Nintendo : Notice of the 81st Annual General Meeting of Shareholders (247KB)

These documents have been translated from the 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, 2021

To Shareholders with Voting Rights:

Shuntaro Furukawa

Representative Director and President

Nintendo Co., Ltd.

11-1Hokotate-cho, Kamitoba,

Minami-ku, Kyoto, Japan

NOTICE OF

THE 81ST ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

You are cordially invited to attend the 81st Annual General Meeting of Shareholders of Nintendo Co., Ltd. (the "Company"). The meeting will be held for the purposes as described below.

You can exercise your voting rights in writing by submitting the Voting Rights Exercise Form, or via the Internet, without attending the meeting. Please review the Reference Documents for the General Meeting of Shareholders (described hereinafter), and cast your vote by 5 p.m. on Monday, June 28, 2021 Japan time.

1. Date and Time: Tuesday, June 29, 2021 at 10 a.m. Japan time (reception will open at 9 a.m.)

2. Place:	Seventh floor conference room in the Development Center of the Company,
	located at 2-1Minamimatsuda-cho, Higashikujo, Minami-ku, Kyoto, Japan

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

81st Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements

2. Non-Consolidated Financial Statements for the Company's 81st Fiscal Year (April 1, 2020 - March 31, 2021)

Proposals to be resolved:

Proposal No. 1: Distribution of Surplus

Proposal No. 2: Election of Six Directors (excluding Directors who are Audit and Supervisory Committee Members)

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Information on Exercise of Voting Rights

In order to prevent the spread of COVID-19, we recommend that you refrain from attending the meeting in person and exercise your voting rights in writing or via the Internet, etc.

Exercise of Voting Rights in Writing

Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it so that it is received by 5 p.m. on Monday, June 28, 2021 Japan time.

Exercise of Voting Rights via the Internet

To vote via the Internet, please visit the Company's designated voting website (https://www.web54.net)* and vote for or against the proposals by 5 p.m. on Monday, June 28, 2021 Japan time.

* Please see page 27 for details.

Exercise of Voting Rights by Attending the Meeting

Please submit the enclosed Voting Rights Exercise Form at the reception (which will open at 9 a.m.). Shareholders are also requested to bring this convocation notice on the day of the meeting.

1. Please be advised that non-shareholders (e.g., proxies or accompanying persons who are not shareholders) are unable to participate in the General Meeting of Shareholders.
2. If you vote both in writing on the Voting Rights Exercise Form and via the Internet, only your vote placed via the Internet will be valid.
3. If you submit your vote multiple times via the Internet, only the last vote will be valid.

Notes:

1. Any updates to the Reference Documents for the General Meeting of Shareholders, the Business Report, Consolidated and Non-Consolidated Financial Statements will be posted on the Company's website at the following URL: https://www.nintendo.co.jp/ir/en/index.html
2. As the following information is posted 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, it is not presented in this Appendix.
3. 1. System to Ensure Proper Business Execution, Summary of Operational Status of System to Ensure Proper Business Execution and Basic Policy Regarding the Company's Control in the Business Report
   2. Consolidated Statement of Changes in Equity and Notes to the Consolidated Financial Statements
   3. Non-ConsolidatedStatement of Changes in Equity and Notes to the Non-Consolidated Financial

Statements

The Audit and Supervisory Committee Members and the Accounting Auditor have audited documents subject to audit, which include the above items posted on the Company's website.

1. After the close of the General Meeting of Shareholders, in lieu of sending a written notice of voting results to shareholders, these results will be posted on the Company's website at the following URL:https://www.nintendo.co.jp/ir/en/index.html
2. For those who will not attend the meeting, a summary of questions and answers addressed in the meeting will be posted on the Company's website at a later date for your reference at the following URL:https://www.nintendo.co.jp/ir/en/index.html

• This website is in Japanese only.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Distribution of Surplus

The Company's basic policy is to use retained earnings toward research and development, capital investments, etc., necessary for the Company's growth. It is also part of this policy to maintain the Company's financial soundness in order to respond to changes in the future management environment and prevail over challenging competition, and to pay out dividends, as a form of direct returns to shareholders, upon considering the Company's profit level for the fiscal year.

Specifically, the Company's annual dividend is (i) 33% of the consolidated operating profit, used as the base dividend amount, divided by the number of shares outstanding (excluding treasury shares held as of the fiscal year-end), or (ii) an amount necessary to achieve a 50% consolidated payout ratio, whichever is greater (in either case, rounded up to the nearest 10 yen per share).

Based on this basic policy, the annual dividend would be 2,020 yen per share. However, in view of business results and other factors for the fiscal year ended March 31, 2021, the Company hereby proposes to increase the year-end dividend by 200 yen per share, as shown below.

