TV Asahi : Notice of the 84th Ordinary General Meeting of Shareholders

Note: This document has been translated from 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 12, 2024 (Date of commencement of electronic provision measures: June 5, 2024)

To Shareholders with Voting Rights:

Hiroshi Hayakawa

Chairman

TV Asahi Holdings Corporation

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

NOTICE OF

THE 84TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

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

We hereby notify you of the 84th Ordinary General Meeting of Shareholders of TV Asahi Holdings Corporation (the "Company"). As stated in the Meeting Agenda below, we have seven proposals on the agenda, including four shareholder proposals.

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 84th Ordinary General Meeting of Shareholders."

• 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 General Meeting of Shareholders as listed below and exercise your voting rights by the end of business hours (i.e. 6:00 p.m.) on Wednesday, June 26, 2024.

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1. Date and Time: Thursday, June 27, 2024, at 10:00 a.m.

(Reception is scheduled to begin at 9:00 a.m.)

2. Place:	EX THEATER ROPPONGI
	1-2-9 Nishiazabu, Minato-ku, Tokyo

3. Meeting Agenda:

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

84th Fiscal Year (April 1, 2023-March 31, 2024) 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 84th Fiscal Year (April 1, 2023-March 31, 2024)

Proposals to be resolved:

Company Proposal

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)

Shareholder Proposal

Proposal 4: Partial Amendments to the Articles of Incorporation

Proposal 5: Partial Amendments to the Articles of Incorporation

Proposal 6: Partial Amendments to the Articles of Incorporation

Proposal 7: Nomination of an Outside Member of the Board

End

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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 for company proposals and disapproval for shareholder proposals.
• 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 Shareholders

Company Proposal (Proposals 1 to 3 are proposed by the Company.)

Proposal 1: Appropriation of Surplus

The Company regards the sharing of profits with shareholders 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 shareholders 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 shareholders and its total amount
      40 yen per share of the common stock of the Company
      (Ordinary dividend of 30 yen and commemorative dividend of 10 yen) Total amount: 4,230,265,160 yen
   3. Effective date of distribution of surplus June 28, 2024
3. Other matters regarding the appropriation of surplus Not applicable.

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Company Proposal (Proposals 1 to 3 are proposed by the Company.)

Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reason for the proposal

In the event the voting ratio of foreign nationals, etc. exceeds one-fifth of the total voting rights of shareholders, the Company, pursuant to the Broadcasting Act, has refused registration or recording on the shareholder registry and excluded the shares held by these foreign shareholders, etc. who have been denied registration from dividend eligibility. However, the Company has decided to make the shares held by the aforementioned foreign shareholders, etc. eligible for dividend payments, and therefore proposes to amend Article 33 of the current Articles of Incorporation.

2. Contents of the amendments

The contents of the amendments are as follows:

	(Underlines indicate amended sections)
Current Articles of Incorporation	Proposed amendments
Chapter 6 Accounts	Chapter 6 Accounts
(Record Date ofDividends of Surplus)	(Dividends of Surplus)
Article 33 The record date forthe year-end	Article 33 The year-end dividend of the
dividend of the Company shall be	Company may be paid to any of the
March 31 of each year.	persons listed in the following
	items:
	1. Shareholders or registered
	pledgees of shares listed or
	recorded on the final
	shareholders registry as of March
	31 of each year
	2. Shareholders as of March 31 of
	each year notified by book-entry
	transfer institutions pursuant to
	Article 151, Paragraph 1 of the
	Act on Book-Entry Transfer of
	Company Bonds, Shares, etc.
	who have not been entered or
	recorded in the list of
	shareholders pursuant to Article
	10, Paragraph 2 of the Articles of
	Incorporation with respect to all
	or part of the shares held by such
	shareholders, or persons who are
	indicated as pledgees of the
	shares held by such shareholders
	in the notice
2) The record date forthe interim	2) The interim dividend of the
dividend of the Company shall be	Company may be paid to any of the
September 30 of each year.	persons listed in the following
	items:
	1. Shareholders or registered
	pledgees of shares listed or
	recorded on the final
	shareholders registry as of
	September 30 of each year
	2. Shareholders as of September 30
	of each year notified by book-
	entry transfer institutions
	pursuant to Article 151,
	Paragraph 1 of the Act on Book-
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Current Articles of Incorporation	Proposed amendments
	Entry Transfer of Company
	Bonds, Shares, etc. who have not
	been entered or recorded in the
	list of shareholders pursuant to
	Article 10, Paragraph 2 of the
	Articles of Incorporation with
	respect to all or part of the shares
	held by such shareholders, or
	persons who are indicated as
	pledgees of the shares held by
	such shareholders in the notice
3) In addition to the preceding two	3) In addition to the preceding two
clauses, the Company may declare	clauses, the Company may declare
dividends of surplus based on any	dividends of surplus to any of the
other record date determined by the	persons listed in the following
Company.	itemsbased on any other record
	date determined by the Company:
	1. Shareholders or registered
	pledgees of shares listed or
	recorded on the final
	shareholders registry as of the
	record date
	2. Shareholders as of the record
	date notified by book-entry
	transfer institutions pursuant to
	Article 151, Paragraph 1 of the
	Act on Book-Entry Transfer of
	Company Bonds, Shares, etc.
	who have not been entered or
	recorded in the list of
	shareholders pursuant to Article
	10, Paragraph 2 of the Articles of
	Incorporation with respect to all
	or part of the shares held by such
	shareholders, or persons who are
	indicated as pledgees of the
	shares held by such shareholders
	in the notice
(Newly established)	(Supplementary provisions)
	The amendment to Article 33 of the Articles of
	Incorporation shall become effective as of
	September 1, 2024. This Supplementary
	Provision shall be deleted upon the effective
	date of the Article.

