Bandai Namco Holdings Inc.
Notice of the Nineteenth Ordinary General Meeting of Shareholders
to be held on June 24, 2024
An English translation of the original notice in Japanese
DISCLAIMER
The following is an English translation of the Japanese original “Notice of the Nineteenth Ordinary General Meeting of
Shareholders of Bandai Namco Holdings Inc.” which meeting is to be held on June 24, 2024.
The Company provides this translation for your reference and convenience only and does not guarantee its accuracy orotherwise. 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 inaccordance with Japanese GAAP.

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(Date of notice) June 3, 2024
(Start date of measures for electronic provision) May 24, 20245-37-8 Shiba, Minato-ku, Tokyo
Bandai Namco Holdings Inc.
Masaru Kawaguchi
President and Representative Director
Dear Shareholders,
NOTICE OF THE NINETEENTH ORDINARY GENERAL MEETINGOF SHAREHOLDERS
We would like to thank all of our shareholders for your continued support.
We will hold the Nineteenth Ordinary General Meeting of Shareholders of Bandai Namco
Holdings Inc. (“the Company”) as follows. Your attendance would be appreciated.
If you are unable to attend the Ordinary General Meeting of Shareholders in person, please
review the Reference Documents for the General Meeting of Shareholders and the materials for the
General Meeting of Shareholders provided through measures for electronic provision described
below and exercise your voting rights in writing or via the Internet not later than 5:30 p.m., Saturday,
June 22, 2024 (Japan Time) by referring to the “Information on Exercise of Voting Rights” described
below.
Date and Time:

June 24, 2024 (Monday) at 10:00 a.m. (Japan Time)

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

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

2.

Report on the Contents of the Business Reports, the Consolidated Financial Statements, andthe Results of the Auditing of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Committee for the Nineteenth Fiscal Year (from April 1,
2023 to March 31, 2024)
Report on the Contents of the Non-Consolidated Financial Statements for the Nineteenth
Fiscal Year (from April 1, 2023 to March 31, 2024)

Matters to be Resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Ten Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
Proposal No. 3: Election of Four Directors Who Are Audit & Supervisory Committee Members
Measures for Electronic Provision of the Materials for the General Meeting of Shareholders
In convening this General Meeting of Shareholders, the Company takes measures for electronic
provision of information for the General Meeting of Shareholders (“Electronically Provided
Information”). The Electronically Provided Information is posted on the Companyʼs website as the“Notice of the Nineteenth Ordinary General Meeting of Shareholders and Meeting Materials (As of
May 24, 2024).” Please access the following website to see the Electronically Provided Information.

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The Companyʼs website:
https://www.bandainamco.co.jp/ir/stock/meeting.html (in Japanese)
In addition to the Companyʼs website, you can see the Electronically Provided Information on thefollowing websites.
The website for posted materials for the general meeting of shareholders:
https://d.sokai.jp/7832/teiji/ (in Japanese)
The Tokyo Stock Exchangeʼs website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Please search by entering the Companyʼs name “Bandai Namco Holdings” or the Companyʼs
Securities Code “7832” on the Listed Company Search page, click “Basic information,” then click“Documents for public inspection/PR information” to see the Electronically Provided Information.
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Pursuant to laws and regulations and Article 16 of the Companyʼs Articles of Incorporation, thedocument describing information for the General Meeting of Shareholders that the Company
sends to shareholders who have requested delivery of such document in writing does notinclude the following: “Systems for Ensuring the Properness of Operations and Operating
Status of the Systems” in the Business Report; “Consolidated Statement of Changes in Equity”
and “Notes to Consolidated Financial Statements” in the Consolidated Financial Statements;
and “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated
Financial Statements” in the Non-consolidated Financial Statements. Therefore, such
document only constitutes a part of the documents audited by Audit & Supervisory Committee
when preparing the Audit & Supervisory Committeeʼs Report and by the Accounting Auditor
when preparing the Independent Auditorʼs Report.
If any revisions are made to the Electronically Provided Information, the Company will post a
notice to that effect as well as the information before and after such revisions on the
Companyʼs website and other applicable websites on the Internet.

If there is no indication of approval or disapproval for the proposals on the Voting Rights
Exercise Form when exercising your voting rights in writing (via postal mail), the Company shalltreat it as a vote for approval.
If you exercise your voting rights more than once both in writing (via postal mail) and via theInternet, then only the vote cast via the Internet shall be deemed valid.
If you cast your vote via the Internet multiple times, then only the last vote cast shall bedeemed valid. In addition, if you cast your vote via the Internet more than once, using apersonal computer, a smartphone, etc., then only the last vote cast shall be deemed valid.
If you attend the meeting in person, you do not need to follow the procedures for the exercise
of voting rights via postal mail (sending the Voting Rights Exercise Form) or via the Internet.

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[Information on Exercise of Voting Rights]
Please exercise your voting rights after reviewing the Reference Documents for the General Meeting of
Shareholders described below.
You may exercise your voting rights by one of the following three methods.
How to exercise your voting rights in writing (via postal mail):
Please indicate, on the Voting Rights Exercise Form, your approval or disapproval of each itemon the agenda and return the completed form.
Deadline for voting:
To be received no later than 5:30 p.m., Saturday, June 22, 2024 (Japan Time).
How to exercise your voting rights via the Internet:
Please enter your approval or disapproval of each item on the agenda in accordance with the
instructions on the following page.
Deadline for voting:All data entry to be completed no later than 5:30 p.m., Saturday, June 22, 2024 (Japan Time).
How to exercise your voting rights via attending the General Meeting of Shareholders:
When attending the meeting in person, please hand in the Voting Rights Exercise Form at thereception desk at the place of the shareholdersʼ meeting.
Date and time of the General Meeting of Shareholders:June 24, 2024 (Monday) at 10:00 a.m. (Japan Time)<Note on holding of the General Meeting of Shareholders>
If there are any changes to the details or the method of administering the General Meeting of Shareholders,such information shall be provided on the Companyʼs website. We ask that you check the Companyʼs
website for updates in regard thereto.
The Companyʼs website:
https://www.bandainamco.co.jp/ir/stock/meeting.html (in Japanese)4

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

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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 ranks the return of profits to shareholders as one of its highest priorities in its
management. The Company aims to further strengthen the competitiveness of the Bandai Namco Group (the“Group”) and, while maintaining a sound financial status, to achieve regular distributions of dividends andimprovement in the Companyʼs corporate value. Specifically, the Company follows a basic policy of providing
a return to shareholders that targets a total return ratio of 50% or more based on stable dividend payments
of 2% of DOE (dividends on equity). Under this policy, the Company strives to maintain long-term and stabledividends and be more aware of capital cost.
In view of the Companyʼs performance in this fiscal year, the Company will pay a year-end dividend of¥50 per share, which consists of a base dividend of ¥10 per share and a performance-based dividend of ¥40
per share.
Since the Company paid an interim dividend of ¥10 per share on December 8, 2023, the total annual
dividend for the fiscal year will be ¥60 per share.
1. Type of dividend assets:
Cash
2. Allocation of dividend assets to be paid to shareholders and total amount of dividend:
Dividend per common share of the Company ························· ¥50
Total amount of dividends ·································· ¥32,719,275,050
3. Effective date of distribution of surplus (dividend):
June 25, 2024
In the fourth quarter of this fiscal year, the Company purchased treasury shares in order to improve
capital efficiency through the effective use of assets held and to implement a flexible capital policy, including
a return to shareholders, in response to changes in the business environment. The total number of purchased
treasury shares was 6,000,000 shares for a total purchase price of 17,237 million yen, resulting in a total return
ratio of 55.7% when taking into account dividends and this purchase of treasury shares.

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Proposal No. 2:

Election of Ten Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The terms of office of ten Directors (excluding Audit & Supervisory Committee Members) of theCompany will expire as of the close of this General Meeting of Shareholders. Accordingly, the Company
requests the election of ten Directors (excluding Audit & Supervisory Committee Members).
If this Proposal and Proposal No. 3 “Election of Four Directors Who Are Audit & Supervisory Committee
Members” are approved and adopted as proposed, Outside Directors shall make up one-third of all Directors,
such that five of the fourteen Directors of the Company will be independent Outside Directors.
The candidates for Director (excluding Audit & Supervisory Committee Members) of the Company are
as follows:1.

Masaru Kawaguchi

Reelection

Date of Birth:

November 2, 1960

Number of the Company’s Shares Owned:

203,100 Shares

Number of Years in Office as Director:

8 Years

Attendance Rate at Board of Directors Meetings:

100.0% (18/18)

Positions and Responsibilities in the Company:

President and Representative Director, GroupCEO■ Career Summary
Apr. 1983:

Joined BANDAI CO., LTD.

Apr. 2002:

Executive Officer and General Manager, Vending Machine Business Department of BANDAI
CO., LTD.

Apr. 2006:

Director in charge of distribution policy of BANDAI CO., LTD.

Apr. 2010:

Managing Director in charge of hobby business policy and quality assurance policy of
BANDAI CO., LTD.

Apr. 2015:

Senior Managing Director in charge of toy business policy of BANDAI CO., LTD.

Aug. 2015:

President and CEO of BANDAI CO., LTD.
Executive Officer of the Company

June 2016:

Director in charge of Toys and Hobby SBU of the Company

Feb. 2018:

President and Representative Director of BANDAI SPIRITS CO., LTD.

Apr. 2018:

Director in charge of Toys and Hobby Unit of the Company

Apr. 2020:

Executive Vice President and Director in charge of Toys and Hobby Unit of the Company

Apr. 2021:

President and Representative Director Responsible for Entertainment Unit of the Company
Chairman & Director of BANDAI CO., LTD.

Apr. 2022:

President and Representative Director, Group CEO of the Company (current position)

Reasons for proposing Mr. Masaru Kawaguchi as a candidate for Director:
Mr. Masaru Kawaguchi has been supervising the management of the Company appropriately since being
appointed as Executive Vice President and Director of the Company in 2020 and as President andRepresentative Director of the Company in 2021 by, for example, achieving the previous Mid-term Planand record-high performance, and he possesses extensive experience, achievements, and knowledge. He
is proposed as a candidate for Director as the Company considers him capable of ensuring that the Group
continues to grow.

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2.

Yuji Asako

Reelection

Date of Birth:January 18, 1966

Number of the Company’s Shares Owned:

158,300 Shares

Number of Years in Office as Director:

14 Years

Attendance Rate at Board of Directors Meetings:

100.0% (18/18)

Positions and Responsibilities in the Company:

Director, CFO, CISO, and CSO (Chief
Sustainability Officer) in charge of Corporate
Planning Division and Group Administrative
Headquarters■ Career Summary
Apr. 1986:

Joined BANDAI CO., LTD.

Aug. 2005:

General Manager, Accounting Division of BANDAI CO., LTD.

Sep. 2005:

Joined the Company, as General Manager of Corporate Administration Department incharge of PR and IR, and Accounting and Finance

Apr. 2006:

Director of NAMCO BANDAI Games Inc. (currently Bandai Namco Entertainment Inc.)

Apr. 2008:

Executive Officer, Division General Manager of Corporate Planning Division of the Company

June 2010:

Director in charge of Corporate Planning and Division General Manager of Corporate
Planning Division of the Company

June 2011:

Director and Division General Manager of Corporate Planning Division of the Company

Apr. 2014:

Director of NAMCO LIMITED (*) (currently Bandai Namco Amusement Inc.)* Newly established company through the incorporation-type company split of NAMCO
LIMITED (currently Bandai Namco Entertainment Inc.)

Apr. 2017:

Director of Bandai Namco Holdings Asia Co., Ltd.

Apr. 2021:

Director and Division General Manager of Corporate Planning Division Supervising
Amusement Unit of the Company
Director of Bandai Namco Amusement Inc.

Apr. 2022:

Director, CFO, CISO, and CSO in charge of Corporate Planning Division and Group
Administrative Headquarters of the Company (current position)

Apr. 2023:

Director of Bandai Namco Filmworks Inc. (current position)

Reasons for proposing Mr. Yuji Asako as a candidate for Director:
Mr. Yuji Asako possesses extensive experience, achievements, and knowledge relating to management
and administration, including business planning and accounting, and also has experience in roles where
he was responsible for internal and external communications, such as IR, PR and SR, as well as
information security and sustainable activities. He is proposed as a candidate for Director as theCompany considers him capable of implementing the Group’s management strategies and seeking asustained increase in corporate value.

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3.

Nobuhiko Momoi

Reelection

Date of Birth:

December 25, 1968

Number of the Company’s Shares Owned:

29,600 Shares

Number of Years in Office as Director:

2 Years

Attendance Rate at Board of Directors Meetings:

100.0% (18/18)

Positions and Responsibilities in the Company:

Director and General Manager of Group
Business Strategy Department■ Career Summary
Apr. 1991:

Joined Sony Corporation (currently SONY GROUP CORPORATION)

Dec. 1998:

Joined Nemic-Lambda Co., Ltd. (currently TDK-Lambda Corporation)

Oct. 2001:

Joined BANDAI CO., LTD.

Jul. 2004:

General Manager of New Business Office of BANDAI CO., LTD.

Apr. 2016:

Executive Officer and General Manager of Media Department of BANDAI CO., LTD.

Apr. 2018:

Director in charge of Europe and Americas business policy and Head of Life BusinessCompany of BANDAI CO., LTD.
Chairman and Representative Director of BANDAI ESPAÑA S.A. (current position)

Apr. 2021:

Managing Director in charge of media policy and Europe and Americas businessDirector of Bandai Namco Entertainment Europe S.A.S. (currently Bandai Namco Europe
S.A.S.) (current position)

Apr. 2022:

President and CEO of Bandai Namco Holdings USA Inc. (current position)
Director in charge of US, Canada, Latin America and Europe Business Strategy of BANDAI
CO., LTD.
Executive Officer and General Manager of Group Business Strategy Department of theCompany

June 2022:

Director and General Manager of Group Business Strategy Department of the Company(current position)

Apr. 2024:

Director in charge of Europe Business Strategy of BANDAI CO., LTD. (current position)(Major concurrent position)
President and CEO of Bandai Namco Holdings USA Inc.
Reasons for proposing Mr. Nobuhiko Momoi as a candidate for Director:
Mr. Nobuhiko Momoi possesses extensive experience, achievements, and knowledge in the Toys andHobby Business around the world and has also been engaged in building ties among the various
businesses of the Group as General Manager of the Group Business Strategy Department of the Company
since 2022. He is proposed as a candidate for Director as the Company considers him capable ofenhancing collaboration in Group management.

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4.

Nao Udagawa

Reelection

Date of Birth:January 22, 1974

Number of the Company’s Shares Owned:

67,500 Shares

Number of Years in Office as Director:

1 YearAttendance Rate at Board of Directors Meetings:

100.0% (14/14)

Positions and Responsibilities in the Company:

Director in charge of Digital Business ofEntertainment Unit

■ Career Summary
Apr. 1994:

Joined BANDAI CO., LTD.

Sep. 2000:

Joined Bandai Networks Co., Ltd.

Apr. 2009:

Joined NAMCO BANDAI Games Inc. (currently Bandai Namco Entertainment Inc.)

Apr. 2010:

General Manager of Studio 2, Production 2-4 of NAMCO BANDAI Games Inc.

Apr. 2014:

Executive Officer and Deputy Division Head of Business Division II of NAMCO BANDAI
Games Inc.

Apr. 2015:

Director in charge of NE Business Division and Division Head of NE Business Department ofBandai Namco Entertainment Inc.

Apr. 2018:

Managing Director in charge of NE Business Department, CE Business Department, and CE
Asia Business Department of Bandai Namco Entertainment Inc.

Apr. 2021:

President and Representative Director of BANDAI SPIRITS CO., LTD.

Apr. 2023:

Executive Officer in charge of Digital Business of Entertainment Unit of the Company
President and CEO of Bandai Namco Entertainment Inc. (current position)

June 2023:

Director in charge of Digital Business of Entertainment Unit of the Company (current
position)(Major concurrent position)
President and CEO of Bandai Namco Entertainment Inc.
Reasons for proposing Ms. Nao Udagawa as a candidate for Director:
Ms. Nao Udagawa possesses extensive experience, achievements, and knowledge from her wide-ranging
involvement in multiple businesses in the Group. She has driven the business forward as the President
and CEO of Bandai Namco Entertainment Inc., which is the business management company of the Digital
Business of the Entertainment Unit in the Group, since 2023. She is proposed as a candidate for Director
as the Company considers her capable of building closer ties between the Digital Business and Groupmanagement.

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5.

Kazuhiro Takenaka

Reelection

Date of Birth:

February 11, 1964

Number of the Company’s Shares Owned:

80,700 Shares

Number of Years in Office as Director:

2 Years

Attendance Rate at Board of Directors Meetings:

100.0% (18/18)

Positions and Responsibilities in the Company:

Director in charge of Toys and Hobby Businessof Entertainment Unit

■ Career Summary
Apr. 1987:

Joined BANDAI CO., LTD.

Apr. 2006:

General Manager of Media Department of BANDAI CO., LTD.

Apr. 2011:

Executive Officer and General Manager of Vending Machine Business Department of
BANDAI CO., LTD.

June 2015:

Director in charge of hobby business policy of BANDAI CO., LTD.

Apr. 2018:

Director in charge of Media Department, Online Marketing Strategy Office, Collectors Toy
Department, and Hobby Business Department of BANDAI SPIRITS CO., LTD.

Apr. 2019:

Managing Director in charge of Media Department of BANDAI SPIRITS CO., LTD.

Apr. 2021:

Executive Officer in charge of Toys and Hobby Business of Entertainment Unit of theCompany
President and CEO of BANDAI CO., LTD. (current position)

June 2022:

Director in charge of Toys and Hobby Business of Entertainment Unit of the Company(current position)(Major concurrent position)
President and CEO of BANDAI CO., LTD.
Reasons for proposing Mr. Kazuhiro Takenaka as a candidate for Director:
Mr. Kazuhiro Takenaka possesses extensive experience, achievements, and knowledge in the Toys andHobby Business and has driven the business forward as President and CEO of BANDAI CO., LTD., which isthe business management company of the Toys and Hobby Business of the Entertainment Unit in theGroup, since 2021. He is proposed as a candidate for Director as the Company considers him capable ofbuilding closer ties between the Toys and Hobby Business and Group management.

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6.

Makoto Asanuma

Reelection

Date of Birth:

April 23, 1963

Number of the Company’s Shares Owned:

76,300 Shares

Number of Years in Office as Director:

5 Years

Attendance Rate at Board of Directors Meetings:

100.0% (18/18)

Positions and Responsibilities in the Company:

Director in charge of IP Production Unit

■ Career Summary
Apr. 1986:

Joined Kabushiki Kaisha Network

Oct. 2000:

Joined Bandai Networks Co., Ltd.

Apr. 2004:

General Manager of Mobile Business Department of Bandai Networks Co., Ltd.

June 2005:

Director, Deputy Division Head of Business Division and General Manager of Content
Business Department of Bandai Networks Co., Ltd.

Apr. 2009:

Executive Officer and Deputy Division Head of NE Business Division of NAMCO BANDAI
Games Inc. (currently Bandai Namco Entertainment Inc.)

Oct. 2010:

President and Representative Director of Bandai Namco Online Inc.

Apr. 2014:

Director, Division Head of Business Division I of Bandai Namco Entertainment Inc.

Apr. 2015:

Managing Director in charge of Global Business Promotion Unit / Media Unit of Bandai
Namco Entertainment Inc.

Apr. 2018:

Senior Managing Director of SUNRISE INC. (currently Bandai Namco Filmworks Inc.)

Mar. 2019:

Chairman of SUNRISE SHANGHAI CO., LTD.

Apr. 2019:

Executive Officer in charge of IP Creation Unit of the Company
President and CEO of SUNRISE INC. (currently Bandai Namco Filmworks Inc.) (current
position)

June 2019:

Director in charge of IP Creation Unit of the Company

Apr. 2021:

Director in charge of Creation Business of IP Production Unit of the Company

Apr. 2022:

Director in charge of IP Production Unit of the Company (current position)(Major concurrent position)
President and CEO of Bandai Namco Filmworks Inc.
Reasons for proposing Mr. Makoto Asanuma as a candidate for Director:
Mr. Makoto Asanuma possesses extensive experience, achievements, and knowledge from his wideranging involvement in multiple businesses in the Group. He has driven the business forward as the
President and CEO of SUNRISE INC. (currently Bandai Namco Filmworks Inc.), which is the current
business management company of the IP Production Unit in the Group, since 2019. He is proposed as a
candidate for Director as the Company considers him capable of building closer ties between the IP
Production Business and Group management.

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7.

Hiroshi Kawasaki

Reelection

Date of Birth:

April 24, 1963

Number of the Company’s Shares Owned:

88,350 Shares

Number of Years in Office as Director:

3 Years

Attendance Rate at Board of Directors Meetings:

100.0% (18/18)

Positions and Responsibilities in the Company:

Director in charge of Amusement Unit

■ Career Summary
Apr. 1987:

Joined BANDAI CO., LTD.

Apr. 2001:

Executive Officer and General Manager of Innovative Toy Business Department of BANDAI
CO., LTD.

Oct. 2005:

General Manager of President’s Office and Corporate Planning Department of the Company

Apr. 2007:

Director of NAMCO LIMITED (*) (currently Bandai Namco Amusement Inc.)* Newly established company through the incorporation-type company split of NAMCO
LIMITED (currently Bandai Namco Entertainment Inc.)

Apr. 2015:

Managing Director of NAMCO LIMITED

Apr. 2018:

Director of Bandai Namco Entertainment Inc.

Apr. 2021:

Executive Officer in charge of Amusement Unit of the Company
President and CEO of Bandai Namco Amusement Inc. (current position)

June 2021:

Director in charge of Amusement Unit of the Company (current position)

Apr. 2023:

President and CEO of Bandai Namco Amusement Lab Inc. (current position)(Major concurrent positions)
President and CEO of Bandai Namco Amusement Inc.
President and CEO of Bandai Namco Amusement Lab Inc.
Reasons for proposing Mr. Hiroshi Kawasaki as a candidate for Director:
Mr. Hiroshi Kawasaki possesses extensive experience, achievements, and knowledge from his wideranging involvement in multiple businesses in the Group. He has driven the business forward as the
President and CEO of Bandai Namco Amusement Inc., which is the business management company of theAmusement Unit in the Group, since 2021. He is proposed as a candidate for Director as the Company
considers him capable of building closer ties between the Amusement Business and Group management.

