Securities Code: 3659 March 12, 2012 to Shareholders with Voting Rights 2-3-1 Shinkawa 2-Chome, Chuo-Ku, Tokyo NEXON Co., Ltd
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Securities code: 3659 March 12, 2012 To Shareholders with Voting Rights 2-3-1 Shinkawa 2-chome, Chuo-ku, Tokyo NEXON Co., Ltd. Representative Director/President Seungwoo Choi Notice of the 10th Ordinary General Meeting of Shareholders Dear Shareholders: You are cordially invited to attend the 10th Ordinary General Meeting of Shareholders. The meeting details and agenda are as outlined below. If you are unable to attend the meeting, you may exercise your voting rights in writing. Please review the General Shareholders Meeting agenda described below and return the Voting Rights Exercise Form with your vote by 7pm on Monday, March 26, 2012. Notice 1. Date &Time: 10:00 a.m., Tuesday, March 27, 2012 2. Location: ANA InterContinental Hotel Tokyo At Prominence Room on B1 Floor 1-12-33, Akasaka, Minato-ku, Tokyo (Please refer to the location map on the last page of this document) 3. Agenda: Matters to be reported: 1) Business Report and Consolidated Financial Statements for the 10th fiscal year (from January 1, 2011 to December 31, 2011), and audit results on the Consolidated financial statements for the 10th fiscal year (from January 1, 2011 to December 31, 2011) by the Independent Auditors and the Board of Statutory Auditors. 2) Non-consolidated Financial Statements for the 10th fiscal year (from January 1, 2011 to December 31, 2011). Proposals to be voted on: Proposal No. 1: Election of six (6) directors Proposal No. 2: Reduction of Capital reserve Proposal No. 3: Issuance of subscription rights to shares as stock options to the Company’s directors and employees ··········································································································· If attending the meeting in person, please submit the enclosed Voting Rights Exercise Form to the receptionist. Shareholders may exercise voting rights by proxy by assigning his or her voting rights to another shareholders with voting rights designated to act as his or her representative, provided that the document certifying his or her power of representation is submitted to the Convener. - 1 - Should there be any amendments or changes to the reference materials for the General Meeting of Shareholders, Business Report, Financial Statements and Consolidated Financial Statements, the Company shall notify its shareholders via the Company’s website (http://company.nexon.co.jp/). - 2 - (Reference Materials) Business Report (From January 1, 2011 to December 31, 2011) 1. Current Status of the Corporate Group (1) Business summary for the current fiscal year Outline and results of business operations The global economic activities for the current consolidated fiscal year remained at a relatively low level primarily due to the European debt crisis, and economic recovery also remained at a slow pace. Asian region, such as China and India, which have been leading the global economy are still expanding mainly due to strong domestic demands, but there appears to be the need to monitor the trends of real estate and commodity prices and the exporting business to the European and American regions. In the United States of America, the economy has started to show a sign of recovery including a decrease in unemployment rates towards the end of the year, but it continues to experience tension caused by the turmoil in the financial and capital markets in the European region. European economy was exposed to the risk of a sharp drop because of the confusion in the capital market, negative impact of fiscal tightening, and concerns over debt problems of certain countries. In Japan, due to the Great East Japan Earthquake and the nuclear power plant disaster, the economic activities, mostly in eastern Japan, have been partially paralyzed. Coupled with the rapid appreciation of yen and concerns about the slowing global economy, the outlook of domestic economy and individual consumption is uncertain. Under such economic environment described above, the Group is engaged in primarily online game business, as well as mobile game business and other businesses, and has been focusing on providing high quality services to wide range of customers and on acquiring excellent contents to accommodate diversifying needs of users through updating existing game titles and publishing new game titles. As a result of our efforts, we recorded Net sales of ¥87,612 million (an increase of 25.6% year-on-year); Operating income of ¥38, 249 million (an increase of 26.7% year-on-year); Ordinary income of ¥36,905 million (an increase of 29.6% year-on-year); and, Net income of ¥25, 755 million yen (an increase of 19.0% year-on-year) for the consolidated fiscal year ended December 31, 2011. Performance results by reportable segments presented as Net sales to third party customers are as follows: - 3 - i) Japan In Japan, major updates of leading existing game titles, such as “Maple Story,” “Dungeon and Fighter,” and “Tales Weaver,” contributed to steady performance. In addition, our expansion into the new sector of devices and platforms such as smart phones and tablets, and publishing new game titles such as “Mabinogi: Heroes” contributed to Net sales of ¥13,012 million and Segment income of ¥2,202 million despite IPO-related expenses. ii) Korea In Korea, continuing increases in Royalty revenue from publishing “Dungeon and Fighter” in China and successful updates of existing game titles such as “Maple Story” and “Dungeon and Fighter” Contributed to Net sales of ¥63,173 million and Segment income of ¥33,741 million despite the capital expenditure such as setting up a new customer center. The impact of the substantial appreciation of Japanese yen against Korean won was mostly offset by high rate of growth and did not have a significant negative impact on earnings. iii) China In China, Net sales and Segment income were ¥3,146 million and ¥2,028 million, respectively, due to the increase in Consulting revenue resulting from an increase in number of online game users against the backdrop of the internet adoption. iv) North America North America segment recorded Net sales of ¥6,210 million as a result of steady performance of the existing game titles as well as contributions from our new game title “Dragon Nest” and our first Facebook-platform game title “Maple Story Adventure.” However, aggressive marketing activities such as participation in E3 (Note) and advance investments including recruitment activities for the purpose of strengthening service functions resulted in Segment loss of ¥274 million. v) Other In other segments, primarily due to the favorable performance of the existing game titles in European countries, Net sales and Segment income amounted to ¥2,071 million and ¥478 million, respectively. - 4 - (Note) E3 refers to the Electronic Entertainment Exposition which is a computer game-related exhibition held in the United States. The Company prepared consolidated financial statements pursuant to the provisions of the Article 444 of the Companies Act for the first time for the 10th fiscal year. Accordingly, the comparisons of consolidated results to the previous period in the statements were made against consolidated financial statements for the 9th fiscal year which were not audited by statutory auditors or independent auditors pursuant to the provisions of Paragraph 4 the above Article. 10th Fiscal Year Segment Ended December 31, 2011 (Current Consolidated Fiscal Year) Millions of yen Share Japan 13,012 14.9% Korea 63,173 72.1 China 3,146 3.6 North America 6,210 7.1 Other 2,071 2.3 Total 87,613 100.0 Capital expenditure Total capital expenditure of the Group during the current consolidated fiscal year amounted to ¥14,810 million. The major components of our capital expenditure include building construction cost of ¥11,617 million (Kangnam district: ¥10,599 million, Pangyo district: ¥1,018 million) and online game equipment of ¥1,502 million for a subsidiary NEXON Korea Corporation, and software for internal use (game related) of ¥1,171 million. In addition, a subsidiary GameHi Co., Ltd. disposed of its business equipment with a book value of ¥1,969 million during the current consolidated fiscal year. - 5 - Financing As of December 14, 2011, the Company listed in the First Section of the Tokyo Stock Exchange and raised ¥86,872 million by issuing 70,000 thousand shares through a public offering. Business transfers, absorption-type splits, or incorporation-type splits Not applicable. Businesses transferred from other companies Not applicable. Rights and obligations related to other companies assumed as a result of absorption-type mergers or splits NexToric Corporation, Symmetric Space Corporation and NCLIPSE Corporation, consolidated subsidiaries of the Company, executed an absorption-type merger with Nextoric Corporation as a surviving company effective as of December 27, 2011. Acquisition or disposition of shares, other equity interests or subscription rights to shares of other companies The Company acquired shares of Gamania Digital Entertainment Co., Ltd., on March 24, 2011 and designated the company as an affiliate accounted for using the equity method. The company acquired shares of Six Waves Inc. on July 29, 2011 and designated the company as an affiliate accounted for using the equity method. - 6 - (2) Assets and Profit/Loss for the most recent three fiscal years 10th Fiscal Year 7th Fiscal Year 8th Fiscal Year 9th Fiscal Year (Current (Ended (Ended (Ended consolidated Accounts December 31, December 31, December 31, fiscal year ) 2008) 2009) 2010) (Ended December 31, 2011) Net sales (Millions of yen) 40,219 51,572 69,781 87,613 Ordinary income (Millions of 12,019 22,351 28,479 36,905 yen) Net income (Millions of yen) 8,290 17,659 21,638 25,755 Net income per share (Yen) 2,349.44 5,004.15 6,131.79 71.65 Total assets (Millions of yen) 75,996 94,530 123,717 235,765 Net assets (Millions of yen) 27,059 45,895 66,904 177,886 Net assets per share (Yen) 7,618.19 12,937.33 17,714.50 408.28 (Notes)1.