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Company Proposal (Proposals 1 to 3 are proposed by the Company.)

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 Shareholders. 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
			responsibilities	of Directors
							meetings
1	Reappointment				Hiroshi	Chairman	11 out of 11
			Hayakawa	meetings
						President
2	Reappointment				Hiroshi	/In charge of Human	11 out of 11
			Resources Division and
			Shinozuka	meetings
					SDGs Management
						Department
						Member of the Board
						/In charge of Network	11 out of 11
3	Reappointment				Toru Takeda	Strategy Department
			meetings
						and Compliance Audit
						Department
						Member of the Board
						/In charge of Corporate
						Strategy Division and	11 out of 11
4	Reappointment				Gengo Sunami	Finance Division, and
			meetings
						assistant in charge of
						SDGs Management
						Department
						Member of the Board
						/In charge of
						Administration	11 out of 11
5	Reappointment				Junji Itabashi	Division and assistant
			meetings
						in charge of SDGs
						Management
						Department
						Member of the Board	8 out of 8
6	Reappointment				Takashi Horie	/In charge of Public
			meetings
						Relations
7	Reappointment				Arata Nishi	Member of the Board	11 out of 11
			meetings
8	Reappointment		Outside		Noriyuki Tada	Member of the Board	8 out of 8
		meetings
9	Reappointment		Outside	Independent	Sanae Tanaka	Member of the Board	8 out of 8
	meetings
10	Reappointment		Outside		Shiro Nakamura	Member of the Board	10 out of 11
		meetings

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No.	Name			Number of
Past experience, positions, responsibilities and significant concurrent positions	shares of the
(Date of birth)
			Company held
		April 1967	Joined the Company
		June 1995	General Manager, Public Relations Division
		February 1996	General Manager, Programming Division
		March 1997	General Manager, News Division
		September 1998	Vice Director-General, News and Information Headquarters;
			General Manager, News Division (treated as a Corporate
			Director)
		June 1999	Member of the Board, Director-General, Programming and
			Entertainment Headquarters
		February 2000	Member of the Board, Director-General, Programming
			Headquarters
		June 2001	Executive Director, Director-General, Programming
			Headquarters
		March 2002	Executive Director, Director-General, Programming
			Headquarters; General Manager, Programming and
			Entertainment Division
		February 2003	Executive Director, General Manager, Programming and
			Entertainment Division
		June 2005	Senior Executive Director
		June 2007	Executive Vice President
	Hiroshi Hayakawa	June 2009	President
1	(January 1, 1944)	October 2013	Representative Director, TV Asahi Successor Preparatory	80,076
		Company (currently TV Asahi Corporation)
	Reappointment
	April 2014	President, TV Asahi Corporation
		June 2014	Chairman and CEO of the Company
			Chairman and CEO, TV Asahi Corporation
		June 2019	Chairman & CEO of the Company
			Chairman & CEO, TV Asahi Corporation
		February 2022	Chairman & CEO and President & COO, TV Asahi Corporation
		June 2022	Chairman of the Company (incumbent)
			Chairman, TV Asahi Corporation (incumbent)
		Significant concurrent positions
		Chairman, TV Asahi Corporation
		Member of the Board, TOEI COMPANY, LTD.
		Reason for election
		Mr. Hiroshi Hayakawa was selected as a candidate for Member of the Board
		because, in addition to his extensive experience mainly in programming and news,
		he has deep insight and sound judgment as an Operating Director regarding the
		television broadcasting business overall. Since assuming the position of President
		and Chairman, he has headed the Group with his strategies to enhance the Group's
		value, suggestions towards value creation, etc. The Company, therefore, believes
		that, in light of the current business environment, he will be able to demonstrate
		his ability of appropriate decision-making and supervision for the Company's
		operations.

