These documents have been translated from Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

(Securities Code 7974)

June 7, 2022

To Shareholders with Voting Rights:

Shuntaro Furukawa

Representative Director and President

Nintendo Co., Ltd.

11-1Hokotate-cho, Kamitoba,

Minami-ku, Kyoto, Japan

INFORMATION DISCLOSURE ON THE INTERNET

REGARDING THE NOTICE OF

THE 82nd ANNUAL GENERAL MEETING OF SHAREHOLDERS

Business Report (Company Systems and Policies)

System to Ensure Proper Business Execution

Summary of Operational Status of System to Ensure Proper Business Execution Basic Policy Regarding the Company's Control in the Business Report

Consolidated Financial Statements

Consolidated Statement of Changes in Equity

Notes to the Consolidated Financial Statements

Non-Consolidated Financial Statements

Non-Consolidated Statement of Changes in Equity

Notes to the Non-Consolidated Financial Statements

These documents have been provided to shareholders on the Company's website (https://www.nintendo.co.jp/ir/en/index.html) pursuant to provisions of laws and regulations as well as Article 16 of the Articles of Incorporation. Moreover, the documents herein were audited by the Audit and Supervisory Committee and Accounting Auditor as a part of the documents subject to audit when they prepared the Audit and Supervisory Committee's Audit Report and Accounting Auditor's Audit Report, respectively.

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Company Systems and Policies

1 System to Ensure Proper Business Execution

  1. System to ensure that the Company's Directors and employees execute their duties in compliance with laws and regulations and the Articles of Incorporation
    By establishing an Audit and Supervisory Committee, which consists of a majority of Outside Directors, the Company aims to strengthen the supervisory functions of the Board of Directors and further promote corporate governance of the Company. Furthermore, the Company has established a compliance program (legal risk management policy) to define normative systems for compliance and has designed a compliance manual and otherwise implemented measures for promotion of compliance through establishment of a Compliance Committee in order to ensure that Directors' and employees' execution of duties complies with the laws and regulations and the Articles of Incorporation. In addition, the Company has established a whistleblowing system ("Compliance Hotline") for early discovery and correction of illegal conduct.
    In addition to regular audits by the Audit and Supervisory Committee, the Internal Auditing Department, under the direct supervision of the President, audits the business activities of each department, evaluates the effectiveness of internal controls related to financial reporting, and proposes and suggests measures to make improvements, etc.
    Based on a firm stance against antisocial forces that threaten social order and security, the Company has established an internal response department and has a system to address such issues on a company-wide level. The Company has also built a system to collaborate with police, attorneys and other specialized external organizations during ordinary times to prepare for emergencies.
  2. System for storage and management of information related to the execution of duties of the Company's Directors
    The Company records information related to Directors' execution of duties as minutes of meetings of the Board of Directors, Executive Management Committee and other important meetings, as well as documents such as action memos (including electronic records). Each such record is stored and managed for an appropriate retention period based on internal regulations.
  3. Regulations or any other systems of the Company for management of risk of loss

As a general rule, each division and department manages risks pertaining to work within its jurisdiction. Furthermore, the Internal Auditing Department monitors the risk management system of each division and department, and proposes and advises on policies for improvement, etc. In addition, under the Compliance Committee, thorough compliance efforts are promoted at each division and department. The Company has also established the Information Security 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.

4) System to ensure that the execution of duties of the Company's Directors is efficient

In addition to the meetings of the Board of Directors held monthly as a general rule, meetings of the Executive Management Committee, which consists of Directors who concurrently serve as Representative Directors and Executive Officers with special titles, are held twice a month generally at the Company, to make prompt and efficient decisions.

Furthermore, the Company has introduced the Executive Officer system for the purpose of clarifying responsibility for the business execution through separation of the management decision- making from supervisory functions from the business execution, as well as by accelerating the delegation of authority to execute operations.

With regards to the business execution, internal regulations set forth the allocation of duties and authority to ensure organized and efficient operation of business.

5) System to ensure proper business execution within the Company group

The system seeks to ensure proper business execution within the Company group as a whole by ensuring proper business execution by each subsidiary.

The Company has established internal regulations applicable to its subsidiaries mainly to ensure efficient risk management and business operation by the subsidiaries. Pursuant to the regulations, General Managers of the responsible divisions of the Company identify and manage such matters as the management status of the respective subsidiaries of which they are in charge, obtaining information therefrom as necessary, and subsidiaries are required to obtain the Company's prior approval for significant matters.

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Furthermore, in addition to audits by the Company's Accounting Auditor, the Audit and Supervisory Committee also conducts audits with respect to subsidiaries as necessary. The Internal Auditing Department likewise conducts internal audits with respect to subsidiaries as needed in addition to providing guidance and cooperation on internal controls. Major subsidiaries have established internal auditing divisions or departments, and each subsidiary is promoting the establishment of internal control systems suitable to the size of the subsidiary and the laws and regulations in the region where the subsidiary is located, with the cooperation of relevant divisions and departments of the Company.

In addition to providing guidance and cooperation on compliance to each subsidiary as needed, the Company has established a whistleblowing system at major subsidiaries to render it possible to provide information directly to the Company in order to enhance and promote the compliance of the Company group as a whole. Under the umbrella of the Global Compliance Conference, which comprises top management of the Company and its major subsidiaries, meetings are held regularly for persons in charge of compliance at each company.