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8.

Shuji Ohtsu

Reelection

Date of Birth:

August 6, 1959

Number of the Company’s Shares Owned:

145,600 Shares

Number of Years in Office as Director:

16 Years

Attendance Rate at Board of Directors Meetings:

100.0% (18/18)

Positions and Responsibilities in the Company:

Director and CIO in charge of Bandai Namco
Business Arc Inc.

■ Career Summary
Mar. 1986:

Licensed as a Certified Public Accountant

Dec. 1996:

Partner of Century Audit Corporation

Jan. 2000:

Partner of Century Ota Showa & Co. (currently Ernst & Young ShinNihon LLC)

Sep. 2003:

Partner of KPMG AZSA & Co. (currently KPMG AZSA LLC)

May 2004:

Board Member of KPMG AZSA & Co.

Oct. 2007:

Joined the Company as Adviser

June 2008:

Director in charge of Overseas Operations, Group Administrative Headquarters, Corporate
Legal Affairs Department and Internal Auditing Division of the Company

June 2011:

Director in charge of Overseas Regional Headquarters Companies and Division General
Manager of the Group Administrative Headquarters of the Company

Apr. 2013:

Director and Division General Manager of the Group Administrative Headquarters of theCompany
President and Representative Director of NAMCO BANDAI Holdings (USA) Inc. (currently
Bandai Namco Holdings USA Inc.)

Apr. 2015:

President and CEO of Bandai Namco Business Arc Inc. (current position)

Oct. 2017:

President and CEO of Bandai Namco Will Inc. (current position)

Apr. 2022:

Director and CIO in charge of Bandai Namco Business Arc Inc. of the Company (current
position)(Major concurrent positions)
President and CEO of Bandai Namco Business Arc Inc.
President and CEO of Bandai Namco Will Inc.
Reasons for proposing Mr. Shuji Ohtsu as a candidate for Director:
Mr. Shuji Ohtsu possesses specialist expertise as a certified public accountant, as well as extensive
experience and achievements. He is proposed as a candidate for Director as the Company considers him
capable of strengthening Group management structures and ensuring highly transparent management.

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9.

Reelection

Toshio Shimada

Outside Director

Date of Birth:

June 4, 1957

Number of the Company’s Shares Owned:--- Shares

Number of Years in Office as Director:

3 Years

Attendance Rate at Board of Directors Meetings:

100.0% (18/18)

Positions and Responsibilities in the Company:■ Career Summary

Outside Director

Apr. 1980:

Joined JGC CORPORATION (currently JGC HOLDINGS CORPORATION)

Jul. 1990:

Joined Sanwa Research Institute Corp. (currently Mitsubishi UFJ Research and Consulting
Co., Ltd.)

Aug. 1992:

Joined JGC Information Systems Co., Ltd.

Nov. 1997:

Joined CAC Corporation (currently CAC Holdings Corporation)

Mar. 2000:

Executive Officer and General Manager of Corporate Planning Department of CAC
Corporation

Mar. 2002:

Director and General Manager of Corporate Planning Division of CAC Corporation

Jul. 2003:

Managing Director and General Manager of Operational Headquarters of CAC Corporation

Mar. 2004:

President and CEO of CAC Corporation

Jan. 2011:

Chairman and CEO of CAC Corporation

June 2011:

Vice Chairman of Japan Information Technology Services Industry Association

Mar. 2015:

Director and Chairman of CAC Holdings Corporation

Mar. 2019:

Special Advisor of CAC Holdings Corporation (current position)

June 2021:

Outside Director of the Company (current position)

May 2023:

Outside Director of AEON DELIGHT CO., LTD. (current position)(Major concurrent positions)
Special Advisor of CAC Holdings Corporation
Outside Director of AEON DELIGHT CO., LTD.
Reasons for proposing Mr. Toshio Shimada as a candidate for Outside Director and expected role:
Given Mr. Toshio Shimada’s extensive knowledge and experience in corporate management, theCompany anticipates that he will be able to further strengthen management oversight and checking
functions and introduce his extensive knowledge concerning the fusion of corporate management anddigital technology into the Company’s managerial perspective, and thus believes that he will be able toperform the duties of an Outside Director appropriately.

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10.

Reelection

Koichi Kawana

Outside Director

Date of Birth:

April 23, 1958

Number of the Company’s Shares Owned:--- Shares

Number of Years in Office as Director:

5 Years

Attendance Rate at Board of Directors Meetings:

100.0% (18/18)

Positions and Responsibilities in the Company:

Outside Director■ Career Summary
Apr. 1982:

Joined JGC CORPORATION (currently JGC HOLDINGS CORPORATION)

Jul. 1997:

General Manager, Abu Dhabi Office and General Manager, Kuwait Office of JGC
CORPORATION

Jul. 2001:

General Manager, London Office and JGC UK Managing Director of JGC CORPORATION

May 2004:

General Manager, Project Business Investment Promotion Department, Project Business
Promotion Division, Global Marketing Division of JGC CORPORATION

Aug. 2007:

Executive Officer, Senior General Manager, New Business Promotion Division, Global
Marketing Division of JGC CORPORATION

Jul. 2009:Managing Director, Senior General Manager, Global Marketing Division of JGC
CORPORATION

June 2010:

Representative Director, Senior Executive Vice President of JGC CORPORATION

Jul. 2011:

Representative Director and President of JGC CORPORATION

June 2017:

Director, Vice Chairman of JGC CORPORATION

June 2018:

Vice Chairman of JGC CORPORATION

June 2019:

Outside Director of the Company (current position)
Outside Director (Audit & Supervisory Committee Member) of COMSYS Holdings
Corporation
Outside Director of TOKYO ELECTRON DEVICE LIMITED (current position)*

June 2020:

External Director of ispace, inc. (current position)

Mar. 2023:

Outside Director of KUBOTA Corporation (current position)

June 2023:

Director and Chairman of RENOVA, Inc. (current position)(Major concurrent positions)
Outside Director of TOKYO ELECTRON DEVICE LIMITED*
External Director of ispace, inc.
Outside Director of KUBOTA Corporation
Director and Chairman of RENOVA, Inc.
* Mr. Koichi Kawana plans to retire as Outside Director of TOKYO ELECTRON DEVICE LIMITED in June
2024.
Reasons for proposing Mr. Koichi Kawana as a candidate for Outside Director and expected role:
Given Mr. Koichi Kawana’s extensive knowledge and experience in corporate management, the Company
anticipates that he will be able to further strengthen management oversight and checking functions andintroduce a global managerial perspective based on his extensive experience working overseas, and thus
believes that he will be able to perform the duties of an Outside Director appropriately.
(Notes) 1. Each of Mr. Toshio Shimada and Mr. Koichi Kawana is a candidate for Outside Director of theCompany. Each of Mr. Toshio Shimada and Mr. Koichi Kawana is currently Outside Director of theCompany. As of the close of this General Meeting of Shareholders, Mr. Toshio Shimada will have
served as Outside Director for approximately three years, and Mr. Koichi Kawana will have served
as Outside Director for approximately five years.
2. Independence as Outside Director
The Company believes that Mr. Toshio Shimada and Mr. Koichi Kawana, who are candidates for16

Outside Director of the Company, both satisfy the Companyʼs Standards for the Independenceof Outside Directors (please refer to “Standards for the Independence of Outside Directors”
described below) and thus have no risk of conflicts of interest with general shareholders andhave a high degree of independence. The Company has filed a notification with the Tokyo Stock
Exchange that each of the candidates would be an independent officer as defined in the rulesof the Tokyo Stock Exchange and would be an independent officer of the Company after theelection at this Ordinary General Meeting of Shareholders.
3. Ms. Nao Udagawa was elected at the Eighteenth Ordinary General Meeting of Shareholders heldon June 19, 2023, and thus, the number of Board of Directors meetings on which her attendance
rate is based differs from that of other Directors. There have been 14 Board of Directors meetings
since Ms. Nao Udagawa assumed the office of Director.
4. The name of Ms. Nao Udagawa in the family register is Nao Ochiai.
5. The Company does not intend to conclude with each of the candidates for Outside Director a
Liability Limitation Agreement provided for in Article 427, Paragraph 1 of the Companies Act.
6. The Company does not intend to conclude with each of the candidates for Director an
Indemnification Agreement provided for in Article 430-2, Paragraph 1 of the Companies Act.
7. The Company has concluded a Directors and Officers Liability (D&O) Insurance Policy
prescribed in Article 430-3, Paragraph 1 of the Companies Act with an insurance company, andthe overview of said insurance policy is as stated in “2. Current Status of the Company (2)Officers of the Company” of the Business Report. If this Proposal is approved and adopted as
proposed, each of the candidates for Director will be included as an insured under the policy. In
addition, the Company plans to renew the policy with the same terms at the time of its renewal.
8. There are no special interests between each of the candidates for Director and the Company.
9. In addition to the number of Board of Directors meetings held as stated above, one written
resolution was adopted, which is deemed to constitute a resolution by the Board of Directors
pursuant to the provisions of Article 370 of the Companies Act and the provisions of the Articles
of Incorporation.

17

Proposal No. 3: Election of Four Directors Who Are Audit & Supervisory Committee Members
The terms of office of four Directors who are Audit & Supervisory Committee Members of the Company
will expire as of the close of this General Meeting of Shareholders. Accordingly, the Company requests theelection of four Directors who are Audit & Supervisory Committee Members. This proposal has beenconsented to by the Audit & Supervisory Committee.
If this Proposal and Proposal No. 2 “Election of Ten Directors (Excluding Directors Who Are Audit &Supervisory Committee Members)” are approved and adopted as proposed, Outside Directors shall make up
one-third of all Directors, such that five of the fourteen Directors of the Company will be independent Outside
Directors.
The candidates for Director who are Audit & Supervisory Committee Members of the Company are as
follows:

1.

Takashi Kaneko

New election

Date of Birth:

June 24, 1962

Number of the Company’s Shares Owned:

10,400 Shares■ Career Summary
Apr. 1987

Joined OKURA CO., LTD.

Oct. 1998:

Joined NAMCO LIMITED (currently Bandai Namco Entertainment Inc.)

Apr. 2009:

General Manager of Corporate Planning Department, Corporate Planning Division of theCompany

Apr. 2012:

General Manager of Accounting and Finance Department, Group Administrative
Headquarters of the Company
General Manager of Accounting and Finance Department of Bandai Namco Business Arc
Inc.

Apr. 2017:

Director of Bandai Namco Business Arc Inc.

Apr. 2021:

Managing Director of Bandai Namco Business Arc Inc. (current position)*

Apr. 2022:

Executive Officer, Division General Manager of Group Administrative Headquarters of theCompany* Mr. Takashi Kaneko plans to retire as Managing Director of Bandai Namco Business Arc
Inc. in June 2024.

Reasons for proposing Mr. Takashi Kaneko as a candidate for Director who is an Audit & Supervisory
Committee Member:
Given his many years of service in the management division and his thorough knowledge of finance,accounting, and tax affairs, the Company expects Mr. Takashi Kaneko to utilize his knowledge andexperience in these fields for the audit and supervisory system of the Company, and thus believes that hewill be able to perform the duties of an Audit & Supervisory Committee Member appropriately.

18

2.

Reelection

Toru Shinoda

Outside Director

Date of Birth:

December 5, 1963

Number of the Company’s Shares Owned:

1,400 Shares

Number of Years in Office as Director:

2 Years (Including 2 Years as Audit &Supervisory Committee Member)

Attendance Rate at Board of Directors Meetings:

100.0% (18/18)

Attendance Rate at Audit & Supervisory Committee
Meetings:

100.0% (18/18)

Positions and Responsibilities in the Company:

Full Time Outside Director (Audit & Supervisory
Committee Member)■ Career Summary
Apr. 1986:
Joined Daiwa Securities Co. Ltd.
Oct. 1991:

Joined Showa Ota & Co. (currently Ernst & Young ShinNihon LLC)

Aug. 1995:

Licensed as a Certified Public Accountant

June 2018:

Full Time Outside Audit & Supervisory Board Member of the Company

June 2022:

Full Time Outside Director (Audit & Supervisory Committee Member) of the Company(current position)(Major concurrent position)
Certified Public Accountant
Reasons for proposing Mr. Toru Shinoda as a candidate for Outside Director who is an Audit & Supervisory
Committee Member and expected role:
Given his many years mastering audit practices, and given he is a certified public accountant, theCompany expects Mr. Toru Shinoda to utilize his advanced knowledge and experience in accounting andauditing for the audit and supervisory system of the Company, and thus believes that he will be able toperform the duties of an Audit & Supervisory Committee Member appropriately. Although he has not been
involved in corporate management other than through serving as an outside officer, for the reasonsdescribed above, the Company believes that he will be able to perform the duties of an Audit &Supervisory Committee Member appropriately.

19

3.

Reelection

Satoko Kuwabara

Outside Director

Date of Birth:

November 1, 1964

Number of the Company’s Shares Owned:--- Shares

Number of Years in Office as Director:

8 Years (Including 2 Years as Audit &Supervisory Committee Member)

Attendance Rate at Board of Directors Meetings:

100.0% (18/18)

Attendance Rate at Audit & Supervisory Committee
Meetings:

100.0% (18/18)

Positions and Responsibilities in the Company:

Outside Director (Audit & Supervisory
Committee Member)■ Career Summary
Apr. 1990:
Admitted to the bar in Japan
Joined Mori Sogo Law Offices (currently Mori Hamada & Matsumoto)Jan. 1998:

Partner of Mori Hamada & Matsumoto

June 2016:

Outside Director of the Company

Mar. 2020:

Outside Auditor of Unicafe Inc. (current position)

Apr. 2020:

Partner of GAIEN PARTNERS (current position)

June 2021:

Outside Director of Mitsubishi UFJ Financial Group, Inc. (current position)

June 2022:

Outside Director (Audit & Supervisory Committee Member) of the Company (current
position)

June 2023:

Outside Director (Audit & Supervisory Committee Member) of Nippon Yusen Kabushiki
Kaisha (current position)(Major concurrent positions)
Attorney-at-Law
Partner of GAIEN PARTNERS
Outside Auditor of Unicafe Inc.
Outside Director of Mitsubishi UFJ Financial Group, Inc.
Outside Director (Audit & Supervisory Committee Member) of Nippon Yusen Kabushiki Kaisha
Reasons for proposing Ms. Satoko Kuwabara as a candidate for Outside Director who is an Audit &Supervisory Committee Member and expected role:
Given her many years of experience as an attorney-at-law, the Company expects Ms. Satoko Kuwabara toutilize her advanced knowledge and experience from a legal risk perspective for the audit and supervisorysystem of the Company, and thus believes that she will be able to perform the duties of an Audit &Supervisory Committee Member appropriately. Although she has not been involved in corporate
management other than through serving as an outside officer, for the reasons described above, theCompany believes that she will be able to perform the duties of an Audit & Supervisory Committee
Member appropriately.

20

4.

Reelection

Takayuki Komiya

Outside Director

Date of Birth:

August 27, 1970

Number of the Company’s Shares Owned:

400 Shares

Number of Years in Office as Director:

2 Years (Including 2 Years as Audit &Supervisory Committee Member)

Attendance Rate at Board of Directors Meetings:

100.0% (18/18)

Attendance Rate at Audit & Supervisory Committee
Meetings:

100.0% (18/18)

Positions and Responsibilities in the Company:

Outside Director (Audit & Supervisory
Committee Member)■ Career Summary
Nov. 1993:
Joined Century Audit Corporation (currently Ernst & Young ShinNihon LLC)
Apr. 1997:

Licensed as a Certified Public Accountant

Jul. 2001:

Joined Takano Sogo Accounting Office (currently Certified Public Tax Accountant’s Co.
Takano Sogo Accounting Firm)

Jan. 2002:

Licensed as a Certified Public Tax Accountant

June 2006:

Outside Audit & Supervisory Board Member of NAMCO LIMITED (*) (currently Bandai
Namco Amusement Inc.)* Newly established company through the incorporation-type company split of NAMCO
LIMITED (currently Bandai Namco Entertainment Inc.)

Jul. 2007:

Representative Director of Takano Sogo Consulting Co., Ltd.

June 2010:

Senior Partner of Certified Public Tax Accountant’s Co. Takano Sogo Accounting Firm

Dec. 2017:

Representative Director of KEY Consulting Co., Ltd. (current position)

June 2022:

Outside Director (Audit & Supervisory Committee Member) of the Company (current
position)(Major concurrent positions)Certified Public Accountant
Certified Public Tax Accountant
Reasons for proposing Mr. Takayuki Komiya as a candidate for Outside Director who is an Audit &Supervisory Committee Member and expected role:
Given his many years mastering accounting and tax practices, and given he is a certified public
accountant and a certified public tax accountant, the Company expects Mr. Takayuki Komiya to utilize hisadvanced knowledge and experience in accounting, tax affairs and auditing for the audit and supervisorysystem of the Company, and thus believes that he will be able to perform the duties of an Audit &Supervisory Committee Member appropriately.
(Notes)

1. Mr. Toru Shinoda, Ms. Satoko Kuwabara, and Mr. Takayuki Komiya are candidates for Outside
Director of the Company. Mr. Toru Shinoda, Ms. Satoko Kuwabara, and Mr. Takayuki Komiya are
currently Outside Directors of the Company. As of the close of this General Meeting of
Shareholders, Mr. Toru Shinoda will have served as Outside Director for approximately two
years, Ms. Satoko Kuwabara will have served as Outside Director for approximately eight years,
and Mr. Takayuki Komiya will have served as Outside Director for approximately two years.
2. Including Mr. Toru Shinodaʼs term of office as Audit & Supervisory Board Member of theCompany when it was a company with an audit and supervisory board, he will have been in
office for approximately six years. The Company transitioned from a company with an audit andsupervisory board to a company with an audit and supervisory committee on June 20, 2022.
3. Independence as Outside Director
The Company believes that Mr. Toru Shinoda, Ms. Satoko Kuwabara, and Mr. Takayuki Komiya,
who are candidates for Outside Director of the Company, all satisfy the Companyʼs Standards
for the Independence of Outside Directors (please refer to “Standards for the Independence of21

Outside Directors” described below) and thus have no risk of conflicts of interest with generalshareholders and have a high degree of independence. The Company has filed a notification
with the Tokyo Stock Exchange that each of the candidates would be an independent officer as
defined in the rules of the Tokyo Stock Exchange and would be an independent officer of theCompany after the election at this Ordinary General Meeting of Shareholders.
4. The name of Ms. Satoko Kuwabara in the family register is Satoko Ota.
5. The Company does not intend to conclude with each of the candidates for Outside Director a
Liability Limitation Agreement provided for in Article 427, Paragraph 1 of the Companies Act.
6. The Company does not intend to conclude with each of the candidates for Director an
Indemnification Agreement provided for in Article 430-2, Paragraph 1 of the Companies Act.
7. The Company has concluded a Directors and Officers Liability (D&O) Insurance Policy
prescribed in Article 430-3, Paragraph 1 of the Companies Act with an insurance company, andthe overview of said insurance policy is as stated in “2. Current Status of the Company (2)Officers of the Company” of the Business Report. If this Proposal is approved and adopted as
proposed, each of the candidates for Director will be included as an insured under the policy. In
addition, the Company plans to renew the policy with the same terms at the time of its renewal.
8. There are no special interests between each of the candidates for Director and the Company.
9. In addition to the number of Board of Directors meetings held as stated above, one written
resolution was adopted, which is deemed to constitute a resolution by the Board of Directors
pursuant to the provisions of Article 370 of the Companies Act and the provisions of the Articles
of Incorporation.

22

Policy on and process for selecting candidates for Director of the Company <Reference>
The Company selects candidates for Director (including Audit & Supervisory Committee Members) of
the Company using the following policy and process.
Policy on and process for selecting candidates for Director of the Company
To select candidates for Director of the Company, candidates are nominated on the basis of sufficiently broad
expertise and experience in decision-making for corporate management, background in a business supervisory
capacity, or achievements and knowledge from their career to date. The basic policy is that at least one-third of
Directors should be Outside Directors and all of the Outside Directors should be independent Outside Directors.
To select candidates for independent Outside Director of the Company, nominations that provide anappropriate balance of, for example, individuals with extensive experience in corporate management, individuals
with profound knowledge of corporate strategy, lawyers who are experts in compliance and other internal controls,or certified public accountants and certified public tax accountants who are experts in accounting and tax affairs,
are considered and a decision is made accordingly.
When selecting candidates for Director (excluding Audit & Supervisory Committee Members) of the Company,a Personnel Committee of which the chair and a majority of the members are independent Outside Directors isestablished on a discretionary basis to act as a forum for debate and receive recommendations based on therespective candidateʼs achievements and knowledge, and the independent Outside Directors conduct interviews
with new candidates for Director (excluding Audit & Supervisory Committee Members) before a decision is madeat a Board of Directors meeting.
The selection of candidates for Director, Audit & Supervisory Committee Member is decided by the Board of
Directors after considering the necessary capabilities, experience, character, etc. and receiving the consent of the
Audit & Supervisory Committee.

