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1、 Annual Report 2024 for the fiscal year ended March 31,2024 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.4 3.Description of business.5 4.Subsidiaries and associates.6 5.Employees.8 II.Business Overview.10 1.Ma

2、nagement policy,management environment,issues to address.10 2.Approach to and initiatives for sustainability.11 3.Risk factors.14 4.Analysis of financial position,operating results and cash flow by management.17 5.Material contracts,etc.20 6.Research and development activities.21 III.Equipment and F

3、acilities.22 1.Overview of capital investments.22 2.Major facilities.22 3.Plans for new installation and retirement of equipment and facilities,etc.23 IV.Profile of the Company.24 1.Status of shares and other relevant matters.24 2.Status of acquisition of treasury shares and other relevant matters.3

4、0 3.Dividend policy.31 4.Corporate governance.32 V.Financial Information.51 Consolidated financial statements,etc.51 -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

5、 of providing accurate financial information and other 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

6、,indirect or any other forms of damages arising from 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 stateme

7、nts prepared by the Company as required by the Financial 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 F

8、inancial Reporting Standards.The financial statements of the Company and its subsidiaries in Japan are prepared on the basis of the accounting and relevant legal requirements in Japan.The financial statements of consolidated subsidiaries outside of Japan are prepared on the basis of the accounting a

9、nd relevant legal requirements of their countries of domicile 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 in the

10、 accompanying consolidated financial statements is rounded 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

11、 presented herein are stated in Japanese yen,the currency of the country in which the Company is incorporated and operates.The rate of 151 to 1 USD,the approximate current rate of exchange on March 31,2024,has been applied for the purpose of presentation of the accompanying consolidated financial st

12、atements in U.S.dollars.These amounts in U.S.dollars are included solely for convenience and are unaudited.These translations do not imply that the actual Japanese yen amounts have been or could be converted into U.S.dollars at this or any other rate of exchange.The accompanying consolidated financi

13、al statements 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 f

14、inancial data and trends Consolidated financial data Fiscal year 80th 81st 82nd 83rd 84th Fiscal year ended March 31 2020 2021 2022 2023 2024 Net sales(Millions of yen)(Millions of dollars)1,308,519 1,758,910 1,695,344 1,601,677 1,671,865 USD 11,071 Operating profit (Millions of yen)(Millions of dol

15、lars)352,370 640,634 592,760 504,375 528,941 3,502 Ordinary profit(Millions of yen)(Millions of dollars)360,461 678,996 670,813 601,070 680,497 4,506 Profit attributable to owners of parent(Millions of yen)(Millions of dollars)258,641 480,376 477,691 432,768 490,602 3,249 Comprehensive income(Millio

16、ns of yen)(Millions of dollars)236,490 527,951 530,498 486,661 573,849 3,800 Net assets(Millions of yen)(Millions of dollars)1,540,900 1,874,614 2,069,310 2,266,466 2,604,998 17,251 Total assets(Millions of yen)(Millions of dollars)1,934,087 2,446,918 2,662,384 2,854,284 3,151,394 20,870 Net assets

17、per share(Yen)(Dollars)1,293.35 1,573.48 1,763.56 1,946.55 2,236.45 14 Profit per share(Yen)(Dollars)217.12 403.26 404.67 371.41 421.39 2 Diluted profit per share(Yen)(Dollars)-Capital adequacy ratio(%)79.66 76.60 77.71 79.40 82.62-Return on equity(ROE)(%)17.53 28.13 24.23 19.96 20.15-Price earnings

18、 ratio(PER)(Times)19.16 15.33 15.24 13.82 19.45-Cash flows from operating activities(Millions of yen)(Millions of dollars)347,753 612,106 289,661 322,843 462,097 3,060 Cash flows from investing activities(Millions of yen)(Millions of dollars)(188,433)(136,533)93,699 111,507(630,632)(4,176)Cash flows

19、 from financing activities(Millions of yen)(Millions of dollars)(111,031)(194,938)(337,010)(290,973)(236,958)(1,569)Cash and cash equivalents at end of period(Millions of yen)(Millions of dollars)621,402 932,079 1,022,718 1,194,569 853,432 USD 5,651 Number of employees(Persons)6,200 6,574 6,717 7,31

20、7 7,724-(Notes)1.Effective from the beginning of the 82nd fiscal year(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 ma

21、nagement indicators for the 82nd fiscal year onward.2.“Diluted profit per share”is not noted because the Company has not issued any dilutive shares.3.The Company enacted a 10-for-1 stock split of its common stock with an effective date of October 1,2022.Net-3-assets per share and profit per share ar

22、e calculated based on the assumption that the stock split was implemented at the beginning of the 80th fiscal year.-4-2.History November 1947 Established as Marufuku Co.,Ltd.in Higashikawara-cho,Imagumano,Higashiyama-ku,Kyoto,Japan as a manufacturer/distributor of Japanese playing cards(karuta)and w

23、estern 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 Changed the companys name to Ni

24、ntendo 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 the Kyoto Stock Exchange.Oct

25、ober 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 Established a new wholly-ow

26、ned 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 a new plant in Makishima-cho

27、,Uji City,Kyoto,Japan(currently Uji Plant).February 1990 Established a wholly-owned subsidiary,Nintendo of Europe GmbH,in Germany(currently Nintendo of Europe AG,a consolidated subsidiary).November 2000 Moved the headquarters to 11-1 Hokotate-cho,Kamitoba,Minami-ku,Kyoto,Japan(current location).July

28、 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 Audit and Supervisory Committee.April 2017 Acquired shares of JESNET Co.Ltd.and changed its trade name to Nintendo Sales Co.,Ltd.(cur

29、rently a consolidated subsidiary).April 2022 Transitioned to the Prime Market from the First Section due to the market restructuring of the Tokyo Stock Exchange.-5-3.Description of business In the field of home entertainment,Nintendo Co.,Ltd.and its subsidiaries and associates(composed of 28 subsidi

30、aries and five associates as of March 31,2024),primarily engage in the development,manufacture and sales of entertainment products.Nintendos major products are computer-enhanced“dedicated video game platforms,”character merchandise,and playing cards.“Dedicated video game platforms”are defined as har

31、dware and software for the handheld systems and home consoles developed by Nintendo Co.,Ltd.and its subsidiaries and associates,manufactured by Nintendo Co.,Ltd.and sold mainly by its subsidiaries and associates in Japan and other countries.Nintendo Co.,Ltd.and its subsidiaries and associates have a

32、lso entered into businesses utilizing IP such as visual content and mobile applications.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 Co.,Ltd.;Ninte

33、ndo 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.;SRD Co.,Ltd.;Nintendo Pictures Co.,Ltd.;Ninten

34、do Systems Co.,Ltd.-Manufacture Nintendo Co.,Ltd.-Sales Nintendo Co.,Ltd.;Nintendo of America Inc.;Nintendo of Canada Ltd.;Nintendo of Europe AG;Nintendo Ibrica,S.A.;Nintendo Australia Pty Limited;Nintendo of Korea Co.,Ltd.;Nintendo(Hong Kong)Limited;Nintendo Sales Co.,Ltd.-6-4.Subsidiaries and asso

35、ciates(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 transactions Le

36、asing 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-Purchase of products manufactured by the Company -Nintendo of Canada Ltd.Canada Thousands of CAD 4,000 Sales 100(100)-Purchase of products manufactu

37、red by the Company from Nintendo of America Inc.-Nintendo of Europe AG*1,2 Germany Thousands of EUR 30,000 Sales 100-1-Purchase of products manufactured by the Company -Nintendo Ibrica,S.A.Spain Thousands of EUR 3,000 Sales 100(100)-Purchase of products manufactured by the Company from Nintendo of E

38、urope AG-Nintendo Australia Pty Limited Australia Thousands of AUD 8,500 Sales 100-1-Purchase of products manufactured by the Company -Nintendo of 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

39、 HKD 49,300 Sales 100-3-Purchase of products manufactured by the Company and entrusted purchase of parts for products manufactured by the Company-Nintendo Technology Development Inc.U.S.USD 1 Development 100 1 1-Entrusted development of hardware OS etc.-Nintendo Software Technology Corporation U.S.T

40、housands 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-Entrusted development of software-Next Level Games Inc.Canada Thousands of CAD 11 Development 100 1-Entrusted development of software-Nintendo European Research

