TV TOKYO : NOTICE OF CONVOCATION FOR THE 13TH ANNUAL GENERAL MEETING OF SHAREHOLDERS244KB

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.

Securities code: 9413 May 30, 2023 (Commencement date of measures

for electronic provision: May 25, 2023)

To Shareholders:

Ichiro Ishikawa

CEO President

TV TOKYO Holdings Corporation

3-2-1 Roppongi, Minato-ku, Tokyo,

Japan

NOTICE OF CONVOCATION FOR

THE 13TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders,

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

We hereby inform you that the 13th Annual General Meeting of Shareholders of TV TOKYO Holdings Corporation (the "Company") will be held as described below.

In convening this Annual General Meeting of Shareholders, the Company has adopted measures for electronic provision, and has posted this Notice of Convocation for the 13th Annual General Meeting of Shareholders as the matters subject to measures for electronic provision on the following website.

The Company's website: https://www.txhd.co.jp/en/ir/stock/info/meeting/

In addition to the above-stated website, matters subject to measures for electronic provision are also posted on the Tokyo Stock Exchange (TSE) website. Please access the following TSE website (TSE Listed Company Search), enter our company name or securities code to perform the search, and select "Basic information," then "Documents for public inspection/PR information" to view the details.

TSE Website (TSE Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

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Proposal 8:

Proposal 9:

Proposal 10:

If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders below before exercising your voting rights.

1. Date and Time: 10 a.m. (Japan time) on Thursday, June 15, 2023 (The reception desk will open at 9 a.m.)

2. Venue:	Tokyo Dome City Hall
	1-3-61 Koraku, Bunkyo-ku, Tokyo, Japan
	(Please see the map at the end of this document.)

3. Meeting Agenda:

Matters to be reported:1. The Business Report and Consolidated Financial Statements for the

Company's 13th Fiscal Year (from April 1, 2022 to March 31, 2023) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 13th Fiscal Year (from April 1, 2022 to March 31, 2023)

Proposals

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Twelve (12) Directors

Proposal 3: Election of One (1) Audit & Supervisory Board Member

Proposal 4: Payment of Bonuses for Directors

Proposal 5: Revision of Remuneration for Directors

Proposal 6: Determination of Remuneration for Granting Restricted Stock to Directors (Excluding Outside Directors)

Proposals

Proposal 7: Partial Amendment to the Articles of Incorporation (Disclosure of Joint Venture Management Agreement with Nikkei Inc.)

Partial Amendment to the Articles of Incorporation (Disclosure of Capital Cost, etc.)

Partial Amendment to the Articles of Incorporation (Disclosure of Status of the Meetings Held and the Content of Deliberations of the Nomination Advisory Committee and the Remuneration Advisory Committee)

Partial Amendment to the Articles of Incorporation (Individual Disclosure of Directors' Remuneration)

Proposal 11: Appropriation of Surplus

The contents of proposals are described in the "Reference Documents for the General Meeting of Shareholders" as described herein below. However, the Board of Directors opposes Proposals 7 to 11 submitted by the shareholders.

4. Exercise of Voting Rights

1. If you exercise your voting rights both in writing and via the Internet, the exercise of voting rights via the Internet will be regarded as valid.
2. If you exercise your voting rights multiple times via the Internet, the final exercise of voting rights will be regarded as valid.
3. Among the matters subject to measures for electronic provision, "System for Ensuring Proper Business Activities and Its Operating Status," "Notes to Consolidated Financial Statements," and "Notes to Non-consolidated Financial Statements" have not been included in the documents to be delivered to shareholders who have requested the delivery of documents in accordance with the provisions of laws and regulations and Article 18 of the Articles of Incorporation. Documents to be delivered to shareholders who have requested the delivery of documents are therefore a part of the documents audited by the Audit & Supervisory Board Members and Accounting Auditor for creating audit reports.
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Reference Documents for the General Meeting of Shareholders

Proposals and References

Company Proposal

Proposal 1: Appropriation of Surplus

The Company regards the distribution of profits to shareholders as an important management topic. While we recognize our strong public nature under the certified broadcasting holding company system, we aim to strike a balance between the pursuit of growth of the Group and maximization of corporate value as well as the internal reserves necessary to support the long-term foundation of our businesses, and with an emphasis on the continuance of stable dividend, we also endeavor to return our profits in accordance with our performance, which we regard as our basic policy on dividend. In specific, in addition to stable dividend with a lower limit of ¥20 per share, we have aimed for a dividend payout ratio of 30% on a consolidated basis in FY2022 as dividend that fluctuates with our performance.

