Asahi Broadcasting : Notice of Convocation Annual General Meeting 2024

This document is a translation of the Japanese language original prepared solely for convenience of reference (certain portions of the Japanese language original applicable to voting procedures in Japan that are not applicable to shareholders outside Japan have been omitted). In the event of any discrepancy between this translated document and the Japanese language original, the Japanese language original shall prevail. Please note that certain portions of this document may not be applicable to shareholders outside Japan.

Notice of the 97th Ordinary General

Meeting of Shareholders

Date and Time

Wednesday, June 26, 2024, 10:00 a.m. (The reception desk will open at 9:00 a.m.)

Place

ABC Hall, Asahi Broadcasting Group

Holdings Corporation

1-1-30 Fukushima, Fukushima-ku, Osaka

Matters to be resolved

Proposal 1

Appropriation of surplus

Proposal 2

Election of nine (9) Directors (excluding Directors who are Audit and Supervisory Committee Members)

Proposal 3

Election of four (4) Directors who are Audit and Supervisory Committee Members

Voting Due

Tuesday, June 25, 2024, 6:00 p.m. (JST)

Asahi Broadcasting Group Holdings Corporation

Securities code: 9405

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To Our Shareholders

Thank you for your continued support of the ABC Group.

I would like to express my deepest sympathies to everyone affected by the Noto Peninsula Earthquake that took place in January of this year, and I pray for the earliest possible recovery of the affected areas.

Please find enclosed the Notice of the 97th Ordinary General Meeting of Shareholders of the Company.

Looking back on the fiscal year ended March 31, 2024, Japanese companies performed well due to the weaker yen and higher material costs being passed on to prices, despite increasing division in the world. While the spread of generative AI is having a major impact on people's lives and corporate activities, there have also been signs that it may generate and spread false information, which has made us all the more aware of our role in disseminating accurate and reliable information.

Against this backdrop, the Company worked on its first prime time in-house nationwide network drama series in 28 years. Moreover, in order to further strengthen our content business, we reorganized Group companies and expanded functions in the fields of animation and live-action content. These efforts are the foundation for our future growth. As a result of these initiatives, the Group's business performance continued to increase in revenues, but profits decreased significantly due to the burden of prior investment costs in the content field, delays in planned businesses, and poor performance. Unfortunately, profit attributable to owners of parent was

negative due to impairment loss, etc., caused by reviewing the business plans of Group companies. The business environment surrounding the Company is changing rapidly, and it will continue to be difficult to navigate, but we will make the most of our resources and work together as a Group to restore profitability in order to take the next step forward.

There are only two years left in our current medium-term management strategy NEW HOPE.

We will continue to further improve corporate value by bringing together the power of our human resources, who have created accurate information and unique content, and delivered it to consumers, for over 70 years since our founding.

I ask you to continue your steadfast support for the Company going forward.

Susumu Okinaka

Representative Director and President

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June 7, 2024 (Commencement date of electronic provision: May 29, 2024)

Securities code: 9405

Susumu Okinaka

Representative Director and President

Asahi Broadcasting Group Holdings Corporation

1-1-30 Fukushima, Fukushima-ku, Osaka

Notice of the 97th Ordinary General Meeting of Shareholders

To Our Shareholders

Thank you for your support for Asahi Broadcasting Group Holdings Corporation.

You are cordially invited to attend the Company's 97th Ordinary General Meeting of Shareholders. The meeting will be held as described below.

When convening this General Meeting of Shareholders, the Company takes measures for providing information in electronic format (in Japanese), and posts matters for which measures for providing information in electronic format are to be taken as "Notice of the 97th Ordinary General Meeting of Shareholders" on the website below.

The Company's website:

https://corp.asahi.co.jp/ja/ir/meeting.html

In addition to above, the Company also posts this information on the website below.

Tokyo Stock Exchange, Inc. (TSE) website:

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

When using the TSE website, please input the issue name (company name) or securities code, and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information."

Note: The "QR code" is a registered trademark of DENSO WAVE INCORPORATED.

If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the internet, etc. Please review the Reference materials for the Ordinary General Meeting of Shareholders, and exercise your voting rights as described in the announcement on the exercise of voting rights.