41、 and Development SAS France Thousands of EUR 300 Development 100-1-Entrusted development of software-iQue(China)Ltd.*1 China Millions of CNY 254 Development 100-1-Entrusted development of software-Nintendo Sales Co.,Ltd.*1,2 Chiyoda-ku,Tokyo Millions of JPY 300 Sales 100-6-Purchase of products manuf

42、actured by the Company Leasing of buildings,etc.owned by the Company ND CUBE Co.,Ltd.Chuo-ku,Tokyo Millions of JPY 483 Development 99-2-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.o

43、wned by the Company MONOLITH SOFTWARE INC.Meguro-ku,Tokyo Millions of JPY 75 Development 97-3-Entrusted development of software-7-Name of company Location Share capital or investments in capital Description of principal business Percentage of voting rights held by the Company Relationship with Ninte

44、ndo Co.,Ltd.(the“Company”)Concurrent positions held by directors Loans Business transactions Leasing of fixed assets Director of the Company(number)Employee of the Company(number)Mario Club Co.,Ltd.Higashiyama-ku,Kyoto Millions of JPY 450 Development 100-4-Entrusted inspection of software etc.Leasin

45、g of buildings,etc.owned by the Company SRD Co.,Ltd.Shimogyo-ku,Kyoto Millions of JPY 50 Development 100-2-Entrusted development of software-Nintendo Pictures Co.,Ltd.Chiyoda-ku,Tokyo Millions of JPY 34 Development 100-3-Entrusted planning and production of visual content Leasing of buildings,etc.ow

46、ned by the Company Nintendo Systems Co.,Ltd.*1 Shibuya-ku,Tokyo Millions of JPY 5,000 Development 80 1 5-Entrusted development and operation of systems,etc.Leasing of buildings,etc.owned by the Company(Notes)1.There are five other consolidated subsidiaries not listed above.2.Figures in parentheses i

47、n“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 basi

48、s 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.682,006 88,559 68,353 521,885 756,349 Nintendo of Europe

49、 AG 385,273 13,041 9,364 151,787 258,372 Nintendo Sales Co.,Ltd.223,959 13,159 9,100 63,046 85,166 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 America

50、 Inc.4,516 586 452 3,456 5,008 Nintendo of Europe AG 2,551 86 62 1,005 1,711 Nintendo Sales Co.,Ltd.1,483 87 60 417 564 (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 held

51、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 goods 32

52、1-Purchase of products manufactured by the Company and entrusted manufacturing of products-(Note)There are three associates accounted for using equity method other than the one shown above.-8-5.Employees Segment information is omitted as Nintendo(the Company and its consolidated subsidiaries)operate

53、s as a single business segment.(1)Information about group As of March 31,2024 Number of employees(persons)7,724(Note)Number of employees represents the number of persons employed,excluding persons seconded from the Company group to outside the Company group,but including persons seconded to the Comp

54、any 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 31,2024 Number of employees(persons)Average age (years)Average length of service(years)Average annual salary 2,814 40.2 13.9 9,626,857 yen(USD 63,75

55、4)(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 tax in the fiscal year ended Marc

56、h 31,2024,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.-9-(4)Proportion of management positions held b

57、y female workers,rate of childcare leave taken among male workers,and pay gap between male and female workers(i)Reporting company As of March 31,2024 Supplemental explanation Proportion of management positions held by female workers(%)(Note 1)Rate of childcare leave taken among male workers(%)(Note

58、2)Pay gap between male and female workers(%)(Note 1)All workers Regular employees Part-time and temporary workers 5.0 87 69.2 70.2 92.5(Note 3)(Notes)1.Calculated in accordance with the provisions of the Act on Promotion of Womens Participation and Advancement in the Workplace(Act No.64 of 2015).2.T

59、his represents a calculation of the childcare leave uptake rate set forth under Article 71-4(1)of the Ordinance for Enforcement of the Act on Childcare Leave,Caregiver Leave,and Other Measures for the Welfare of Workers Caring for Children or Other Family Members(Ordinance of the Ministry of Labor N

60、o.25 of 1991),in accordance with the Act on Childcare Leave,Caregiver Leave,and Other Measures for the Welfare of Workers Caring for Children or Other Family Members(Act No.76 of 1991).3.The pay gap between male and female regular employees is mainly due to differences in the length of service and a

61、verage age.There is no difference in treatment between men and women in terms of salary or evaluation systems.(ii)Consolidated subsidiaries As of March 31,2024 Supplemental explanation Name Proportion of management positions held by female workers(%)Rate of childcare leave taken among male workers(%

62、)Pay gap between male and female workers(%)(Note 1)All workers Regular employees Part-time and temporary workers Mario Club Co.,Ltd.-76.1 76.3-(Note 2)(Notes)1.Calculated in accordance with the provisions of the Act on Promotion of Womens Participation and Advancement in the Workplace(Act No.64 of 2

63、015).2.The pay gap between male and female regular employees is mainly due to differences in the length of service and average age.There is no difference in treatment between men and women in terms of salary or evaluation systems.-10-II.Business Overview 1.Management policy,management environment,is

64、sues 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 ended March 31,2024.(1)Basic management policy As an ent

65、ertainment company that creates smiles,Nintendo strives to introduce 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 exciting forms of entertainment that they have never expe

66、rienced 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 entertainment products and content that naturally hold many

67、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 corporate business strategy and priority business and fin

68、ancial 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,but competition is also intensifying further as mor

69、e companies enter the game industry.Amid such changes in the market 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 unique entertainment experiences,we place our

70、 dedicated video game platform business-integrating both hardware and software-at the center of everything we do.Under this development philosophy,we constantly aim to create unique products and services that everyone can enjoy,and that feel incredibly intuitive and fun to play,regardless of age,gen

71、der,or gaming experience.To continue invigorating our dedicated video game platform business,our fundamental strategy is to expand the number of people who have access to Nintendo IP.Nintendos characters have been nurtured and grown hand in hand with the memories made by generations of consumers as

72、they play our games.We are utilizing our characters to continue expansion into a broad range of areas,including visual content,mobile applications,theme parks and merchandise.Through these initiatives,we aim to continually create points of contact with consumers,deepen their fondness for Nintendo IP

73、,and ultimately spark their interest in our dedicated video game platform business.In addition,we work to maintain good,long-term relationships with each of our consumers.Nintendo Account plays a key role in those efforts as the connection point that spans platform generations and unites a variety o

74、f entertainment experiences,centered on our integrated hardware-software entertainment.Based on our belief that the true value 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 th

75、e companys strengths,continuing to adapt to the times and cherish the spirit of creativity.-11-2.Approach to and initiatives for sustainability The Company group(the Company and its consolidated subsidiaries)is engaged in group-wide efforts to address issues associated with sustainability,with the g

76、oal of“putting smiles on the faces of everyone Nintendo touches.”As part of this,the Company group is working to promote CSR activities focusing on the four priority areas of Consumers,Supply Chain,Employees and Environment.These initiatives encompass improving product quality and ensuring product s

77、afety,creating an environment where children can play with peace of mind,promoting CSR procurement through communication with suppliers,building a work environment where employees can realize their various capabilities and reducing the environmental impact of the Company groups products and business

78、 activities.The forward-looking statements in this section are based on the judgment of the Company group as of March 31,2024.(1)Governance The Company has established the CSR Coordination Team,headed by the Senior General Manager of the General Affairs Division,who is an Executive Officer,to promot

79、e CSR activities.A framework is in place where the team reports on the status of activities to the Executive Management Committee(which consists of Representative Directors and Directors who are Executive Officers)as well as implementing or supporting specific initiatives.The team also periodically

80、reports on the status of its activities to the Board of Directors.(2)Strategy The initiatives undertaken to address each priority area are as follows.(i)Consumers In order to provide high-quality products that are both safe and entertaining so consumers can enjoy them with peace of mind,the Company

81、group engages in a wide range of initiatives in development,production,and after-sales service for our gaming systems and accessories.In addition,to ensure that consumers of all ages can enjoy Nintendos game software and services with peace of mind,we strive to prioritize safety in game software dev

82、elopment,create features that enable parents and guardians to check childrens usage,and eliminate inappropriate content in communication features,among other initiatives.(ii)Supply chain We work with our numerous production partners in Japan and around the world to improve quality and technical capa

83、bility,ensure safety and achieve production efficiency.We have also established the basic procurement and business partner selection policies to promote production that complies with laws,regulations and social standards,while taking into account human rights and the global environment.We have also

