Fuji Media : NOTICE OF THE 83RD ORDINARY GENERAL MEETING OF SHAREHOLDERS

(Translation)

Securities Code: 4676

June 10, 2024

To the Shareholders:

NOTICE OF THE 83RD ORDINARY GENERAL MEETING

OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued good offices.

Please take notice that the 83rd Ordinary General Meeting of Shareholders of Fuji Media Holdings, Inc. (the "Company") will be held as described below.

The Company has taken measures for electronic provision of materials for notice of this General Meeting of Shareholders, and matters regarding measures for electronic provision are posted as "Notice of the 83rd Ordinary General Meeting of Shareholders" on the website below.

Website of the Company https://www.fujimediahd.co.jp/en/index.html

Access the above website and click on "Investor Relations" and then "Shareholders' Meeting."

In addition to the above, the matters regarding measures for electronic provision are also posted on the website below.

Website of Tokyo Stock Exchange https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Access the above website, enter the company name or securities code, and perform a search. Select "Basic information" and then "Documents for public inspection/PR information" to view the materials.

In lieu of attending the meeting in person, you may exercise your voting rights in writing or via the Internet. Please go over the Reference Documents for the General Meeting of Shareholders set forth below and exercise your voting rights by 5:30 p.m. on June 25 (Tuesday), 2024, Japan time.

Yours very truly,

Masaki Miyauchi,

Chairman and Representative Director

Fuji Media Holdings, Inc.

4-8, Daiba 2-chome,Minato-ku, Tokyo

Description

1. Date and hour:

June 26 (Wednesday), 2024, at 10:00 a.m. (Reception will start at 9:00 a.m.)

2. Place:

Forum on 22nd Floor of Office Tower of Fuji Media Holdings, Inc. 4-8, Daiba 2-chome,Minato-ku, Tokyo

3. Matters forming the objects of the meeting: Matters to be reported:

1. Report on the business report, the consolidated financial statements and the results of audit of the consolidated financial statements by the account auditors and the Audit & Supervisory Committee for the 83rd fiscal year (from April 1, 2023 to March 31, 2024)
2. Report on the non-consolidated financial statements for the 83rd fiscal year (from April 1, 2023 to March 31, 2024)

Matters to be resolved:

Proposition No. 1: Appropriation of retained earnings

Proposition No. 2: Election of twelve (12) Directors (excluding Directors who are Audit & Supervisory Committee Members)

Proposition No. 3: Election of two (2) Directors who are Audit &

Supervisory Committee Members

Proposition No. 4: Determination of Remuneration for Granting Transfer- Restricted Shares to Directors (excluding Directors who are Audit & Supervisory Committee Members and Outside Directors)

4. Exercise of voting rights:

The summary of the exercise of voting rights is described in the "Information on the Methods of Exercise of Voting Rights" below.

Please kindly note that no souvenir for shareholders present at this 83rd Ordinary General Meeting of Shareholders of the Company will be provided.

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Notice

• The Reference Documents for the General Meeting of Shareholders have been sent to shareholders who have not requested the delivery of the paper-based materials.
• In accordance with applicable laws and ordinances and Article 16 of the Articles of Incorporation, the paper-based materials sent to shareholders who have requested the delivery do not include the following matters. Accordingly, these are part of the documents that have been audited by the Audit & Supervisory Committee and the account auditors in preparing their respective audit reports.
• • "Systems to Secure the Properness of Business Activities and the Status of Implementation of the Systems" of the business report
  • "Notes to Consolidated Financial Statements" of the consolidated financial statements and "Notes to Non-Consolidated Financial Statements." of the non-consolidated financial statements
• In the event of the revision of any matter in matters regarding measures for electronic provision, the revision will be posted on each website where such information is available.
• If there are any major changes to the holding or operation of this General Meeting of Shareholders as a result of unforeseen circumstances such as natural disasters and infectious diseases, notice will be posted to the Company website.

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Information on the Methods of Exercise of Voting Rights

Exercise of voting rights via the Internet

Deadline: Must reach us no later than 5:30 p.m., June 25 (Tuesday), 2024

Please access the website for the exercise of voting rights specified by the Company and exercise your voting rights for the approval or disapproval of the propositions by the deadline. (Please refer to page 5 for details.)