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1.	Date and Time	Wednesday, June 26, 2024, 10:00 a.m.
		(The reception desk will open at 9:00 a.m.)
2.	Place:	ABC Hall, Asahi Broadcasting Group Holdings Corporation
		1-1-30 Fukushima, Fukushima-ku, Osaka

3. Purpose of the Meeting:

Matters to be reported:

1. Report on the Business Report, Consolidated Financial Statements and audit results of the Consolidated Financial Statements by the independent auditor and Audit and Supervisory Committee for the 97th fiscal year (from April 1, 2023 to March 31, 2024)
2. Report on the Non-consolidated Financial Statements for the 97th fiscal year (from April 1,

2023 to March 31, 2024)

Matters to be resolved:

Proposal 1: Appropriation of surplus

Proposal 2: Election of nine (9) Directors (excluding Directors who are Audit and Supervisory Committee Members)

Proposal 3: Election of four (4) Directors who are Audit and Supervisory Committee Members

• The paper copy sent to shareholders who have requested it does not contain the following matters, pursuant to laws and regulations as well as the provisions of Article 17 of the Company's Articles of Incorporation. Therefore, the said paper copy is part of the documents audited by the Audit and Supervisory Committee and the independent auditor in the preparation of the audit report.
  System to Ensure the Appropriateness of Business Activities and the Status of Operation Thereof, Consolidated Statement of Changes in Equity, Notes to the Consolidated Financial Statements, Non- consolidated Statement of Changes in Equity, and Notes to the Non-consolidated Financial Statements
• Should revisions be made to any of the matters subject to the measures for electronic provision, such changes will be posted on each of the websites on which those matters are posted.

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Reference materials

Proposal 1Appropriation of surplus

Matters related to dividends of surplus (year-end dividend for the 97th fiscal year)

Returning appropriate levels of profits to all shareholders is one of the most important management issues for the Company. With respect to the distribution of profits, given the Company's responsibility as a certified broadcasting holding company, it will take into comprehensive account factors such as operating results, the dividend payout ratio, and an appropriate level of internal reserves, while also constantly being aware of the balance between strengthening and maintaining the Company's financial position and making investments for supporting increases in corporate value and growth strategies.

In accordance with this policy, the Company plans to flexibly make decisions for continuous and stable dividend payment, targeting a dividend payout ratio of 30% for profit after deducting the amount equivalent to the effective statutory tax rate from consolidated operating income, which indicates profit from the core business of the Group (deemed net profit). Moreover, the Company has set an annual dividend of 12.00 yen per share as the lower limit except in times of a significant decline in business performance due to a rapidly deteriorating business environment.

Based on the above policy and taking into account operating results, the Company proposes to pay a year-end dividend as follows.

Including the interim dividend of 6.00 yen per share that has already been paid, dividends per share for the 97th fiscal year will total 12.00 yen.

1. Type of dividend assets Cash
2. Allocation of dividend assets to shareholders and total amount of allocation

6.00 yen per share of common stock of the Company

Total amount

250,646,874 yen

1. Effective date for dividends of surplus (start date for payment of year-end dividends for the 97th fiscal year)
   June 27, 2024

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Reference materials

Proposal 2Election of nine (9) Directors (excluding Directors who are Audit and Supervisory Committee Members)

Upon the close of this Ordinary General Meeting of Shareholders, the terms of office of all Directors (excluding Directors who are Audit and Supervisory Committee Members) will expire. Therefore, we propose the election of nine (9) Directors (excluding Directors who are Audit and Supervisory Committee Members).

The nominees for Directors (excluding Directors who are Audit and Supervisory Committee Members) are as follows:

Re-

nomination

1. Susumu Okinaka

(December 17, 1955)

• Career summary, status and duties at the Company:
  April 1978 Joined the Company
  April 2005 General Manager, Financial Affairs Div.