On the basis of the above basic policy, in light of the record-high net income attributable to owners of the parent, and from the viewpoint of sharing the fruit of our growth with various stakeholders, we would like to increase the year-end ordinary dividend for the current fiscal year by ¥10 from the forecast at the beginning of the fiscal year, and to add a commemorative dividend of ¥10, in celebration of the 60th anniversary of the establishment of TV TOKYO Corporation in 2024, as follows:

1. Type of dividend property Cash
2. Matters regarding the allocation of dividend property and the total amount thereof

Per share of the Company's common stock: ¥65	Total: ¥ 1,773,637,450
(including commemorative dividend of ¥10)

*As a result, the annual dividend per share including the interim dividend will be ¥80.

1. Effective date of distribution of surplus Friday, June 16, 2023

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Company Proposal

Proposal 2: Election of Twelve (12) Directors

The term of office of all of the twelve (12) Directors incumbent will expire at the close of this General Meeting of Shareholders. Therefore, the Company proposes to elect twelve (12) Directors.

The submission of this proposal has been consulted upon by the Nomination Advisory Committee. The candidates for Directors are as follows:

			Current position at the	Term of	Attendance
No.	Name	at the Board			Advisory
Company	office	of Directors			Committee
					meetings
1	Ichiro Ishikawa	[Reappointment]	CEO President	7 years	13/13			Nomination
	Remuneration
2	Suguru Niinomi	[Reappointment]	Senior Managing Director	4 years	13/13
3	Yukio Kawasaki	[Reappointment]	Senior Managing Director	3 years	13/13
4	Nobuyuki Sasaki	[New appointment]	Senior Executive Officer	-	-
5	Hiroshi Yoshitsugu	[Reappointment]	Managing Director	1 year	13/13
6	Takashi Nagata	[New appointment]	Managing Executive	-	-
			Officer
7	Takeshi Kozawa	[New appointment]	Managing Executive	-	-
Officer
		[Reappointment]	Director
8	Hiromichi Iwasa	[Outside]	8 years	13/13
[Independent	(Outside Director)		Remuneration
		Executive]
9	Naotoshi Okada	[Reappointment]	Director	4 years	12/13
[Outside]	(Outside Director)
		[Reappointment]	Director
10	Hajime Sawabe	[Outside]	2 year	13/13
[Independent	(Outside Director)			Nomination
		Executive]
		[Reappointment]	Director
11	Masayuki Oku	[Outside]	2 year	13/13
[Independent	(Outside Director)		Remuneration
		Executive]
		[New appointment]
12	Kaori Sasaki	[Outside]	-	-	-
[Independent
		Executive]

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	Name		Career summary, positions, responsibilities,	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held
		April 1980	Joined Nikkei Inc.
		March 2011	Executive Officer and General Manager, General
			Affairs Division, Nikkei Inc.
		March 2012	Managing Director, Nikkei Inc.
		March 2015	Senior Managing Director, Nikkei Inc.
		June 2016	Senior Managing Director, the Company
		June 2016	CEO President, BS Japan Corporation (current BS
			TV TOKYO Corporation)
	Ichiro Ishikawa	June 2016	Director, TV TOKYO Corporation
	June 2017	Senior Managing Director; in charge of 4K Business,
	(September 8, 1957)	14,589
		the Company
	[Reappointment]	June 2018	Senior Managing Director, TV TOKYO Corporation
1		June 2019	Senior Managing Director; General Administration
		& Human Resources, Operational Reforms,
			Corporate Strategy Manager, the Company
		June 2020	CEO President, the Company (current)
		June 2020	CEO President, TV TOKYO Corporation (current)
		March 2021	Director, Nikkei Inc. (current)
		[Significant concurrent positions]
		CEO President, TV TOKYO Corporation
		Director, Nikkei Inc.
	[Reason for nomination as candidate for Director]
	Mr. Ichiro Ishikawa possesses the above experience and has developed company business by directing the
	Group's management. He also concurrently serves as Director at Nikkei Inc. and commits himself to cooperative
	development between Nikkei Inc. and the Group. The Board of Directors believes that his wealth of business
	experience and expertise will contribute to enhancing the Group's corporate value, and nominates him as a
	candidate for Director.

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