84、created these policies to build trust with our business partners so that we can fulfill our social responsibilities collaboratively together.With our basic procurement policy,Nintendo is committed to complying with laws,regulations,and social standards as well as to advancing human rights and global

85、 environmental considerations throughout all of our procurement activities.We also work with our business partners to gain their understanding of and cooperation with these policies.To facilitate these efforts,we have established the Nintendo CSR Procurement Guidelines and promote CSR procurement ac

86、tivities.-12-(iii)Employees We are engaged in the following initiatives related to human resources development,including securing diverse talent and enhancing workplace environments.(a)Initiatives related to human resources development,including securing diverse talent To bring smiles to people thro

87、ugh entertainment,we continue to provide Nintendos unique and original brand of play to consumers around the world.To this end,we focus on Nintendo DNA,which consists of originality,flexibility and sincerity.Using Nintendo DNA as a foundation,we have introduced a variety of human resource initiative

88、s designed to maximize the personal development of each employee through their work experience.The process of creating games or other forms of entertainment and delivering those products or services around the world is a team effort.We emphasize teamwork and cultivate an environment that empowers em

89、ployees to demonstrate their Nintendo DNA and work with enthusiasm.At Nintendo,we actively hire and promote talent regardless of factors such as sex,age,nationality,disability,sexual orientation or gender identity.Each person can learn a great deal from their work experiences.Based on this belief,no

90、t only will we help our employees grow through the development of their individual skills,but through the accumulation of experiences working with others,cultivate individuals who act independently as active participants,continue to challenge themselves while flexibly handling change,and are able to

91、 gain understanding from and empathize with colleagues.(b)Policy for enhancing workplace environments We believe that the essence of creating an unprecedented level of fun lies in providing a work environment where our employees can exchange their ideas and opinions through discussions and receive t

92、imely advice from their supervisors.To enable employees to closely collaborate,pooling their strengths and valuing these relationships,we encourage active communication and better coordination in the company.We are also aware of the importance of creating work environments where female employees can

93、 perform to their full potential.We actively work to enhance support systems and encourage the use of childcare leave,including for male employees who share child-rearing duties.(iv)Environment In response to societys expectations and to pass on a better environment to future generations,Nintendo ex

94、ercises care with the environmental footprint of our offices and embarks on various initiatives to reduce the environmental impact of our products.These initiatives span the design stage to post-sales repair and support and continue through to recycling.More specifically,we have implemented environm

95、ental measures at each stage from design to after-sales service,such as creating designs that consider energy and resource efficiency,selecting easy-to-recycle packaging materials,implementing efficient transportation and providing after-sale repairs and support.Regarding climate change,we have iden

96、tified our risks and opportunities based on 1.5C and 4.0C global warming scenarios,evaluated the relevant financial impact and engaged in information disclosure in accordance with the recommendations of the Task Force on Climate-Related Financial Disclosures(TCFD).We will continue to work to address

97、 climate change.(3)Risk management Taking into account international standards such as the GRI Standards and the social environment surrounding Nintendo,the CSR Coordination Team identifies CSR issues together with the employees in charge of CSR at our subsidiaries outside Japan.We analyze the degre

98、e of risk and opportunity and establish the priority level for the CSR issues identified according to two axes-both the impact on society and the impact on Nintendo.Next,we obtain feedback from outside experts to select potential CSR priority areas.The CSR Coordination Team meets with the people in

99、charge of CSR at our subsidiaries outside Japan to exchange ideas and designate CSR priority areas.After reaching consensus on the results among the members of the CSR Project Promotion Team including the CSR teams of the subsidiaries outside Japan,a report is provided to executive management to set

100、 the priority areas.The CSR Coordination Team confirms the priority areas annually and reviews them as necessary to respond flexibly to social and environmental changes.(4)Metrics and targets-13-We have set goals to maintain 100%use*of childcare leave by women and increase the percentage of men util

101、izing childcare leave to 50%or more in terms of cumulative totals over a five-year period beginning in the fiscal year ended March 31,2022.Not all Nintendo group companies have established metrics and targets,so it is not possible to present group-wide information.Therefore,only the Companys targets

102、 and results are presented for the metrics shown below.Metric Target Result (fiscal year ended March 31,2024)Rate of childcare leave taken among female employees Maintain a rate of 100%*on a cumulative basis for the five years from the fiscal year ended March 31,2022 101%on a cumulative basis since

103、the fiscal year ended March 31,2022 Rate of childcare leave taken among male employees 50%or more on a cumulative basis for the five years from the fiscal year ended March 31,2022 78%on a cumulative basis since the fiscal year ended March 31,2022*The rate of childcare leave taken is calculated as th

104、e ratio of employees who began taking childcare leave during the respective fiscal year to those with a child born during the same fiscal year,and therefore may be more or less than 100%.-14-3.Risk factors Listed below are the various risks that could affect the Company groups operating results,shar

105、e 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 year ended March 31,2024.(1)Risks around economic environment Fluctuation in

106、foreign exchange rates Nintendo distributes its products globally with sales outside of Japan accounting for more than 70%of its total sales,and the majority of monetary transactions are made in local currencies.In addition,the Company holds a substantial amount of assets in foreign currencies.Fluct

107、uations 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 are significant fluctuations in foreign exchange rates,Nintendos financ

108、ial 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 business activities Fluctuation of market environment and competition agai

109、nst other companies Nintendos core business is engaged in one segment of the broader entertainment field.However,its business is also affected by a variety of other entertainment trends.If consumer preferences shift to other forms of entertainment,the video game market may shrink.The emergence of ne

110、w 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 marketing.In addition,competition may intensify with large-sca

111、le companies doing business in the same industry or in other segments of the entertainment industry.Furthermore,if Nintendo is unable to adapt to rapid structural changes or other changes,its financial position,operating results and cash flows could be adversely affected.As an entertainment company

112、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-integrating both hardware and software-at the center of everything w

113、e do,and work to provide new and original products and services for people everywhere.Moreover,to continue invigorating 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 Ninten

114、do 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 maintain a long-term relationship with each of our consumers through Nintendo Account as a way to connect these initiatives.D

115、evelopment of new products,etc.Despite the substantial costs and time needed for the planning and development of software for dedicated video game platforms,applications for smart-device gaming services,and visual content,there is no guarantee that all new products and services will be accepted by c

116、onsumers due to ever shifting 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

117、 to the nature of Nintendo products and services,it may be difficult to develop products and services as planned in some cases,making it impossible to sell or launch the products and services as planned.Moreover,development may be suspended or aborted,and the original plan could differ to a large ex

118、tent.In the field of entertainment,the development process is complicated and includes many uncertainties;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 a

119、nd attractive new products.Product valuation and adequate inventory procurement Given that general 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

120、 adverse effect on Nintendos financial position,operating results and cash flows.Business opportunities 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 downlo

121、adable versions of software are promoted in order to guarantee supply based on forecasted demand.-15-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,Nin

122、tendo may have difficulty procuring key components or manufacturing its products.In addition,suppliers 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

123、 issues.These issues may impair the relationship between Nintendo and consumers.Furthermore,as many suppliers production facilities are located outside Japan,a decline in local public safety,natural disasters,epidemics or any other incidents,or other issues specific to the area could interrupt produ

124、ction and negatively affect Nintendos operating performance.Regarding production,Nintendo hedges risks 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

125、,etc.and have a management system in place which,even in the unlikely event of an unforeseeable incident,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

126、Nintendos products is largely focused on the year-end sales season,New Year season,etc.,so our business 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.Nintendo

127、strives to achieve stable performance throughout the year through measures such as developing games that consumers will continue to play long after they are released and providing paid services in its digital business that can be enjoyed on a continuing basis.System issues Nintendo provides various

128、services via the internet,including online games and download sales of 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

129、natural disaster or an accident,it could have an adverse effect on Nintendos 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 necess

130、ary human resources,collaborating with outside expert firms and making other such efforts to strengthen its capabilities to deal with system issues.Various factors affecting business activities Nintendo develops business globally.Business activities in Japan and outside of Japan involve risks such a

131、s 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 terror a

132、ttacks,war and other catastrophic events.If the planning,development,manufacturing,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

133、 around 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

134、 worldwide.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

135、will 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 differen

136、tiation 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 ne

137、cessary measures on an ongoing basis.-16-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 this information were ever leaked outside of N