"Smart Exercise"

By scanning the "QR code to log in to the smartphone website for the exercise of voting rights" shown in the enclosed voting form, you can access the website without entering a "code for the exercise of voting rights" or "password."

* You can only exercise your vote once through the method above.

A portion of the postage that is to be reduced by means of "Smart Exercise" will be used for cherry tree-planting activities.

In support of the aims of the "Fukushima-Hamakaido Sakura Project" that started in Fukushima Prefecture after it suffered the Great East Japan Earthquake and the ensuing tsunami as well as the effects of radiation, the Company has continued to provide support to this project since 2013.

If you use the Smart Exercise to exercise your voting rights, a portion of the reduced postage will be used for this activity.

The use of the Smart Exercise by shareholders will lead to rows of cherry trees that we all can be proud to show the world. Your use of the Smart Exercise is appreciated.

Exercise of voting rights by mail

Deadline: Must reach us no later than 5:30 p.m., June 25 (Tuesday), 2024

Please return to us by mail the enclosed voting form indicating your approval or disapproval of the propositions by the deadline.

If you exercise your voting rights by mail, please note that it may take longer than usual for the mail to arrive. We would appreciate it if you could post the mail as early as possible.

When attending the meeting

Date and hour of the general meeting of shareholders:

June 26 (Wednesday), 2024, at 10:00 a.m. (Reception will start at 9:00 a.m.)

In attending the meeting, please present the enclosed voting form to a receptionist at the place of meeting.

Proceedings on the day of the meeting will be conducted in Japanese. Please note in advance that we do not provide interpreters.

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How to read a QR code with "Smart Exercise"

You can log in to the website for the exercise of voting rights without entering your code for the exercise of voting rights or password.

1. Please scan the QR code shown in the lower right of the voting form.
2. • "QR Code" is a registered trademark of DENSO WAVE INCORPORATED.
3. Hereafter, please follow the instructions on the screen and enter your approval or disapproval.
   You can only exercise your vote once with "Smart Exercise."
   If you wish to change your vote after exercising your voting rights, please access the PC website, enter your "code for the exercise of voting rights" and "password" stated on the voting form to log in, and exercise your voting rights again.
4. • You can access the PC website by scanning the QR code again.

How to enter your voting exercise code and password

1. Access the website for the exercise of voting rights
   Website for the exercise of voting rights: https://soukai.mizuho-tb.co.jp/Click "Proceed"
2. Log in
   Enter the "code for the exercise of voting rights" and click "Proceed"
   Hereafter, please follow the instructions on the screen and enter an approval or disapproval.
3. • The "code for the exercise of voting rights" and the "password" are printed in the enclosed voting form.

To institutional investors:

The "ICJ Platform," a platform for electronic exercise of voting rights for institutional investors operated by ICJ Inc., is also available.

If you are unsure how to operate a computer, smartphone, or mobile phone when exercising your voting rights via the Internet, please contact the following contact point.

Internet Help Line of Mizuho Trust & Banking Co., Ltd., Stock Transfer Agency Department

Tel: [phone]

Office hours: 9:00 - 21:00

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Information on Exercise of Voting Rights

1. Handling of approvals and disapprovals of propositions:
   If no approval or disapproval of any of the propositions is indicated upon exercise of the voting rights in a voting form, via the Internet or otherwise, it shall be deemed to be for an approval thereof.
2. Duplicate exercise of voting rights:
3. 1. If voting rights are exercised both by a voting form and via the Internet or otherwise, the voting rights exercised via the Internet or otherwise shall be treated as effective.
   2. If voting rights are exercised twice or more via the Internet or otherwise or by a voting form, the latest exercise thereof shall be treated as effective.
4. Exercise of voting rights by proxy:
   If any shareholder exercises his/her voting rights by proxy, the proxy authorized to exercise his/her voting rights must present the enclosed voting form to a receptionist at the place of meeting, together with a document evidencing his/her proxy's power of attorney. The proxy must be another shareholder (being one person) of the Company having voting rights.
5. Diverse exercise of voting rights:
   Any shareholder who intends to exercise his/her voting rights diversely must give notice in writing of such intention and the reason therefor to the Company no later than three days prior to the date of this General Meeting of Shareholders.

