director in charge of Development
Division II, General Manager, EM
Development Department and VS
Development Department of NAMCO
LIMITEDManaging Director in charge of Research,
Development and Production, andDevelopment Division II of NAMCO
LIMITED
Executive Vice President andRepresentative Director in charge ofcontents business of NAMCO LIMITED
President and Representative Director of
NAMCO BANDAI Games Inc.
Director of the Company
President and Representative Director of
the Company (current position)

69

Number of
Shares of theCompany
Owned

3,300 Shares

Candidate
No.

Name
(Date of Birth)

Brief Personal History(Positions, Duties andRepresentation of Other Companies)
Apr. 1976:

3

Jun Higashi(April 18, 1953)

Joined NAMCO LIMITED (currently
NAMCO BANDAI Games Inc.)
Apr. 1990:
General Manager, Sales Planning
Department of NAMCO LIMITED
Jun. 1991:
Director and General Manager, Sales
Planning Department of NAMCO
LIMITED
Jun. 1999:
Executive Officer and General Manager,
Sales Planning Headquarters of NAMCO
LIMITEDMay 2002:
Managing Executive Officer and President,
ET Company of NAMCO LIMITED
Apr. 2004:
Senior Managing Executive Officer andPresident, ET Company of NAMCO
LIMITED
Jun. 2004:
Director and President, ET Company of
NAMCO LIMITED
Apr. 2005:
Executive Vice President andRepresentative Director in charge oflocation business and President, ET
Company of NAMCO LIMITEDMar. 2006:
President and Representative Director of
NAMCO LIMITED*
Jun. 2006:
Director of the Company
Jun. 2008:
Director in charge of the Strategic Business
Units Overall and Affiliated BusinessCompanies (current position)* Newly established company through the split of
NAMCO LIMITED (currently NAMCO BANDAI
Games Inc.)

Number of
Shares of theCompany
Owned70

4,300 Shares

Candidate
No.

Name
(Date of Birth)

Brief Personal History(Positions, Duties andRepresentation of Other Companies)
Mar. 1986:
Dec. 1996:
Jan. 2000:

4

Shuji Ohtsu(August 6, 1959)

Sep. 2003:
May 2004:
Oct. 2007:
Jun. 2008:

Apr. 2009:

Apr. 1985:
Apr. 2001:
Apr. 2006:

5

Yusuke Fukuda(February 9,
1961)

Apr. 2008:

Jun. 2008:

Admitted to the CPA in Japan
Partner of Century Audit Corporation
Partner of Century Ota Showa & Co.
(currently Ernst & Young ShinNihon)
Partner of KPMG AZSA & Co.
Board Member of KPMG AZSA & Co.
Joined the Company as Adviser
Director of the Company in charge ofOverseas Operations, Group
Administrative Headquarters, Corporate
Legal Affairs Office and Internal Auditing
Division
Director of the Company in charge ofOverseas Operations, Administrative
Headquarter and Internal Auditing Division(current position)
Joined Bandai Co., Ltd.
Executive Officer and General Manager,
the President Office of Bandai Co., Ltd.
Director in charge of Group Policy andGeneral Manager, the President Officeand the Business Strategy Office ofBandai Co., Ltd.
Director of Bandai Co., Ltd. (current
position)
Joined the Company as Adviser and in
charge of Corporate Planning Division
Director of the Company in charge ofCorporate Planning Division (current
position)

71

Number of
Shares of theCompany
Owned

2,200 Shares

3,100 Shares

Candidate
No.

Name
(Date of Birth)

Brief Personal History(Positions, Duties andRepresentation of Other Companies)
Apr. 1977:
Apr. 1991:

6

Kazunori Ueno
(September 16,
1953)

Joined Bandai Co., Ltd.
General Manager, Candy Toy / Vending
Machine Business Department of Bandai
Co., Ltd.
Jun. 2001:
Director in charge of the Toy Business
Projects and General Manager, Character
Toy Business Department of Bandai Co.,Ltd.
Apr. 2003:
Managing Director and President, Toys &Hobby Company and Chief Gundam
Officer (CGO) of Bandai Co., Ltd.
Jun. 2005:
President and Representative Director ofBandai Co., Ltd., and Chief Gundam
Officer (CGO) (current position)
Sep. 2005:
Director of the Company
Jun. 2007:
Director in charge of Toys and Hobby
SBU of the Company (current position)(Representation of other companies)
President of Bandai Co., Ltd.

