TV Asahi : Notice of the 83rd Ordinary General Meeting of Stockholders

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.

(Stock Exchange Code 9409) June 14, 2023 (Date of commencement of electronic provision measures: June 7, 2023)

To Stockholders with Voting Rights:

Hiroshi Hayakawa

Chairman

TV Asahi Holdings Corporation

9-1 Roppongi 6-chome,Minato-ku, Tokyo

NOTICE OF

THE 83RD ORDINARY GENERAL MEETING OF STOCKHOLDERS

Dear Stockholders:

We would like to express our appreciation for your continued support and patronage.

We hereby notify you of the 83rd Ordinary General Meeting of Stockholders of TV Asahi Holdings Corporation (the "Company"). The Meeting will be held for the purposes as described below.

When convening this general meeting of shareholders, the Company has taken measures for providing information in electronic format (the "electronic provision measures") and has posted matters subject to the electronic provision measures on the following Company's website as "Notice of the 83rd Ordinary General Meeting of Stockholders."

• The Company website: https://www.tv-asahihd.co.jp/soukai/

In addition to the above, the information is also posted on the following website.

• The Tokyo Stock Exchange website https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

To view this information, please access the above website (Listed Company Search), enter the company's name or stock exchange code, and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information."

• "Net de Shoshu (online convocation)" service: https://s.srdb.jp/9409/(Japanese only)

You may exercise your voting rights in advance by either returning the enclosed Voting Rights Exercise Form indicating your approval or disapproval, or exercising your voting rights via the Internet by accessing the website for exercising voting rights designated by the Company indicated on the Voting Rights Exercise Form, so you are kindly invited to review the Reference Documents for the Ordinary Meeting of Stockholders as listed below and exercise your voting rights by the end of business hours (i.e. 6:00 p.m.) on Wednesday, June 28, 2023.

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1. Date and Time: Thursday, June 29, 2023, at 10:00 a.m. Japan time (Reception is scheduled to begin at 9:00 a.m.)

2. Place:	EX THEATER ROPPONGI
	1-2-9 Nishiazabu, Minato-ku, Tokyo
	The venue of the meeting is different from last year.

3. Meeting Agenda:

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

83rd Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the Independent Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements

2. Non-Consolidated Financial Statements for the Company's 83rd Fiscal Year (April 1, 2022 - March 31, 2023)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation

Proposal 3: Election of Ten (10) Members of the Board (Excluding Members of the Board who are Members of the Audit and Supervisory Committee)

Proposal 4: Election of Five (5) Members of the Board who are Members of the Audit and Supervisory Committee

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• When attending the Meeting, please present the enclosed Voting Rights Exercise Form at the reception desk.
• If you exercise your voting rights both via the Internet and in writing, the vote exercised via the Internet shall be treated as valid. If you exercise your voting rights more than once via the Internet, the last exercise of your voting rights shall be deemed valid.
• If you do not indicate your approval or disapproval of any of the proposals on the enclosed Voting Rights Exercise Form, we will treat it as approval.
• If any amendments are made to matters subject to the electronic provision measures, such amendments will be posted together with the original and revised versions in Japanese only on the respective websites where the matters are posted.

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Reference Documents

for the Ordinary General Meeting of Stockholders

Proposal 1: Appropriation of Surplus

The Company regards the sharing of profits with stockholders as an important policy. The Company's basic dividend policy is to maintain stable distribution of ordinary dividends aimed at sustainable growth while also maintaining the balance with securing the retained earnings needed to strengthen the corporate foundations essential to a certified broadcasting holding company that wholly owns terrestrial, BS, and CS broadcast operators over the long term. In addition to ordinary dividend distributions, the Company also regards it as a basic policy to reward stockholders through the distribution of commemorative dividends to mark key events, and special dividends determined with consideration of financial results and other factors in each fiscal period.

In accordance with this basic policy, we propose that the year-end dividend be as follows:

1. Matters regarding the year-end dividend
2. 1. Type of property for dividend: Cash
   2. Matters regarding the appropriation of property for dividend to stockholders and its total amount
      30 yen per share of the common stock of the Company (Ordinary dividend of 20 yen and special dividend of 10 yen) Total amount: 3,172,287,870 yen
   3. Effective date of distribution of surplus June 30, 2023
3. Other matters regarding the appropriation of surplus Not applicable.

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reason for the amendments

The Company proposes to add a business purpose to Article 2 (Purpose) of the current Articles of Incorporation in anticipation of the implementation and expansion of businesses related to the SDGs engaged by the Company and its subsidiaries.

2. Contents of the amendments
	The contents of the amendments are as follows:
		(Underlines indicate amended sections)
	Current Articles of Incorporation	Proposed amendments
	CHAPTER I. GENERAL PROVISIONS	CHAPTER I. GENERAL PROVISIONS
	(Purpose)	(Purpose)
	Article 2 The purpose of the Company shall	Article 2 (Unchanged)
	be to hold shares or equity interest,
	etc. of companies (including foreign
	companies), partnerships (including
	the equivalent of partnerships in
	foreign countries), and other
	business entities engaging in the
	following businesses, and thereby to
	control and administrate the
	business activities of those
	companies, etc. as a certified
	broadcasting holding company:
	(Omitted)		(Unchanged)
	7. Leasing of real estate, facilities	7.	Sales andleasing of real estate,
	and equipment		facilities,equipment, and
			vehicles
	(Omitted)		(Unchanged)
	(Newly established)	30.	Production, sales, exhibition,
			and rental of works made by
			using, or processed from, used
			materials
	30. Any and all businesses	31.	Any and all businesses
	incidental or related to any of		incidental or related to any of
	the business specified under the		the business specified under the
	foregoing items.		foregoing items.

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Proposal 3: Election of Ten (10) Members of the Board (Excluding Members of the Board who are Members of the Audit and Supervisory Committee)

The terms of office of all incumbent Members of the Board (excluding Members of the Board who are Members of the Audit and Supervisory Committee) will expire at the conclusion of this Ordinary General Meeting of Stockholders. Accordingly, the election of ten (10) Members of the Board (excluding Members of the Board who are Members of the Audit and Supervisory Committee) is proposed.

The candidates are as follows:

						Attendance
		No.		Name	Current positions and	at the
			Board of
			responsibilities
					Directors
						meetings
					Chairman	11 out of
1	Reappointment			Hiroshi Hayakawa	/In charge of SDGs
		11
		Management
					meetings
					Department
					President	11 out of
2	Reappointment			Hiroshi Shinozuka	/In charge of Human	11
					Resources Division	meetings
					Member of the Board
3	Reappointment			Toru Takeda	/In charge of Network	11 out of
		Strategy Department	11
					and Compliance Audit	meetings
					Department
					Member of the Board
					/In charge of
4	Reappointment			Gengo Sunami	Corporate Strategy	11 out of
		Division and assistant	11
					in charge of SDGs	meetings
					Management
					Department
					Member of the Board
					/In charge of
5	Reappointment			Junji Itabashi	Administration	8 out of 8
		Division and assistant
		meetings
					in charge of SDGs
					Management
					Department
					Member of the Board	8 out of 8
6	Reappointment			Arata Nishi	/In charge of Public
		meetings
					Relations
						10 out of
7	Reappointment	Outside		Shiro Nakamura	Member of the Board	11
						meetings
8	New			Takashi Horie	―	―
appointment
9	New	Outside		Noriyuki Tada	―	―
appointment
10	New	Outside	Independent	Sanae Tanaka	―	―
appointment

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