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1、 Annual Report 2022 for the fiscal year ended March 31,2022 Nintendo Co.,Ltd.Table of Contents Information on the Company.2 I.Overview of the Company.2 1.Key financial data and trends.2 2.History.3 3.Description of business.4 4.Subsidiaries and associates.5 5.Employees.7 II.Business Overview.8 1.Man

2、agement policy,management environment,issues to address.8 2.Risk factors.9 3.Analysis of financial position,operating results and cash flow by the management.12 4.Material contracts,etc.15 5.Research and development activities.16 III.Equipment and Facilities.18 1.Overview of capital investments.18 2

3、.Major facilities.18 3.Plans for new installation and retirement of equipment and facilities,etc.19 IV.Profile of the Company.20 1.Status of shares and other relevant matters.20 2.Status of acquisition of treasury shares and other relevant matters.26 3.Dividend policy.29 4.Corporate governance.30 V.

4、Financial Information.48 Consolidated financial statements,etc.48 -1-Documents hereto titled“Annual Report”are based on the Companys Annual Securities Report(Japanese only)prepared following the Financial Instruments and Exchange Act for the purpose of providing accurate financial information and ot

5、her information in a manner that is easy to understand.In the event of any discrepancy between these translated documents and the Japanese originals,the originals shall prevail.The Company assumes no responsibility for this translation or for direct,indirect or any other forms of damages arising fro

6、m the translations.NOTE:Basis of Presenting Consolidated Financial Statements The accompanying consolidated financial statements of Nintendo Co.,Ltd.(the“Company”)and its consolidated subsidiaries are compiled from the consolidated financial statements prepared by the Company as requested by the Fin

7、ancial Instruments and Exchange Act of Japan and are prepared on the basis of accounting principles and practices generally accepted in Japan,which are different in certain respects as to application and disclosure requirements of the International Financial Reporting Standards.The financial stateme

8、nts of the Company and its domestic subsidiaries are prepared on the basis of the accounting and relevant legal requirements in Japan.The financial statements of the overseas consolidated subsidiaries are prepared on the basis of the accounting and relevant legal requirements of their countries of d

9、omicile and no adjustment has been made to their financial statements in consolidation to the extent that significant differences do not occur,as allowed under the generally accepted accounting principles and practices in Japan.Each amount of the accompanying consolidated financial statements is rou

10、nded down to the nearest one million yen or one billion yen.Consequently,the totals shown in the accompanying consolidated financial statements do not necessarily agree with the sums of the individual amounts.The consolidated financial statements presented herein are stated in Japanese yen,the curre

11、ncy of the country in which the Company is incorporated and operates.The rate of 121 to 1 USD,the approximate current rate of exchange on March 31,2022,has been applied for the purpose of presentation of the accompanying consolidated financial statements in U.S.dollars.These amounts in U.S.dollars a

12、re included solely for convenience and are unaudited.These translations should not be construed as representations that the Japanese yen amounts actually represent,have been or could be converted into U.S.dollars at this or any other rate of exchange.The accompanying consolidated financial statement

13、s are not intended to present the consolidated financial position,results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than Japan.-2-Information on the Company I.Overview of the Company 1.Key financial dat

14、a and trends Consolidated financial data Fiscal year 78th 79th 80th 81st 82nd Fiscal year ended March 31 2018 2019 2020 2021 2022 Net sales(Millions of yen)(Millions of dollars)1,055,682 1,200,560 1,308,519 1,758,910 1,695,344 USD 14,011 Operating profit (Millions of yen)(Millions of dollars)177,557

15、 249,701 352,370 640,634 592,760 4,898 Ordinary profit(Millions of yen)(Millions of dollars)199,356 277,355 360,461 678,996 670,813 5,543 Profit attributable to owners of parent(Millions of yen)(Millions of dollars)139,590 194,009 258,641 480,376 477,691 3,947 Comprehensive income(Millions of yen)(M

16、illions of dollars)134,090 200,341 236,490 527,951 530,498 4,384 Net assets(Millions of yen)(Millions of dollars)1,323,574 1,414,798 1,540,900 1,874,614 2,069,310 17,101 Total assets(Millions of yen)(Millions of dollars)1,633,474 1,690,304 1,934,087 2,446,918 2,662,384 22,003 Net assets per share(Ye

17、n)(Dollars)10,980.45 11,833.91 12,933.51 15,734.79 17,635.60 145 Profit per share(Yen)(Dollars)1,162.30 1,615.51 2,171.20 4,032.60 4,046.69 33 Diluted profit per share(Yen)(Dollars)-Capital adequacy ratio(%)80.75 83.40 79.66 76.60 77.71-Return on equity(ROE)(%)10.86 14.22 17.53 28.13 24.23-Price ear

18、nings ratio(PER)(Times)40.32 19.54 19.16 15.33 15.24-Cash flows from operating activities(Millions of yen)(Millions of dollars)152,208 170,529 347,753 612,106 289,661 2,393 Cash flows from investing activities(Millions of yen)(Millions of dollars)61,387 45,353(188,433)(136,533)93,699 774 Cash flows

19、from financing activities(Millions of yen)(Millions of dollars)(61,311)(109,037)(111,031)(194,938)(337,010)(2,785)Cash and cash equivalents at end of period(Millions of yen)(Millions of dollars)484,480 585,378 621,402 932,079 1,022,718 USD 8,452 Number of employees(Persons)5,501 5,944 6,200 6,574 6,

20、717-(Notes)1.Effective from the beginning of the 82nd fiscal year(which ended March 31,2022),the Company has adopted the“Accounting Standard for Revenue Recognition,etc.(Accounting Standards Board of Japan(ASBJ)Statement No.29 of March 31,2020).”The accounting standard has been applied to the major

21、management indicators for the 82nd fiscal year.2.“Diluted profit per share”is not noted because the Company has not issued any dilutive shares.-3-2.History November 1947 Established as Marufuku Co.,Ltd.in Higashikawara-cho,Imagumano,Higashiyama-ku,Kyoto,Japan as a manufacturer/distributor of Japanes

22、e playing cards(karuta)and western playing cards.September 1949 Changed the companys name to Marufuku Karuta Hanbai Co.,Ltd.March 1950 Changed the companys name to Nintendo Karuta Co.,Ltd.and took over karuta manufacturing operations of Yamauchi Nintendo&Co.(currently Yamauchi Co.,Ltd.)July 1951 Cha

23、nged the companys name to Nintendo Playing Card Co.,Ltd.September 1959 Moved the headquarters to 60 Kamitakamatsu-cho,Fukuine,Higashiyama-ku,Kyoto,Japan.September 1961 Established the Tokyo Branch in Tokyo,Japan.January 1962 Listed stock on the Second Section of the Osaka Securities Exchange and on

24、the Kyoto Stock Exchange.October 1963 Changed the companys name to Nintendo Co.,Ltd.(current trade name).July 1970 Stock listing was changed to the First Section of the Osaka Securities Exchange.April 1980 Established a wholly-owned subsidiary,Nintendo of America Inc.,in New York,U.S.A.February 1982

25、 Established a new wholly-owned subsidiary,Nintendo of America Inc.(currently a consolidated subsidiary),in Washington,U.S.A.and merged the New York subsidiary into it through an absorption-type merger.July 1983 Listed stock on the First Section of the Tokyo Stock Exchange.November 1983 Established

26、a new plant in Makishima-cho,Uji City,Kyoto,Japan(currently Uji Plant).February 1990 Established a wholly-owned subsidiary,Nintendo of Europe GmbH,in Germany(currently a consolidated subsidiary).February 1993 Established a wholly-owned subsidiary,Nintendo France S.A.R.L.,in France(currently a consol

27、idated subsidiary).November 2000 Moved the headquarters to 11-1 Hokotate-cho,Kamitoba,Minami-ku,Kyoto,Japan(current location).July 2006 Established a wholly-owned subsidiary,Nintendo of Korea Co.,Ltd.,in South Korea(currently a consolidated subsidiary).June 2016 Transitioned to a Company with an Aud

28、it and Supervisory Committee.April 2017 Acquired shares of JESNET Co.Ltd.and changed its trade name to Nintendo Sales Co.,Ltd.(currently a consolidated subsidiary).April 2022 Transitioned to the Prime Market from the First Section due to the market restructuring of the Tokyo Stock Exchange.-4-3.Desc

29、ription of business In the field of home entertainment,Nintendo Co.,Ltd.and its subsidiaries and associates(composed of 28 subsidiaries and five associates as of March 31,2022),primarily engage in the development,manufacture and sales of entertainment products.Nintendos major products are categorize

30、d into computer-enhanced“dedicated video game platforms,”playing cards,karuta and other products.“Dedicated video game platforms”are defined as hardware and software for the handheld systems and home consoles developed by Nintendo Co.,Ltd.and its subsidiaries and associates,manufactured by Nintendo

31、Co.,Ltd.and distributed primarily by its subsidiaries and associates in Japanese and overseas markets.The positions of Nintendo Co.,Ltd.and its main subsidiaries and associates are described below.Segment information is omitted as Nintendo operates as a single business segment.-Development Nintendo

32、Co.,Ltd.;Nintendo Technology Development Inc.;Nintendo Software Technology Corporation;Retro Studios,Inc.;Next Level Games Inc.;Nintendo European Research and Development SAS;iQue(China)Ltd.;ND CUBE Co.,Ltd.;1-UP Studio Inc.;MONOLITH SOFTWARE INC.;Mario Club Co.,Ltd.-Manufacture Nintendo Co.,Ltd.-Sa

33、les Nintendo Co.,Ltd.;Nintendo of America Inc.;Nintendo of Canada Ltd.;Nintendo of Europe GmbH;Nintendo France S.A.R.L.;Nintendo Benelux B.V.;Nintendo Ibrica,S.A.;Nintendo RU LLC.;Nintendo Australia Pty Limited;Nintendo of Korea Co.,Ltd.;Nintendo(Hong Kong)Limited;Nintendo Sales Co.,Ltd.-5-4.Subsidi

34、aries and associates(1)Consolidated subsidiaries Name of company Location Share capital or Investments in capital Description of principal business Percentage of voting rights held by the Company Relationship with Nintendo Co.,Ltd.(the“Company”)Concurrent positions held by directors Loans Business t

35、ransactions Leasing of fixed assets Director of the Company(number)Employee of the Company(number)Nintendo of America Inc.*1,2 U.S.Thousands of USD 110,000 Sales 100-1-Purchase of products manufactured by the Company -Nintendo of Canada Ltd.Canada Thousands of CAD 4,000 Sales 100(100)-1-Purchase of

36、products manufactured by the Company from Nintendo of America Inc.-Nintendo of Europe GmbH*1,2 Germany Thousands of EUR 30,000 Sales 100-1-Purchase of products manufactured by the Company -Nintendo France S.A.R.L.*1 France Thousands of EUR 10,000 Sales 100-1-Purchase of products manufactured by the

37、Company from Nintendo of Europe GmbH-Nintendo Benelux B.V.Netherlands Thousands of EUR 6,800 Sales 100-1-Purchase of products manufactured by the Company from Nintendo of Europe GmbH-Nintendo Ibrica,S.A.Spain Thousands of EUR 3,000 Sales 100(100)-1-Purchase of products manufactured by the Company fr

