Nintendo : Notice of the 82nd Annual General Meeting of Shareholders (550KB)

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, 2022

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 82ND ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

You are cordially invited to attend the 82nd 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 Tuesday, June 28, 2022 Japan time.

1. Date and Time: Wednesday, June 29, 2022 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

82nd Fiscal Year (April 1, 2021 - March 31, 2022) 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 82nd Fiscal Year (April 1, 2021 - March 31, 2022)

Proposals to be resolved:

Proposal No. 1: Distribution of Surplus

Proposal No. 2: Partial Amendment to the Articles of Incorporation

Proposal No. 3: Election of Six Directors (excluding Directors Who Are Audit and Supervisory Committee Members)

Proposal No. 4: Election of Four Directors who Are Audit and Supervisory Committee Members

Proposal No. 5: Revision of the Amount of Compensation Payable to Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Proposal No. 6: Determination of Compensation to Grant Restricted Stocks to Directors (Excluding Directors Who Are Audit and Supervisory Committee Members and Outside Directors)

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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 Tuesday, June 28, 2022 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 Tuesday, June 28, 2022 Japan time.

* Please see page 43 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 Company hereby proposes the following year-end dividend per share for the fiscal year ended March 31, 2022.

1. Matters concerning allotment of dividends to shareholders and the total amount 1,410 yen per share of common stock, for a total of 165,423,988,980 yen
   Because an interim dividend of 620 yen per share was paid out, the annual dividend for the fiscal year ended March 31, 2022 would be 2,030 yen per share (consolidated dividend payout ratio of 50.2%).
2. Effective date of distribution of surplus

June 30, 2022

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Proposal No. 2: Partial Amendment to the Articles of Incorporation

1. Reasons for Amendment

The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of a system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.

1. The proposed Article 16, Paragraph 1 stipulates that the Company shall take measures for the electronic provision of information contained in the reference documents, etc. for the General Meeting of Shareholders.
2. The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
3. The provisions related to the Disclosure via the Internet of the Reference Documents, etc. for the General Meeting of Shareholders and the Deemed Provision of Information (Article 16 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
4. In line with the above establishment and deletion of the provisions, additional provisions related to the effective date, etc. shall be established, and the wording of the existing additional provision shall be adjusted.

2. Details of Amendment

The details of the amendment are as follows.

(Amended parts are underlined.)

Current Articles

Proposed Amendment

(Disclosure via the Internet of the Reference

(Deleted)

Documents, etc. for the General Meeting of

Shareholders and the Deemed Provision of

Information)

Article 16.The Company shall be deemed to

have provided the shareholders with the

necessary information with respect to the

matters to be stated or indicated in the reference

documents for the General Meeting of

Shareholders, the business reports, the non-

consolidated financial statements and the

consolidated financial statements, by disclosing

such information via the Internet in accordance

with the Ordinance of the Ministry of Justice.

(Newly established)

(Measures for Electronic Provision, etc.)

Article 16.The Company shall, when convening

a General Meeting of Shareholders, take

measures for electronic provision of

information contained in the reference

documents, etc. for the General Meeting of

Shareholders.

2. Among the matters to be provided through

measures for electronic provision of, the

Company may choose not to include all or part

of the matters stipulated in the Ordinance of

the Ministry of Justice in the paper copy to be

sent to shareholders who have requested it by

the record date for voting rights.

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Current Articles				Proposed Amendment
Additional Provision				Additional Provisions
(Transitional Measures regarding Agreement on		(Transitional Measures regarding Agreement on
Limitation of Liabilities of Outside Auditors)		Limitation of Liabilities of Outside Auditors)
An agreement with Outside Auditors which	Article 1.An agreement with Outside Auditors
limits their liabilities specified by Article 423,			which limits their liabilities specified by
Paragraph 1 of the Corporation Law shall remain			Article 423, Paragraph 1 of the Corporation
in force for the actions of Outside Auditors			Law shall remain in force for the actions of
(including persons who were Outside Auditors)			Outside Auditors (including persons who were
conducted before the conclusion of the 76th			Outside Auditors) conducted before the
Annual General Meeting of Shareholders held on			conclusion of the 76th Annual General Meeting
June 29, 2016.			of Shareholders held on June 29, 2016.
(Newly established)		(Transitional Measures regarding Measures for
		Electronic Provision, etc.)
	Article 2.The amendment to Article 16 of the
			Articles of Incorporation shall come into effect
			on September 1, 2022 (hereinafter the
			"Effective Date"), which is the date of
			enforcement of the amended provisions
			stipulated in the proviso of Article 1 of the
			supplementary provisions of the Act Partially
			Amending the Companies Act (Act No. 70 of
	2019).
		2. Notwithstanding the provisions of the
			preceding paragraph, Article 16 of the Articles
			of Incorporation (Disclosure via the Internet of
			the Reference Documents, etc. for the General
			Meeting of Shareholders and the Deemed
			Provision of Information) of the Articles of
			Incorporation prior to amendment shall remain
			in force with respect to a General Meeting of
			Shareholders to be held on a date within six (6)
			months from the Effective Date.
		3. This article shall be deleted after the lapse of
			six (6) months from the Effective Date or the
			lapse of three (3) months from the date of the
			General Meeting of Shareholders set forth in
			the preceding paragraph, whichever is later.

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