June 2011	Director
	Commissioned General Manager of Management Strategy Office
April 2014	Executive Managing Director
June 2017	Executive Managing Director, General Business, Overseas Business, and
	Revitalization of ABC River Deck
	Management Strategy, and Related Business support
April 2018	Representative Director and President, Overall Management, Management
	Strategy, Business Development, and Internal Auditing
	Non-Executive Director of Asahi Television Broadcasting Corporation
	(current)
April 2019	Representative Director and President, Overall Management, and Internal
	Auditing of the Company
April 2021	Representative Director and President, Overall Management, Internal
	Auditing, and Business Development of the Company
April 2022	Representative Director and President, Overall Management, and Internal
	Auditing
April 2024	Representative Director and President, Overall Management, Investor
	Relations, and Internal Auditing (current)

Number of the Company shares

owned: 116,377 shares Term of office at the conclusion

of this GSM: 13 years Attendance to the meeting of the Board of Directors: 10/10 (100%)

• Reason for appointment as a nominee for Director:

Mr. Susumu Okinaka has extensive experience in the Company's TV Production Division and Financial Affairs Division and a proven track record as an Executive Director of the Company. Based on this background, his high ethical standards, practical insight and capacity for considered judgment, the Company believes he is capable of sound and appropriate decision-making, management and business execution with respect to the Company's core broadcasting operations. The Company therefore recommends him as a nominee for the post of Director.

• Relationship between nominee for Director and the Company: The Company has no interest in or relationship with this nominee.

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Reference materials

Re-

nomination

2. Shinya Yamamoto

(November 30, 1956)

• Career summary, status and duties at the Company:
  April 1979 Joined the Company
  April 2006 General Manager, Programming Div.
  April 2010 General Manager, General Business Div.

June 2011	Director
	Commissioned General Manager of General Business Div.
April 2014	Executive Managing Director
June 2017	Executive Managing Director, Accounting, Management Strategy, and
	Related Business
April 2018	Representative Director and Vice President, Accounting, Management
	Strategy support (TV Business)
	Representative Director and President of Asahi Television Broadcasting
	Corporation (current)
June 2018	Representative Director and Vice President, Management Strategy support
	(TV Business) of the Company
April 2019	Representative Director and Vice President, TV Broadcasting Business of
	the Company
April 2020	Representative Director and Vice President, Broadcasting Business and
	Content Business
June 2020	Member of the Board of TV Asahi Corporation (current)
April 2021	Representative Director and Vice President, Chief Broadcasting Officer of
	the Company
April 2022	Representative Director and Vice President, Overall Management support,
	Chief Broadcasting Officer
April 2024	Representative Director and Vice President, Overall Management support
	of the Company (current)
	Representative Director and Chairman of Asahi Television Broadcasting
	Corporation (current)

Number of the Company shares

owned: 92,821 shares Term of office at the conclusion

of this GSM: 13 years Attendance to the meeting of the Board of Directors: 10/10 (100%)

• Other material positions held:

Member of the Board of TV Asahi Corporation

• Reason for appointment as a nominee for Director:

Mr. Shinya Yamamoto has extensive experience in the Company's TV Sales Division and Programming Division, and a proven track record as an Executive Director of the Company. Based on this background, his high ethical standards, practical insight and capacity for considered judgment, the Company believes he is capable of sound and appropriate decision-making, management and business execution with respect to the Company's core broadcasting operations. The Company therefore recommends him as a nominee for the post of Director.

• Relationship between nominee for Director and the Company: The Company has no interest in or relationship with this nominee.

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Reference materials

Re-

nomination

3. Hironobu Nakamura

(February 21, 1963)

• Career summary, status and duties at the Company:
  April 1985 Joined The Asahi Shimbun Company
  April 2013 Deputy Managing Editor, Osaka Head Office
  April 2014 Personnel Manager, Administration Division

June 2017 Board Director /Administration /Personnel/ Work-Life Balance/ Chief Compliance Officer /Director of Administration Division

June 2019 Board Director /Administration /Personnel /Human Resource Strategy /Work-Style Reform /Chief Compliance Officer /Director of Administration Division

June 2020 Director (Audit and Supervisory Committee Member) of the Company Audit and Supervisory Board Member of Asahi Television Broadcasting Corporation

April 2023 Executive Officer, Legal and Compliance, Accounting, and Internal Auditing support of the Company

Director of Asahi Television Broadcasting Corporation (current)

June 2023 Director, Legal and Compliance, Accounting, and Internal Auditing support of the Company

April 2024 Director, General Affairs, Compliance, Tokyo Branch Office, and Internal Auditing support (current)