38、om Nintendo of Europe GmbH-Nintendo RU LLC.Russia Millions of RUB 104 Sales 100(100)-Purchase of products manufactured by the Company from Nintendo of Europe GmbH-Nintendo Australia Pty Limited Australia Thousands of AUD 8,500 Sales 100-1-Purchase of products manufactured by the Company -Nintendo of

39、 Korea Co.,Ltd.*1 Korea Millions of KRW 25,000 Sales 100-4-Purchase of products manufactured by the Company -Nintendo(Hong Kong)Limited China Thousands of HKD 49,300 Sales 100-3-Purchase of products manufactured by the Company and entrusted purchase of parts for products manufactured by the Company-

40、Nintendo Technology Development Inc.U.S.USD 1 Development 100 1 1-Entrusted development of hardware OS etc.-Nintendo Software Technology Corporation U.S.Thousands of USD 20 Development 100 1 1-Entrusted development of software-Retro Studios,Inc.*1 U.S.Thousands of USD 10,001 Development 100 1-Entrus

41、ted development of software-Next Level Games Inc.Canada Thousands of CAD 11 Development 100 1-Entrusted development of software-Nintendo European Research and Development SAS France Thousands of EUR 300 Development 100(100)-1-Entrusted development of software-iQue(China)Ltd.*1 China Thousands of USD

42、 29,000 Development 100(100)-2-Entrusted development of software-6-Name of company Location Share capital or Investments in capital Description of principal business Percentage of voting rights held by the Company Relationship with Nintendo Co.,Ltd.(the“Company”)Concurrent positions held by director

43、s Loans Business transactions Leasing of fixed assets Director of the Company(number)Employee of the Company(number)Nintendo Sales Co.,Ltd.*1,2 Chiyoda-ku,Tokyo Millions of JPY 300 Sales 100-4-Purchase of products manufactured by the Company Leasing of buildings,etc.owned by the Company ND CUBE Co.,

44、Ltd.Chuo-ku,Tokyo Millions of JPY 483 Development 98-2-Entrusted development of software-1-UP Studio Inc.Chiyoda-ku,Tokyo Millions of JPY 90 Development 100-3-Entrusted development of software Leasing of buildings,etc.owned by the Company MONOLITH SOFTWARE INC.Meguro-ku,Tokyo Millions of JPY 75 Deve

45、lopment 97-2-Entrusted development of software-Mario Club Co.,Ltd.Higashiyama-ku,Kyoto Millions of JPY 450 Development 100-5-Entrusted inspection of software etc.Leasing of buildings owned by the Company(Notes)1.There are six other consolidated subsidiaries not listed above.2.Figures in parentheses

46、in“Percentage of voting rights held by the Company”represent the proportion of indirect ownership.3.Companies marked with*1 are specified subsidiaries.4.Proportion of sales of consolidated subsidiaries marked with*2,excluding inter-company transactions of sales,over total sales on a consolidated bas

47、is surpasses 10%.Major financial information is as follows.Name of company Net sales (Millions of yen)Ordinary profit(Millions of yen)Profit(Millions of yen)Total net assets (Millions of yen)Total assets (Millions of yen)Nintendo of America Inc.678,492 52,074 41,851 452,261 689,015 Nintendo of Europ

48、e GmbH 385,077 14,090 9,709 63,919 206,178 Nintendo Sales Co.,Ltd.244,983 16,021 11,110 45,332 84,212 Name of company Net sales (Millions of dollars)Ordinary profit(Millions of dollars)Profit(Millions of dollars)Total net assets (Millions of dollars)Total assets (Millions of dollars)Nintendo of Amer

49、ica Inc.5,607 430 345 3,737 5,694 Nintendo of Europe GmbH 3,182 116 80 528 1,703 Nintendo Sales Co.,Ltd.2,024 132 91 374 695 (2)Associates accounted for using equity method Name of company Location Share capital or Investments in capital Description of principal business Percentage of voting rights

50、held by the Company Relationship with the Company Concurrent positions held by directors Loans Business transactions Leasing of fixed assets Director of the Company(number)Employee of the Company(number)The Pokmon Company Minato-ku,Tokyo Millions of JPY 365 Sales and licensing of Pokmon related good

51、s 32 1-Purchase of products manufactured by the Company and entrusted manufacturing of products-WARPSTAR,Inc.Chiyoda-ku,Tokyo Millions of JPY 10 Animation production and intellectual property management 50-3-Entrusted management of merchandising rights-7-Name of company Location Share capital or Inv

52、estments in capital Description of principal business Percentage of voting rights held by the Company Relationship with the Company Concurrent positions held by directors Loans Business transactions Leasing of fixed assets Director of the Company(number)Employee of the Company(number)PUX Corporation

53、 Osaka City,Osaka Millions of JPY 45 Development of software engine and license business 27-1-Entrusted development of software-(Note)There is one associate accounted for using equity method other than the ones listed above.5.Employees Segment information is omitted as Nintendo(the Company and its c

54、onsolidated subsidiaries)operates as a single business segment.(1)Information about group As of March 31,2022 Number of employees(persons)6,717(Note)Number of employees represents the number of persons employed,excluding persons seconded from the Company group to outside the Company group,but includ

55、ing persons seconded to the Company group from outside the Company group.It also includes part-time workers hired on a regular basis.(2)Information about reporting company As of March 31,2022 Number of employees(persons)Average age (years)Average length of service(years)Average annual salary 2,634 3

56、9.8 14.2 9,886,405 yen(USD 81,705)(Notes)1.Number of employees represents the number of persons employed,excluding persons seconded from the Company to outside the Company,but including persons seconded to the Company from outside the Company.2.Average annual salary is the amount paid inclusive of t

57、ax in the fiscal year ended March 31,2022,including extra wages and bonuses.(3)Labor unions Labor unions do not exist in the Company but have been formed at some of its consolidated subsidiaries.Labor-management relations have been good,and there are no particular matters to be noted.-8-II.Business

58、Overview 1.Management policy,management environment,issues to address Any forward-looking statements in the following discussion are based on the judgment of the Company group(the Company and its consolidated subsidiaries;also referred to as“Nintendo”)as of the end of the consolidated fiscal year en

59、ded March 31,2022.(1)Basic management policy As an entertainment company that creates smiles,Nintendo strives to create new forms of entertainment while maintaining a robust corporate management.To expand our business,our highest emphasis is placed on providing consumers around the world with exciti

60、ng forms of entertainment that they have never experienced before.(2)Targeted management index Nintendo works to constantly provide new and entertaining products and services,aiming to improve its corporate value by sustaining robust growth and increasing profit.Because Nintendo deals with entertain

61、ment products and content that naturally hold many uncertainties in terms of research and development,we have not set any specific management index targets.This allows our corporate decision-making to stay flexible in this highly competitive industry.(3)Management environment,mid-to long-term corpor

62、ate business strategy and priority business and financial issues to address Regarding the market environment surrounding the Company group,amid growing demand for entertainment among people around the world,not only has the diversification of entertainment continued alongside advances in technology,

63、but competition is also intensifying further as more companies enter the game industry.Amid such changes in the environment,as an entertainment company that creates smiles,the Company group aims to offer its unique and original brand of play that anyone and everyone can intuitively enjoy.To enable u

64、nique entertainment experiences,we place our dedicated video game platform business integrating both hardware and software at the center of everything we do.We understand that all entertainment eventually loses its appeal,so we continually work to provide new and original products and services for p

65、eople everywhere.To continue growing our core business,the Company groups fundamental strategy is to expand the number of people who have access to Nintendo IP.To this end,we seek to broaden the touch points of Nintendo IP with consumers in areas beyond dedicated video game platforms.This includes a

66、pplications for smart devices,which are ubiquitous throughout the world,as well as visual content,theme parks,and character-based merchandise.Through these efforts,we will strive to create opportunities for more consumers to become interested in gaming experiences.In addition,we work to strengthen t

67、he touch points and develop a long-term relationship with each of our consumers,with Nintendo Account as the connection that spans platform generations and unites a variety of entertainment experiences,centered on our integrated hardware-software entertainment.Based on our belief that the true value

68、 of entertainment lies in its uniqueness,Nintendo will strive to achieve sustainable growth and increase our corporate value by offering unique entertainment that plays to the companys strengths,continuing to adapt to the times and cherish the spirit of creativity.-9-2.Risk factors Listed below are

69、the various risks that could affect the Company groups operating results,share price and financial condition.However,unpredictable risks may exist other than the risks set forth herein.Note that matters pertaining to the future presented herein are determined by Nintendo as of the end of the fiscal

70、year ended March 31,2022.(1)Risks around economic environment Fluctuation in foreign exchange rates Nintendo distributes its products globally with overseas sales accounting for more than 70%of its total sales,and the majority of monetary transactions are made in local currencies.In addition,the Com

71、pany holds a substantial amount of assets in foreign currencies;fluctuations in foreign exchange rates have a strong influence not only when accounts in foreign currencies are converted to yen-denominated assets but also when they are revaluated for financial reporting purposes.Therefore,if there ar

72、e significant fluctuations in foreign exchange rates,Nintendos financial position,operating results and cash flows could be adversely affected.In order to reduce the influence of fluctuations in foreign exchange rates,Nintendo purchases in foreign currencies on an ongoing basis.(2)Risks around busin

73、ess activities Fluctuation of market environment and competition against other companies Nintendos business is engaged in one segment of the broad entertainment field.However,its business is also affected by a variety of other entertainment trends.If consumer preferences shift to other forms of ente

74、rtainment,the video game market may shrink.The emergence of new competitors resulting from technological innovation could have a significant impact as well.In the video game industry,it may become even more difficult to be profitable due to large investments required in research and development and

75、marketing.In addition,competition may intensify with large-scale companies doing business in the same industry or in other segments of the entertainment field.Furthermore,if Nintendo is unable to adapt to rapid structural changes or other changes,its financial position,operating results and cash flo

76、ws could be adversely affected.As an entertainment company that creates smiles,the Company group aims to offer its unique and original brand of play that anyone and everyone can intuitively enjoy.To enable unique entertainment experiences,we place our dedicated video game platform business integrati

77、ng both hardware and software at the center of everything we do,and work to provide new and original products and services for people everywhere.To continue growing our core business,the Company groups fundamental strategy is to expand the number of people who have access to Nintendo IP.To this end,

78、we seek to broaden the touch points of Nintendo IP with consumers in areas beyond dedicated video game platforms and create opportunities for more people to become interested in gaming experiences.In addition,we work to develop a long-term relationship with each of our consumers through Nintendo Acc

79、ount.Development of new products Despite the substantial costs and time needed for development of software for dedicated video game platforms and applications for smart-device gaming services,there is no guarantee that all new products and services will be accepted by consumers due to ever shifting

80、preferences.As development of hardware is time-consuming,with technology continuously advancing,Nintendo may not be able to readily acquire technologies required for entertainment.Furthermore,delays of product launches could adversely affect market share.In addition,due to the nature of Nintendo pro

81、ducts and services,it may become difficult to develop,sell or launch the products and services as planned,development may be suspended or aborted,and the original plan could differ to a large extent.In the field of computer entertainment,the development process is complicated and includes many uncer

82、tainties;therefore,if Nintendo is unable to deal with the above risks,its financial position,operating results and cash flows could be adversely affected.Nintendo continuously strives to develop unique and attractive new products.Product valuation and adequate inventory procurement Given that genera

83、l products in the video game industry have relatively short life cycles,and are significantly impacted by consumer preferences as well as seasonality,excess inventory and obsolete inventory could have an adverse effect on Nintendos financial position,operating results and cash flows.Business opportu

84、nities could be missed if supply to the market falls short of the necessary quantity due to difficulties in accurately forecasting demand.At Nintendo,projected production is conducted and sales of downloadable versions of software are promoted in order to guarantee supply based on forecasted demand.