23

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

24

Portfolio of Anticipated Director Skills after Election (Skill Matrix) <Reference>
Business Segment Experience

Outside

✓
✓
✓

✓
✓
✓
✓
✓

✓
✓

✓
✓

Facilities
and machines

Inside

✓

✓
✓

✓

✓
✓

Independence

Directors(Audit &Supervisory
Committee
Members)

IP creation
anddevelopment

Outside✓Digital technology
and information
security

Inside✓✓Legal affairs

Directors(excluding
Audit &
Supervisory
Committee
Members)

Masaru Kawaguchi
Yuji Asako
Nobuhiko Momoi
Nao Udagawa
Kazuhiro Takenaka
Makoto Asanuma
Hiroshi Kawasaki
Shuji Ohtsu
Toshio Shimada
Koichi Kawana
Takashi Kaneko
Toru Shinoda
Satoko Kuwabara
Takayuki Komiya✓

Internationality

Candidates

Visual andmusic

OutsideToys andhobby

InsideDigital

Directors(Audit &Supervisory
Committee
Members)

✓
✓
✓
✓
✓
✓
✓
✓
✓
✓

Sustainability

OutsideCorporate
management

Inside

M
M
M
F
M
M
M
M
M
M
M
M
F
M

Finance,accounting, andtax affairs

Directors(excluding
Audit &
Supervisory
Committee
Members)

Masaru Kawaguchi
Yuji Asako
Nobuhiko Momoi
Nao Udagawa
Kazuhiro Takenaka
Makoto Asanuma
Hiroshi Kawasaki
Shuji Ohtsu
Toshio Shimada
Koichi Kawana
Takashi Kaneko
Toru Shinoda
Satoko Kuwabara
Takayuki Komiya

GenderCandidates

✓
✓
✓

✓
✓
✓
✓
✓

✓
✓
✓

✓

✓
✓

✓

✓
✓
✓
✓

✓
✓
✓
✓
✓

End

25

BUSINESS REPORTS(From April 1, 2023 to March 31, 2024)
1. Current Status of the Group(1)

Business Status for This Fiscal Year(i)

Business Progress and Results

During the fiscal year ended March 31, 2024, while restrictions on activities due to COVID-19 wereincreasingly relaxed and socioeconomic activities were revitalized, the future of the economic
environment around the world remained uncertain due to changes in the social situation, rising
raw materials and fuel prices, and the impact of foreign exchange rate fluctuations.
Under such circumstances, from April 2022, with the introduction of our Purpose, “Fun for All into
the Future,” as the ultimate definition of the Group and the introduction of a new logo, the Bandai
Namco Group began a new three-year Mid-term Plan. In the Mid-term Plan, in order to achieve theaims of the Bandai Namco Group for the medium to long term based on our Purpose, “Fun for All
into the Future,” we have established a Mid-term Vision of “Connect with Fans” that aims toconstantly meet the needs of global IP fans, a wide range of business partners, Group employees,
and communities around the world and to foster broad, deep, and multifaceted connections. As
priority strategies, we are promoting our IP axis strategy, personnel strategy, and sustainability. By
propelling the priority strategies, we will take advantage of the worldview and uniquecharacteristics of our IP to further evolve the IP axis strategy that aims to maximize IP value
through the provision of the optimal products and services at the optimal times. We will also
strengthen the global development of the IP axis strategy and enhance our sense of unity andcollective strength under the ALL BANDAI NAMCO concept in order to achieve continuous growth.
In the fiscal year under review, with the IP axis strategy at the core, the Group strengthened
initiatives unified under the ALL BANDAI NAMCO concept through collaboration across regions andbusinesses. In Group-wide business, the Toys and Hobby Business contributed to performance, as
products for the mature fan base (adults), card products, capsule toys, and other products became
popular. In the Digital Business, differences in the product mix in home console games affected
performance, and in addition to valuation losses related to a new title for online games, etc., a loss
on disposal was recorded due to changes in the composition of titles with a view to the next Midterm Plan.
In addition, we recorded a gain on sales of investment securities (extraordinary gain) resulting
from the sale of a portion of our cross-shareholdings. Furthermore, the Company purchased
treasury shares for the purpose of improving capital efficiency through the effective use of assets
held and implementing a flexible capital policy, including a return to shareholders, in response tochanges in the business environment.
Consequently, the Groupʼs consolidated results for the fiscal year ended March 31, 2024 were net
sales of 1,050,210 million yen (year-on-year increase of 6.1%), operating profit of 90,682 million
yen (year-on-year decrease of 22.1%), recurring profit of 104,164 million yen (year-on-year
decrease of 18.6%), and profit attributable to owners of parent of 101,493 million yen (year-onyear increase of 12.3%).

26

(ii)

Outline of Business by Business Segment(Millions of yen)
Operating Profit
Year Ended Year Ended
March 31,
March 31,
Change2023
2024

Year Ended
March 31,2023

Net SalesYear Ended
March 31,2024

385,681372,667

Decrease of
13,01449,3396,257

Decrease of
43,081

447,491

509,880

Increase of
62,38859,53878,655

Increase of
19,117

IP Production

81,74882,468

Increase of719

10,645

10,048Decrease of596

Amusement

104,602

119,667

Increase of
15,065

6,038

6,843

Increase of
805

Other

31,31332,358

Increase of
1,044

1,165

988

Decrease of177

Eliminations
and Corporate(60,748)(66,830)

Decrease of
6,082(10,254)(12,111)

Decrease of
1,857

Consolidated

990,089

1,050,210

Increase of60,121

116,472

90,682

Decrease of
25,790Business
Segment
Digital(Entertainment
Unit)
Toys and Hobby(Entertainment
Unit)

Change27

Digital Business of Entertainment Unit
As for the Digital Business, in network content, while major app titles such as the DRAGON BALL
series and ONE PIECE continued to show stable performance around the world due to ongoingmeasures for users, a new online game title fell far short of the plan. In home console games, newworldwide titles such as ARMORED CORE VI FIRES OF RUBICON and TEKKEN 8 were popular. In
overall home console games, the difference in the existing title product mix from the previous year,
when repeat sales of ELDEN RING made a significant contribution, had an impact on the results.
In the Digital Business, in addition to valuation losses related to a new online game title introduced
this fiscal year and other titles, a loss on disposal was recorded due to changes in the compositionof titles with a view to the next Mid-term Plan. Moving forward, we will build a well-balanced andoptimal title portfolio, strengthen the development system, and reinforce development to meetthe expectations of our fans with an emphasis on quality.
As a result, net sales in the Digital Business were 372,667 million yen (year-on-year decrease of
3.4%), and operating profit was 6,257 million yen (year-on-year decrease of 87.3%).
Description of Business
Planning, development, and distribution of network content; planning, development, andsales of home console games, etc.
Toys and Hobby Business of Entertainment Unit
As for the Toys and Hobby Business, while impacted by rising prices for raw materials and fuel, thebusiness continued to perform well due to efforts to expand product lineups in favorable
categories, advance global business development, strengthen production operations, and expand
touch points through real events and stores. Specifically, products for the mature fan base such asmodel kits of the Gundam series, collectible figures, and character lotteries continued to perform
favorably mainly due to the successful outcomes produced by sales, marketing, and expansion of
the product lineup. In addition, card products such as the ONE PIECE trading card game, capsuletoys, confectionery products, and food products contributed to business performance due to the
expansion of product lineups, target groups, and regions of operation, as well as the strengtheningof touch points with customers.
As a result, net sales in the Toys and Hobby Business were 509,880 million yen (year-on-yearincrease of 13.9%), and operating profit was 78,655 million yen (year-on-year increase of 32.1%).
Description of Business
Planning, development, production, and sales of toys, capsule toys, cards, confectionery
and foods, apparel, sundries, model kits, prizes, stationery, and other products

28

IP Production Business
As for the IP Production Business, in video production, we created and produced several new
products, including TV animation and theatrical productions. In the Gundam series, Mobile Suit
Gundam the Witch from Mercury attracted a new fan base and led to strong sales of the Groupʼs
products and services. In addition, the theatrical production Mobile Suit Gundam SEED FREEDOM
was supported by a wide range of fans and achieved the highest box-office results ever recorded
by a Gundam series theatrical release. In addition, the performance of activities such as licensing
businesses and video streaming related to video works, such as the Gundam series, the LoveLive!
series, IDOLiSH7, That Time I Got Reincarnated as a Slime, and BLUELOCK, was stable. Furthermore,
live events and Gundam Factory Yokohama, which captured inbound demand, performed well.
The overall business was affected by differences in the lineup of packaged products from theprevious year and higher production costs.
As a result, net sales in the IP Production Business were 82,468 million yen (year-on-year increaseof 0.9%), and operating profit was 10,048 million yen (year-on-year decrease of 5.6%).
Description of Business
Planning, production, and management of visual and music content such as animations;management and administration of copyrights and other rights; artist discovery anddevelopment; and live entertainment operations
Amusement Business
As for the Amusement Business, net sales for existing amusement facilities in Japan increased to103.0% year on year. In addition, the development of stores unique to Bandai Namco based oncollaboration with the Groupʼs products and services, such as Bandai Namco Cross Stores and
GASHAPON Department Stores, performed well. In the amusement machines business, sales of
the new “Mobile Suit Gundam Extreme Vs. 2 Overboost” and update kits for popular series werestrong. In addition, we continued our efforts to improve efficiency in consideration of changes inthe external environment, such as rising fuel prices.
As a result, net sales in the Amusement Business were 119,667 million yen (year-on-year increaseof 14.4%), and operating profit was 6,843 million yen (year-on-year increase of 13.3%).
Description of Business
Planning, development, production, and sales of amusement machines, and planning andoperation, etc. of amusement facilities

29

Other Businesses
Other Businesses consist of companies that conduct businesses such as logistics support andother kinds of administration and operational support for each of the Group companies. We havebeen making efforts to manage such operations related to group support in an efficient manner.
Net sales in the Other Businesses were 32,358 million yen (year-on-year increase of 3.3%), andoperating profit was 988 million yen (year-on-year decrease of 15.2%).
Description of BusinessBusinesses supporting the Units in such areas as distribution, logistics, and administrative
services

30

Sustainability Management

Sustainability: Connecting to smiles into the future
Based on the IP axis strategy, the Bandai Namco Group will work together with fans to advancesustainability activities that focus on the social issues that the Group should address.
The Bandai Namco Group has positioned our Purpose, “Fun for All into the Future,” as the ultimate
definition of the Group, and based on that Purpose, we have established a sustainability policy of
promoting activities that are unique to Bandai Namco utilizing the IP axis strategy. In order toimplement this policy, the Group is promoting sustainability activities having identified five themes thatparticularly require focused efforts as material issues (Important Themes).

Five Material Issues
Harmonious
Coexistence with
the Natural
Environment

Provision ofAppropriate
Products andServices

Appropriate
Utilization andProtection ofIntellectual
Property

Establishment ofWork
Environments
That Facilitate
Mutual Respect

Harmonious
Coexistence with
Communities

Targets for Decarbonization
TargetBy 2050:
Reduce the amount ofenergy-related carbon
dioxide emissions at
Group business sites(offices, owned plants,
directly operated
amusement facilities,etc.) to net-zeroMid-term
targetBy 2030:
A 35% reduction
compared with fiscal
year ended March 2020
in energy-related
carbon dioxide
emissions at Groupbusiness sites

31

Current
main
initiatives

Further promotion ofenergy-saving measures,
introduction ofrenewable energy, andstart measures toaddress Scope 3
emissionsSustainability Activities Using IP

The Bandai Namco Group is promoting sustainability activities to realize a sustainable society together
with our fans based on the IP axis strategy.
In the Gundam series, since fiscal year ended March 2022, we have implemented the Gunpla Recycling
Project, which aims to create a recycling-oriented society by collecting the runners (disposable framesthat hold model kits parts) from Gundam series model kits, known as Gunpla. With the cooperation offans, runners collected at amusement facilities throughout Japan are transported to the Bandai Hobby
Center, a model kits production factory, where a portion is used as materials for proof-of-concept tests
to realize chemical recycling, and the rest is recycled through material recycling and thermal recycling.
In addition, we are promoting Operation Gundam R (Recycle), which is an activity aimed at raisingattention to recycling through Gundam. We distributed Ecopla, model assembly kits made fromrecycled runners, for free and collected runners at the same time. In this fiscal year, events were held in
62 locations in 47 prefectures throughout Japan, with a cumulative total of more than 250,000 fansparticipating.
In the IDOLM@STER series, Houkago Climax Girls, which is affiliated with 283 Productions, was the focusof PR initiatives related to plastic recycling as a collaborative initiative between THE IDOLM@STER SHINYCOLORS and the Ministry of the Environment from April to August 2023. In Agenda 283, an in-game event
scenario, participants implement initiatives to support nature and plastic recycling while studying anddiscussing the issue of plastic garbage in the oceans through regional clean-up activities.
In the PAC-MAN IP, which is loved around the world, we are participating in the “Green Game Jam”
organized by the United Nations Environment Programme (UNEP) through the PAC-MAN game app for
smartphones. In addition, we held an in-game event, “Play for the Forest,” aimed at communicating theimportance of reforestation, and we also call for contributions to tree-planting activities through Ecosia,
a search engine that uses ad revenue from searches to plant trees.
For the latest information on the Groupʼs sustainability and initiatives, please
visit the sustainability section on our website.

32

(iii) Capital Expenditures
In this fiscal year, the Group carried out 38,325 million yen in capital expenditures; the funds
were primarily used for investments in the manufacturing of molds associated with the productionof new products and in amusement facilities and machines.
(iv) Financing
There are no matters to be noted.
(v)

Status of Significant Corporate Restructuring

There are no matters to be noted.
(vi) Principal Lenders (As of March 31, 2024)
Lenders

Amount¥489 million¥100 million¥100 million

Mizuho Bank, Ltd.
MUFG Bank, Ltd.
Sumitomo Mitsui Banking Corporation33

(2) Status of Assets and Profits & Losses for the Previous Three Fiscal Years
Fiscal YearClassification
Net sales(Millions of yen)
Operating profit(Millions of yen)
Recurring profit(Millions of yen)
Profit attributableto owners of parent

16th Fiscal Year
(Year Ended
March 31, 2021)

17th Fiscal Year
(Year Ended
March 31, 2022)

18th Fiscal Year
(Year Ended
March 31, 2023)

19th Fiscal Year
(Year Ended
March 31, 2024)(This Fiscal Year)740,903889,270990,089

1,050,210

84,654125,496

116,472

90,682

87,612

133,608

128,006

104,164

48,89492,752

90,345

101,493¥74.19¥140.70¥136.88¥153.85732,782

862,650926,358

971,838

511,433

584,233

652,133

699,823¥774.66¥884.94¥987.58¥1,069.29(Millions of yen)
Basic earnings per
share
Total assets(Millions of yen)
Net assets(Millions of yen)
Net assets per
share(Notes) 1. The Company conducted a share split with a ratio of three shares for every one commonshare on April 1, 2023. Basic earnings per share and net assets per share were calculated
assuming that the share split was conducted at the beginning of the 16th fiscal year (yearended March 31, 2021).
2. The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ
Statement No. 29, March 31, 2020) and other relevant ASBJ regulations from the beginningof the 17th fiscal year (year ended March 31, 2022), and these standards have been applied
to the figures for the 17th fiscal year and thereafter.

34

(3) Issues to be Addressed
We will deal with various issues that we should address to achieve continued medium- to longterm growth by working across the Group as one under the ALL BANDAI NAMCO concept to implement
our priority strategies, namely the IP axis strategy, personnel strategy, and sustainability, based on
the Mid-term Vision of “Connect with Fans” under the Mid-term Plan that has been promoted sinceApril 2022.
(i)

Issues to be Addressed Group-wide

To Fulfill our Corporate Social Responsibility<Putting our Purpose, “Fun for All into the Future,” into practice>
The Group has established our new Purpose, “Fun for All into the Future,” as the ultimate
definition of the Group, conveying the reason for our existence, why we conduct our businesses
and corporate activities, and the meaningfulness we derive from working at Bandai Namco Group.
We aim to create “Fun for All into the Future” together by connecting Bandai Namco and all
stakeholders such as IP fans around the world, all partners, Group employees and society throughdreams, fun and inspiration. Going forward, we as management will communicate regarding theGroupʼs Purpose using various opportunities to deepen the understanding thereof among Group
employees and to put our Purpose into practice through our business and actions.
<Initiatives for sustainability>
The Group has set out the Bandai Namco Group Sustainability Policy in order to continue toprovide dreams, fun and inspiration through entertainment to fans around the world and will work
together with fans to promote initiatives for the realization of a sustainable society. In our Mid-term
Plan, in which we have designated sustainability as one of our priority strategies, we will promotea detailed action plan to work on the material issues that we have identified as social issues thatshould be addressed by the Group.
In addition, the Group has established the Bandai Namco Group Compliance Charter as a codeof conduct to be complied with by all Group employees. Furthermore, we consider respecting thehuman rights of all stakeholders involved in our business activities to be a corporate responsibility
and have established the Bandai Namco Group Human Rights Policy. In accordance with theseprinciples, the “Group Sustainability Committee” and the “Group Sustainability Subcommittee,”which promotes sustainability activities, as well as the “Group Risk Compliance Committee,” the“Group Information Security Committee,” and the “Internal Control Committee,” which promote
the strengthening of compliance, information security, and internal control, respectively, holdmeetings and have been striving to continuously implement a range of initiatives such as measures
to address various issues, enhancement of the Groupʼs structures, and educational activities toraise awareness in the Group.
<To build a stable revenue base>In order to strengthen a stable revenue base in a rapidly changing market, the Group is
promoting management that prioritizes portfolio balance based on a variety of IP and a broad
range of business categories. By strengthening our stable revenue base, we will conduct
investments and take on challenges for medium- to long-term growth and will create and develop
new IP and businesses.
To Further Strengthen the IP Axis Strategy
The Group strives to further accelerate the evolution of its IP axis strategy in order to respond tovarious changes in the environment such as the changes in the distribution and media fields, thewidespread penetration of networks, increasingly diverse platforms, technological improvements,
and intensifying competition in the global market.

35

With regard to the creation of new IP, the IP Production Unit will strengthen its creation andproduction abilities for IP that originates from its visual and music products and live events. We
will also strengthen our capability for new IP creation in various ways including the creation of
product and service-originated initiatives, Group collaboration initiatives, the utilization of the“Bandai Namco Content Fund,” which invests with a focus on overall optimization, andcollaboration with external partner companies and creators. Within the IP axis strategy, we willdevelop an IP Metaverse as a new initiative to connect with fans on a broader, deeper, and more
multifaceted level and will build relationships between Bandai Namco and fans, as well as
amongst fans themselves, over a long period of time.
To maximize IP value, we will collaborate openly with all partners from a long-term perspective
and promote initiatives to maximize our business and expand the potential of our IP. For IPs that
expand across regions and businesses, we will endeavor to maximize IP value through Group-wide
projects. Under the Mid-term Plan, we will make strategic investments to promote various
initiatives to maximize IP value.
Furthermore, in promoting the IP axis strategy, in order to properly utilize and protect IP, theGroup will coordinate with external partner companies and government administrations to
conduct various educational activities and promote measures against IP infringement.
To Expand our Business in the Global Market
We believe it is crucial to achieve business expansion in the global market in order for the Groupto maintain continued medium- to long-term growth. To work together and advance our strategies
under the ALL BANDAI NAMCO concept in regions worldwide, we have implemented initiatives
such as organizational restructuring and the consolidation of business locations in each region andhave worked to build our businesses under this structure. We will particularly focus on North
America and inland China and will take steps to further bolster collaboration among businesses,
in addition to which we use Group-wide projects to work on IPs that expand worldwide. Moreover,the Group will strengthen its IP portfolio through such measures as developing IP originating ineach region in addition to the overseas distribution of IP products and services originating in Japan.
Furthermore, with the aim of developing global human resources, the Group will promote
development through not only recruitment of diverse human resources but also personnel
exchanges and training across regions and businesses.
To Respond to Advances and Changes in Technology
Advances in technology have caused more diversification in the options concerning
entertainment and speedier changes in preferences and lifestyles of customers, as well as
increasingly intense competition on a global scale. The Group will proactively work on new value
creation, response to new platforms, and business model reforms according to preferences andlifestyles of customers, without being bound by traditional business models. The Group, will not
limit these efforts to its own confines, and instead promote them by coordinating closely withworldwide partner companies, creators, etc.
To Ensure that Diverse People Can Thrive in the GroupIn accordance with our Purpose, “Fun for All into the Future,” the Group strives to be a corporategroup with “Same Spirit, Diverse Talents,” where diverse people with different skills, individual
characteristics and values can thrive. We have always focused on recruiting and promoting diverse
individuals regardless of whether they are new graduates or mid-career hires and regardless ofgender, age, nationality, race, religion, or sexual orientation, in addition to which we have focusedon developing systems and environments that enable a diverse array of people to thrive and work36

in a way that is both physically and mentally healthy. In addition, we will actively promotecollaboration and cooperation with people outside the Company.

37

(ii)

Issues Specific to Each UnitEntertainment Unit
<Digital Business>
This Unitʼs industry is facing issues that include “increasingly diverse platforms,” “technologicalimprovements of networks, etc.,” “increasingly diverse customer needs” and “lengthening
development periods and rising costs for investment.” To address these issues, in the developmentof products and services, this Unit is developing titles carefully selected with a strong emphasis on
quality and strengthening the review system for development titles and the management ofdevelopment resources. It will target long-term development through continuous measures tocontinue connecting with customers, including the offering of value even after release throughupdates and additional content and the holding of events. In addition, it will offer titles suited tothe characteristics of each platform and use new platform launches as opportunities to capture
new customers. It will also endeavor to create entertainment and business models that respondto increasingly diverse customer needs and technological improvements, over and above theboundaries of existing operations and products and services. In addition, it will work on
strengthening the network with internal and external studios and operating investment funds forpartnering with startups, as well as further strengthen technological research, in order to enable aswift response to technological advances, environmental changes, and new platforms.
<Toys and Hobby Business>
This Unitʼs industry is facing issues such as a “shrinking Japanese market due to the fallingbirthrate,” “increasingly diverse customer needs,” “geographic concentration of productmanufacturing” and “increases in the cost of raw materials and fuel.” This Unit is addressing theseissues by aiming to take a dominant position as No. 1 in the industry in Japan, working at
expanding its target demographic and creating new businesses. Overseas, it will continue to aim
for medium- to long-term growth by implementing initiatives such as expanding the business in
products for the mature fan base (adults), card products and others, broadening the IP portfolio,
expanding sales channels, and strengthening e-commerce sales. In addition, on the development
and production side, through improvements in the value chain, this Unit will work to makeproduction operations more efficient and to make its product development more competitive interms of speed and quality, along with price competitiveness. This Unit is also taking extensive
steps to ensure compliance with the applicable laws and regulations, the quality and safety
standards, etc. set by the industry, and other standards by enhancing quality and safety andoptimizing the work environment through various initiatives including the establishment of ourown quality standards and the implementation of periodic integrated quality audits and CoC (Codeof Conduct) audits on overseas final packing factories. This Unit is expanding its own production
facilities to meet growing demand in the global market, and in addition, it strives for a wide
distribution of geographic locations for contracted manufacturing on the strict precondition ofalways assuring quality standards.
IP Production Unit
This Unitʼs industry is facing issues such as “intensification of competition in IP creation” and“developing and securing excellent human resources.” To address these issues, this Unit isconsolidating its visual, music, and live event know-how and functions through restructuring theorganizations within the Unit to strengthen the more diverse capabilities to create IP which enable
it to produce a synergy effect through collaboration not only within the Unit but also with various
businesses of the Group and external partners. In addition, it will invest aggressively in enhancing
our visual production and production technologies, improve the environment and structure of
production sites, developing creators, and strengthen collaboration between our partners, bothinternal and external, and creators. Furthermore, in response to the growing popularity of38

Japanese IP in the global market, this Unit is creating IP with a view to global deployment andexpanding the regions where it is made available. It will also work to create new entertainmentthat fuses visuals, music, and live events and digital technology.
Amusement Unit
This Unitʼs industry is facing issues such as “increasingly diverse customer needs,”“intensification of changes in the environment” and “increases in the cost of raw materials andfuel.” To address these issues, in the facilities business and the amusement machines business, it
is conducting a uniquely Bandai Namco style of business development in such ways as utilizing IP
along with the products and services of the Group and is promoting development in a more unified
manner with the Groupʼs other businesses. In addition, it will work to make its operations more
efficient and thereby strive to build a stable business foundation to generate earnings stably. As
the Groupʼs important point of contact with customers under the IP axis strategy, the Unit will also
fulfill the role of selling the products and services of the Group, promoting IP and collecting
information on customer needs.
We ask for our shareholdersʼ further assistance and guidance.