138、intendo or used improperly by third parties due to unauthorized access to systems,etc.,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.Changes in laws and regulations,etc.Unpredict

139、ed 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 returns may resu

140、lt 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 specialized journa

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

142、nce and financial position.Nintendo is taking various measures to reduce the risk of litigation.(4)Other risks Other than the risks set forth above,factors such as uncollectible notes and accounts receivable-trade,collapse of financial institutions,environmental regulations,impairment of the corpora

143、te brand due to unforeseen circumstances,changes in the political situation,rapid climate change,natural disasters or epidemics may adversely affect Nintendos operating performance and financial position.Nintendo will take necessary measures on an ongoing basis.-17-4.Analysis of financial position,o

144、perating results and cash flow by 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 31,2024(“operating results,etc.”)and the understanding,analysis and examination of Nintendos

145、 operating results,etc.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 31,2024.Segment information is omitted as Nintendo operates as a single busines

146、s segment.(1)Assumptions 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

147、 and expenses are made based on the accounting procedures selected and adopted by management.Management makes appropriate assumptions based on factors such as past performance and the likelihood of future occurrences to make reasonable estimates.However,due to inherent uncertainties,the actual resul

148、ts may differ from these estimates.Significant accounting estimates and assumptions adopted in the consolidated financial statements of Nintendo are detailed in the section“V.Financial Information,Consolidated financial statements,etc.,Notes to Consolidated Financial Statements(Significant accountin

149、g estimates).”(2)Operating results,etc.(i)Description and analysis of results Looking at the Nintendo Switch business for the fiscal year ended March 31,2024,good sales were posted for The Legend of Zelda:Tears of the Kingdom,which sold 20.61 million units,Super Mario Bros.Wonder,which sold 13.44 mi

150、llion units and Pikmin 4,which sold 3.48 million units.In addition,the April 2023 release of The Super Mario Bros.Movie positively impacted sales of Mario related titles,such as Mario Kart 8 Deluxe which recorded sales of 8.18 million units(for cumulative sales of 61.97 million units).As a result,th

151、ere were 31 titles that sold over a million units during the period,including titles from other software publishers.Hardware sales for this period totaled 15.70 million units(a decrease of 12.6%year-on-year),and software sales totaled 199.67 million units(a decrease of 6.7%year-on-year).While this r

152、epresents a decrease from the previous fiscal year,sales are steady for a platform in its eighth year after launch.Turning to the digital business for our dedicated video game platform,downloadable versions of packaged software and add-on content for Nintendo Switch sold well,and revenue related to

153、Nintendo Switch Online also increased.Digital sales reached 443.3 billion(USD 2,935 million;an increase of 9.4%year-on-year),helped also by the depreciation of the yen.In the mobile and IP related business,sales totaled 92.7 billion(USD 613 million;an increase of 81.6%year-on-year),bolstered mainly

154、by the generation of revenue related to The Super Mario Bros.Movie during this term.Nintendos management policy,management 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

155、are deemed to have a significant impact on operating results,etc.,as described in“II.Business Overview,4.Analysis of financial position,operating results and cash flow by the management,(4)Factors which have a significant impact on operating results,etc.”-18-(ii)Description and analysis of operating

156、 results Net sales,operating profit,ordinary profit and profit attributable to owners of parent in the fiscal year ended March 31,2024 increased from the previous fiscal year.Net sales reached 1,671.8 billion(USD 11,071 million;an increase of 4.4%year-on-year),of which sales outside of Japan were 1,

157、309.2 billion(USD 8,670 million;an increase of 5.9%year-on-year,and 78.3%of total sales).Operating profit came to 528.9 billion(USD 3,502 million;an increase of 4.9%year-on-year)and ordinary profit was 680.4 billion(USD 4,505 million;an increase of 13.2%year-on-year)due to an increase in foreign exc

158、hange gains and other factors.Profit attributable to owners of parent totaled 490.6 billion(USD 3,249 million;an increase of 13.4%year-on-year).(Net sales and operating profit)Net sales increased from the previous fiscal year by 70.1 billion(USD 464 million)to 1,671.8 billion(USD 11,071 million;an i

159、ncrease of 4.4%on a year-on-year basis).Gross profit increased from the previous fiscal year by 68.8 billion(USD 455 million)to 954.3 billion(USD 6,319 million;an increase of 7.8%on a year-on-year basis).Due to such factors as the increase in research and development expenses and advertising expense

160、s,selling,general and administrative expenses increased from the previous fiscal year by 44.3 billion(USD 293 million),resulting in an operating profit of 528.9 billion(USD 3,502 million;an increase of 4.9%on a year-on-year basis).(Non-operating income and expenses,and ordinary profit)Net non-operat

161、ing income was 151.5 billion(USD 1,003 million),mainly due to a substantial increase in foreign exchange gains and interest income.As a result,ordinary profit was 680.4 billion(USD 4,505 million;an increase of 13.2%on a year-on-year basis).(Profit attributable to owners of parent)Profit attributable

162、 to owners of parent was 490.6 billion(USD 3,249 million;an increase of 13.4%on a year-on-year basis),mainly due to the increase in ordinary profit from the previous fiscal year.(iii)Description and analysis of financial position(Total assets)Total assets increased by 297.1 billion(USD 1,967 million

163、)compared to the previous fiscal year-end to 3,151.3 billion(USD 20,869 million).This was mainly due to the increase in cash and deposits attributable to such factors as the receipt of proceeds through operating activities and the effect of the depreciation of the yen,in addition to some of them bei

164、ng held in the form of short-term investment securities.(Total liabilities)Total liabilities decreased by 41.4 billion(USD 274 million)compared to the previous fiscal year-end to 546.3 billion(USD 3,617 million).This was mainly due to a decrease of 91.1 billion(USD 603 million)in notes and accounts

165、payable-trade,resulting from the settlement of trade payables related to the Nintendo Switch platform,despite an increase of 12.0 billion(USD 79 million)in income taxes payable due to the increase in taxable income.(Net assets)Net assets increased by 338.5 billion(USD 2,241 million)compared to the p

166、revious fiscal year-end to 2,604.9 billion(USD 17,250 million).-19-This was mainly due to the posting of profit attributable to owners of parent in the amount of 490.6 billion(USD 3,249 million)and the payment of dividends of surplus in the amount of 236.3 billion(USD 1,564 million).(iv)Description

167、and analysis of cash flows The ending balance of“Cash and cash equivalents”(collectively,“Cash”)as of March 31,2024 was 853.4 billion(USD 5,651 million),with a decrease of 341.1 billion(USD 2,258 million)during the fiscal year.During the previous fiscal year,there was an increase of 171.8 billion(US

168、D 1,137 million).Net increase(decrease)of Cash and contributing factors during the fiscal year ended March 31,2024 are as follows:(Cash flows from operating activities)There were decreasing factors contributing to 680.7 billion(USD 4,507 million)of profit before income taxes such as payment of incom

169、e taxes and the impact of the depreciation of the yen,in addition to a decrease in trade payable.However,due to increasing factors such as a decrease in inventories,Cash resulted in an increase of 462.0 billion(USD 3,059 million)compared to an increase of 322.8 billion during the previous fiscal yea

170、r.(Cash flows from investing activities)Cash from investing activities decreased by 630.6 billion(USD 4,176 million)compared to an increase of 111.5 billion during the previous fiscal year mainly due to proceeds from the withdrawal of time deposits and sales and redemption of short-term and long-ter

171、m investment securities being lower than payments into time deposits and purchase of short-term and long-term investment securities.(Cash flows from financing activities)Cash from financing activities decreased by 236.9 billion(USD1,568 million)compared to a decrease of 290.9 billion during the prev

172、ious fiscal year mainly due to payments of cash dividends.(3)Production,orders received and sales information (i)Production results Production results in the fiscal year ended March 31,2024 were as follows.As Nintendo operates as a single business segment,the information is presented by product type

173、.Type Amount Year-on-year increase(decrease)(%)(Millions of yen)(Millions of dollars)Dedicated video game platform Nintendo Switch platform 918,610 6,083(24.3)Others 17,855 118 13.5 Subtotal 936,465 6,201(23.8)Others 21,777 144 361.4 Total 958,242 6,345(22.3)(Note)The above amounts are calculated ba

174、sed 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 make-to-order production mainly for some software for dedicated video game platforms.-20-(iii)Sales results Sales results in the fiscal year end