85、Dependency on outside manufacturers Nintendo commissions outside companies to produce key components and assemble finished products.In the event one or more of these outside companies go bankrupt,Nintendo may have difficulty procuring key -10-components or manufacturing its products.In addition,supp

86、liers may be unable to provide necessary components on a timely basis.A shortage of key components could cause issues such as marginal decline due to higher costs,shortage of products and quality control issues.These issues may impair the relationship between Nintendo and its customers.Furthermore,a

87、s many suppliers production facilities are located overseas,a deterioration in local public safety,natural disasters or any other incidents,or other issues specific to the area could interrupt production and negatively affect Nintendos operating performance.Regarding production,Nintendo hedges risks

88、 by procuring parts and materials from and outsourcing production to multiple companies in most cases.For important components,we have identified all processes,places of production,persons in charge,etc.and have a management system in place which,even in the unlikely event of an unforeseeable incide

89、nt,will enable us to get a grasp of the status of damage caused by the accident and take an alternative action as swiftly as possible.Business operations affected by seasonal fluctuation Demand for Nintendos products is largely focused on the year-end sales season,New Year season,etc.,so our busines

90、s performance fluctuates accordingly.Should Nintendo fail to release attractive new products or supply products on time during that period,operating performance could be adversely affected.System issues Nintendo provides various services via the internet,including online games and download sales of

91、digital software,in addition to providing information.However,in the event of the termination or destruction of the operating systems,or the leakage or unauthorized use of data,etc.as a result of a cyber-attack against servers,a natural disaster or an accident,it could have an adverse effect on Nint

92、endos future operating results,share price and financial condition.Considering that networking functions are becoming increasingly important in the Companys business,Nintendo is enhancing assigned in-house resources,hiring necessary human resources,collaborating with outside expert firms and making

93、other such efforts to strengthen its capabilities to deal with system issues.Various factors affecting business activities In addition to Japan,Nintendo engages in business in the United States,Europe,Australia,Asia and other areas of the world.Domestic and overseas business activities involve risks

94、 such as disadvantages from emergence of political or economic factors,disadvantages from inconsistency of multilateral taxation systems and diversity of tax law interpretation,difficulty in recruiting and securing human resources,labor disputes such as strikes,and social disruption resulting from t

95、error attacks,war and other catastrophic events.If the development,manufacture,distribution,sales,etc.of products and services are hindered,Nintendos financial position,operating results and cash flows could be adversely affected.Nintendo will take necessary measures on an ongoing basis.(3)Risks aro

96、und legal regulations and litigation Product liability Nintendo develops and manufactures its products in accordance with applicable safety and quality control standards in locations of sale.However,large-scale product recalls may take place should a defect occur,given that its products are sold wor

97、ldwide.Also,a product defect resulting in product liability compensation could lead to additional expenses and impact the Companys reputation,and has the potential to adversely impact Nintendos future operating performance and financial position.With full awareness of product liability,Nintendo will

98、 continue to proactively work on quality control and quality assurance of products in terms of design,manufacturing and ancillary services.Limitations of enforcing intellectual property rights Although Nintendo has continued to accumulate various intellectual properties which enable the differentiat

99、ion of its offerings from others,there are geographical regions in which it is difficult to effectively address unauthorized uploading via the internet and counterfeit products,which may have a negative impact on Nintendos future operating performance and financial position.Nintendo will take necess

100、ary measures on an ongoing basis.Unauthorized system access and leakage of confidential information Nintendo possesses personal information about its consumers,as well as confidential information concerning development and business operations.If such personal information or confidential information

101、were ever leaked outside of Nintendo,due to breach or other unauthorized access or disclosure,it could have an adverse effect on Nintendos future operating performance,share price and financial condition.Nintendo will take necessary measures on an ongoing basis.-11-Changes in laws and regulations,et

102、c.Unpredicted enactment of or changes in laws and regulations,as well as adoptions of or changes in accounting standards or taxation systems could have an effect on Nintendos performance and financial position.In addition,conflict of views between Nintendo and the tax authorities regarding tax retur

103、ns may result in additional tax expenses.Nintendo keeps up-to-date with information released by government agencies and other external organizations through websites,etc.In addition,Nintendo collects information by participating in seminars hosted by external organizations and subscribing to special

104、ized journals,etc.and conducts various studies in the lead-up to the implementation of changes in laws and regulations,etc.Litigation Nintendos operations in Japan and overseas may be subject to litigation,disputes and other legal procedures,which could adversely affect Nintendos operating performan

105、ce and financial position.Nintendo is taking various measures to reduce the risk of litigation.(4)Spread of COVID-19 The supply of products might be affected if production and distribution are hindered in the future.Other risk factors which are difficult to predict also continue to exist,involving a

106、reas such as development and sales of products and services.Nintendo gives top priority to the health and safety of its consumers and business partners,as well as its employees and their families,and continues to conduct business operations by taking necessary measures so that it can continue to pro

107、vide an environment in which consumers can enjoy its products and services.(5)Other risks Other than the risks set forth above,factors such as uncollectibility of notes and accounts receivable-trade,collapse of financial institutions,environmental regulations,impairment of the corporate brand,change

108、s in the political situation,rapid climate change,or natural disasters due to unforeseen circumstances may adversely affect Nintendos operating performance and financial position.Nintendo will take necessary measures on an ongoing basis.-12-3.Analysis of financial position,operating results and cash

109、 flow by the management The description of the financial position,operating results and cash flow of Nintendo(the Company and its consolidated subsidiaries)in the fiscal year ended March 31,2022(“operating results,etc.”)and the understanding,analysis and examination of Nintendos operating results,et

110、c.from the managements viewpoint are as follows.Any forward-looking statements contained in the following overview are made based on information available as of the end of the fiscal year ended March 31,2022.Segment information is omitted as Nintendo operates as a single business segment.(1)Assumpti

111、ons used in important accounting procedures and estimates Consolidated financial statements of Nintendo are prepared in accordance with accounting standards generally accepted in Japan.In preparing such statements,estimates that may affect the value of assets,liabilities,revenue and expenses are mad

112、e based on the accounting procedures selected and adopted by management.Management sets appropriate assumptions based on past results and the likelihood of future events to make estimates in a reasonable fashion,but uncertainties inherent to such estimates may cause the actual results to be differen

113、t from these estimates.The impact of COVID-19 on the consolidated financial statements is deemed to be negligible;going forward,however,the supply of products might be affected if production and distribution are hindered.Important accounting estimates and assumptions adopted in the consolidated fina

114、ncial statements of Nintendo are detailed in the section“V.Financial Information,Consolidated financial statements,etc.,Notes to Consolidated Financial Statements(Significant accounting estimates).”(2)Operating results,etc.(i)Description and analysis of results The Nintendo Switch business for the f

115、iscal year ended March 31,2022 saw the October 2021 launch of Nintendo Switch OLED Model and strong hardware sales in each region.Growth in sales of Nintendo Switch,Nintendo Switch OLED Model and Nintendo Switch Lite demonstrated a good balance between each of the three individual models,and as a re

116、sult of stable performance among the overall hardware lineup,final sales totaled 23.06 million units.Whereas the March 2020 release of Animal Crossing:New Horizons was a major driver of hardware sales last fiscal year,sales this fiscal year were affected by shortages of semiconductor components and

117、other parts,resulting in a 20.0%decrease year-on-year.Looking at software,among titles released this period,Pokmon Brilliant Diamond and Pokmon Shining Pearl sold a combined 14.65 million units and Pokmon Legends:Arceus sold 12.64 million units,marking sales of more than 10 million units respectivel

118、y.In addition,Mario Party Superstars sold 6.88 million units,and The Legend of Zelda:Skyward Sword HD sold 3.91 million units.Titles released in previous fiscal years also continued to perform well,with Mario Kart 8 Deluxe selling 9.94 million units(for cumulative sales of 45.33 million units)and An

119、imal Crossing:New Horizons selling 6.01 million units(for cumulative sales of 38.64 million units).Sales of titles from other software publishers grew as well,and when combined with those published by Nintendo,a total of 39 titles sold over one million units during this period.As a result,software s

120、ales grew 1.8%year-on-year to 235.07 million units,making it the highest annual software sales figure ever posted for a Nintendo platform to date.Turning to the dedicated video game platform digital business,sales were strong for Nintendo Switch downloadable versions of packaged software.Sales also

121、grew for add-on content,including Animal Crossing:New Horizons Happy Home Paradise and Mario Kart 8 Deluxe Booster Course Pass.In addition,sales of download-only titles and sales related to Nintendo Switch Online also performed well,contributing to digital sales of 359.6 billion(USD 2,971 million;an

122、 increase of 4.5%year-on-year).For the mobile business,many consumers continued to enjoy our applications,and combined with a steady stream of royalty income,the resulting mobile and IP related income totaled 53.3 billion(USD 440 million;a decrease of 6.5%year-on-year).Nintendos management policy,ma

123、nagement strategy,etc.are as described in“II.Business Overview,1.Management policy,management environment,issues to address.”The presence or lack of hit products and their sales volumes are deemed to have a significant impact on operating results,etc.,as described in“II.Business Overview,3.Analysis

124、of financial position,operating results and cash flow by the management,(4)Factors which have a significant impact on operating results,etc.”-13-(ii)Description and analysis of operating results Net sales,operating profit,ordinary profit and profit attributable to owners of parent in the fiscal year

125、 ended March 31,2022 decreased from the previous fiscal year.Net sales reached 1,695.3 billion(USD 14,010 million;a decrease of 3.6%year-on-year),of which overseas sales were 1,336.4 billion(USD 11,044 million;a decrease of 1.8%year-on-year,and 78.8%of total sales).While operating profit came to 592

126、.7 billion(USD 4,898 million;a decrease of 7.5%year-on-year),ordinary profit was 670.8 billion(USD 5,543 million;a decrease of 1.2%year-on-year)due to increase in foreign exchange gains and other factors.Profit attributable to owners of parent totaled 477.6 billion(USD 3,947 million;a decrease of 0.