39

(4)

Important Parent Company and Subsidiaries (As of March 31, 2024)(i)

Status of the Parent Company
Not applicable.

(ii)

Important Subsidiaries

Name of Company
Bandai Namco
Entertainment Inc.

BANDAI CO., LTD.

Ownership
Ratio

Capital¥10,000 million¥10,000 million

Description of Principal Business100.0%

Planning, distribution, and sales ofentertainment content such as network
content and home console games

100.0%

Planning, development, production, andsales of toys, capsule toys, cards, candy
toys, confectionery and foods, apparel,sundries, etc.

Bandai Namco
Filmworks Inc.

¥300 million

100.0%

Planning, production, and sales of visualcontent such as animations and visualrelated services; management andadministration of copyrights and otherrightsBandai Namco
Amusement Inc.

¥100 million

100.0%

Planning, development, operation andsales of facilities, machines and services
related to real entertainment

Bandai Namco
Holdings USA Inc.

US$ 10100.0%

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

100.0%

Business holding company as regional
headquarters in continental Europe
Planning, development, sales, anddistribution of home console games andnetwork content

Bandai Namco
Holdings Asia Co.,Ltd.

HK$ 255,282 thousand

100.0%

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

Bandai Namco
Holdings China Co.,Ltd.

RMB 189,964 thousand

100.0%

Pure holding company as regional
headquarters in China£ 60,000 thousand

100.0%

Pure holding company in the United
Kingdom

Bandai Namco
Europe S.A.S.

Bandai Namco
Holdings UK Ltd.

(Note) There are no specified wholly owned subsidiaries at the end of this fiscal year.

40

(5)

Principal Business Offices of the Group (As of March 31, 2024)(i)

The Company
Head Office(ii)

5-37-8 Shiba, Minato-ku, Tokyo

Principal Subsidiaries

Bandai Namco Entertainment Inc.
BANDAI CO., LTD.
Bandai Namco Filmworks Inc.
Bandai Namco Amusement Inc.
Bandai Namco Holdings USA Inc.
Bandai Namco Europe S.A.S.
Bandai Namco Holdings Asia Co., Ltd.
Bandai Namco Holdings China Co., Ltd.
Bandai Namco Holdings UK Ltd.
(6)

Minato-ku, Tokyo
Taito-ku, Tokyo
Suginami-ku, Tokyo
Minato-ku, Tokyo
California, U.S.A.
Lyon, France
Hong Kong, China
Shanghai, China
London, U.K.

Outline of Employees (As of March 31, 2024)(i)

Employees of the Group
Business Segment

Number of
Employees

Change from the End ofPrevious Fiscal Year

Digital Business of
3,712
(702)
Increase of 194(Decrease of 7)
Entertainment Unit
Toys and Hobby Business of
3,804(2,451)
Increase of 188(Increase of 127)
Entertainment Unit
IP Production Business
1,042
(44)
Increase of 67(Decrease of 4)
Amusement Business
1,639(6,136)
Increase of 111(Increase of 628)
Other Businesses
856
(914)
Increase of 35(Increase of 12)
Corporate (Common)
106(1)
Increase of 1
(Increase of 1)
Total
11,159(10,248)
Increase of 596(Increase of 757)
(Notes) 1. The number of employees refers to the employees actually at work.
2. The average numbers of temporary personnel employed for this fiscal year are presented
separately in parentheses.
3. The number of employees listed for “Corporate (Common)” is the number of employees in
the administration sectors, etc. of the Company, Bandai Namco Holdings USA Inc., Bandai
Namco Europe S.A.S., Bandai Namco Holdings Asia Co., Ltd., Bandai Namco Holdings China
Co., Ltd., and Bandai Namco Holdings UK Ltd.
(ii)

Employees of the Company

Change from the End
Average Years of
Average Ageof Previous Fiscal Year
Service41 (–)
Decrease of 2 (–)
47.2
19.9
(Notes) 1. The number of employees refers to the employees actually at work.
2. The average number of temporary personnel employed for this fiscal year is presented
separately in parentheses.
3. In calculating the average years of service, with respect to the employees who havetransferred from other Group companies to the Company, the aggregate number of each
employeeʼs years of service at each company is used for calculation.
Number of Employees

41

(7) Other Important Matters of the GroupNot applicable.

422. Current Status of the Company(1) Status of Shares (As of March 31, 2024)(i)

Total Number of Shares Issuable:

2,500,000,000 shares(ii) Total Number of Issued Shares:

666,000,000 shares(iii) Number of Shareholders:

57,716 (Increase of 18,893 from the end of the previous
fiscal year)(iv) Major Shareholders (Top 10 Shareholders)Number of
Shares Held

Shareholding Ratio(%)

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

130,153,500

19.89

Custody Bank of Japan, Ltd. (Trust account)

61,572,000

9.41

JP MORGAN CHASE BANK 380815

32,837,100

5.02

XIL, LTD.

18,000,000

2.75

Kyoko Nakamura

16,353,300

2.50

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

13,758,300

2.10

MAL Ltd.

13,200,300

2.02

GIC PRIVATE LIMITED - C

11,822,800

1.81

STATE STREET BANK WEST CLIENT-TREATY 505234

11,647,706

1.78

Nintendo Co., Ltd.

11,537,100

1.76

Name of Shareholders(Notes) 1. The shareholding ratio is calculated after deducting the number of shares oftreasury shares (11,614,499 shares).
2. Out of the above number of shares held, the numbers of shares relating to the trust
business are as follows:
The Master Trust Bank of Japan, Ltd. (Trust account)
128,443,500 shares
Custody Bank of Japan, Ltd. (Trust account)
58,808,200 shares
The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust. MUFG Bank,
13,758,300 sharesLtd. account)
3. The 13,758,300 shares owned by The Nomura Trust and Banking Co., Ltd.
(Retirement and severance benefits trust. MUFG Bank, Ltd. account) were the sharesof BANDAI CO., LTD. that were owned by UFJ Bank (currently MUFG Bank, Ltd.),
entrusted for retirement and severance benefits. Those shares were exchanged with
the Companyʼs shares through the share transfer on September 29, 2005, and MUFG
Bank, Ltd. directs the exercise of the voting rights pertaining to those shares.

43

(v) Status of Shares Delivered to Officers as Consideration for Their Execution of Duties During
This Fiscal YearThe details of share compensation delivered during this fiscal year are as follows:- Total number of shares delivered to Directors and other officers

Directors(excluding Audit &Supervisory Committee
Members)

Directors (excluding
Outside Directors)
Outside Directors

Directors (Audit & Supervisory Committee
Members)44

Number of Shares

Number of Officers
Eligible for Delivery

26,200

3

–

–

–

–

(vi) Other Important Matters of Shares
At the Board of Directors Meeting held on February 29, 2024, the Company approved aresolution on matters relating to the purchase of treasury shares pursuant to the provisionsof Article 156 of the Companies Act as applied by replacing the relevant terms pursuant to theprovisions of Article 165, paragraph (3) of that Act, and the Company acquired shares asfollows.
1. Class of shares acquired

Common shares

2. Total number of shares acquired

6,000,000 shares

3. Value of shares acquired

17,237 million yen

4. Acquisition period

March 1, 2024 to March 14, 2024

5. Acquisition method

Market purchases on the Tokyo Stock Exchange

6. Reason for the acquisition

The Bandai Namco Group recognizes that
improving capital efficiency and strengthening its
financial structure are important management
issues in order to improve corporate value over the
medium to long term. The Company purchased
treasury shares in order to improve capitalefficiency through the effective use of assets held
and to implement a flexible capital policy,
including a return to shareholders, in response tochanges in the business environment.

45

(2) Officers of the Company(i)

Directors (As of March 31, 2024)
Title

Name

President andRepresentative Director
Director

Masaru Kawaguchi

Director

Nobuhiko Momoi

Director

Nao Udagawa

Director

Kazuhiro Takenaka

Director

Makoto Asanuma

Director

Hiroshi Kawasaki

Director

Shuji Ohtsu

Director

Toshio Shimada

Director

Koichi Kawana

Yuji Asako

Director (Full Time Audit & Masataka Nagaike
Supervisory Committee
Member)Director (Full Time Audit & Toru Shinoda
Supervisory Committee
Member)Director (Audit & Supervisory Satoko Kuwabara
Committee Member)

Responsibilities in the Company and
Major Concurrent Positions
Group CEO, Member of the Personnel Committee
CFO, CISO, and CSO (Chief Sustainability Officer) incharge of Corporate Planning Division and Group
Administrative Headquarters
General Manager of Group Business Strategy
Department
President and CEO of Bandai Namco Holdings USA Inc.
In charge of Digital Business of Entertainment Unit
President and CEO of Bandai Namco Entertainment
Inc.
In charge of Toys and Hobby Business of Entertainment
Unit
President and CEO of BANDAI CO., LTD.
In charge of IP Production Unit
President and CEO of Bandai Namco Filmworks Inc.
In charge of Amusement Unit
President and CEO of Bandai Namco Amusement Inc.
President and CEO of
Bandai Namco Amusement Lab Inc.
CIO, in charge of Bandai Namco Business Arc Inc.
President and CEO of
Bandai Namco Business Arc Inc.
President and CEO of
Bandai Namco Will Inc.
Chairperson of the Independent Directors Committee
and Chairperson of the Personnel Committee
Special Advisor of CAC Holdings Corporation
Outside Director of AEON DELIGHT CO., LTD.
Member of the Independent Directors Committee andMember of the Personnel Committee
Outside Director of TOKYO ELECTRON DEVICE LIMITED
External Director of ispace, inc.
Outside Director of KUBOTA Corporation
Director and Chairman of RENOVA, Inc.

Member of the Independent Directors Committee
Certified Public Accountant
Member of the Independent Directors Committee andMember of the Personnel Committee
Attorney-at-Law, Partner of GAIEN PARTNERS
Outside Auditor of Unicafe Inc.
Outside Director of Mitsubishi UFJ Financial Group, Inc.
Outside Director (Audit & Supervisory Committee
Member) of Nippon Yusen Kabushiki Kaisha

46

Responsibilities in the Company and
Major Concurrent Positions
Director (Audit & Supervisory Takayuki Komiya
Member of the Independent Directors Committee
Committee Member)
Certified Public Accountant
Certified Public Tax Accountant(Notes) 1. For the purpose of collecting information and increasing the effectiveness of audits, theCompany has appointed full-time Audit & Supervisory Committee Members, who shall,among other things, continuously and effectively attend important meetings other than the
Board of Directors Meeting.
2. Directors Toshio Shimada and Koichi Kawana and Directors (Audit & Supervisory Committee
Members) Toru Shinoda, Satoko Kuwabara, and Takayuki Komiya are Outside Directors.
3. Director (Full Time Audit & Supervisory Committee Member) Toru Shinoda is a certified
public accountant and has considerable knowledge of finance and accounting.
4. Director (Audit & Supervisory Committee Member) Satoko Kuwabara is an attorney-at-law
and has highly professional knowledge of corporate legal affairs and compliance. Her namein the family register is Satoko Ohta.
5. Director (Audit & Supervisory Committee Member) Takayuki Komiya is a certified public
accountant and a certified public tax accountant and has considerable knowledge of financeand accounting.
6. The Company has appointed all of its Outside Directors, Toshio Shimada, Koichi Kawana,
Toru Shinoda, Satoko Kuwabara, and Takayuki Komiya, as independent officers as definedin the rules of the Tokyo Stock Exchange and has filed therewith the notification regarding
their appointments.
Title

(ii)

Name

Summary of Contracts Concerning Limited Liability

Not applicable.
(iii) Summary of the Contents of the Indemnification Agreement
Not applicable.
(iv) Summary of the Contents of the D&O Insurance Policy
The Company concluded an insurance policy with an insurance company, under which Directors,
Audit & Supervisory Board Members, Executive Officers, and those in a managerial or supervisory
position of the Company and its subsidiaries are the insureds and the purpose of which is tocompensate for damage arising from damages under law and court costs incurred by the insureds
due to claims for damages filed by shareholders or third parties. The full amount of the insurance
premiums is borne by the Company. However, there are some exemptions such as that nocompensation is to be made if damage is caused by an act committed with the knowledge thatsuch act violates a law or regulation.
(v)

Directors and Audit & Supervisory Board Members Who Retired or Were Dismissed During
This Fiscal Year

Not applicable.

47

(vi) Remuneration, etc. Paid to Directorsa.

Total Amount of Remuneration, etc., Paid During This Fiscal Year
Total
AmountFixed Remuneration
Variable Remuneration
Monetary Compensation
Non-monetary
Compensation
Base Remuneration Performance-based Performance-based
Bonuses
Share Compensation
Number of
Total
NumberTotal Number of Total
PeopleAmount of People Amount People Amount(Millions ofyen)

Directors (excluding
Audit & Supervisory
Committee
Members)(Outside Directors)
Directors (Audit &Supervisory
Committee
Members)(Outside Directors)
Total(Outside Officers)(Millions ofyen)(Millions ofyen)(Millions of
yen)

404

6

253

3

66

3

84

(33)

(2)

(33)

(–)

(–)

(–)

(–)

86

4

86

–

–

–

–

(58)
490
(91)

(3)
10
(5)

(58)
339
(91)

(–)
3
(–)

(–)
66
(–)

(–)
3
(–)

(–)
84
(–)

(Notes) 1. There are no employees serving as Directors.
2. At the Seventeenth Ordinary General Meeting of Shareholders held on June 20, 2022, it was
resolved that the remuneration limit for Directors (excluding Audit & Supervisory
Committee Members) would be 1.0 billion yen per fiscal year (including a maximum of 100
million yen for Outside Directors), of which 450 million yen would be for base remunerationand the remaining 550 million yen would be for cash bonuses. It was also resolved that, in
addition to that remuneration limit, the Company would provide monetary compensation
claims for granting common shares of the Company and cash as performance-based sharecompensation, with an upper limit that would be the amount obtained by multiplying
45,000 shares by the Delivery Share Price per fiscal year. The number of Directors as of theclose of the Ordinary General Meeting of Shareholders was 10 (including two Outside
Directors). At the Seventeenth Ordinary General Meetings of Shareholders held on June 20,
2022, it was resolved that the remuneration limit for Audit & Supervisory Committee
Members shall be 200 million yen per year. The number of Audit & Supervisory Committee
Members as of the close of the Ordinary General Meeting of Shareholders was four(including three Outside Audit & Supervisory Committee Members).
3. The above-mentioned “Delivery Share Price” is the closing price of common shares of theCompany on the Tokyo Stock Exchange on the business day immediately preceding the dateof the resolution at the Board of Directors Meeting to deliver the Companyʼs common shares
related to the performance-based share compensation plan to be held within two months
from the date of the ordinary general meeting of shareholders pertaining to the evaluation
fiscal year (if the Companyʼs shares were not traded on that day, the closing price on the last
day the shares were traded prior to that).
4. The performance-based share compensation portion of the amount of remuneration, etc.
shown in the above table shall be calculated based on the closing price of the commonshares of the Company on the Tokyo Stock Exchange on March 29, 2024, and when making
actual payment, the Delivery Share Price will be applied.

48

5. Each Director contributes a fixed proportion of the base remuneration shown in the abovetable to the shareholding association for directors and officers to purchase the Companyʼsshares and continues to hold such shares during his or her term of office.
6. The performance-based share compensation shown in the above table is stated in theamount recorded as expenses in this fiscal year, 50% of which is planned to be paid in the
Companyʼs common shares (as monetary compensation claims for the granting thereof)
and the remaining 50% of which is planned to be paid in cash.
7. The Company conducted a share split with a ratio of three shares for every one commonshare on April 1, 2023. Accordingly, each of the upper limits for the performance-based sharecompensation stated in Note 2 has been changed to the amount obtained by multiplying
135,000 shares by the Delivery Share Price per fiscal year, taking this share split into account.
b.

Policy and Procedures for Determining Remuneration, etc. for Directors
The details of the policy for determining remuneration, etc. for Directors are as follows:(i)

Basic policy

The basic policy of the remuneration system for Directors (excluding Audit & Supervisory
Committee Members and Outside Directors) of the Company is to create a remuneration
framework that promotes the Companyʼs continuous growth and improves the Companyʼs
corporate value over the medium to long term by promoting the sharing of values withshareholders, ensuring objectivity and transparency so that the Company can adequately
fulfill its accountability obligations, and fostering a healthy sense of entrepreneurship in the
Directors while taking into account the level of remuneration that will enable the Company
to secure and retain top-grade personnel. Specifically, the remuneration frameworkcomprises the base remuneration as fixed remuneration and performance-based bonuses
and performance-based share compensation as variable remuneration.
Remuneration for Directors, Audit & Supervisory Committee Members and Outside
Directors of the Company comprises base remuneration only, considering their duties. The
amount of remuneration for each of the Directors, Audit & Supervisory Committee Members
is determined by deliberation among the Directors, Audit & Supervisory Committee Members,
and the amount of remuneration for each Outside Director excluding Directors, Audit &Supervisory Committee Members is determined by the Board of Directors.
(ii)

Fixed remuneration (base remuneration)

The base remuneration for Directors (excluding Audit & Supervisory Committee Members)of the Company is monthly fixed remuneration paid in cash, and paid within a specific time
period every month with the limit of 450 million yen per year (including 100 million yen peryear for Outside Directors). In addition, Directors (excluding Audit & Supervisory Committee
Members and Outside Directors) of the Company contribute a fixed proportion of the baseremuneration to the shareholding association for directors and officers to purchase theCompanyʼs shares.
The base remuneration for Directors, Audit & Supervisory Committee Members of theCompany is monthly fixed remuneration paid in cash, and paid within a specific time period
every month with the limit of 200 million yen per year.
(iii)

Variable remuneration (performance-based bonuses and performance-based sharecompensation)

As for variable remuneration for Directors (excluding Audit & Supervisory Committee
Members and Outside Directors) of the Company, both performance-based bonuses andperformance-based share compensation use consolidated operating profit of the Group as49

an indicator with the aim of directly reflecting the evaluation of management efforts by the
management team of the Group in the amount of remuneration to be paid.
Performance-based bonuses
Performance-based bonuses of the Company are calculated within a range of 0% to 200%of the predetermined base amount based on the rates of achievement of the Mid-term Plan
targets, fiscal year targets, and year-on-year targets for the Groupʼs actual consolidated
operating profit, for each fiscal year, with the payment ratio changing within that range
depending on the results of sustainability evaluations. If any of the rates of achievement is
50% or lower, performance-based bonuses will not be paid. The amount of performancebased bonuses will be determined within a limit of the smaller of (i) 550 million yen per year
as the limit for cash bonuses or (ii) 1.5% of the “profit attributable to owners of parent for theperiod,” and will be paid within a specific time period every year after the end of the relevant
fiscal year.
Sustainability evaluations are conducted for the purpose of motivating the eligible
directors to address sustainability, and the evaluations are determined by the Board of
Directors by examining factors such as the results of activities for the Groupʼs initiatives inline with its material issues (including initiatives for decarbonization) and indicators relating
to employee engagement after deliberation by the Personnel Committee, which is an
optional committee chaired by an independent Outside Director and of which a majority ofthe members are independent Outside Directors.
Performance-based share compensation
The performance-based share compensation of the Company (which corresponds toprofit-related remuneration prescribed in the Corporation Tax Act) is to be paid only if theconsolidated operating profit of the Group is 75 billion yen or more, and the payment ratio
will be 100% if the consolidated operating profit reaches 125 billion yen (the target for thelast fiscal year under the Mid-term Plan). Whether compensation is paid or not and the levelof compensation are determined in each fiscal year. Under the framework, the number ofreference share units is predetermined for each officer rank, and shares of common sharesof the Company and cash corresponding to the number of payment share units, which are
finalized based on the degree of attainment of the consolidated operating profit target, will
be delivered or paid. Furthermore, the performance-based share compensation will be paid
within two months from the day following the day on which an ordinary general meeting ofshareholders is held for the relevant fiscal year.
(iv)

Remuneration structure

The Company determines the structure of the remuneration for its Directors (excluding
Audit & Supervisory Committee Members and Outside Directors) by verifying the level of
remuneration based on its performance results and objective benchmarks for the
managementʼs remuneration obtained from external specialist organizations andcomprehensively taking into consideration the ratio of fixed remuneration to variable
remuneration in the annual total remuneration and the proportion of medium- to long-term
remuneration in variable remuneration. If the target for the last fiscal year under the Midterm Plan is achieved, the ratio of fixed remuneration to variable remuneration in the annual
total remuneration will be about 40 to 60, and the proportion of share compensation, that is,
the sum of the amount contributed to the shareholding association for directors and officers(i.e., a fixed proportion of the base remuneration) and performance-based sharecompensation, will be approximately 40% of annual total remuneration.
(v)

Procedures for determining remuneration

50

The policy, framework, and performance-based mechanism for remuneration for
Directors (excluding Audit & Supervisory Committee Members and Outside Directors) of theCompany will be determined by the Board of Directors after deliberation by the Personnel
Committee, which is an optional committee chaired by an independent Outside Director andof which a majority of the members are independent Outside Directors, in order to seek theappropriate involvement and advice of the Outside Directors.
c.