175、ed March 31,2024 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 1,532,438 10,148 1.5 Others 35,38

176、6 234(0.9)Subtotal 1,567,824 10,382 1.5 Mobile,IP related income,etc.92,748 614 81.6 Others 11,293 74 98.5 Total 1,671,865 11,071 4.4 (4)Factors which 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 o

177、f 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 scope,and any non-gaming propositions which gain popularity that provide consumers with more entertainment value and surprises may also have an impact.M

178、ore than 70%of Nintendos total sales are generated in markets outside of Japan,with most transactions carried out in local currencies.While Nintendo makes 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 i

179、s difficult to completely eliminate the related risk.As a result,exchange rate fluctuations may have an impact on Nintendos financial performance.While dedicated video game platforms and their compatible software,which are Nintendos main products,represent a majority of total sales,hardware and soft

180、ware 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 percentage to sales.In addition,there may be other fluctuating factors as described in“II.Business Overview,3.Risk factors.”(5)Financial source of

181、capital and liquidity of funds As of the end of the consolidated fiscal year ended March 31,2024,the current ratio is 537%,and the ratio of total liabilities to cash and cash equivalents is 1.6 times.Nintendo maintains retained earnings that are necessary in order to adapt to changes in the business

182、 environment and to pursue further business expansion,etc.in the future.Major components of the working 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

183、is Nintendos basic policy to internally provide the capital necessary to fund future growth,including capital 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 expl

184、ained in“IV.Profile of the Company,3.Dividend policy”and specific plans for capital investments are as described 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

185、may be temporary increases in notes and accounts receivable-trade,notes and accounts payable-trade and inventories,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 mo

186、nths,as well as timing of acquisition or sale of short-term investment securities,may have an upward or downward impact on net cash provided by or used in investing activities.5.Material contracts,etc.Not applicable.-21-6.Research and development activities Nintendo(the Company and its consolidated

187、subsidiaries)primarily engages in the active development of hardware and software for dedicated video game 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

188、 anyone can enjoy.We also utilize Nintendo IP,focusing on the production of products such as those related to amiibo and visual content,and undertake the planning,development and operation of games that many people around the world can enjoy in the form of smart-device applications.With respect to h

189、ardware,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 components.We also carry out research and development activities to examine the applic

190、ability of various technologies to the field of home entertainment including interfaces such as touch panels and sensors,networks such as those for wireless communication,security,cloud computing,virtual reality(VR),augmented reality(AR)and mixed reality(MR),deep learning and big data analysis.Our e

191、fforts 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 outside Nintendo.Moreover,we continue to enhance the durability,safety,quality

192、 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 software,we take full advantage of hardware features in planning our products

193、,and focus on game design and program development that leverages graphics,music and game scripts.Furthermore,in order to enable digital business expansion,we have strongly driven the expansion of system infrastructure that supports network services in multiple areas,including the various network fea

194、tures 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-device applications and the development of a back-end server system.Regarding our parts procurement and man

195、ufacturing 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 and regulations with the cooperation and support of our manufacturing partners.Research and development expen

196、ses for the fiscal year were 137.7 billion(USD 911 million),with the outcomes 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 introduced firmware updates to enhance convenience a

197、nd operational stability,released various special editions of game systems and accessories,and made ongoing improvements to the software development environment and various network services.As for compatible software,we released The Legend of Zelda:Tears of the Kingdom,the latest entry in The Legend

198、 of Zelda series.In this title,players progress through the game using the main characters ability“Ultrahand”which allows users to attach and detach a variety of objects to freely create vehicles and structures.We also released Everybody 1-2-Switch!,a party game that enables from two to up to 100 pe

199、ople to take part in games at get-togethers,house parties,and other gatherings,using not only Joy-Con controllers but smartphones as well.Other titles released include Pikmin 4,Super Mario Bros.Wonder,WarioWare:Move It!,each the latest in its respective series,as well as Pikmin 1+2,Super Mario RPG,A

200、nother Code:Recollection,Mario vs.Donkey Kong and Princess Peach:Showtime!In our mobile business,we run services on an ongoing basis for game applications such as Fire Emblem Heroes,Animal Crossing:Pocket Camp,and Mario Kart Tour.For Nintendo Switch Online,a service that enables consumers to enjoy o

201、nline competitive and cooperative play and various other services on Nintendo Switch,we added more titles to Nintendo Entertainment System-Nintendo Switch Online,Super Nintendo Entertainment System-Nintendo Switch Online,and other services.We also continued reviewing the specifications for the vario

202、us services based on Nintendo Account and making ongoing improvements.In addition,on Nintendo Developer Portal,a dedicated website for game creators working on Nintendo platforms,we offer ongoing support for both development companies and individual developers to deliver new entertainment to consume

203、rs around the world.On top of these efforts,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.-22-III.Equipment and Facilities 1.Overview of capital investments Nintendo(th

204、e Company and its consolidated subsidiaries)primarily engage in the development,manufacturing and sales of entertainment products,and in the fiscal year ended March 31,2024,it invested 32,893 million(USD 217 million),which was mainly used for research and development facilities,and included intangib

205、le assets such as computer software for internal use.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 foll

206、ows.As Nintendo(the Company and its consolidated subsidiaries)operates as a single business segment,the information is presented on a per business basis.(1)Reporting company As of March 31,2024 Principal places of business(Location)Description of business Description of equipment&facilities Book val

207、ue(Millions of yen)Number of employees(persons)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 2,458 175 1,866(25)100 10 4,611 126 Corporate

208、 Headquarters(Minami-ku,Kyoto City)Administration,sales,development,manufacturing Other facilities 17,875 61 22,160(67)1,527 9,849 51,474 2,532 Tokyo Branch Office*1,2(Chiyoda-ku,Tokyo)Administration,sales,development Other facilities 1,796 0-(-)198 34 2,029 156 Asset leased to Nintendo Sales Co.,Lt

209、d.(Uji City,Kyoto Prefecture)Sales Other facilities 918 0 4,079(9)0 5 5,004-Asset leased to Nintendo Sales Co.,Ltd.(Kita-ku,Osaka Prefecture)Sales Other facilities 704-5,763(1)5 3 6,475-Nintendo Museum(Uji City,Kyoto Prefecture)Other Other facilities 4,333 2 37(14)19 4,204 8,596-Principal places of

210、business(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 Uji Plant(Uji City,Kyoto Pr

211、efecture)Manufacturing Production facilities 16 1 12(25)0 0 30 126 Corporate Headquarters(Minami-ku,Kyoto Prefecture)Administration,sales,development,manufacturing Other facilities 118 0 146(67)10 65 340 2,532 Tokyo Branch Office*1,2(Chiyoda-ku,Tokyo)Administration,sales,development Other facilities

212、 11 0-(-)1 0 13 156 Asset leased to Nintendo Sales Co.,Ltd.(Uji City,Kyoto Prefecture)Sales Other facilities 6 0 27(9)0 0 33-Asset leased to Nintendo Sales Co.,Ltd.(Kita-ku,Osaka Prefecture)Sales Other facilities 4-38(1)0 0 42-23-Nintendo Museum(Uji City,Kyoto Prefecture)Other Other facilities 28 0

213、0(14)0 27 56-(Notes)1.Book value of“Other”represents book value of construction in progress,intangible assets and long-term prepaid expenses.2.*1 Tokyo Branch Office leases office space,of which the amount of annual rent expenses is 1,485 million(USD 9 million).3.*2 The amounts include some of the a

214、ssets leased to Nintendo Sales Co.,Ltd.,1-UP Studio Inc.and Nintendo Pictures Co.,Ltd.(2)Subsidiaries Outside of Japan As of March 31,2024 Name of company(Main location)Description of business Description of equipment&facilities Book value(Millions of yen)Number of employees(persons)Buildings and st

215、ructures 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 14,326 899 4,698(508)2,261 756 22,941 1,281 Nintendo of Europe AG(Germany)Sales Other facilities 4,462 345-(-)724 1,26

216、1 6,793 1,067 Name of company(Main 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 N

217、intendo of America Inc.(United States)Sales Other facilities 94 5 31(508)14 5 151 1,281 Nintendo of Europe AG(Germany)Sales Other facilities 29 2-(-)4 8 44 1,067(Notes)1.Book value of“Other”represents book value of construction in progress and intangible assets.2.The above amounts include right-of-u