127、6%year-on-year).(Net sales and operating profit)Net sales decreased from the previous fiscal year by 63.5 billion(USD 524 million)to 1,695.3 billion(USD 14,010 million;a decrease of 3.6%on a year-on-year basis).Gross profit decreased from the previous fiscal year by 24.4 billion(USD 201 million)to 9

128、46.0 billion(USD 7,818 million;a decrease of 2.5%on a year-on-year basis).Due to such factors as the increase in research and development expenses and advertising expenses,selling,general and administrative expenses increased from the previous fiscal year by 23.4 billion(USD 193 million),resulting i

129、n an operating profit of 592.7 billion(USD 4,898 million;a decrease of 7.5%on a year-on-year basis).(Non-operating income and expenses,and ordinary profit)Net non-operating income was 78.0 billion(USD 644 million),due to such factors as the accrual of foreign exchange gains and the recording of shar

130、e of profit of entities accounted for using equity method related to The Pokmon Company and other investments.As a result,ordinary profit was 670.8 billion(USD 5,543 million;a decrease of 1.2%on a year-on-year basis).(Profit attributable to owners of parent)Profit attributable to owners of parent wa

131、s 477.6 billion(USD 3,947 million;a decrease of 0.6%on a year-on-year basis),mainly due to the decrease in ordinary profit from the previous fiscal year.(iii)Description and analysis of financial position(Total assets)Total assets increased by 215.4 billion(USD 1,780 million)compared to the previous

132、 fiscal year-end to 2,662.3 billion(USD 22,002 million).This was mainly due to the increase in finished goods and raw materials,etc.required for operating activities and the increase in cash and deposits attributable to such factors as the receipt of proceeds through operating activities,in addition

133、 to some of them being held in the form of short-term and long-term investment securities.(Total liabilities)Total liabilities increased by 20.7 billion(USD 171 million)compared to the previous fiscal year-end to 593.0 billion(USD 4,900 million).This was mainly due to the increase in other current l

134、iabilities as a result of,among others,recording goods with repurchase obligations for paid-for transactions in accordance with changes in accounting standards,as well as the increase in notes and accounts payable-trade associated with an increase in purchases through operating activities.(Net asset

135、s)Net assets increased by 194.6 billion(USD 1,608 million)compared to the previous fiscal year-end to 2,069.3 billion(USD 17,101 million).-14-This was mainly due to the increase in retained earnings owing to such factors as the posting of profit attributable to owners of parent in the amount of 477.

136、6 billion(USD 3,947 million),offsetting the payment of dividends of surplus in the amount of 240.7 billion(USD 1,989 million).(iv)Description and analysis of cash flows The ending balance of“Cash and cash equivalents”(collectively,“Cash”)as of March 31,2022 was 1,022.7 billion(USD 8,452 million),wit

137、h an increase of 90.6 billion(USD 748 million)during the fiscal year.During the previous fiscal year,there was an increase of 310.6 billion.Net increase(decrease)of Cash and contributing factors during the fiscal year ended March 31,2022 are as follows:Cash flows from operating activities:With respe

138、ct to cash flows from operating activities,there were decreasing factors contributing to 674.3 billion(USD 5,572 million)of profit before income taxes mainly such as payments of income taxes and an increase in inventories.However,due to increasing factors such as an increase in trade payables,net ca

139、sh resulted in an increase of 289.6 billion(USD 2,393 million)compared to an increase of 612.1 billion during the previous fiscal year.Cash flows from investing activities:Net cash from investing activities increased by 93.6 billion(USD 773 million)compared to a decrease of 136.5 billion during the

140、previous fiscal year mainly due to proceeds from withdrawal of time deposits and sale and redemption of short-term and long-term investment securities being greater than payments into time deposits and purchase of short-term and long-term investment securities.Cash flows from financing activities:Ne

141、t cash from financing activities decreased by 337.0 billion(USD 2,785 million)compared to a decrease of 194.9 billion during the previous fiscal year mainly due to payments of cash dividends.(3)Production,orders received and sales information (i)Production results Production results in the fiscal ye

142、ar ended March 31,2022 were as follows.As Nintendo operates as a single business segment,the information is presented by product type.Type Amount Year-on-year increase(decrease)(%)(Millions of yen)(Millions of dollars)Dedicated video game platform Nintendo Switch platform 1,287,728 10,642(2.4)Others

143、 16,299 134(28.0)Subtotal 1,304,027 10,777(2.8)Playing cards,etc.310 2(69.9)Total 1,304,338 10,779(2.9)(Note)The above amounts are calculated based on the selling price.(ii)Order-receiving status Information on orders received is omitted as production is based on make-to-stock production,other than

144、make-to-order production mainly for some software for dedicated video game platforms.-15-(iii)Sales results Sales results in the fiscal year ended March 31,2022 were as follows.As Nintendo operates as a single business segment,the information is presented by product type.Type Amount Year-on-year inc

145、rease(decrease)(%)(Millions of yen)(Millions of dollars)Dedicated video game platform Nintendo Switch platform 1,602,725 13,245(3.8)Others 36,502 301 8.5 Subtotal 1,639,227 13,547(3.6)Mobile,IP related income,etc.53,342 440(6.5)Playing cards,etc.2,773 22 55.9 Total 1,695,344 14,011(3.6)(4)Factors wh

146、ich have a significant impact on operating results,etc.Nintendo operates as a business in the field of home entertainment,in which the presence or lack of hit products and their sales volumes may have a significant impact on its operating results,etc.In addition,the field of entertainment is wide in

147、 scope,and any non-gaming propositions which gain popularity that provide consumers with more entertainment value and surprises may also have an impact.More than 70%of Nintendos total sales are generated in the overseas markets,with most transactions carried out in local currencies.While Nintendo ma

148、kes U.S.dollar-based purchases and purchases in other currencies on an ongoing basis in order to reduce the impact of exchange rate fluctuations,it is difficult to completely eliminate their risk.As a result,exchange rate fluctuations may have an impact on Nintendos financial performance.While dedic

149、ated video game platforms and their compatible software,which are Nintendos main products,represent a majority of total sales,hardware and software have very different profit margins,and fluctuations of their proportions of the total sales may have an impact on gross profit and the gross profit perc

150、entage to sales.In addition,there may be other fluctuating factors such as risks attributable to the spread of COVID-19 as described in“II.Business Overview,2.Risk factors.”(5)Financial source of capital and liquidity of funds As of the end of the consolidated fiscal year ended March 31,2022,the cur

151、rent ratio is 393%,and the ratio of total liabilities to cash and cash equivalents is 1.7 times.Nintendo maintains retained earnings that are necessary in order to adapt to changes in the business environment and to pursue further business expansion,etc.in the future.Major components of the working

152、capital requirements include purchase expenses of materials and parts for manufacturing,advertising expenses and research and development expenses,and dividend and income tax payments.Moreover,it is Nintendos basic policy to internally provide the capital necessary to fund future growth,including ca

153、pital investments.Nintendo ensures self-financing by cash flows from operating activities including sales of dedicated video game platforms,etc.Nintendos approach to shareholder returns is as explained in“IV.Profile of the Company,3.Dividend policy”and specific plans for capital investments are as d

154、escribed in“III.Equipment and Facilities,3.Plans for new installation and retirement of equipment and facilities,etc.”During the launch periods of new products and the year-end sales season,there may be temporary increases in notes and accounts receivable-trade,notes and accounts payable-trade and i

155、nventories,which may have an upward or downward impact on net cash provided by or used in operating activities.Payments into or withdrawals from time deposits with maturities of more than three months,as well as timing of acquisition or sale of short-term investment securities,may have an upward or

156、downward impact on net cash provided by or used in investing activities.4.Material contracts,etc.Not applicable.-16-5.Research and development activities Nintendo(the Company and its consolidated subsidiaries)primarily engages in the active development of hardware and software for dedicated video ga

157、me systems,with support from various companies and organizations,in its effort to put smiles on the faces of everyone Nintendo touches around the world by offering new and compelling products that anyone can enjoy.We also undertake the planning,development and operation of games that many people aro

158、und the world can enjoy in the form of smart-device applications.With respect to hardware,we continuously investigate and undertake research on underlying technologies spanning data storage technology such as semiconductor memory,display technology such as liquid crystal displays,and electronic comp

159、onents,while we also carry out research and development activities to examine the applicability of various technologies to the field of home entertainment including interfaces such as touch panels and sensors,networks such as wireless communication,security,cloud computing,virtual reality(VR),augmen

160、ted reality(AR)and mixed reality(MR),deep learning and big data analysis.Our efforts are not limited to in-house studies and research and we are also exploring various possibilities on a daily basis to discover technologies that will help create new ways to play by proactively turning our attention

161、outside Nintendo.Moreover,we continue to enhance the durability,safety,quality and performance of our products to ensure that consumers can comfortably enjoy them over an extended period,in addition to designing and developing various accessories and pursuing cost-cutting initiatives.With respect to

162、 software,we are focusing on taking full advantage of hardware features in planning our products,designing games that utilize elements including graphics,music and game scripts,and developing programs.Furthermore,in order to deal with digital business expansion,we have strongly driven the expansion

163、of system infrastructure that supports network services in multiple areas,including the various network features of each software title and Nintendo eShop.In addition,we have established a research and development structure for smart-device software,and promote the planning and development of smart-

164、device applications and the development of a back-end server system.Regarding our parts procurement and manufacturing processes,in addition to promoting the mass production of parts that employ new test methods and technologies,we also research and accumulate knowledge pertaining to relevant laws an

165、d regulations with the cooperation and support of our manufacturing partners.Also,in order to pass on a better environment to future generations,we not only strive to be environmentally conscious in our offices,but also work to develop our products while always being mindful to reduce our environmen

166、tal impact through efforts such as using highly energy efficient design,selecting components and materials with low environmental impact,and choosing packaging materials that are easy to recycle.Research and development expenses for the fiscal year were 102.1 billion(USD 843 million),with the outcom

167、es of major research and development activities described below.Segment information is omitted since we operate as a single business segment.For Nintendo Switch hardware,we launched Nintendo Switch OLED Model with a vibrant OLED screen,added various special editions and color variations of game syst

168、ems and accessories,and made ongoing improvements to the software development environment and various network services,among others.As for compatible software,we released Game Builder Garage,which enables even people with no previous experience to take a dip into the world of programming.By connecti

169、ng characters called“Nodons,”who have a wide range of characteristics,in accordance with the instructions,players can create games that they could usually only play.We also released Mario Golf:Super Rush,in which players can enjoy a full-fledged golf experience by gently swinging their Joy-Con like

170、a golf club.It features thrilling competition where players use special shots such as extra-powerful shots and shots that interfere with rivals,and diverse modes including Speed Golf,in which players compete to finish courses in the shortest time.Other titles released include Kirby and the Forgotten

171、 Land,the latest entry in the Kirby series,Metroid Dread,a new addition to the series after 19 years,WarioWare:Get It Together!,The Legend of Zelda:Skyward Sword HD,Mario Party Superstars,Miitopia,and Big Brain Academy:Brain vs.Brain.In our mobile business,we run services on an ongoing basis for gam

172、e applications such as Fire Emblem Heroes,Animal Crossing:Pocket Camp,and Mario Kart Tour.Furthermore,we expanded Nintendo Switch Online,with which consumers can enjoy online competitive and cooperative play and various other services on Nintendo Switch,by adding NINTENDO 64 and other titles to the

173、basic service and introducing the Nintendo Switch Online+Expansion Pack membership plan,which can be used to play paid add-on content for Animal Crossing:New Horizons and other titles.We also added more titles to the Nintendo Entertainment System-Nintendo Switch Online,Super NES-Nintendo Switch Onli

174、ne,and other services.We made the Nintendo eShop service available in even more countries and regions,and continued reviewing the specifications for the various services based on Nintendo Account and making ongoing improvements.Other than the above,we further expanded the amiibo lineup,and released

175、Game&Watch:The Legend of Zelda,equipped with four types of games and a The Legend of Zelda inspired watch function.In addition,on Nintendo Developer Portal,a dedicated website for game creators working on Nintendo platforms,we offer ongoing support for game creators,including individuals,to deliver

176、new entertainment to consumers around -17-the world.On top of these,Nintendo continues to engage in the development of various products and services for the future,including new products that improve peoples QOL(Quality of Life)in enjoyable ways.-18-III.Equipment and Facilities 1.Overview of capital

177、 investments Nintendo develops,manufactures and sells entertainment products,and in the fiscal year ended March 31,2022,it invested 16,766 million(USD 138 million),which was mainly used for research and development facilities,and included intangible assets such as computer software for internal use.