Contact for inquires

If you have any question, please contact the administrator of shareholder registry Mizuho Trust & Banking Co., Ltd., Stock Transfer Agency Department (as listed below):

1. Inquiries about operations, etc. of the website for the exercise of voting rights:
   Tel: [phone] (toll-free)
   Office hours: 9:00 - 21:00
2. Inquiries about other than those in item (1) above:
   Tel: [phone] (toll-free)
   Office hours: 9:00 - 17:00 on weekdays
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REFERENCE DOCUMENTS FOR GENERAL MEETING OF SHAREHOLDERS

Proposition No. 1: Appropriation of retained earnings

The Company regards the redistribution of profits to its shareholders as one of its most important management responsibilities. The Company's basic policy, under the certified broadcast holding company structure, is to provide distributions to its shareholders commensurate with performance, while making proactive investments for the growth of the Group's businesses, and entry into new business fields, in order to enhance its corporate value.

The Company's policy regarding the distribution of retained earnings is to determine the disbursement based on a target of a payout ratio of 40% on a consolidated basis, with consideration to the stability of dividends from the standpoint of emphasizing the redistribution of profits to its shareholders. Based on this policy, the Company hereby proposes to pay the year-end dividend for the 83rd fiscal year as follows:

year-end dividends>

1. Kind of property to be distributed: Cash
2. Matters concerning the allocation of property to be distributed and the aggregate amount thereof:

¥24 per share of common stock of the Company

Aggregate amount:

¥ 5,254,056,240

(Annual dividend: ¥48 per share, including ¥24 per share in interim dividends)

1. Effective date of the distribution of retained earnings: June 27, 2024

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Proposition No. 2: Election of twelve (12) Directors (excluding Directors who are Audit & Supervisory Committee Members)

The terms of office of all of the current eleven (11) Directors (excluding Directors who are Audit & Supervisory Committee Members) will expire at the close of this Ordinary General Meeting of Shareholders. Accordingly, it is hereby proposed that twelve (12) Directors (excluding Directors who are Audit & Supervisory Committee Members) be elected.

The candidates for Director (excluding Director who is an Audit & Supervisory Committee Member) are as set forth below:

Candidate			Meetings of the
Name	Current position	Board of Directors
No.
		attended
1	[Reelection]	President and Representative Director	11/11
Osamu Kanemitsu
2	[Reelection]	Executive Vice President	11/11
Kenji Shimizu
3	[Reelection]	Executive Managing Director	11/11
Ryosuke Fukami
4	[Reelection]	Executive Managing Director	11/11
Tomoyuki Minagawa
5	[Reelection]	Executive Managing Advisor	10/11
Hisashi Hieda
6	[Reelection]	Executive Managing Director	11/11
Koichi Minato
7	[Reelection]	Executive Managing Director	9/9
Mina Masaya
	[Reelection]
8	Yoshishige Shimatani	Executive Managing Director	11/11
	[Outside] [Independent officer]
	[Reelection]
9	Takamitsu Kumasaka	Executive Managing Director	11/11
	[Outside] [Independent officer]
10	[New appointment]	-	-
Shuji Kanoh
	[New appointment]
11	Kiyoto Saito	-	-
	[Outside] [Independent officer]
	[New appointment]
12	Makiko Yoshida	-	-
	[Outside] [Independent officer]

(Note) The attendance number for Ms. Mina Masaya is for Meetings of the Board of Directors held on or after her appointment on June 28, 2023. The attendance number for Mr. Takamitsu Kumasaka includes the two Meetings of the Board of Directors held between April 1, 2023 and the conclusion of the General Meeting of Shareholders on June 28, 2023, which he attended as an Audit & Supervisory Committee Member.