Business Performance Targets, Results, and Payment Ratio, etc. Concerning Variable
Remuneration for This Fiscal YearThe baseline business performance targets for consolidated operating profit for
determining performance-based bonuses were set at 113,071 million yen for the Mid-term
Plan target (the business performance corresponding to an achievement rate of 100%),
125,000 million yen for the fiscal year target, and 116,472 million yen for the year-on-yeartarget.
Consolidated operating profit for the fiscal year ended March 31, 2024 was 90,682 million
yen, and the payment ratio for the portion based on an evaluation of the consolidated
operating profit of the Group, which was calculated based on the achievement rates of thebaseline business performance targets for this fiscal year as described above in “b. Policy andProcedures for Determining Remuneration, etc. for Directors (iii) Variable remuneration(performance-based bonuses and performance-based share compensation),” was 52.9%. In
addition, sustainability evaluations for determining changes in the payment ratio weredeliberated and performed by the Personnel Committee (an optional committee chaired byan independent Outside Director and of which a majority of the members are independent
Outside Directors) based on the results of activities for the Groupʼs initiatives in line with its
material issues (including initiatives for decarbonization), as well as the performance andprogress of indicators relating to employee engagement, etc. Based on that evaluation, thepayment ratio was increased by 2.0%, resulting in a final payment ratio for performancebased bonuses of 54.9%.
The baseline business performance target for consolidated operating profit for
determining performance-based share compensation was set at 125,000 million yen.
Based on the achievement rate for consolidated operating profit for the fiscal year ended
March 31, 2024, the payment ratio for performance-based share compensation was 54.2%.

d.

Reason Based on Which the Board of Directors Determined That Composition of
Remuneration, etc. of Individual Directors for This Fiscal Year Is Consistent with the
Determination Policy
When determining the composition of remuneration, etc. of individual Directors, thePersonnel Committee, an optional committee chaired by an independent Outside Director
and of which a majority of the members are independent Outside Directors, has examined
the original proposal from diverse viewpoints, including consistency with the determination
policy, and the Board of Directors has respected the opinion of the Committee and considers
that the composition of that remuneration, etc. is consistent with the determination policy.

(vii) Matters Concerning Outside Officers
a. Status of Major Concurrent Positions of Other Companies, etc. and Relationships Between
Those Companies, etc. and the Company
Major concurrent positions of outside officers are as stated in “(2) Officers of the Company (i)Directors” above.
Moreover, there are no special relationships between the Company and the entities with which51

outside officers have concurrent positions.

52

b. Main Activities in This Fiscal Year
(Directors (excluding Audit & Supervisory Committee Members))NameToshioShimadaBoard of Directors Meetings(Held 18 times)
Number of
Meetings
Attendance Rate
Attended18

Main Activities (Including Overview of Duties
Performed Regarding Expected Roles)
We expect that he will utilize the insight gained fromhis experience of being involved in management as
the head of a company and his extensive knowledge
in digital technology to fulfill a role in which, from an
objective standpoint independent of the
management team, he proactively provides advice ina variety of contexts, including the formulation ofmanagement strategy, digital transformation (DX)strategy in particular, of the Company, and drives
decision-making on the appointment andremuneration of the management team membersthat is based on objective and reasonableevaluations of their business performance.

100.0%

During this fiscal year, he fulfilled the expected roles
and provided advice at Board of Directors meetings,
etc. In addition, he attended the Personnel
Committee meetings held in this fiscal year as thecommittee chairperson and was involved indeliberations regarding the appointment andremuneration of the management team members,offering objective and reasonable opinions.
Furthermore, he attended the Independent Directors
Committee meeting held in this fiscal year as thechairperson, and evaluated the appropriate
functioning of the Board of Directors from an
objective perspective.

53

Name

KoichiKawanaBoard of Directors Meetings(Held 18 times)
Number of
Meetings
Attendance Rate
Attended18

Main Activities (Including Overview of Duties
Performed Regarding Expected Roles)
We expect that he will utilize the insight gained fromhis experience of being involved in management as
the head of a company and his extensive experience
working overseas to fulfill a role in which, from an
objective standpoint independent of the
management team, he proactively provides advice ina variety of contexts, including the formulation ofmanagement strategy, overseas strategy inparticular, of the Company, and drives decisionmaking on the appointment and remuneration of the
management team members that is based on
objective and reasonable evaluations of theirbusiness performance.

100.0%

During this fiscal year, he fulfilled the expected roles
and provided advice at Board of Directors meetings,
etc. In addition, he attended the Personnel
Committee meetings held in this fiscal year as acommittee member and was involved indeliberations regarding the appointment andremuneration of the management team members,offering objective and reasonable opinions.
Furthermore, he attended the Independent Directors
Committee meeting held in this fiscal year, andevaluated the appropriate functioning of the Boardof Directors from an objective perspective.

Note: In addition to the number of Board of Directors meetings held as stated above, one written
resolution was adopted, which is deemed to constitute a resolution by the Board of
Directors pursuant to the provisions of Article 370 of the Companies Act and the provisionsof the Articles of Incorporation.

54

(Directors (Audit & Supervisory Committee Members))

Name

Board of Directors
Meetings(Held 18 times)
Numberof
Meetings
Attended

Attendance
Rate

Audit & Supervisory
Committee
Meetings(Held 18 times)
NumberAttendofance
Meetings
Rate
AttendedMain Activities (Including Overview of Duties
Performed Regarding Expected Roles)

Given that he has developed a mastery of audit
practices over many years and is also a certified
public accountant, the Company expects him toutilize his advanced knowledge and experience inaccounting and auditing for the audit andsupervisory system of the Company.
Toru
Shinoda

18

100.0
%

18

100.0
%

During this fiscal year, he fulfilled the expected roles
and provided advice and proposals to ensure theappropriateness and validity of decisions of theBoard of Directors and the Audit & Supervisory
Committee. In addition, he attended theIndependent Directors Committee meeting held inthis fiscal year, and evaluated the appropriate
functioning of the Board of Directors from an
objective perspective.
Given that she has been successful as an attorneyat-law for many years, we expect her to utilize heradvanced knowledge and experience from theperspective of legal risk for the audit andsupervisory system of the Company and to fulfill therole of driving objective and reasonable decisionmaking on the appointment and remuneration of
the management team members.

SatokoKuwabara

18

100.0
%

18

100.0
%

55

During this fiscal year, she fulfilled the expectedroles and provided advice and proposals to ensure
the appropriateness and validity of decisions of theBoard of Directors and the Audit & Supervisory
Committee. In addition, she attended the Personnel
Committee meetings held in this fiscal year as acommittee member and was involved indeliberations regarding the appointment andremuneration of the management team members,offering objective and reasonable opinions.
Furthermore, she attended the Independent
Directors Committee meeting held in this fiscal year,
and evaluated the appropriate functioning of theBoard of Directors from an objective perspective.

Name

Board of Directors
Meetings(Held 18 times)
Numberof
Meetings
Attended

Attendance
Rate

Audit & Supervisory
Committee
Meetings(Held 18 times)
NumberAttendofance
Meetings
Rate
AttendedMain Activities (Including Overview of Duties
Performed Regarding Expected Roles)

Given that he has developed a mastery ofaccounting and tax practices over many years and isalso a certified public accountant and a certified
public tax accountant, the Company expects him toutilize his advanced knowledge and experience inaccounting, tax affairs, and auditing for the audit
and supervisory system of the Company.
Takayuki
Komiya

18

100.0
%

18

100.0
%

During this fiscal year, he fulfilled the expected roles
and provided advice and proposals to ensure theappropriateness and validity of decisions of theBoard of Directors and the Audit & Supervisory
Committee. In addition, he attended theIndependent Directors Committee meeting held inthis fiscal year, and evaluated the appropriate
functioning of the Board of Directors from an
objective perspective.

(Note) In addition to the number of Board of Directors meetings held as stated above, one written

resolution was adopted, which is deemed to constitute a resolution by the Board of
Directors pursuant to the provisions of Article 370 of the Companies Act and the provisionsof the Articles of Incorporation.

c. Total Amount of Remuneration, etc. Paid to Officers by the Parent Company and Subsidiaries,etc.
Not applicable.

56

(3) Accounting Auditors(i)Name: KPMG AZSA LLC(ii)

Amount of Remuneration, etc.
Amount of Remuneration, etc.

Amount of Remuneration, etc. for Accounting Auditors¥113 million
for This Fiscal Year
Total in Money and Other Financial Benefits to Be Paidby the Company and Its Subsidiaries to Accounting¥379 million
Auditors(Notes) 1. Bandai Namco Holdings USA Inc., Bandai Namco Europe S.A.S., Bandai Namco Holdings
Asia Co., Ltd., Bandai Namco Holdings China Co., Ltd., and Bandai Namco Holdings UK Ltd.,
among major subsidiaries of the Company, are audited (within the meaning of being
audited as required by the Companies Act and Financial Instruments and Exchange Act orthe equivalent laws and regulations in other countries) by audit firms (including entities
overseas with qualifications equivalent to those of a Japanese audit firm) other than the
Companyʼs Accounting Auditor.
2. Under the audit agreement between the Company and its Accounting Auditor, there is noclear distinction between the amount of remuneration, etc., for audits under the Companies
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
Accounting Auditors for this fiscal year described above is the total amount of remuneration,etc. for these audits.
3. The Audit & Supervisory Committee has analyzed and evaluated the audit report for theprevious fiscal year, and reviewed the sufficiency of the audit plan for this fiscal year as wellas the appropriateness of the time for audit planning, the staffing plan, and the hourly rate.
As a result, the Audit & Supervisory Committee concluded that the Accounting Auditor
remuneration is appropriate and gave its consent to the remuneration in accordance with
Article 399, Paragraph 1 of the Companies Act.
4. Other than the above, ¥27 million is paid as additional remuneration for the audits
conducted in the previous fiscal year.
(iii) Non-Auditing Operations
The Company paid compensation to the Accounting Auditor for support services for evaluationof the operational manager of a defined contribution pension plan, which are services other thanthose stipulated in Article 2, Paragraph 1 of the Certified Public Accountants Act.
(iv) Policy on Removal or Non-Renewal of an Accounting Auditor
If the Audit & Supervisory Committee judges that action is necessary, such as in cases where the
Accounting Auditorʼs execution of its duties is impeded, the Audit & Supervisory Committee will
determine the contents of a proposal to be submitted to the General Meeting of Shareholders
regarding the removal or non-renewal of the Accounting Auditor.
In addition, if any matter stipulated in the items of Article 340, Paragraph 1 of the Companies Act
is deemed applicable to the Accounting Auditor, the Accounting Auditor will be removed based on
the unanimous consent of all of the Audit & Supervisory Committee Members. If this occurs, an
Audit & Supervisory Committee Member selected by the Audit & Supervisory Committee will report
the fact of the Accounting Auditorʼs removal and the reason for the removal at the first General
Meeting of Shareholders held after the removal.
(v)

Summary of Contracts Concerning Limited Liability

Not applicable.

57

(vi) Summary of the Contents of the Indemnification Agreement
Not applicable.

58(4) Basic Policy Concerning Control of the Company(i)Content of Basic Policy

The Corporate Value of the GroupIn accordance with Bandai Namcoʼs Purpose, “Fun for All into the Future,” which is the ultimate
definition of the Group, we will aim to have Bandai Namco always meet the needs of IP fans, a wide
range of business partners, Group employees, and communities around the world and to foster
broad, deep, and multifaceted connections.
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, environments and customersʼ lifestyles
and preferences. Such creation is closely linked to raising the corporate value of the Company.
Therefore, in determining what and how a person or entity controlling decisions on the financial
and business policies should be, the Company should take the enhancement of the corporate
value into account.
What and How a Person or Entity Controlling Decisions on the Financial and Business Policies
Should Be
We believe that a person or entity controlling decisions on financial and business policies should
be one who sufficiently understands the importance of the strategy and what the Group aims to be
based on our Purpose, “Fun for All into the Future,” the managerial resources, such as humanresources, IP and content, that support the accomplishment of that vision and mission, and theimportance of various stakeholders related to the Company, and who maximizes the corporate
value of the Company and its shareholdersʼ common interests over the medium to long term.
Therefore, we believe that, in the event that any person or entity that attempts to acquire large
quantities of the Companyʼs shares falls under any of the following and would harm the Companyʼs
corporate value for such reason, such person or entity is inappropriate to control the decisions of
the Companyʼs financial and business policies:
 Any person or entity who could clearly harm the Companyʼs 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

The Board of Directors of the Company, to whom the shareholders have entrusted the
management of the Company, is engaged in the following efforts to implement the Groupʼs basic
policy.
Steps to Increase the Corporate Value of the Group

Promoting the Mid-term Plan
From April 2022, the Group has promoted a three-year Mid-term Plan under the Group
Purpose, “Fun for All into the Future,” aiming to connect with a wide range of stakeholders
including IP fans, business partners, Group employees and communities around the world on
a broader, deeper, and more multifaceted level. Under the Mid-term Plan, the Group iscommitted to progressing toward a new stage as an entertainment corporate group andachieving the enhancement of its corporate value by implementing its priority strategies,
namely the IP axis strategy, personnel strategies, and sustainability, based on the Mid-term
Vision to “Connect with Fans.”

59Strengthening Corporate Governance
The president and representative director of each business management company
responsible for each Unit holds concurrent positions within the Group, such as serving as a
Director of the Company. This is the key measure that the Company has taken to strengthen
the collaborative efforts between the holding company and the operating companies andbetween the operating companies and to facilitate speedier decision-making as a group. In
addition, the Company transitioned from a company with an audit and supervisory board to acompany with an audit and supervisory committee in June 2022, in order to strengthen its
corporate governance system and further enhance corporate value through speedy decisionmaking and business execution. With this transition, the Company is working to strengthen
management oversight functions by appointing five Outside Directors out of 14 total Directors
and also making sure that all of the Outside Directors are independent Outside Directors. In
addition, the Company has organized an Independent Directors Committee with the aim ofevaluating the appropriate functioning of the Board of Directors from an objective perspective.
The Independent Directors Committee comprises independent Outside Directors only, and its
secretariat functions are entrusted to a third-party specialist organization. In this way, theCompany retains a more highly effective supervisory function over the Board of Directors.

Promoting Efficient Management
The Group has put in place standards for business reconstruction; it has reinforced systems
for continuous monitoring in order to discern business trends more swiftly, and is making swift
decisions on restructuring businesses or withdrawing from them, based on in-house indicators.
In addition, the Group is working towards cost reductions by standardizing processes acrossthe Group as a whole and is promoting managerial efficiency from various perspectives.



Reinforcing Personnel Strategies
In accordance with our Purpose, “Fun for All into the Future,” the Group strives to be a
corporate group with “Same Spirit, Diverse Talents,” where diverse people of different skills,
individual characteristics and values can thrive. We have always recruited and promoted
individuals regardless of whether they are new graduates or mid-career hires and regardless ofgender, age, nationality, race, religion, sexual orientation, or other personal characteristics, inaddition to which we have worked on developing various systems and environments thatenable a diverse array of people to thrive and work in a way that is both physically and mentally
healthy. In addition, we have promoted initiatives such as those that support challenges taken
on by employees and that develop human resources who promote the IP axis strategy on a
global scale, while at the same time promoting measures for new and diverse ways to workand the development of systems therefor.

Reinforcing Sustainability Activities
In accordance with our Purpose, “Fun for All into the Future,” the Group is promoting
sustainability activities for the realization of a sustainable society with fans. In April 2021, theGroup formulated the “Bandai Namco Group Sustainability Policy” to, under the IP axis
strategy, work with fans to promote sustainability activities corresponding to social issues thatshould be addressed by the Group. In our Mid-term Plan, in which we have designatedsustainability as one of our priority strategies, we have promoted a detailed action plan to workon the material issues that we have identified as social issues that should be addressed by theGroup. In regard to one of our material issues, “Harmonious coexistence with the naturalenvironment,” in order to address the problems related to the natural environment that society
is faced with, we have set targets for the reduction of carbon dioxide emissions from the use ofenergy as well as steps to achieve them and have progressed our efforts for decarbonization.

60



Proactive IR Activities
The Company discloses information in a timely and appropriate manner in accordance with
the Financial Instruments and Exchange Act and rules prescribed by the Tokyo Stock Exchange.
We aim to be a highly transparent corporation that clearly provides our stakeholders, inparticular our shareholders, with information concerning management strategies andbusiness directions. The Group thus works to provide ample opportunities, for instance,company information meetings and financial information meetings, for the president andrepresentative director and other executives of the Company to provide explanations directly
to individual investors and to both Japanese and foreign institutional investors, stock analysts,
etc. in order to deepen their understanding of the Group.

Proactive Policy for the Return of Profits to Shareholders
The Company ranks the return of profits to shareholders as one of its highest priorities in its
management. The Company aims to further strengthen the Groupʼs competitiveness and,while maintaining a sound financial status, to achieve regular distributions of dividends andimprovement in the Companyʼs corporate value. Specifically, the Company follows a basic
policy of providing a return to shareholders that targets a total return ratio of 50% or more
based on stable dividend payments of 2% of DOE (dividends on equity). Under this policy, theCompany strives to maintain long-term and stable dividends and be more aware of capital cost.
(Reference)61

Takeover Defense Measures
At present, the Company has not introduced any specific takeover defense measures. The Group
regards implementing our management and business strategies in accordance with the measures
to increase the corporate value of the Group and aiming to increase the corporate value of theGroup as a whole as a substantial defense against inappropriate takeovers. That said, since we are
entrusted by shareholders with the management of the Group, we will work on studying anddeveloping a system for takeover defense, with a close eye on legal and social trends, in
anticipation of situations in which an inappropriate entity or person might emerge to havedecision-making power over the Companyʼs financial and business policies. In concrete terms, inthe 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 sufficiently deliberate the matter at
the Board of Directors meetings after referring the matter to the Independent Directors Committee
for their review from objective viewpoints, to enable the Company to make a judgment from theperspective of improving corporate value first. The Company will also work to collect sufficient
information and secure necessary time, so as to be conducive to appropriate judgment by theshareholders.
(Note) In this Business Report, fractional amounts less than the indicated unit amount are rounded
down for sums of money and numbers of shares, while percentages and other values arerounded off to the nearest figure.

62

(5) Systems for Ensuring the Properness of Operations and Operating Status of the Systems(As of March 31, 2024)
Systems for Ensuring the Properness of Operations
The following outlines decisions regarding the basic policy for the structure of internal control
systems.
(i)

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

Systems for Preserving and Managing Information Related to Directorsʼ Execution of Their
Dutiesa. The Company shall establish regulations concerning document management and ensure (i)the centralized collection and management of documents circulated for approval, minutes ofseveral kinds of meetings, contracts and other documents and (ii) appropriate safekeeping
and management of important documents in each department. The Company shall have asystem to ensure that Directors may view those documents at any time.
b. The Company shall establish regulations concerning information security as a part of Groupmanagement. These regulations will provide for a system to ensure appropriate safekeeping
and preservation of information.

63

(iii) Regulations Concerning Management for Risk of Loss of the Company and Its Subsidiaries
and Other Systems
a. The Company shall establish regulations concerning risk management and compliance as apart of Group management. Throughout the Group, we will work to prevent risk and to
discover risk factors as rapidly as possible.
b. When risk arises, the Company shall convene the Group Risk Compliance Committee without
delay to minimize the impact of risk on our business by responding to risk quickly and in an
appropriate manner.
c. Anticipating the occurrence of situations that could cause drastic damage to the managementof the Group through a major disaster or the like, the Group shall define the basic policy for a
Business Continuity Plan (BCP) for the Group, and formulate a BCP for the Group and organizea Business Continuity Management (BCM) system to achieve rapid recovery and restart ofoperations. Directors, etc. and employees of the Company and its subsidiaries shall be madeaware of this.
(iv) Systems to Ensure That Directors, etc. of the Company and Its Subsidiaries Execute Their
Duties Efficiently
a. The Company shall assign each subsidiary into Units categorized by business segment, andappoint a Director and business management company in charge of each Unit in order toimprove efficiency of business operations based on the division of duties, chain of command
structure, authorities and competencies, decision making frameworks and other regulations
regarding structure within the Group.
b. The Company shall formulate a Mid-term Plan with a period of three business years for theentire Group and each Unit, and determine the budget for each business year based on those
Mid-term Plans.
c. The Company shall establish a Full-Time Officers Committee comprising full-time Directors
and delegate the authority to make decisions on the execution of certain duties from theBoard of Directors to the Committee to enable swifter decision-making.
(v)

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

a. The Company shall establish meetings such as Group Business Report Meetings and GroupManagement Meetings, and put in place a system for reporting inside the Group and decision
making.
(vi) Other Systems to Ensure Proper Business Behavior by the Company and Its Subsidiaries
a. The Company shall revise the Group Compliance Charter as appropriate in response torevisions to laws and regulations and changes in the social context surrounding the Group,and shall ensure that the contents of the Charter are made thoroughly known to Directors, etc.
and employees of the Company and its subsidiaries through distributing the ComplianceBook and through training. In addition, the Company shall regularly conduct a complianceawareness survey of Directors, etc. and employees of the Company and its subsidiaries toassess the level of awareness, etc. regarding the Charter, and shall utilize the results of thesurvey in future compliance promotion activities.