    1. System to ensure that the execution of duties of the Company's Audit and Supervisory Committee is effective
  • Matters related to employees to assist duties of the Company's Audit and Supervisory Committee

The Company has established the Audit and Supervisory Committee Office to assist the duties of the Audit and Supervisory Committee, and the Office has dedicated staff members who work to assist the duties of the Audit and Supervisory Committee under the direction of the Committee.

Employees in the Audit and Supervisory Committee Office are selected and transferred with the agreement of the Audit and Supervisory Committee to ensure independence of such employees and effectiveness of the direction of the Committee to such employees.

  • System for reporting to the Company's Audit and Supervisory Committee

The President of the Company holds regular meetings with the Company's Audit and Supervisory Committee Members, and provides timely reports regarding matters designated by law. The Company's Internal Auditing Department reports internal audit results to the Company's Audit and Supervisory Committee in a timely manner. Furthermore, the Company's Directors and other employees report to the Audit and Supervisory Committee as needed on matters reported by a Director or another employee of a subsidiary or matters concerning execution of the Company's or a subsidiary's business.

An employee who reports to the Company's Audit and Supervisory Committee will not be treated unfavorably.

  • Other systems to ensure that audits by the Company's Audit and Supervisory Committee are effective The Company's Audit and Supervisory Committee Members attend the meetings of the Board of

Directors and participate in important committees and meetings that are deemed necessary to ensure that the audits conducted are effective. In the event that an Audit and Supervisory Committee Member requests the payment of expenses in connection with the performance of his/her duties, the request is processed pursuant to relevant laws and in accordance with internal regulations.

7) System to ensure proper and trustworthy financial reporting

In order to ensure proper and trustworthy financial reporting, the Company complies with laws and regulations such as the Financial Instruments and Exchange Act, and appropriately maintains and manages internal controls for financial reporting. The Company also continuously assesses the operation of these internal controls and checks their efficacy, implementing necessary measures for improvement.

2 Summary of Operational Status of System to Ensure Proper Business Execution

  1. System to ensure that the Company's Directors and employees execute their duties in compliance with laws and regulations and the Articles of Incorporation, and regulations or any other systems of the Company for management of risk of loss
    The Company ensures compliance with laws and regulations, etc. through internal training and monitoring of relevant divisions by a person in charge of compliance assigned to each division based on the action plan for compliance established by the Compliance Committee mainly consisting of Directors and the General Manager of each division.
    For the management of risk of loss, the Internal Auditing Department monitors the status of risk management performed at each division, and proposes and advises on measures for improving the risk management system of each division by quantifying residual risks to the extent possible.

3

  1. System for storage and management of information related to the execution of duties of the Company's Directors, and system to ensure that the execution of duties of the Company's Directors is efficient
    The Company operates the meetings of the Board of Directors and Executive Management Committee in accordance with the "Board of Directors Regulations" and "Executive Management Committee Regulations" which set forth standards for handling resolutions and reporting matters at the meetings of the Board of Directors and Executive Management Committee. In addition, it ensures efficient and appropriate execution of duties by Directors through discussing in advance the matters to be proposed at the meetings of the Board of Directors at the Executive Management Committee. Furthermore, the Company adopts the Executive Officer System for the purpose of clarifying the responsibility for business execution, and establishing a more flexible management structure which can appropriately and swiftly respond to the rapidly changing business environment. The foregoing will be enabled through separating the management decision-making and supervisory functions from the execution of operations as well as by accelerating the delegation of authority to execute operations. The Company clarifies the role and responsibilities of each Director and Executive Officer in charge of business execution by designating the scope of their duties and the division for which they are responsible.
    The Company appropriately records and manages information related to Directors' execution of duties such as minutes of meetings of the Board of Directors and action memos in accordance with relevant laws and regulations and internal regulations including the "Document Management Rules."
  2. System to ensure proper business execution within the Company group

The Company ensures proper business execution of subsidiaries in accordance with the "Rules for Management of Subsidiaries and Affiliates" whereby the responsible divisions and departments of the Company identify and manage such matters including the management status of the respective subsidiaries, and make decisions in accordance with the predetermined decision-making standards for matters that require prior approval of the Company.

Furthermore, the Company's Accounting Auditors and the Audit and Supervisory Committee Members conduct auditing of subsidiaries including on-site audits, and the Internal Auditing Department conducts internal auditing of subsidiaries as appropriate to provide guidance and advice on internal control and risk management as necessary.

The division in charge of compliance of the Company regularly holds meetings with the persons in charge of compliance at major overseas subsidiaries, confirms the status of initiatives taken concerning compliance at each subsidiary, and exchanges opinions on matters including the laws and regulations of each jurisdiction and challenges for the future.

4) System to ensure that audits by the Company's Audit and Supervisory Committee are effective The Company's Audit and Supervisory Committee Members receive reports on necessary matters

from Directors and employees through attendance of the meetings of the Board of Directors as well as important meetings including Compliance Committee as appropriate. Furthermore, the Company's Audit and Supervisory Committee Members, including Outside Directors, hold quarterly meetings with the President of the Company for information exchange, and coordinate with the Internal Auditing Department to receive reports on internal auditing, etc., performed by the Department.

3 Basic Policy Regarding the Company's Control

The Company's Board of Directors believes that the decision of whether to accept another party's tender or other acquisition offer for the purpose of making large purchases of the Company's stock ultimately should 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 Company's corporate value or the common interests of shareholders, depending on the intent of the offer, etc. The Company's 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 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 experts 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 Company's corporate value or the common interests of its shareholders, the defensive measures will be determined and implemented in accordance with relevant laws and regulations.

4

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.

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Nintendo Co. Ltd. published this content on 01 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 June 2022 07:31:07 UTC.