218、se assets.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 major equipment and facilities,excluding retirement/sale for the purpose of regular renewal.Se

219、gment 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,3.Risk factors.”Name of company Description of equipment and facilities

220、Planned investment amount Month/year of commencement Month/year of scheduled completion Nintendo Co.,Ltd.and its consolidated subsidiaries Research and development facilities 42,000 million yen(USD 278 million)April 2023 March 2026 Nintendo Co.,Ltd.and its consolidated subsidiaries Production facili

221、ties for molds,etc.7,000 million yen(USD 46 million)April 2023 March 2026 Nintendo Co.,Ltd.and its consolidated subsidiaries Renovation,updating,etc.of other buildings,etc.66,000 million yen(USD 437 million)April 2023 March 2026 Total 115,000 million yen(USD 761 million)-(Note)Funds required for equ

222、ipment and facilities,etc.in the future referred to above are to be self-financed.-24-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 sh

223、ares 4,000,000,000 Total 4,000,000,000 (ii)Number of shares issued Class Number of shares outstanding as of the end of fiscal year (March 31,2024)Number of shares outstanding as of issuance date of this report (June 28,2024)Name of stock exchange on which Nintendo is listed or name of authorized fin

224、ancial instruments firm association Description Common shares 1,298,690,000 1,298,690,000 Tokyo Stock Exchange Prime Market Number of shares constituting a unit:100 shares Total 1,298,690,000 1,298,690,000-(2)Status of share subscription rights and other relevant matters(i)Description of stock optio

225、n 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 containing a clause for exercise price adjustment N

226、ot applicable -25-(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 (Thousands of shares)Change in share capital(Millions of yen)Balance of share capital(

227、Millions of yen)Change in legal capital surplus(Millions of yen)Balance of legal capital surplus(Millions of yen)September 16,2021(Note 1)(1,800)129,869-10,065-11,584 October 1,2022(Note 2)1,168,821 1,298,690-10,065-11,584 Date Change in the number of shares issued (Thousands of shares)Balance of th

228、e 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)September 16,2021(Note 1)(1,800)129,869-66-76 October 1,202

229、2(Note 2)1,168,821 1,298,690-66-76(Notes)1.The decrease is due to the cancellation of treasury shares.2.The increase is due to a 10-for-1 stock split.(5)Status of shareholders As of March 31,2024 Classification Status of shares(number of shares constituting a unit:100 shares)Status of shares less th

230、an one unit(shares)National and local government Financial institutions Financial services providers Other legal entities Foreign shareholders Individuals and other Total Other than individuals Individuals Number of shareholders(persons)-112 62 999 1,276 789 117,004 120,242-Number of shares held(uni

231、ts)-3,749,489 398,954 317,049 6,515,600 4,149 1,993,739 12,978,980 792,000 Shareholding ratio(%)-28.89 3.08 2.44 50.20 0.03 15.36 100.00-(Notes)1.Out of treasury shares of 134,451,510 shares,1,344,515 units and 10 shares are included in“Individuals and other”and“Status of shares less than one unit,”

232、respectively.2.“Other legal entities”includes 10 units of shares held in the name of Japan Securities Depository Center,Inc.-26-(6)Status of major shareholders As of March 31,2024 Name of shareholder Address Number of shares held (Hundreds of shares)Shareholding ratio(excluding treasury shares)(%)Th

233、e Master Trust Bank of Japan,Ltd.(Trust Account)1-8-1 Akasaka,Minato-ku,Tokyo 1,880,042 16.15 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,Tokyo)1,152,596 9.90 Cust

234、ody Bank of Japan,Ltd.(Trust Account)1-8-12 Harumi,Chuo-ku,Tokyo 662,687 5.69 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)488,020 4.19 The Nomura Trust and Banking Co.,Ltd.(MUFG Bank,

235、Ltd.Retiree Allowance Trust Account)2-2-2 Otemachi,Chiyoda-ku,Tokyo 421,090 3.62 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)214,384 1.84 GOVERNMENT O

236、F NORWAY(Standing proxy:Citibank,N.A.,Tokyo Branch)BANKPLASSEN 2,0107 OSLO 1 OSLO 0107 NO(6-27-30 Shinjuku,Shinjuku-ku,Tokyo)190,694 1.64 CITIBANK,N.A.-NY,AS DEPOSITARY BANK FOR DEPOSITARY SHARE HOLDERS(Standing proxy:Citibank,N.A.,Tokyo Branch)388 GREENWICH STREET NEW YORK,NY 10013 USA(6-27-30 Shin

237、juku,Shinjuku-ku,Tokyo)183,829 1.58 JP Morgan Chase Bank 385781(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,Tokyo)144,643 1.24 JP Morgan Chase Bank 385632(Standing proxy:Settlement&Clearing S

238、ervices Department,Mizuho Bank,Ltd.)25 BANK STREET,CANARY WHARF,LONDON,E14 5JP,UNITED KINGDOM(2-15-1 Konan,Minato-ku,Tokyo)144,108 1.24 Total-5,482,096 47.09(Notes)1.The Companys 1,344,515 hundred treasury shares are excluded from the above table.2.Although the Statement of Large-Volume Holdings mad

239、e available for public inspection dated March 25,2024 states that the following shares are held by Nomura Securities Co.,Ltd.and its joint holders as of March 15,2024,the above status of major shareholders is based on the shareholder registry,as the Company could not confirm the actual number of sha

240、res held as of March 31,2024.Name of shareholder Address Number of shares held (Hundreds of shares)Shareholding ratio(excluding treasury shares)(%)Nomura Securities Co.,Ltd.1-13-1 Nihonbashi,Chuo-ku,Tokyo 90,992 0.70 Nomura International plc 1 Angel Lane,London EC4R 3AB,United Kingdom 20,101 0.15 No

241、mura Asset Management Co.,Ltd.2-2-1 Toyosu,Koto-ku,Tokyo 538,486 4.15 Total-649,580 5.00-27-3.Although the revised statements(Statement of Large-Volume Holdings and Statement of Changes)made available for public inspection dated June 23,2023 states that the following shares are held by Public Invest

242、ment Fund as of February 16,2023,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 31,2024.4.Although the Statement of Changes made available for public inspection dated April 6,2023 states that t

243、he following shares are held by Sumitomo Mitsui Trust Asset Management Co.,Ltd.and its joint holders as of March 31,2023,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 31,2024.5.Although the St

244、atement of Changes made available for public inspection dated March 4,2024 states that the following shares are held by MUFG Bank,Ltd.and its joint holders as of February 26,2024,the above status of major shareholders is based on the shareholder registry,as the Company could not confirm the actual n

245、umber of shares held as of March 31,2024.Name of shareholder Address Number of shares held (Hundreds of shares)Shareholding ratio(excluding treasury shares)(%)MUFG Bank,Ltd.2-7-1 Marunouchi,Chiyoda-ku,Tokyo 421,090 3.24 Mitsubishi UFJ Trust and Banking Corporation 1-4-5 Marunouchi,Chiyoda-ku,Tokyo 2

246、74,614 2.11 Mitsubishi UFJ Asset Management Co.,Ltd.1-9-1 Higashi-Shinbashi,Minato-ku,Tokyo 127,285 0.98 Total-822,989 6.34 Name of shareholder Address Number of shares held (Hundreds of shares)Shareholding ratio(excluding treasury shares)(%)Public Investment Fund The Public Investment Fund Tower,Ki

247、ng Abdullah Financial District,Al Aqiq District,Riyadh 13519 Saudi Arabia 1,114,547 8.58 Total-1,114,547 8.58 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

248、,Tokyo 446,165 3.44 Nikko Asset Management Co.,Ltd.9-7-1 Akasaka,Minato-ku,Tokyo 284,701 2.19 Total-730,866 5.63-28-6.Although the Statement of Changes made available for public inspection dated November 6,2023 states that the following shares are held by BlackRock Japan Co.,Ltd.and its joint holder

249、s as of October 31,2023,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 31,2024.Name of shareholder Address Number of shares held(Hundreds of shares)Shareholding ratio(excluding treasury shares)

250、(%)BlackRock Japan Co.,Ltd.1-8-3 Marunouchi,Chiyoda-ku,Tokyo 267,153 2.06 BlackRock Advisors,LLC 251 Little Falls Drive,Wilmington,Delaware,USA 16,686 0.13 BlackRock Investment Management LLC 251 Little Falls Drive,Wilmington,Delaware,USA 13,325 0.10 BlackRock(Netherlands)B.V.Amstelplein 1,1096 HA,A