64

b. The Company and its subsidiaries shall endeavor to improve and standardize businessprocesses considering the importance of effectiveness and efficiency in business operations,and shall evaluate and operate internal controls on financial reporting based on related laws
and regulations, etc.
(vii) Matters Regarding Employees Who Shall Assist the Audit & Supervisory Committee with its
Duties and Matters Regarding the Independence of Such Employees from Directors(Excluding Directors Who Are Audit & Supervisory Committee Members)a. The Company shall provide a speedy response when the Audit & Supervisory Committee asks
the President and Representative Director to appoint an employee who shall assist theCommittee with its duties. Where that employee simultaneously works for any other section,
his or her business duties pertaining to the Audit & Supervisory Committee shall take priority.
b. The Company shall manage personnel matters regarding such employees subject to theconsent of the Audit & Supervisory Committee so as to ensure independence from the Boardof Directors.
(viii) Matters Concerning Ensuring the Effectiveness of Instructions to Employees Who Shall Assist
the Audit & Supervisory Committee with its Duties
a. The Company shall keep Directors and employees thoroughly informed that employees who
shall assist the Audit & Supervisory Committee with its duties are under the command of the
Audit & Supervisory Committee.
(ix) System for Directors (Excluding Directors Who Are Audit & Supervisory Committee Members),
etc. and Employees of the Company and Its Subsidiaries to Report to the Companyʼs Audit &Supervisory Committee
a. Directors (excluding Audit & Supervisory Committee Members), etc. and employees of theCompany and its subsidiaries shall report to the Audit & Supervisory Committee promptlywith regard to matters prescribed by laws and regulations, other 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. Directors (excluding Audit & Supervisory Committee Members), etc. and employees of theCompany and its subsidiaries shall report promptly and appropriately when requested to do
so by the Audit & Supervisory Committee of the Company regarding the performance of theirduties.
c. The Company shall put in place a hotline (by e-mail, etc.) to allow reports to be made directly
to the Companyʼs Directors, Audit & Supervisory Committee Members as an internal reporting
system.
(x)

System for Ensuring That Persons Making Reports to the Audit & Supervisory Committee Shall
Not Be Treated Disadvantageously

a. The Company shall prohibit the disadvantageous treatment of persons who have reported or
consulted with the Audit & Supervisory Committee, and shall state that clearly in the Group
Risk Compliance Regulations and make it thoroughly known to Directors, etc. and employeesof the Company and its subsidiaries.

65

(xi) Matters Regarding Policies Pertaining to Procedures for Advance Payments or
Reimbursement of Expenses Arising in the Performance of Duties by Audit & Supervisory
Committee Members and Other Payment of Expenses and Liabilities Arising in the
Performance of Said Duties
a. The Company shall immediately pay expenses or liabilities where a Director, Audit &Supervisory Committee Member has requested advance payments or reimbursement ofexpenses arising in the performance of his or her duties, excluding cases where they were notconsidered necessary for the performance of said duties.
(xii) Other Systems to Ensure the Effectiveness of Audits Conducted by the Audit & Supervisory
Committee
a. Directors (excluding Audit & Supervisory Committee Members) of the Company shallformulate a system whereby Directors, Audit & Supervisory Committee Members can attend
important meetings, and ensure that a system exists whereby they can meet periodically oron an ad hoc basis with Directors and employees and can cooperate with the Internal Audit
Division and Accounting Auditors.
b. Subsidiaries of the Company shall install an appropriate number of Audit & Supervisory Board
Members according to their scale, business category, etc., and ensure that there are systems
in place wherein Audit & Supervisory Board Members of subsidiaries report periodically to the
Audit & Supervisory Committee of the Company.

66

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

Overall Internal Control Systems
In order to establish and operate overall internal control systems at the Company and its
subsidiaries, an Internal Control Committee established within the Company conducts
regular monitoring and evaluation of internal controls and reports to the Board of Directors
as internal control reports. Improvements are implemented based on these reports. The
appropriateness and reliability of evaluations of internal controls are ensured by having
Internal Audit Divisions established at the Company and its major subsidiaries conduct
appropriate internal audits.
In order to further enhance its corporate value by carrying out swifter decision-making andbusiness execution while strengthening the corporate governance system, the Company
transitioned from a company with an audit and supervisory board to a company with an audit
and supervisory committee in June 2022. With this transition, the Company is working tostrengthen management oversight functions by appointing five Outside Directors out of 14
total Directors and also making sure that all of the Outside Directors are independent Outside
Directors.

2.

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

3.

Subsidiary Business Management
The Company assigns each subsidiary into three Units and five Businesses categorized bybusiness segment, and appoints a Director and a business management company in chargeof each Unit and Business in order to improve efficiency of business operations based on the67

division of duties, chain of command structure, authorities and competencies, decision
making frameworks and other regulations regarding structure within the Group. The Group
Business Report Meetings (held four times this fiscal year) and the Group Management
Meetings (held 10 times this fiscal year) are convened regularly to allow information sharing
across the Group and facilitate discussions relating to various issues. The Company has alsoestablished and controls a business management system at subsidiaries, with a central role
played by the Companyʼs Corporate Planning Department, and monitors progress every
month through a review of the Mid-term Plans and business performance across the Groupand at each Unit and Business. In addition, the Companyʼs Internal Auditing Division
efficiently monitors the Groupʼs internal controls through regular internal audits of thesubsidiaries.
4.

Execution of Duties by Directors
The Company has established the Purpose of “Fun for All into the Future,” which is theultimate definition of the Group, the Group Compliance Charter, and the Group Rules for
Executives and has disseminated these regulations to ensure that Directors carry out theirduties in a fair and legal manner. The Company has appointed a number of independent
Outside Directors and actively exchanged ideas with them on a variety of occasions such asat the Board of Directors meetings and executive training sessions in order to strengthen the
supervisory function of the Company. The Independent Directors Committee consisting of
only independent Outside Directors evaluates the effectiveness of the Board of Directors andworks on corporate governance and corporate value improvement. In this fiscal year, theBoard of Directors meetings were held 18 times (with one written resolution) and theIndependent Directors Committee meeting was held once.
In addition, some of the authority for the execution of duties has been delegated from theBoard of Directors to the Full-Time Officers Committee to build a system that enables evenswifter decision-making and execution of duties in the fast-changing entertainment market.

5.

Audits by the Audit & Supervisory Committee
Directors, Audit & Supervisory Committee Members of the Company attend key meetings
at the Company and the major subsidiaries, including the Board of Directors Meeting and theGroup Business Report Meetings, and audit the execution of duties by Directors andcompliance with laws and regulations and the Articles of Incorporation. The Audit &Supervisory Committee Meetings convened 18 times this fiscal year, allowing the Directors,
Audit & Supervisory Committee Members to exchange opinions and share information on
important matters. The Audit & Supervisory Committee Members also meet regularly or asneeded with the Directors of the Company, Internal Auditing Divisions, the Audit &Supervisory Board Members of subsidiaries and the Accounting Auditors to ensure the audits
conducted by the Audit & Supervisory Committee are effective and efficient.

68Consolidated Balance Sheet(As of March 31, 2024)(Millions of yen)AmountASSETS
Current assets
Cash and deposits
Trade receivables and contract assets
Finished goods and merchandiseWork in process
Raw materials and supplies
Other current assets
Allowance for doubtful accounts
Total current assets

321,868
118,190
40,17092,665
7,761
63,042(1,075)642,622

Non-current assets
Property, plant and equipment
Buildings and structures
Amusement facilities and machines
Land
Right-of-use assets
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
Deferred tax assets
Retirement benefit asset
Other investments and assets
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
TOTAL ASSETS

20,40814,177
46,702
9,979
27,367
118,636
11,60820,56832,176116,127
33,976
6,123
22,920(744)
178,403329,215
971,83869

(Millions of yen)AmountLIABILITIESCurrent liabilities
Trade payables
Income taxes payable
Contract liabilities
Provision for directorsʼ bonuses
Other provision
Other current liabilities
Total current liabilities

99,25423,192
27,7281,315
1,780
90,848244,119

Non-current liabilities
Retirement benefit liability
Deferred tax liabilities for land revaluation
Other non-current liabilities
Total non-current liabilities
TOTAL LIABILITIES

4,925
199
22,77027,895
272,014NET ASSETS
Shareholdersʼ equity
Share capital
Capital surplus
Retained earnings
Treasury shares
Total shareholdersʼ equity

10,00053,321
579,417(19,293)623,445

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

49,262
1,022(4,016)
29,637
166
76,071
306
699,823
971,83870

Consolidated Statements of Operations(From April 1, 2023 to March 31, 2024)
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Share of profit of entities accounted for using equity
methodForeign exchange gains
Other non-operating income
Non-operating expenses
Interest expense
Loss on valuation of derivatives
Non-deductible consumption tax
Loss on investments in deferred compensation plan
Other non-operating expenses
Recurring profit
Extraordinary income
Gain on sales of investment securities
Other extraordinary income
Extraordinary loss
Impairment losses
Loss on valuation of investment securities
Loss on retirement of non-current assets
Provision for loss on land remediation
Other extraordinary loss
Profit before income taxes
Income taxes - current
Income taxes - deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent

71(Millions of yen)Amount
1,050,210
679,251
370,959
280,277
90,682
2,689
1,630
2,121
6,417
1,641
310
184
114
282
128
45,517
847
1,674
751
476
550
436
46,682(1,556)

14,501

1,018
104,164
46,365

3,889
146,640
45,125
101,515
21
101,493

Consolidated Statement of Changes in Equity (From April 1, 2023 to March 31, 2024)(Millions of yen)
Shareholdersʼ equity
Share capital

Capital surplus

10,00052,897

Balance at beginning of year

Retained earnings
523,923

Treasury shares

Total shareholdersʼ
equity(2,102)584,718

Changes during the period
Dividends of surplus(45,998)(45,998)

Profit attributable to ownersof parent

101,493

101,493

Purchase of treasury shares
Disposal of treasury shares(17,240)(17,240)

48

472

0

0

423

Change in treasury sharesarising from change in equity
in entities accounted for using
equity method
Net changes of items otherthan shareholdersʼ equity
Total changes during the period
Balance at end of year–423

55,494(17,191)

38,726

10,00053,321

579,417(19,293)623,445

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

Balance at beginning of year

62,671

Deferred gains
or losses onhedges,net of tax(656)

Revaluation
reserve for land,
net of tax

Foreigncurrencytranslation
adjustment(4,016)

11,049Remeasurements Total accumulated Non-controllinginterestsof defined benefit
othercomprehensive
plans,
net of tax
income(1,915)

67,132282

Total net assets

652,133

Changes during the period
Dividends of surplus(45,998)

Profit attributable to ownersof parent

101,493

Purchase of treasury shares(17,240)

Disposal of treasury shares

472

Change in treasury sharesarising from change in equity
in entities accounted for using
equity method
Net changes of items otherthan shareholdersʼ equity

0(13,409)

1,678–

18,587

2,081

8,939

23

8,963

Total changes during the period(13,409)

1,678–

18,587

2,081

8,939

23

47,689Balance at end of year

49,262

1,022(4,016)

29,637

166

76,071

306

699,82372

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

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

Status of Consolidated Subsidiaries:(i)

Total Number of Consolidated Subsidiaries:
81 companies(ii)

Names of Principal Consolidated Subsidiaries:
Bandai Namco Entertainment Inc., BANDAI CO., LTD., Bandai Namco Filmworks Inc.,
Bandai Namco Amusement Inc., Bandai Namco Holdings USA Inc., Bandai Namco
Europe S.A.S., Bandai Namco Holdings Asia Co., Ltd., Bandai Namco Holdings China
Co., Ltd., and Bandai Namco Holdings UK Ltd.

(iii) Changes in the Scope of Consolidation:
Since BANDAI NAMCO EUROPE NEWCO S.A.S. was newly established in this fiscal year, thecompany is now included in the scope of consolidation.
Since NAMCO UK LTD., which was a consolidated subsidiary of the Company in the previous
fiscal year, was liquidated, it has been excluded from the scope of consolidation.
(2)

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

(ii)

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

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

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

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

Names of the Principal Affiliated Companies to Which the Equity Method Was Applied:
HAPPINET CORPORATION, Drecom Co., Ltd., and Tsuburaya Productions Co., Ltd.

(iii) Change in Scope of the Equity Method:
Italian Tomato Ltd. was excluded from the scope of application of the equity method
due to the transfer of shares.

73

(2)

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

(ii)

Reason the Equity Method Was Not Applied to the Company:
The equity method was not applied to this company because it was deemed that the impact
on the consolidated financial statements of the Company as a result of the exclusion of thecompany from the scope of application of the equity method would be minor and notmaterial as a whole in consideration of the company’s profit or loss and retained earnings,
etc. corresponding to the Company’s equity share in it.

(iii) Special Notes Regarding Procedures for Applying the Equity Method:
If any of the companies to which the equity method is applied has a closing date that differsfrom the consolidated closing date, then the financial statements for the fiscal year of thatcompany are used.
3. Information Concerning the Fiscal Year, etc. for Consolidated Subsidiaries
The closing date for Bandai Namco Holdings China Co., Ltd., Bandai Namco Entertainment(Shanghai) Co., Ltd., BANDAI (SHENZHEN) CO., LTD., SUNRISE (SHANGHAI) CO., LTD., and Bandai
Namco Amusement (Shanghai) Co., Ltd. is December 31, and their financial data as of that closing
date is used. The closing date for BANDAI CORPORACION MEXICO, S.A. de C.V. is December 31,
and its financial data is based on a provisional closing as of March 31 pursuant to procedures forthe fiscal year-end closing.
Necessary adjustments on a consolidated basis are made when transactions of material
importance occur between the reported closing date and the consolidated closing date.
4. Accounting Policies(1)

Valuation Basis and Methods for Significant Assets:(i)

Valuation Basis and Methods for Securities:
Available-for-sale securities:
Securities other than shares, etc. that do not have a fair value:
Stated using the fair value method. (Valuation differences are reflected
directly in net assets and cost of sales is calculated using the moving averagemethod.)Shares, etc. that do not have a fair value:
Stated using the cost method based on the moving average method. With
respect, however, to contributions to limited partnerships for investment
and similar partnerships (deemed to be securities under Article 2, Paragraph
2 of the Financial Instruments and Exchange Act), these are stated by the net
amount corresponding to the Company’s equity share, based on the mostrecent available financial reports according to the date for settlement ofaccounts provided for in the partnership agreement.

74

(ii)

Derivative Transactions: Stated using the fair value method.

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

Depreciation Methods for Significant Depreciable Assets:(i)

Property, Plant and Equipment (Exclusive of leased assets and right-of-use assets):
The Company and domestic consolidated subsidiaries:
Generally stated using the declining-balance method.
However, for buildings (excluding equipment attached thereto) acquired on orafter April 1, 1998 and for part of the amusement facilities and machines, etc., thestraight-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
Overseas consolidated subsidiaries:
Stated using the straight-line method.
The general useful life of property, plant and equipment is as follows:
Buildings and structures:
3 to 50 years
Amusement facilities and machines:
4 to 25 years(ii)

Intangible Assets (Exclusive of leased assets and right-of-use 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, fora residual value of zero.
(iv) Right-of-use assets:
Stated using the straight-line method over the shorter of the useful life or the lease
period of assets.

75

(3)

Basis of Recognition for Significant Provision:(i)

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

(ii)

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

(4)

Accounting Standards for Significant Income and Expense:(i)

Revenue Recognition:
The content of performance obligations and normal timing of revenue recognition for
major businesses are as follows.
a. Digital BusinessIn the Digital Business, we mainly conduct the distribution of network content and sales ofhome console games.
For the distribution of network content (smartphone-based applications, etc.), in manycases, games are provided for free to customers, while items, etc. used in the game areprovided at charge. The Company deems the performance obligation to be satisfied when
the customer uses said items, etc. and estimates the customerʼs usage period, recognizing
revenue over such usage period.
For sales of home console games, the Company deems the performance obligation to besatisfied and recognizes revenue at the point in time when the product is transferred to thecustomer. However, if there are elements not yet delivered to the customer, such asadditional free downloadable content, the Company calculates the estimated sale value by
referencing the selling price of similar paid downloadable content and recognizes revenue
over the course of the customerʼs average game-playing period.
Licensing of home console games under license agreements is a grant of usage rights, andthe Company deems the performance obligation to be satisfied and recognizes theminimum guarantee as revenue at the point in time when licensing starts. Royalties basedon net sales are determined based on the sales, etc. of the contract partner, and revenue isrecognized at the point in time when the performance obligation is deemed to be satisfied
while taking into consideration the time when the royalty is accrued.
b. Toys and Hobby BusinessIn the Toys and Hobby Business, we mainly conduct sales of toys, capsule toys, cards,
confectionery and foods, apparel, sundries, model kits, prizes, stationary, and otherproducts.
For such sales of goods and products, the Company deems the performance obligation to
be satisfied and recognizes revenue at the point in time when the good or product istransferred to the customer.

76

c. IP Production BusinessIn the IP Production Business, we mainly conduct the production and management ofvisual and music content such as animations and the management and administration of
copyrights and other rights.
For contracted animation production, the Company deems the performance obligation to
be satisfied and recognizes revenue at the point in time when the product is delivered tothe client.
Regarding the sales of visual and music content and the like, the Company deems theperformance obligation to be satisfied and recognizes revenue at the point in time when
the product is transferred to the customer.
Licensing of animation and visual and music content under license agreements is a grantof usage rights, and the Company deems the performance obligation to be satisfied andrecognizes the minimum guarantee as revenue at the point in time when licensing starts.
Royalties based on net sales are determined based on the sales, etc. of the contract partner,
and revenue is recognized at the point in time when the performance obligation is deemed
to be satisfied while taking into consideration the time when the royalty is accrued.
d. Amusement BusinessIn the Amusement Business, we mainly conduct the sales of amusement machines andoperation of amusement facilities.
For sales of amusement machines, the Company deems the performance obligation to besatisfied and recognizes revenue at the point in time when the product is transferred to thecustomer. In addition, the Company also provides services such as sharing the playing fee
with customers (facility operators) by using a network to connect the amusement
machines with a large number of other facilities where amusement machines are installed.
Since the performance obligation for these services is satisfied when the user starts playing,revenue is recognized at that time.
Revenue from the operation of amusement facilities mainly arises from charges for users
to play with amusement machines, and the Company deems the performance obligation
to be satisfied and recognizes revenue at the point in time when the users start playing.
Regarding the domestic sales of goods and products in each business, the Company applies
the alternative treatment prescribed in paragraph 98 of the “Implementation Guidance on
Accounting Standard for Revenue Recognition,” and if the period from the time of shipment
to the time when control of such goods or products is transferred to the customer is a normal
period of time, the Company recognizes revenue at the time of shipment.
(ii)

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

77

(5)

Significant Accounting Policies for Hedging:(i)

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

(ii)

Hedging Instruments and Hedged Items:
Hedging instruments:

Forward foreign exchange contracts

Hedged items:

Foreign-currency-denominated assets and liabilities
and scheduled transactions(iii) Hedging Policies:
Hedging is implemented for the purpose of reducing risks arising from fluctuations
in exchange rates involved in operational and financing activities.
(iv) Method of Assessing the Effectiveness of Hedging:
The Company assesses the effectiveness of hedging transactions, in principle, fromthe start of the transaction to the point at which effectiveness is assessed bycomparing the cumulative changes in the fair value or the cumulative changes in the
cash flows of the hedged item with the cumulative changes in the fair value or the
cumulative changes in the cash flows of the hedging instrument.
In the event that critical terms are the same for the hedging instrument and thehedged assets, liabilities, or scheduled transaction, it is assumed that the hedge is100% effective, so the assessment of effectiveness is not performed.
(6)

Amortization of Goodwill
The Company reasonably estimates the period for which the effects of goodwill are
expected to emerge and amortizes the goodwill on a straight-line basis over a fixed
number of years up to 10 years.

(7)

Other Important Information Constituting the Basis of Preparation of Consolidated Financial
Statements
Method of Accounting for Retirement Benefits
a. Method of attributing expected retirement benefits to periods
In calculating the retirement benefit obligations, the benefit formula basis is mainly usedin determining the amount of the expected retirement benefit obligations attributed to theperiod up to the end of this fiscal year.
b. Method of recognizing actuarial gains and losses and past service costs
Actuarial gains and losses are recognized in gain or loss in the consolidated fiscal year
following the year in which a respective gain or loss arises, and are amortizedproportionally on a straight-line basis over a certain period (7 to 14 years) that is within the
average remaining period of service of the eligible employees.
The entire amount of past service costs is recognized in gain or loss in the fiscal year during
which it arises, and is amortized on a straight-line basis over a period (10 years), which iswithin the average remaining years of service of the eligible employees.
c. The Company and certain consolidated subsidiaries use a simplified method in calculating
retirement benefit asset, retirement benefit liability, and periodic pension cost under78

which retirement benefit obligations are principally based on accrued benefits at the endof the year.

79

II.

Notes to Changes in Method of Presentation(Consolidated Balance Sheet)(1) “Right-of-use assets,” which had been included in “Other property, plant and equipment” under“Property, plant and equipment” in the previous fiscal year, is stated separately starting this fiscal
year since it is above 1 percent of the total assets. The balance of “Right-of-use assets” at the end of
the previous fiscal year was 9,167 million yen.
(2) “Short-term borrowings” (the balance at the end of this fiscal year is 826 million yen), which had
been stated separately in the previous fiscal year, is included in “Other current liabilities” under“Current liabilities” in this fiscal year since it is at or below 1 percent of the total liabilities and net
assets.
(Consolidated Statements of Operations)(1)“Non-deductible consumption tax,” which had been included in “Other non-operating expenses”
under “Non-operating expenses” in the previous fiscal year, is stated separately starting this fiscal
year since it is above 10 percent of the total non-operating expenses. The amount of “Nondeductible consumption tax” in the previous fiscal year was 2 million yen.

(2)

“Gain on sales of shares of subsidiaries and associates” (the amount of which for this fiscal year is 41
million yen), which had been stated separately in the previous fiscal year, is included in “Other
extraordinary income” under “Extraordinary income” in this fiscal year since it is at or below 10
percent of the total extraordinary income.
In addition, “Gain on sales of investment securities,” which had been included in “Other
extraordinary income” under “Extraordinary income” in the previous fiscal year, is statedseparately starting this fiscal year since it is above 10 percent of the total extraordinary income.
The amount of “Gain on sales of investment securities” in the previous fiscal year was 0 million
yen.