1. Matters concerning allotment of dividends to shareholders and the total amount 1,410 yen per share of common stock, for a total of 167,963,101,470 yen
   Because an interim dividend of 810 yen per share was paid out, the annual dividend for the fiscal year ended March 31, 2021 would be 2,220 yen per share (consolidated dividend payout ratio of 55.1%).
2. Effective date of distribution of surplus

June 30, 2021

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Proposal No. 2: Election of Six Directors (excluding Directors who are Audit and Supervisory Committee Members)

The terms of office of five Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter the same shall apply in this Proposal), Mr. Shuntaro Furukawa, Mr. Shigeru Miyamoto, Mr. Shinya Takahashi, Mr. Ko Shiota and Mr. Satoru Shibata, will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of six Directors is proposed, increasing the number of Outside Directors by one in order to enhance the effectiveness of the Board of Directors. As for this Proposal, candidates were decided upon the deliberation of the non-mandatory Nomination Advisory Committee, which mainly consists of Outside Directors. In addition, the Audit and Supervisory Committee has judged that all the candidates are eligible.

The candidates are as follows.

Candidate		Past experience, positions, responsibilities, and significant
No. 1		concurrent positions
		April 1994	Joined the Company
		May 2012	Outside Director of The Pokémon Company
	Shuntaro Furukawa	July 2015	General Manager, Corporate Planning
		Department
	Reelection	June 2016	Director (to present)
	Date of birth		Managing Executive Officer
		Supervisor of Corporate Analysis &
	January 10, 1972
		Administration Division
		September 2016
	Number of shares of the	In charge of Global Marketing Department
	Company held	June 2018	Representative Director and President (to
		present)
	200 shares
	Reasons for selection as a candidate
	81st fiscal year Board of	Mr. Shuntaro Furukawa has extensive business experience and
	Directors attendance	broad insight gained at our overseas subsidiaries and planning and
	12 times/12 times (100%)	administration sections. He was appointed as Representative
	Director and President of the Company in June 2018 based on his
		proven track record as Director, and since then has led the
		Company's business. We request his election based on our
		judgment that he will continue to perform his duties as Director
		appropriately and contribute to the improvement of corporate value.
Candidate		Past experience, positions, responsibilities, and significant
No. 2	Shigeru Miyamoto	concurrent positions
	Reelection	April 1977	Joined the Company
		June 2000	Director (to present)
	Date of birth		General Manager, Entertainment Analysis &
	November 16, 1952		Development Division
	Number of shares of the	May 2002	Senior Managing Director
		Representative Director (to present)
	Company held	September 2015	Fellow (to present)
	100 shares	Reasons for selection as a candidate
	81st fiscal year Board of	Mr. Shigeru Miyamoto has long served as Representative Director
	and has led the development section as head and leader of software
	Directors attendance	development. We request his election based on our judgment that
	12 times/12 times (100%)	he will continue to perform his duties as Director appropriately and
		contribute to the improvement of corporate value.

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Candidate		Past experience, positions, responsibilities, and significant
No. 3		concurrent positions
		April 1989	Joined the Company
		July 2012	Deputy General Manager, Software Planning
	Shinya Takahashi		& Development Division
	June 2013	Director (to present)
	Reelection		General Manager, Software Planning &
			Development Division
	Date of birth	September 2015	General Manager, Entertainment Planning &
	November 9, 1963		Development Division (to present)
	Number of shares of the		Supervisor of Development Administration &
		Support Division (to present); Supervisor of
	Company held		Business Development Division
	100 shares	June 2016	Managing Executive Officer
	81st fiscal year Board of	June 2018	Senior Managing Executive Officer (to
		present)
	Directors attendance	Reasons for selection as a candidate
	12 times/12 times (100%)	Mr. Shinya Takahashi has gained experience and possesses a record
		of accomplishment as Director, and has worked on the long-term
		maintenance and growth of development capabilities as head of
		software development. We request his election based on our
		judgment that he will continue to perform his duties as Director
		appropriately and contribute to the improvement of corporate value.
Candidate		Past experience, positions, responsibilities, and significant
No. 4	Ko Shiota	concurrent positions
	Reelection	April 1992	Joined the Company
		September 2015	General Manager, Platform Technology
	Date of birth		Development Division (to present)
	August 7, 1969	June 2016	Executive Officer
	Number of shares of the	June 2017	Director (to present)
		Senior Executive Officer (to present)
	Company held	Reasons for selection as a candidate
	100 shares	Mr. Ko Shiota has extensive business experience in the
	81st fiscal year Board of	development section and has worked on the long-term maintenance
	and growth of development capabilities as head of hardware
	Directors attendance	development. We request his election based on our judgment that
	12 times/12 times (100%)	he will continue to perform his duties as Director appropriately and
		contribute to the improvement of corporate value.

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