251、msterdam,Kingdom of the Netherlands 27,459 0.21 BlackRock Fund Managers Limited 12 Throgmorton Avenue London,UK 31,855 0.25 BlackRock(Luxembourg)S.A.35a Avenue JF Kennedy L-1855 Luxembourg 15,278 0.12 BlackRock Asset Management Ireland Limited 1F,2 Ballsbridge Park Ballsbridge,Dublin,Ireland 66,664

252、0.51 BlackRock Fund Advisors 400 Howard Street,San Francisco,California,USA 195,620 1.51 BlackRock Institutional Trust Company,N.A.400 Howard Street,San Francisco,California,USA 157,209 1.21 BlackRock Investment Management(UK)Limited 12 Throgmorton Avenue London,UK 18,708 0.14 Total-809,960 6.24 -29

253、-(7)Status of voting rights(i)Shares issued As of March 31,2024 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 rights(

254、treasury shares,etc.)(Treasury shares)Common shares 134,451,500-Number of shares constituting a unit:100 shares Shares with full voting rights(other)Common shares 1,163,446,500 11,634,465 Same as the above Shares less than one unit Common shares 792,000-Shares less than one unit(100 shares)Total num

255、ber of shares issued 1,298,690,000-Total number of voting rights held by all shareholders-11,634,465-(Note)“Shares with full voting rights(other)”includes 1,000 shares(10 voting rights)held in the name of Japan Securities Depository Center,Inc.(ii)Treasury shares and other relevant matters As of Mar

256、ch 31,2024 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,Kamitob

257、a,Minami-ku,Kyoto 601-8501 Japan 134,451,500-134,451,500 10.35 Total-134,451,500-134,451,500 10.35 -30-2.Status of acquisition of treasury shares and other relevant matters Class of shares,etc.Acquisition of common shares under Article 155,item 7 of the Companies Act(1)Status of acquisition based on

258、 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 Not applicable (3)Description of acquisition of treasury shares not based on a resolution approved at the General Meeting of Shareholders or

259、a resolution approved by the Board of Directors Acquisition under Article 155,item 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 31,2024 370 2,615,171 Treasury shares acquired during the

260、 current period 60 473,930 Classification Number of shares(shares)Total amount of acquisition price(dollars)Treasury shares acquired during the fiscal year ended March 31,2024 370 17,319 Treasury shares acquired during the current period 60 3,138(Note)The number of treasury shares acquired during th

261、e current period does not include shares less than one full unit purchased during the period from June 1,2024 to the submission date of this report.(4)Status of disposition and holding of acquired treasury shares Classification Fiscal year ended March 31,2024 Current period(April 1 to May 31,2024)Nu

262、mber of shares(shares)Total amount of disposal price(yen)Number of shares(shares)Total amount of disposal price(yen)Acquired treasury shares for which subscribers were solicited -Acquired treasury shares that were retired -Acquired treasury shares that were transferred in association with a merger,s

263、hare exchange,share issuance or corporate split -Other(disposal of treasury shares through the restricted stock compensation plan)9,500 19,150,385-Number of treasury shares held 134,451,510-134,451,570-Classification Fiscal year ended March 31,2024 Current period(April 1 to May 31,2024)Number of sha

264、res(shares)Total amount of disposal price(dollars)Number of shares(shares)Total amount of disposal price(dollars)Acquired treasury shares for which subscribers were solicited -Acquired treasury shares that were retired -Acquired treasury shares that were transferred in association with a merger,shar

265、e exchange,share issuance or corporate split -Other(disposal of treasury shares through the restricted stock compensation plan)9,500 126,823-Number of treasury shares held 134,451,510-134,451,570-(Note)The number of treasury shares held during the period from April 1 to May 31,2024 does not include

266、shares less than one full unit purchased or sold during the period from June 1,2024 to the submission date of this report.-31-3.Dividend policy It is the Companys basic policy to internally provide the capital necessary to fund future growth,including capital investments,and to maintain a strong and

267、 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 each fiscal period.It is the Companys basic policy to distribute the surplus twice per

268、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 Directors”pursuant to the provisions of Article 454,item 5 of the Companies Act.The gover

269、ning 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 higher of the amount calculated by dividing 33%of consolidated operating profit by the total

270、 number of outstanding shares,excluding treasury shares,as of the end of the fiscal year rounded up to the nearest yen,and the amount calculated based on the 50%consolidated profit standard rounded up to the nearest yen.The interim dividend per share is calculated by dividing 33%of consolidated oper

271、ating profit by the total number of outstanding shares,excluding treasury shares,as of the end of the six-month period rounded up to the nearest yen.According to the aforementioned policy,the dividends per share for the fiscal year ended March 31,2024 were calculated as an interim dividend of 80 yen

272、(USD 0.52)and year-end dividend of 131 yen(USD 0.86).Retained earnings are maintained for effective use in research of new technology and development of new products and services,capital investments and securing materials,enhancement of selling power including advertisements,strengthening of network

273、 infrastructure,and treasury share buyback whenever deemed appropriate.(Note)Dividend payments for which the record date is in the fiscal year ended March 31,2024 are as follows.Date of resolution Total amount of dividend Dividend per share Resolved at the meeting of the Board of Directors on Novemb

274、er 7,2023 93,139 million 80 Resolved at the Annual General Meeting of Shareholders on June 27,2024 152,515 million 131 Date of resolution Total amount of dividend Dividend per share Resolved at the meeting of the Board of Directors on November 7,2023 USD 616 million USD 0.52 Resolved at the Annual G

275、eneral Meeting of Shareholders on June 27,2024 USD 1,010 million USD 0.86 -32-4.Corporate governance(1)Outline of corporate governance(i)Basic views on corporate governance At Nintendo,we strive to maximize long-term,continuous corporate value while carefully considering the benefits for everyone we

276、 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 governance,as well as improve our corporate ethics.(ii)Outline of corporate governance system and

277、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 Audit and Supervisory Committee.The Company has also introduced the Executive Officer System f

278、or 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.The foregoing will be enabled by separating the management decision-making an

279、d 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 Directors)The Board of Directors consists of thirteen Directors(including five Directors who are

280、Audit and Supervisory Committee Members),of whom six are Outside Directors(including four Directors who are Audit and Supervisory Committee Members).All Outside Directors meet the standards for independent officers set forth by Tokyo Stock Exchange,Inc.The Board of Directors holds meetings once a mo

281、nth 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.-33-Board members:Board chairperson Shuntaro Furukawa,President and Representative Director;Shigeru Miyamoto,Repres

282、entative Director;Shinya Takahashi,Corporate Director;Satoru Shibata,Corporate Director;Ko Shiota,Corporate Director;Yusuke Beppu,Corporate Director;Chris Meledandri,Outside Director;Miyoko Demay,Outside Director;Takuya Yoshimura,Corporate Director(Full-Time Audit and Supervisory Committee Member);K

283、atsuhiro Umeyama,Outside Director(Audit and Supervisory Committee Member);Asa Shinkawa,Outside Director(Audit and Supervisory Committee Member);Eiko Osawa,Outside Director(Audit and Supervisory Committee Member);and Keiko Akashi,Outside Director(Audit and Supervisory Committee Member)(Nomination Adv

284、isory Committee)With the aim of increasing objectivity 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 President and Representative Director and all Directors who

285、are Audit and Supervisory Committee Members.The Nomination Advisory Committee holds meetings at least three times per year,in principle.As a non-mandatory advisory body to the Board of Directors,the committee deliberates matters related to the nomination and compensation of Directors,etc.Committee m

286、embers:Committee chairperson Katsuhiro Umeyama,Outside Director(Audit and Supervisory Committee Member);Shuntaro Furukawa,President and Representative Director;Takuya Yoshimura,Corporate Director(Full-Time Audit and Supervisory Committee Member);Asa Shinkawa,Outside Director(Audit and Supervisory Co

287、mmittee Member);Eiko Osawa,Outside Director(Audit and Supervisory Committee Member);and Keiko Akashi,Outside Director(Audit and Supervisory Committee Member)The attendance status of the Directors in office at each meeting of the Board of Directors and the Nomination Advisory Committee during the fis