III. Notes Concerning Accounting Estimates
Valuation of Work in Process Concerning Home Console Games before Launch at Major Domestic
Development Bases(1)

Amount recorded in the consolidated financial statements for this fiscal year:
Work in process(2)¥57,101 million

Information concerning the contents of significant accounting estimates for the identified items
The value of work in process concerning home console games before launch in the Digital
Business stated on the consolidated balance sheet was calculated by reducing the book value
based on declining profitability and is evaluated to be the lower of the net realizable value or
the book value of work in process.
The profitability of work in process is determined not to be declining when there is no change
in market demand trends from initial production estimates and the production is progressing
smoothly.
However, work in process that may decline in profitability is evaluated on an individual basis;in particular at the stage nearing launch when market demand trends can be better understood,
work in process is evaluated individually by taking into consideration sales performance ofsimilar game titles and sales potential based on future demand forecasts.
Estimates involving such determinations and assumptions may be affected by future demand
trends and other factors; if such change in circumstances occurs, these estimates may possibly80

have a significant effect on the amount of work in process in the consolidated financial
statements in the following consolidated fiscal year and onwards.
IV. Notes to Consolidated Balance Sheet
1. Of trade receivables and contract assets, the amounts arising from contracts with customers are as
follows.
Notes receivable
Accounts receivable–trade
Contract assets¥5,010 million¥113,110 million¥69 million

2. Assets Pledged as Collateral
The assets deposited as a security deposit for issuance under the Payment Services Act, etc.
are as follows:“Other investments and assets” under“Investments and other assets”¥2,440 million

3. Amount of Accumulated Depreciation of Property, Plant and Equipment: ¥234,123 million
4. Guarantee Obligations
The Company has guarantee obligations concerning obligations in leasing contracts ofcompanies other than consolidated companies.
Bandai Namco Will Inc.

¥23 million

BANDAI LOGIPAL AMERICA, INC.

¥5,068 million

Transferee of amusement facilities business in North America
Total¥110 million¥5,202 million

5. Land Revaluation
A revaluation of land for business-use was implemented pursuant to the “Land Revaluation Act”
(Act No. 34 of 1998; enacted on March 31 of that year) and the revalued difference was recorded
under net assets.
Revaluation Method:
The fair value of land is determined based on official notice prices that are calculatedby 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 the Land Value Tax Act (Act No. 69 of 1991; enacted on May 2 of that year),as stipulated in Article 2, Item (iv) of the Order for Enforcement of the Land Revaluation
Act (Cabinet Order No. 119 of 1998; enacted on March 31 of that year). Reasonableadjustments are made to the official notice prices.
Revaluation Date:
March 31, 2002

81

6. Notes Maturing on the Last Day of the Fiscal Year
Notes maturing on the last day of the fiscal year are settled as of their clearance date. However,since the last day of this fiscal year was a holiday for financial institutions, the following notes
maturing on the last day of the fiscal year are included in the balance at the end of the fiscal year.
Notes receivable
Notes payableV.

¥85 million¥1,053 million

Notes to Consolidated Statement of Changes in Equity
1. Type and Total Number of Shares Issued as of the End of This Fiscal Year
Common shares

666,000,000 shares(Note) The Company conducted a share split with a ratio of three shares for every one common share on April 1, 2023.

2. Matters Concerning Dividends of Surplus(1)

Paid Dividend Amounts, etc.

Date of Resolution
June 19, 2023,
Ordinary General
Meeting of
Shareholders
November 7, 2023,
Board of Directors
MeetingType ofsharesTotal amountof dividends(Millions ofyen)

Dividend per
share
(Yen)

Commonshares39,394

Commonshares6,603

Date of record

Effective date

179

March 31,2023

June 20, 2023

10

September 30,
2023

December 8,
2023(Notes)1.

The Company conducted a share split with a ratio of three shares for every one common share on April 1, 2023.

2.

“Dividend per share” based on the resolution of the Ordinary General Meeting of Shareholders on June 19, 2023
is the amount before the share split on April 1, 2023, since the date of record is March 31, 2023.

3.

“Dividend per share” based on the resolution of the Board of Directors meeting on November 7, 2023 is theamount after the share split on April 1, 2023, since the date of record is September 30, 2023.

(2)

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

Type ofsharesTotalamount ofdividends(Millions ofyen)June 24, 2024,
Ordinary General
Meeting of
Shareholders

Commonshares

32,719Source ofdividends

Dividend
per share(Yen)

Date ofrecordEffective
date

Retainedearnings

50

March 31,2024

June 25,2024

82

VI. Notes Concerning Financial Instruments
1. Financial Instruments
The Group manages funds by means of highly secure financial instruments only and procures
funds through borrowing from banks and other financial institutions.
With regard to credit risk posed by customers with respect to trade receivables, which areoperating receivables, credit information on major customers is updated at least once a year,
to minimize such credit risk. Hedging is implemented as necessary through the use of forward
exchange contracts for the purpose of reducing risks arising from fluctuations in exchange rates
for foreign-currency-denominated operating receivables.
Shares, which are investment securities, are exposed to the risk of market price fluctuations;
their fair values are checked once a quarter.
Part of trade payables, which are operating liabilities, is denominated in foreign currencies.
Hedging is implemented as necessary through the use of forward exchange contracts for the
purpose of reducing risks arising from fluctuations in exchange rates for foreign-currencydenominated operating liabilities.
Borrowings are implemented for the purpose of securing sufficient current liquidity. Ifborrowings are implemented with a floating interest rate, interest rate swap transactions will
be conducted as necessary to hedge interest rate fluctuation risk.
Derivative transactions are executed and managed according to internal rules that determine
trading authority and limits on amounts traded; derivatives are used in ways that minimize
credit risk, and thus transactions are carried out only with highly creditworthy financial
institutions.
2. Fair Values of Financial Instruments
The book values of financial instruments as stated in the consolidated balance sheet, their fairvalue as of March 31, 2024, and the difference between book value and fair value are as statedbelow.
Shares, etc. that do not have a market price and investments in partnerships for which the net
amount of the Company’s equity share in the partnerships is recorded on the balance sheet(book value stated in the consolidated balance sheet is 14,991 million yen) are not included in“Short-term investments and investment securities.”
In addition, notes regarding “cash” are omitted, and notes regarding “deposits,” “tradereceivables,” “trade payables” and “income taxes payable” are omitted due to the fair value
approximating the book value as they are settled in a short period of time.

Short-term investments andinvestment securities
1. Available-for-sale securities
2. Shares of affiliatedcompanies
3. Other
Total assets
Derivative transactions (*)

Book value stated in
the consolidatedbalance sheet(Millions of yen)

Fair value(Millions of yen)

Difference(Millions of yen)

89,94689,946—

11,136

24,664

13,52752
101,136
1,428

52
114,664
1,428—
13,527—(*) Debts and credits derived from derivative transactions are stated on a net basis. Items to berecorded as net debts in the total are enclosed in brackets.

83

3.

Matters Relating to the Breakdown of the Fair Value of Financial Instruments by Appropriate
Classification, Etc.
The fair value of financial instruments is classified into the following three levels according tothe observability and materiality of inputs used to measure fair value.
Level 1 fair value:

Fair value measured using observable inputs such as quoted prices in
active markets for the assets or liabilities that are the subject of themeasurement.

Level 2 fair value:

Fair value measured using observable inputs other than Level 1 inputs.

Level 3 fair value:

Fair value measured using unobservable inputs.

If multiple inputs are used that have a significant impact to the fair value measurement, suchfair value is categorized in its entirety at the level with the lowest priority in fair value
measurement among levels which each input belongs to.
(1)

Financial Assets and Liabilities for Which Fair Value Is Used as Book Value Stated in the Consolidated
Balance Sheet
Fair value (Millions of yen)
Level 2
Level 3

Level 1

Total

Short-term investments andinvestment securities
Available-for-sale securities
Shares
89,946——89,946
Other
—
—
52
52
Derivative transactions (*)
Currency related
—
1,428
—
1,428
(*) Debts and credits derived from derivative transactions are stated on a net basis. Items to berecorded as net debts in the total are enclosed in brackets.
(2)

Financial Assets and Liabilities for Which Fair Value Is Not Used as Book Value Stated in theConsolidated Balance Sheet
Fair value (Millions of yen)
Level 2
Level 3

Level 1
Short-term investments andinvestment securities
Shares of affiliated companies
Shares

24,664

—

—

Total

24,664(Note) Description of the valuation techniques and inputs used to measure fair value:
Short-term investments and investment securities
Listed shares are valued using quoted prices. As listed shares are traded in active markets, theirfair value is classified as Level 1.
Others are SAFE investments. Their latest fair value is estimated by taking into consideration
events affecting the value of financial instruments and is classified as Level 3.
Derivative transactions
The fair value of forward exchange contracts is measured using observable inputs, such as
exchange rates, and is classified as Level 2.

84VII. Notes Concerning Revenue Recognition
1. Disaggregation of Revenue from Contracts with Customers(Millions of yen)
Business segment
DigitalJapan
Americas
EuropeAsia
Revenue fromcontracts withcustomers
Revenue from othersources
Net sales toexternal customers(Note)

2.

Toys and Hobby IP Production

Amusement

Total

Other

231,618
50,547
63,341
20,602357,917
39,22623,006
71,053

68,244——
162

94,829
1,672
16,588
5,545

5,853
—
—
—

758,462
91,446
102,936
97,364366,110491,204

68,407

118,636

5,853

1,050,210

—

—

—

—

—

—

366,110491,204

68,407

118,636

5,853

1,050,210

Net sales to external customers are based on the location of the Company or its consolidated
subsidiaries and are recorded by country or region.

Useful Information in Understanding Revenue from Contracts with Customers
Useful information in understanding revenue from contracts with customers is as stated in “I.
Notes to Important Information Constituting the Basis for Preparation of Consolidated Financial
Statements, 4. Accounting Policies, (4) Accounting Standards for Significant Income andExpense.”3.

Useful Information in Understanding Amounts of Revenue in This Fiscal Year and Onwards(1) Balance of Contract Assets and Contract Liabilities, etc.
(Millions of yen)This fiscal year
Receivables from contracts with customers (beginningbalance)
Receivables from contracts with customers (ending balance)
Contract assets (beginning balance)
Contract assets (ending balance)
Contract liabilities (beginning balance)
Contract liabilities (ending balance)

99,007
118,120—69
22,567
27,728Contract liabilities are mainly related to the following and are reversed upon recognition ofrevenue:advances received as consideration paid by customers within content of the Digital
Business, which are recognized as revenue when the Group’s performance obligation issatisfied by the acquisition and use of such paid-for items by the customer;advances received for which, if there are elements not yet delivered to the customer, suchas additional free downloadable content of home console games in the Digital Business,
the Company calculates the estimated sale value by referencing the selling price of similar
paid downloadable content and recognizes revenue over the course of the customer’s
average game-playing period; andadvances received from customers before the transfer of goods and products in the Toysand Hobby Business.

85

The amount of revenue that was recognized in the current fiscal year that was included in thecontract liability balance at the beginning of the period is 19,004 million yen.
(2) Transaction Price Allocated to the Remaining Performance Obligations
As there were no material contracts with original expected terms of over one year, descriptions
in regard thereto are omitted for the sake of practical expediency.
VIII. Notes Concerning Per-Share Data
1. Net assets per share¥1,069.29

2. Basic earnings per share¥153.85(Note) The Company conducted a share split with a ratio of three shares for every one common share on April 1, 2023.

86IX. Notes Concerning Significant Subsequent Events(Cancellation of treasury shares)
At the Board of Directors meeting held on May 9, 2024, the Company approved a resolution to cancel
treasury shares as described below pursuant to the provisions of Article 178 of the Companies Act.
1. Class of shares to be cancelled
2. Number of shares to be cancelled
3. Total number of issued shares after cancellation
4. Scheduled date of cancellation

Common shares of the Company
6,000,000 shares(0.9% of total number of issued
shares before cancellation)
660,000,000 shares
May 21, 2024

(Reorganization in Europe and establishment of a subsidiary in connection with the reorganization)
At the Board of Directors meeting held on May 20, 2024, the Company passed a resolution toreorganize its organization in Europe and to establish a subsidiary in connection with thereorganization as follows.
1. Purpose
Currently, in Europe, Bandai Namco Europe S.A.S. (“BNEU”), which is located in France, operates as
an operating holding company that has the two functions of the operating company that operates
the Digital Business and the holding company. The Company aims to implement the Reorganization
to clearly separate the operating company function and holding company function within BNEU
whereby there is a holding company that oversees Continental Europe and strengthens governancefunctions and an operating company that devotes itself to executing business strategy andexpanding the Digital Business.
2. Scheme of the reorganization and its schedule
March 20, 2024
May 20, 2024
September 30, 2024
October 1, 2024

Establishment of BANDAI NAMCO EUROPE NEWCO S.A.S.
(“NEWCO”) as a subsidiary of BNEU
Resolution by the Board of Directors of the Company
After the Digital Business is transferred from BNEU to
NEWCO, NEWCO is renamed Bandai Namco Entertainment
Europe S.A.S. (BNEE)BNEU is renamed Bandai Namco Holdings Europe S.A.S.

3. Outline of newly established subsidiary (scheduled as of October 1, 2024)(1) Name(2) Business description(3) Share capital(4) Date of establishment(5) Shareholding ratio

Bandai Namco Entertainment Europe S.A.S.
Planning, development, marketing and sales of homeconsole and PC game software, and planning,development, and distribution of network content€100(before the transfer of business in September 2024)€231,547 thousand(after the transfer of business in September 2024)
March 20, 2024 (Established as NEWCO)
Scheduled to change its name to BNEE on September 30,
2024 and start operations after the transfer of the digitalbusiness from BNEU
Bandai Namco Holdings Europe S.A.S. 100.0%87

4. Transactions conducted by commonly controlled entities(1) Overview of transaction(i) Name and description of business involved in this reorganization
Name of business: Digital business of BNEU
Description of business: Planning, development, marketing and sales of home console andPC game software, and planning, development, and distribution of
network content(ii) Date of business combination (scheduled)
September 30, 2024(iii) Legal form of business combination
Method equivalent to absorption-type company split in Japan (assets and liabilities related to
BNEU’s digital business are transferred at book value, and BNEE delivers shares to BNEU as
consideration)(2) Overview of accounting process
The accounting process will be carried out as transactions conducted by commonly controlled
entities, in accordance with the “Accounting Standard for Business Combinations” and the“Guidance on the Accounting Standard for Business Combinations and the Accounting Standard
for Business Divestitures.”88Non-Consolidated Balance Sheet(As of March 31, 2024)
ASSETS
Current assets
Cash and deposits
Trade receivables
Short-term loans receivable from subsidiaries andassociates
Current portion of long-term loans receivablefrom subsidiaries and associates
Accounts receivable-other
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
Tools, furniture and fixtures
Land
Construction in progress
Total property, plant and equipment
Intangible assets
Software
Other intangible assets
Total intangible assets
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Long-term loans receivable from subsidiaries andassociates
Other investments and assets
Total investments and other assets
Total non-current assets
TOTAL ASSETS

89(Millions of yen)Amount147,299
116
250
2,000
6,623
1,772
158,062

665
0
3
820
32,914
126
34,530
970
192
1,162
91,124
252,3293,500
9,928
356,881392,574
550,637

LIABILITIESCurrent liabilities
Short-term borrowings from subsidiaries andassociates
Accounts payable-other
Income taxes payable
Provision for directorsʼ bonuses
Provision for share-based compensation
Other provision
Other current liabilities
Total current liabilities
Non-current liabilities
Deferred tax liabilities
Provision for retirement benefits
Guarantee deposits of subsidiaries and associates
Other non-current liabilities
Total non-current liabilities
TOTAL LIABILITIES(Millions of yen)Amount140,533
7,514
8,863
66
84
2
776
157,840
17,943
7
2,883
1,130
21,965
179,805

NET ASSETS

Shareholdersʼ equity
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Total capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
General reserve
Retained earnings carried forward
Total retained earnings
Treasury shares
Total shareholdersʼ equity
Valuation difference and foreign currency translation
adjustment
Valuation difference on available-for-salesecurities, net of tax
Total valuation difference and foreign currencytranslation adjustment
TOTAL NET ASSETSTOTAL LIABILITIES AND NET ASSETS

90

10,0002,500
173,457
175,957
1,645
153,805
10,000143,805
155,451(19,245)
322,163

48,66848,668370,831550,637

Non-Consolidated Statements of Operations(From April 1, 2023 to March 31, 2024)
Operating revenue
Dividends from subsidiaries andassociates
Business management income fromsubsidiaries and associates
Operating expenses
General and administrative expenses
Operating profit
Non-operating income
Dividend income
Rent income
Other non-operating income
Non-operating expenses
Expenses related to rental assets
Loss on investments in capital ofsubsidiaries and associates
Other non-operating expenses
Recurring profit
Extraordinary income
Gain on sales of investment securities
Extraordinary loss
Loss on valuation of shares ofsubsidiaries and associates
Loss on valuation of investment securities
Loss on retirement of non-current assets
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit91(Millions of yen)Amount47,047
10,79857,845
10,865
46,979

1,243
3,503
268

5,015

3,402
825
239

4,467
47,52744,92544,925

1,463
291
48
14,321(773)

1,803
90,64913,547
77,102

Non-Consolidated Statement of Changes in Equity (From April 1, 2023 to March 31, 2024)(Millions of yen)
Shareholdersʼ equity
Capital surplus

Retained earnings
Other retained earnings

Share capitalLegalretainedearnings

Total
retainedearnings

Total
TreasuryshareholdersʼsharesequityGeneralreserve

Retainedearnings
carriedforward

10,000112,702124,347

Dividends of surplus(45,998)(45,998)(45,998)

Profit77,102

77,102

77,102

Balance at beginning of year

10,000Legal
Other
Total capital
apital surplu apital surplu surplus

2,500

173,033

175,533

1,645(2,053)

307,828

Changes during the period

Purchase of treasury
shares
Disposal of treasury shares

423

423

(17,240)(17,240)

48

472

Net changes of items otherthan shareholdersʼ equity
Total changes during theperiodBalance at end of year

–

–

423

423

–

–

31,103

31,103(17,191)

14,335

10,0002,500

173,457

175,957

1,645

10,000143,805

155,451(19,245)

322,163

Valuation difference and foreign currency translation
adjustment
Valuation difference on Total valuation difference andavailable-for-sale securities, foreign currency translation
net of tax
adjustment
Balance at beginning of year

61,683

61,683

Total net assets

369,511

Changes during the period
Dividends of surplus(45,998)

Profit77,102

Purchase of treasury
shares(17,240)

Disposal of treasury shares
Net changes of items otherthan shareholdersʼ equity
Total changes during theperiodBalance at end of year472
(13,015)(13,015)(13,015)(13,015)(13,015)

1,320

48,66848,668370,83192

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

Valuation Basis and Methods for Assets:
Valuation basis and methods for securities:(1) Shares of Subsidiaries and Affiliated Companies:
Stated using the cost method based on the moving average method.
(2)2.

Depreciation Methods for Non-current Assets:
(1)

(2)

3.

Available-for-sale Securities:
Securities other than shares, etc. that do not have a fair value:
Stated using the fair value method. (Valuation differences are reflected directly in net
assets and cost of sales is calculated using the moving average method.)
Shares, etc. that do not have a fair value:
Stated using the cost method based on the moving average method.
With respect, however, to contributions to limited partnerships for investment and similar
partnerships (deemed to be securities under Article 2, Paragraph 2 of the Financial
Instruments and Exchange Act), these are stated by the net amount corresponding to theCompany’s equity share, based on the most recent available financial reports according
to the date for settlement of accounts provided for in the partnership agreement.

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

Basis of Recognition for Provision:(1)

Provision for Directors’ Bonuses:
The Company provides for directors’ bonuses based on estimated bonus payments in thisfiscal year.

(2)

Provision for Share-based Compensation:
The Company provides for expenses arising in share compensation to Officers based on theamount estimated to arise in this fiscal year.

(3)

Provision for Retirement Benefits:
The Company provides for retirement benefits for employees based on estimated retirement
benefit obligations and pension plan assets as of the end of this fiscal year.
In calculating provision for retirement benefits and periodic pension cost, the Company uses
a simplified method under which retirement benefit obligations are principally based on
accrued benefits at the end of the year.

93

4.

Accounting Standards for Significant Income and Expense:
The Company’s revenues consist of consulting fee income and dividend income received fromsubsidiaries.
For consulting fee income, the Company’s performance obligation is to provide contracted
services to each subsidiary in accordance with the terms of the relevant contracts; income isrecognized at the time when the services are provided because the Company’s performanceobligation is satisfied at that time.
For dividend income, revenue is recognized on the effective date of such dividends.

II. Notes to Changes in Method of Presentation(Non-Consolidated Statements of Operations)“Foreign exchange gains” (the amount of which for this fiscal year is 75 million yen), which had
been stated separately up to the previous fiscal year, is included in “Other non-operating
income” under “Non-operating income” due to its immateriality for this fiscal year.
“Interest expense” (the amount of which for this fiscal year is 87 million yen), which had beenstated separately up to the previous fiscal year, is included in “Other non-operating expenses”
under “Non-operating expenses” due to its immateriality for this fiscal year.
“Loss on investments in capital of subsidiaries and associates,” which had been included in“Other non-operating expenses” under “Non-operating expenses” up to the previous fiscal year,
is stated separately due to its increased materiality in this fiscal year. The amount of “Loss on
investments in capital of subsidiaries and associates” for the previous fiscal year was 29 million
yen.
III. Notes to Non-Consolidated Balance Sheet
1.

Amount of Accumulated Depreciation of Property, Plant and Equipment:

2.

Guarantee Obligations¥5,897 million

The Company has made guarantees in respect of obligations in connection with leasing
contracts of an affiliated company.
Bandai Namco Will Inc.
3.