Number of
Shares of theCompany
Owned

Apr. 1981:
Mar. 1987:

7

Admitted to the bar in Japan
Admitted to the bar in the State of New
York
Jan. 1989:
Partner, Mori Sogo Law Firm (currently
Mori Hamada and Matsumoto Law
Masatake Yone
Firm) (current position)（July 8, 1954） Sep. 2005:
Director of the Company (current
position)(Representation of other companies)
Partner, Mori Hamada and Matsumoto Law Firm

24,950 Shares

Apr. 1988:
Oct. 1993:

8

Kazuo Ichijo(October 13,
1958)

Apr. 2001:
Jun. 2005:
Sep. 2005:
Apr. 2007:

Full-time Instructor in the Faculty ofSocial Sciences, Hitotsubashi
University
Associate Professor in the Faculty ofSocial Sciences, Hitotsubashi
University
Professor in the Graduate School ofSocial Sciences, Hitotsubashi
University
Director of Bandai Co., Ltd.
Director of the Company (current
position)
Professor in the Graduate School ofInternational Corporate Strategy,
Hitotsubashi University (current
position)72--- Shares--- Shares

Candidate
No.

Brief Personal History(Positions, Duties andRepresentation of Other Companies)

Name(Date of Birth)Jul. 1972

9

Manabu Tasaki(November 8,1948)

Joined McDonald’s Company (Japan),Ltd. (currently McDonald’s Holdings
Japan)
Dec. 1989
Joined Toys “R” US-Japan, Ltd.
Apr. 1993
President and Representative Director ofToys “R” US-Japan, Ltd.
Apr. 2004
Chairman, Representative Director, andChief Executive Officer of Toys “R”
US-Japan, Ltd.
Jun. 2006
Advisor to StudioAlice Co., Ltd. (current
position)Jul. 2006
Business Advisor to the Company(current position)
Apr. 2008
Director of NAMCO LIMITED** Newly established company through the split of
NAMCO LIMITED (currently NAMCO BANDAI
Games Inc.)

Number of
Shares of theCompany
Owned--- Shares(Notes) 1. Each of Mr. Masatake Yone, Mr. Kazuo Ichijo, and Mr. Manabu Tasaki is acandidate for Outside Director. Both Mr. Masatake Yone and Mr. Kazuo Ichijo are
currently Outside Directors of the Company and, at the conclusion of this General
Meeting of Shareholders, it will be about three years and nine months since they
assumed their respective positions. A Liability Limitation Agreement under theCompanies Act, Article 427, Paragraph 1, has not been concluded between either ofthese two candidates and the Company.

73

(1) Reason for Proposing Them as Candidates for Outside Directors and Their
Competence as Outside Directors
Though Mr. Masatake Yone has not been involved in the management of acompany other than through his role as an Outside Director or Outside Corporate
Auditor in the past, the reason for proposing Mr. Yone as a candidate for Outside
Director arises from the expectation that, due to his experience as an attorney overmany years, he will be able to supervise and review the Company’s management,
mainly from a legal risk perspective, and the Company believes that he will be able
to appropriately fulfill the duties of an Outside Director.
Though Mr. Kazuo Ichijo has not been involved in the management of acompany other than through his role as an Outside Director or Outside Corporate
Auditor in the past, the reason for proposing Mr. Ichijo as a candidate for Outside
Director arises from the expectation that, due to his teaching experience as
researcher of organizational theory, etc. over many years, he will be able to use
his deep knowledge to supervise and review the Company’s management, and theCompany believes that he will be able to appropriately fulfill the duties of an
Outside Director.
The reason for proposing Mr. Manabu Tasaki as a candidate for Outside
Director arises from the expectation that, due to his extensive experience as amanager of corporations, his excellent character and knowledge, and his thoroughview of trends in the industries including the toys and hobby industry in which theGroup is developing its businesses, he will be able to serve to strengthen
management oversight and check functions further as well as to incorporate abroader managerial perspective into the Company.
(2) Independence as an Outside Director
As the property to be described pursuant to Article 74, Paragraph 4, Item 6 (b)of the Ordinance for Enforcement of the Companies Act, with respect to Mr.
Masateke Yone, NAMCO BANDAI Games Inc. pays remuneration to Mori
Hamada and Matsumoto Law Firm, of which Mr. Masatake Yone is a partner, forlegal work. With respect to Mr. Manabu Tasaki, the Company pays him
remuneration for his service as a business advisor.
2. Apart from the remuneration stated in 1. (2) above, there are no special interests
between the candidates for the Directors and the Company.
END

74