288、cal year ended March 31,2024 is as follows.Classification Name Board of Directors Nomination Advisory Committee Number of meetings held Number of meetings attended Number of meetings held Number of meetings attended President and Representative Director,Member of the Board Shuntaro Furukawa 12 12 3

289、3 Representative Director,Member of the Board Shigeru Miyamoto 12 12-Corporate Director,Member of the Board Shinya Takahashi 12 12-Corporate Director,Member of the Board Satoru Shibata 12 12-Corporate Director,Member of the Board Ko Shiota 12 12-Outside Director,Member of the Board Chris Meledandri

290、12 11-Corporate Director,Member of the Board (Full-time Audit and Supervisory Committee Member)Takuya Yoshimura 12 12 3 3 Outside Director,Member of the Board(Audit and Supervisory Committee Member)Katsuhiro Umeyama 12 12 3 3 Outside Director,Member of the Board(Audit and Supervisory Committee Membe

291、r)Masao Yamazaki 12 12 3 3 Outside Director,Member of the Board(Audit and Supervisory Committee Member)Asa Shinkawa 12 12 3 3 During the fiscal year ended March 31,2024,the Board of Directors deliberated on important development and other projects,investment and acquisition projects,the organization

292、al structure of the Company group,the partial amendment to resolution-making procedures of the Board of Directors,analysis and disclosure related to the cost of capital,approach to human resources,cash on hand,and other matters.During the fiscal year ended March 31,2024,the Nomination Advisory Commi

293、ttee confirmed and exchanged opinions on the results of voting at the-34-General Meeting of Shareholders,the composition of the Board of Directors in coming years,and the independence of Outside Directors,and deliberated on candidates for Director(including proposals for the positions of Representat

294、ive Directors and Directors concurrently serving as Executive Officers)and their compensation.(Audit and Supervisory Committee)The Audit and Supervisory Committee consists of one full-time internal Corporate Director and four Outside Directors.The Audit and Supervisory Committee holds meetings once

295、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 members:Committee chairperson Takuya Yoshimura,Corporate Director(Full-Time Audit and Supervisory Committ

296、ee Member);Katsuhiro Umeyama,Outside Director(Audit and Supervisory Committee Member);Asa Shinkawa,Outside Director(Audit and Supervisory Committee Member);Eiko Osawa,Outside Director(Audit and Supervisory Committee Member);and Keiko Akashi,Outside Director(Audit and Supervisory Committee Member)The

297、 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.(Executive Management Committee)With the aim of robust promotion of corporate activities,the Compa

298、ny has established the Executive Management Committee consisting of Representative Directors and Corporate Directors concurrently serving as Executive Officers.The Executive Management Committee holds meetings twice per month in principle and deliberates basic policies on matters to be proposed at t

299、he meetings of the Board of Directors and management-related business execution policies and various measures.Committee members:Committee chairperson Shuntaro Furukawa,President and Representative Director;Shigeru Miyamoto,Representative Director;Shinya Takahashi,Corporate Director;Satoru Shibata,Co

300、rporate Director;Ko Shiota,Corporate Director;and Yusuke Beppu,Corporate Director (Compliance Committee)With the aim of promoting compliance,the Company has established the Compliance Committee chaired by the Senior General Manager of the General Affairs Division under the Executive Management Commi

301、ttee.The Compliance Committee performs initiatives for promotion of compliance including establishment of the“Compliance Manual.”Committee members:Committee chairperson Kentaro Yamagishi,Senior General Manager,General Affairs Division;senior general managers of divisions and senior directors of depa

302、rtments/offices(sections 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 Dep

303、artment monitors the risk 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.The Company has also established the Information Securi

304、ty Committee to ensure information security and the Product Safety Committee and other 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 subsidia

305、ries mainly to ensure efficient risk management and business operation by the subsidiaries.Pursuant to the regulations,the responsible Senior General Managers of the Company identify and manage such matters as the management status of the respective subsidiaries they are in charge of,obtaining infor

306、mation therefrom as necessary,and subsidiaries are required to obtain the Companys prior approval for significant matters.(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 agreemen

307、t with Outside Directors to limit their liability for damages as stipulated in Article 423,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

308、the Outside Director performed his/her duties that caused the liability in good faith and without gross negligence.-35-(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 w

309、ith an insurance provider.The insured are Directors and Executive Officers of the Company and 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 dut

310、ies or that result from pursuit of claims for such liabilities during the insurance period.However,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.(

311、d)Number of Directors The Articles of Incorporation stipulate that the number of Directors 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

312、than five persons.(e)Requirements for resolution on election of Directors The Company has stipulated 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

313、one-third or more of the votes of the shareholders entitled to vote are present;and the resolution 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 o

314、f treasury shares)The Company has stipulated in its Articles of Incorporation that,in order 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 prov

315、ision of Article 165,Paragraph 2 of the Companies Act.(Interim dividend)The Company has stipulated 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

316、 recorded in the latest shareholder registry as of September 30 each year,subject to resolution 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 sp

317、ecial resolution at the General Meeting of Shareholders with greater certainty,the resolutions 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 a meeting where shareholders holding one-third or more of the votes of

318、 the shareholders entitled to vote are present.(iv)Basic Policy Regarding the Companys 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 s

319、hould be entrusted to its shareholders,given that the stock of the Company,which is a 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.

320、The Companys Board of Directors maintains that such tender or acquisition offers are inappropriate.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

321、event.If a tender or acquisition offer is proposed,the Company will carefully judge its 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 ex

322、perts and negotiating with the party making the offer,the Company will establish a task 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

323、determined and implemented in accordance with relevant laws and regulations.The Company 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.-36-

324、(2)Members of the Board of Directors(i)List of Members of the Board of Directors Nine male Directors and four female Directors(percentage of women:30.8%)Position/Job title Name Date of birth Past experience Term Number of shares held(hundreds)President Representative Director Shuntaro Furukawa Janua

325、ry 10,1972 April 1994 Joined the Company May 2012 Appointed as Outside Director of The Pokmon Company July 2015 Senior Director,Corporate Planning Department June 2016 Appointed as Corporate Director,Member of the Board(to present)Appointed as Managing Executive Officer Executive Supervisor of Corpo

326、rate Analysis&Administration Division September 2016 In charge of Global Marketing Department June 2018 Appointed as President and Representative Director,Member of the Board(to present)*1 100 Executive Fellow Representative Director Shigeru Miyamoto November 16,1952 April 1977 Joined the Company Ju

327、ne 2000 Appointed as Corporate Director,Member of the Board(to present)Senior General Manager,Entertainment Analysis&Development Division May 2002 Appointed as Senior Managing Director Appointed as Representative Director,Member of the Board(to present)September 2015 Appointed as Executive Fellow(to

328、 present)*1 30 Corporate Director Senior Managing Executive Officer Executive General Manager,Entertainment Planning&Development Division Shinya Takahashi November 9,1963 April 1989 Joined the Company June 2013 Appointed as Corporate Director,Member of the Board(to present)Senior General Manager,Sof

329、tware Planning&Development Division September 2015 Senior General Manager,Entertainment Planning&Development Division Executive Supervisor of Development Administration&Support Division(to present)June 2018 Appointed as Senior Managing Executive Officer(to present)July 2023 Executive General Manager

330、,Entertainment Planning&Development Division(to present)Executive Supervisor of Technology Development Division and Development Promotion Division(to present)*1 30 Corporate Director Managing Executive Officer Executive General Manager,Marketing Division and Asia&Oceania Business Division Senior Gen

331、eral Manager,Publisher&Developer Relations Division Satoru Shibata September 4,1962 April 1985 Joined the Company June 2000 President of Nintendo of Europe GmbH(currently Nintendo of Europe AG)May 2018 Appointed as Outside Director of The Pokmon Company(to present)June 2018 Appointed as Corporate Di

332、rector,Member of the Board(to present)Senior General Manager,Marketing Division Senior General Manager,Publisher&Developer Relations Division(to present)June 2022 Appointed as Managing Executive Officer(to present)July 2023 Executive General Manager,Marketing Division(to present)Executive General Ma

333、nager,Asia&Oceania Business Division(to present)*1 30 Corporate Director Senior Executive Officer Senior General Manager,Technology Development Division Ko Shiota August 7,1969 April 1992 Joined the Company September 2015 Senior General Manager,Technology Development Division(to present)June 2017 Appointed as Corporate Director,Member of the Board(to present)Appointed as Senior Executive Officer(t