178、Regarding the required funds,all of the capital investments were self-financed and we did not raise external financing.Segment information is omitted as Nintendo operates as a single business segment.2.Major facilities Major facilities are as follows.As Nintendo(the Company and its consolidated subs

179、idiaries)operates as a single business segment,the information is presented on a business-by-business basis.(1)Reporting company As of March 31,2022 Principal places of business(Location)Description of business Description of equipment&facilities Book value(Millions of yen)Number of employees(person

180、s)Buildings and structures Machinery,equipment and vehicles Land(area:thousands of square meters)Tools,furniture and fixtures Other Total Uji Plant(Uji City,Kyoto Prefecture)Manufacturing Production facilities 2,367 178 1,866(25)77 3 4,493 129 Head Office(Minami-ku,Kyoto Prefecture)Administration,sa

181、les,development,manufacturing Other facilities 16,264 33 17,160(57)1,318 8,455 43,233 2,363 Tokyo Branch Office*1,2(Chiyoda-ku,Tokyo)Administration,sales,development Other facilities 1,247 0-(-)173 60 1,483 142 Asset leased to Nintendo Sales Co.,Ltd.(Uji City,Kyoto Prefecture)Sales Other facilities

182、963 0 4,079(9)2 0 5,046-Asset leased to Nintendo Sales Co.,Ltd.(Kita-ku,Osaka Prefecture)Sales Other facilities 783-5,763(1)2 0 6,549-Principal places of business(Location)Description of business Description of equipment&facilities Book value(Millions of dollars)Number of employees(persons)Buildings

183、 and structures Machinery,equipment and vehicles Land(area:thousands of square meters)Tools,furniture and fixtures Other Total Uji Plant(Uji City,Kyoto Prefecture)Manufacturing Production facilities 19 1 15(25)0 0 37 129 Head Office(Minami-ku,Kyoto Prefecture)Administration,sales,development,manufac

184、turing Other facilities 134 0 141(57)10 69 357 2,363 Tokyo Branch Office*1,2(Chiyoda-ku,Tokyo)Administration,sales,development Other facilities 10 0-(-)1 0 12 142 Asset leased to Nintendo Sales Co.,Ltd.(Uji City,Kyoto Prefecture)Sales Other facilities 7 0 33(9)0 0 41-Asset leased to Nintendo Sales C

185、o.,Ltd.(Kita-ku,Osaka Prefecture)Sales Other facilities 6-47(1)0 0 54-(Notes)1.Book value of Other represents book value of intangible assets and long-term prepaid expenses.2.*1 Tokyo Branch Office leases a building,of which the amount of annual rent expenses is 1,126 million(USD 9 million).3.*2 The

186、 amounts include some of the assets leased to Nintendo Sales Co.,Ltd.and 1-UP Studio Inc.-19-(2)Overseas subsidiaries As of March 31,2022 Name of company(Location)Description of business Description of equipment&facilities Book value(Millions of yen)Number of employees(persons)Buildings and structur

187、es Machinery,equipment and vehicles Land(area:thousands of square meters)Tools,furniture and fixtures Other Total Nintendo of America Inc.(United States)Sales Other facilities 12,145 785 3,782(508)1,754 2,603 21,071 1,229 Nintendo of Europe GmbH(Germany)Sales Other facilities 3,996 158-(-)582 1,225

188、5,963 902 Name of company(Location)Description of business Description of equipment&facilities Book value(Millions of dollars)Number of employees(persons)Buildings and structures Machinery,equipment and vehicles Land(area:thousands of square meters)Tools,furniture and fixtures Other Total Nintendo o

189、f America Inc.(United States)Sales Other facilities 100 6 31(508)14 21 174 1,229 Nintendo of Europe GmbH(Germany)Sales Other facilities 33 1-(-)4 10 49 902(Notes)1.Book value of Other represents book value of construction in progress and intangible assets.2.The above amounts include right-of-use ass

190、ets.3.Plans for new installation and retirement of equipment and facilities,etc.Plans for the installation of new equipment and facilities,etc.are as follows.There are no plans for retirement/sale of important equipment and facilities,excluding retirement/sale for the purpose of regular renewal.Segm

191、ent information is omitted as Nintendo operates as a single business segment.Actual capital investments by Nintendo may vary significantly from the forecasts below due to factors including those stated in“II.Business Overview,2.Risk factors.”Name of company Description of equipment and facilities Pl

192、anned investment amount Month/year of commencement Month/year of scheduled completion Nintendo Co.,Ltd.and its consolidated subsidiaries Research and development facilities 22,000 million yen(USD 181 million)April 2021 March 2024 Nintendo Co.,Ltd.and its consolidated subsidiaries Production faciliti

193、es for molds,etc.8,000 million yen(USD 66 million)April 2021 March 2024 Nintendo Co.,Ltd.and its consolidated subsidiaries Renovation,updating,etc.of other buildings,etc.36,000 million yen(USD 297 million)April 2021 March 2024 Total 66,000 million yen(USD 545 million)-(Note)Funds required for equipm

194、ent and facilities,etc.in the future referred to above are to be self-financed.-20-IV.Profile of the Company 1.Status of shares and other relevant matters(1)Total number of shares and other information (i)Total number of shares Class Total number of shares authorized to be issued(shares)Common share

195、s 400,000,000 Total 400,000,000 (ii)Number of shares issued Class Number of shares outstanding as of the end of fiscal year (March 31,2022)Number of shares outstanding as of issuance date of this report (June 30,2022)Name of stock exchange on which Nintendo is listed or name of authorized financial

196、instruments firm association Description Common shares 129,869,000 129,869,000 Tokyo Stock Exchange First Section(As of the end of fiscal year)Prime Market(As of June 30,2022)Number of shares constituting a unit:100 shares Total 129,869,000 129,869,000-(2)Status of share subscription rights and othe

197、r relevant matters(i)Description of stock option scheme Not applicable (ii)Description of rights plans Not applicable (iii)Other matters regarding status of share subscription rights,etc.Not applicable (3)Exercise status and other relevant matters concerning bonds with share subscription rights cont

198、aining a clause for exercise price adjustment Not applicable (4)Trend of total number of shares issued,amount of common shares and other relevant matters Date Change in the number of shares issued (Thousands of shares)Balance of the number of shares issued (Thousand of shares)Change in share capital

199、(Millions of yen)Balance of share capital(Millions of yen)Change in legal capital surplus(Millions of yen)Balance of legal capital surplus(Millions of yen)March 29,2019(10,000)131,669-10,065-11,584 September 16,2021(1,800)129,869-10,065-11,584 Date Change in the number of shares issued (Thousands of

200、 shares)Balance of the number of shares issued (Thousands of shares)Change in share capital(Millions of dollars)Balance of share capital(Millions of dollars)Change in legal capital surplus(Millions of dollars)Balance of legal capital surplus(Millions of dollars)March 29,2019(10,000)131,669-83-95 Sep

201、tember 16,2021(1,800)129,869-83-95(Note)The decrease is due to the cancellation of treasury shares.-21-(5)Status of shareholders As of March 31,2022 Classification Status of shares(number of shares constituting a unit:100 shares)Status of shares less than one unit(shares)National and local governmen

202、t Financial institutions Financial services providers Other legal entities Foreign shareholders Individuals and other Total Other than individuals Individuals Number of shareholders(persons)-113 35 526 1,212 89 26,189 28,164-Number of shares held(units)-386,706 41,632 40,424 645,411 324 182,107 1,29

203、6,604 208,600 Shareholding ratio(%)-29.82 3.21 3.12 49.78 0.02 14.05 100.00-(Notes)1.Out of treasury shares of 12,547,022 shares,125,470 units and 22 shares are included in“Individuals and other”and“Status of shares less than one unit,”respectively.2.“Other legal entities”includes one unit of shares

204、 held in the name of Japan Securities Depository Center,Inc.-22-(6)Status of major shareholders As of March 31,2022 Name of shareholder Address Number of shares held (Hundreds of shares)Shareholding ratio(excluding treasury shares)(%)The Master Trust Bank of Japan,Ltd.(Trust Account)2-11-3 Hamamatsu

205、-cho,Minato-ku,Tokyo 194,104 16.54 Custody Bank of Japan,Ltd.(Trust Account)1-8-12 Harumi,Chuo-ku,Tokyo 63,983 5.45 JP Morgan Chase Bank 380815(Standing proxy:Settlement&Clearing Services Department,Mizuho Bank,Ltd.)25 BANK STREET,CANARY WHARF,LONDON,E14 5JP,UNITED KINGDOM(2-15-1 Konan,Minato-ku,Tok

206、yo)63,741 5.43 The Bank of Kyoto,Ltd.(Standing proxy:Custody Bank of Japan,Ltd.)700 Yakushimae-cho,Karasuma-dori,Matsubara-Agaru,Shimogyo-ku,Kyoto (1-8-12 Harumi,Chuo-ku,Tokyo)48,802 4.16 The Nomura Trust and Banking Co.,Ltd.(MUFG Bank,Ltd.Retiree Allowance Trust Account)2-2-2 Otemachi,Chiyoda-ku,To

207、kyo 42,109 3.59 State Street Bank West Client Treaty 505234(Standing proxy:Settlement&Clearing Services Department,Mizuho Bank,Ltd.)1776 HERITAGE DRIVE,NORTH QUINCY,MA 02171,U.S.A.(2-15-1 Konan,Minato-ku,Tokyo)19,888 1.70 CITIBANK,N.A.-NY,AS DEPOSITARY BANK FOR DEPOSITARY SHARE HOLDERS(Standing prox

208、y:Citibank,N.A.,Tokyo Branch)388 GREENWICH STREET NEW YORK,NY 10013 USA(6-27-30 Shinjuku,Shinjuku-ku,Tokyo)18,460 1.57 GIC Private Limited-C(Standing proxy:MUFG Bank,Ltd.)168 ROBINSON ROAD#37-01 CAPITAL TOWER SINGAPORE 068912(2-7-1 Marunouchi,Chiyoda-ku,Tokyo)17,839 1.52 DeNA Co.,Ltd.2-24-12 Shibuya