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No.	Name			Number of
Past experience, positions, responsibilities and significant concurrent positions	shares of the
(Date of birth)
			Company held
		April 1986	Joined the Company
		June 2012	General Manager, News Division
		April 2014	General Manager, News Division, TV Asahi Corporation
		June 2014	Member of the Board of the Company
			Member of the Board, General Manager, News Division, TV
			Asahi Corporation
		November 2018	Member of the Board, TV Asahi Corporation
		June 2019	Executive Director, TV Asahi Corporation
		June 2022	President of the Company (incumbent)
			President, TV Asahi Corporation (incumbent)
	Hiroshi Shinozuka	Responsibility at the Company
	In charge of Human Resources Division and SDGs Management Department
	(June 15, 1962)
2	Significant concurrent positions	31,815
	Reappointment	President, TV Asahi Corporation
	Board Director, The Asahi Shimbun Company
		Director, Asahi Broadcasting Group Holdings Corporation
		Director, Video Research Ltd.
		Reason for election
		Mr. Hiroshi Shinozuka was selected as a candidate for Member of the Board
		because, in addition to his extensive experience mainly in news and businesses
		related to the Internet, he has shown deep insight and sound judgment regarding
		the television broadcasting business overall as President of the Company and
		President of TV Asahi Corporation. The Company, therefore, believes that he will
		be able to demonstrate his ability of appropriate decision-making and supervision
		for the Company's operations.
		April 1974	Joined the Company
		February 2003	General Manager, Human Resources Division
		June 2004	Member of the Board, General Manager, Human Resources
			Division
		June 2007	Member of the Board of the Company
		June 2009	Executive Director, Director-General, Production Headquarters,
			TV Asahi Productions Co., Ltd.
		June 2011	President, TV Asahi Corporation
		June 2014	Executive Director of the Company
			Executive Director, TV Asahi Corporation
		June 2016	Senior Executive Director of the Company
	Toru Takeda		Senior Executive Director, TV Asahi Corporation
	June 2019	Member of the Board of the Company (incumbent)
	(November 29, 1950)
3		Vice Chairman, TV Asahi Corporation (incumbent)	53,444
	Reappointment	Responsibility at the Company
	In charge of Network Strategy Department and Compliance Audit Department
		Significant concurrent positions
		Vice Chairman, TV Asahi Corporation
		Reason for election
		Mr. Toru Takeda was selected as a candidate for Member of the Board because, in
		addition to his extensive experience mainly in marketing sales, networks,
		personnel affairs, and business development, he has deep insight and sound
		judgment as an Operating Director regarding the television broadcasting business
		overall and made many accomplishments including serving as President of a
		Group company. The Company, therefore, believes that he will be able to
		demonstrate his ability of appropriate decision-making and supervision for the
		Company's operations.