¥23 million

Monetary Claims and Obligations with respect to Affiliated Companies (excluding Amounts Given inSpecific Categories)
Short-term monetary claims on affiliated companies:
Short-term monetary obligations to affiliated companies:
Long-term monetary obligations to affiliated companies:¥6,739 million¥6,151 million¥615 million

IV. Notes to Non-Consolidated Statements of Operations
Transactions with affiliated companies (excluding amounts given in specific categories)
Operating Transactions:
Commission fee¥5,382 million
Non-operating Transactions:Non-operating income¥3,479 million
Non-operating expenses¥66 million
V. Notes to Non-Consolidated Statement of Changes in Equity
The total number and type of treasury shares as of the end of this fiscal year

94Common shares

11,614,499 shares(Note) The Company conducted a share split with a ratio of three shares for every one common share on April 1, 2023.

VI. Notes Concerning Tax Effect Accounting
1.

2.

Main factors in the occurrence of deferred tax assets and deferred tax liabilities
The main factors in the occurrence of deferred tax assets are, among others, denial of loss on
valuation of shares of subsidiaries and associates and loss on valuation of investment securities,
and they were recorded net of valuation allowance. The main factor in the occurrence ofdeferred tax liabilities is valuation difference on available-for-sale securities, net of tax.
Accounting of corporate and local corporate income tax and tax effect accounting with respect
thereto
The Company has adopted the group tax sharing system. Accordingly, the Company has
conducted, and makes disclosure regarding, accounting of corporate and local corporate
income taxes and tax effect accounting with respect thereto in accordance with the “Practical
Solution on the Accounting and Disclosure Under the Group Tax Sharing System” (ASBJ PITF No.
42, August 12, 2021).

95

VII. Notes Concerning Transactions with Related Parties
1.

Subsidiaries and Affiliated Companies, etc.

Type

Company

Ratio ofvoting rights
ownership(Millions of yen)

Relationshipwith relatedpartiesContent
Loans andborrowings(Note 1)

Bandai Namco Holding
Subsidiary Entertainment directlyInc.
100.0%

Subsidiary

Subsidiary

BANDAI CO.,LTD.

Holding
Bandai Namco
directly
Filmworks Inc.
100.0%BANDAI
Subsidiary SPIRITS CO.,LTD.

Subsidiary

Subsidiary

Holding
directly
100.0%

Holding
directly
100.0%

Holding
Bandai Namco
directly
Music Live Inc.
100.0%

SOTSU CO.,LTD.

Holding
directly
100.0%

Bandai Namco Holding
Subsidiary Business Arc
directlyInc.
100.0%

Receipt ofInterlocking
interest
directorate
Payment ofinterest
Payment ofcommissions(Note 2)
Borrowings
Interlocking (Note 1)
directorate
Payment ofinterest
Borrowings
Interlocking (Note 1)
directorate
Payment ofinterest
Borrowings
Interlocking (Note 1)
directorate
Payment ofinterest–

AmountAccount items

Balance asof March 31,
2024

2,302

Short-termborrowings fromsubsidiaries andassociates

7,624

8

–

–

1

–

–

5,004

Accounts payableother

1,808

22,578

Short-termborrowings fromsubsidiaries andassociates

38,777

73,508
130,641
9

Borrowings(Note 1)

3,413

Payment ofinterest

1

Borrowings
Interlocking (Note 1)
directorate
Payment ofinterest
Payment ofInterlocking administrative
directorate services fees
(Note 3)

4,574–
Short-termborrowings fromsubsidiaries andassociates–
Short-termborrowings fromsubsidiaries andassociates–
Short-termborrowings fromsubsidiaries andassociates–
Short-termborrowings fromsubsidiaries andassociates

–
7,543
–
44,749
–
5,712
–
5,532

1

–

–

973

Accounts payableother89

Conditions of transactions and policies for determining the conditions of transactions(Notes) 1. The loans and borrowings are transactions made by the cash management system (CMS);
the amount stated is the average balance during this fiscal year. To clearly disclose theactual conditions of CMS transactions, the transaction net amount is shown. The interest
rate on these loans and borrowings is, based on intra-Group regulations, determinedreasonably, taking into account market interest rates.
2. The commissions paid to Bandai Namco Entertainment Inc. are decided throughcooperative discussion with that company, giving consideration to the total cost pertaining
to the performed services and the like.
3. The administrative services fees paid to Bandai Namco Business Arc Inc. are decided
through cooperative discussion with that company, giving consideration to the total cost
pertaining to the relevant services and the like.

96

2.

Officers and Major Individual Shareholders, etc.

Type

Name

Ratio ofvotingrightsownership

Relationshipwith relatedpartiesPresident andRepresentativ
e Director of
the Company

Officer

Masaru Kawaguchi

Ownership
directly
0.0%

Officer

Yuji Asako

Ownership
directly
0.0%

Director of theCompany

Officer

Nobuhiko Momoi

Ownership
directly
0.0%

Director of theCompany

OfficerNao Udagawa

Ownership
directly
0.0%

Director of theCompany

Officer

Kazuhiro Takenaka

Ownership
directly
0.0%

Director of theCompany

Officer

Makoto Asanuma

Ownership
directly
0.0%

Director of theCompany

Officer

Hiroshi Kawasaki

Ownership
directly
0.0%

Director of theCompany

Officer

Shuji Ohtsu

Ownership
directly
0.0%

Director of theCompany

97

Content
Disposal of treasury
sharesaccompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
sharesaccompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
sharesaccompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
sharesaccompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
sharesaccompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
sharesaccompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
sharesaccompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Disposal of treasury
sharesaccompanying
contribution in kindof the monetarycompensation
claims (Note 1)

Amount(Millions of yen)
Balance
as ofAccountMarch
items
31, 2024

45

–

–

22

–

–

22

–

–

36

–

–

41

–

–

27

–

–

27

–

–

17

–

–

Type

Name

Personequivalent
to officer

Yasuo Miyakawa

Ratio ofvotingrightsownership

Ownership
directly
0.0%

Relationshipwith relatedpartiesContent

Senior Advisorof theCompany

Disposal of treasury
sharesaccompanying
contribution in kindof the monetarycompensation
claims (Note 1)
Payment ofadministrative
services fees (Note2)

AmountAccount
items

Balanceas ofMarch
31, 2024

41

–

–

41

Accounts
payableother6(Notes) 1. These items are due to contribution in kind of monetary compensation claims
accompanying the performance-based share compensation plan. The disposal price oftreasury shares is determined based on the closing price of common shares of the Company
on the Tokyo Stock Exchange on June 16, 2023 (the business day immediately preceding thedate of the resolution at the Board of Directors Meeting).
2. The administrative services fees are decided through cooperative discussion.
VIII.Notes Concerning Per-Share Data
1.

Net assets per share:¥566.69

2.

Basic earnings per share:¥116.84(Note) The Company conducted a share split with a ratio of three shares for every one common share on April 1, 2023.

IX. Notes Concerning Revenue Recognition
Useful Information in Understanding Revenue
Useful information in understanding revenue is as stated in “I. Notes Concerning Significant
Accounting Policies, 4. Accounting Standards for Significant Income and Expense.”
X. Notes Concerning Significant Subsequent Events(Cancellation of Treasury Shares)
This information is omitted because it is stated in “IX. Notes Concerning Significant Subsequent
Events” in the notes to the consolidated financial statements.
(Reorganization in the European Region and Establishment of Subsidiary Accompanying the
Reorganization)
This information is omitted because it is stated in “IX. Notes Concerning Significant Subsequent
Events” in the notes to the consolidated financial statements.

98Independent Auditorʼs Report
May 20, 2024
The Board of Directors
Bandai Namco Holdings Inc.
Tokyo Office, KPMG AZSA LLC
Michiaki Yamabe
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Mayuka Katsuki
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yasuko Kawamata
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

Audit Opinion
Pursuant to Article 444, Paragraph (4) of the Companies Act, we have audited the consolidated
financial statements of Bandai Namco Holdings Inc., which comprise the consolidated balance
sheet, the consolidated statements of operations, the consolidated statement of changes inequity and the notes to the consolidated financial statements applicable to the fiscal year from
April 1, 2023 through March 31, 2024.
In our opinion, the consolidated financial statements referred to above present fairly, in allmaterial respects, the financial position and results of operations of the Group, which consistedof Bandai Namco Holdings Inc. and its consolidated subsidiaries, applicable to the fiscal year
ended March 31, 2024 in accordance with accounting principles generally accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan.
Our responsibilities under those standards are further described in the Auditorʼs
Responsibilities for the Audit of the Consolidated Financial Statements section of our report.
We are independent of the Company and its consolidated subsidiaries in accordance with the
ethical requirements that are relevant to our audit of the consolidated financial statements inJapan, and we have fulfilled our other ethical responsibilities in accordance with theserequirements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
Other Information
Other information is comprised of the business reports and the supplementary schedules
thereto. Management is responsible for the preparation and disclosure of such otherinformation. The Audit & Supervisory Committee is responsible for overseeing the Directorsʼ
performance of duties within the maintenance and operation of the reporting process of otherinformation.
99

Our audit opinion on the consolidated financial statements does not cover other information,
and we do not provide any opinion with respect thereto.
In connection with our audit of the consolidated financial statements, our responsibility is toread through other information and, in doing so, to consider whether such other information ismaterially inconsistent with the consolidated financial statements or any information we haveobtained in the course of auditing, and to pay attention to whether there are any indications ofmaterial misstatements in such other information other than the material inconsistencies
mentioned above.
If we conclude that there is a material misstatement with respect to such other information
based on the auditing we performed, we are required to report to that effect.
We have nothing to report in regard to other information.
Responsibilities of Management and the Audit & Supervisory Committee for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated
financial statements in accordance with accounting principles generally accepted in Japan; thisincludes the maintenance and operation of internal control deemed necessary by management
for the preparation and fair presentation of the consolidated financial statements that are freefrom material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing
whether it is appropriate to prepare the consolidated financial statements with the assumptionof a going concern, and in accordance with accounting principles generally accepted in Japan,
for disclosing, as necessary, matters related to going concern.
The Audit & Supervisory Committee is responsible for overseeing the Directorsʼ performance of
duties within the maintenance and operation of the financial reporting process.
Auditorʼs Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditorʼs report that expresses our opinion on the consolidated financial
statements based on our audit from an independent point of view. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the decisions of users of these consolidated financial
statements.
In accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit process to perform thefollowing:• Identify and assess the risks of material misstatement, whether due to fraud or error, anddesign and perform audit procedures responsive to those risks. Selecting audit procedures
to be applied is at the discretion of the auditor. Obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.
• When auditing the consolidated financial statements, obtain an understanding of internal
control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances in making risk assessments, but not for the purpose of expressing an opinion
on the effectiveness of the entityʼs internal control.
• Evaluate the appropriateness of accounting policies used by management and their methodof application, as well as the reasonableness of accounting estimates made by management
and the appropriateness of related notes thereto.
100• Conclude on the appropriateness of preparing the consolidated financial statements withthe assumption of a going concern by management, and based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Groupʼs ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditorʼs report to thenotes to the consolidated financial statements or, if the notes to the consolidated financial
statements on material uncertainty are inadequate, to express a qualified opinion withexceptions on the consolidated financial statements. Our conclusions are based on the audit
evidence obtained up to the date of our auditorʼs report. However, future events orconditions may cause the Group to cease to continue as a going concern.
• Evaluate whether the presentation of the consolidated financial statements and notes to theconsolidated financial statements are in accordance with accounting standards generally
accepted in Japan, as well as evaluate the presentation, structure, and content of theconsolidated financial statements, including the related notes thereto, and whether the
consolidated financial statements fairly present the underlying transactions and accounting
events.
• Obtain sufficient and appropriate audit evidence regarding the financial information of theCompany and its consolidated subsidiaries to express an opinion on the consolidated
financial statements. We are responsible for the direction, supervision and performance of
the audit of the consolidated financial statements. We remain solely responsible for our
audit opinion.
We report to the Audit & Supervisory Committee regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit process, and other mattersrequired by auditing standards.
We also provide the Audit & Supervisory Committee with a statement that we have compliedwith the provisions on professional ethics in Japan regarding the independence of auditors,
and we communicate with them all matters that may reasonably be deemed to bear on our
independence and, where applicable, countermeasures taken for the purpose of eliminating
obstruction factors or safeguards applied in order to reduce obstruction factors to an
acceptable level.
Conflicts of Interest
We or engagement partners have no interests in the Company and its consolidated subsidiaries,
which should be stated in compliance with the Certified Public Accountants Act.
Notes to the Reader of Independent Auditorʼs Report:
The Independent Auditorʼs Report herein is the English translation of the Independent AuditorʼsReport as required by the Companies Act.

101

Independent Auditorʼs Report
May 20, 2024
The Board of Directors
Bandai Namco Holdings Inc.
Tokyo Office, KPMG AZSA LLC
Michiaki Yamabe
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Mayuka Katsuki
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yasuko Kawamata
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

Audit Opinion
Pursuant to Article 436, Paragraph (2), Item (i) of the Companies Act, we have audited thefinancial statements of Bandai Namco Holdings Inc., which comprise the non-consolidatedbalance sheet, the non-consolidated statements of operations, the non-consolidated
statement of changes in equity, the notes to the non-consolidated financial statements and the
supplementary schedules (the “Financial Statements and Others”) applicable to the 19th fiscal
year from April 1, 2023 through March 31, 2024.
In our opinion, the Financial Statements and Others referred to above present fairly, in allmaterial respects, the financial position and results of operations of the Company applicableto the fiscal year ended March 31, 2024 in accordance with accounting principles generally
accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan.
Our responsibilities under those standards are further described in the Auditorʼs
Responsibilities for the Audit of the Financial Statements and Others section of our report. We
are independent of the Company in accordance with the ethical requirements that are relevant
to our audit of the Financial Statements and Others in Japan, and we have fulfilled our otherethical responsibilities in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
Other information is comprised of the business reports and the supplementary schedules
thereto. Management is responsible for the preparation and disclosure of such otherinformation. The Audit & Supervisory Committee is responsible for overseeing the Directorsʼ
performance of duties within the maintenance and operation of the reporting process of otherinformation.
102

Our audit opinion on the Financial Statements and Others does not cover other information,
and we do not provide any opinion with respect thereto.
In connection with our audit of the Financial Statements and Others, our responsibility is toread through other information and, in doing so, to consider whether such other information ismaterially inconsistent with the Financial Statements and Others or any information we haveobtained in the course of auditing, and to pay attention to whether there are any indications ofmaterial misstatements in such other information other than the material inconsistencies
mentioned above.
If we conclude that there is a material misstatement with respect to such other information
based on the auditing we performed, we are required to report to that effect.
We have nothing to report in regard to other information.
Responsibilities of Management and the Audit & Supervisory Committee for the Financial
Statements and Others
Management is responsible for the preparation and fair presentation of the Financial
Statements and Others in accordance with accounting principles generally accepted in Japan;
this includes the maintenance and operation of internal control deemed necessary bymanagement for the preparation and fair presentation of the Financial Statements and Others
that are free from material misstatement, whether due to fraud or error.
In preparing the Financial Statements and Others, management is responsible for assessing
whether it is appropriate to prepare the Financial Statements and Others with the assumptionof a going concern, and in accordance with accounting principles generally accepted in Japan,
for disclosing, as necessary, matters related to going concern.
The Audit & Supervisory Committee is responsible for overseeing the Directorsʼ performance of
duties within the maintenance and operation of the financial reporting process.
Auditorʼs Responsibilities for the Audit of the Financial Statements and Others
Our responsibilities are to obtain reasonable assurance about whether the Financial
Statements and Others as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditorʼs report that expresses our opinion on the Financial Statements
and Others based on our audit from an independent point of view. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the decisions of users of these Financial Statements andOthers.
In accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit process to perform thefollowing:• Identify and assess the risks of material misstatement, whether due to fraud or error, anddesign and perform audit procedures responsive to those risks. Selecting audit procedures
to be applied is at the discretion of the auditor. Obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.
• When auditing the Financial Statements and Others, obtain an understanding of internal
control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances in making risk assessments, but not for the purpose of expressing an opinion
on the effectiveness of the entityʼs internal control.
• Evaluate the appropriateness of accounting policies used by management and their methodof application, as well as the reasonableness of accounting estimates made by management
and the appropriateness of related notes thereto.
103• Conclude on the appropriateness of preparing the Financial Statements and Others with theassumption of a going concern by management, and based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Groupʼs ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditorʼs report to thenotes to the Financial Statements and Others or, if the notes to the Financial Statements andOthers on material uncertainty are inadequate, to express a qualified opinion withexceptions on the Financial Statements and Others. Our conclusions are based on the audit
evidence obtained up to the date of our auditorʼs report. However, future events orconditions may cause the Group to cease to continue as a going concern.
• Evaluate whether the presentation of the Financial Statements and Others and notes to the
Financial Statements and Others are in accordance with accounting standards generally
accepted in Japan, as well as evaluate the presentation, structure, and content of the
Financial Statements and Others, including the related notes thereto, and whether the
Financial Statements and Others fairly present the underlying transactions and accounting
events.
We report to the Audit & Supervisory Committee regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit process, and other mattersrequired by auditing standards.
We also provide the Audit & Supervisory Committee with a statement that we have compliedwith the provisions on professional ethics in Japan regarding the independence of auditors,
and we communicate with them all matters that may reasonably be deemed to bear on our
independence and, where applicable, countermeasures taken for the purpose of eliminating
obstruction factors or safeguards applied in order to reduce obstruction factors to an
acceptable level.
Conflicts of Interest
We or engagement partners have no interests in the Company, which should be stated incompliance with the Certified Public Accountants Act.
Notes to the Reader of Independent Auditorʼs Report:
The Independent Auditorʼs Report herein is the English translation of the Independent AuditorʼsReport as required by the Companies Act.

104

Audit & Supervisory Committeeʼs Report
Audit Report
We, the Audit & Supervisory Committee, have audited the execution of duties by Directors during
the 19th fiscal year from April 1, 2023 to March 31, 2024. We hereby report on the method and resultsof the audit as follows:

1. Method and Content of Audits
With respect to the resolutions of the Board of Directors on the matters listed in Article 399-13,
Paragraph (1), Items (i)(b) and (i)(c) of the Companies Act and the systems established based onsuch resolutions (internal control systems), the Audit & Supervisory Committee received
periodic reports from Directors and employees, etc. regarding the establishment and operation
status of those systems, obtained explanations thereof as necessary, expressed opinions, andconducted audits using the following methods:(i) We attended the meetings of the Board of Directors and other significant meetings,
received reports on the execution of duties from Directors and employees, etc., obtained
explanations thereof as necessary, viewed documents concerning important decisions,and investigated the conditions of operations and assets of the Company in accordancewith the Audit & Supervisory Committee auditing standards, etc. set out by the Committee,
following the audit policies, audit plan, assignment of duties, and other relevant matters,
and cooperating with the Internal Audit Division. Regarding the Companyʼs subsidiaries,
we communicated and shared information with the Directors and the Audit & Supervisory
Board Members, etc. of the subsidiaries, and received reports on their business asnecessary from them.
(ii) We further examined the content of the basic policy described in the Business Reportconcerning what and how a person or entity controlling decisions on the financial andbusiness policies of the Company should be, based on the meetings of the Board of
Directors and other discussions.
(iii) We monitored and verified that the Accounting Auditor remained independent andperformed audits appropriately, received reports on the execution of its duties from the
Accounting Auditor and requested explanations as necessary. We were also notified that a“system for ensuring the proper execution of duties” (as per Article 131 of the Corporate
Accounting Rules) was organized in accordance with “Quality Control Standards for
Auditing” (October 28, 2005, Business Accounting Council), and requested explanations asnecessary.
Using the aforementioned methods, we examined the Business Report and the supplementaryschedules, non-consolidated financial statements (non-consolidated balance sheet, nonconsolidated statements of operations, non-consolidated statement of changes in equity, and notes
thereto), their supplementary statements and consolidated financial statements (consolidatedbalance sheet, consolidated statements of operations, consolidated statement of changes in equity,and notes thereto) for this fiscal year under review.

1052. Results of the Audit(1) Audit Results of business reports, etc.
(i) We confirm that the business reports and its supplementary statements fairly
represent the condition of the Company and are in conformity with the applicablelaws and regulations and the Articles of Incorporation of the Company.
(ii) We confirm that, with respect to the execution of duties by Directors, there are no
fraudulent acts, or material facts that violate applicable laws and regulations or the
Articles of Incorporation.
(iii) We confirm that the decisions made by the Board of Directors with regard to internal
control systems are proper. We recognize that there is nothing to be cited withrespect to the description of those internal control systems in the business reports
and the execution of duties by Directors.
(iv) We confirm that there is nothing to be cited in respect of the basic policy describedin the business reports concerning what and how a person or entity controlling
decisions on the financial and business policies of the Company should be. We
confirm that actions (Article 118, Item (iii)-(b) of the Enforcement Ordinance of theCompanies Act) described in the business reports are in accordance with this basic
policy and that these actions do not damage our Groupʼs value and shareholdersʼ
common interest, nor serve to maintain the position of the directors of the Company.
(2) Audit Result of non-consolidated financial statements and their supplementarystatements.
We confirm that the methods and the results of the audit by KPMG AZSA LLC, the
Accounting Auditor of the Company, are appropriate.
(3) Audit Result of consolidated financial statements
We confirm that the methods and the results of the audit by KPMG AZSA LLC, the
Accounting Auditor of the Company, are appropriate.
May 20, 2024
Audit & Supervisory Committee
Bandai Namco Holdings Inc.
Full Time Audit & Supervisory
Committee Member
Full Time Audit & Supervisory
Committee Member
Audit & Supervisory Committee
MemberAudit & Supervisory Committee
Member(Note)

Masataka Nagaike(Seal)

Toru Shinoda(Seal)

Satoko Kuwabara(Seal)

Takayuki Komiya(Seal)

Audit & Supervisory Committee Members Toru Shinoda, Satoko Kuwabara, and Takayuki
Komiya are Outside Directors that are provided for in Article 2, Item (xv) and Article 331,
Paragraph (6) of the Companies Act.

END

106