209、,Shibuya-ku,Tokyo 17,594 1.50 The Bank of New York 134104(Standing proxy:Settlement&Clearing Services Department,Mizuho Bank,Ltd.)RUE MONTOYERSTRAAT 46,1000 BRUSSELS,BELGIUM(2-15-1 Konan,Minato-ku,Tokyo)14,538 1.24 Total-501,060 42.71(Notes)1.The Companys 125,470 hundred treasury shares are excluded

210、 from the above table.2.Although the Statements of Large-Volume Holdings made available for public inspection dated December 7,2020 states that the following shares are held by Sumitomo Mitsui Trust Asset Management Co.,Ltd.and its joint holders as of November 30,2020,the above status of major share

211、holders is based on the shareholder registry,as the Company could not confirm the actual number of shares held as of March 31,2022.The total number of shares issued decreased by 1,800,000 shares to 129,869,000 shares due to the cancellation of treasury shares on September 16,2021;however,the shareho

212、lding ratio in the Statements of Large-Volume Holdings(Statement of Changes)submitted before said date is stated as the ratio before the cancellation of treasury shares.-23-3.Although the Statement of Changes made available for public inspection dated January 17,2022 states that the following shares

213、 are held by MUFG Bank,Ltd.and its joint holders as of January 10,2022,the above status of major shareholders is based on the shareholder registry,as the Company could not confirm the actual number of shares held as of March 31,2022.Name of shareholder Address Number of shares held (Hundreds of shar

214、es)Shareholding ratio(excluding treasury shares)(%)MUFG Bank,Ltd.2-7-1 Marunouchi,Chiyoda-ku,Tokyo 42,109 3.24 Mitsubishi UFJ Trust and Banking Corporation 1-4-5 Marunouchi,Chiyoda-ku,Tokyo 40,650 3.13 Mitsubishi UFJ Kokusai Asset Management Co.,Ltd.1-12-1 Yurakucho,Chiyoda-ku,Tokyo 11,075 0.85 Tota

215、l-93,834 7.23 Name of shareholder Address Number of shares held (Hundreds of shares)Shareholding ratio(excluding treasury shares)(%)Sumitomo Mitsui Trust Asset Management Co.,Ltd.1-1-1 Shibakoen,Minato-ku,Tokyo 41,077 3.12 Nikko Asset Management Co.,Ltd.9-7-1 Akasaka,Minato-ku,Tokyo 24,814 1.88 NIKK

216、O ASSET MANAGEMENT AMERICAS,INC.605 Third Avenue,38th Floor New York,NY 10158,U.S.A.1,728 0.13 Total-67,619 5.14 -24-4.Although the Statements of Large-Volume Holdings made available for public inspection dated March 22,2017 states that the following shares are held by BlackRock Japan Co.,Ltd.and it

217、s joint holders as of March 15,2017,the above status of major shareholders is based on the shareholder registry,as the Company could not confirm the actual number of shares held as of March 31,2022.The total number of shares issued decreased by 11,800,000 shares in total to 129,869,000 shares due to

218、 the cancellation of treasury shares on March 29,2019 and September 16,2021;however,the shareholding ratio in the Statements of Large-Volume Holdings(Statement of Changes)submitted before said date is stated as the ratio before the cancellation of treasury shares.Name of shareholder Address Number o

219、f shares held(Hundreds of shares)Shareholding ratio(excluding treasury shares)(%)BlackRock Japan Co.,Ltd.1-8-3 Marunouchi,Chiyoda-ku,Tokyo 21,768 1.54 BlackRock Advisors,LLC 1209 Orange Street,Wilmington,New Castle County,Delaware,USA 6,892 0.49 BlackRock Investment Management LLC 1 University Squar

220、e Drive;Princeton,New Jersey,USA 1,843 0.13 BlackRock(Luxembourg)S.A.35a Avenue JF Kennedy L-1855 Luxembourg.1,972 0.14 BlackRock Life Limited 12 Throgmorton Avenue London,UK 2,453 0.17 BlackRock Asset Management Ireland Limited JP Morgan House International Financial Services Centre,Dublin,Ireland

221、4,460 0.31 BlackRock Fund Advisors 400 Howard Street,San Francisco,California,USA 14,264 1.01 BlackRock Institutional Trust Company,N.A.400 Howard Street,San Francisco,California,USA 17,501 1.24 BlackRock Investment Management(UK)Limited 12 Throgmorton Avenue London,UK 2,017 0.14 Total-73,172 5.17 -

222、25-(7)Status of voting rights(i)Shares issued As of March 31,2022 Class Number of shares(shares)Number of voting rights(units)Description Shares without voting rights -Shares with restricted voting rights(treasury shares,etc.)-Shares with restricted voting rights(other)-Shares with full voting right

223、s(treasury shares,etc.)(Treasury shares)Common shares 12,547,000-Number of shares constituting a unit:100 shares Shares with full voting rights(other)Common shares 117,113,400 1,171,134 Same as the above Shares less than one unit Common shares 208,600-Shares less than one unit(100 shares)Total numbe

224、r of shares issued 129,869,000-Total number of voting rights held by all shareholders-1,171,134-(Note)“Shares with full voting rights(other)”includes one hundred shares(one voting right)held in the name of Japan Securities Depository Center,Inc.(ii)Treasury shares and other relevant matters As of Ma

225、rch 31,2022 Name of shareholder Address of shareholder Number of shares held under own name(shares)Number of shares held under another name(shares)Total number of shares held(shares)Shareholding ratio over the total number of shares issued(%)(Treasury shares)Nintendo Co.,Ltd.11-1 Hokotate-cho,Kamito

226、ba,Minami-ku,Kyoto 601-8501 Japan 12,547,000-12,547,000 9.66 Total-12,547,000-12,547,000 9.66 -26-2.Status of acquisition of treasury shares and other relevant matters Class of shares,etc.Acquisition of common shares under Article 155,item 3 and Article 155,item 7 of the Companies Act(1)Status of ac

227、quisition based on a resolution approved at the General Meeting of Shareholders Not applicable (2)Status of acquisition based on a resolution approved by the Board of Directors Acquisition under Article 155,item 3 of the Companies Act Classification Number of shares(shares)Total amount of acquisitio

228、n price(yen)Status of the resolution approved by the meeting of the Board of Directors(held on August 5,2021)(Acquisition period:August 6,2021 to September 15,2021)1,800,000 100,000,000,000 Treasury shares acquired prior to the fiscal year ended March 31,2022-Treasury shares acquired during the fisc

229、al year ended March 31,2022 1,800,000 95,055,047,995 Total number and amount of remaining shares to be acquired based on the resolution approved by the Board of Directors-4,944,952,005 Percentage of unexecuted rights as of March 31,2022(%)-4.9 Treasury shares acquired during the current period-Perce

230、ntage of unexecuted rights as of submission date of this report(%)-4.9 Classification Number of shares(shares)Total amount of acquisition price(dollars)Status of the resolution approved by the meeting of the Board of Directors(held on August 5,2021)(Acquisition period:August 6,2021 to September 15,2

231、021)1,800,000 826,446,280 Treasury shares acquired prior to the fiscal year ended March 31,2022-Treasury shares acquired during the fiscal year ended March 31,2022 1,800,000 785,578,909 Total number and amount of remaining shares to be acquired based on the resolution approved by the Board of Direct

232、ors-40,867,371 Percentage of unexecuted rights as of March 31,2022(%)-4.9 Treasury shares acquired during the current period-Percentage of unexecuted rights as of submission date of this report(%)-4.9 -27-Classification Number of shares(shares)Total amount of acquisition price(yen)Status of the reso

233、lution approved by the meeting of the Board of Directors(held on May 10,2022)(Acquisition period:May 11,2022)1,000,000 56,360,000,000 Treasury shares acquired prior to the fiscal year ended March 31,2022-Treasury shares acquired during the fiscal year ended March 31,2022-Total number and amount of r

234、emaining shares to be acquired based on the resolution approved by the Board of Directors-Percentage of unexecuted rights as of March 31,2022(%)-Treasury shares acquired during the current period 899,500 50,695,820,000 Percentage of unexecuted rights as of submission date of this report(%)10.1 10.1

235、Classification Number of shares(shares)Total amount of acquisition price(dollars)Status of the resolution approved by the meeting of the Board of Directors(held on May 10,2022)(Acquisition period:May 11,2022)1,000,000 465,785,123 Treasury shares acquired prior to the fiscal year ended March 31,2022-

236、Treasury shares acquired during the fiscal year ended March 31,2022-Total number and amount of remaining shares to be acquired based on the resolution approved by the Board of Directors-Percentage of unexecuted rights as of March 31,2022(%)-Treasury shares acquired during the current period 899,500

237、418,973,719 Percentage of unexecuted rights as of submission date of this report(%)10.1 10.1 (3)Description of acquisition of treasury shares not based on a resolution approved at the General Meeting of Shareholders or a resolution approved by the Board of Directors Acquisition under Article 155,ite

238、m 7 of the Companies Act Classification Number of shares(shares)Total amount of acquisition price(yen)Treasury shares acquired during the fiscal year ended March 31,2022 789 45,788,340 Treasury shares acquired during the current period 50 2,811,000 Classification Number of shares(shares)Total amount

239、 of acquisition price(dollars)Treasury shares acquired during the fiscal year ended March 31,2022 789 378,416 Treasury shares acquired during the current period 50 23,231(Note)The number of treasury shares acquired during the current period does not include shares less than one full unit purchased d

240、uring the period from June 1,2022 to the submission date of this report.-28-(4)Status of disposition and holding of acquired treasury shares Classification Fiscal year ended March 31,2022 Current period(April 1 to May 31,2022)Number of shares(shares)Total amount of disposal price(yen)Number of share

241、s(shares)Total amount of disposal price(yen)Acquired treasury shares for which subscribers were solicited -Acquired treasury shares that were retired 1,800,000 31,608,774,000-Acquired treasury shares that were transferred in association with a merger,share exchange,share issuance or corporate split

242、-Other-Number of treasury shares held 12,547,022-13,446,572-Classification Fiscal year ended March 31,2022 Current period(April 1 to May 31,2022)Number of shares(shares)Total amount of disposal price(dollars)Number of shares(shares)Total amount of disposal price(dollars)Acquired treasury shares for

243、which subscribers were solicited -Acquired treasury shares that were retired 1,800,000 261,229,537-Acquired treasury shares that were transferred in association with a merger,share exchange,share issuance or corporate split-Other-Number of treasury shares held 12,547,022-13,446,572-(Note)The number

244、of treasury shares held during the period from April 1 to May 31,2022 does not include shares less than one full unit purchased or sold during the period from June 1,2022 to the submission date of this report.-29-3.Dividend policy It is the Companys basic policy to internally provide the capital nec

245、essary to fund future growth,including capital investments,and to maintain a strong and liquid financial position in preparation for changes in the business environment and intensified competition.As for direct profit returns to our shareholders,dividends are paid based on profit levels achieved in

246、each fiscal period.It is the Companys basic policy to distribute the surplus twice per year in the form of an interim dividend and a year-end dividend.The Articles of Incorporation of the Company stipulate that the Company“may pay an interim dividend based on a resolution approved by the Board of Di

247、rectors”pursuant to the provisions of Article 454,item 5 of the Companies Act.The governing bodies which determine the interim dividend and year-end dividend are the Board of Directors and the General Meeting of Shareholders,respectively.The annual dividend per share will be established at the highe