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No.	Name			Number of
Past experience, positions, responsibilities and significant concurrent positions	shares of the
(Date of birth)
			Company held
		April 1979	Joined the Company
		June 2008	General Manager, Administration Division
		June 2010	Member of the Board, General Manager, Administration Division
			of the Company
		June 2012	Member of the Board of the Company
		April 2014	Member of the Board, TV Asahi Corporation
		June 2014	Executive Director, TV Asahi Corporation
		June 2016	President, TV Asahi Corporation
		June 2019	President, Asahi Satellite Broadcasting Limited
			Executive Vice President of the Company
			Member of the Board, TV Asahi Corporation
		June 2022	Member of the Board & Corporate Advisor, Asahi Satellite
			Broadcasting Limited (incumbent)
			Member of the Board of the Company (incumbent)
	Gengo Sunami		Executive Vice President, TV Asahi Corporation (incumbent)
4	(October 20, 1956)	Responsibility at the Company	55,741
	In charge of Corporate Strategy Division and Finance Division and assistant in
	Reappointment	charge of SDGs Management Department
		Significant concurrent positions
		Executive Vice President, TV Asahi Corporation
		Member of the Board & Corporate Advisor, Asahi Satellite Broadcasting Limited
		Managing Director, TOEI ANIMATION CO., LTD.
		Director, KOTOBUKIYA CO., LTD.
		Reason for election
		Mr. Gengo Sunami was selected as a candidate for Member of the Board because,
		in addition to his extensive experience mainly in the content business, general
		administration, finance, and management strategy, and accomplishments including
		serving as President of Asahi Satellite Broadcasting Limited, a major business
		subsidiary, he has acquired deep insight and sound judgment as an Operating
		Director regarding the television broadcasting business overall. The Company,
		therefore, believes that he will be able to demonstrate his ability of appropriate
		decision-making and supervision for the Company's operations.
		April 1987	Joined the Company
		July 2016	General Manager, Administration Division
			General Manager, Administration Division, TV Asahi
			Corporation
		June 2019	Member of the Board, General Manager, Administration Division
			of the Company
			Member of the Board, General Manager, Administration
			Division, TV Asahi Corporation
		July 2021	Member of the Board, TV Asahi Corporation
	Junji Itabashi	June 2022	Member of the Board of the Company (incumbent)
		Executive Director, TV Asahi Corporation (incumbent)
5	(March 26, 1964)	Responsibility at the Company	16,786
	Reappointment	In charge of Administration Division and assistant in charge of SDGs Management
	Department
		Significant concurrent positions
		Executive Director, TV Asahi Corporation
		Reason for election
		Mr. Junji Itabashi was selected as a candidate for Member of the Board because,
		in addition to his extensive experience mainly in programming, marketing sales,
		and general administration, he has deep insight and sound judgment as an
		Operating Director regarding the television broadcasting business overall. The
		Company, therefore, believes that he will be able to demonstrate his ability of
		appropriate decision-making and supervision for the Company's operations.

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No.	Name			Number of
Past experience, positions, responsibilities and significant concurrent positions	shares of the
(Date of birth)
			Company held
		April 1987	Joined The Asahi Shimbun Company
		June 2021	Board Director, Chief Strategy Officer, Corporate Group &
			Broadcasting Network Manager, Corporate Planning, Media
			Strategic Planning, Publishing Business, The Asahi Shimbun
			Company
		April 2022	Managing Director, Chief Strategy Officer, Corporate Group &
			Broadcasting Network Manager, The Asahi Shimbun Company
		April 2023	Managing Director, Chief Strategy Officer, The Asahi Shimbun
			Company
	Takashi Horie	June 2023	Member of the Board of the Company (incumbent)
6	(July 25, 1964)		Executive Director, TV Asahi Corporation (incumbent)	2,380
	Responsibility at the Company
	Reappointment
	In charge of Public Relations
		Significant concurrent positions
		Executive Director, TV Asahi Corporation
		Reason for election
		Mr. Takashi Horie was selected as a candidate for Member of the Board because
		he has extensive experience at a newspaper company. The Company, therefore,
		believes that, in light of the Company's current situation around which various
		media are making multi-faceted development, he will be able to demonstrate his
		ability of appropriate decision-making and supervision for the Company's
		operations, including public relations, which he is responsible for.
		April 1989	Joined SENKOSHA Co., Ltd.
		October 1997	Joined the Company
		July 2014	General Manager, Programming Division, TV Asahi Corporation
		June 2019	Member of the Board of the Company
			Member of the Board, General Manager, Programming Division,
			TV Asahi Corporation
		July 2020	Member of the Board, General Manager, Content Programming
			Division, TV Asahi Corporation
	Arata Nishi	June 2022	Member of the Board of the Company (incumbent)
		Executive Director, General Manager, Content Programming
	(August 2, 1965)
7	July 2023	Division, TV Asahi Corporation	15,886
	Reappointment	Executive Director, TV Asahi Corporation (incumbent)
	Significant concurrent positions
		Executive Director, TV Asahi Corporation
		Reason for election
		Mr. Arata Nishi was selected as a candidate for Member of the Board because, in
		addition to his extensive experience mainly in programming and sports, he has
		deep insight and sound judgment as an Operating Director regarding the television
		broadcasting business overall. The Company, therefore, believes that he will be
		able to demonstrate his ability of appropriate decision-making and supervision for
		the Company's operations.

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