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	Candidate	Name		Brief history and position in the Company
	No.
			April 1983	Joined the Company
			June 2009	General Manager, Management Planning Department, Fuji
				Television Network, Inc.
		Osamu Kanemitsu	June 2011	General Manager, Corporate Planning Department of the Company
		June 2012	Executive Managing Officer and General Manager, Corporate
		[Reelection]		Planning Department of the Company;
			Executive Managing Officer and General Manager, Corporate
		(Date of birth)		Planning Department, Fuji Television Network, Inc.
		June 2013	Senior Executive Managing Director of the Company
	1	October 28, 1954
	June 2015	Executive Vice President of the Company
			June 2017	Executive Vice President, Fuji Television Network, Inc.
		Number of shares of the	June 2019	President and Representative Director of the Company (to date)
		Company held by		Executive Managing Director, Fuji Television Network, Inc.
		Candidate	June 2021	President and Representative Director, Fuji Television Network, Inc.
			June 2022	Executive Managing Director, Fuji Television Network, Inc. (to
		38,991 shares		date)
			Important concurrent offices
			Executive Managing Director, Fuji Television Network, Inc.
			Audit & Supervisory Board Member, Sankei Shimbun Co., Ltd.
		[Reason for selecting him as a candidate for Director]
		Currently, as the President and Representative Director of the Company, he has played an appropriate role in
		determining important managerial matters and supervising business operations. In addition, he has engaged in the
		sectors of Programming, Business Development & Enterprises, Public Relations, Corporate Planning and Finance
		of the Company and Fuji Television Network, Inc. and served as the representative director of a television operating
		company in the past. Thus, he has accumulated wide knowledge and special expertise in the management of media
		business. The Company has determined to continue to select him as a candidate for Director as he is expected to
		make greater contributions in the future.
[Note 1]	Mr. Osamu Kanemitsu and the Company are not special interested parties to each other.
[Note 2]	The "number of shares of the Company held by Candidate" is shown by the substantial
		number of shares that includes the shares held by such candidate in the Officers Stock
		Ownership Plan.

[Note 3] The Company has entered into a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. This insurance will cover litigation expenses and damages to be borne by the insured arising from lawsuits by third parties, shareholders or the Company. If the election of Mr. Osamu Kanemitsu is approved, he will become one of the insured under this insurance contract.

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Candidate	Name		Brief history and position in the Company
No.
		April 1983	Joined the Company
		June 2012	General Manager, Media Development Department, Fuji Television
		Network, Inc.
		June 2013	General Manager, Business Development & Enterprises Department,
			Fuji Television Network, Inc.
		June 2014	Executive Managing Officer and General Manager, Business
			Development & Enterprises Department, Fuji Television Network,
	Kenji Shimizu		Inc.
	July 2017	Senior Executive Managing Officer, in charge of Corporate Planning
			of the Company
	[Reelection]		Senior Executive Managing Officer and General Manager, Corporate
			Planning Department, Fuji Television Network, Inc.
	(Date of birth)	June 2019	Executive Managing Director of the Company
2	January 3, 1961	June 2021	Executive Managing Director, Fuji Television Network, Inc.
	Senior Executive Managing Director of the Company
	Number of shares of the	June 2022	Senior Executive Managing Director, Fuji Television Network, Inc.
	Company held by	Executive Vice President of the Company (to date)
	Candidate	Business in charge in the Company
	17,856 shares	Corporate Planning and Public &Investor Relations
		Important concurrent offices
		Director, Nippon Broadcasting System, Inc.
		Audit & Supervisory Board Member, Fuji Satellite Broadcasting, Inc. (BS Fuji)
		Audit & Supervisory Board Member, Pony Canyon Inc.
		Board Director, WOWOW Inc.
		Board Director, SKY Perfect JSAT Holdings Inc.
		Director, Toei Animation Co., Ltd.

[Reason for selecting him as a candidate for Director]

Currently, he is in charge of Corporate Planning and Public & Investor Relations as the Executive Vice President of the Company and has played an appropriate role in its business operations. In addition, he has engaged in the sectors of Programming, Motion Picture, and General Development of the Company and Fuji Television Network, Inc. in the past. Thus, he has wide knowledge and special expertise in media business. The Company has determined to continue to select him as a candidate for Director as he is expected to use his wide experience and knowledge for the Company.

[Note 1] Mr. Kenji Shimizu and the Company are not special interested parties to each other.

[Note 2] The "number of shares of the Company held by Candidate" is shown by the substantial number of shares that includes the shares held by such candidate in the Officers Stock Ownership Plan.

[Note 3] The Company has entered into a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. This insurance will cover litigation expenses and damages to be borne by the insured arising from lawsuits by third parties, shareholders or the Company. If the election of Mr. Kenji Shimizu is approved, he will become one of the insured under this insurance contract.

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