248、r of the amount calculated by dividing 33%of consolidated operating profit by the total number of outstanding shares,excluding treasury shares,as of the end of the fiscal year rounded up to the 10 yen digit,and the amount calculated based on the 50%consolidated profit standard rounded up to the 10 y

249、en digit.The interim dividend per share is calculated by dividing 33%of consolidated operating profit by the total number of outstanding shares,excluding treasury shares,as of the end of the six-month period rounded up to the 10 yen digit.According to the aforementioned policy,the annual dividend pe

250、r share for the fiscal year ended March 31,2022 was calculated as 2,030 yen(USD 16.77)(interim:620 yen USD 5.12,year-end:1,410 yen USD 11.65).Retained earnings are maintained for effective use in research of new technology and development of new products and services,capital investments and securing

251、 materials,enhancement of selling power including advertisements,strengthening of network infrastructure,and treasury share buyback whenever deemed appropriate.(Note)Dividend payments for which the record date is in the fiscal year ended March 31,2022 are as follows.Date of resolution Total amount o

252、f dividend Dividend per share Resolved at the meeting of the Board of Directors on November 4,2021 72,739 million 620 Resolved at the Annual General Meeting of Shareholders on June 29,2022 165,423 million 1,410 Date of resolution Total amount of dividend Dividend per share Resolved at the meeting of

253、 the Board of Directors on November 4,2021 USD 601 million USD 5.12 Resolved at the Annual General Meeting of Shareholders on June 29,2022 USD 1,367 million USD 11.65 -30-4.Corporate governance(1)Outline of corporate governance(i)Basic views on corporate governance At Nintendo,we strive to maximize

254、long-term,continuous corporate value while carefully considering the benefits for everyone we touch,including not only shareholders but also consumers,business partners,employees,local communities and other stakeholders.We are working to build a highly transparent and sound system of corporate gover

255、nance,as well as improve our corporate ethics.(ii)Outline of corporate governance system and reason for adoption of such system The Company aims to strengthen the supervisory functions of the Board of Directors and further enhance the corporate governance system of the Company as a Company with an A

256、udit and Supervisory Committee.The Company has also introduced the Executive Officer System for the purpose of clarifying the responsibility for the execution of operations,and establishing a more flexible management structure which can appropriately and swiftly respond to the rapidly changing busin

257、ess environment.The foregoing will be enabled by separating the management decision-making and supervisory functions from the execution of operations as well as by accelerating the delegation of authority to execute operations.The Companys corporate governance system is as shown below.(Board of Dire

258、ctors)The Board of Directors consists of ten Directors(including four Directors who are Audit and Supervisory Committee Members),of whom four are Outside Directors(including three Directors who are Audit and Supervisory Committee Members).All Outside Directors meet the standards for independent offi

259、cers set forth by Tokyo Stock Exchange,Inc.The Board of Directors holds meetings once a month in principle,and deliberates important matters related to management in accordance with laws and regulations,etc.as the body in charge of management decision-making and supervision.Board members:Board chair

260、person Shuntaro Furukawa,Representative Director and President;Shigeru Miyamoto,Representative Director;Shinya Takahashi,Director;Satoru Shibata,Director;Ko Shiota,Director;Chris Meledandri,Outside Director;Takuya Yoshimura,Director(Full-Time Audit and Supervisory Committee Member);Katsuhiro Umeyama

261、,Outside Director(Audit and Supervisory Committee Member);Masao Yamazaki,Outside -31-Director(Audit and Supervisory Committee Member);and Asa Shinkawa,Outside Director(Audit and Supervisory Committee Member)(Audit and Supervisory Committee)The Audit and Supervisory Committee consists of one full-tim

262、e internal Director and three Outside Directors.The Audit and Supervisory Committee holds meetings once a month in principle,and deliberates matters provided for in laws and regulations,etc.as the body in charge of auditing the execution of duties,in addition to exchanging audit opinions.Committee m

263、embers:Committee chairperson Takuya Yoshimura,Director(Full-Time Audit and Supervisory Committee Member);Katsuhiro Umeyama,Outside Director(Audit and Supervisory Committee Member);Masao Yamazaki,Outside Director(Audit and Supervisory Committee Member);and Asa Shinkawa,Outside Director(Audit and Supe

264、rvisory Committee Member)The Company has established the Audit and Supervisory Committee Office which assists the Audit and Supervisory Committee in performing its duties,and has appointed one dedicated staff member in the Office.(Nomination Advisory Committee)With the aim of increasing objectivity

265、and transparency in the procedures for determining the nomination and compensation of Directors,etc.,the Company has established the Nomination Advisory Committee,which consists of the Representative Director and President and all Directors who are Audit and Supervisory Committee Members.As a non-ma

266、ndatory advisory body to the Board of Directors,the Nomination Advisory Committee deliberates matters related to the nomination and compensation of Directors,etc.Committee members:Committee chairperson Katsuhiro Umeyama,Outside Director(Audit and Supervisory Committee Member);Shuntaro Furukawa,Repre

267、sentative Director and President;Takuya Yoshimura,Director(Full-Time Audit and Supervisory Committee Member);Masao Yamazaki,Outside Director(Audit and Supervisory Committee Member);and Asa Shinkawa,Outside Director(Audit and Supervisory Committee Member)(Executive Management Committee)With the aim o

268、f promoting corporate activities strongly,the Company has established the Executive Management Committee consisting of Representative Directors and Directors concurrently serving as Executive Officers with special titles.The Executive Management Committee holds meetings twice per month in principle

269、and deliberates basic policies on matters to be proposed at the meetings of the Board of Directors and management-related business execution policies and various measures.Committee members:Committee chairperson Shuntaro Furukawa,Representative Director and President;Shigeru Miyamoto,Representative D

270、irector;Shinya Takahashi,Director;Satoru Shibata,Director;and Ko Shiota,Director (Compliance Committee)With the aim of promoting compliance,the Company has established the Compliance Committee chaired by the General Manager of the General Affairs Division under the Executive Management Committee.The

271、 Compliance Committee performs initiatives for promotion of compliance including establishment of the“Compliance Manual.”Committee members:Committee chairperson Kentaro Yamagishi,General Manager,General Affairs Division;general managers of divisions and general managers of departments/offices(sectio

272、ns not placed under divisions)(iii)Other matters related to corporate governance(a)Preparedness of risk management system In the Company,as a general rule,each division and department manages risks pertaining to work within its jurisdiction.Furthermore,the Internal Auditing Department monitors the r

273、isk management system of each division and department,and proposes and advises on policies for improvement,etc.Further,under the Compliance Committee,thorough compliance efforts are promoted at each division and department.In addition,the Company has established the Product Safety Committee and othe

274、r structures to guarantee product safety,prevent the occurrence of product accidents and ensure prompt response in the event of an accident.The Company has established internal regulations applicable to its subsidiaries mainly to ensure efficient risk management and business operation by the subsidi

275、aries.Pursuant to the regulations,the responsible General Managers of the Company identify and manage such matters as the management status of the respective subsidiaries they are in charge of,obtaining information therefrom as necessary,and subsidiaries are required to obtain the Companys prior app

276、roval for significant matters.-32-(b)Summary of agreement on limitation of liability with Outside Directors In accordance with Article 427,Paragraph 1 of the Companies Act,the Company has entered into an agreement with Outside Directors to limit their liability for damages as stipulated in Article 4

277、23,Paragraph 1 of the Companies Act.Pursuant to such agreement,the amount of liability for damages is limited to the amount specified by laws and regulations,and such liability limit will be recognized only when the Outside Director performed his/her duties that caused the liability in good faith an

278、d without gross negligence.(c)Summary of director liability insurance contract Pursuant to Article 430-3,Paragraph 1 of the Companies Act,the Company has entered into a director liability insurance contract with an insurance provider.The insured are Directors and Executive Officers of the Company an

279、d officers of the Companys subsidiaries;the purpose of this insurance contract is to cover compensation for damages and litigation expenses,etc.that may be incurred by the insured while performing his/her duties or that result from pursuit of claims for such liabilities during the insurance period.H

280、owever,there are certain exclusions,such as cases where an act was performed with the awareness that it constitutes a violation of laws and/or regulations.Insurance premiums are borne by the Company in full.(d)Number of Directors The Articles of Incorporation stipulates that the number of Directors

281、of the Company(excluding Directors who are Audit and Supervisory Committee Members)shall be no more than 15 persons,and the number of Directors who are Audit and Supervisory Committee Members shall be no more than five persons.(e)Requirements for resolution on election of Directors The Company has s

282、tipulated in its Articles of Incorporation that:a resolution on the election of Directors shall be passed by the majority of the votes of the shareholders present at the meeting where the shareholders holding one-third or more of the votes of the shareholders entitled to vote are present;and the res

283、olution on the election of Directors shall not be subject to cumulative vote.(f)Matters subject to resolution at General Meeting of Shareholders that can be resolved at Board of Directors meeting(Acquisition of treasury shares)The Company has stipulated in its Articles of Incorporation that,in order

284、 to execute capital policies in a flexible manner in response to changes in the business environment,the Company may acquire treasury shares subject to resolution of the Board of Directors pursuant to the provision of Article 165,Paragraph 2 of the Companies Act.(Interim dividend)The Company has sti

285、pulated in its Articles of Incorporation that,in order to return profits to shareholders in a flexible manner,the Company may pay an interim dividend to shareholders or registered pledgees of shares entered or recorded in the latest shareholder registry as at September 30 each year,subject to resolu

286、tion of the Board of Directors.(g)Requirements for special resolution at General Meeting of Shareholders The Company has stipulated in its Articles of Incorporation that,in order to fulfill the quorum for a special resolution at the General Meeting of Shareholders with greater certainty,the resoluti

287、on provided for in Article 309,Paragraph 2 of the Companies Act shall be passed by two-thirds of the votes of the shareholders present at the meeting where the shareholders holding one-third or more of the votes of the shareholders entitled to vote are present.(iv)Basic Policy Regarding the Companys

288、 Control The Companys Board of Directors believes that the decision of whether to accept another partys tender or other acquisition offer for the purpose of making large purchases of the Companys stock ultimately should be entrusted to its shareholders,given that the stock of the Company,which is a

289、public company,is freely traded.However,it is likely that certain tender or acquisition offers may harm the Companys corporate value or the common interests of shareholders,depending on the intent of the offer,etc.The Companys Board of Directors maintains that such tender or acquisition offers are i

290、nappropriate.As of now,any specific defensive measure in the event of a tender or acquisition offer has not yet officially been introduced,but the Company has already set up an internal system to deal with such an event.If a tender or acquisition offer is proposed,the Company will carefully judge it

291、s potential impact on its corporate value and the common interests of shareholders,and take appropriate measures with due care and prudent management.Specifically,in addition to evaluating the offer with outside experts and negotiating with the party making the offer,the Company will establish a tas

292、k force to decide on whether any specific defensive measures are necessary.If the offer is deemed inimical to the Companys corporate value or the common interests of its shareholders,the defensive measures will be determined and implemented in accordance with relevant laws and regulations.-33-The Co

293、mpany will continue to consider adoption of any defensive measures for these situations,giving due respect to laws,regulations and case law related to acquisitions,their interpretations by relevant authorities,etc.-34-(2)Members of the Board of Directors (i)List of Members of the Board of Directors