Number of the Company shares

owned:3,053 shares Term of office at the conclusion

of this GSM:1 year Attendance to the meeting of the Board of Directors: 7/7 (100%)

• Reason for appointment as a nominee for Director:

Mr. Hironobu Nakamura has experience as a business executive of a media organization, same as the Company's subsidiary, and a detailed understanding of the media sector. In addition, he has a proven track record as an Audit and Supervisory Committee Member of the Company. Based on this background, his high ethical standards, practical insight and capacity for considered judgment, the Company believes he is capable of sound and appropriate decision-making, management and business execution with respect to the Company's operations. The Company therefore recommends him as a nominee for the post of Director.

• Relationship between nominee for Director and the Company: The Company has no interest in or relationship with this nominee.

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Reference materials

New

nomination

4. Toshiaki Imamura

(July 17, 1962)

• Career summary, status and duties at the Company:
  April 1985 Joined the Company

April 2010	Deputy General Manager, Programming Division, Programming
	Headquarters
Feb. 2012	General Manager, TV Production Division
Jan. 2016	Equivalent to General Manager, Personnel Affairs Division
	Seconded to ABC Libra Co., Ltd.
April 2018	Officer Status of Asahi Television Broadcasting Corporation
	Seconded as Representative Director and President of ABC Libra Co., Ltd.
April 2019	Officer Status of the Company
	Seconded as Representative Director and President of ABC Libra Co., Ltd.
April 2020	Executive Officer, Content Business support of the Company
April 2021	Executive Officer, Content Business of the Company
	Director of Asahi Television Broadcasting Corporation
April 2022	Executive Officer, Chief Content Officer of the Company
April 2024	Managing Executive Officer, Broadcasting Business of the Company
	(current)
	Representative Director and President of Asahi Television Broadcasting
	Corporation (current)

Number of the Company shares

owned: 15,225 shares Term of office at the conclusion

of this GSM:- years Attendance to the meeting of the

Board of Directors:

-/-(-%)

• Reason for appointment as a nominee for Director:

Mr. Toshiaki Imamura has extensive experience and achievements in the Company's Programming Division and TV Production Division. Based on this background, his high ethical standards, practical insight and capacity for considered judgment, the Company believes he is capable of sound and appropriate decision-making, management and business execution with respect to the Company's core broadcasting operations. The Company therefore recommends him as a nominee for the post of Director.

• Relationship between nominee for Director and the Company: The Company has no interest in or relationship with this nominee.

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Reference materials

Independent Officer

5. Takehiro Honjo

(April 13, 1954)

Re-

nomination

Outside Director

• Career summary, status and duties at the Company:
  April 1978 Joined Osaka Gas Co., Ltd.

June 2009 Director, Senior Executive Officer

Head of Commercial & Industrial Energy Business Unit

June 2010 Director, Senior Executive Officer

Head of Residential Energy Business Unit

April 2013 Representative Director, Executive Vice-President

April 2015 Representative Director and President, Executive President

Jan. 2021 Chairman and Director (current)

June 2021 Director of the Company (current)

Nov. 2023 Vice-Chair of Osaka Chamber of Commerce and Industry (current)

• Other material positions held: Chairman and Director of Osaka Gas Co., Ltd.
  Vice-Chair of Osaka Chamber of Commerce and Industry
• Reason for appointment as a nominee for Outside Director and expected role:

Number of the Company shares

owned:0 shares Term of office at the conclusion

of this GSM:3 years Attendance to the meeting of the Board of Directors: 10/10 (100%)

Mr. Takehiro Honjo has experience as a business executive of an energy supply company based in the Kansai region. Based on this background, the Company expects him to conduct appropriate oversight and supervision duties and provide effective advice and input with respect to business management and corporate governance, including from the standpoint of public service and contribution to the local community. The Company therefore recommends him as a nominee for the post of Outside Director.

• Relationship between nominee for Outside Director and the Company: The Company has no interest in or relationship with this nominee.

(Note) Mr. Honjo also satisfies the Company's "Independence Standards for Outside Directors." Consequently, provided his appointment to the post of Outside Director is confirmed, the Company has no concerns about conflict of interest with ordinary shareholders and designates him as an Independent Officer.

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