294、Nine male Directors and one female Director(percentage of women:10.0%)Position/Job title Name Date of birth Past experience Term Number of shares held(hundreds)Representative Director President Shuntaro Furukawa January 10,1972 April 1994 Joined the Company May 2012 Appointed as Outside Director of

295、The Pokmon Company July 2015 General Manager,Corporate Planning Department June 2016 Appointed as Director(to present)Appointed as Managing Executive Officer Supervisor of Corporate Analysis&Administration Division September 2016 In charge of Global Marketing Department June 2018 Appointed as Repres

296、entative Director and President(to present)*1 5 Representative Director Fellow Shigeru Miyamoto November 16,1952 April 1977 Joined the Company June 2000 Appointed as Director(to present)General Manager,Entertainment Analysis&Development Division May 2002 Appointed as Senior Managing Director Appoint

297、ed as Representative Director(to present)September 2015 Appointed as Fellow(to present)*1 1 Director Senior Managing Executive Officer General Manager,Entertainment Planning&Development Division Shinya Takahashi November 9,1963 April 1989 Joined the Company July 2012 Deputy General Manager,Software

298、Planning&Development Division June 2013 Appointed as Director(to present)General Manager,Software Planning&Development Division September 2015 General Manager,Entertainment Planning&Development Division(to present)Supervisor of Development Administration&Support Division(to present)Supervisor of Bus

299、iness Development Division June 2016 Appointed as Managing Executive Officer June 2018 Appointed as Senior Managing Executive Officer(to present)*1 1 Director Managing Executive Officer General Manager,Marketing Division and Licensing Division Satoru Shibata September 4,1962 April 1985 Joined the Co

300、mpany February 1999 President of Nintendo Australia Pty Limited June 2000 President of Nintendo of Europe GmbH June 2016 Appointed as Executive Officer May 2018 Appointed as Outside Director of The Pokmon Company(to present)June 2018 Appointed as Director(to present)Appointed as Senior Executive Off

301、icer General Manager,Marketing Division(to present)General Manager,Licensing Division(to present)In charge of Planning Department and Global Marketing Department September 2020 In charge of Global Communications Division(to present)June 2022 Appointed as Managing Executive Officer(to present)*1 1 Di

302、rector Senior Executive Officer General Manager,Platform Technology Development Division Ko Shiota August 7,1969 April 1992 Joined the Company September 2015 General Manager,Platform Technology Development Division(to present)June 2016 Appointed as Executive Officer June 2017 Appointed as Director(t

303、o present)Appointed as Senior Executive Officer(to present)*1 1 -35-Position/Job title Name Date of birth Past experience Term Number of shares held(hundreds)Director Chris Meledandri May 15,1959 1987 Partner of Meledandri/Gordon Co.1991 President of Steel Pictures at Disney Studios 1993 SVP of Prod

304、uction of 20th Century Fox 1995 EVP of Fox Family Films 1998 President of Fox Animation 2007 Founder of Illumination Entertainment CEO of Illumination Entertainment(to present)June 2021 Director of the Company(to present)*1 -Director (Full-time Audit and Supervisory Committee Member)Takuya Yoshimura

305、 July 2,1958 April 1982 Joined ARABIAN OIL COMPANY,LTD.May 2000 Joined the Company Deputy General Manager,General Accounting&Control Department January 2005 Deputy General Manager,Finance Department June 2014 General Manager,General Affairs Department September 2015 Deputy General Manager,General Af

306、fairs Division September 2016 General Manager,Legal Department January 2018 General Manager,Tokyo Branch Office June 2022 Appointed as Director as a Full-time Audit and Supervisory Committee Member(to present)*2 1 Director(Audit and Supervisory Committee Member)Katsuhiro Umeyama July 29,1965 March 1

307、994 Registered as certified public accountant July 1999 Opened Umeyama Certified Public Accountant Office August 1999 Registered as a certified tax accountant October 1999 Opened Umeyama Certified Tax Accountant Office(currently Umeyama Certified Tax Accountant LLC)November 2005 Appointed as Outside

308、 Auditor of KURAUDIA Co.,Ltd.(currently KURAUDIA HOLDINGS Co.,Ltd.)July 2009 Appointed as Representative Partner of Umeyama Certified Tax Accountant LLC(to present)June 2012 Appointed as Auditor of the Company November 2015 Appointed as Outside Director(Audit and Supervisory Committee Member),KURAUD

309、IA Co.,Ltd.(currently KURAUDIA HOLDINGS Co.,Ltd.)(to present)June 2016 Appointed as Director as an Audit and Supervisory Committee Member of the Company(to present)*2 -Director(Audit and Supervisory Committee Member)Masao Yamazaki June 16,1956 April 1975 Joined Osaka Regional Taxation Bureau July 20

310、10 Appointed as Director,Minato Tax Office,Osaka Regional Taxation Bureau July 2016 Appointed as Director,Higashi Tax Office,Osaka Regional Taxation Bureau August 2017 Registered as certified tax accountant September 2017 Opened Masao Yamazaki Certified Tax Accountant Office June 2018 Appointed as D

311、irector as an Audit and Supervisory Committee Member of the Company(to present)*2 -Director(Audit and Supervisory Committee Member)Asa Shinkawa February 17,1965 April 1991 Registered as attorney-at-law Joined Nishimura&Sanada(currently Nishimura&Asahi)April 1997 Worked at Arnold&Porter January 1998

312、Registered as attorney-at-law in New York State,United States January 2001 Partner,Nishimura&Partners(currently Nishimura&Asahi)(to present)April 2019 Visiting Professor,The University of Tokyo Graduate Schools for Law and Politics June 2020 Appointed as Director as an Audit and Supervisory Committe

313、e Member of the Company(to present)June 2021 Appointed as Outside Director of Tokyo Electric Power Company Holdings,Inc.(to present)*2 -Total 10(Notes)1.Directors,Mr.Chris Meledandri,Mr.Katsuhiro Umeyama,Mr.Masao Yamazaki and Ms.Asa Shinkawa are Outside Directors.2.*1 The term of office of Directors

314、(excluding those who are Audit and Supervisory Committee Members)commenced at the close of the Annual General Meeting of Shareholders for the fiscal year ended March 31,2022,and expires at the close of the Annual General Meeting of Shareholders for the fiscal year ending March 31,2023.-36-3.*2 The t

315、erm of office of Directors who are Audit and Supervisory Committee Members commenced at the close of the Annual General Meeting of Shareholders for the fiscal year ended March 31,2022 and expires at the close of the Annual General Meeting of Shareholders for the fiscal year ending March 31,2024.4.Th

316、e Company has adopted the Executive Officer System since June 29,2016 for the purpose of clarifying the responsibility for the execution of operations and establishing a more flexible management structure which can appropriately and swiftly respond to the rapidly changing business environment throug

317、h the separation of the management decision-making and supervisory functions from the execution of operations,as well as by accelerating the delegation of authority to execute operations.Nine executive officers,excluding those who have the concurrent position as Director,are as follows.Title Name Se

318、nior Executive Officer President,Nintendo Sales Co.,Ltd.Satoshi Yamato Senior Executive Officer General Manager,Manufacturing Division Hirokazu Shinshi Senior Executive Officer Deputy General Manager,Entertainment Planning&Development Division Yoshiaki Koizumi Executive Officer Senior Officer,Entert

319、ainment Planning&Development Division Takashi Tezuka Executive Officer General Manager,Finance Administration Division In charge of Investor Relations Hajime Murakami Executive Officer General Manager,Business Development Division Yusuke Beppu Executive Officer General Manager,General Affairs Divisi

320、on In charge of Quality Assurance Department Kentaro Yamagishi Executive Officer President,Nintendo of America Inc.Doug Bowser Executive Officer President,Nintendo of Europe GmbH Stephan Bole -37-(ii)Status of outside officers (a)Status of appointment of Outside Directors The Company has appointed f

321、our Outside Directors(three of whom are Audit and Supervisory Committee Members).Outside Director Mr.Chris Meledandri has been appointed to provide valuable advice,while appropriately supervising the Companys management from an objective perspective,based on his broad experience and insight gained a

322、s a CEO and in the field of entertainment.Outside Directors Mr.Katsuhiro Umeyama,Mr.Masao Yamazaki and Ms.Asa Shinkawa have been appointed to audit and supervise the Companys management in an appropriate manner from an objective standpoint as Audit and Supervisory Committee Members based on their we

323、alth of experience and broad knowledge in their respective fields of corporate accounting,taxation and legal affairs.Of note,no material conflict of interest exists between Outside Directors and the Company.All Outside Directors have met the standards for independent officers prescribed by Tokyo Sto

324、ck Exchange,Inc.(b)Description of standards or policies on independence from the Company for appointment of Outside Directors The Company has not established specific standards or policies on the independence of Outside Directors but uses the criteria for determining the independence of independent

325、officers prescribed in the Guidelines Concerning Listing Examination,etc.of Tokyo Stock Exchange,Inc.as reference when appointing Outside Directors.In addition,importance is placed on whether or not they are capable of giving objective advice from an impartial standpoint,are of excellent caliber,and

326、 have expertise and experience.(iii)Collaboration between supervision by Outside Directors and internal audits and audits by Audit and Supervisory Committee as well as accounting audits,and relationship with internal control division In principle,the Companys Outside Directors(Audit and Supervisory

327、Committee Members)attend not only Audit and Supervisory Committee meetings held monthly but also audit briefings of the Accounting Auditor where they share opinions.Furthermore,at Audit and Supervisory Committee meetings,Outside Directors receive an explanation of the operational audits conducted in

328、 the month and the results of such audits from the full-time Audit and Supervisory Committee Members,and receive timely reports on the results of internal audits by the Internal Auditing Department.(3)Status of audits(i)Status of audits by Audit and Supervisory Committee The Audit and Supervisory Co

329、mmittee Members attend meetings of the Board of Directors and other important meetings,inspect important documents,have regular meetings with the President and hold monthly meetings of the Audit and Supervisory Committee as a general rule to share audit opinions.Furthermore,the full-time Audit and S

330、upervisory Committee Member conducts fieldwork auditing over each division of the Company,etc.,based on the annual audit plan.In collaboration with the internal auditing division,the Audit and Supervisory Committee receives timely reports on internal audit results from the Internal Auditing Departme

331、nt and exchanges opinions periodically.In collaboration with the Accounting Auditor,the Audit and Supervisory Committee witnesses physical inventory checks at the end of the period or receives reports on such physical inventory checks,witnesses accounting audits conducted on major subsidiaries,etc.a

332、nd receives an explanation of the accounting audit plan and accounting audit results on a regular basis.The Audit and Supervisory Committee also exchanges information and opinions as necessary.Among the Audit and Supervisory Committee Members,two Outside Directors are certified public accountants or

333、 certified tax accountants and have considerable financial and accounting knowledge.In the fiscal year ended March 31,2022,the Audit and Supervisory Committee held 13 meetings;the attendance status of each Audit and Supervisory Committee Member is as follows.Classification Name Number of meetings held Number of meetings attended Director(Full-time Audit and Supervisory Committee Member)Naoki Noguc